Please read and retain
This document illustrates details of the services we will provide to you and the obligations and rights applying between us and you. If there is anything you do not understand or do not agree with, please contact us immediately or seek independent advice from an appropriately qualified adviser.
These Terms of Business come into force once you (the customer) have signed the accompanying Client Information Form (CIF) and returned it to Direct Market Touch Ltd. By signing the CIF, you agree that you have read, understood and are bound to the following terms and conditions. You also agree to employ the services of Direct Market Touch Ltd. The Terms of Business, together with the CIF, Commission & Charges Schedule, as well as the Risk Warning Notification will form the Terms of Agreement between you and Direct Market Touch Ltd.
This agreement constitutes an “Initial Services Agreement” as defined under the Distance Marketing Directive 2004. This ‘Agreement’ will commence on the date that Direct Market Touch Ltd receives and accepts your completed CIF subject to appropriate Money Laundering verification.
These Terms of Business are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. These Terms of Business set out all of the terms and conditions relating to our provision of these services to you subject to any subsequent amendments that may be notified. You agree that if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.
Each provision of these Terms of Business is severable and if any provision is or becomes invalid for any reason or contravenes any applicable regulations, the remaining provisions will not be affected and will remain enforceable.
Direct Market Touch Ltd. is registered in England No 06731780.
Direct Market Touch is authorised and regulated by The Financial Conduct Authority 490521
Introduction and Glossary
“We” and “Us” mean Direct Market Touch Ltd.
“You” means the person or persons who has or have accepted these Terms Of Business.
“Person” or “Persons” includes one or more individuals, bodies corporate, partnerships, firms, associations (whether incorporated or unincorporated), Trustees, Personal Representatives, and any other person or entity recognised by law.
“FCA” means the Financial Conduct Authority. Our services are regulated by FCA and, where applicable, any term used in these Terms of Business, has the meaning given to it by their rules and regulations.
Blue chip companies or stocks are considered those with either large market capitalisation values or simply well-established companies that have stable earnings and no extensive liabilities. Typically, their shares are perceived to offer reliable returns, low-yield, and low-risk and are very easy to buy and sell (highly liquid investments). These are typically FTSE 100 (Footsie) companies.
You run extra risks of losing money if you buy shares in smaller companies including “penny shares”. There is often a big difference between the buying price and the selling price of these shares. If you have to sell such shares immediately, you may realise much less than you paid for them and you may also have difficulty in selling. The price of penny shares may change quickly, it may go down as well as up and it may be more difficult to sell such shares. You should not invest amounts you cannot afford to lose.
Non Readily Realisable Investments
You may have difficulty in selling these investments at a reasonable price. In some circumstances it may be difficult to sell them at any price. It can also be difficult to assess a proper market price for these investments and you should not invest in them unless you have thought carefully about whether you can afford to make such investment and whether they are appropriate for you.
Means the organisation responsible for the paperless registration, transfer and settlement of transferable securities.
Jarvis Investment Management Plc, our custodian and nominee.
An LSE firm which is obliged to offer to buy and sell shares in which it is registered throughout the mandatory quote period.
Means the London Stock Exchange.
FTSE 100 (Footsie)
An index of the share prices of the 100 largest UK companies (by market capitalisation)
FTSE 250 Index
The next largest 250 UK companies
Combination of FTSE 100 and FTSE 250
The remaining companies listed in the FTSE Actuaries All-Share index
The AIM market is a market designed primarily for emerging or smaller companies. The rules of this market are less demanding than those of the Official List of the London Stock Exchange and therefore the companies quoted on AIM carry a greater risk than a company with a full listing. Market Makers operate with a wide spread between buying and selling prices for small companies and this spread and fluctuations in the share price may mean that you do not get back the full amount invested.
ICAP Securities & Derivatives Exchange (ISDX)
ISDX is a Prescribed Market under FSMA. It is not a recognised or designated investment exchange and companies trading on ISDX are not listed or subject to the same level of regulation as companies trading on AIM or companies with a full listing on the London Stock Exchange. It may be difficult to obtain reliable information about the current trading position of companies on ISDX and, if there is only one market maker quoting prices, there may be occasions where you may have difficulty in buying or selling shares at a reasonable price or at all. Similarly the difference between the buying and selling prices can be wide and prices quoted on ISDX may only be indicative and not firm two-way prices. Additionally, there may have been little or no trading in the stock since its issue. Consequently, there is a higher level of risk attached to companies trading on ISDX.
