App Terms & Conditions

Section 1: General Terms

Section 2: Platform Terms

Section 3: Stocks and Shares ISA

Section 4: Stocks and Shares Junior ISA

Section 5: Savings Terms

Section 6: Summary of Conflicts Management at NuWealth

Section 7: Custody Terms

Section 8: Order Execution Policy

Section 9: Client Investments and Risk

Section 10: Glossary

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Section 1 - General Terms

Important Information

1.1 In these terms, references to NuWealth, us, our and/or we means NuWealth Ltd. References to client, you and/or your means any person who opens a NuWealth account(s) with us.

1.2 In these terms, a NuWealth account(s) means the account we will open for you which will enable you to set aside money to invest or save through the mobile application (the mobile app) which allows us to provide the NuWealth services.

1.3 These terms contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these terms carefully before accepting them. If there is anything contained in these terms that you do not understand, please do not hesitate to get in touch with us. You can email us at: support@nuwealthapp.com. A glossary of defined terms used in these terms is set out in Section 10.

Your Agreement with us

2.1 These terms, together with:

(a) The information we have provided to you via the mobile app about our services and our charges; and

(b) The information you have provided to us via the mobile app and/or any other permitted means under these terms in relation to your NuWealth account(s) constitutes the agreement (the NuWealth Agreement) between you and us in the provision of our services to you.

2.2 NuWealth Limited is a wholly owned subsidiary of Quilter plc. Further details about the Quilter Group are available at Corporate and regulatory information | Quilter plc. By opening a NuWealth account with us, you consent to some or all of your details being shared with them as necessary for conducting business and for marketing purposes.

NuWealth are authorised and regulated by the Financial Conduct Authority (FCA), whose address is 12 Endeavour Square, London, E20 1JN. Our FCA registration number is 955775. Our registered address is at Senator House, 85 Queen Victoria Street, London, United Kingdom, EC4V 4AB (Companies House company registration no.10966427).

Commencement and status of the NuWealth Agreement

3.1 The NuWealth Agreement will be legally binding when you accept these terms. However, we will only start to provide our services to you after we have notified you that your NuWealth account(s) with us has been opened and, accordingly, those terms relating to your NuWealth account(s) will only be applicable after that time. The NuWealth Agreement has no minimum duration period.

3.2 The NuWealth Agreement is governed by the laws of England and Wales. If any provision of the NuWealth Agreement is or becomes invalid or unenforceable, the relevant provision will be treated as if it were not in the NuWealth Agreement, and the remaining provisions will still be valid and enforceable.

Your right to cancel your NuWealth account(s)

4.1 You may cancel your NuWealth account(s) at any time.

Complaints

5.1 Should you have any complaints in relation to the services provided by us then please notify us by email at: support@nuwealthapp.com. We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the rules of the FCA (the FCA rules) and report the results to you.

5.2 If your complaint is unresolved or not settled to your satisfaction within 8 weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service (FOS). The address of the FOS is Exchange Tower, London E14 9SR. You can also telephone the FOS at: 0800 023 4 567, or email the FOS at: complaint.info@financial-ombudsman.org.uk. You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.

Compensation

6.1 NuWealth is covered by the Financial Services Compensation Scheme (FSCS).

Client Categorisation

7.1 Services provided to you under the NuWealth Agreement will be on the basis that NuWealth will treat you as a retail client under the FCA rules. This means that you are entitled to certain protections that are required to be provided to retail clients under the FCA rules and under applicable laws.

The NuWealth Account(s) and the NuWealth Services

8.1 We will provide services (the NuWealth services) to you in connection with the setup and operation of your NuWealth account(s), and you consent to our acting on your instructions, including but not limited to the following:

8.1.1 The provision of the mobile app or, in the unlikely event that the mobile app is not available, such alternative means as we may specify from time to time to allow you to:

8.1.1.1 Open your NuWealth account(s), fund your account with one off deposits or via direct debit, purchase investment products and manage your selected investments;

8.1.1.2 Receive your instructions to transact in investments in accordance with the investment selections you have made through your NuWealth account(s);

8.1.2 The provision of information about your NuWealth account(s), investment product(s) and investments held by the relevant issuer for the benefit of your NuWealth account(s) (including the value of your portfolio);

8.1.3 The provision of the round up services (as described in more detail below) and other features and services as we may specify from time to time that help you to make decisions and place instructions with or through the mobile app in relation to your savings;

8.2 We will provide the NuWealth services to you in accordance with the terms of the NuWealth Agreement, all applicable laws and the FCA rules.

8.3 We will do our best to ensure the mobile app and your NuWealth account(s) is available and up and running for you to use at any time; however, this is not something we can guarantee. There may be times where the mobile app and your NuWealth account(s) may not be available and where we may not be able to facilitate your investment instructions. There may be interruptions and/or delays to our services. If this happens, we will do our best to contact you to let you know what you should do. You can also contact us by email at: support@nuwealthapp.com.

8.4 We may suspend the operation of our services where we consider it necessary, including (but not limited to) where we have to suspend operations for technical problems, emergencies, maintenance, regulatory reasons, where we decide it is sensible for your protection, in periods of exceptional trading activity or to ensure the continued availability of other services. If this happens, we will do our best to contact you to let you know what you should do.

NuWealth Savings Account Partner Terms and Conditions

If you open a NuWealth savings account with NuWealth Ltd, you not only agree to these terms & conditions laid out by us, but you also agree to the terms & conditions set out by our partners. By opening a NuWealth savings account, you will automatically become customers of GB Bank and Bondsmith. Links to their terms are below:

For the Bondsmith terms of use, click here.

For GB Bank Base Rate Tracker terms, click here.

For GB Bank 30 Day Notice terms, click here.

For GB Bank 95 Day Notice terms, click here.

For GB Bank Easy Access terms, click here.

Your savings account may be closed with immediate effect if you are found to be in breach of the terms outlined above; such as failing to hold the mandated minimum balance in that account for a period of 7 days or more.

Selecting Investments

9.1 Through your NuWealth investment account(s) you are able to self-select and invest in a number of investment products (the investment products) that we have arranged to make available to our clients. Please see the FAQs for more information about the investment products. Please note, however, that we do not provide financial advice to our clients and we will never make recommendations based on your personal circumstances. If you are not sure whether the NuWealth account(s), the NuWealth services, or the investment products are suitable for you then we recommend that you seek advice from a qualified financial adviser.

9.2 Prior to making any decision to invest you must read the relevant documentation such as the key investor information document or KIID relating to the relevant investment product (if applicable). Documents such as the KIID contain important information of which you should be aware. You can access the documents such as the KIID via the mobile app. You can also refer to the relevant issuers website for relevant documentation.

9.3 We will not provide nor be responsible for providing you with any financial, legal or tax advice.

Your use of our mobile app

10.1 In addition to the terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy. If there are any terms contained in the Privacy Policy that are inconsistent with or conflict with the terms, conditions and provisions set out in these terms then, the relevant term, condition or provision set out in these terms shall prevail.

10.2 NuWealth will provide you with secure access to your NuWealth account(s). You must keep your details safe and confidential and notify NuWealth immediately if you think that someone else may know these details and/or may have unauthorised access to your account (otherwise in accordance with these terms).

10.3 You must not undertake any action that could compromise the security or effective working of the NuWealth services. Any such action will be considered a material breach of these terms.

10.4 You are responsible for monitoring your NuWealth account(s), ensuring that you read all messages that have been sent to you (whether through the in-app secure notification centre, via the email address you have provided to us, or via any other means as agreed between us) and informing us if there is something wrong on your NuWealth account(s) or you suspect that it has been subject to unauthorised use.

10.5 You may download or print information and documents that we provide to you strictly for personal use provided that you keep intact all copyright and proprietary notices, but you must not otherwise reproduce or distribute any material without our consent.

10.6 You acknowledge and agree that all intellectual property rights in the mobile app, all documents and related technology anywhere in the world belong to us or our licensors - you have no rights in or to the mobile app, the documents and related technology other than the right to use each of them in accordance with these terms and the privacy policy.

Making a deposit through our instant payment open banking solution;

11.1 You are able to link your nominated bank account and fund your account directly from our mobile application using open banking. Your nominated bank account must be in your name and be the same bank account as recorded in NuWealth’s database. If you wish to change your nominated bank account you will be able to do so but any outstanding payments will need to be paid off. We use a tool provided by TrueLayer limited (www.truelayer.com) ("TrueLayer") to link your nominated bank account to your NuWealth account(s) and to initiate payments from your nominated bank account. When you link an account or initiate a payment via open banking, you will be redirected to your bank by TrueLayer in order to authenticate yourself. When you link an account or instruct a payment via our app using TrueLayer, TrueLayer's terms of service (“Terms of Service'') will apply.

11.2 The terms of service set out the terms on which you agree to TrueLayer initiating payment from your payment account and accessing information on your payment accounts for the purposes of transmitting that information to us. TrueLayer is subject to UK and EU data protection laws and is required to treat your data in accordance with those laws, as well as the terms of service and TrueLayer's privacy policy. TrueLayer is authorised by the UK Financial Conduct Authority under the payment services regulations 2017 to provide account information services and payment initiation services (Firm Reference Number: 793171). Once a transfer order has been sent, you will not be able to change the amount nor cancel it. Your transfer order will be processed as soon as reasonably possible. You will not be able to remove money from your NuWealth account(s) balance if this will result in your NuWealth account(s) balance having insufficient funds to pay any outstanding charges.

The Round Up service

12.1 You may select to utilise our round up services or any similar service which we may offer from time to time through the app (our round up services) to help you make contributions to your NuWealth account(s) based on your spending. These round up services involve the provision of information to you about transactions undertaken on your selected bank account(s) and/or debit/credit card account(s) you hold with third party issuers (connected accounts). In order for us to provide the round up services, you will need to give to us, TrueLayer and/or any other service provider we may appoint from time to time in connection with the round up services (the round up service provider) certain authorities and other information in relation to those connected accounts which could include passwords and other security information (account credentials). This enables us and/or the round up service provider to access your connected accounts on a view only basis in order to collect information and data about the transactions on your account (account information). We and/or the round up service provider will collate the account information and make it available to you securely via the app in order to help you make investment decisions and place instructions with us.

12.2 You should check with the provider(s) of your connected accounts about the impact your use of the round up services may have on the provision of its services to you. In particular, you should check whether your use of the round up services (and, in particular, the disclosure to us and/or the round up service provider of your account credentials) could result in you breaching the terms and conditions of your connected accounts or otherwise adversely affect or invalidate any claim you may otherwise have against the provider of your connected accounts in the event you suffer fraud or similar losses in respect of your connected accounts. Subject at all times to paragraph 12.9 below and paragraph 19 (liability), neither we nor our round up service provider accept any liability for any losses you may suffer or incur as a result of your use of the round up services and any adverse impact on any claims you may otherwise have against the issuer of your connected accounts. By selecting to use our round up functionality you:

Authorise us and the round up service provider to utilise your account credentials to obtain all necessary account information that may be required by us and the round up service provider in order to provide the round up services;

Warrant and represent to both us and the round up service provider that the issuer of your connected account recognises, and is able to respond to, any and all duly provided account information requests which it may receive from either us or the round up service provider from time to time. If you have changed your connected account, it must be changed to an account in your name. Round ups will automatically switch to your new connected account unless deactivated by you in the app;

Acknowledge and agree that neither we nor the round up service provider shall be liable to you in the event that the provider of your connected account delays in providing, or refuses to provide, either us or the round up service provider with access to the account information;

Agree to provide true, accurate, current and complete information about yourself and your connected accounts maintained at other websites and you agree not to misrepresent your identity or your account information. You must be able to provide documentation to us to prove that you are at least 18 years of age at the time of sign up;

Agree to keep the account credentials provided to us and the round up service provider in relation to the connected accounts up to date

Agree that you shall not use content delivered to you through the round up services for any other purpose other than to use the services provided for under these terms;

Agree not to copy, reproduce, distribute, or create derivative works from the content delivered to you through the round up services;

Agree that you shall not reverse engineer or reverse compile any of the services technology relating to round up services, including but not limited to, any java applets associated with such services.

12.3 By selecting to use our round up service you are entering into a legally binding agreement under the terms of which you licence us and the services provider to use any information, data, passwords, materials or other content (collectively, content) we obtain or collate through your use of the round up services in accordance with this paragraph 12. We and the round up service provider may use, modify, display, distribute and create new material using such content to provide the services. We and the round up service provider may also use, sell, licence, reproduce, distribute and disclose to any NuWealth affiliate or third party, aggregated non-personally identifiable information that is derived through your use of the round up services. By submitting content, you automatically agree, or promise that you and/or the owner of such content has expressly agreed that, without any particular time limit, and without the payment of any fees, we and the round up service provider may use the content for the purposes set out above.

12.4 By selecting to use our round up services you hereby authorise us and the round up service provider on a continuing basis to access third party sites designated by you, on your behalf, to retrieve information requested by you (or on your behalf), and to register for accounts requested by you. For all purposes hereof, you hereby grant to us a limited power of attorney, and you hereby appoint us and the round up service provider as your attorney and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your account credentials, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.

12.5 You acknowledge and agree that each time we or our round up service providers use your account credentials to access and obtain account information from third party sites, we and our round up service providers are acting as your agent and not the agent or on behalf of the third party. You agree that third party account providers shall be entitled to rely on the foregoing authorisation, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third-party account providers accessible through the service.

12.6 Subject at all times, you expressly understand and agree that your use of the round up services and all information, products and other content (including that of third parties) included in or accessible from the round up services is at your sole risk. The round up services are provided on an as is and as available basis. NuWealth and the round up service provider expressly disclaim all warranties of any kind as to the round up services and all information, products and other content (including that of third parties) included in or accessible from the round up services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

12.7 Subject at all times NuWealth and the round up service provider make no warranty that (i) the round up services will meet your requirements, (ii) the round up services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the round up services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the round up services will meet your expectations, or (v) any errors in the technology will be corrected. Any material downloaded or otherwise obtained through the use of the round up services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from either NuWealth or the round up service provider through or from the round up services will create any warranty not expressly stated in these terms.

8 Subject at all times you agree that neither NuWealth nor the round up service provider nor any of their affiliates, account providers or any of their affiliates will be liable for any losses whether direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if NuWealth or round up service provider has been advised of the possibility of such damages, resulting from: (i) the use or the inability to use the service; (ii) the cost of getting substitute goods and services, (iii) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the service; (iv) unauthorised access to or alteration of your transmissions or data; (v) statements or conduct of anyone on the service; (vi) the use, inability to use, unauthorised use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (vii) any other matter relating to the service.

12.9 Subject at all times to paragraph 12.10 below and paragraph 19 (liability), you agree to indemnify and keep indemnified NuWealth and its respective affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable legal fees) caused by or arising from your use of the round up services, your breach of these terms (insofar as they relate to the round up services) or your infringement, or infringement by any other user of your NuWealth account(s), of any intellectual property or other right of anyone. You agree in accordance with paragraph 26 (third party rights) that the round up service provider is a third-party beneficiary of the above provisions, with all rights to enforce such provisions as if the round up service provider were a party to this agreement.

