Terms of Service

SECTION 1 - General Terms

ABOUT US

1. Goodfolio Limited (“Goodfolio”/ “We”) is a company registered in England and Wales (company number 13402423), with its registered office at 20-22 Wenlock Road, London, England, N1 7GU. Through our web-based application (“Goodfolio web-app”), you can invest in Exchange Traded Funds. If you need to get in touch with us about anything, you can email us at hello@goodfolio.com.

2. Goodfolio is an appointed representative (reference number 974431) of RiskSave Technologies Ltd (“RiskSave”) which is authorised and regulated by the Financial Conduct Authority with firm reference number 775330. RiskSave (company number 09930262) has its principal place of business at 70 White Lion Street, London N1 9PP. The Financial Conduct Authority (FCA) regulates the financial services industry in the UK. The FCA's registered address is 12 Endeavour Square, London, E20 1JN. Contact details of the FCA are available on the “Contact us” webpage.

3. As an appointed representative Goodfolio provides you with self-directed and execution-only investment services in relation to public securities traded on recognised investment exchanges and designated investment exchanges.

4. For the UK stocks investing we have selected Wealthkernel Limited (“Wealthkernel”), a company incorporated in England and Wales with company number 09686970, whose registered office is at 41 Luke Street, London, United Kingdom, EC2A 4DP, for dealing, safe custody, settlement and post- execution services. Wealthkernel is authorised and regulated by the Financial Conduct Authority with firm reference number 723719.

ABOUT THIS AGREEMENT

In these Goodfolio Terms of Use, references to “Goodfolio”, “us”, “our” and/or “we” means Goodfolio Limited and, where the context requires, means the interface we provide to access the Services and any other product or service offered by us from time to time.

References to “client”, “you” and/or “your” mean any person who opens a Goodfolio Account with us.

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1. These Goodfolio Terms of Use, together with Appendices (as applicable) and any terms to which these documents refer, will apply to any contract between us relating to our Services (“Agreement”).

2. Please read this Agreement carefully before you apply to open a Goodfolio Account. We supply our Services and any associated services to you under this Agreement. By registering for a Goodfolio Account, you agree that this legally binding Goodfolio Terms of Use will come into existence between you and us, on the terms set out in this Agreement. The Agreement will come into existence between you and us when we issue a confirmation (whether by email or via web-app notification), that your Goodfolio Account registration has been successful. This Agreement will remain in full force until termination by either party, howsoever terminated.
   

3. In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our privacy policy. If you do not agree with these conditions, you may not continue to engage in any contractual business between us.

4. If you change your mind, you can cancel your Goodfolio Account at any time in accordance with paragraph 17 below.

5. Nothing in this Agreement requires us to accept your application for a Goodfolio Account and we can refuse your application in our sole discretion.

6. Before we open your Goodfolio Account, we may need to carry out certain checks, including to verify your identity, as required by the applicable laws and regulations. You agree to the carrying out of checks to establish proof of your identity and residence. You agree to provide us promptly with any accurate information and/or documentation we request in order to comply with our legal and regulatory obligations. We reserve the right to use online systems and checks to verify your identity and address.

7. The up-to-date version of this Agreement is available at all times via the Goodfolio website. The initially accepted version of the Agreement is sent by us in the first onboarding email.
8. If you experience any difficulties in using your Goodfolio Account, you should contact our Customer Services.

9. This Agreement is written and available in English. All our communications with you relating to this Agreement, will be in English.

10. You acknowledge that we may communicate with you by e-mail and/or SMS and/or via the Goodfolio website when we provide you with any service notifications or other information about your Goodfolio Account and therefore you agree that if you change your email address or mobile phone number you will update us immediately via the Goodfolio website. We cannot be held responsible for any communications that you do not receive due to you not updating your contact details.

11. The Agreement has no minimum duration period and is intended to continue in place until termination of this Agreement, howsoever terminated.

APPLYING FOR AND REGISTERING YOUR GOODFOLIO ACCOUNT

1. Our Services are available ONLY to Retail Customers who must be:

−  over 18 years and who trade Securities for their own account;

−  a resident of the United Kingdom.

2. You confirm to us that you are not a US Person (as defined by the US Internal Revenue Service).

3. To protect our clients from fraudulent activity, and in some other cases, we may request additional information and/or documentation from you, to verify your identity before granting access to the Goodfolio Account. Types of authentication we may ask you for include but are not limited to:

− providing photos of identification documentation - ID (either your passport, residence permit); proof of your residential address (either gas bill, electricity bill or council tax bill) or bank statement no older than 3 months;

− providing certified copies of the aforesaid documents if we are unable to verify your identity based on the documents provided;

−  answering additional questions.

4. If you are unable to provide the necessary documentation we request to verify your identity to our satisfaction, as described in paragraph 3. above, you cannot complete the Goodfolio Account application process.

5. We will register your Goodfolio Account for you on the basis of the information that you have provided to us. You must provide accurate information and tell us of any changes to your information as soon as possible so that our records remain correct.

6. If we discover that the information we hold about you is incorrect, we may have to suspend or cancel your Goodfolio Account until we can establish the correct information, in order to protect you and us.

7. To use the Goodfolio Account, you will need to login via https://www.goodfolio.com.

YOUR GENERAL OBLIGATIONS

1. You agree that you will use your Goodfolio Account and issue Instructions at all times in accordance with all applicable laws and regulations. You will, in particular, but without limitation, not: (i) engage in any practice that is considered to be market abuse, (ii) use your Goodfolio Account or issue any Instructions in connection with any attempt to launder money or avoid applicable sanctions against any person, company or country, or (iii) provide any false or otherwise misleading information in relation to your identity or personal circumstances that we request in order to provide you with a Goodfolio Account.
2. You agree that you are not and will not become for the duration that this Agreement remains valid, a US person for the purposes of residency, citizenship or tax. If you do become a US person you are required to tell us immediately and your Goodfolio Account will be terminated in accordance with paragraph 17.

OUR FEES AND COSTS

1. 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 Appendix 1 and duplicated in a separate fees section on our Website. The amount of our fees, as well as the nature of our fees, may change from time to time and we will notify you of any such changes by publication on our Website, such changes to take effect 30 days from publication.
2. 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

OUR SERVICES

1. Through the use of our web-based application – Goodfolio will provide you:

1. subject to you having sufficient Cash Balance, with the ability to buy and sell certain types of Securities, and we will arrange for those Securities to be held for you by our Custodian. We will also arrange for your Cash Balance to be held for you by the Custodian in a client money account, in accordance with the FCA’s client money rules and guidance. This part of services is provided in accordance with the General Terms hereof;
2. from time to time access to services or products ("Platform Products") that we, or third parties, provide. Products may be subject to additional terms and conditions specific to the product and to fees or subscription charges. Further details will be provided in relation to individual products. Products may involve the transfer of funds from your Goodfolio Account to a third-party Custodian or another supplier. Please note that your ability to access your money will be dependent upon the relevant product terms. Funds realised from closing, redeeming or withdrawing from a product will be paid back to your Goodfolio Account. If you choose to proceed with a product offered by a third party, we will act as your agent in arranging it. In doing so you will be subject to the terms and conditions of the relevant third party, over which we have no control. Obtaining a third-party product is at your discretion and risk. We do not endorse or recommend any third-party products and Goodfolio specifically does not accept any liability whatsoever in respect of any transaction undertaken through any third party. 

We refer to these as the “Services” that we will provide to you.

2. Our Services are the same for all of our clients. We do not offer tailor-made services to any of our clients and we do not offer any advice as to whether or not our Services are suitable to any of our clients. It will be your responsibility, at all times, to ensure that the Services we offer (including the functionality that we offer and the way(s) in which we deliver the Services), including any changes to the Services, are suitable to your specific needs and circumstances. If our Services do not meet your needs, you should stop using our Services.

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3. Please note that we are not in the business of providing investment management services, nor do we provide financial advice to our clients; we will not make recommendations based on your personal circumstances. Should you require financial or investment advice, you should seek advice from an approved investment manager or qualified financial adviser. We cannot provide any assurance that the Goodfolio Account, the Goodfolio Services or the Platform Products are suitable for you. It should be noted that all reasonable steps have been taken to ensure the content on the Website and the Goodfolio website is accurate at the time of publication. Therefore, to the extent permitted by law, we shall not be liable for any act or omission in reliance on the information on the Website. We will not assess whether any of the products we offer are appropriate for you. You should be aware that currently all investment products offered through Goodfolios Services are higher risk, as assessed by the respective fund managers.

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4. We will not provide nor be responsible for providing you with any financial, legal or tax advice. Please note that certain provisions contained in the Agreement and the Goodfolio website set

out information but not advice relating to tax treatment. You should note that tax treatment depends on individual circumstances and our and your current understanding of applicable law and HMRC practice, which may be subject to change in the future.

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5. We will categorise and treat you as a “retail client” as defined by the Financial Conduct Authority in the United Kingdom, without any exception. As a result, you will benefit from the regulatory protection afforded by the relevant rules.

INVESTMENT AND INSTRUCTIONS

SECURITIES

1. The Securities that can be traded using our Service may change from time to time. Currently, the only Securities that can be traded through our Service are ETFs on certain stock exchanges.

2. 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. If we remove a Security from our Services, it will mean that you will no longer be able to issue the Buy Instructions for that Security through the Services. In the case of removing certain stocks from our Service we will communicate with you about the event in advance and may be forced to sell all open positions.

3. We do not, as part of our Service, hold or offer to hold any share certificates or similar instruments.

NO INVESTMENT OR OTHER ADVICE

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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.