Market Abuse Provisions of FSMA (Financial Services and Markets Act)
You confirm that you have read and understood the code of market conduct published by the FCA (a copy of which is available on request). You also confirm that you will comply with its provisions in your dealings with us and undertake that you will indemnify us against any loss arising out of any failure by you to comply with such code.
1. Unless we notify you otherwise we will classify you as a Retail Client as defined by the Rules of the FCA. This is because we may currently have insufficient information to judge your status, or we may need to review the transactions that you enter into with us. If during the course of our relationship we determine that you are eligible to be treated as a Professional Client as defined by the Rules of the FCA in relation to some or all of the business that we conduct for you, then we will contact you to discuss this. You should be aware that some of the benefits afforded to Retail Clients under the Rules of the FCA do not apply to Professional Clients and that your written consent is required before we are permitted by the Rules of the FCA to treat you as a Professional Client.
2. You should not deal in financial instruments unless you understand the nature of the instrument you are investing in and the extent of your exposure to risk. You should be satisfied that the investment is suitable for you in the light of your circumstances and financial position. Please remember that the price or values of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance.
3. When we are providing you with investment advice, we are required by the Rules of the FCA only to provide advice in relation to investments that we consider suitable for you based on your personal circumstances, financial position and investment objectives. We have therefore asked you to complete and return the CIF with information on your financial circumstances, investment objectives and the level of risk you are prepared to take in relation to investments and keep us informed of any changes to this information. It is your responsibility to keep us informed of any change in matters and circumstances which we should take into account when giving advice to you. If you do not provide us with comprehensive information, you accept that investment recommendations we make may not be suitable for you and you will have no claim against us accordingly.
4. Once you have completed, signed and returned the CIF, we may contact you to verify that the information that you have provided remains accurate and up to date. This is done in order to establish the suitability of any investment advice we may give you and may also affect the manner and content of the services which we provide to you. If any of the information that you provide at this point conflicts with that on the CIF, then you accept that we are entitled to rely on either submission at our discretion. We may also provide you with a written record of our understanding of your revised objectives upon which our recommendations will be based. If you believe that our record is incorrect, it is your responsibility to request us to amend such record. You agree that, in the absence of any request by you, the record will be deemed to be accurate and you will have no claim against us for making recommendations that are unsuitable.
5. You agree with us that your investment objectives may change during both the long and short term and that this will mean that your attitude to risk may also change. We will assume that you accept an increased level of risk should you decide to deal more frequently and/or change your general size of transaction in financial instruments.
6. You confirm that you are aware of and understand the nature and level of risks involved in dealing in all those financial instruments in which you invest.
7. You accept that there are many factors that can affect the value of your investments including, but not limited to, general market fluctuations, changes in exchange rates (which may affect the Sterling value of overseas investments), company announcements, and market sentiment.
8. We take all reasonable steps to obtain, when executing your orders, or transmitting your orders to other entities for execution, the best possible result for you taking into account the price, costs, speed, likelihood of execution and settlement, size, nature and any other relevant considerations.
Information About Your Transactions & Account
9. By close of business on the next business day following your transactions we, or our custodian, will send you a Contract Note
10. We shall provide you with a half-yearly statement. This will show details of all Transactions effected during the previous six months and will include a valuation of the investments in the Account based on the mid price applicable and in the case of unit trusts, based on the published mid price, and the balance of cash held within the Account. This statement will be prepared in accordance with the Rules and Regulations of the FCA and will be issued within 25 business days after the end of the period to which the statement relates.
Restrictions On Types Of Investment
11. If you do not inform us of any particular investments or types of investments which you do not wish us to recommend to you or purchase on your behalf, we may recommend any investments which we have reasonable grounds to consider are suitable for you.
12. You alone will be treated as our customer under the Rules of the FCA, even if you are acting as an agent and informed us of the identity of your principal. We will not treat any principal for whom you may be acting as our indirect customer unless we have specifically agreed to do so in writing in accordance with a professional client agreement entered into between you and us.