12.10 The provisions contained in this paragraph 12 shall only apply to the extent such provisions may be applied without NuWealth being in breach of any applicable laws or being in breach of any rules, principles or directions of any applicable regulator including, without limitation, the FCA. All statutory rights that are or may be available to clients as against either NuWealth or the round up service provider in respect of the provision of the round up services are preserved and shall remain unaffected.

Opening your NuWealth account(s) and purchasing investment products

13.1 Before we can open your NuWealth account(s) and provide the NuWealth services to you, we are required to verify your identity in accordance with UK anti-money laundering legislation. We will use various third-party services to do this and you expressly authorise us to do this acknowledging that this will involve us transmitting your personal information to such third parties and potentially carrying out credit checks which may affect your credit score.

13.2 You warrant and represent to us on an ongoing basis that:

You are aged 18 or over; and

You are not a US person.

13.3 You agree to notify us immediately if any of the above warranties cease to be correct.

13.4 Purchasing and/or contributing to investment products may be single or regular. These investments may be made only by direct debit or SEPA instruction provided to NuWealth via the NuWealth account(s), or as otherwise prescribed in the specific terms relevant for each investment product. Investing may be subject to certain minimums. We may change the minimum investment amount from time to time and will notify you.

13.5 Payment for the investment products will be debited from your bank account via direct debit or SEPA, using an authorised payment institution (api) who provides NuWealth with payment services. You will be informed (via the NuWealth in-app secure notification centre or e-mail) of the details of the direct debit or SEPA on the day that we have advised the bank to request payment from your bank. Once cleared, the money will be credited to your NuWealth account(s) and held in accordance with Section 2 (platform terms).

13.6 Should you choose to fund your NuWealth Account via Direct Debit, you will need to set-up a Direct Debit mandate from within the NuWealth App. Direct Debits may not be available to all account types. Once set up, cash will be collected under your Direct Debit mandate by an api in accordance with the Direct Debit rules that will apply between you and the api, and consenting to their terms is a precondition for using the Direct Debit service to fund your NuWealth account. The api will be regulated to do payment services and will be subject to relevant rules and regulations. We don’t hold the cash that the api collects from you immediately, and until it is actually received by us (through our provider Seccl), we will not treat it as your client money. It will be held by the api, which is required to take steps to look after your cash and keep it separate from its own cash until it has been successfully sent to us.

Communications

14.1 We may communicate with you at any time using the information you have given us, including, when appropriate, by telephone, sms text message, by email and via the mobile app.

14.2 It is your responsibility to ensure the contact information we have for you is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the mobile app. You accept that where either we are required to provide you with written notice then this will be given to you by means of electronic correspondence.

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

14.4 We may record and monitor telephone conversations that we have with you for training purposes and quality control, for crime prevention, and to provide a record of our discussions with you. We will store recordings for a period required by law, the FCA rules or for as long as we consider necessary to be able to provide the NuWealth services to you. In the event of a disagreement between you and us, we can give you a copy of our records on request.

14.5 All communications in relation to the services provided under this agreement will be in English.

Instructions given via the mobile app

15.1 When you use and interact with the mobile app to select and/or make changes to your NuWealth account(s), and/or indicate your intention to purchase an investment product(s), such use and interaction will constitute your instructions to us.

15.2 You understand that, in certain circumstances, we may generally restrict or suspend your access and use of the mobile app. In particular, you should note that we may take this action where:

We reasonably believe that the security of your NuWealth account(s) has been compromised; and/or

It is illegal or against any relevant rule or regulation for instructions to be sent to the manager of the investment product.

15.3 Please note that Section 2 of these terms sets out our obligations and duties with respect to your investment products. You acknowledge and agree that all instructions and authorisations given by you in relation to the investment products and the investments made in respect of your NuWealth account(s) must be sent by you personally and by no other person.

15.4 You acknowledge and agree that all instructions are effective when they are received by us.

15.5 When receiving and transmitting instructions from you to buy and/or sell your investments, we shall apply our order execution policy which is set out in Section 8 of these terms. By entering into the NuWealth Agreement, you agree and consent to our order execution policy.

15.6 Where a delay occurs in transmitting an instruction due to factors outside of our reasonable control (including, without limitation, where the mobile app is unavailable) we will ensure that your instruction is executed as soon as possible. However, we will not otherwise be responsible for any delay. In such circumstances please contact support@nuwealthapp.com.

Your information and data

16.1 We may use your personal information, including sensitive personal information and store it on our systems and may otherwise process it for the purposes of providing the NuWealth account(s) and the NuWealth services. By accepting these terms, you agree that we may also provide you with marketing materials and other information regarding any of our other products and services from time to time that we think may be of interest to you, including from our parent company, Quilter. If you do not wish to receive such materials, please contact us at support@nuwealthapp.com. We will not at any time (without your consent) share or provide your personal information to any third party for that party to market its services and products (or the services and products of any person unconnected with us).

16.2 We may pass personal information relating to you to third parties appointed by us for the purpose of administration and verifying your identity (as described in paragraph 12 above) and you confirm that you accept and consent to this. We may need to seek additional information from you in order to verify your identity, in which case we may:

Delay the opening of your NuWealth account(s); or

Withhold from you the ability to trade or redeem your money or otherwise use your NuWealth account(s) until we have successfully verified your identity.

16.3 We are registered with the information commissioner for the handling and processing of personal information and shall comply at all times with applicable data protection legislation. We will take all reasonable steps to ensure that the database containing this information is constantly updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.

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

16.5 Your personal data may be transferred to third parties outside the EEA as well as within it, solely in connection with our provision of the NuWealth account(s) and the NuWealth and Quilter services. You should be aware that in territories outside the EEA, laws and practices relating to the protection of personal data are likely to be different and, in some cases, may be weaker than those within the EEA. Where transfers outside of the EEA are necessary, NuWealth complies with the stringent safeguards to protect your personal data required by law. By entering into the NuWealth Agreement, you consent to such processing of your data.

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

Cash Withdrawals

17.1 If you wish to make a cash withdrawal you must provide instructions via the mobile app. Cash withdrawals can only be made if you have a sufficient cash balance in your NuWealth account(s) to satisfy the cash withdrawal instruction amount. You may have to sell an investment product, in order to meet withdrawal requests. But you should note that the process of selling investments may take some time, depending on the settlement dates of those investments.

Reports and contract notes

18.1 We are responsible for providing to you all contract notes in respect of all investment transactions carried out in the investment products by you via the NuWealth account(s) and all reports that are required to be provided to you in accordance with the FCA rules - including valuation reports (the reports). These reports will include details of all transactions during the relevant period, details of the contents of your NuWealth account(s), the current market value and the basis of valuation, income and fees charged.

18.2 We will make daily valuations of your investment products available to you via the mobile app.

18.3 You agree that we shall provide the reports to you via the NuWealth services.

18.4 By entering into the NuWealth Agreement you agree and consent to the electronic delivery of contract notes and reports and all other information required to be provided to you under those agreements.

Conflicts of Interest

19.1 We or anyone connected with us, may carry out certain transactions for you where we, or another client of ours, have a duty that may conflict with our duty to you. Where a potential conflict of interest arises, we will take all reasonable steps to protect your interests and ensure fair treatment in accordance with the duties we owe you as our client. We have procedures in place to handle such conflicts of interest and to ensure that we act appropriately. It is our practice to disclose the nature of all conflicts of interest to you and (if appropriate) ask for your permission to continue with the service.

19.2 Our conflicts of interest policy is detailed in Section 6. This sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

Liability

20.1 Subject to the FCA rules, we shall not be liable for any losses suffered by you unless such loss arises from our negligence, breach of the NuWealth Agreement, wilful default or fraud or from our failure to comply with applicable laws or the FCA rules.

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

20.3 We will take reasonable care and exercise reasonable due skill, care and diligence in the assessment, selection and appointment of the agents and other third parties. We accept responsibility for any losses, damages or costs suffered or incurred by you to the extent these are caused by our negligence, wilful default or fraud in the assessment, selection or appointment of such persons. We will not be responsible in any other circumstance for the acts or omissions of any such third parties.

20.4 We do not accept responsibility for any loss, damages or costs you may incur as a result of:

20.4.1 Any cause beyond our reasonable control to prevent (as described in paragraph 19.2 above);

20.4.2 Our taking any action, or omitting to take any action, to the extent we are required to do so under applicable laws and regulations, the FCA rules and/or at the direction of a competent regulator such as the FCA.

20.5 No provision of the NuWealth Agreement will restrict, qualify or exclude any duty owed to you under applicable laws relating to the provision of services or under the FCA rules. For further information about your rights under these applicable laws contact your local citizens advice bureau.

Delegation

21.1 We may appoint another person or entity (delegate) to perform all or part of the NuWealth services agreement, provided that we take all reasonable steps to ensure that such delegate is suitably competent and qualified to do so. Where we appoint a delegate:

This will not affect our liability to you for the NuWealth services we have delegated; and

This will be undertaken in accordance with these terms and all applicable laws and the FCA rules.

Third party referrals

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

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

Amendments to the NuWealth Agreement

23.1 We may amend the NuWealth Agreement:

23.1.1 If we are required to do so to comply with the FCA rules, or any other applicable law or regulation;

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

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

23.1.4 To reflect changes in market practice or conditions;

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

23.1.6 To reflect changes to our arrangements with any of our service providers.

23.2 If we propose to make a change to these terms that is not detrimental to you, we can make the change immediately. We will make information available to you about the change within 14 days of the change.

23.3 If we make a change to these terms that may be detrimental to you, we will provide you with at least 14 days prior notice (unless we are required to make the change sooner, for example, for legal or regulatory reasons, in which case we will make information available about the change within 5 days of making the relevant change).

23.4 If we make any change that is detrimental to you, you may notify us within 14 days from the date of such change to terminate your NuWealth Agreement and close your NuWealth account(s) without charge.

Termination

24.1 You may terminate your NuWealth Agreement at any time and for any reason by providing us with notice, subject to the settlement of all outstanding transactions. Transactions already in progress will be completed in the normal course of business. We will close your NuWealth account(s) as soon as practicable after receiving your notice to terminate the NuWealth Agreement.

24.2 Our fees (as set out in the mobile app) shall continue to apply until the later of the date of the termination of the NuWealth Agreement or the settlement of all outstanding transactions in respect of your NuWealth account(s).

24.3 We may terminate this agreement at any time by giving you 30 business days prior notice subject to the settlement of all outstanding transactions.

24.4 We may terminate this agreement immediately and freeze your NuWealth account(s) without giving you advance notice if we reasonably believe that you:

24.4.1 Have materially breached any of the terms of the NuWealth Agreement or have otherwise provided us with false or misleading information;

24.4.2 Are using, or allowing another person to use, your NuWealth account(s) illegally or for criminal activity;

24.4.3 Have behaved in an inappropriate manner (for example, if you abuse any of our staff);

24.4.4 Have failed to pay any of the amounts owed under the NuWealth Agreement; or

24.4.5 Have become bankrupt, insolvent or you are unable to pay your debts as they fall due.

24.4.6 We may also terminate the NuWealth Agreement immediately if we reasonably believe that providing you with a service exposes us to action or censure from any law enforcement, government or regulatory body (including, without limitation, the FCA);

24.5 Where we terminate the NuWealth Agreement immediately or freeze your NuWealth account(s) as set out above, we may inform you in writing immediately of our decision and our reasons for making that decision, we reserve the right not to advise you of the reason for freezing the account, if we are required not to inform you for regulatory or legal reasons.

24.6 On termination of the NuWealth Agreement (for any reason), we will sell your assets and transfer your cash as you reasonably request. If you make no reasonable request, we may, at our discretion, take steps to realise your assets and to transfer your cash to you or take advice from HMRC as to the appropriate steps in the circumstances. We reserve the right to withhold any cash that may have been rewarded to you as part of a promotional offer and you have not abided by the terms and conditions.

Assignment

25.1 You do not have the right to assign or otherwise transfer to any other party your rights or obligations under the NuWealth Agreement.

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

Another entity within our group; or

To a third party outside of our group where we reasonably consider that the transfer will not compromise your rights under the NuWealth Agreement and the services to be provided to you.

25.3 Unless it is impracticable in the circumstances, we will give you 30 days prior notice of any such assignment.

25.4 If we assign our rights and obligations, you may notify us within 30 days from the date of such assignment to close your NuWealth account(s) without charge.

Governing law

26.1 The NuWealth Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

26.2 The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the NuWealth Agreement (including non-contractual disputes or claims).

Third Parties

27.1 Save for Quilter, TrueLayer Ltd, SECCL custody Ltd, Bondsmith, and any other relevant service provider who may enforce, as applicable, the provisions of paragraph 11, a person who is not a party to this agreement cannot enforce or enjoy the benefit of any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

Section 2 - Platform Terms

Standard Accounts

Introduction 

The NuWealth Platform is a wealth management service provided by NuWealth Ltd and is delivered through our online service.

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We have appointed Seccl Custody Limited to provide the Platform technology and Seccl also undertakes the execution and Settlement of investment trades for you. We have also arranged for Seccl as Custodian to hold your Cash and Assets safely, subject to the terms set out in Schedule 1 (Custody Terms). Seccl is authorised and regulated by the FCA with firm registration number 793200.

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We otherwise remain responsible for compliance with regulatory requirements regarding the provision and operation of the Platform and the supervision of your Platform Account, such as approving the opening of Platform Accounts, money laundering/identity checks and managing your ongoing use of the Platform.

Important Information 

The Platform Terms & Conditions include important information you need to know before you use the NuWealth Platform for your investments.

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Please read these Platform Terms & Conditions carefully as they contain important information which you should consider before investing and managing your money on our Platform and provides the legally binding framework under which our relationship with you will operate. 

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Terms that apply generally to both our Platform and the Investment Accounts available through it are provided in Section A. Additional terms that apply to specific Investment Accounts are provided in Sections B to D. 

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Please note that these Platform Terms & Conditions will form the basis of a legally binding agreement between you, Seccl and us, together with the documents/information listed below, and upon which we intend to rely: 

(a) the details that you complete on the Platform; and 

(b) the NuWealth Charges schedule as varied from time to time. 

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[Please also note that Schedule 1 creates direct contractual rights and obligations between you and Seccl in relation to how your Cash and Assets are held by Seccl as Custodian.

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If you wish to invest through a Stock & Shares ISA, Section B creates direct contractual rights and obligations between you and Seccl as the provider of this Investment Account.

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If you have any queries about these Platform Terms & Conditions or are unsure about any of its terms, we recommend that you seek advice from a qualified financial adviser. By ticking the relevant box on our website, you agree to accept these Platform Terms and & Conditions. 

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In addition to these documents, you should also refer to other documents mentioned in these Platform Terms & Conditions such as the NuWealth Key Features, and our policies. For further information on our policies please refer to our other important terms Section 32. These documents are all available via our website nuwealthapp.com.

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You should keep them in a safe place for future reference. These Platform Terms & Conditions and any subsequent versions will be available to view on the Platform. We may, at our discretion, vary these Platform Terms & Conditions and our charges in accordance with Section A, 27 ‘Changes to these Platform Terms & Conditions’. 

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Your contract documentation and any subsequent correspondence with you regarding these Platform Terms & Conditions and your Platform Account will be in English and will be available on the Platform. 