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2. We do not provide or offer any investment or other advice, including advice on the suitability of any particular investment or investment strategy.

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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.

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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.

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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.

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6. You hereby agree that neither Goodfolio nor any of our group companies, 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.

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RISK WARNINGS

1. 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, or whether the products are appropriate for you) before we allow you to use our Services or before we will act on your Instructions.

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1. 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.

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PLACING INSTRUCTIONS

1. 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 application provides the functionality for you to place Instructions – we do not accept Instructions in any other way.
2. It is your responsibility to ensure that the contents of your Instructions are accurate 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. We accept no liability or responsibility for any error you may make in respect of instructions sent to us.
3. 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 group companies, 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.

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EXECUTING INSTRUCTIONS

1. By agreeing to these Terms, you will be giving your consent to the best execution arrangements of our execution vendors:

•     Wealthkernel Limited for the UK stocks

2. All Instructions to trade Securities will be executed in accordance with our Order Handling Policy and the best execution policies of the execution providers stated above. You agree that you have read and agree with the respective Order Handling Policy by agreeing to these terms. We do not have control over those execution vendors platforms other than our responsibility to make reasonable efforts to ensure that an execution platform is capable of delivering adequate service to you. Consequently, we do not accept any liability, of whatever nature, if any Instruction fails to execute or for any Loss arising from non-executed Instruction.

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3. Best execution policy of our execution providers may change from time to time. You may not be notified of these changes before they take effect. It is your responsibility to ensure that you reconfirm and accept the respective best execution policy before you place Instructions with us. You acknowledge and agree that we may assume you have read and agree with the respective best execution policy each time that we accept your Instructions, and agree that neither Goodfolio nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss, of whatever nature, that you may suffer as a result of your failure to review of the certain best execution policy.

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4. We accept Instructions at our sole discretion and reserve the right to refuse to accept your Instructions and/or to execute them after we have received them, at our sole discretion. We will use reasonable endeavors to notify you if we refuse to accept your Instructions and/or if we decide not to execute them, although there may be circumstances where we are unable or not allowed to do so. You agree that neither Goodfolio nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss of whatever nature that you may suffer as a result of our decision not to accept your Instructions and/or not to execute your Instructions.

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5. If you give us an Instruction to buy Securities or to transfer funds to your Nominated Bank Account, you hereby irrevocably authorise us to deduct those amounts (together with our fees and any associated costs, charges, taxes and other deductions shown on our Website) from your Cash Balance. If you do not have sufficient Cash Balance to cover the entire amount set out in the Instruction (including associated costs, charges, taxes and other deductions) you hereby acknowledge and agree that we will not process that Instruction (specifically, we will not process Instructions in part to cover only the amounts that you have in your Cash Balance). You agree that neither Goodfolio nor any of our group companies, 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 not executing Instructions where you did not have sufficient Cash Balance to cover the Instruction (including associated costs, charges, taxes and other deductions).
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6. If you give us an Instruction to sell Securities or where you transfer funds to us from your Nominated Bank Account, you hereby irrevocably authorise us to add the proceeds of the sale transaction (less any associated costs, charges, taxes and other deductions shown on our Website) or the amounts that you have transferred to us (as appropriate) to your Cash Balance.

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HOW WE EXECUTE BUY AND SELL INSTRUCTIONS FOR SECURITIES

1. Before you place an order for a security with us, we will provide you with an indicative price of the security. This price is provided by a third party, WealthKernel, and we have no control over them. When your order is executed, it will be executed at the then-prevailing market price, which may differ from the price you are shown when placing an order. We are not liable for any losses suffered as a result of such changes in price. You acknowledge and agree that indicative pricing information displayed for Securities may change at the time when execution takes place.
2. If you place an order with us before 12pm (midday at the relevant stock exchange), your order will be executed the same day at 4pm (Market Close at the relevant stock exchange). If you place an order with us after 12pm (midday at the relevant stock exchange), your order will be placed for execution the following day at 4pm (Market Close at the relevant stock exchange). At the point of execution, the price of the relevant Instrument may have moved (but we will continue to execute your Order despite those movements). We will not be liable for any losses you suffer as a result of fluctuations in price whilst submitting an Order.

3. You hereby agree that neither Goodfolio nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss, howsoever such loss arises, arising from us executing your Instructions at a price that is different from the price that was shown through our Services at the time that you placed the Instruction due to the market volatility.

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SETTLEMENT OF INSTRUCTIONS

Where you issue an Instruction to buy or sell Securities, we in turn rely on market infrastructure and counterparties to settle the trades. We do not have control over that market infrastructure or counterparties, and accordingly accept no liability, of whatever nature, if those trades fail to settle or for any Loss arising from failed trades. We will credit your Cash Balance with the amounts of any trades that have not settled, as soon as may be practicable in the circumstances, less any costs or fees that are not refundable. You will not be able to withdraw proceeds from sales that are not yet settled in our web-based app.

NO RIGHT TO CANCEL

You will be shown a summary of your Instruction before you finally place it with us, along with indicative pricing. 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.  It is your

responsibility to ensure that your Instructions are accurately reflected, and that you accept the order handling policy before you finally place the Instruction. Once you have placed an Instruction, you will not be able to cancel it.

PRICING OF SECURITIES

1. The price at which we transfer your buy or sell Instructions for execution will be the price that is determined by the market at the point of sending your Instructions. The price of the final execution price may be different from the price of the relevant Security displayed on our Website. The execution price is a price that the market is willing to buy or sell the Security in question, at the point of execution, and is not something we can control. We are not responsible for any movements in the market between the time that your Instruction has been placed and the time that your Instructions are executed in the market. You accept and understand that there is a difference between market prices displayed as part of our Services and the price at which the market is prepared to execute a transaction at the point of execution of the trade.

2. We do not validate that the market data that we receive from our market data providers and that we display as part of our Services, is correct or accurate, nor do we verify that the price at which Instructions are executed in the market is the best price available in the market for the relevant Securities. We assume no liability if the market data we display as part of our Services is incorrect or if the price at which a trade is executed for you is not the best price in the market. The Liability in this matter is entirely yours so long as Orders are executed in line with the best execution policy of our execution vendors.
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3. In the unlikely event that the market data displayed through our Services is incorrect (including, by way of example, if the market data displayed is wrong as a result of a systems error or incorrect market data received by us from our market data providers), we reserve the right to take all steps that we in our sole discretion believe are necessary or appropriate, including to cancel all affected but unexecuted Instructions that were based on that incorrect market data, and to reverse executed Instructions that were executed on the basis of incorrect market data. We are, however, under no obligation to take such steps and you acknowledge and agree that, even where we take such steps, we may not be successful. We will use reasonable endeavors to notify you if we intend to take, or have taken, this type of action.

4. You acknowledge and agree that, so long as Orders are executed in line with the best execution policy of our execution vendors, neither Goodfolio nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising if the price at which your Instructions are executed is incorrect, not the same as the market data displayed on our Service or not the best available price in the market, or arising from remediation efforts we may decide to take as set out above.

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INSTRUCTION SUMMARY

You will be able to access a confirmation of each Instruction that you have placed with us, which will include a summary of the Instruction details. This confirmation will be displayed in your Goodfolio Account in our web-based application and made available within a reasonable time after the Instruction has been executed. However, there are many reasons why you may not receive a confirmation (for example, if there is a system or communications issue, or if you are unable to connect). The fact that you may not have received a confirmation of your Instruction does not mean the Instruction was not placed with us.

YOUR NOMINATED BANK ACCOUNT

1. You are required to nominate a bank account in your name located within the United Kingdom, at the point in time that you register for our Services. This will be your “Nominated Bank Account” to which we will transfer your funds, based on your Instructions.

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2. You may change your Nominated Bank Account to another bank account in your name located within the United Kingdom, using the mechanisms that we provide for this purpose as part of our Services and subject to any anti-money laundering checks we deem to be required before accepting the change.

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3. We do not currently accept bank accounts outside of the United Kingdom, bank accounts denominated in a currency other than Pounds Sterling or joint accounts.
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4. You hereby confirm and warrant that you are the sole account holder of your Nominated Bank Account, that it is held in your own name, and that you are authorised to allow us to accept funds transferred from that Nominated Account and to transfer funds into your Nominated Bank Account.

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CLIENTS' FUNDS

1. The Available Funds are held by the respective Custodian in the respective segregated client money bank account, which is separate to the investor's Nominated Bank Account. We will require the Custodian to hold your Available Funds in accordance with the rules of the Financial Conduct Authority in the United Kingdom. Please find the custodian terms governing their service and their relationship with you in Section 2 Part A.
2. We will conduct reasonable investigations and make reasonable enquiries concerning the financial standing of our custodian before we appoint them and will continue to use reasonable endeavours to monitor their financial standing and general conduct of their business for so long as the custodian remains appointed by us.

3. The decision as to which custodian to use, including changes to the Custodian, will rest solely with us.

4. While we will typically use the custodian that will hold our clients’ funds (including your Available Funds) in the United Kingdom, we may also, in our sole discretion and based on the Securities in which you make Instructions, appoint custodians to hold funds abroad.

5. You agree that neither Goodfolio nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss of or reduction in your Available Funds while held by our custodian (including if a custodian should become insolvent or otherwise unable to transfer your Available Funds) or for any delay in that custodian transferring your Available Funds based on your Instructions. We will, however, use all reasonable endeavours to assist in efforts to recover your Available Funds, should there be a loss of or reduction in your Available Funds while held by our custodian.