13. We shall be entitled to rely on and treat as legally binding any instructions we reasonably believe to have been given by you or on your behalf. We may refuse to carry out your instructions, if in our reasonable opinion, compliance with them would be contrary to any applicable law, rule, regulation, regulatory requirement, market practice or code of practice, or to do so would be unreasonable in the circumstances.
14. If you wish to give authority to another person to deal on your account, we will require a duly signed power of attorney to that effect. Subject to any limitation in such power of attorney, you agree that we are entitled to treat your attorney as having an unlimited authority to deal on your account. We are under no obligation to obtain your confirmation concerning any limits on the value, size, frequency or indebtedness of their dealings or instructions in respect of safe custody services and we will not be obliged to consider whether they have exceeded the authority you have given to them in light of your circumstances that are known to us.
15. If you are a party to these Terms of Business with another person, or persons, the liability of each of you will be joint and several. Where such persons are trustees, you warrant that you have been validly appointed and will inform us in writing of any changes to the trustees.
Power Of Attorney & Agents
16. Any notice given by us under these Terms of Business will be deemed to have been duly given to you if it is given to the person(s) whom you have informed us is your agent or to the person(s) whom you have informed us holds a power of attorney granted by you.
Terms of Business Not Transferable
17. Unless we consent in writing, your rights under these Terms of Business and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.
18. You expressly invite Direct Market Touch Ltd to communicate with you in English between the hours of 8am and 9pm (and such other hours as the markets in which you normally deal are open) in our local time, Monday to Saturday. We will not contact you on Sundays or outside these hours unless we consider it to be necessary, or we reasonably believe that you may wish to receive a call outside these times to discuss investment business. Where these Terms of Business are addressed to more than one person, any instruction, notice, demand, acknowledgement, request or other communication by or to you may be given by or to any one of you. You expressly confirm that a purpose of your accepting these Terms of Business is to receive our recommendations. You agree to receive unsolicited contact by telephone or by other medium with our recommendations to enter into transactions with us to buy or sell investments.
19. Please inform us of times that you do not wish to be telephoned for reasons of work patterns, religious faith or other personal reasons. We may contact you on an unlisted number if you have previously provided it to us. Our procedures, and the Rules of the FCA, require any employee making an unsolicited call to terminate it immediately if you do not wish the call to continue. For your protection, and to resolve any misunderstandings, we reserve the right (but not the obligation) to record all telephone calls, retain them for our records and to review them as part of our monitoring and training procedures. You agree that any such recorded calls may be used as evidence in a dispute between you and us and remains the property of Direct Market Touch Ltd.
20. Under UK legislation and the Rules of the FCA, we are obliged to identify and also document the identification of all our customers and prospective customers. We therefore ask you to provide your name, address, and date of birth as requested in our Client Information Form. In the event that we are unable to electronically verify your identity, we may contact you to request documentary evidence. Without the relevant information, Direct Market Touch Ltd will be unable to offer you our services.
Applicable Customs & Practices
21. Except as otherwise provided in these Terms of Business, all transactions are subject to the Rules of the FCA and the customs and practices of the exchange or market on which they are executed. You warrant to us that you are not prohibited from using our services by the laws of the country in which you currently reside or otherwise, and that your dealings will comply with all relevant laws and regulations affecting you.
Complaints & Compensation
22. All complaints should be directed in the first instance to the company Compliance Officer at the following address: Direct Market Touch Ltd. Holland House 1 - 4 Bury Street, London, EC3A 5AW
23. We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If, for any reason, you are dissatisfied with our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided with our final response.
24. We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the Scheme if we cannot meet our obligations. For most kinds of investment, the compensation available constitutes 100% up to a maximum of £50,000. We will provide, upon your request, information concerning the conditions governing compensation and the formalities which must be completed to obtain compensation. Further information about these arrangements is also available directly from the Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, Potsoken Street, London, E1 8BN.
25. Unless caused by our fraud, negligence or wilful default, you will, upon demand, indemnify us against any cost, damage, loss or liability however arising by reason of or in connection with any action taken, or any transaction entered into, by us under these Terms of Business.