Contacting us 

You can also contact our customer services team as follows: 

Email: support@nuwealthapp.com

Website: nuwealthapp.com

Interpretation 

1.1. References to clauses, sections and schedules are references to clauses, sections and schedules to these Platform Terms & Conditions. 

1.2. Headings are included for ease of reference only and shall not affect the interpretation of these Platform Terms & Conditions.

1.3. Any references to any statutes or statutory provision shall include that statute or statutory provision as from time to time amended, modified, replaced or re-enacted (whether before or after the date of these Platform Terms & Conditions) and shall include any order, regulation, instrument, bylaw or other subordinate legislation made under it from time to time.

1.4. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the meaning of the words, description, definition, phrase, or term used before those terms. 

Opening a Platform Account 

2.1. When you open a Platform Account you can choose from a range of Investment Accounts. The Investment Accounts available may change from time to time.

2.2. You can invest in Assets by opening any one of the following types of Investment Accounts if you are eligible to do so under Applicable Law:

2.2.1. General Investment Account

2.2.2. Stocks and Shares ISA

2.2.3. Junior Stocks and Shares ISA

2.2.4. Third Party Provider Account. 

Platform Account Start Date 

2.3. Your Platform Account will start and these Platform Terms & Conditions will come into force, when the following payment(s) have been made into your Investment Account: 

2.3.1. Cash (single and/or regular periodic payments); and/or 

2.3.2. transfer payments (including asset transfers) from other providers made directly into your Investment Account.

Third Party Authority and Power of Attorney 

2.4. You may ask us to accept instructions from a third party by requesting this by contacting the Platform team via email. If we agree, we will need to perform anti-money laundering verification checks on the third party before accepting instructions from them. Where a third party is acting under a power of attorney, we will require a copy of this document, certified by a solicitor, accountant or your Adviser before we can accept instructions. The person certifying must be different from the attorney. 

Who can open a Platform Account? 

We will only provide the Platform to a Client that meets the requirements in Section A clause 4.4 or clause 4.6. ISAs and Pension Accounts have other eligibility requirements. Further details can be found in Sections B and D.

3.1. If you cease to meet any of the criteria in Section A clause 4.4 or clause 4.6 as applicable, at any time, please notify us immediately. We reserve the right to place restrictions on your Platform Account or close your Platform Account if you no longer satisfy these criteria.

3.2. Please note that providers of Assets (such as Fund managers) and TPPAs may also apply eligibility criteria. This could, for example, include restricting access to their Assets or TPPAs to UK residents only. Consequently, depending on your particular circumstances, you may not be able to invest in certain Assets or TPPAs through our Platform. It is your responsibility to check that you meet all eligibility criteria. 

Criteria for Individuals 

3.3. We will only provide the Platform to individuals who are: 

3.3.1. aged 18 or over; 

3.3.2. are a UK resident; and 

3.3.3. are not a US Person. 

3.4. If you meet these criteria, you can apply to open an individual Investment Account and/or a Joint Account.

Responsibilities 

4.1. Under this Agreement you will be a Client of:

4.1.1. us in respect of the Platform;

4.1.2. Seccl for the execution and Settlement of investment orders under the relevant provisions of clauses 11-16 of this Section A;

4.1.3. Seccl for custody and related services carried on under the Custody Terms at Schedule 1;

4.1.4. Seccl in respect of the ISA, JISA and SIPP under the provisions of Section B

4.2. You will also be a client of any TPPA provider.

Our Responsibilities 

4.3. We (and in respect of execution and Settlement, Seccl) will operate the Platform and your Platform Account in accordance with these Platform Terms & Conditions and Applicable Law. We may also ask you to enter into additional terms and conditions relating to the Investment Accounts available through the Platform.

4.4. We and Seccl will treat you as a Retail Client. Retail Clients benefit from the highest degree of protection available under FCA Rules. You can ask to be treated as a Professional Client and we may agree to do this if you meet the applicable criteria under FCA Rules, however we do not have to do so. If we do agree to your request to be treated as a Professional Client, you may lose some of the protections available to Retail Clients. Please contact us if you wish to be treated as a Professional Client. 

4.5. We have certain responsibilities to verify the identity and permanent address of our Clients under UK anti-money laundering legislation and to establish the source of funds you invest. We use online verification systems to establish your identity, which use information about you obtained from credit reference agencies and other trusted sources. In using the Platform, you consent to electronic verification.

Your Responsibilities 

4.6. You will comply with these Platform Terms & Conditions. 

4.7. You must provide us with any information that we reasonably require to open and operate your Platform Account, for example, information to help us comply with UK anti-money laundering regulations. 

4.8. You will keep your Platform Account up to date with any changes to your personal details, for example a change of address.

Cash payments 

5.1. All Cash payments must be made in sterling. 

5.2. Lump sum and regular payments must be paid into your Investment Account electronically. 

5.3. If a direct debit is rejected by the Custodian's bank, the payment amount will be removed from your Investment Account. We will not be liable to you for any loss you may suffer arising from this. 

5.4. You can make a payment into your Investment Account electronically by BACS, CHAPS, direct debit and standing order. All payments must be made from a UK bank account in your name (either your personal or joint account). These bank details should match those held on your Client record on the platform.

5.5. Payments should also quote your firm ID and the Investment Account reference number to which you wish the payment to be applied (e.g. “NuWealth-ABC1234"). If we are unable to identify the Investment Account a payment should be paid into, the payment will be returned within 10 Business Days. No interest will be paid on any payments returned. We will not be liable to you for any loss you may suffer arising from this. Your unique reference number can be found via the app.

5.6 In the event that we have to return cash received by Direct Debit to the api (eg, if the payment is reversed from your bank account, or if you reclaim the cash from the api through a chargeback, under the Direct Debit rules), then you will owe us the relevant amount of cash and we can recover it from you through your cash balance, or selling down your holdings to cover the difference. We will not be liable for any loss as a result of this.

In-Specie Asset transfers/Re-registration 

6.1. You may be able to transfer existing assets held in your name or from another provider into your Investment Account where the terms of the Investment Accounts you have with us permit this. You will need to contact support at support@nuwealthapp.com to arrange this.

6.2. In-Specie transfers or re-registering assets in this way means that the ownership of an asset is transferred from one person to another without the need to convert the asset to cash. This depends on us offering the exact same assets and share classes in your chosen Investment Account(s) as those which you currently hold. We are not obliged to offer the same assets or share classes to you on our Platform. 

6.3. We will not charge you for In-Specie transfers or re-registering assets. 

6.4. If you choose to transfer existing assets into your Investment Account from other parties, we will rely on those third parties providing adequate and accurate information regarding your assets. We cannot be held liable for any loss or damage suffered by you due to inaccuracies, delays or failures by these third parties in providing us with information or the assets themselves. 

Ownership and Custody of Cash and Assets on the Platform 

7.1. We do not provide custody services for you but have arranged for the Custodian, Seccl Custody Limited, to do so. You therefore have a direct relationship with the Custodian for the custody of your investments, governed by the Custody Terms in Schedule 1.

7.2. It is important that you read the Custody Terms as they are legally binding on you and create direct contractual rights and obligations between the Custodian and you by applying for a Platform Account, you consent to the appointment of Seccl and the Custody Terms.

Interest on Cash 

8.1. Cash held in your Platform Account may be placed with a number of banks, in interest bearing accounts. You may therefore receive interest on any Cash held in your Platform Account at the prevailing rate from time to time offered by such deposit takers. Please refer to Schedule 1 for further details. 

Cash Balance 

9.1. If your Available Cash Balance is below the amount required to meet any fees and charges, we will sell part of your Assets held within the relevant Investment Account to restore the Available Cash Balance.

9.2. We will not accept any liability where a sale under clause 11.1 above is made at a disadvantageous time, has a material effect on the balance of Assets within a Portfolio, or if you incur any tax liability. 

9.3. Where we are required to sell Assets to restore your Available Cash Balance, we will: 

9.3.1. sell enough Assets to restore the Available Cash Balance. If there are restrictions imposed on the number of shares/units which may be sold at one time, then the number of shares/units sold may be significantly higher than is required to restore the Available Cash Balance; 

9.3.2. sell sufficient Assets from the largest available daily traded Asset holding, which may include Assets which have been restricted. Where insufficient daily traded Assets are held, we will sell from the next largest available Asset holding and so on; 

9.3.3. sell the entire holding if we would be required to sell more than 95% of a holding; 

9.3.4. only sell holdings in whole shares/units and round up to the nearest share/unit. 

 Buying and Selling Assets via the Platform 

10.1. We offer a variety of Assets for you to invest in that may vary from time to time including: 

10.1.1. Funds; 

10.1.2. Exchange-Traded Assets. 

10.2. Not all of the Assets available on our Platform are always available on all Investment Accounts. 

10.3. There are risks associated with investing which depend on the Assets you choose. For more detailed information please refer to the NuWealth Key Features document as well as the relevant documentation for your chosen Assets, such as a Key Investor Information Document. If there is anything that you do not understand or agree with, we recommend that you seek advice from a qualified financial adviser before investing. The fact that an Asset is available does not imply that the Asset is suitable to your needs. 

10.4. We may add or remove the Assets available to you through our Platform at our sole discretion. 

10.5. We do not carry out execution, clearing or Settlement of transactions to buy or sell Assets on the Platform, but have arranged for Seccl Custody Limited (Seccl) to provide these services to you. You therefore have a direct relationship with Seccl for execution, clearing and Settlement, governed by the relevant terms of these Platform Terms & Conditions (including in sections 14 to 16 below). It is important that you read sections 14 to 16 carefully as they are legally binding on you and create direct contractual rights and obligations between us and you and between Seccl and you. By applying for a Platform Account, you consent to the appointment of Seccl and the relevant terms of these Platform Terms & Conditions (including in section 14 to 16 below).

 Instructing us to buy or sell Assets 

11.1. Order instructions to buy or sell Assets must be provided online via the Platform. Once we have received your order instructions, we will transmit them to Seccl. Telephone and written instructions will only be accepted at our discretion and on a recorded line and usually where the order cannot be undertaken online.

11.2. Orders placed through the Platform may be sent automatically to an execution venue without being considered by any member of our or Seccl’s staff. 

11.3. When your Adviser or DFM places an order on your behalf, it is their responsibility to ensure that there is sufficient Cash in your Investment Account to buy an Asset. Neither we nor Seccl are responsible for any loss you may suffer due to a delay to the processing of your order caused by there being an insufficient Available Cash Balance in your Investment Account. Seccl will only place an order on your behalf once Cash is available in your Investment Account. Some Assets are categorised as complex Assets in accordance with the Applicable Law. If you have appointed an Adviser Firm and they permit you to open an Investment Account and trade without their advice you will be an Execution-only Client for the purposes of this Investment Account.

11.4. You agree that your Adviser, and where applicable your DFM, is authorised to provide us with instructions on your behalf. 

11.5. Instructions to us to buy and sell Assets on your behalf will be transacted directly by Seccl with the third party concerned (such as a Fund manager), in accordance with Seccl’s Order Execution Policy at Schedule 2. By applying for a Platform Account you consent to Seccl’s Order Execution Policy, which is designed to ensure that Seccl obtains the best possible result for you in accordance with Applicable Law. 

11.6. Seccl will exercise all reasonable professional care in the execution of deals and selection of brokers, banks and other third parties whom Seccl may from time to time instruct and neither we nor Seccl shall incur any liability whatsoever to you for any loss or diminution in the value of Assets as a result of their actions unless we fail to do so. If we or Seccl make an error, we will correct your Investment Account accordingly. We will ensure that our action to correct the matter will be fair to you. 

11.7. As explained in Seccl’s Order Execution Policy, you authorise Seccl to execute transactions on your behalf outside of a UK regulated market (such as a stock exchange or multilateral trading facility) where appropriate. 

11.8. Some orders may be aggregated and a bulk deal placed. Seccl’s Order Execution Policy governs the placement of such deals. When orders are disaggregated, there may be penny rounding differences which cannot be allocated at a Client level. Where this occurs, Seccl will pay any such roundings to a registered charity annually. 

11.9. You may be able to cancel an unexecuted order on your Investment Account via the Platform. However, please note that there may be a slight delay between the order being executed and it then being removed from the list of pending deals on the Platform. It may not therefore always be possible to cancel an order shown as pending. And in that case, you may have to buy or sell the Asset again and you may not get back the original value of your investment. 

11.10. We or Seccl may cancel a transaction without notice where it is believed there is a valid reason, including where we or Seccl are requested to do so by a third party involved in executing a transaction such as an exchange (like the London Stock Exchange) or a counterparty. Neither we nor Seccl will be liable for any loss you incur as a result of the cancellation in such circumstances.

11.11. We and Seccl reserve the right to reject an order. For example, levels of trading are actively monitored and acceptance of orders from Clients who have a history of excessive trading or whose trading has been disruptive may be refused. 

11.12. Certain Assets may have a minimum trade value. Consequently, a trade placed for less than this amount will be rejected, and we will inform you or your Adviser by email. 

11.13. In instances where a payment to your Investment Account is unpaid for any reason, you will be held accountable for any loss that may arise due to market movement. 

11.14. You are not permitted to trade to take advantage of ”market timing”. This covers circumstances where, for a short period, Asset pricing does not yet reflect a potentially significant market impact. For example, a Fund with a Valuation Point of 12pm UK time may allow for trading in other time zones before being re-priced. Seccl will discuss suspected market timing activity with relevant third parties (such as Fund managers and stockbrokers) and adjustments may be applied after trades to account for major market movements. 

11.15. Where there is a need to fulfil due diligence under FCA or UK anti-money laundering legislation we and Seccl reserve the right to defer Settlement. We may also ask you for additional documentation if required by us or third parties under UK anti-money laundering legislation and guidance.

11.16. For Exchange-Traded Assets, Seccl can only deliver Assets or the proceeds of a sale to your Investment Account when Seccl has received these Assets or sale proceeds from the other party to a transaction. Due to the time it takes for some transactions to Settle in certain markets outside of the UK there may be a delay as to when Seccl receives sale proceeds. 

11.17. For Funds, Seccl delivers Assets or the proceeds of a sale to your Investment Account when the trade Settles. 

11.18. The proceeds of the sale of an Asset will usually only be paid to your Platform Account or to [a UK bank account in your name]. In some instances, Seccl may agree to pay the proceeds to another company appointed by you to act on your Platform Account, for example an FCA regulated company or a solicitor that operates a client money account. 

11.19. Seccl will place any order in good faith and will assume you have understood that money placed in Assets outside the UK regulatory regime may not provide the same protection as UK Assets. For further information please refer to your Adviser and clause 34. 

11.20. Seccl’s policy in respect of the use of proceeds from the sale of Assets is as follows: 

11.20.1. Cash proceeds from confirmed (but not Settled) sales can be used to buy both new Assets or new investments in Model Portfolios. 

11.20.2. For investments outside of a Model Portfolio, new Asset purchases which have been confirmed (but not Settled) can be sold. However, for Model Portfolio rebalances, new Asset purchases must be Settled before being sold. 

Seccl reserves the right to vary any aspect of the above policy without notice. 

