Legal

Terms of Service

Terms of Service

Version 0.10, June 2022
1. This agreement

These are the standard client agreement terms and conditions (“Terms”) for investing with us. This is a legally binding agreement, which applies to all GOODFOLIO customers. It regulates both your and our responsibilities and liabilities towards each other and includes important information about the services that we provide to our customers. You should read this document carefully and ask for independent professional advice if anything is unclear or if you have any questions.

If you hold or are considering holding a Stocks and Shares ISA with us please note the terms for a Stocks and Shares ISA as set out in Clause 20 in addition to these Terms. To the extent that there is a conflict between these Terms and Clause 20, Clause 20 will take priority over these Terms.

We provide the following services:

  • Guidance to assist you in selecting the account and product type that best suits you
  • Execution-Only Service
  • Arranging, through our third party service provider, execution and custody services

(together, the “Services”).

Do not use our services if you are unclear about anything in this document, or if you do not agree to any of its terms. If you use our services, you will be deemed to have agreed to this document, and it will establish a contract between you and us.

This agreement is governed by English law.

2. Defined Terms
  1. “We”, “us” or “our” in these Terms refer to GOODFOLIO Limited and its employees. “Client”, “you” and “your” refer to any person operating or intending to operate an account with us.
  1. “GOODFOLIO Account” means a unique account that you will have with us. Your GOODFOLIO Account will contain your personal details, will be linked with your Nominated Bank Account and will contain a summary of transactions you have executed using our Services.
  1. “Instructions” means any instruction that we receive from you or from your GOODFOLIO Account, through such means as we may from time to time permit, in which you request us to perform certain activities with respect to your GOODFOLIO Account and/or the Services.
  1. “Loss” means any allegation, claim, cost, expense, damage or other loss of whatever nature, and however arising.
  1. “Nominated Bank Account” means the bank account nominated by you at the time that you register for the Service, or changed by you from time to time through the Service, from which you will transfer funds to us and into which we will pay your Available Funds when you make withdrawals through our Services.
  1. “Securities” means shares, stocks, bonds or other types of instruments that can be bought or sold through our Services. These change from time to time.
3. You must be a UK resident

In order for us to provide you with our Services, you must be a UK resident. We shall treat the address which you provide us when signing up to our Services as your permanent residential address for Tax residency purposes.

4. No investment or other advice and risk warnings
  1. The Services that we offer are what is known as “execution-only” services. That means, we will (subject to the remainder of this Agreement) execute your Instructions without investigating or advising on the suitability or otherwise of the investment or your Instructions.
  2. We do not provide or offer any investment or other advice, including advice on the suitability of any particular investment or investment strategy.
  3. You agree that, by using our Services, you are responsible for your own investment decisions (i.e. the decision to buy, sell, withdraw monies, etc.) and investment strategy and that you have sufficient knowledge and experience to make those decisions, taking into account the risks associated with investments generally or of a particular nature. If you are unsure of any investment or investment decision, you should seek the services of a qualified and registered financial adviser before you make the investment or decision.
  4. You agree that, when you provide an Instruction to us through our Services, we will be entitled to assume that you have considered the risks and merits of the proposed Instruction and taken independent advice where necessary.
  5. We may from time to time, for information, entertainment or educational purposes only, publish general or specific information or commentary on our mobile application, our Website, in the general press, through communications with you or otherwise. You agree that none of that information or commentary will ever constitute investment advice by us, and you should never treat it as such.
  6. You hereby agree that neither GOODFOLIO nor any of our directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from your decision to buy or sell Securities through our Services or otherwise through the use of our Services.
  7. You acknowledge and understand that we do not carry out any assessment of any nature (including the suitability of our Services to your specific circumstances or your requirements, or your ability to suffer Losses incurred as a result of market movements) before we allow you to use our Services or before we will act on your Instructions.
  8. By using our Services, you acknowledge and understand that: (i) the Securities available to you through our Services may not be suitable for everyone, (ii) the value of your investments may go up and may go down, (iii) investment carries an inherent risk that you may lose some or all of the monies that you have invested and (iv) your liability to tax is dependent on your personal circumstances and independent advice should be sought if required.
5. About us
  1. GOODFOLIO Ltd is an appointed representative of RiskSave Technologies Ltd which is authorised and regulated by the Financial Conduct Authority (FRN: 775330). The full FCA Register is available on the FCA’s website http://register.fca.org.uk/s/.
  1. GOODFOLIO Ltd is Registered in England & Wales Company Number 13402423 with a registered office at 20-22 Wenlock Road, London, England, N1 7GU. Our FCA registration number is FCA 974431.
6. Client protection and complaints
  1. We will treat you as a retail client, by default. This means that you will have the highest level of protection under the rules made by the Financial Conduct Authority (the “FCA Rules”).
  2. We are covered by the Financial Services Compensation Scheme (“FSCS”). This means you may be entitled to compensation from the scheme if we cannot meet our obligations. The level of compensation depends on the type of business and the circumstances of your claim, and you are covered up to a maximum of £85,000 per person. Further details of the Financial Services Compensation Scheme are available from www.fscs.org.uk
  3. We are committed to providing you with a first class service. If anything does go wrong, we aim to put it right quickly and efficiently. If we cannot resolve a problem immediately, we will contact you to tell you what we are doing about it. If you wish to complain about any aspect of our service, please contact us by emailing complaints@goodfolio.com and we will provide you with a summary of our complaints process and procedures.
  4. In the event that you are dissatisfied with our response you will have recourse to the Financial Ombudsman Service.
7. Do we handle your money and investments?    