Rights Of Cancellation, Withdrawal & Termination
26. You have the right to cancel the agreement between us within 14 days from the date of application. However, you do not have cancellation rights in respect of:
a) Transactions that you have entered into with us prior to cancellation; or
b) Transactions that have been completed by both parties at your express request; or
c) The contract is in relation to services subsequently provided under the agreement.
27. Your right to cancel is without prejudice to our accrued rights under this agreement and the termination provisions in the following paragraph.
28. You are entitled to terminate the agreement between us at any time by giving written notice to us, such termination to be effective on the first working day after the notice has been received by us or at any time specified in such notice, whichever is later, subject, in either case, to the completion of outstanding transactions. We may terminate the agreement at any time by giving you notice in writing, or orally or by facsimile, electronic or other virtually instantaneous communication medium. Such termination will be effective from the date specified in the notice. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty. If, on termination, any sum is, or may become, due from you to us, you shall pay such sum to us immediately, and without demand. On termination of the agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which has the effect of reducing or eliminating any liability under any contracts, positions or commitments undertaken on your behalf.
29. In the event of any failure, interruption or delay in the performance of our obligations, resulting from acts, events or circumstances outside our reasonable control (which circumstances shall include, but not be limited to unanticipated dealing volumes, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, act of God, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargo, breakdown, failure, malfunction or delay caused by any public utility, telecommunications or computer service or systems) we shall not be liable for any loss or damage incurred or suffered by you.
Data Protection & Disclosure Of Information
30. For the purpose of data protection legislation, as amended from time to time, you agree that we, our associates and JIM ltd may process personal data relating to you (using computer systems or otherwise) in carrying out our duties under these Terms of Business.
31. We have certain responsibilities under FCA rules to verify the identity of clients and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and you consent to us passing on such information, as we consider necessary to comply with any reporting requirements.
32. You agree that we, and our associates, may hold all the information you provide on computer for administration, marketing and risk assessment purposes. We will also disclose your personal information to JIM ltd for the purposes of providing our services to you. We may also disclose your personal information to third party credit reference agencies in order to search their files. Such credit reference agencies will record the search. By signing the Client Information Form, you consent to your personal information being used in this manner. If you do not wish your information to be used for marketing purposes, please inform us accordingly.
33. We may use, store or otherwise process personal information provided by you or us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purpose of credit enquiries or assessments.
34. The information we hold about you is confidential and will not be used for any purpose except as stated in these Terms of Business. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Information of a confidential nature may be used in the following circumstances:
a) where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us (or any associate);
b) to investigate or prevent fraud or other illegal activity;
c) to any third party in connection with the provision of services to you by us;
d) to purposes ancillary to the provision of services or the administration of your account, including, without limitation, for the purpose of credit enquiries or assessments;
e) if it is in the public interest to disclose such information; or
f) at your request or with your consent.
35. By signing these Terms of Business, you will be consenting to the transmittal of your data outside of the EU/EEA for the purposes outlined above.
36. In accordance with our record keeping requirements, you will not be at liberty to request the destruction or deletion of any record pertaining to yourself unless we are required to do so by force of law or other regulatory requirement. Under the Data Protection Act 1998 (the Act) and in order to facilitate our communications with you and our running of your affairs, you consent to our recording relevant personal information on our firm’s computer system and when necessary disclosing such information to third parties in carrying out your instructions. We will supply to you at your request, on payment of a fee, a copy of the data relating to you and will provide you with a description of the data and the purposes for which it is processed, and with details of the source of the data and any potential recipients of the data. In the first instance, you should direct any such request to us. You should let us know if you think any information we hold about you is inaccurate, so that we may correct it.
37. We may contact you about our products and services which we believe may interest you, unless you informed us in writing that you do not wish to receive this information.
38. In accordance with the legal and regulatory requirements, we will retain your records for a minimum period of five years following the termination of any relationship between us. This period may be extended by force of law, regulatory requirement or agreement between us.
Information About Us
39. Direct Market Touch Ltd is authorised and regulated by the Financial Conduct Authority (FCA) of 25, The North Colonnade, Canary Wharf, E14 5HS, firms reference number 490521 and is registered in England and Wales, company number 06731780.. The registered office is Holland House, 1 - 4 Bury Street, London, EC3A 5AW, or such other place as it may choose from time to time.