11.21. Seccl has discretion to apply Cash to an Investment Account on a day other than a Business Day. After you have made your investment, Seccl may have to adjust your holding (for example, on the basis of instructions received from a Fund manager or counterparty).

 Buying and Selling Funds via the Platform 

12.1. Once cleared Cash is available in your Investment Account, Seccl will try to place any trades within the next two Valuation Points. For some Funds the next available Valuation Point may be later than one Business Day after the order has been placed. 

12.2. Some Funds available on the Platform are dual priced. The price Seccl trades at for these Funds may be different to the price listed at a particular point in time on the Platform. It is you, your Adviser’s or your DFM’s responsibility to research the pricing of any Funds you select. 

12.3. Fund managers may automatically correct pricing errors and not inform Seccl if it is below 0.5% of the Fund value. There may be some occasions when your order is sold at the erroneous price and the Fund manager will not correct the price. 

12.4. Some Fund managers will only accept purchases or sales to the nearest decimal place as specified by them. In such circumstances there may be small residual amounts of Cash which will be retained within your Investment Account. 

12.5. Settlement of a Fund sale will take place on the intended Settlement date at the point of execution.

12.6. Please speak to your Adviser for more information on specific terms relating to Fund trading and pricing or contact our Client Services team. 

 Buying and selling Exchange-Traded Assets via the Platform 

13.1. Settlement of Exchange-Traded Asset transactions will be undertaken via CREST. CREST is the computer-based system which enables Assets to be held and transferred in un- certified form and which is operated by Euroclear. Each CREST transaction will normally be Settled no later than two Business Days after the transaction date and following receipt of all the required documentation. 

13.2. Some Exchange-Traded Assets may only be traded to a ‘lot size’ specified by the issuer. This means…

13.3. We cannot accept trades that do not Settle in sterling in CREST. Overseas Exchange-Traded Assets available on the Platform must have an arrangement with CREST that allows them to be Settled in sterling. If a foreign exchange rate is applied to a trade, this rate will be provided by the relevant third party at the point of execution of the trade. 

13.4. Prices of Exchange-Traded Assets displayed within your Investment Account reflect the latest daily and end-of-day prices respectively. Some Exchange-Traded Assets price less frequently (for example monthly). These prices should therefore only be used as an indicative price.

13.5. Seccl will actively monitor Asset price movement and apply controls such as price tolerance checking. For example, where Asset prices move by greater than 5% from the previous Valuation Point. 

13.6. Seccl will not:

13.6.1. deal in suspended Exchange-Traded Assets; 

13.6.2. accept short positions; or 

13.6.3. undertake stock lending.

Auto Invest Option via the Platform 

14.1. You can make regular monthly contributions that can be auto invested. For Exchange-Traded Assets, the minimum is the amount of the last known whole share price.

14.2. Regular contributions will be made on the 7th, 14th, 21st, or 28th calendar day of each month (or the next applicable Business Day) as chosen by you. For Exchange-Traded Assets, partial trades will not be placed.

14.3. Regular contribution instructions and auto investments will continue to be executed until varied or stopped by you via the Platform. 

Withdrawals and transfers from your Platform Account 

15.1. Any withdrawal or transfer requests are subject to the settlement of any outstanding investment order(s), tax liabilities, and Charges. If we do not know how much the tax, Charges or other amounts will be, we may retain an amount of Cash that we feel is reasonable and appropriate. Any remaining Cash will then be paid to you or transferred out. If payment to you results in full removal of the Investment Account balance (for both Cash and Assets), we will close your Investment Account once we are satisfied that no further income (for example, dividend income) is due to you. 

15.2. Subject to the Applicable Law and the applicable terms and conditions for the Investment Account you wish to make withdrawals from: 

15.2.1. you can make one-off and/or regular withdrawals; 

15.2.2. Regular withdrawals can be paid monthly. They can only be paid into your Nominated Bank Account and will only be paid on a Business Day. Withdrawals must be a specified amount in sterling; 

15.2.3. if there is insufficient cleared Cash in your Investment Account prior to the date that a payment is due to be made, an auto sell-down can be instructed to cover the withdrawal amount; and 

15.3. The ability to re-register Assets will depend on the receiving provider offering the exact same assets and share classes in the receiving investment account(s). We reserve the right to recover from your Platform Account any re-registration costs that we incur in the re-registration process, for example, where we have been charged by the new provider. 

15.4. Transfer requests may be initiated by giving instructions to us via email. In the event of transferring Assets from your Investment Account, you must cease all trading on your Investment Account in those Assets. 

 Corporate Actions and reports 

16.1. Assets in which you invest may be affected by “Corporate Actions” (i.e. something that will bring about a change in the investments you hold such as rights issues, stock splits, mergers, and name changes). Some Corporate Actions require a choice to be made in respect of your holdings in a particular Asset, such as a Fund. This is known as an election. 

16.2. Subject to Applicable Law and the provisions of these Platform Terms & Conditions, we will be under no obligation to provide proxy voting services and will not be required to exercise any rights or take any action whatsoever in respect of Corporate Action events. We will process mandatory corporate actions and elective actions with the default option. 

16.3. Where a Corporate Action does not require election, we will inform you of the details within 10 Business Days after the effective date of the Corporate Action. 

16.4. All Corporate Action communications will be notified electronically to you via email.

16.5. If a Corporate Action results in a change to an Asset or creates Assets that cannot be held on the Platform, we reserve the right to return the Asset to you if the terms of the Investment Account allow this. We may also request that you sell or switch out of the Asset before the election deadline.

16.6. Certain Corporate Actions (such as consolidations) may result in fractional allocations of shares and/or Cash distributions. For example, if the terms of a consolidation were 1 share for every 10 held, this could result in a fractional entitlement. Fractional entitlements will be sold where possible, and the Cash proceeds distributed to Clients as appropriate.

16.7. We will not forward company reports relating to your Assets. We are also unable to pass on to you any shareholder perks relating to Assets held by you. 

16.8. We will not contact you regarding shareholders' or unit holders' meetings or to vote.

Dividends and other Distributions from Assets 

17.1. We will collect Income generated by your Assets and pay it to your Investment Account within 10 Business Days of us receiving both the cash and a valid tax voucher. 

17.2. If you hold non-UK Assets, we will not reclaim any withholding tax deducted on the income. For information on how to reclaim any eligible withholding tax, please seek independent advice from a tax specialist. We are unable to provide assistance or advice for this process.

17.3. As required by Applicable Law, we will report any Income received from your Assets to HMRC. 

Charges 

18.1. Charges applicable to your Platform Account will depend on a number of factors including: 

18.1.1. the value of your Investment Account(s); 

18.1.2. the Investment Account(s) in which you invest; and,

18.1.3. the Assets in which you invest.

Please speak to our Client Services team for details of the latest Charges applying specifically to your Platform Account – otherwise, details can be found online at nuwealthapp.com or via the Fees & Charges section of the NuWealth app.

18.2. Our charges are set out in the NuWealth Charges schedule available on our website nuwealthapp.com and form part of our Agreement with you. Our charges may be subject to change. For details on when we may change our charges and how we will notify you, please see Section 27 - Changes to these Platform Terms & Conditions. This will not affect any of your rights to close your Platform Account and terminate these Platform Terms & Conditions with us. 

18.3. We apply our charges on the value of the total Assets and Cash held in your Platform Account, including any Assets suspended from trading.

Other Charges 

19.1. Other charges may include Asset Charges and transaction charges. Please speak to our Client Services team for further details. 

Charges - Funds

19.2. A Fund manager may apply a bid/offer spread or initial charge, an exit charge on leaving the Fund and other fees. An annual management charge is also generally made to reflect the cost of managing the investments within the Fund and expressed as a percentage of the value of the Fund. The annual management charge for a particular Fund is shown in the Key Investor Information Document (KIID) that you will be given. These Charges are usually deducted directly out of the Assets within the relevant Fund. 

19.3. Adjustments may need to be made after the sale of a Fund has been executed. For example, a Fund manager may apply a “dilution levy” to the withdrawal from a fund. A dilution levy is designed to offset any potential effect on the value of the Fund and is most likely to apply if the size of an individual transaction represents a significant proportion of the relevant Fund. Under these conditions, we will contact you to explain any such further Charges being applied. 

19.4. If a Fund in your Investment Account is small, any Charges relating to the Fund may have a disproportionate effect on the value of the Fund. 

19.5. For further details of Charges applied by Fund managers, please refer to their literature or speak to your Adviser or our Client Services team. 

Charges - Exchange-Traded Assets 

19.6. Charges may be applied such as Stamp Duty Reserve Tax (SDRT) and the Panel On Takeovers And Mergers (PTM) levy. For further details of Exchange-Traded Asset Charges please refer to the Exchange-Traded Asset literature. 

How Charges are taken 

19.7. Where the Available Cash Balance within a specific Investment Account is insufficient to cover the Charges, an auto sell-down will be instructed from the largest holding in the Investment Account. 

19.8. All Charges that we have deducted from your Investment Account will be reflected on your Valuation Statement. However, you may have agreed to pay additional charges for services about which we are unaware. You should speak to our Client Services team to understand all charges and fees for which you may be liable.

Taxation 

20.1. Please refer to a suitably qualified professional for any relevant legal, investment or tax advice specific to your individual circumstances. 

20.2. You will be wholly responsible for your tax liabilities. Levels of taxation and tax relief are subject to change and depend on your individual circumstances. 

20.3. We are required under Applicable Law to collect certain information about your tax residency. We may be obliged to share this and other Platform Account information with HMRC who may transfer this information to the government of another territory where the UK has entered into an agreement with them to do so. 

20.4. Except where explicitly stated, all Platform Charges are deemed inclusive of any taxes that may apply.

20.5. Where applicable, we will provide you with a consolidated tax voucher each year, based on our understanding of current law and regulatory requirements. We will aim to do this within 90 days of the previous tax-year end. This may assist you with completing your tax return but please note that it is your responsibility to calculate your tax liabilities accurately and ensure that they are paid.

20.6. Should you hold overseas Assets, it remains your or your financial adviser's responsibility to ensure that you understand the tax position for your chosen Assets. It may be possible to obtain a reduced rate of withholding tax on foreign Income payments. This will be wholly dependent on your personal circumstances and compliance with any relevant procedures for the jurisdiction in which the Assets are based. 

20.7. We will not accept responsibility for not receiving a reduced rate of withholding tax as a result of incorrect or incomplete documentation. 

Changes to these Platform Terms & Conditions 

21.1. We or Seccl may change the terms of these Platform Terms & Conditions, including our Charges, from time to time in whole or in part, for the following reasons:

21.1.1. to conform with any legal, regulatory, FCA Rule, HMRC rule or code or practice requirements or industry guidance; 

21.1.2. to reflect any decision or recommendation by a court or the Financial or Pension Ombudsman Service; 

21.1.3. to allow for the introduction of new or improved systems, methods of operation, services, or facilities; 

21.1.4. to reflect changes in the cost of providing our services to you, including any direct costs we are required to pay to others; 

21.1.5. to reflect changes in market conditions; 

21.1.6. to make them clearer or more favourable to you; or 

21.1.7. for any other valid reason. 

21.2. Where we or Seccl make a change to any terms in these Platform Terms & Conditions (including our charges) which may be to your disadvantage, we will give you at least 30 days’ written notice. This is unless the reason for the change (for example, one of the reasons under clause 28.1) requires us to implement a change of this kind sooner. Otherwise we will give you written notice within 30 days of making the change. 

21.3. The most up to date versions of these Platform Terms & Conditions and the NuWealth Charges schedule is available on our website at www.nuwealthapp.com.

21.4. If you are not satisfied with a change, you will be entitled to terminate your Platform Account under Clause 28 of these Platform Terms & Conditions and there is no charge for doing so. However, please note you may still have to pay applicable fees and Charges as outlined in the NuWealth Charges schedule. 

21.5. If you do not notify us that you are dissatisfied with any changes to these Platform Terms & Conditions before the end of any notice period, you will be treated as accepting the changes. 

21.6. No change will affect any outstanding order or transaction or any other legal rights or obligations which may have arisen before the date of the change. 

Ending this Agreement 

Changing your mind

22.1. Depending on the Investment Account chosen, you can cancel your Platform Account up to 30 days after you receive confirmation that it has been opened (your "Cooling off Period"). We will confirm the Cooling off Period that applies to each of your Investment Accounts.

22.2. If you have asked us to invest your Cash in Assets available through the Investment Account, you may get back less than you have invested if you cancel. If there is any gain in the value of your Assets, including any Cash interest, up to the point at which you cancel, this gain will not be returned to you. On receipt of written instructions to cancel, we will arrange to sell any Assets purchased. We will not return any monies to you until such transactions have cleared. 

22.3. If you have not asked us to invest your Cash in Assets during your Cooling off Period and you decide to cancel your Investment Account, you will receive back the original amount.

22.4. If you do not cancel within the Cooling Off Period, your Platform Account will continue in accordance with these Platform Terms & Conditions.

Closing your Platform Account

22.5. You may close your Platform Account and end this Agreement at any time outside your Cooling off Period by providing us with notice via email to support@nuwealthapp.com or by withdrawing or transferring Assets elsewhere.

22.6. We may close your Platform Account and end this Agreement immediately if you commit a material breach of these Platform Terms & Conditions. For example, if you commit an act which may be detrimental to our reputation. If we do this, we will write to you to inform you. Otherwise, we may close your Platform Account and end our Agreement with you by giving you at least 30 days' notice. Your account may be closed if it is deemed inactive, meaning, no transactions have been initiated by you for at least 6 months, and your account value is under £10.  Additionally, your Platform account and/or savings account may be closed if you fail to hold the mandated minimum balance in that account, for a period of 7 days or more.

22.7. Closure is subject to the settlement of any outstanding investment orders, tax liabilities and Charges. If we do not know how much these amounts will be, we will keep an amount of Cash that we feel is reasonable and appropriate to cover such liabilities, and any remaining Assets will be transferred out. 

22.8. Following settlement we will close your Platform Account and transfer your Assets to you unless the rules of the Investment Accounts require us to transfer these Assets to another provider. The payment to you will normally be by BACS credit to your Nominated Bank Account. 

22.9. Should any payments (such as interest, dividends, tax reclaims) due to you arise after closure, we will pay this to you unless such payments amount to £10 or less which will be paid to a registered charity. 

In the event of your death - Individuals 

22.10. In the event of your death, we will deal with your GIA as instructed by your personal representatives once we have received evidence that they have the authority to give us instructions. For information about how we deal with your ISA please refer to the relevant ISA Key Features Document.

22.11. Once we have received a death certificate and a copy of the Grant of Probate, Letters of Administration, or certificate of Executorship, we will allow your representative to access your Platform Account, buy, switch, redirect or sell Assets, take withdrawals, or make any payments to your Platform Account.

22.12. NuWealth Platform Charges will continue to accrue until all Assets or Cash have been paid to your beneficiaries. 

Dormant Platform Accounts 

22.13. We will contact you via your last known email address informing you that we may close your Platform Account. If we do not hear from you after taking reasonable steps to further contact you in accordance with Applicable Law, we will arrange for your Assets to be sold and for the Custodian to gift the proceeds to a registered charity. 