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YOUR SECURITIES

1. All UK client assets are held by the custodian appointed by us in a nominee account. When considering where assets are held, the custodian will exercise all due skill, care and diligence and will periodically review the adequacy and appropriateness of any custodian where client assets are deposited. Your assets will be pooled with those of other clients, and as a result your holding may not be individually identifiable on the relevant company register.

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2. The company that has issued the Securities may from time to time invite holders of their Securities to attend meetings, cast votes, subscribe for additional Securities and/or to take other actions. These are sometimes referred to as “corporate actions”. The registered holder of those Securities (i.e. the Custodians’ nominee(s) in this case) will be informed of these corporate actions.

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3. The Custodian and Goodfolio do not have any obligation to and will not ordinarily inform you of any such corporate actions.

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4. You can request us to send you, for every Security you beneficially hold via our Service, the report and accounts and any other information issued by the Custodian regarding those Securities.
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5. If, as the beneficial owner of the Securities, you wish to personally participate in voluntary corporate actions e.g., attend meetings and cast votes, it is your responsibility to keep yourself informed about such corporate actions. If you do want to attend a meeting and cast votes, then on each occasion you can request us to arrange this for you, provided in our opinion there is enough time to make these arrangements. In some cases, if it’s possible, Goodfolio can notify you, but is not obliged to do so, about upcoming voluntary corporate actions and rights that you have in relation to them. We or the Custodian reserve the right to make a charge to cover the administrative costs of making these arrangements.
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6. If we do not receive a request from you that you wish to participate in a corporate action then you hereby: (i) irrevocably waive your right to exercise any corporate actions that may be exercised by the holder of the Securities that you beneficially own through our Service, and (ii) agree that the Custodian may in its discretion act on those corporate actions as it sees fit (which may include not to take any action at all).

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7. To the extent that your Securities entitle the holder thereof to any proceeds (for example, dividends or interest in the form of cash) or to other benefits (for example, Securities issued by way of a rights issue) we will, promptly after having been informed of those proceeds or benefits, use reasonable endeavours to collect those from the relevant Custodians and either (i) convert those proceeds to GBP at the spot FX rate applicable at the time of receiving this information (12:00 UTC) if the proceeds are denominated in a foreign currency in accordance with the point 8.15.10 hereof and credit your Cash Balance with the GBP equivalent amount of that dividend that pertains to your holding once we have received those proceeds in cleared funds, or (ii) update our records to show the increased number of Securities held by you.

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8. We are under no obligation to initiate or defend any legal action (including class action), join any shareholder action, or take any action with respect to your Securities (other than as set out above) that will require us to incur any expense – and we are not obliged to require any Custodian to do so – in respect of Securities that you hold through our Services.
   All dividends will be credited to your Goodfolio Account in Pounds Sterling. The Custodian may, depending on the Security, receive the dividend in a foreign currency.

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9. Dividend payments may be rounded. For example, you may not receive a dividend for the share if the final sum after tax deduction and currency conversion or other applicable charges is less than £0.01.

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10. You hereby instruct Goodfolio on your behalf to sell any foreign currency balance in exchange for GBP at the spot FX rate applicable to you at the 12.00 UTC on the day of receipt via a third-party foreign exchange provider chosen by us.

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INTEREST ON YOUR CASH BALANCE

1. Your Cash Balance will not attract any interest.

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2. To the extent that any of your Cash Balance is held in the United Kingdom, those funds will be held in a different client money account (Cash Balance in relation to UK stocks are held by the Custodian) opened in the name of the respective Custodian in any bank within the UK.

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HOW WE EXECUTE INSTRUCTIONS TO WITHDRAW FUNDS

1. When you send us an Instruction to withdraw funds from your Cash Balance, we (through our third- party provider) will only act on Instructions to transfer the amount you have decided to withdraw to your Nominated Bank Account. We will not accept any Instruction to transfer any of your Cash Balance to any source or account, other than your Nominated Bank Account.

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2. Our responsibility, when you send us an Instruction to withdraw from your Cash Balance, is to instruct (through our third-party provider) a bank that holds your Cash Balance to transfer those funds to your Nominated Bank Account. We are not responsible for any delays in the transfer of funds.

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3. You hereby irrevocably agree that, if we transfer funds to your Nominated Bank Account, we will have fulfilled our duties to you in respect of that transfer.
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4. You may be responsible for fees and expenses that your bank imposes on you in respect of the transfer of funds to your Nominated Bank Account. Goodfolio will not be responsible for any of those costs or expenses.

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STATEMENTS

A quarterly statement will be made available to you through our web-based application, reflecting the Securities that you hold via our Services, your Cash Balance, the fees or charges you have incurred for the use of our Services and other details as we may decide from time to time as per regulation standards.

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AVAILABILITY OF SERVICES

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1. 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.

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2. 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.

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3. Because we do not offer a phone dealing service, if our Services are unavailable for whatever reason, or if you are unable to communicate with our systems, this may affect your ability to trade through our Services, withdraw funds, cancel Instructions before they are executed and/or otherwise send us Instructions. You agree that neither Goodfolio nor any of our group companies, 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.

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4. We make no warranty in respect of the reliability of any content obtained through the site, App or our Services.

CHANGES TO OUR SERVICES

1. Our Services may change from time to time. These changes could include, by way of example only but not limited to: (i) adding features or functionality to our Services, (ii) removing features or functionality from our Services, (iii) changing the countries whose residents are allowed to use our Services, (iv) changing the look and feel of our Website, (v) changing the way in which our Services are delivered, (vi) changing the functionality of these delivery mechanisms, (vii) changing the systems that we use to deliver the Services, and (viii) changing the third parties we use or rely on to be able to deliver the Services. This is not an exhaustive list of the types of changes that we may make.

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2. 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 consider a change to be material, we will make every effort to notify you of such changes and will implement any changes we are required to do so, with immediate effect.

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3. If we do make changes to our Services and, as a result, we are no longer able to offer our Services to you (for example, if we should ever need to remove a country from the list of countries whose residents are allowed to use our Services), we will take reasonable steps to try to notify you of this (by email, through our Website, or through other means) in advance (in accordance with Paragraph 14 hereof) of the change taking effect. We may not always be able to provide advance notice of such a change. However, that fact that we may, or may not have been able to, give you advance notice of a proposed change will not stop us from implementing that change. We may not always be able to provide advanced notice of such changes and will implement any changes we are required to do so, with immediate effect.
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4. Your right to use our Services will cease immediately and automatically from the moment that our Services are changed in such a way that we can no longer provide them to you. In such an event, we may either freeze your Goodfolio Account (which means that you will no longer be able to issue Instructions to buy or sell Securities) and/or we may close your account (please refer to the section on Consequences of Termination for a description of what will happen if your Goodfolio Account is closed).

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ACCOUNT SECURITY

1. 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.

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2. 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.

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

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4. You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

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5. You agree that neither Goodfolio nor any of our group companies, 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 failure to keep your Goodfolio Account (including login and password details) secure, or from any unauthorised access to your Goodfolio Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version.

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6. 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.

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7. You are responsible for the security of your account details and any passwords you may use.

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SUSPENSION OF ACCOUNT AND/OR SERVICES

1. We may suspend your Goodfolio Account and/or the execution of any Instructions before they have been executed, at any time and without prior 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; or (v) if we have reason to believe the Instruction did not originate from you or, if implemented, would contravene any applicable law, regulation or guidance.

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2. You agree that neither Goodfolio nor any of our group companies, 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 your Goodfolio Account.
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3. We may, in our sole and absolute discretion, suspend the Services (or any part thereof) or any particular way of delivering the Services (e.g. via Website), for so long as we decide may be appropriate and for any reason whatsoever.

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4. You agree that neither Goodfolio nor any of our group companies, 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.

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INTELLECTUAL PROPERTY RIGHTS

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1. All rights, including all intellectual property rights of whatever nature, in connection with our Services, our Website, information in your Goodfolio Account and otherwise howsoever (including our marks, designs and logo) 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, information in your Goodfolio Account and otherwise howsoever (including our marks, designs and logo) that may vest in you at any time.

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2. We hereby grant to you a personal, non-transferable, revocable license to use our Service 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.

VARIATION

1. We may amend or revise the Agreement or any of these terms:

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

− 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;

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

−  to reflect changes in market practice or conditions;

− 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

−  to reflect changes to our arrangements with Service Providers.

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

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

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SUMMARY OF THE CONFLICTS OF INTEREST POLICY

Our Conflicts of Interest Policy summarises the general circumstances which may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more clients and specifies procedures that Goodfolio follows and measures that Goodfolio has adopted in order to prevent and manage such conflicts.

LIABILITY

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 Agreement, wilful default, fraud, or from our failure to comply with applicable laws or the FCA Rules.

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2. In the event that Goodfolio is liable, howsoever arising, our liability will be limited: (i) for each and every instruction to the lesser of £100 (one hundred pounds sterling) and the amount of that instruction, and (ii) a maximum of £1000 (one thousand pounds sterling).
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3. 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 Goodfolio Account and which may arise from delays or changes in market conditions, market fluctuation, currency fluctuation, computer failure, labour dispute, inability to communicate with you and/or the custodian, 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.

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4. We will take reasonable care and exercise reasonable due skill, care and diligence in the assessment, selection and appointment of the custodian, bankers, counterparties, 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, and ongoing monitoring of such persons. We will not be responsible in any other circumstance for the acts or omissions of any such third parties.

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

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− any cause beyond our reasonable control to prevent (as described in paragraph 14.3 above);

− the acts or omissions of the custodian; and/or

−     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.

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6. No provision of the 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.