40. We do not provide a stop/loss facility, nor are we able to guarantee a response or any action should you ask us to contact you when certain price levels are reached.
41. Where we provide advice and information, Direct Market Touch Ltd will use reasonable endeavours to ensure that such advice or information is accurate, but you acknowledge that advice and information provided by Direct Market Touch Ltd may be based upon information obtained from third parties and/or which is incomplete and unverified. We will not be liable for any costs, claims, liabilities, expenses or losses which you may suffer as a result of relying on any such advice or information unless we have been negligent or acted in bad faith.
42. If you are designated as an execution-only client or if you have not supplied us with sufficient information (either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or when, even though you have previously supplied us with information, we may reasonably believe that you are not expecting us to advise you about the merits of a particular transaction, then we will not make any personal or product investment recommendations. In such circumstances we will inform you at the time that we will execute your order on an execution only basis. This means that we are only able to act on the instructions that you provide. We cannot give you advice about what instructions you should give us. You are responsible for the investment decisions that you make when you engage our services as an execution-only customer and if we reasonably believe from the circumstances in which you give the order or instruction that you do not seek or will not accept such advice.
43. We will not act as your investment manager or on a discretionary basis. We neither accept responsibility on a continuing basis for advising you on the composition of your portfolio or account held on your behalf (by JIM ltd) or by any other party. We may provide you with advice, recommendations and research on an unsolicited basis and with details of new investments and/or suggested changes to your holdings that Direct Market Touch Ltd believes may be suitable for you. The ability to contact you in this way is likely to increase the effectiveness of Direct Market Touch Ltd services. In addition, Direct Market Touch Ltd may be able to offer advice about your investments upon receiving a specific request from you. You agree to receive communications of this nature. If you decide to transact business on the basis of communications received from us, you accept that we have no further responsibility to advise you on a ongoing basis with respect to investments purchased on the basis of our recommendations. You accept that it is your responsibility to contact us if you wish to seek advice on any recommendations we have made. Although we will endeavour to provide advice when you request it, you acknowledge that we are not obliged to do so.
Relationship with Jarvis Investment Management ltd
44. Direct Market Touch Ltd have entered into an agreement with Jarvis Investment Management Plc (JIM ltd) on behalf of ourselves and each of our clients whereby JIM ltd has agreed to provide settlement, safe custody, nominee and associated services for clients whom we introduce to them. The current terms and conditions of JIM ltd and the principal terms of the agreement with them (the Jarvis Agreement) are summarised below. JIM ltd may amend its terms and conditions from time to time by notice in writing to us.
45. JIM ltd is authorised and regulated by Financial Conduct Authority and is a member of the LSE. JIM ltd is registered in England, company number 1844601 and has its registered office at Tudor House, 78 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS, or such other place as it may choose from time to time. By acceptance of these Terms of Business, you agree that:
a) we are authorised to enter into the Jarvis agreement on your behalf as your agent on the terms summarised below (and such additional terms as we may determine);
b) acceptance of these terms will constitute the formation of a contract between you and ourselves and also between you and JIM ltd and that you will be bound by the terms of the Jarvis Agreement and the terms and conditions of JIM ltd accordingly (a copy of which is available on request);
c) we are authorised to give instructions to JIM ltd and to agree any subsequent amendments to the Jarvis Agreement on your behalf;
d) JIM ltd is authorised to transfer cash or investments from your account to meet your settlement or other obligations to JIM ltd.
46. Under the Jarvis Agreement, you will remain a customer of ours but will also become a client of JIM ltd for settlement and custody purposes only. JIM ltd neither provides investment advice nor gives advice or offers any opinion regarding the suitability of any transaction or order. You should direct all enquiries regarding your account to us and not to JIM ltd. JIM ltd will not accept instructions from you directly. JIM ltd reserves the right to refuse to hold any securities on your behalf in its safe custody and nominee service. Joint account holders will be jointly and severally liable to JIM ltd and JIM ltd may discharge its obligations to make any payment or account to all such holders by making such payment or account to any one or more of them.
47. Whilst we have taken reasonable care in selecting JIM ltd as our nominee and custodian, you acknowledge that they are not under our control and, notwithstanding any other provision, we shall not be responsible for any loss or damage suffered by you arising directly or indirectly from any act or default of JIM ltd.
