Effective Date: March 1, 2024

Definitions

  • Agreement: As defined in section 1.1.
  • Business Day: A day on which the London Stock Exchange is open for business.
  • CASS: Refers to the international rules governing client assets.
  • Client Money: Money owned by clients and segregated from Crown and Bates’s own funds as per CASS rules.
  • Custodian: The appointed firm responsible for safeguarding clients’ assets on our behalf.
  • Delivery Versus Payment (DVP): A settlement procedure in which payment is made to the seller when the instrument is delivered to the buyer.
  • Eligible Counterparty: As defined by CASS.
  • Market: Any regulated market or multilateral trading facility.
  • MiFID II: Markets in Financial Instruments Directive II.
  • Principal: An entity on whose behalf the client is acting concerning the services in this Agreement.
  • Regulations: All applicable laws, rules, and regulations in force, including relevant market rules.
  • Transaction: Orders in financial instruments executed on your behalf under this Agreement.
  • UCITS: Undertakings for Collective Investment in Transferable Securities.
  • We, Us, and Our: Refers to Garrick and Crown Limited.
  • You and Your: Refers to individuals or entities who have signed the Agreement, including those authorized to act on their behalf.

1. Introduction

1.1 Together with the completed Application Form, Conflicts of Interest Policy, and Order Execution Policy, these Terms of Business (“Terms”) and any other agreements between you and us form the “Agreement” between you and Garrick and Crown Limited.

1.2 By signing the Application Form, you confirm that you or the entity on whose behalf you are signing accept these Terms and will be bound by the Agreement. These Terms replace all previous Terms.

1.3 For new clients, the Agreement is effective upon confirmation of account opening. For existing clients, these Terms will apply from the notified date.

1.4 In case of a conflict between this Agreement and other agreements or terms of business, the terms of this Agreement will take precedence.

1.5 References to information in the Application Form include any amendments agreed in writing.

1.6 English is the governing language for this Agreement, and all communications between us will be in English.

2. Regulation

This Agreement and our services are subject to applicable regulations.
● In the event of a conflict between this Agreement and the applicable regulations, the regulations will prevail.
● Nothing in this Agreement limits our obligations under applicable regulations.
● You agree to comply with all applicable regulations.
● Our compliance with any applicable regulations will not result in any liability to us or our directors, officers, employees, or agents.

3. Classification and Capacity

3.1 Based on the information we hold, Crown and Bates will categorize you as either a Retail Client, Professional Client, or Eligible Counterparty. You will be treated as a retail client unless agreed otherwise. Retail clients may request re-categorization as a professional client, which may result in the loss of certain protections. If you meet the criteria, we will provide separate documentation for you to acknowledge this change.

3.2 If you are:

  • Joint account holders: You are jointly and severally liable to us, and we may fulfill our obligations by paying or accounting to any one or more of you.
  • Trustees of a trust: The trustees, not the beneficiaries, are considered the client and are jointly and severally liable.
  • Partners in a partnership: All partners are jointly and severally liable to us.
    3.3 If you are acting as an agent for another party, you remain liable as principal under this Agreement. We will treat you as our client and you will be jointly and severally liable with any underlying party for all obligations arising from the transactions.

4. Communication on Joint Accounts

4.1 For joint accounts, we will treat all account holders as having equal rights to cash and investments under these Terms, and we will act on instructions from any one of you.
4.2 These Terms will continue to apply even in the event of the death or incapacity of any joint account holder until we receive written notice of death, incapacity, or termination from any one of you.
4.3 Notices we issue will be effective if served on any one of you.
4.4 Unless instructed otherwise, all communications (such as contract notes, statements, and valuations) will be sent only to the first-named client in the joint account.

5. Our Services

5.1 This Agreement covers the execution of transactions in various financial instruments, including:

  • Shares
  • Debentures, loan stock, bonds, and other forms of indebtedness
  • Government and public securities
  • UCITS and investment trusts.

For non-complex instruments, we are not required to assess whether the product is appropriate for you, and you will not benefit from protections requiring us to assess the suitability of the product or service under MiFID II Article 25. We may also provide additional services as agreed and in compliance with applicable regulations.

5.2 Our services include discretionary portfolio management, advisory trading, and execution-only trading, which are detailed below:

  • Discretionary Management: Crown and Bates will manage your portfolio at its discretion, based on your investment objectives, without prior reference to you.
  • Advisory: We will provide suitable investment recommendations on a trade-by-trade basis. However, we will not manage the overall risk or monitor your portfolio’s performance. You are responsible for informing us of any changes to your circumstances.
  • Execution Only: You are responsible for all investment decisions, and we will only act on your instructions. We will not assess the suitability of the product for you. For complex products, we may need additional information to assess appropriateness. If you do not provide this information, we may still execute the transaction but cannot assess its suitability.

6. Custody and Registration

Details regarding the custody and registration of assets are covered in a separate section.