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7. To the maximum extent permitted by the law and any regulation or provision to which we are subject to, the entire risk arising through this Agreement and any transaction under it are entirely yours and remain with you at all times both before and after any such risk may apply.

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FORCE MAJEURE

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, acts of God, pandemic or government lockdown, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargoes, breakdowns, failures, malfunctions or delays caused by any public utility, telecommunications or computer service or systems, and any third party provider of trading or other technology) we shall not be liable for any loss or damage incurred or suffered by you.

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TERMINATION

1. You are entitled to terminate your Agreement at any time and for any reason by giving written notice to us via email to hello@goodfolio.com. Such termination shall be effective on the day when we acknowledge receipt of your notice by return email, subject to the completion of outstanding transactions. We will close your Goodfolio Account as soon as practicable after receiving your notice to terminate the Agreement.

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2. Our fees (as set out in Appendix 1) shall continue to apply until the later of the date of the termination of the Agreement or the settlement of all outstanding transactions in respect of your Goodfolio Account.
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3. We may terminate this Agreement at any time, by giving you 30 days’ prior notice, subject to the settlement of all outstanding transactions. Such termination will be effective from the date specified in the notice.

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

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5. In addition to other provisions of this Section 17, we may freeze or terminate your Goodfolio Account, take steps to freeze transactions through your Platform Product(s) and/or deactivate your access to our Services without giving you advance notice and with immediate effect if any of the following apply:

− your Goodfolio Account has not held any Securities or cash for a period exceeding 18 months;

− there has been no activity in the Goodfolio App for a period exceeding 18 months;

− you fail to make any of the amounts owed to us under the Agreement;

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

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

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

−     you breach any of the FCA Rules, the Financial Services and Markets Act 2000 or any other Applicable Law and this cannot be remedied;

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

−      in the event of your death;

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

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6. Where we terminate the Agreement immediately or freeze your Goodfolio Account as set out above, we will inform you in writing immediately through any available medium of our decision and our reasons for making that decision. This is unless we are prevented from doing so by any law, regulation or order of the courts.

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

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8. On termination of the 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 sell your assets and to transfer your cash to you or take advice from HMRC as to the appropriate steps in the circumstances.

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9. If relevant to you, please see the ISA Terms set out in Section 2, Part B (“Additional ISA Terms for UK stocks”).

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10. We will pay any money due to you to your Nominated Bank Account. If an attempt to pay you by this method is rejected, we will require that you confirm your bank account details so that we can transfer the closing balance to your chosen bank account. As an alternative, we reserve a right to issue you a cheque, which will be posted to the last address you provided to us.

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11. We may retain a copy of all records related to your Goodfolio Account and Instructions you have sent to us, in accordance with our data retention policies and otherwise as required by any applicable law or regulation.

GETTING IN TOUCH WITH US

1. If you need to get in touch with us about anything, you can email us at hello@goodfolio.com.      We do not currently offer a dedicated phone helpline.

2. We will do our best to respond to any customer communications as soon as we are able and aim to reply within one business day. However, there may be times when it takes us longer to reply to email, and sometimes emails get delayed or lost through no fault of ours     . Email replies will be made to the most recent client email address we have on record.    

3. Our customer services representatives are not obligated to deal with clients who demonstrate abusive, threatening or violent behaviour, including but not limited to threats of violence to members of staff or any other person which is, for example sexist, racist or homophobic, including intimidating language and or swearing.

COMPLAINTS

1. If you feel dissatisfied with any aspect of our service, then in the first instance, please contact Goodfolio at complaints@goodfolio.com      or send a letter to the following address:
   GOODFOLIO  LTD
   Rise London
   41 Luke St, London
   EC2A 4DP
   United Kingdom
   
   We will immediately carry out an investigation of your complaint and will provide a written response. If we cannot resolve your complaint within three business days, we will refer your complaint to our principal firm, RiskSave Technologies Limited, to complete and communicate the outcome of the investigation to you. Please take a look at our complaints policy that sets out the process for the submission of complaints by customers and Goodfolio’s policy for handling such complaints. The latest version is always available on our Website.

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2. If we are unable to resolve your complaint to your satisfaction, and you are an eligible complainant as defined by the Financial Conduct Authority, you will have recourse to the Financial Ombudsman Service. Details of the Financial Ombudsman Service are:
   Financial Ombudsman Service Exchange Tower
   London, E14 9SR
   Email: complaint.info@financial-ombudsman.org.uk Telephone Numbers:
   0207 964 1000 (switchboard), +4420 7964 1000 (for calls from outside the UK)
   020 7964 1001 (main fax)
   0800 023 4567 (helpline number - calls to this number are now free on mobile phones and landlines) 0300 123 9 123 (calls to this number cost no more than calls to 01 and 02 numbers) www.financial-ombudsman.org.uk

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COMPENSATION

1. We participate in the Financial Services Compensation Scheme (“FSCS”) which pays compensation for financial loss only to eligible claimants when an authorised firm is in default and will carry out an investigation to establish whether or not this is the case. The Scheme provides protection if an authorised investment firm is unable to pay claims against it. The amount of compensation depends on the basis of your claim. The current maximum levels of compensation for investments are up to £85,000 per person. Compensation levels are subject to change and for up-to-date details please refer to https://www.fscs.org.uk/
   ‍If your investment underperforms or loses value because of market movements, this is not covered by the FSCS. Your capital is at risk when investing in Securities through Goodfolio.
   The FSCS will only be relevant to ‘protected claims’ which may arise from our Services.

REFERRALS

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.
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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.

AGREEMENT NOT TRANSFERABLE

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

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 Goodfolio Agreement and the services to be provided to you.

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

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

GOVERNING LAW AND ENTIRE AGREEMENT

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

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SECTION 2 - Custodian Agreement

Please note that this is an important document that sets out how Goodfolio Services are operated. It sets out the terms and conditions for such Products as ISA for UK stocks and GIA for UK stocks. It should be read as part of the overall Goodfolio Terms of Use.

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References in these terms refer to Wealthkernel Limited, a company incorporated in England and Wales with company number 09686970 whose registered office is at 41 Luke Street, London, United Kingdom (“Wealthkernel” or the “UK Custodian”) to administer the savings and investments accounts of our clients who are subject to this Agreement and to act as the ISA Plan Manager and GIA Manager for the Goodfolio ISA for UK stocks.

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The Custodian Agreement will be legally binding when you accept these Goodfolio Terms of Use. However, we will only start to provide the Platform Services to you if and when you open a Platform Product.

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The Custodian Agreement has no minimum duration period.

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We are authorised to appoint the custodian and to agree and enter into the Custodian Agreement on your behalf as your agent (in accordance with your instructions).

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The Custodian Agreement forms a legally binding agreement between you and the UK Custodian. Accordingly, the UK Custodian (and not Goodfolio) shall be responsible for providing the services referred to in this section.

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We are authorised to give instructions to the UK Custodian (as provided in these Goodfolio Terms of Use, including the Platform Terms) and provide information concerning you to the UK Custodian, and the UK Custodian is entitled to rely on such instructions and information without contacting you directly.

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We are authorised as your agent to terminate the appointment of the UK Custodian and to instruct the UK Custodian to transfer the Platform Products and the assets and cash in relation to your Platform Products to an alternative provider selected and appointed by us, provided in doing so we act in your best interests and in accordance with the FCA Rules and all applicable laws.

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This arrangement with the UK Custodian means that you will remain a client of ours, and we will continue to be responsible to you for the Services. However, you will also be a client of the UK Custodian, and it will be directly responsible to you for the provision of the Platform Products and the related dealing, safe-custody, settlement and post-execution services. We shall not be responsible to you for the actions or failures of the UK Custodian and the UK Custodian shall not be responsible to you for our actions or failures.

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We will notify you of the identity and terms of any replacement UK Custodian in good time before any changes are made. This agreement, together with the other documents referred to in it, constitutes the whole agreement between us and supersedes all previous terms agreed between us. Any clause which by its words or intent should remain valid after termination shall do so.

If any part of this agreement is adjudged unlawful or unenforceable by any court of competent jurisdiction it will be deemed to be removed and the remainder of the agreement shall remain in full force and effect.

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Should at any time, we fail to or delay the Exercise of any of the rights or remedies in this agreement, this shall not be deemed to be a waiver of them, nor prevent the Exercise of any of them in the future.

PART A: UK CUSTODIAN TERMS

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An explanation of the relationship between WealthKernel and you.

You have a relationship with WealthKernel because you have an account with GOODFOLIO.

1. RELATIONSHIP WITH WEALTHKERNEL  

1.1 We have entered into an agreement (WealthKernel Agreement) with WealthKernel Ltd Company number 09686970, registered office 41 Luke Street, London, United Kingdom,  EC2A 4DP (WealthKernel), on behalf of ourselves and each of our customers (Customers)  whereby WealthKernel has agreed to provide clearing and settlement, safe custody and  associated services for our Customers (Customers) to use and safe custody services.  WealthKernel may also provide additional services such as investment dealing services as we may from time to time agree with WealthKernel.

1.2 The WealthKernel Agreement covers us and you as one of our Customers. When you become a Customer by signing our application form, you will also accept and be bound by the terms of the WealthKernel Agreement. It is important for you to understand that this means you will be both our Customer and also a Customer of WealthKernel.