48. Your investments will be pooled with investments held for other investors. This means that your investments will not be identified by separate share certificates. If JIM ltd Nominee defaults and, for example, is not holding enough investments to satisfy its obligations to all its investors, the investments will be shared out among them approximately in proportion to their holdings. This will not affect your other legal rights.
49. Dividends and cash entitlements due to you will be paid promptly to your Account. JIM ltd will only accept dividends in cash unless we agree otherwise.
50. We may recover any foreign currency negotiation costs in accordance with clause 12.3 (in JIM ltd Terms & Conditions). The exchange rate used will be the appropriate prevailing commercial rate available from JIM ltd bankers.
Terms Of Payment & Settlement
51. Payment in full by you to JIM ltd shall be deemed not to have been made until JIM ltd have received cleared funds in respect of the full amount outstanding. For this purpose, a cheque payment will require at least 4 days to clear and debit card payments will require at least 2 days to clear.
52. You will at all times remain responsible for paying any and all monies that may be due from you to JIM ltd as a result of our dealing with your instructions.
53. All Settlement Monies shall be paid by you, on or before the Settlement Date. In respect of other sums arising by you, JIM ltd terms of payment are net cash on or before the date specified on your latest Statement of Account.
54. If you fail to make any payment in full on or before the due date for payment, including without limitation, payment of Settlement Monies on or before the Settlement Date, we may:
a) Charge you interest on the amount unpaid at the published unauthorized overdraft rate charged by NatWest Bank plc;
b) Exercise our lien over any securities held by JIM ltd either in your Account or otherwise;
c) Charge you an administrative fee of £25.00 for late payment which shall be payable immediately and notified to you;
d) Refuse to accept any further instructions from you in respect of any service to be performed by us; and
e) Sell any investment(s) bought and/or held for you and apply the proceeds towards settling the total amount owed by you. Any shortfall between the amount realised in this way and your total debt will still be due from you to us.
55. If you fail to make any payment or charge in full by the due date, including without limitation, payment of Settlement Monies on or before the Settlement Date, we may charge you for any legal and/or administrative costs on a full indemnity basis that we may incur attempting to recover and/or recovering the money owed to us and such costs shall be a debt due from you to us which must be paid by you on our request.
56. If you fail to make any payment or charge in full on the due date including, without limitation, payment of Settlement Monies on the Settlement Date, you will be liable for:
a) All losses, charges, costs, fines and penalties you may incur as a result of such failure;
b) Any fines or charges payable by us to CREST in respect of such failure;
c) The costs of exercise of our lien including, without limitation, the costs of sale and any loss incurred by us on the sale of the security.
57. All payments and/or Settlement Monies due from you to JIM ltd may be made by a sterling cheque drawn on a UK bank account, electronic funds transfer or by debit card. JIM ltd do not accept payments or Settlement Monies by credit card.
58. Once payments and/or Settlement Monies are due to us from you, JIM ltd reserve the right, in respect of debit card payments, to immediately deduct such payments and/or Settlement Monies using the debit card details provided to us.
59. All payments must come from an account held in your name. Payments from a third party cannot be accepted.
60. You will at all times remain responsible for forwarding to JIM ltd by the Settlement Date any or all of the documents that JIM ltd require (including, without limitation, the relevant share certificate(s)) in order to complete the transactions made in accordance with your instructions. You confirm that, when you sell an investment through us, you own that investment and have the right to sell it free from all liens, charges and encumbrances and any other restriction and to receive the proceeds personally. All payments due to JIM ltd will be made without set-off, counterclaim or deduction.
Sale of Shares
61. If you:
a) Have an insufficient number or type of investments in your account at the Settlement Date to settle a Transaction; or
b) If you fail to forward to JIM ltd such documents as JIM ltd requires to settle a Transaction.
You will be liable for all losses, charges, costs, fines and penalties you or we may incur as a result of such failure, including, without limitation, any fines or charges payable by us to CREST in respect of the same, making good any dividends or benefits associated with the shares sold and any losses incurred by us in purchasing securities to meet the shortfall incurred by any failure to provide the necessary documentation in time or at all. In addition, a late document delivery charge as set out in our Commission & Charges Schedule will be incurred for which you will be liable.