WealthKernel Limited is your custodian. This means they are responsible for holding your cash and investments safely. They are regulated by the Financial Conduct Authority (FCA). They hold your cash and investments separately from their own (ring fenced) in accordance with the FCA’s client asset rules. Their custodian terms can be found here. Please see Section II of this document for the terms governing their service to you as custodian (“Custodian”).

8. What are your obligations?

To the extent relevant to the service we provide, to enable us to provide you with a proper service, we require you to do the following for us:

  1. agree these Terms which govern our relationship;
  2. notify us promptly of any change to the information supplied by you to us;
  3. supply us with all information, documentation or copy documentation that we require in order to allow us to carry out our account opening procedures;
  4. provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations;
  5. confirm that the investments and cash within your account portfolio are within your complete ownership and free from all liens, charges and any other encumbrances;
  6. not, except through us, deal, or authorise anyone else to deal in the investments in your account; and
  7. undertake to sign and/or produce, by the time we ask you to, any documents we need to enable us to carry out our duties on your behalf.
9. Our fees and costs

The fees that we charge for the provision of the Services, as well as the manner in which we charge those fees, is described in a separate fees section on our website, which can be found here. The amount of our fees, as well as the nature of our fees, may change from time to time.

If the amount of your funds is insufficient to cover any fees that you owe us you hereby irrevocably authorise us to sell such a number of Securities that you have acquired through our Services and that you hold with us, and to use the proceeds of that sale to cover our fees. When we do so, we will select which Securities we will sell and we will have no duty to select any specific Securities that you may wish us to sell. We will use reasonable endeavours to sell only so many Securities as will cover the fees you owe us; however that may not always be possible, and where the amount we receive as a result of such a sale exceeds the amount you owe us, we will credit your GOODFOLIO account with the excess.

10. Changes to our services

Our Services may change from time to time. You will not necessarily be notified of any changes to our Services before we make them, or before they take effect, so you should always make sure that our Services remain suitable to your specific needs and circumstances, and to stop using our Services if that is no longer the case.

If we do make changes to our Services and, as a result, we are no longer able to offer our Services to you, we will take reasonable steps to try to notify you of this in advance of the change taking effect. We may not always be able to provide advance notice of such a change. However, the fact that we may not, or may not have been able to, give you advance notice of a proposed change will not stop us from implementing that change.

You hereby agree that neither GOODFOLIO nor any of our directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from any changes that we may make to our Services.  

11. Securities

The Securities that can be traded using our Service may change from time to time. We may, from time to time, add to or remove from our Services, certain stock exchanges, specific Securities and/or types of Securities, and/or impose restrictions or limitations on certain Securities and/or volumes of Securities. This means the Securities that you will be able to trade using our Services may change over time.

We do not guarantee that any specific Securities, types of Securities or stock exchanges that may be available at any given point in time will always remain available or accessible through our Services.

12. Anti-money laundering

The anti-money laundering regulations require us to verify your identity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you.

This means your personal information will be shared with third parties, ie the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank account information and this will involve us sharing your personal and financial information with the third party. Their services compare your data against: bank account data, electoral roll, UK Companies House (and this includes the bankruptcy and insolvency register and database of disqualified directors), and other publicly available information such as media reports. Please note that we cannot provide our services to you until you have passed our money laundering checks.