1.3 WealthKernel is authorised and regulated by the Financial Conduct Authority (FCA) which  is at 12 Endeavour Square, London E20 1JN. Its Firm Reference Number is 723719

1.4 In consideration of WealthKernel making their services available to you, you agree that:

     1. we are authorised to enter into the WealthKernel Agreement on your behalf as your agent;

     2. you are bound by the terms of the WealthKernel Agreement as summarised in this Section and acknowledge that the WealthKernel Agreement  constitutes a contract between you and ourselves and also between you and WealthKernel;

      3.  we are authorised to give instructions to WealthKernel on your behalf and to provide information concerning you to WealthKernel and WealthKernel shall be entitled to rely on any such instructions or information without further enquiry;

     4.  WealthKernel is authorised to hold cash and investments on your behalf and is authorised to transfer cash or investments from your account to meet your settlement or other obligations to WealthKernel.

1.5   WealthKernel will not provide you with investment advice nor give you advice or offers any opinion regarding the suitability or appropriateness (as appropriate) of any transaction or order and relies on information provided to it by us in respect of all such matters. In the same way we are not responsible for WealthKernel ’s actions, omissions or any obligation they may owe you under the FCA Rules or the regulatory system.

  2. COMMUNICATION AND INSTRUCTIONS

2.1         WealthKernel shall only accept instructions concerning your account(s) from us and not directly from you, unless a separate specific agreement has been made relating to instructions, (including such further mandate and/or indemnities as Wealthkernel may require). Unless we notify WealthKernel in good time in writing to the contrary to prevent the processing of any instructions, WealthKernel shall be entitled to rely upon and act in accordance with any instruction which WealthKernel believes in good faith to have been given by us or our agents on your behalf. WealthKernel reserves the right to take such action as it considers appropriate, in accordance with our agreement with them.  WealthKernel will not be required to verify or clarify any instruction received unless they believe they need to. WealthKernel will not be responsible for any delays or inaccuracies in the transmission of any instructions or other information due to any cause outside WealthKernel ’s reasonable control.

2.2          WealthKernel may, in its absolute discretion, refuse to accept any order or other instruction for your account(s) held through us. WealthKernel will advise us of its decision and may advise us of the reason for its decision unless prevented from doing so by law, Court order or instruction by the FCA.

2.3 You should direct all enquiries regarding your account to us and not to Wealthkernel.

2.4 Any communications (whether written, oral, electronic or otherwise) between you, us and/or WealthKernel shall be in English.

3. WEALTHKERNEL SERVICES

3.1 We are the agent of each Customer in its dealings with WealthKernel. Under this WealthKernel Agreement, WealthKernel has a direct contractual relationship with the Customer for the provision of custody and trading services and investment management services (Services).

3.2 These Services depend on you retaining us. However, should your relationship with us end for reasons outside your control, we will ensure that investments made using the Services are protected, and contact you regarding next steps. We will use your name and contact details (in particular, your telephone number, email and/or postal address) for this purpose. This means we will process this personal information about you to this end. For further details about processing of your personal information, please see WealthKernel Fair Processing Notice available at www.wealthkernel.com.

3.3 Neither WealthKernel nor its employees are qualified to give legal, tax or accounting advice or to prepare any legal, tax or accounting documents. WealthKernel is not responsible for dealing with any of the above matters when you use the Services.

3.4 Any fee charged for a service provided by us is in addition to the fee for the services provided by WealthKernel.

3.5 We do not hold out WealthKernel as providing any services to the Customer except Trading and Custody and investment management services, directly to any Customer. All communications, irrespective of the service with the Customers will be our responsibility. However, WealthKernel reserves the right to contact any Customer directly and obtain instructions or information from them if WealthKernel reasonably determines, in good faith, that such action is necessary to protect the interests of one or more customers, us or WealthKernel.  

3.6 We are the duly authorised agent of each Customer and as agent for each Customer agrees that, upon the opening of an account for a Customer by WealthKernel the Customer concerned will become subject to the terms of this WealthKernel Agreement.

4. CONTRIBUTIONS INTO YOUR ACCOUNT

4.1 Contributions into your account can be made by bank transfer, direct debit, or any other method we may advise you from time to time. It is not accepted credit or prepaid cards as payment methods.

4.2 WealthKernel will only accept payments in GBP from a UK bank account or a provider regulated and authorised to accept deposits or make payment under the Payment Services Regulations 2017 as amended from time to time (“Payment Services Regulations”).

4.3 When determining whether to accept a payment, in accordance with our legal and regulatory obligations, particularly those relating to money laundering and counter terrorist funding, WealthKernel reserves the right to reject any payments.

4.4 You agree and acknowledge that WealthKernel reserves the right in respect of any payment to a WealthKernel account to:

1. Impose a minimum amount, maximum amount and frequency for direct debit payment instructions or other payment facility which can vary from time to time;
2. Suspend the operation of the mandate or collection of payments;
3. Withdraw the direct debit service or other payment service to your account.

4.5 When you make a payment by direct debit, your payment will be processed by an authorised third party that is subject to the Payment Services Regulations. These payments typically take 3 business days to reach us (with a maximum of 7 business days), during which time the money is held by the relevant authorised service provider in an account protected by the relevant regulations.

4.6 If a direct debit payment is cancelled or rejected after the monies have been received, the payment will be returned and the monies removed from your account or portfolio. This may require the sale of investments to the value of the original payment.

4.7 All notices and communications with respect to this Clause shall be in writing by email to directdebits@wealthkernel.com.

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5. CUSTODY

5.1 WealthKernel will register your investments in the name of its nominee specified in the Wealthkernel Agreement. The nominee will hold onto your investments on your behalf and you will be their beneficial owner.

5.2 All investments held in custody will be pooled and allocated between Customers in accordance with the FCA Rules in particular the FCA custody rules. Accordingly, individual entitlements may not be identifiable by separate certificates, documents of title or entries on the issuers register. In the event of an irreconcilable shortfall following a default by any custodian or any third party holding or delivering your investments, you may not receive your full entitlement and you may share in any shortfall on a pro rata  basis with other Customers. If you need more information on this please let us know.

5.3 WealthKernel will be responsible for receiving and claiming dividends and interest payments to be credited to your account held through us. WealthKernel will also credit any other payments received for your interest to your accounts with us. All dividends, interest and commission credited to your account or paid to you will be net of any withholding tax and other deductions required to be made by WealthKernel and/or the payee in accordance with applicable legal or regulatory requirements. WealthKernel will provide details of all such deductions required to be made by it and will pass on such information in relation to such deductions by others as it may receive. We will be responsible for any costs and expenses WealthKernel may incur in receiving and claiming dividends, interest payments and any other payments. WealthKernel, its nominee and any relevant custodian will not be responsible for reclaiming any withholding tax and other deductions but nonetheless may do so if we ask them to.

5.4 WealthKernel shall not be responsible for informing you or us of any Corporate Actions or events concerning investments held in custody including take-over offers, capital reorganisations, company meetings, conversion or subscription rights but will  nevertheless do so, so far as reasonably practicable. WealthKernel shall be entitled to apply a default response, as determined in its reasonable discretion, to Corporate Actions.

5.5 We may liquidate your investments and pay the money to charity, in accordance with the FCA Rules, if we do not hear from you in relation to your investments for at least twelve years. Where we have done so we undertake to pay you a sum equal to the value of the asset at the time it was liquidated or paid away, should you claim an asset in the future.

5.6 WealthKernel may appoint agents, nominees and custodians (whether in the United Kingdom or overseas), to hold investments held in custody. WealthKernel may also appoint sub-custodians (including sub-custodians overseas) being qualifying custodians for the purposes of the FCA Rules, to hold investments for your account or us (as the case may be) on such terms as WealthKernel considers appropriate.

5.7 WealthKernel will exercise due skill, care and diligence in the selection of agents, nominees and custodians and before nominating a custodian it will undertake a risk assessment of that custodian in accordance with the FCA Rules. WealthKernel may from time to time notify us of its arrangements for holding securities in its own name or the name of its nominees and by accepting the terms of the WealthKernel Agreement as summarised in this document, you agree that any such arrangements as so notified shall be binding on you. WealthKernel will be responsible for the acts and omissions of its nominee, however, in the absence of its fraud or wilful default, WealthKernel shall not be responsible for the default of any agents, nominees and custodians, securities depository, intermediate broker, clearing or settlement system or participant in such a system. In the case of any investments held overseas there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of investments.

5.8  If you make investments overseas your investments might be held by an overseas sub custodian appointed by us. If this is the case your investments might be registered in our name or the name of the overseas sub-custodian. Before this occurs we will take reasonable steps to determine that it is in your best interests for this to happen and that it is not practical for us to do otherwise, because of the nature of applicable law or market practice. When taking these steps we will make adequate investigations of the overseas jurisdiction by reference to local sources.

5.9 We will only allow your investments to be held by an overseas sub-custodian in an overseas jurisdiction   that regulates and supervises the safekeeping of investments for another person who is subject to such regulation and supervision.

5.10 We will not allow your investments to be held by an overseas sub-custodian in a country that does not regulate the safekeeping of investments, unless the nature of your investments or the investment services connected with them are such that it requires they be held in that country.

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6. CLIENT MONEY

6.1 Any identifiable money (in any currency) received by WealthKernel for the account of any Customer (Client Money) will be received and held by WealthKernel in accordance with the FCA Rules detailed in the Client Asset Sourcebook agreed between them and us. Your Client Money (unless we instruct WealthKernel to pay such money into an individual client account) will be pooled with Client Money belonging to our other Customers and will be held in an omnibus Client Money account with an approved banking institution, appointed by WealthKernel in accordance with the FCA Rules (Approved Bank).

6.2 In the event of an irreconcilable shortfall in the omnibus Client Money account following a default of an Approved Bank or any third party holding Client Money (such as a clearing house, settlement or money transfer system) you may not receive your full entitlement and may share in any shortfall on a pro rata basis with other affected Customers. It will be our responsibility to bring these arrangements to your attention.