62. Where clause 61 applies, we reserve the right to purchase replacement investments in connection with such Transaction to discharge our obligations under the sale Transaction entered into on your behalf and the following will apply:
a) If such investments are purchased for a lower value than the amount of monies relating to the sale transaction, we shall be entitled to retain for our benefit this additional value. We shall not be required to apply it against any other monies or liability that you may have to us:
b) If such investments are purchased for a higher value than the amount of monies relating to the sale transaction then, the difference between the sale and purchase price shall become a debt due from you to us and shall be payable immediately. In addition, our Commission & Charges Schedule, and the costs of making any such replacement, shall apply.
63. Direct Market Touch Ltd and/or JIM ltd reserve the right, at their sole discretion, to grant to you trading limits and to review, revise and cancel such trading limits at any time, seek references, request cleared funds and/or request that any relevant share certificates be provided by you at any time before accepting your instructions.
64. Direct Market Touch Ltd and/or JIM ltd reserve the right to refuse to accept instructions to conduct any transactions and/or suspend any transactions if they would or are likely to result in, you exceeding your trading limit or if your trading limit is already exceeded.
65. Direct Market Touch Ltd may, from time to time, carry out transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect, not only the price of the new issue, but also the price of other securities relating to it. The FCA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found.
66. Stabilisation will be carried out by a ‘stabilisation manager’. As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.
67. The fact that a new issue or related security is being stabilized, should not be taken as any indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.
Suspension Of Trading
68. Under certain trading conditions, it may be difficult or impossible to sell a security. This may occur for example, at times of rapid price movement where the price rises or falls in one trading session to such an extent that, under the rules of the relevant exchange, trading is suspended or restricted.
Conflicts Of Interest
69. When we give you investment advice, or enter into a transaction as your agent, or arrange a transaction for you, we may have an interest, relationship or arrangement that is material in relation to the transaction or investment concerned or could give rise to a conflict of interest. However, in accordance with the FCA guidelines of Treating Customers Fairly, we will disregard any such interest when making recommendations to you. Accordingly, when we recommend a transaction to you or enter into a transaction for you;
a) we could be matching your transaction with that of another customer by acting on his or her behalf as well as yours,
b) have a financial or other incentive to favour the interests of another client or group of clients over the interests of our client
We have put in place systems and procedures to minimise the potential for conflicts of interest to ensure that we have adequate arrangements to manage and where possible avoid any conflicts of interest. All staff are bound by the requirements of our Personal Account Dealing Policy. All Personal transactions are closely monitored by our compliance department.
70. If any money held on your behalf qualifies as client money for the purposes of the FCA's client money rules, JIM ltd will deal with your money in accordance with those rules and hold it in a segregated bank account with other client money. You agree that you will not be paid any interest on any client money held on your behalf. Money held on your behalf may be deposited in a client bank account situated outside the United Kingdom where the legal and regulatory regime may be different to that of the United Kingdom. In the event of the insolvency of the bank, your money may be treated differently to the way in which it would be treated if it was held at an account in the United Kingdom. In the event of a default or failure of that foreign bank or depository, your money may be treated differently to the way in which it would be treated if it were held at an account in the United Kingdom.
71. We may charge you a commission on transactions executed for you as agent. Our commissions will be in accordance with our Commission & Charges Schedule, or may be agreed between us. Commissions will always be clearly marked on the Contract Note or notified to you separately.
73. In addition to commission and charges, you will be responsible for paying for all third party costs and expenses relating to transactions executed for or with you including stamp duty, transaction charges, levies, fees and custodial and similar expenses. Such details will be disclosed on our Commission & Charges Schedule.
76. If you do not put us in funds for transactions, or pay us your charges on time, we reserve the right to;
a) charge interest accordingly;
b) levy charges in accordance with our Commission & Charges Schedule;
c) deduct the monies owing to us from your investments;
d) sell your investments, and if the sale proceeds are not enough to meet our charges you will be liable to us for the difference;
e) apply payments from you or funds realised in the sale of your investments in any order we want. We may use them to discharge our fees and costs before we use the remainder (if any) to discharge the interest that you owe us, our charges and the amount you owe us for any transactions.
f) we may share charges with other third parties, such as JIM ltd, or receive remuneration from them in respect of transactions carried out on your behalf.
g) our charges are subject to change of which we will inform you if this occurs.