22.14. We may begin the process of closing your Platform Account, if: 

22.14.1. at least twelve years pass without having received any instructions relating to Assets held in your Platform Account (excluding transactions such as payments or receipts of Charges, or similar items); or 

22.14.2. at least six years pass without having received any instructions relating to Cash held in your Platform Account (excluding transactions such as payments or receipts of Charges, or similar items). 

22.15. Additionally, having taken the steps in clause 28.17, in instances where there is a Cash balance, we will close your Platform Account and the Custodian will gift the Cash balance to a registered charity. This means that the Custodian will cease to treat your Cash as client money, and you will lose the protection of your Cash being held in the Custodian’s client account. This is a bank account owned and managed by the Custodian in accordance with the FCA's client money rules (CASS) for the benefit of Clients via a range of regulated banks.

22.16. If at any time in the future you contact us and ask us for payment of Cash or the proceeds from the sale of Assets, the Custodian will, once we have checked your identity, pay what is due to you. 

Communication 

Usage of our Platform 

23.1. We aim to make our Platform available 24 hours a day, but we cannot guarantee that it will always be available. We may restrict and/or change the hours and time of operation of any of the aspects of the Platform. Where reasonably practicable we will give advance notice of this, but this may not always be possible and/or practical. 

23.2. The Platform may be temporarily unavailable or restricted for routine, administrative, maintenance or other reasons. If this happens, we will try to restore availability as soon as possible. You may also be unable to access the Platform because of the failure, inefficiency, or unsuitability of your equipment and/or your internet or other telecommunication services which are outside of our control. 

23.3. Where the Platform is unavailable due to circumstances outside of our control, we do not accept any liability for any loss or damage arising out of or in connection with service disruption. 

23.4. You agree not to copy, reproduce, or redistribute, in whole or in part, any information or data contained as part of the Platform except for the purposes of accessing and using the Platform for your own personal use. Information on the Platform is subject to copyright with all rights reserved. 

23.5. You agree not to use the Platform for any illegal or improper purpose, for example, the transmission of defamatory or obscene material. You shall fully compensate us for any loss we suffer as a result of you using the Platform in this way. 

23.6. We try to ensure that the information available on the Platform at any one time is accurate and not misleading. However, the Platform does contain links to other websites and resources provided by third parties for which we are not responsible, and we accept no liability for any loss or damage arising from the use of these websites or inaccuracy, errors or omissions in the information provided by third parties. 

Security 

23.7. All information passed between the Platform and Clients is encrypted using a secure internet standard. 

23.8. You will not disclose any username, password, or other security items we give you to uniquely identify you on the Platform (your “Security Details”) to any other person. 

23.9. You instruct us to accept as genuine and to authorise any instruction placed using your Security Details unless you advise us that they have been compromised. 

Your communications to us 

23.10. You agree to monitor and manage your Platform Account and report to us immediately any errors you believe exist. These could include instructions not executed, incorrect trades, transfers, valuations, or deductions from your Platform Account. We may not be liable for the cost of errors identified.

23.11. You will be able to view your Platform Account online. You will also receive statements via the Contract Notes & Statements on the NuWealth App every three months. 

23.12. You will inform us as soon as possible if there are any material changes to your circumstances, for example, your contact details or your Nominated Bank Account. 

Our communications to you 

23.13. We will communicate with you via the NuWealth App and by email. 

23.14. Notices and other communications to you, including any changes to these Platform Terms & Conditions, will be sent to you via the App, email, or by other electronic means as operationally necessary. Notices and communications will be sent to all Platform Account holders through the app or via email.

Statements, valuations, and contract notes 

23.15. You can check the latest valuation of your Investment Account by logging into the Platform. We will also provide a Valuation Statement every three months. 

23.16. Any suspended Assets will be valued at the last known price available. 

23.17. You should check your Valuation Statement. In the event of any queries or concerns you should contact our Client Services team immediately. 

23.18. We reserve the right to correct any erroneous records relating to your Platform Account without first giving notice to you. 

23.19. Where applicable, we will provide you with a consolidated tax voucher each year. We will aim to do this within 90 days of the previous tax year end. This may assist you with completing your tax return but please refer to your Adviser for advice specific to your individual circumstances. 

23.20. In addition to tax vouchers and statements we will also provide contract notes for each transaction executed for each Investment Account. Contracts notes are the evidence that you have bought or sold an Asset including the Assets traded, the price received and the date on which the transaction was executed. They will be available online within the Contract Notes & Statements page on the NuWealth App. 

Policies 

Data Protection 

24.1. In the course of providing services to you under these Platform Terms & Conditions, we will receive personal data from and about you. We will act as a data controller for the personal data that we process about you. We will process your personal data in accordance with our obligations set out in the Data Protection Legislation. 

24.2. Under the Data Protection Legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Notice, and it is important that you read it.

Conflicts of Interest 

24.3. We apply a Conflict of Interest Policy under which conflicts are managed with a view to minimising the risk of detriment to Clients. Please see the Policy itself for more information.

Complaints Policy 

24.4. In the event of a complaint, you can write to support@nuwealthapp.com. Our full Complaints Policy is available from our website at https://www.nuwealthapp.com/site-terms/complaints.

24.5. If you are not satisfied with our response to your complaint, you may have the right to refer your complaint to the Financial Ombudsman Service (FOS), by writing to: The Financial Ombudsman Service, Exchange Tower, London, E14 9SR Telephone: 0800 023 4567 – free for people phoning from a 'fixed line' (such as a landline at home) 0300 123 9123 – free for mobile- phone users who pay a monthly charge Email: complaint.info@financial-ombudsman.org.uk. A FOS brochure is available on request from us or by visiting www.financial-ombudsman.org.uk.

Anti-Bribery and Corruption 

24.6. We maintain an Anti-Bribery and Corruption Policy which covers all aspects of our business. 

Liability 

25.1. You agree to accept full responsibility for all instructions placed by you. All instructions made via the Platform are at your sole risk and you will be liable for any tax or other Charges arising from any transactions made through your Platform Account. 

25.2. We reserve the right to deduct all Charges incurred under these Platform Terms & Conditions and any other liabilities from your Assets held in your Platform Account, including those arising from deals placed with third parties on your instruction. Where possible, we will declare these Charges clearly in advance of your instruction. 

25.3. We will not be liable to you or anyone else for any event which is outside our reasonable control (and which does not relate to or arise by reason of our fraud, wilful default, or negligence). Examples of these events are fire, war or civil unrest, Act of God, revolution, act of terrorism, flood or other adverse weather conditions, pandemic, any strike, or industrial action and/or government regulation. However, these events exclude any failure to perform their obligations by any of our sub-contractors and/or agents (except to the extent the sub-contractor or agent suffers an event which is outside their reasonable control). These events also exclude any strike or industrial action of our employees and/or any shortage of materials or supplies unless such shortage can be reasonably shown to afflict the entire industry in which we operate. Seccl’s liability to you and your liability to us and Seccl will be limited in the same way.

25.4. You will be responsible to us, Seccl and the Nominee for any liability or loss which we, Seccl or the Nominee may suffer or incur (including taxes for which you are liable, and any expenses reasonably and properly incurred) in the proper course of administering your Platform Account. However, you will not be responsible to the extent the liability or loss arises from any negligence, wilful default, or fraud on the part of ourselves, Seccl or our Nominee. Nothing in these Platform Terms & Conditions limits our or Seccl’s liability under the FCA Rules. 

25.5. We will only accept instructions to buy and sell Assets through the Platform.

25.6. Nothing included in the Platform constitutes an offer or solicitation to buy or sell Assets by anyone in any jurisdiction in which such an offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. 

25.7. We maintain professional indemnity insurance cover in respect of our activities, as required by Applicable Law. 

Compensation 

26.1. We are covered by the FSCS in respect of the Platform services we provide to you under these Platform Terms & Conditions. If you make a valid claim against us and we are unable to meet our liabilities in full, you may be entitled to compensation from the FSCS, of up to £85,000. Seccl is also covered by the FSCS in respect of the services it provides to you (including execution, custody and, where applicable, as the provider of one or more of your Investment Accounts). You may be entitled to compensation from the FSCS of up to £85,000 where you have a valid claim against Seccl, and Seccl is unable to meet its liabilities in full.

26.2. Your Cash and Assets are always held separately from our or the Custodian’s own accounts and from those with whom we place the investments. As such, any insolvency practitioner should be obliged to return your cash and investment to you as part of any wind-down process. The insolvency practitioner may deduct fees before returning your remaining balance.

26.3. If a provider of any Asset fails financially, as long as the one selected is covered by the FSCS, your investments should remain covered up to a maximum of £85,000. However, this does not protect you against losses if the market were to fall in value. 

26.4. The banks that our Custodian uses acknowledge your money is held as client money which is protected in the event of the insolvency of NuWealth or the Custodian. 

26.5. In the event of the insolvency of one of the banks the Custodian uses, any client money the Custodian holds for you is protected under the FSCS up to a maximum of £85,000 for each client (if the Account is a Joint Account, each Account holder will be entitled to up to a maximum of £85,000 each), and bank with whom client money is held. This limit is applied to banks that are separately authorised and can only be applied once, therefore banks operating under different brands within the same authorisation are covered under the same limitation. The Custodian’s current banking partner is Lloyds Bank plc. The Custodian will inform you if this changes.

26.6. The compensation limit of £85,000 includes any other money held by you in bank accounts with the authorised banks our Custodian uses, therefore if you have current or deposit accounts with the same bank these will all count towards the compensation limit of £85,000. Temporary high balances of up to £1 million are protected for a limited period of 6 months from when the amount was first credited to the account or became legally transferable. The FSCS website has further details on the definition of a temporary high balance. 

For further information please visit the FSCS website (www.fscs.org.uk). 

Other important terms 

27.1. We may transfer our rights and obligations under these Platform Terms & Conditions to someone else. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 

27.2. You may only transfer your rights or your obligations under these Platform Terms & Conditions to another person if we agree to this in writing. 

27.3. Even if we delay in enforcing these Platform Terms & Conditions, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Platform Terms & Conditions, or if we delay in taking steps against you in respect of your breaching these Platform Terms & Conditions, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 

27.4. This Agreement is governed by English and Welsh law and if you are a Retail Client living in England or Wales you, we and Seccl can bring legal proceedings in respect of this Agreement in the English and Welsh courts. If you live in Scotland or Northern Ireland, you can bring legal proceedings in respect of this Agreement in either the English and Welsh courts or in the courts of your country of residence. 

27.5. If you are a Professional Client, any dispute or claim arising out of or in connection with a contract between us or Seccl, including this Agreement, or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Section 3 Stocks & Shares ISA

Terms 1, 3, 4, 8, 9, 13, 14, 16, 17, 18, 19, 20 also apply to your Standard General Investment Account(s)

These ISA Terms apply to the NuWealth Stocks & Shares ISA (Individual Savings Account), and General Investment Account(s)

These ISA terms apply to the individual savings account that you have with the ISP and are supplementary to any terms you have with them.

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

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.

Application and commencement

1.1 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.

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

Your ISA

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

2.2 Your NuWealth 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.

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 NuWealth 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 Investment Services Provider (ISP) where you have authorised the ISP to take such decisions on your behalf. The ISP is NuWealth

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

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

5.3 As your Stocks and Shares 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 without affecting your current year’s ISA allowance.

5.4 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. 

ISA investments

6.1 You may hold such investments in your NuWealth 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 NuWealth 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 In accordance with the ISA Regulations, SCL will register the investments held in your NuWealth ISA in the name of one of its nominees.

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

6.4 We will make available to you on request copies of reports and accounts, scheme particulars or 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.

Normal Tax Treatment of ISA Assets

7.1 No tax is payable on any income received and any gain arising on investments.

7.2 We, as ISA Manager, will, in accordance with the ISA Regulations, make reclaims, conduct appeals and agree on our behalf, liabilities for and relief from tax in respect of your ISA. You authorise SCL, as ISA Manager, to provide HMRC with all applicable details of your ISA.

7.3 You may be required to pay tax on any income or gains on investments in your ISA if it becomes void or in need of repair.

7.4 Any interest, dividends or gains will continue to be exempt from tax in your ISA until the earlier of:

7.4.1 The completion of the administration of the deceased’s estate; or

7.4.2 The closure of the account; or

7.4.3 The 3rd anniversary of the death of the ISA holder.

Withdrawals

8.1 If you wish to withdraw or cash in some or all of your NuWealth Stocks and Shares ISA, you (or the ISP on your behalf) must provide the SCL with written instructions. SCL will process the withdrawal in a timely manner.

Death

9.1 If you die, we will deal with your ISA as instructed by your personal representatives. They must first prove they have authority to give this instruction to us via NuWealth.
Your personal representatives can instruct NuWealth to sell the ISA investments and for us to pay the proceeds to the personal representatives in cash, or to transfer the ISA investments to them.

Transfers

10.1 You may transfer an existing ISA from a different ISA manager to NuWealth ISA 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 NuWealth ISA.

10.2 You may ask us to transfer all of your NuWealth ISA from SCL to a different authorised ISA manager, subject to the ISA Regulations. The transfer will depend on the other manager agreeing.

10.3 On receipt of a valid instruction from another ISA manager, SCL will transfer your NuWealth ISA to them within the timescale stipulated by you, however your requested timescale must not be less than 30 days.

10.4 You must transfer the full value of your NuWealth ISA, we do not offer partial transfers.

10.5 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.

UK Residency

11.1 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.

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

Cancelling your ISA 

12.1 You can cancel your NuWealth ISA by contacting the ISP within 30 days of opening the account. You can choose to withdraw the value of any investments you’ve made or transfer to another provider. We will not be liable for any losses or costs following the sale of your investments.

 Ending your ISA

13.1 Subject to the ISA Regulations, you may end your NuWealth Stocks 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 NuWealth 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.

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

13.3 In the event of termination:-

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

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

Bankruptcy

14.1 If we are notified that you have been declared bankrupt under the Insolvency Act, HMRC requires us to close your NuWealth ISA. The closure will take effect from the date on which a trustee is appointed.

14.2 Any interest or tax credits received after the appointment date will be returned to HMRC. All Assets will be held, pending further instructions from the trustee or Official Receiver.

A void isa

15.1 We will manage your NuWealth ISA in accordance with HMRC’s ISA regulations. We will notify you and must inform HM Revenue and Customs if, for any reason, your account has or will become void for tax purposes because the provisions of the ISA Regulations have not been met, or you have not complied with these Terms. If your NuWealth ISA becomes void, you may lose part or all of your tax exemption relating to the ISA.

15.2 When we receive your instructions, all investments held in your NuWealth ISA account and proceeds arising from those investments will be transferred or paid to you within 30 calendar days of the request being received. We will not be liable for any losses or costs following the sale of your investments.

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

Delegation

16.1 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.

16.2 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.

Your personal information

17.1 SCL 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.

Intellectual property

18.1 All copyright, trademarks and other intellectual property in the materials and information on the SCL 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.

Complaints & FSCS Cover

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

19.2 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.

19.3 We will endeavour to resolve any complaint as soon as possible.

19.4 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.

19.5 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

19.6 The NuWealth 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 NuWealth 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:

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

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

19.7 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.

Changing or ending these Terms

20.1 You agree to SCL 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 NuWealth 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.