6.3 Wealthkernel may, from time to time, hold Client Money in a Customer bank account with an Approved Bank outside the United Kingdom. In such circumstances, the legal and  regulatory regime applying to the Approved Bank with which that money is held may be different from that of the United Kingdom and, in the event of a default of the Approved  Bank, such money may be treated differently from the position that would apply if the  money was held by an Approved Bank in the United Kingdom and the rights and  protections under the FCA rules will not be available to you in respect of these overseas  Approved Banks. It will be our responsibility to bring these arrangements to your attention.

6.4 WealthKernel does not pay interest on Client Money.  

6.5 You agree that WealthKernel will cease to treat as Client Money any unclaimed balances after a period of six years and WealthKernel has otherwise taken reasonable steps to trace you and return any balance to you and paid the sums to charity. WealthKernel will nevertheless make good any subsequent valid claim against such balances.

6.6 WealthKernel may also appoint agents, sub-nominees and sub-custodians (whether in the United Kingdom or overseas), to hold investments held in custody. WealthKernel will exercise reasonable care in the selection of agents, sub-nominees and sub-custodians and before nominating a custodian it will undertake a risk assessment of that custodian in accordance with the FCA Rules. WealthKernel will be responsible for the acts and omissions of its nominee, however, in the absence of its fraud or wilful default,  WealthKernel shall not be responsible for the acts, omissions or default of any sub-nominee, custodian, sub-custodian, securities depository, intermediate broker or agent, clearing or settlement system or participant in such a system or third party bank. In the case of any securities held overseas there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of securities.

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6.7 In the event of our insolvency your money, by virtue of having been separated from our assets and held in a client bank account, will not be available to our creditors. However, should a third party with whom your money has been deposited default the following may happen:

    1. UK bank accounts: If your money has been deposited in a UK bank account it will typically be held in a pooled account with other client’s money. If the third party bank defaults and there is a shortfall that cannot be met, then you may have to share in the loss according to the proportion of the funds attributable to you in the pooled account.

    2. Non-UK bank accounts: If your money has been deposited in a non-UK bank account you face the same risk of loss as you would for a UK bank account.  Additionally the laws of that country might be different from the laws and regulations in the UK. Your money might be less secure and might be treated differently than it would have been treated if it had been held in a UK bank  account.  

    3. Other third parties: If your money has been passed on to another third party  there is a risk that you could suffer financial loss if that third party defaults.  These third parties will not always be able to keep your money separate from  their money. This means that if they become insolvent we will only have an  unsecured claim against them on your behalf. This means that they might not  be able to pay us enough money to cover all of our clients unsecured claims.  

6.8 WealthKernel reserves a right to retain all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to Wealthkernel  for your account.

6.9 We will notify you as soon as possible should your account balance fall to the point where  the charges are greater than the credits.  

7. EXECUTION-ONLY SERVICE

7.1 WealthKernel will provide a service with investment options on a non-advised basis.  WealthKernel does not therefore check whether investments you select are suitable or  appropriate for you.

7.2 You do not, therefore, benefit from the protection of the rules on assessing  appropriateness. You must ensure together with us that any investments you make are  appropriate investments for you.

8. EXECUTING TRANSACTIONS

8.1 When providing the Services, WealthKernel will use its best efforts, in accordance with its Best Execution Policy. For an explanation of how transactions are executed on your behalf, please see WealthKernel’s Best Execution Policy,

www.wealthkernel.com located in WealthKernel’s website.  

8.2 This sets out how WealthKernel ensures that, when executing transactions on your  behalf, all sufficient steps are taken to obtain the best possible result for you on a  consistent basis, taking into account relevant factors, including: price, cost, speed,  likelihood of execution and settlement, size, nature or any other consideration relevant  to the execution of your order.

8.3 Please note that WealthKernel needs to comply with the rules and regulations of the  relevant investment markets and exchanges. As such, by agreeing to these Terms, you  authorise WealthKernel to take all steps that may be required or permitted by these  relevant markets or exchanges, as well as to generally act in accordance with good market practice.

8.4 Furthermore, you confirm that:

    1. If you have orders that may be executed outside a trading venue,  WealthKernel will inform you accordingly through us and you expressly  consent to us proceeding with executing these orders;

    2. In relation to client limit orders, confirm that WealthKernel has your express  instruction not to take measures to facilitate the earliest possible execution  of any unexecuted orders in a manner that is easily accessible to other  market participants; and

    3. WealthKernel may aggregate your order with those of other clients. Whilst we will act fairly, the effect of this aggregation may work to your disadvantage in relation to a particular order.

9. VOTING RIGHTS

9.1 In providing our Services to you WealthKernel may decide at its discretion whether to procure the exercise of any voting rights attaching to your investments.  

9.2 WealthKernel shall be entitled to exercise such rights at its own discretion, providing that  WealthKernel is in compliance with its conflicts of interest policy.  

10. DIVIDENDS

10.1 We will not credit any dividends under 0.01 GBP. If the dividend amount is less than 0.005 GBP it will be rounded down, otherwise it will be rounded up.

10.2 Dividends will become due and payable from WealthKernel once it has received them from its sub-custodian and, if required, converted them into GBP. Once the dividend is in GBP, it will be paid into your portfolio within one day (other than a Saturday or a Sunday) on which banks in London are open for general business.

11. SECURITY

11.1 As continuing security for the performance of your obligations pursuant to the terms of  the WealthKernel Agreement including, without limit, the payment of all sums due to  WealthKernel by you, or through your Account held through us, you agree to grant  WealthKernel to the extent permitted under applicable law:

    1. a right over all investments held for your account from time to time in  respect of which title has been transferred to WealthKernel its agents,  nominees and custodians;

    2. a right over all certificates or documents of title relating to investments held  from time to time for your account by or to the order of WealthKernel;

    3. a right over your rights in respect of any investments which are held by WealthKernel (or to its order) for your account;  

    4. a pledge, lien and right of set-off over and in respect of, all and any  investments, documents of title to property, documents representing  property and all money, investments and other assets of any nature held by  or subject to the control of WealthKernel (its nominees and custodians) for  the your account (including, without limitation, the benefit of all contractual  rights and obligations and any proceeds of sale), (together, the “Charges”) to recover its costs, charges and any other sums incurred in relation to the  services it provides under the WealthKernel Agreement that has not been  recovered as provided for in the WealthKernel Agreement from you,  including as appropriate to realise sell, charge, pledge, deposit, borrow  against or otherwise deal the cash or assets within your Account held  through us to meet those costs charges and other sums.

11.2 WealthKernel shall have, to the greatest extent permitted by law and the FCA Rules, all  of the rights of a secured party with respect to any money or other assets charged to it  and you confirm that you will, at the request of WealthKernel , take such action as may  be required to perfect or enforce any security interest and each irrevocably appoints  WealthKernel as their attorney to take any such action on their behalf.

11.3 You represent and warrant to WealthKernel that you are the sole and beneficial owner  of all money, investments or other assets of any nature transferred to or held by  WealthKernel their nominees and custodians or the same are transferred to or held by  WealthKernel their nominees and custodians with the legal and beneficial owner's  unconditional consent and, in any event, are and will be transferred to or held by  WealthKernel their nominees and custodians free and clear of any lien, charge or other  encumbrance and that you will not charge, assign or otherwise dispose of or create any  interest therein.

11.4 Provided WealthKernel has not been negligent, fraudulent or wilful default,  WealthKernel shall have no liability to you for any cost, loss, liability and expense,  including without limit any loss of profit or loss of opportunity incurred or suffered by  you in consequence of any exercise by WealthKernel of any right or remedy under this  Clause and any purchase, sale, or other transaction or action that may be undertaken by  WealthKernel shall be at such price and on such terms as WealthKernel shall, in its  absolute discretion, determine.

11.5 In exercising any right or remedy pursuant to this Clause, WealthKernel is authorised to  combine accounts, effect such currency conversions and enter into such foreign exchange  transactions with, or on behalf of, you, at such rates and in such manner as WealthKernel  may, in its absolute discretion, determine.

11.6 No third party shall be required to enquire as to the validity of the exercise by WealthKernel of its powers under this Clause.

12. LIABILITY

12.1 Neither WealthKernel, nor any of its directors, employees or agents, shall be liable for  any loss or damage sustained by you as a direct or indirect result of the provision by  WealthKernel of its services, save that nothing in the terms set out in this Section exclude  or restrict any liability of WealthKernel resulting from:

    1. death or personal injury;

    2. breach of any obligation owed to you under the regulatory system; or 3. the negligence, fraud or wilful default of WealthKernel.

12.2 WealthKernel shall not in any event be liable for loss of profits, loss of opportunity, loss  of business, loss of savings, loss of goodwill, claims by third parties, loss of anticipated  savings (whether direct or indirect) or for any type of special, direct, indirect or  consequential loss howsoever caused, even if caused by WealthKernel negligence and/or  breach of contract and even if such loss was reasonably foreseeable or WealthKernel had  been advised of the possibility of the Customer incurring the same.

12.3 In particular, WealthKernel is not liable for

    1. 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;

    2. any loss or failure to provide the Services, caused by any event outside its reasonable  control, including unavailability of the Services caused by disruption to or failure of  market infrastructure, communications networks or technology systems.