13. Data protection

All of your personal information and financial information will be processed in accordance with our Privacy Policy available at www.goodfolio.com/privacy-policy

14.  Placing Instructions

‍Through our Service, you will be able to instruct us to buy or sell Securities for you that are available to trade through our Service, and to debit and credit monies from and to your Nominated Bank Account (“Instructions“). Our website provides the functionality for you to place Instructions – we do not accept Instructions in any other way.

When providing us with Instructions, you will either be required to submit the cash value which you wish to buy or sell, or the number of Securities that you wish to buy or sell (which, for certain shares you may trade through our Service, may result in you buying or selling fractions of such shares).

It is your responsibility to ensure that the contents of your Instructions are accurate and complete in all respects. We do not examine or investigate the accuracy of your Instructions and you hereby agree that we may assume, at all times, that your Instructions – as received by us – are correct and reflect your requirements.

You will bear all risk of sending Instructions to us, even if they are incorrect or do not reflect your requirements. You acknowledge and agree that we may execute your Instructions exactly as we have received them, and agree that neither GOODFOLIO nor any of our directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us executing your Instructions as we have received them.


We reserve the right not to act on your instructions if:

  1. to do so may involve us or you in a breach of legal and/or regulatory requirements; or
  2. we believe on reasonable grounds that to do so would be impracticable or against your interests; or

We will endeavour to advise you promptly if such circumstances arise, subject to our obligations under applicable law and regulation.

15.  Pre-Sale Disclosure Requirements

You should ensure that you are aware of additional fees and charges imposed by the issuer of Securities that you wish to buy, before dealing in those Securities. Examples include exchange traded funds and similar securities. Information regarding this will be made available in the relevant prospectus documents and on the websites of issuers. While GOODFOLIO may facilitate access to this information (for example, by linking to the relevant documents from our mobile application or website), we will not be held liable for our failure to do so or the contents of the information linked to.

Key Investor Information Documents (KIID), where available for certain Securities, will be linked to from our website and will be available for you to review prior to placing an Instruction. By providing an Instruction, you confirm that you have read the relevant KIID and agree with its contents.

You will not have any ability to cancel any Instructions once you have sent them to us, so you must ensure that you are satisfied with your Instructions before you commit.

You acknowledge and agree that indicative pricing information displayed for Securities may change at the time when execution takes place. Please note WealthKernel provides the order execution services and your trades will be executed in accordance to their best execution policy, which can be found here.

16.  Data displayed as a part of our service

Our Service will display data to you, including the market price and sustainability information for various Securities. This data will be provided to us by third party providers. This type of data is subject to constant change and will be updated frequently. This data is received from a number of different third-party providers. The source and type of data is displayed on the website.

The data displayed as part of our Services is highly confidential and made available to you on condition that you will not use that data for any purpose other than in connection with our Services. In particular, but without limitation, you hereby agree not to (i) use any of the data that we provide as part of our Services for commercial purposes; (ii) make that data available to any other person (whether for free or otherwise); (iii) publish that data anywhere; or (iv) provide access to that data to anyone else through your account.

17.  Availability Of The Services

While we target to have our Services available without interruption, we cannot guarantee that our Services will always be accessible by you, always available, always functioning properly or error-free.

We may, from time to time, suspend our Services to perform routine or emergency maintenance or to upgrade or replace our systems. Where this is the case, we will use reasonable endeavours to notify you of any planned downtime, however we may not always be able to provide you with advance notice.

You agree that neither GOODFOLIO nor any of our directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your inability to access our Services, whatever the reason or cause for that inability.

18.  Account security

You are responsible for ensuring that your GOODFOLIO Account cannot be accessed by third parties. We are entitled to assume that any Instruction received by us from your GOODFOLIO Account is a valid Instruction, issued by you – even if the Instruction was issued by someone who gained unauthorised access to your GOODFOLIO Account.

You must keep your login details and passwords that you use to access your GOODFOLIO Account, safe and secure and not allow any other person to know or obtain those details. If you have lost your login or password details, or you suspect your login or password details have been compromised, you should immediately inform us and change your details via the Service.

We recommend that you use appropriate, up-to-date security software and definitions to reduce the risk that your system will be susceptible to unauthorised access and intrusion.

We will take reasonable steps consistent with our legal duties to protect your GOODFOLIO Account and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.