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

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

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

20.2.3 to take account of any reorganisation of the Seccl companies, or a transfer of rights as outlined at 20.1 above;

20.2.4 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;

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

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

20.3 If any changes are made to the Terms & Conditions, the latest version will always be available on our website at www.nuwealthapp.com and you should refer to them regularly. Where the changes are reasonably considered to be material or detrimental to you SCL 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).

20.4 Notwithstanding clause 20.3, 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.

20.5 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.

‍

Section 4 - Stocks and Shares Junior ISA

These Terms apply to the NuWealth Stocks and Shares Junior Individual Savings Account (JISA).

In the event of any conflict between these JISA Terms and any other Terms, the JISA 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.

Commencement

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

1.2 The JISA allows you to invest separately on behalf of a child, subject to a lower annual subscription limit. When the child for whom a JISA is opened reaches age 18, it automatically converts into a SCL Stock & Shares ISA held in their own name.

Your Junior ISA

2.1 A child can hold a maximum of one cash JISA and one stocks and shares JISA at any time up to the age of 18. Any JISA held can be transferred to different providers.

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

About your JISA manager

3.1 SCL is approved by HM Revenue & Customs for these purposes.

3.2 SCL will manage your NuWealth JISA 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 NuWealth JISA. All investment decisions that you take in respect of the investments that you wish to hold in your JISA will be yours or those of the Investment Services Provider (ISP) where you have authorised the ISP to take such decisions on your behalf. The ISP is NuWealth.

Eligibility

4.1 If the child already holds either a stocks and shares JISA or a Child Trust Fund (CTF), this must be transferred across to us in full in order to open and subscribe to our NuWealth JISA. In addition to open a JISA the child must be:

4.1.1 under the age of 18, 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

4.2 The person who opens the JISA will be the “registered contact” for legal purposes and will be responsible for making the investment decisions and managing the account until the child reaches 18 and the JISA converts into an ISA. At that time the former child beneficiary becomes entitled to manage the investments as the holder of the ISA.

4.3 The registered contact must be a person with parental responsibility for the child holding the account.

Subscription levels

5.1 The Registered Contact is responsible for ensuring that the JISA subscription limit is not exceeded for every tax year subscriptions are paid.

5.2 Once the JISA subscription limit for a tax year has been reached (taking into account any cash JISA held), no further subscriptions can be made to this NuWealth JISA or any cash JISA held.

5.3 In each tax year the Eligible Child may only subscribe to one Cash JISA and one Stocks and Shares JISA with the same or different providers in any combination of subscription up to the overall subscription limit.

 JISA investments

6.1 You may hold such investments in your NuWealth JISA 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 NuWealth JISA 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 In accordance with the JISA Regulations, SCL will register the investments held in your NuWealth JISA in the name of one of its nominees.

6.3 The Eligible Child is, and must remain as, the Beneficial Owner of JISA Assets. JISA Assets must not be used as security for a loan.

6.4 We will make available to you on request copies of reports and accounts, scheme particulars or 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.

Normal Tax Treatment Of JISA Assets

7.1 No tax is payable on any income received and any gain arising on investments.

7.2 We, as ISA Manager, will, in accordance with the ISA Regulations, make reclaims, conduct appeals, and agree on our behalf, liabilities for and relief from tax in respect of your JISA.

7.3 You authorise SCL, as ISA Manager, to provide HMRC with all applicable details of your JISA.

7.4 You may be required to pay tax on any income or gains on investments in your JISA if it becomes void or in need of repair.

Withdrawals

8.1 No withdrawals are allowed from the NuWealth JISA before the Eligible Child reaches the age of 18 except:

8.1.1 On the death of the child, or

8.1.2 On direct instruction from HMRC, where the child is terminally ill or where the JISA is void or repaired, or

8.1.3 To pay any charges due

Death

If you die, we will deal with your JISA as instructed by your personal representatives. They must first prove they have authority to give this instruction to us via NuWealth.

Your personal representatives can instruct NuWealth to sell the JISA investments and for us to pay the proceeds to the personal representatives in cash, or to transfer the JISA investments to them.

Transfers

10.1 We accept the transfer of the following held by an Eligible Child:

10.1.1 a whole Stocks and Shares Junior ISA;

10.1.2 a whole Child Trust Fund in cash;

10.1.3 and part or whole of a cash Junior ISA.

10.2 If only part of a cash Junior ISA is being transferred to us, any payments that have been made in the current tax year must be transferred to us in full.

10.3 The transfer will depend on the other ISA Manager or Child Trust Fund provider agreeing.

10.4 You may ask us to transfer all of your NuWealth JISA from SCL to a different authorised JISA manager and subject to the ISA Regulations, The transfer will depend on the other manager agreeing.

10.5 On receipt of a valid instruction from another JISA manager, SCL will transfer your NuWealth JISA to them within the timescale stipulated by you, however your requested timescale must not be less than 30 days.

10.6 Our NuWealth JISA must always be fully transferred.

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

Cancelling your JISA 

11.1 You can cancel your NuWealth JISA by contacting the ISP within 30 days of opening the account. You can choose to withdraw the value of any investments you’ve made or transfer to another provider. We will not be liable for any losses or costs following the sale of your investments.

Ending your Jisa

12.1 SCL may terminate its services as your NuWealth JISA Manager by giving you 30 days written notice.

12.2 In the event of termination: -

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

12.2.2 These JISA Terms will continue to apply to your JISA until all transactions or transfers have been effected and relevant payments made.

A void JISA

13.1 We will manage your NuWealth JISA in accordance with HMRC’s JISA regulations. We will notify you and must inform HM Revenue and Customs if, for any reason, your account has ceased or will become void for tax purposes because the provisions of the JISA regulations have not been met, or you have not complied with these Terms. If your NuWealth JISA becomes void, you may lose part or all of your tax exemption relating to the JISA.

13.2 When we receive your instructions, all investments held in your NuWealth JISA account and proceeds arising from those investments will be transferred or paid to you within 30 calendar days of the request being received. We will not be liable for any losses or costs following the sale of your investments.

13.3 For more information on the reasons a JISA might become Void please speak with your Adviser.

Delegation

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

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

Your personal information

15.1 SCL 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.

Intellectual property

16.1 All copyright, trademarks and other intellectual property in the materials and information on the SCL 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.

Complaints & FSCS Cover

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

17.2 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

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

17.4 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

17.5 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

17.6 The NuWealth JISA 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 NuWealth JISA, its Assets and any Cash held in your JISA 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:

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

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

17.9 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.

Changing or ending these Terms

18.1 You agree to SCL 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 NuWealth JISA 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.

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

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

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

18.2.3 to take account of any reorganisation of the Seccl companies, or a transfer of rights as outlined at 18.1 above;

18.2.4 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;

18.2.5 to reflect any changes to terms agreed between us and any third parties which are relevant to your NuWealth JISA;

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

18.3 If any changes are made to the Terms & Conditions, the latest version will always be available on our website at www.nuwealthapp.com and you should refer to them regularly. Where the changes are reasonably considered to be material or detrimental to you, SCL 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).

18.4 Notwithstanding clause 18.3, 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.

18.5 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.

‍

Section 5 - Savings Terms

These terms apply to the savings account that you have with NuWealth, (the investment service provider or the ISP) and are supplementary to any terms you have with them. In the event of any conflict between these savings terms and any other terms, the savings terms will apply.

1. Commencement

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

2. Your savings account

2.1 You can hold a maximum of one NuWealth savings account per savings account type. For example, you can open one GB Bank Base Rate Tracker account. If more account types become available, you can hold up to one of each.

3. Third parties

3.1 NuWealth has engaged the services of Bondsmith for administrative tasks related to the savings product, and Bondsmith shall be responsible for the collection and deposit of funds into a client money account managed by Bondsmith.

3.2 GB Bank shall deposit an aggregated amount from Bondsmith into a designated account at GB Bank, from which withdrawals to Bondsmith will be made as required.

3.3 By agreeing to these terms, you are also agreeing to the terms as set out by these third parties (Bondsmith, and GB Bank), and agree to the sharing of necessary personal information in order to carry out the services in relation to your savings account.

Bondsmith is a trading name of Bondsmith savings Ltd. Bondsmith Savings Ltd is registered in England and Wales, no 13223331. Registered office: 124-128 City Road, London, EC1V 2NJ. Bondsmith is authorised by the Financial Conduct Authority under the electronic money regulations 2011, firm reference 955601, for the issuing of electronic money.

For the Bondsmith terms of use, click here.

GB Bank Limited is authorised by the prudential regulation authority and regulated by the Financial Conduct Authority and the prudential regulation authority (financial services register number: 850286. The financial services register can be accessed at www.FCA.org.uk/register). GB Bank is a company registered in England and Wales (company number 10702260) and its registered office is 2 Centre Square, Middlesbrough, TS1 2BF.

For GB Bank Base Rate Tracker terms, click here.

For GB Bank 30 Day Notice terms, click here.

For GB Bank 95 Day Notice terms, click here.

For GB Bank Easy Access terms, click here.

4. Eligibility

4.1 To open a savings account you must be:

4.1.1 18 years of age or older

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

5. Limitations

5.1 Deposits

5.1.1 To open the account, you must make a minimum deposit of £500. £500 is the minimum account value to hold the GB Bank Base Rate Tracker, Notice savings account, or Easy Access savings account with NuWealth.

5.1.2 After this initial deposit, deposits must be of £50 minimum value or more.

5.1.3 Deposits must be made from your nominated bank account, with the correct Unique NuWealth Account Reference. Failure to do so may result in the deposit failing and being returned to your bank account.

5.1.4 The maximum account value is £250,000 for the Base Rate Tracker and Notice accounts, and £85,000 for the Easy Access account, all, with up to £85,000 covered by FSCS protection. For GB Bank’s ‍FSCS Information Sheet and Exclusions List, click here. For more information, visit www.fscs.org.uk 

5.1.5 Notice Accounts cannot have further deposits made once notice has been given for a full-balance withdrawal, until the notice period has elapsed and withdrawal has been processed. Once the full-balance withdrawal has completed, deposits can be made once more.

5.2 Base Rate Tracker withdrawals: you may make a withdrawal up to a maximum of once per calendar month.

5.2.1 For all Savings accounts, any amount above £50 can be specified for withdrawal, providing the total account value is £500 or more.

5.2.2 For Notice accounts, the notice period, as determined via the account name and details, must elapse before the withdrawal will be transferred back to the client’s bank account. The notice period begins on the next business day once the full withdrawal is initiated. For example, for the 30 day notice account, once the withdrawal is instructed on a Saturday, the withdrawal will be processed after 30 days have elapsed from the following Monday (which is the next business day).

5.2.3 For Notice accounts, if the withdrawal is cancelled prior to the required notice period elapsing, the notice period resets. If the client initiates a withdrawal later, the full notice period must elapse again prior to the withdrawal being released.

6. Interest

6.1 Our interest tracks the Bank of England base rate and is updated accordingly.

6.1.1 All interest is paid gross. You are solely responsible for calculating and paying tax due on interest payments.

6.1.2 Interest is calculated and added to your account daily (on business days).

6.1.3 The interest rate on the GB Bank Base Rate Tracker account will never be less than Bank of England base rate minus 0.50%. Rates on the Notice accounts are variable and changes will be communicated with sufficient notice in advance of any change.

6.1.4 The rate will adjust within 3 business days following a change in the Bank of England base rate.

7. Fees and charges

7.1 No fees or charges apply to the GB Bank Base Rate Tracker account or Notice Savings accounts. It is free to open, hold, and use. There are no charges or fees for depositing or withdrawing.

8. Account access

8.1 Your account is accessible solely through the NuWealth Invest mobile app, available on the apple app store and google play store.

8.2 If you are unable to access your account for any reason, please contact support at support@nuwealthapp.com

9. Closing your savings account

9.1 You can close your savings account by contacting the ISP and requesting a closure at any time, once your total funds have been withdrawn from the account.

9.2 While you are free to close your savings account at any time, early closure may result in the forfeiture of any promotional benefits, should they exist, such as cashback, rewards, or other incentives, as specified in the account’s terms. Refer to the account summary for comprehensive details on applicable conditions.

10. Ending your savings account

10.1 NuWealth, Bondsmith, and/or GB Bank may terminate its services as your savings provider by giving you 30 days written notice.

10.2 In the event of termination: -

10.2.1 NuWealth, Bondsmith, and/or GB Bank is entitled to deduct any such amounts as it is permitted or required to deduct under these terms, the terms of the relevant third parties, or the client agreement; and

10.2.2 These terms will continue to apply to your savings account until all transactions or transfers have been affected and relevant payments made.

10.2.3 If we terminate your savings account before the end of the promotional period or for reasons specified in our terms and conditions, you may forfeit any associated benefits, should they exist, including but not limited to cashback, rewards, or other promotional incentives. Such early closure and the resulting loss of benefits are subject to the conditions outlined in the account summary. Please review the account summary and our full terms and conditions for detailed information.

11. In the event of the account holder’s death

11.1 We will require a copy of the death certificate and a letter proving the right of executorship. Then the executor can instruct the funds to be released, and we will process the request.

12. Delegation

12.1 NuWealth, Bondsmith, and/or GB Bank may delegate any of its functions under these terms to another organisation which NuWealth, Bondsmith, and/or GB Bank, exercising due skill, care, and diligence, has determined as being competent to exercise such functions.

12.2 Where NuWealth, Bondsmith, and/or GB Bank decides to delegate its functions, you consent to NuWealth, Bondsmith, and/or GB Bank providing that organisation with such information about you and your account 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 and as required to carry out the services provided. 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 NuWealth 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 any third party.

15. Complaints & FSCS cover

15.1 If you have a complaint about any element of the savings account, please contact us at support@nuwealthapp.com.

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 savings account 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. The current compensation limits are as follows:

15.6.1 For cash, such as the money in your savings account - 85,000 per eligible claimant, per bank.

15.7 NuWealth’s banking partners are Bondsmith and GB Bank, 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 FSCSs 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 NuWealth 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 savings account 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 poorer service.

16.2 We may make reasonable and appropriate changes to these terms & conditions at any time whilst your savings 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 NuWealth, Bondsmith, or GB Bank companies, or a transfer of rights as outlined at 13.1 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 savings account;

Section 6 - Summary of conflicts management at NuWealth

Introduction

1.1 NuWealth is committed to maintaining the highest professional standards and, therefore, we endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all of our customers fairly and in accordance withFCA rules and principles.

Nature of a conflict of interest

2.1 In essence, a conflict of interest is a situation in which NuWealth (or any of its personnel) finds itself in a position where its own interests conflict with the duties and obligations owed to its clients or, a situation in which NuWealth's duty to one client conflicts with its duty to another. Identifying conflicts of interest for the purposes of identifying the types of conflict and potential conflicts that arise which may entail a material risk of damage to the interests of a client, we must consider whether NuWealth or its directors, employees or contractors (NuWealth personnel) or any other person linked by control to NuWealth:

Is likely to make a financial gain, or avoid a financial loss, at the expense of a client;

Has an interest in the outcome of a service provided to a client or transaction carried out on behalf of a client, which is distinct from the client's interest in that outcome;

Has an incentive to favour the interest of another client or group of clients over the interests of the client;

Carries on the same business as a client, or

Receives or will receive from a person other than a client an inducement in relation to a service provided to the client, in the form of remuneration, goods or services.