13. CONFLICTS OF INTEREST

13.1 WealthKernel or its associates may provide services or enter into bargains in relation to  which WealthKernel, or its associates, has, directly or indirectly, a material interest or a  relationship of any description with a third party which may involve a conflict of interest  or potential conflict of interest with you. WealthKernel or any of its associates may, for  example:

    1. for its interests be the counterparty to a transaction that is executed by

WealthKernel (whether or not involving a mark-up or a mark-down by  WealthKernel or its associates);

    2. be the financial adviser to the issuer of the investment to which any  instructions relate;

    3. for its interests have a (long or a short) position in the investments to which  any of your instructions relate; or

    4. for its interests be connected to the issuer of the investment to which any  instructions relate.

13.2 WealthKernel may receive remuneration from fund managers or Approved Banks in  connection with WealthKernel providing services to them. These payments are calculated  by reference to the agreement WealthKernel has with that person. If that means there  will be a deduction in the value of the account held by you through us, that deduction  will be disclosed to you as set out in the FCA’s then current rules.

13.3 WealthKernel has adopted conflict of interest policies in accordance with the FCA’s  requirement for authorised firms to pay due regard to the interests of their Customers,  treat them fairly and manage conflicts of interest fairly, both between themselves and  their Customers and between different Customers.

13.4 You acknowledge that neither WealthKernel nor any of its associates is required to  disclose or account to you for any profit made as a result of acting in any manner  described above, except as set out in the FCA’s then current rules.

14. COMPLAINTS

14.1 In the event of any complaint regarding WealthKernel ’s services you should contact us in writing and we will handle your complaint for you.

14.2 We will, as soon as is practicable, investigate the matter with any employees who may  be directly concerned to determine the appropriate course of action. After investigating  we will write to you detailing the results of the investigation and offering, where  appropriate, redress.

14.3 WealthKernel will consider a complaint to be closed in any of the following circumstances:

(a) If at any time a complainant has accepted in writing an offer of redress or has  written to WealthKernel confirming that he/she is satisfied with WealthKernel  ’s response to the complaint (or simply confirms in writing that he/she wishes  to withdraw the complaint). The Head of Compliance will write to the  complainant acknowledging receipt, making redress (if appropriate) and  confirming that the complaint has been closed; or

(b) If you have not replied to an initial or interim letter offering redress having been

invited to do so within eight weeks of the date of the letter and such offer of  redress has been made, or set aside for you to claim if it cannot be made  because you have not replied.

15. FEES

15.1 WealthKernel does not charge you directly for their Services, rather they provide their  services on the basis that we pay their fees on your behalf from your account held with us.  To see more information about your account fees (which include those of WealthKernel),  please read the explanation of our charging structure. Please note that it is possible that  taxes or costs may exist in addition to those which we pay or impose.

15.2 In the event of non-payment or late payment of fees, you agree that we may use, sell, retain  or set-off assets held by us on your behalf. We will only exercise this right if we have asked  your Introducer for payment in writing and the sum is outstanding for 30 calendar days  from the date of our request.  

16. INVESTOR COMPENSATION

16.1 WealthKernel is authorised by the FCA and as appropriate this may give you certain rights  under the UK Financial Services Compensation Scheme. Depending on the type of  business and your circumstances, the happening of certain events compensation may be  available from that scheme if WealthKernel cannot meet its obligations to you. Further  information about compensation arrangements is available from the Financial Services  Compensation Scheme.

17. TERMINATION

17.1 If we give notice that we will close your account with us your relationship with  WealthKernel ends at the date of closure of your account.

17.2 If for whatever reason WealthKernel and our relationship ends, we will tell you if we have  

   1. made arrangements with another service provider, and we will tell you what that means to you

    2. will close your account and tell you what that means to you

in either case your rights will be similar to the rights set out in the main agreement between  us and you.

17.3 If WealthKernel need to end our relationship with us in respect of an account or accounts  held by you through us we will  

    1. make arrangements with another service provider, and we will tell you what  that means to you

   2. will suspend or close your account and tell you what that means to you;

in either case your rights will be similar to the rights set out in the main agreement between  us and you.  

18. GENERAL

18.1 WealthKernel’s obligations to you shall be limited to those set out in this Section and  WealthKernel shall, in particular, not owe any wider duties of a fiduciary or any other  nature to you.  

18.2 WealthKernel are required to and will observe and apply the requirements of the law of  England applicable to the provision of their services under the WealthKernel Agreement  as more particularly agreed between them and us in that agreement.

18.3 No person other than you, us and your legal representatives shall be entitled to enforce  these terms set out in this Section in any circumstances.

18.4 Any failure by WealthKernel (whether continued or not) to insist upon strict compliance  with any of the Terms set out this Section shall not constitute nor be deemed to  constitute a waiver by WealthKernel of any of its rights or remedies.

18.5 These Terms set out in this Section shall be governed by English law and you hereby  irrevocably submit for the benefit of WealthKernel to the non-exclusive jurisdiction of the  courts of England and Wales.

PART B: ADDITIONAL ISA TERMS FOR UK STOCKS

This Section applies in addition to the rest of the Terms and WEALTHKERNEL CLIENT RETAIL TERMS AND CONDITIONS if you hold or are considering holding a stocks and shares ISA with us. If there is a conflict between this Section and the rest of these Terms, this Section will take priority.

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.

1. DEFINITIONS

HMRC: her Majesty's Revenue and Customs.

ISA: means an Individual Saving Accounts, as provided for in  the ISA Regulations.

ISA Manager: WealthKernel Limited.

ISA Regulations: means the Individual Savings Account Regulations 1998  (SI1998/1870) as amended from time to time.

2. ELIGIBLE CLIENTS

2.1 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.

3. HOW DO YOU INVEST IN AN ISA?

3.1 You may subscribe to a stocks and shares 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 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).

3.2 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 ISA Regulations for that tax year.

3.3 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.

4. HOW IS THE ISA MANAGED?

4.1 WealthKernel will invest your stocks and shares ISA in accordance with your instructions and these  Terms, and subject always to the requirements of HMRC.

4.2 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.

4.3 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.

5. OWNERSHIP

5.1 You must always remain the beneficial owner of any investments held in your 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.

5.2 Your investments will be registered in the name of WealthKernel’s nominee company. Share certificates and other documents evidencing title to ISA investments will be held. Please see Section above for the terms governing the custodian service.

6. SHAREHOLDER RIGHTS

6.1 You can ask us to arrange for you to:

    1. attend and/or vote at shareholders’ and securities holders’ meetings; and

    2. receive annual reports and accounts, and any other information issued to  shareholders and security holders.

6.2 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.

7. DISCLOSURE

7.1 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 ISA Regulations, your stocks and shares ISA has or will become void.

8. TRANSFERS

8.1 You can transfer all or part of your stocks and shares 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.

8.2 When we receive your written instructions we will transfer all or part of your ISA to the New ISA manager in accordance with the ISA Regulations. We will carry out the transfer  within according to ISA Regulations, which will not exceed 30 calendar days.

9. WITHDRAWALS AND CANCELLATION

9.1 You can also instruct us to transfer to you all or part of your stocks and shares ISA and any interest, dividends, rights or other proceeds arising from them, or sell all or some of the investments in your stocks and shares 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.

9.2 Please note any withdrawals will cause the withdrawn investments to lose their tax-efficient status. Amounts invested into your stocks and shares ISA and later withdrawn will still count towards your relevant annual ISA allowance.

9.3 In addition to the ability to withdraw from your stocks and shares ISA, you may also cancel your stocks and shares 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 stocks and shares ISA, and so will not count towards your annual ISA allowance.

PART C: UK CUSTODIAN PRIVACY STATEMENT

Wealthkernel Limited (Wealthkernel) will be known as the ‘Controller’ of the personal information you provide to Goodfolio.

Wealthkernel is committed to protecting and respecting your privacy. Our Privacy Statement is to let you know:

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• How and why we collect personal information
• What we do with it
• When and why we share it with other organisations
• How long we keep it for; and
• The rights and choices you have with regards to your personal information

‍Contact Us

If you have any questions about how we have handled your personal information or wish to raise a complaint about how we have handled your personal information, you can contact our Data Protection Officer at hello@goodfolio.com.

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If you are not satisfied with our response, or believe we are processing your data unfairly or unlawfully, you can complain to the Information Commissioner’s Office (ICO). For further information about the ICO and their complaints procedure see: https://ico.org.uk/concerns/.

‍How we collect personal information

You, your financial adviser or your employer may give us information about you by completing application forms (paper versions or our online services) or by contacting us by phone, email or letter.

The personal information we gather may include, but is not exclusive to:

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• Your name
• Address
• Date of birth
• National Insurance Number
• ISA or GIA Plan number
• Gender
• Email address
  
• Telephone number
• Bank account details
• Medical information (in certain limited circumstances)
• Any further information required as part of a product application

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‍Why we need it

We need to know basic personal information in order to provide you with the services you have engaged us to provide and to ensure that your pension is administered as efficiently as possible. This includes such information as is required to comply with all legal and regulatory requirements.

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We will not collect personal information about you that we do not need in order to provide the services we have agreed to provide to you.

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We may use your information for testing our systems. If we do this your personal information will be anonymous so that it cannot be identified.

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‍What we do with it

We hold personal information securely and limit access to those who need to see it.

The personal information we collect may be transferred to and stored at a destination outside the European Economic Area (EEA), this could be to another company within the Wealthkernel group of companies or to external service providers working on our behalf.

Where any such processing takes place, appropriate controls, such as adoption of agreements containing the appropriate standard clauses, will be put in place to ensure that the personal information is protected to the same standard as if it were in the UK.