19.  Suspension Of Account and/or Services

We may suspend or restrict your GOODFOLIO Account and/or the execution of any Instructions before they have been executed, at any time and without notice to you, on any reasonable grounds, including: (i) if we have reason to believe that you have not complied with this Agreement, (ii) if we are required or requested to do so by any regulator, law or other authority, (iii) if we have reason to believe our continued association with you would bring us into disrepute or cause us to breach any applicable law, regulation or guidance (iv) if we have reason to believe that your GOODFOLIO Account has been compromised; (v) if we have reason to we believe the Instruction did not originate from you or, if implemented, would contravene any applicable law, regulation or guidance; or (vi) if, in our reasonable opinion, we deem your use of our service to be unreasonable.

We may, in our sole and absolute discretion, suspend the Services (or any part thereof) or any particular way of delivering the Services, for so long as we decide may be appropriate and for any reason whatsoever.

You agree that neither GOODFOLIO nor any of our directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of any suspension of the Services.

20. Terms for the Stocks and Shares ISA

This Clause 20 applies in addition to the rest of these Terms if you hold or are considering holding a Stocks and Shares ISA with us. If there is a conflict between this Clause 20 and the rest of these Terms, this Clause 20 will take priority.

Please find GOODFOLIO Stocks and Shares ISA Key Features Document here.

If you are an individual aged 18 or over you may subscribe for a Stocks and Shares ISA with us, if you are:

  1. a UK resident;
  2. performing duties as a Crown employee serving overseas and paid out of the public revenue of the United Kingdom (typically a serving member of the armed forces, or a diplomat), or
  3. married to, or in a civil partnership with, such a person

Please note that, if you decide to hold a Stocks and Shares ISA with us, you and we are required to comply with the terms set out in this section. Please note that WealthKernel Limited will be the ISA Manager and be entirely responsible for the provision of ISA manager services.

How do I invest in an ISA?

  1. You may subscribe to an ISA for the current tax year and each subsequent tax year by sending funds from your bank or transferring a current tax year ISA. You may do so by cheque, bank transfer, transfer of cash from an existing portfolio held with us or by transfer from another ISA Manager (subject to HMRC's ISA transfer rules).
  2. You can only subscribe to one Stocks and Shares ISA within each tax year. The total of contributions to be invested in any tax year cannot be more than the maximum permitted to be invested in a stocks and shares ISA by the Individual Savings Account Regulations 1998 (“Regulations”) for that tax year.
  3. Your ISA investment will commence on the day we have both a valid application and receipt of your first subscription, or where you are transferring to us from another ISA Manager, on the day we have both a valid transfer application form and receipt of the proceeds of transfer from your previous ISA Manager.

How do we manage your ISA?

  1. We will invest your Stocks and Shares ISA in accordance with your instructions and these Terms, and subject always to the requirements of HMRC.
  2. For each new tax year, all contributions to your account will be allocated first to your Stocks and Shares ISA account until the maximum subscription is reached for that year, or until your own pre-set limit. Once the maximum subscription or your own pre-set limit is reached, future contributions are allocated to the non-ISA remainder of your account.
  3. If we decide to delegate any of our functions or responsibilities under the terms agreed with you, we will first satisfy ourselves that any person to whom we delegate is competent to carry out any of those functions and responsibilities.

Ownership

  1. You must always remain the beneficial owner of any investments held in your Stock and Shares ISA and you must not dispose of or transfer any interest in any investment while it is held in your ISA account. Additionally you must not create any charge or security on or over any investments held in your ISA account; for example you must not use them as security for a loan.
  2. Your investments will be registered in the name of our nominee company. Share certificates and other documents evidencing title to ISA investments will be held by us in our capacity as Custodian or as we otherwise direct. Please see Section IV below for the terms governing our service as Custodian to you.

Shareholder rights

You can ask us to arrange for you to:

  1. attend and/or vote at shareholders’ and securities holders’ meetings; and
  2. receive annual report and accounts, and any other information issued to shareholders and security holders

Please note that we reserve the right, on providing prior notice, to charge you a fee purely to cover our administrative costs in making these arrangements.

Disclosure

You authorise us to disclose to HMRC all such information as required by law. We will notify you by email if, by reason of any failure to satisfy the provisions of the Regulations, your Stocks and Shares ISA has or will become void.