Conflict situations

3.1 We have identified a number of situations which may give rise to a potential conflict of interest. These situations include, but are not limited to, the following:

We receive gifts, entertainment or other monetary and non-monetary benefits from our service providers or business partners (for example, the issuers of the investment products we make available to clients through the mobile app), which could give rise to a conflict with respect to the duties that we owe to our clients;

NuWealth personnel who have outside commitments (e. G. Directorships or other outside business interests) may be influenced to act in a manner that conflicts with the interests of NuWealth or its clients; and where NuWealth personnel invest for their own account in certain investments which are retained as investments for client accounts.

Conflict avoidance

4.1 We seek to organise our business in such a way as to avoid conflicts of interest arising.

Conflict management

5.1 For conflicts of interest which are unavoidable, we have put in place procedures which are designed to ensure that the management of any conflict takes place in such a way that NuWealth (and its personnel) are not advantaged and that no client is disadvantaged. All of our employees are provided with training in these procedures and the standards of conduct expected of them. NuWealth's board of directors remains responsible for ensuring that such procedures are appropriate and that employees act accordingly. Specifically, we have put in place the following procedures to assist in our identification and management of conflicts of interest:

Gifts & entertainment policy: we ensure that all NuWealth personnel are subject to appropriate restrictions and monetary limits for any gifts or entertainment received;

Personal account dealing policy: we ensure that all NuWealth personnel pre-clear and report any personal trading activity which may conflict with the interests of our clients;

Pre-approval process for all outside business interests: we ensure that our personnel's external commitments do not conflict with the interests of NuWealth or its clients;

Protection of information: we maintain appropriate safeguards to protect sensitive or confidential information which could give rise to conflicts of interest. These measures are designed to prevent unauthorised access, inappropriate use, or inappropriate dissemination of such information; and

Separation of functions: where our internal functions might give rise to conflicts of interest, we put in place arrangements to separate such functions and ensure that separate management and reporting lines are established.

Conflicts disclosure

6.1 If we are not reasonably confident that we are able to manage a particular conflict to adequately protect the interest of a client, the general nature and/or source of conflicts of interest will be clearly disclosed before we undertake any business. The following conflicts are managed through disclosure:

We may aggregate your personal data (including, if you sign up to the round up service, your transactions) with that of other clients and licence or sell it to third parties in anonymised form.

Section 7 - Custody Terms

Standard Accounts Custody Terms

1. Background

1.1. NuWealth has arranged for Seccl Custody Limited ("Seccl") as the Custodian to provide the custody services described in this schedule (the “Custody Terms”) to you. Seccl is authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, registration number 793200, to arrange, safeguard and administer custody of cash and assets.

1.2. Seccl is registered in England, registration number 10430958. To contact Seccl, you can write to 20 Manvers Street, Bath, BA1 1JW.

1.3. Terms not defined in these Custody Terms have the meaning set out in the Platform Terms & Conditions or the FCA Rules.

 2. System Operation - Applying and Transacting

2.1. Seccl is authorised to ensure that the custody of your Cash and Assets are kept safe in accordance with Applicable Law. 

2.2. Any deposits or withdrawals of Cash or instructions to buy, sell or transfer Assets, through the Platform, will be recorded and managed in accordance with the FCA Rules. Seccl will ensure any investment instructions arranged by the Platform Provider are completed in accordance with the Platform Terms & Conditions. 

2.3. All Cash will be held with an approved bank in a designated client money statutory trust account. The account is held separately from any monies held by either Seccl or the Platform Provider. 

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

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

2.6. Where Assets are held in an “omnibus account”, the legal title to these Assets will be in the name of the Nominee together with Assets held for other Clients. This means that Assets held for you will not be separately identifiable within the Nominee’s account, only in Seccl’s books and records. In the event of a default in relation to Assets held in an omnibus account, you may not receive your full entitlement if there is any irreconcilable shortfall in investments and may share with other Clients in the shortfall in proportion to your original share. There may also be a delay in receiving your entitlement to such investments. 

2.7. Where Cash is held in a pooled account together with money from other Clients, you will not have a claim against a specific amount in a specific account. In the event that any bank with which Seccl has deposited the client money was to fail, you may not receive your full entitlement and may share in the shortfall with other Clients in proportion to your original share. This could include any fees deducted by insolvency practitioners.

2.8. Seccl will have instances where it needs to appoint third-party nominees or sub-custodians to maintain the custody services offered. By agreeing to these Custody Terms, you authorise Seccl to do this. 

2.9. Seccl will use reasonable care and due diligence to perform its duties as Custodian.

2.10. Where Seccl receives income from your Assets, for example through dividend payments or fund distributions, Seccl will reconcile and credit these to your Investment Account(s). All overseas dividends are processed with standard rate withholding tax as applicable for the overseas territory.

2.11. As “Corporate Action” events arise (i.e. something that will bring about a change in the investments you hold such as rights issues, stock splits, mergers and name changes), Seccl will inform the Platform Provider who will take action as set out in Section A of the Platform Terms & Conditions. 

2.12. Seccl will facilitate the transfer of Cash and Assets in accordance with your instructions and the Platform Terms & Conditions. 

3. Cash Processes

3.1. Any Cash deposits or income will be credited to the relevant Investment Account once identified and reconciled by Seccl.

3.2. Seccl will pay any and all interest net of any amounts retained by the Platform Provider according to the Platform Terms & Conditions. Interest is accrued daily and paid monthly, calculated on cleared Cash balances. Interest which accrues on client money accounts will not be treated as client money until it is applied each month.

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

3.4. Seccl may use a combination of instant access, notice and unbreakable term deposit accounts to diversify the way it holds client money, where notice periods or unbreakable terms may be up to 95 days in accordance with the FCA Rules. In extraordinary circumstances, there may be a delay in receiving any withdrawals.

4. Settlement

4.1. Settlement of Assets will be in line with market best practice. Where Assets are traded in Exchange Traded Instruments (“ETIs”), Seccl will normally operate on a delivery-versus-payment ("DVP") settlement basis, which means the full protections of the FCA Rules will not apply to the Settlement of purchase and sale transactions within a specified window using a “commercial settlement system”. By agreeing to the Custody Terms, you permit Seccl to apply the DVP exemption up until any delivery of Assets (purchases) or Cash (sales) passes the third Business Day, after which the full protection of the FCA Rules will apply.

4.2. For Model Portfolio and switch orders, Seccl will place a buy order after the sell instruction is confirmed by the Fund manager or the market. Seccl may delay the purchase of ETI orders if the intended Settlement date on the sale of a Fund is a day or more beyond that of the ETI order.

5. Liens

5.1. Seccl reserves the right to enforce the right of liens (a right for us to hold on to Assets in our possession pending payment of a debt you owe) over the Assets in specific circumstances and were agreed with the Platform Provider.

6. Communications

6.1. All communication with you will be in English through the App or via your registered email.

6.2. Seccl 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 Platform Provider of any errors or omissions in respect of the accuracy of these documents.

7. Complaints

7.1. Seccl has its own complaints policy. If you want to complain, please contact the Platform Provider first, at support@nuwealthapp.com. If the complaint relates to services provided by Seccl, Seccl will provide the Platform Provider with all necessary information to resolve the complaint. The Platform Provider may ask Seccl to take control or assist with the complaint if necessary.

7.2. If you would rather contact Seccl directly, please contact Seccl by email at support@seccl.tech or by post to The Compliance Officer, 20 Manvers Street, Bath, BA1 1JW.

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

· Exchange Tower, London E14 9SR.

· Telephone: 0800 023 4567 or 0300 123 9 123;

· email: complaint.info@financial-ombudsman.org.uk; and

· website: www.financial-ombudsman.org.uk.

8. Remuneration

8.1. The Platform Provider pays Seccl for custody services. In some cases, this may be paid directly from your Platform Account depending on your Agreement with the Platform Provider.

9. Conflicts of Interest

9.1. Seccl maintains a Conflicts of Interest Policy independent of the Platform Provider. It is available by contacting the Platform Provider.

10. Force Majeure Event

10.1. To the extent permissible under Applicable Law, neither you nor Seccl shall be responsible for any loss or damage suffered by the other by reason of any natural and unavoidable catastrophes that interrupt the expected course of events and restrict you or Seccl from fulfilling obligations under these Custody Terms. If such loss, damage or failure is, or may occur, due to such an event, each party will use reasonable endeavours to minimise the effects and will notify the other.

11. Data Protection

11.1. In acting as your Custodian, Seccl will have access to the data you provide when you apply to the Platform. In the agreement between the Platform Provider and Seccl 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.

11.2. Seccl will use your details for regulatory reporting purposes and will not use or share your information for marketing purposes.

11.3. Seccl will retain your data and relevant communications for a period of seven (7) years from the date you close your Platform Account in line with FCA rules.

12. Use of Third Parties

12.1. To provide custody services Seccl will use the services of third party service providers.

12.2. Examples include the provision of: data and price feeds of assets, the execution of trading instructions, clearing and Settlement services, banking services, client verification, regulatory reporting, card payment services and the facilitation of automated transfer instructions.

12.3. Where services are provided by a third party, Seccl will use reasonable care and due diligence in selecting them and monitoring their performance. Except in relation to the services of the Nominee under clause 2.4, Seccl 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. If the third party defaults or becomes insolvent, Seccl will attempt to recover any losses you have suffered. However, if the third party cannot repay its creditors any shortfall may have to be shared proportionally among them, including you and other Clients, and you may lose some or all of your Cash or Assets. This may include circumstances where it is not possible under the relevant national law and the arrangements for the registration of legal title to the Assets to identify the Client Assets from the assets of the third party firm. In this situation, you will not necessarily be entitled to compensation from Seccl, and you may seek recompense from the FSCS.

13. Account Closure

13.1. Where your Platform Account has been closed, Seccl may pay away residual balances below £10 remaining on your Platform Account to a registered charity chosen by Seccl in line with FCA rules. 

14. Termination

14.1. Seccl may terminate the Custody Terms at any time by giving the Platform Provider thirty (30) days' written notice (subject to Applicable Law).

14.2. Seccl may also terminate the Custody Terms with immediate effect by written notice if required to do so by Applicable Law or on instructions from the Platform Provider.

14.3. In this event, the Platform Provider will instruct Seccl where to transfer your Assets and Cash. If the Platform Provider does not do so promptly, or if it no longer represents you, then Seccl will ask you and you will give the relevant instruction. Seccl will transfer your Assets and Cash in accordance with the relevant instruction or otherwise directly to you. The Custody Terms will continue to apply until the transfer is complete.

15. Severability

15.1. If any part of the Custody Terms is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

16. Notices of Change/Variations

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

17. Governing Law

17.1. The Custody Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.2. You agree that the courts of England and Wales 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 their subject matter or formation.

18. Liability

18.1. Seccl will use all reasonable skill, care and diligence in acting as your Custodian. Seccl will be liable to you for any direct loss that is the result of negligence or failure by Seccl to account for Cash or Assets in Investment Accounts or through a breach of FCA Rules, unless any such failure is the result of the acts or omissions of you or the Platform Provider.

18.2. Nothing in these Custody Terms shall be read as excluding or restricting any liability Seccl may have for death or personal injury or any duty or liability it may have to you under the FCA Rules or regulatory system.

18.3. Seccl will not be liable for the following:

· loss of business, goodwill, opportunity, or profit; or 

· any special, consequential, or indirect loss whatsoever. 

· as a result of us doing (or not doing) anything in reliance upon an instruction given (or which we reasonably believe to have been given) by you; 

· as a result of your decisions relating to the choice, purchase, retention and sale of any Assets in your Investment Account(s); 

· from the default of any bank, fund manager or provider which holds your Cash and Assets (except as required under the FCA Rules); 

· from the performance of any Assets; 

· from any tax liabilities or charges that are incurred in relation to your Investment Account(s) and/ or the Assets held within it; or 

· from any instruction sent by you that is not received by us, unless we do not receive it due to a fault or omission on our part. 

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

19. Headings

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

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Section 8 Order Execution Policies

Order execution policy (Standard accounts)

1. Introduction

The NuWealth Platform has appointed Seccl Custody Limited (“Seccl”) to provide custody services. The Order Execution Policy is aimed at providing a general understanding of the typical dealing arrangements provided by Seccl when using the NuWealth Platform.

 Any reference in this Order Execution Policy “we”, “us” and “our” are references to Seccl. 

These arrangements may vary for different categories of investment types and are described below. In addition to the Platform Terms & Conditions of the service you consent to this policy, and it will apply each time we receive and place a client order for execution.

This document outlines our Order Execution Policy (the “Policy”), which details our obligation to take all sufficient steps to obtain, on a consistent basis, the best possible result (“Best Execution”) when transmitting client orders for execution.

2. Transmission

Exchange traded orders

We place all Exchange–Traded Asset orders with Winterflood Business Services (“WBS”) for execution. In selecting WBS as our third-party broker for execution, we have considered a number of factors, including (but not limited) to:

· the size and type of the transaction/order and the broker’s capabilities with respect to the relevant type of order, including its ability to execute the order in an appropriate timeframe;

· the competitiveness of applicable fees and commissions, which may be based on the size of the order or the price of the financial instrument;

· the broker’s reputation and responsiveness to requests for trade data and other financial information;

· the broker’s system capabilities of routing orders to execution venues where good liquidity is likely to be present;

· statistics and other information by independent consultants on the relative quality of execution services/financial services delivered by the broker;

· past performance in terms of the general value and quality of services provided by the broker;

· consistency of execution services provided.

We have satisfied ourselves that WBS has arrangements in place that enable us to meet Best Execution.

The execution factors applied by WBS when executing any orders that we place with them are set out in Section 3 of this policy. The current execution venues used by WBS are detailed in Section 10 of this policy.

Funds

For Funds, client orders will generally be routed to the appropriate Fund manager for execution at the next available Valuation Point for that particular Fund. Clients’ orders may be aggregated as described in Section 6.

3. Best Execution Factors Applied by WBS

When executing orders, unless otherwise specifically instructed, WBS will use price as the primary measure for achieving Best Execution. The following execution factors will be considered, and how these may be considered as part of the decision-making process in the context of the details below (listed in order or priority for a typical trade). Their importance will vary depending on the characteristics of the client order.

Price

Price will be determined with reference to the execution venues to which WBS connects and on which the security is traded. WBS uses automatic execution technology which will source the best price from a range of retail service providers and market makers. Where an electronic price is not available the order will be dealt manually by WBS’s dealing team.

Cost

For orders where brokerage or exchange fees are applicable, WBS will not seek to pass these on to you. For international orders, certain costs (such as foreign exchange ‘FX’) may be passed through to you within the price spread, but WBS deem this to still result in the best overall outcome and hence total consideration for you. Any relevant commission rates will have been agreed with the client in advance.

Likelihood of Execution and Settlement

Likelihood of execution is very high due to the relationships WBS has forged with its market maker and broker counterparties. Likelihood of Settlement is difficult to assess pre-trade, but WBS monitors the Settlement performance of each counterparty so there is a historical track record to base this decision on.