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‍How long we keep it

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In most circumstances we will retain personal information for the lifetime of a plan or product or for up to seven years after the end of the relationship with us e.g. where a plan is transferred to another provider or closed following the payment of benefits. This is to ensure we comply with our retention obligations, as set out by the Financial Conduct Authority (FCA) and other regulatory and legislative requirements.

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Certain circumstances dictate that we retain some specific information for longer, i.e. pension transfer information, HMRC tax records etc.

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Our retention obligations are reviewed on a regular basis to ensure that we do not keep personal information longer than we are legally obliged to.

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‍Sensitive Personal Information

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It may also benefit you to notify us of any health condition or disability you have, so that we are aware of these conditions and how they affect you. This will allow us to take any reasonable steps to accommodate specific needs or requirements you have when providing our services to you. This type of information is known as “special category information”, also referred to as ‘sensitive personal data’. We require your explicit consent to process this data.

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‍What are your rights?

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Under data protection legislation, you have several rights regarding the use of your personal information as follows:

• If at any point you wish to either confirm whether your personal information is being processed and/or access the information we hold on you, you can request to see this information. We will respond to any request within one month.
• You are entitled to have your data corrected if it is inaccurate or incomplete.
• You are entitled to have information deleted if it is no longer needed or there is no longer a legitimate reason for the processing of it.

SECTION 4 - Appendices

APPENDIX 1 - FEES

1. Goodfolio’s fees

You must pay the following fees to Goodfolio for the Services:

Goodfolio charges a monthly fee that is calculated from the average portfolio value of the account over the course of any given month. The monthly fees are equivalent to annual fees of 0.3% for the first £12,000, and 0.25% for anything above per annum (incl. VAT). This is demonstrated in the example below.

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Consider the following example: Beginning of March, your portfolio has a value of £19,000 and it grows to £21,000 over the course of that month. The monthly average value of your portfolio is £20,000.
Your total annual fee is 0.30% for the first £12,000 and 0.25% for the amount invested over £12,000. This is then divided by 365 for each day of the year.
£12,000 x 0.30% = £36
£8,000 x 0.25% = £20
(£36+ £20) / 365 x 31 = £4.76 (incl. VAT) The fee is VAT inclusive and covers trading fees and custodian charges.

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Monthly fees equivalent to annual fee of 0.10% (incl. VAT) is charged on the average Cash Balance calculated from the average Cash Balance value of the account.

Accounts with less than £1,000 of investments through Goodfolio are not charged any fees by GOODFOLIO.

There are no additional Goodfolio costs attached to each transaction.

2. Additional Fund Management Charges apply

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− The managers of the certain Securities (for example, Exchange Traded Funds - ETFs) will also levy a fund management charge on your Securities.

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− These charges (and certain other expenses) are included in the Fund valuations. However, whilst you do not pay these charges directly, they will affect your overall return.

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− For more details regarding these charges, please refer to the Key Investor Information Document (KIID) for the relevant Fund in our app.

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3. Other Activity-based and Administration Charges

No administration, dealing or other activity-based charges are payable to Goodfolio or the Custodians except that there is a one-off administration charge of £20 per account for a transfer of the investments in your Platform Product to another provider.

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APPENDIX 2 - CUSTOMER INVESTMENTS AND RISKS

This is not intended to be a comprehensive statement of all the risks to which investors might be exposed and there may be others that exist now, or which may arise in the future. We have set out the main risks to which investors will be exposed, as we understand them, but warn that investing is always exposed to new risks and that some risks once thought to be very low can rapidly develop into high and serious risks.

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1. Key Risks

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1. Past performance is not an indicator of future performance
2. The value of investments may go down as well as up
3. You are not certain to make a profit
4. You may make a loss
5. You may lose your entire investment
6. The price or value of investments may fluctuate significantly
7. Any income distributions may also fluctuate significantly

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2. Risks relating to Securities

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1. All financial products carry risk, and even trading non-complex products, such as securities, will have a degree of uncertainty.
2. The securities markets can be volatile, which means the prices of the securities can change rapidly, and therefore are unpredictable, which means that securities dealing is not suitable for everyone.

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3. Risks relating to Exchange Traded Funds (ETFs)

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1. The performance of ETFs is dependent on its investment policy and strategy, the skills and expertise of those responsible for managing its investments, and the market(s) in which it invests.
2. ETFs may be subject to suspensions in valuation, during which time dealing in ETFs 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.
3. The value of ETFs is dependent upon the underlying investments held by them and the prices of those investments may vary according to the markets on which they are listed or traded.
4. ETFs may close, and the liquidated value of the underlying investments may result in a loss.
5. If there is little liquidity in the market for ETFs, there may be substantial differences between the buying price and the selling price.
6. Funds exposed to overseas markets may involve different risks from UK focused ETFs.
7. Investments in overseas ETFs depend not only on the performance of ETFs but also upon foreign exchange rates which may change adversely affecting the value of ETFs

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4. Transfers out and Winddown of Goodfolio

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For the UK positions if you set up an account at a different provider then they can assist you with making a request to transfer assets and/or money to the new provider’s account. Note that transferring assets to another provider is subject to that provider supporting those assets, otherwise you will have to sell the assets and transfer money. Transferring assets (an “in specie” transfer), will cost £20 per asset that you transfer.

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Goodfolio can terminate the Terms of Use by giving customers 30-days notice. Upon termination, Goodfolio  may close out any  positions and sell assets and transfer the value back to customer bank accounts.

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Wind-down Timeline

When all clients’ positions will be closed and funds transferred to clients’ bank accounts, Goodfolio will notify clients about Goodfolio accounts’ closing. All clients’ accounts will be closed after a few days from the transferring of clients’ funds to clients’ bank accounts.

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To the extent that customers have not fully liquidated their positions before the [30 days] have expired, Goodfolio will notify them that their positions will be sold on their behalf and funds returned to their bank account.

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As noted above, communication regarding ISA transfers should be made at the beginning of the process so the customers could transfer their assets to another broker as the process usually takes around 30 days from the ISA transfer notification being submitted.

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APPENDIX 3 - DEFINITIONS

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We use some terms throughout this Agreement that have specific meanings. They are as follows:

“Available Funds” means the total amount of funds that you have available to buy Securities using our Services. Your Available Funds will be displayed to you as part of the Service and is calculated as the sum of your Cash Balance plus the Total Consideration of any sales of Securities that have yet to settle less the Total Consideration of any purchase of Securities that have yet to settle. Your Available Funds will decrease when you buy Securities (where you commit to buying Securities, when we will deduct the amount of the transaction and related fees and costs from your Available Funds even before the buy transaction has been settled), or when you withdraw funds, or due to payment of other of our Services.

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“Cash Balance” means the total amount of uninvested funds that you have held in the client money bank account. Your Cash Balance will be displayed to you as part of the Service. This amount can be topped up through a transfer of funds from your Nominated Bank Account or through the sale of Securities that you hold through our Services (however when you sell Securities, your Cash Balance will only increase once the relevant transaction has settled and the proceeds have been allocated to your account) or when dividends are received. Your Cash Balance will decrease when you buy Securities (where you commit to buying Securities, when we will deduct the amount of the transaction and related fees and costs from your Cash Balance even before the buy transaction has been settled), or when you withdraw funds, or due to payment of other of our Services. The Cash Balance shall be denominated in Pounds Sterling only.

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“Custodian” means a bank or other third party who holds our clients’ Securities that they have purchased through our Services.

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“FCA” - The Financial Conduct Authority is the conduct regulator for financial services firms and financial markets in the UK and the prudential regulator of those firms.

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“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 such as Goodfoliois unable (or is likely to be unable) to pay a claim against it.

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“GIA” means a General Investment Account.

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“HMRC” means HM Revenue and Customs, the UK’s tax authority.

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“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, including (by way of example) an instruction to buy or sell a Security, or an instruction to transfer some of your Cash Balance to your Nominated Bank Account.

“ISA” means an Individual Savings Account, which is a tax-exempt savings scheme for individuals established under the ISA Regulations.

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“ISA Regulations” the Individual Savings Account Regulations 1998, the Individual Savings Account (Amendment) Regulations 2007 and the related HM Revenue & Customs guidance notes for ISA managers, as amended and in force from time to time.

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“ISA Terms for UK stocks” additional terms contained at Section 2, Part B of these Terms which will apply to you should you choose to hold your investments through an ISA for UK stocks.

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“Goodfolio”, “we”, “our” or “us” means Goodfolio Limited, our details are set out in the “About Us” section above.

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“Goodfolio Account” means the account that we will open for you which will enable you to invest through the web-based application (the “Goodfolio web-based application”). 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, as well as the amount of Cash Balance. It is important that you ensure the security of your Goodfolio Account – please see the section on “Account Security” in particular.

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“Loss” means any allegation, claim, cost, expense, damage or other loss of whatever nature, and howsoever arising.

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“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 (that we will add to your Cash Balance) and into which we will pay your Cash Balance when you make withdrawals through our Services.

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“Privacy Policy” means our privacy policy as updated and amended from time to time.

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“Retail Client” has the meaning given by the FCA Rules.

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“Services” means the services that we will provide to you, as set out more fully in the “Our Services” section above.

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“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.

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“Total Consideration” means i) in relation to a sale of securities, the total cash amount which is due to be paid to you, and which is calculated as the sum of the price of the Securities less any fees or commissions due and ii) in relation to a purchase of Securities, the total cash amount which you are due to pay and which is calculated as the sum of the price of the Securities plus any applicable stamp duty plus any fees or commissions due.

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“Website” – www.goodfolio.com

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When we use the term “including” or where we give examples, that does not mean that the specific items we mention are an exhaustive list or that we only mean those specific items.

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