Transfers

  1. You can transfer all or part of your ISA, together with all rights and obligations, to another ISA Manager (the new ISA Manager). If you want to transfer your whole ISA to the new ISA Manager then we will transfer all subscriptions you have made in the current tax year and previous tax years. If you only want to transfer part of your ISA to the new ISA Manager then you can transfer any part of the previous tax years’ subscriptions but if you want to transfer your current tax year subscriptions then all of these must be transferred as it is not possible to transfer only part of your current tax year’s subscriptions.
  2. When we receive your written instructions we will transfer all or part of your ISA to the new ISA Manager in accordance with the Regulations. We will carry out the transfer within according to regulations, which will not exceed 30 calendar days.
  3. Withdrawals and cancellation
  4. You can also instruct us to transfer to you all or part of your ISA investments and any interest, dividends, rights or other proceeds arising from them, or sell all or some of the investments in your ISA and pay you the sale proceeds in respect of your investments (a “withdrawal”). We will complete the withdrawal within a reasonable period that may take up to 30 calendar days from the date we receive your instruction.
  5. Please note any withdrawals will cause the withdrawn investments to lose their tax-efficient status. Amounts invested into your ISA and later withdrawn will still count towards your relevant annual ISA allowance.
  6. In addition to the ability to withdraw from your ISA, you may also cancel your ISA, if you meet the requirements set out in “Cancellation Rights”, above. Exercising your cancellation rights within the relevant period will mean that your investments will be treated as never having entered the ISA, and so will not count towards your annual ISA allowance.
21. Intellectual Property

All rights, including all intellectual property rights of whatever nature, in connection with our Services, our website, information in your GOODFOLIO Account and otherwise will be owned by us, absolutely, or by third parties who we have licensed those from. You agree to transfer and assign to us, at our request and for no payment or consideration, any rights (including intellectual property rights of whatever nature) in connection with our Services, our website, our website applications, information in your GOODFOLIO Account and otherwise that may vest in you at any time.

We hereby grant to you a personal, non-transferable, revocable licence to use our Service, mobile application and website, for so long as you remain a client until your GOODFOLIO Account is terminated for whatever reason. You may use these only for the purpose of using the Services and for no other purpose whatsoever. ‍

22. Changes to this agreement

We may, from time to time, update or make other changes to the terms and conditions of this Agreement. We will use reasonable endeavours to inform you of those changes, which may include notifying you by email. If you do not agree with those changes, you should stop using our Services and terminate your GOODFOLIO Account. We will assume you agree with changes to this Agreement if you continue to use our Services after those changes have been made.

23. Our liability

This Agreement sets out, in various places, events for which we do not assume any liability. You should read the Agreement carefully to understand the circumstances in which we accept no liability.

We will only be liable to you in connection with the Services that we provide or this Agreement, in the following circumstances, namely where: (i) this Agreement does not exclude or limit our liability, and (ii) we have been negligent or in wilful default of our obligations under this Agreement.

You agree that we will under no circumstances be liable for any: (i) consequential, indirect, incidental or special Losses; or (ii) economic loss, loss of profit, loss of business, loss of revenue or trading losses of whatever nature, in each case that result from or relate to your use or our provision of the Services or this Agreement, even if you have advised us of the possibility of such Loss.

We are not liable for any delays in the Services, including the execution of Instructions or settlement of orders, or for market movements between the time that an Instruction was placed and the time it was executed.

We are not liable for any Loss or failure to provide the Services, caused by any event outside our reasonable control, including unavailability of our Services caused by disruption to or failure of market infrastructure, communications networks or technology systems.

You are responsible for payment of all appropriate taxes. We are not liable for any Losses that arise from any taxes imposed on you as a result of your use of our Services, or for any changes in tax rates.

Nothing in this Agreement limits or excludes our liability for: (i) death or personal injury caused by our negligence; (ii) our own fraud; or (iii) Losses that we cannot limit or exclude under applicable laws and regulations.

You agree that, in providing the Services and acting on your Instructions, we do so in accordance with your Instructions. You hereby indemnify us against any Losses arising from any claim against us as a result of or in connection with our execution of your Instructions.

24. Personal contract

This Agreement is a personal contract between us and you. You are not allowed to assign any of your rights and transfer any of your obligations under this Agreement to a third party.

We, on the other hand, may transfer or assign this Agreement and all of our rights and obligations to any other person who, from time to time, operates or acquires the Services.

25. Whole Agreement

This Agreement constitutes the entire agreement between you and us with respect to its subject matter, to the exclusion of any warranties, conditions or terms implied by applicable law.

26. Dispute Resolution

The Courts of England & Wales shall have exclusive jurisdiction over all disputes arising under this Agreement.