Aggregation Of Orders
77. We may combine your order with orders of other customers or market counterparties. By combining your orders with those of other customers or market counterparties, we must reasonably believe that aggregation will not work to the disadvantage of each of the customers concerned. However, on some occasions aggregation may work to your disadvantage.
Power Of Sale/Purchase
78. At any time after Direct Market Touch Ltd has determined that you have not performed, or that you are unlikely to perform, any of your obligations to Direct Market Touch Ltd, or after termination of Direct Market Touch Ltd.’s arrangement with you, Direct Market Touch Ltd may, without reference to you:
a) treat any or all outstanding transactions as having been immediately cancelled and terminated, and/or;
b) realise any of your assets, whether held by us, or our nominee or agent, and will apply the proceeds or assets to your indebtedness to us; and/or;
c) close out, buy in, replace or reverse any transaction or take, or refrain from taking, such other action at such time or time and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability.
d) apply any costs incurred by us or by our custodian (JIM ltd) in effecting the above, to your account.
e) Neither JIM ltd nor we shall be liable to you in respect of any choice made by JIM ltd or us in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and JIM ltd or us will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance.
79. Unless caused by our fraud, wilful default or negligence, we will not be liable to you for any loss suffered by you in connection with these Terms of Business; this includes any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, proceedings and costs.
80 . Direct Market Touch Ltd shall have no liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Direct Market Touch Ltd, including, without limitation, any failure of communication or computer systems or equipment or the suspension of trading by any exchange or clearing house.
Nothing in these Terms of Business is intended to have the effect of excluding any liability to you, which by law or the Rules of the FCA cannot be excluded.
Rights of Third Parties
81. Any affiliate of Direct Market Touch Ltd such as a Director, officer, employee or an agent of Direct Market Touch Ltd or of any such affiliate (each a “third party beneficiary”) may enforce and rely on any term of this agreement conferring a benefit on it to the same extent as if it were a party to this agreement.
82. In any proceedings brought by any third party beneficiary in connection with this agreement, you may rely on any defence, right of set-off or counterclaim, arising from, or in connection with this agreement or which would have applied if such a third party beneficiary had been a party to this agreement.
83. Even though this agreement confers benefits on third party beneficiaries, the parties shall remain free to terminate or vary any of its terms without the consent of any third party beneficiary.
84. Any rights in connection with this agreement arising by virtue of the Contracts (Right of Third Parties) Act 1999 are personal to third party beneficiaries.
85. Save as aforesaid, no person who is not a party to this agreement or a permitted assignee of rights under it may enforce any of its terms or rely on any exclusion of limitation contained in it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise
Amendment To Terms of Business
86. Direct Market Touch Ltd and JIM ltd reserve the right to alter these Terms of Business at any time and will endeavour to give you notice in writing at your normal contact address. Such notice will be deemed to have been received by you no later than two business days after posting.
87. Such notified amendments shall become effective on the date specified in the notice which will be at least ten business days after the notice is sent.
88. Notice may also be delivered to you by facsimile, electronic or other virtually instantaneous communication medium and, if it is so delivered, it will be deemed to have been received by you immediately, and the notice period will commence from that time.
89. Alterations may be made to make our Terms of Business fairer to you, more easily understandable, correct a mistake, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of
practice, reflect a change in technology, cover a development or change in our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid.
90. It may be impractical in certain circumstances for us to give you advance notice, in which case, at the time of giving you notice of the change, (which may be done orally or by other instantaneous communication medium), we will inform you that the change will take place with immediate effect.
91. Unless you terminate your use of the service within the period of the notice or immediately (where no notice period has been given), you will be deemed to have accepted any amendments.
92. Any amendments which you propose will become effective only when we confirm our acceptance of such amendments in writing.
93. No amendment will affect any outstanding order or transaction or any legal right or liability, which may already have been acquired or incurred.
94. These Terms of Business may not be amended by us without the written approval of a Director of Direct Market Touch Ltd.
Direct Market Touch Ltd. is registered in England No 06731780.
Direct Market Touch is authorised and regulated by The Financial Conduct Authority 490521