Size

The size of the trade in relation to the liquidity of the stock may have significant influence on the best execution process and is directly correlated to the market impact (implicit costs).

Nature

Consideration will be given to the liquidity of the stock on the order book at the relevant time. Execution may be heavily influenced by the level of on or off order book trading patterns in the stock. These factors plus the size of the order will determine the appropriate execution method. This may include the working of an order into the market place using an appropriate benchmark or immediate execution on an outright bid/offer price, for example.

Speed

The importance of speed of transactions will vary. For example, to reduce the implicit costs associated with market impact, an order might be worked over a day or more. Different order types and specific instructions may also have a bearing on the speed of execution.

Other Relevant Considerations

Careful consideration shall be given not just to each element in isolation, but also to any compromise or interaction between these factors. For example, size against market impact or speed against price, any of which might also be influenced by a client’s specific instruction.

4. Order Types

At present, we offer one exchange traded order type:

At Best Order – Deal immediately at the best available price for that size of order based on the execution venues available, without the client viewing the price in advance.

5. Specific Instruction

When you give us a specific instruction as to the execution of an order, we will execute the order in accordance with those specific instructions and you should be aware that doing so may prevent us from applying this policy to achieve Best Execution. Where your specific instructions relate to only part of the order, we will continue to apply our policy to those aspects of the order not covered by those instructions.

6. Aggregation and Priority

For Funds, orders may be aggregated with the orders of other Clients and bulked prior to executing with the Fund manager. For exchange-traded orders, WBS may combine orders with orders for the account of other clients, or for its own account (including in relation to fractional orders). The aggregation of orders may operate on some occasions to a client’s (or its customers’) advantage and on some occasions to a client’s (or its customers’) disadvantage in relation to a particular order. The decision to aggregate will be taken in WBS’s sole discretion and where orders have been aggregated, they will be allocated to clients on a pro-rata basis in accordance with WBS’s order allocation policy.

Depending on price and the consideration received, the disaggregation of bulked proceeds may result in penny rounding differences which cannot be allocated at individual client level.

7. Charges, Dilution Levy or Exit Charges

For Fund orders, fund managers may levy an initial charge on purchase orders and there is a risk that Fund managers apply a “dilution levy” to the order. This normally happens where there are sizeable buy or sell orders in the market. This is an extra charge placed on the transaction and will be applied proportionately to an order placed. Should this occur, it will be clearly detailed on the order confirmation that we will provide to you.

8. Venues

For exchange-traded orders, WBS may use one or more of the execution venues listed in Section 10 to enable it to obtain the best possible outcome on a consistent basis when executing orders. WBS will regularly assess the execution venues available to ensure the best outcome. The non-exhaustive list of factors which influence their decisions include:

· Cost of Execution

· Level of liquidity available on a consistent basis – market share

· General quality of pricing available

· Cost, speed and reliability of connectivity; and

· Means and costs of clearing and Settlement

9. Monitoring

We will monitor the effectiveness of our policy to ensure that it consistently achieves the best possible result for our clients and to identify whether more favourable results could consistently be achieved by transmitting orders to other brokers or on alternative execution venues. We will review our execution arrangements and this policy at least annually, or whenever a material change occurs that affects our ability to obtain the best possible result for our clients.

Where we identify any deficiencies, we will take appropriate measures and effect suitable changes to our execution arrangements and/or this policy to address such deficiencies.
We will notify you of any material changes to our execution arrangements where they are relevant to you and any changes to this policy. Any such changes will come into effect the next time that we receive a client order for execution.

If you wish to discuss the above or have any further questions, please contact us.

10. Order Venues and RSPs

WBS currently use the following execution venues:

· London Stock Exchange (LSE); including the Alternative Investment Market (AIM).

WBS currently use the following Retail Service Providers (Market Makers/Brokers):

· Canaccord

· Flow Traders B.V

· Investec Bank

· Jane Street Financial Limited

· Jeffries International Limited

· N+1 Singer

· Numis Securities

· Panmure Gordon Limited

· Peel Hunt

· Philip Securities

· Shore Capital

· Stifel Nicolaus Europe Limited

· Susquehanna

· Virtu Financial

· UBS Switzerland AG and

· Winterflood Securities

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Section 9 Customer Investments and Risks

General Risks

The investments held for the benefit of your NuWealth account(s) will be made in shares, etfs and funds. There are a number of general risks associated with such investments - these are highlighted below.

Any investment in an investment product invested in funds, stocks and shares, like those with NuWealth, should be considered as a medium to long-term investment.

There can be no guarantee that any increase in the value of your investments will happen.

The investments held in your NuWealth account(s) have the potential to result in a loss depending on market conditions.

Any investment places your capital at risk, therefore, the value of investments and the income (if any) derived from them may fall as well as rise in value and you may not get back the original amount you invested.

The past performance of your investments is not a guide to future performance. Neither NuWealth nor the product provider/fund manager guarantees the performance of your investment product.

The performance of an investment product is dependent on its investment strategy, the skills and expertise of those responsible for managing its investments, and the market(s) in which it invests.

Stocks, shares, etfs or funds may be valued for pricing and dealing purposes on a frequent basis (for example, daily or weekly) or an infrequent basis (for example, monthly or even less frequently). Certain funds may therefore represent relatively illiquid investments.

Stocks, shares, funds or ETF may be subject to suspensions in valuation, during which time dealing will not be possible. Such suspensions generally occur in exceptional conditions, for instance where the investments of the fund cannot be accurately valued or during periods of significant market turmoil.

UK authorised funds will generally benefit from higher levels of regulatory supervision. Depending on their nature and the jurisdiction(s) in which they are regulated, other funds which may be available to you via the NuWealth app from time to time may be subject to a lower level of regulatory supervision.

Investments made in investment products denominated in currencies other than sterling (or funds, the investments of which are denominated in currencies other than sterling) give rise to exchange rate risk.

Section 10 - Glossary

• Account information: such information as described in Section 1.
• Adviser: means a firm authorised and regulated by the FCA to advise on investments and appointed by you to advise you and act on your behalf in relation to the Platform.
• Agreement: means the legal agreement between us in relation to your Platform Account including the Platform Terms & Conditions.
• Applicable Law: means any law, legislation, instrument, rule, order, regulation, directive, bylaw, or decision which applies to, concerns, or otherwise affects either our or your obligations under these Platform Terms & Conditions, as varied from time to time. This includes the Finance Act 2004, the Financial Services and Markets Act 2000, substantive legislation made under acts, the ISA Regulations, any rules and regulations of any regulatory body (including, without limitation, the FCA rules) and/or the Data Protection Legislation. 
• Assets: means investments (other than Cash) held within your Platform Account such as units or shares in Funds, Exchange-Traded Assets, and other investments available to be held through your Platform Account. 
• Available Cash Balance: means the cash balance available within an Investment Account(s) at any given time. 
• Business Day: means any day when the London Stock Exchange is open for business. 
• Cash: means any cash balances, distributions and other amounts received or receivable as cash in your Investment Account from time to time. 
• Cash account: cash account provided by SECCL via the mobile app or any other third-party provider from time to time
• Charges: means any charges payable in connection with your Platform Account or Investment Account. This includes the NuWealth Platform Charge, Adviser Charges and dealing charges. 
• Charges document: the information provided in a durable medium which sets out all the fees applicable to the services provided to you under the NuWealth Agreement.
• Client: means an individual, attorney, trustee, corporate entity, charitable trust or beneficial owner with an Investment Account on the Platform. 
• Contribution: debits made from your NuWealth account(s) to your investment product.
• Custodian: means Seccl Custody Limited, a firm authorised and regulated by the FCA under reference number 793200 which provides custody services to you. 
• Custody Terms: means the agreement between you and Seccl in relation to how your Cash and Assets are held by Seccl as Custodian at Schedule 1 to these Platform Terms & Conditions. 
• Data Protection Legislation: means the Data Protection Act 2018 and all other Applicable Law and best practice relating to the processing of personal data and privacy. 
• DFM: means a firm authorised and regulated by the FCA to manage investments. A DFM may be appointed by you or your Adviser acting as your agent, to provide discretionary investment management services (such as asset allocation and selection) in relation to your Investment Account on the Platform. Your Adviser may be acting as the DFM (in addition to acting as your Adviser) or the DFM may be a third party.
• DFM Charges: means the fees payable to the DFM as agreed between the DFM and the Client or the Adviser, acting as agent on the Client's behalf.
• Delegate: a person or entity to whom we may delegate to in order that they perform the provision of certain services to you instead of us.
• Euro: euro (the official currency of the European union and its territories as of the date of this agreement).
• Event beyond our control: shall have the meaning in paragraph 11.1 of Section 2 of the terms.
• Exchange-Traded Asset: means any sterling denominated security we make available to you. This includes: shares, warrants, permanent interest bearing shares, gilts, corporate bonds, exchange-traded funds, exchange-traded commodities, investment trusts, or any other exchange-traded asset available to you within your Investment Account on the Platform. 
• FCA: means the Financial Conduct Authority or any successor authority. 
• FCA Rules: means the FCA’s Handbook of rules and guidance, as amended or replaced from time to time. 
• Financial Ombudsman Service or FOS: the office to whom you may refer any complaint you have about the services provided to you if we cannot resolve or settle your complaint (to your satisfaction) within 8 weeks of the date you first make the complaint.
• Financial Services Compensation Scheme or FSCS: a statutory compensation fund from which you may be able to make a claim in the event that a regulated firm is unable (or is likely to be unable) to pay a claim against it. Please note, NuWealth is not covered by this scheme.
• Fund: means an FCA authorised investment fund available on the Platform. 
• General Investment Account (GIA): means an Investment Account subject to taxation. 
• HMRC: His Majesty's Revenue & Customs.
• Income: means all payments received by a Client as taxable income distributed from that Client's Assets (for example dividends and interest) and any tax reclaimed on UK Assets from HMRC on that Client's behalf. 
• In-Specie: means transferring the ownership of an asset from one person to another without the need to convert the asset to cash. 
• Investment Account: means any General Investment Account (GIA), Individual Savings Account (ISA), Self-Invested Personal Pension (SIPP), or Third Party Provider Account (TPPA) held on the Platform. 
• Investment Products: the products offered and provided by NuWealth and which are made available through the NuWealth services.
• ISA: means an Individual Savings Account (ISA) managed under the ISA Regulations. 
• ISA Manager: means Seccl Custody Limited as registered with HMRC as an ISA Manager. 
• ISA Regulations: means Individual Savings Account Regulations 1998, as amended, supplemented, and modified from time to time. 
• Issuer: entities which provide the investment products
• Key Investor Information document or KIID: a short document which a fund manager of a fund categorised as a UCITS is required to produce and make available to you in accordance with applicable laws prior to you deciding to invest and which contains key investor information about the relevant fund and which you should read carefully.
• Linked account: such bank, credit or debit account used in the course of providing the round up services as described in paragraph 11.1 of Section 1.
• Mobile app: as the context requires, such mobile application(s) and/or website(s) as we may make available from time to time to enable you to access your NuWealth account(s) and receive the NuWealth services.
• Model Portfolio: means a defined collection of Assets and Cash set up to achieve a stated investment strategy. Model Portfolios will reflect a particular risk profile. For example, a Model Portfolio may be created that suits a Client with a cautious attitude to risk and will invest in Assets (in appropriate proportions) that are aimed to be consistent with a cautious attitude to risk. 
• Nominated Bank Account: means a UK bank or building society account where you are the named holder and which you have specified as the account to which any amounts under these Platform Terms & Conditions are payable. 
• Nominee: means a company (or entity) created for the purpose of holding Assets as registered owner on behalf of the person entitled to the benefits or ownership of the Asset. The Nominee is Digital Custody Nominees Limited, or any other Nominee as appointed by NuWealth, or by the Custodian. Digital Custody Nominees Limited is a wholly owned subsidiary of Seccl Custody Limited and its registered address is: 20 Manvers Street, Bath, England, BA1 1JW. 
• Order: an instruction received by NuWealth to buy or sell investment products.
• Order Execution Policy: means the document setting out the approach the Custodian will take when executing investment instructions, to establish the best possible result for you in accordance with Applicable Law. 
• Round up services: the services described in paragraph 11.1 Section 1.
• Platform: means the NuWealth Platform, which we operate subject to these Platform Terms & Conditions to allow you to access a range of Assets via one or more Investment Accounts.
• Platform Account: means the account on the Platform that we open in your name to record your Assets and Cash. It allows you to administer and hold your Investment Accounts, including the underlying Assets and Cash held within them. 
• Platform Charge: means the charges payable by you in relation to the Platform, as detailed in the NuWealth Charges Schedule available on our website nuwealthapp.com
• Platform Provider: means NuWealth, NuWealth Limited is a wholly owned subsidiary of Quilter plc. Further details about the Quilter Group are available at Corporate and regulatory information | Quilter plc. NuWealth Limited is authorised and regulated by the Financial Conduct Authority under Firm Reference Number 955775. 
• Platform Terms & Conditions: means these terms & conditions including all sections and schedules. 
• Professional Client: means a client who is a per se professional client, or an elective professional client as defined in the FCA Rules. 
• Portfolio: means either a Model Portfolio or a bespoke Portfolio. 
• Retail Client: means a client who is not a professional client or eligible counterparty as defined in FCA Rules. 
• Round up service: the various methods provided by us to allow you to save on the mobile app in order to make contributions to your chosen investment products.
• Seccl Custody Limited (Seccl): means the UK company with company number 10430958. Seccl Custody Limited is authorised and regulated in the UK by the Financial Conduct Authority, FCA number 793200. 
• Service provider: third party entities which provide services that allow us to provide the NuWealth service
• Settlement, Settle: means the process by which Assets are delivered from one party to another. It involves the contractual exchange of these Assets and Cash from buyer to seller. 
• Sterling: British pounds sterling (the lawful currency of the United Kingdom, as at the date of this agreement).
• Stocks and Shares ISA: means a type of ISA that is a tax efficient Investment Account for your Assets. 
• Terms: these terms, which govern the relevant services provided to you by NuWealth and which form part of your agreement with each of them.
• US Person: means any individual or non-individual that meets any one or more of the criteria of a US Person as defined by either the US Securities Act or Internal Revenue Code as amended from time to time. 
• Valuation Point: means the time used by Fund managers or providers of Exchange-Traded Assets to price units or shares in their Assets that are either bought or sold. 
• Valuation Statement: means a statement provided for you every three months that details all of the activity on your Investment Account in that period. This will include all Charges paid out of your Investment Account during that same period. 
• We/us and our: means NuWealth Limited trading as NuWealth and acting as the Platform Provider. 
• Withdrawal: your instruction cash from your NuWealth account(s), and withdrawn, withdraw shall be interpreted accordingly.
• NuWealth: NuWealth Limited.
• NuWealth account(s): an account that we will open for you which will enable you to set aside cash funds and invest in your selected investment products.
• NuWealth Agreement: means your agreement with NuWealth, as further defined under paragraph 2.1 of Section 1.
• NuWealth services: the services that NuWealth will provide to you as further defined in paragraph 8 of Section 1.
• You/your/yours: means any person agreeing to these Platform Terms & Conditions to apply for a Platform Account, Investment Account(s) and associated services under these Platform Terms & Conditions.