6. Custody and Client Money

6.1 Client Money Handling
Crown and Bates is authorized to manage client money but is not permitted to hold it directly. As such, any client money will be held by our designated Custodian on your behalf. The Custodian is required to place your money in a segregated bank account with an approved bank. Your funds may be pooled with other clients’ funds in a collective account, meaning your claim is not tied to a specific sum but to the overall pool of client money.

6.2 Custodian Due Diligence

We exercise due care, skill, and diligence when selecting, appointing, and periodically reviewing any Custodian or bank (other than central banks) where your money is held. While we strive to ensure the safety of your money, we are not liable for any actions, omissions, or failures by third-party custodians or banks.

7. Charges & Fees

7.1 Schedule of Charges
Fees for our services are detailed in the accompanying Schedule of Charges. We may amend this schedule at any time, provided we give you at least one month’s notice.

7.2 Third-Party Benefits

If we receive any commission, fees, or benefits from third parties, we will disclose them to you before executing any related transaction.

7.3 Other Costs

You are responsible for any additional fees or charges arising from our services. You also agree to pay any applicable taxes, including Value Added Tax (VAT), that may be due.

7.4 Transaction Fees

Transaction-related fees will typically be specified in the relevant contract note and either added to or deducted from the transaction proceeds.

7.5 Fee Deductions

We reserve the right to deduct any outstanding fees directly from funds held on your behalf.

7.6 Unpaid Fees

To cover any unpaid fees, you authorize us to use your funds or sell any investments held on your behalf, taking any other necessary steps to recover the amounts owed.

7.7 Annual Cost Summary

We will provide an annual summary detailing the costs and charges you have incurred.

7.8 Aggregated Costs Information

Information about costs and charges will be provided in aggregated form. You may request an itemized breakdown at any time.

7.9 Foreign Currency Costs

If any part of the costs is denominated in a foreign currency, we will disclose the currency, the conversion rate, and any related fees.

7.10 Negative Interest Rates

If central banks set negative interest rates, you may be charged interest on cash balances held in that currency.

8. Instructions

8.1 Acting on Instructions
We may act on any instructions from someone we reasonably believe to be authorized by you to provide instructions (whether in writing, by phone, or other means) without further verification. We are not liable for any actions taken in good faith based on such instructions.

8.2 Written Confirmation
We may require written confirmation for oral instructions. You agree to provide a list of authorized individuals, along with their specimen signatures if needed for written instructions.

8.3 Confirmation of Instructions
You agree to promptly confirm any instructions if we request it. If you fail to provide confirmation or if we cannot reach you after reasonable efforts, we may take action or refrain from action at our discretion to protect your interests.

8.4 Right to Decline Orders
We are not obliged to accept any order or enter into a transaction. If we decline, we will notify you without being required to give a reason.

9. Execution of Orders

9.1 Required Information
We may need to obtain certain financial and other information from you to comply with regulations. If you do not provide this information, we may suspend or withdraw our services without liability.

9.2 Recording Communications

We may record phone calls and other communications with you. These recordings will be held for at least five years and may be used as evidence if needed. You can request access to these records by contacting us.

9.3 Best Execution

We are required to provide best execution in line with our execution policy. By accepting these terms, you agree to our order execution policy, which may involve executing orders outside of regulated trading venues.

9.4 Limit Orders

Unless otherwise agreed, if you place a limit order that is not immediately executed, we are not required to make it public.

9.5 Order Aggregation

We may combine your orders with those of other clients or our own. Aggregation will only be done if we believe it will not disadvantage you, though it may occasionally result in a less favorable price.

9.6 Transaction Confirmation

We will provide you with confirmation of transactions in accordance with applicable regulations. Confirmations may be sent via email, and it is your responsibility to notify us of any changes to your email address or errors in confirmations.

9.7 Market Suspensions

You acknowledge that markets may be temporarily or indefinitely suspended, restricting transactions. We are not liable for any resulting inability to execute transactions.

9.8 Give-Up Transactions

For transactions given up for clearing by another broker as instructed by you, you acknowledge that

  • If such a broker or dealer accepts the give-up, we will, without prejudice to any claim for commission or other payment, transfer the financial instrument to the specified party upon acceptance. Once the transfer is made, we will have no further obligations to you in respect of the transaction.
  • If the broker or dealer declines the give-up, we reserve the right, at our discretion, to either confirm the transaction with you or liquidate it. The liquidation may occur through a sale, purchase, disposal, cancellation, or any other transaction, which could involve the relevant exchange, market, private contract, or a transfer to an associate. Any resulting balance from such liquidation will be promptly settled between us and you, without prejudicing our rights under this Agreement.
  • The majority of our transactions will occur on a Trading Venue. However, when you are an Investment Firm and a transaction takes place outside a Trading Venue, the responsibility for trade reporting will lie with the relevant party designated under MiFID II.
  • Unless otherwise agreed in writing, where you are an Investment Firm, we will not report such transactions on your behalf. If we are required to report the transaction, we may rely on third parties to perform this task.
  • When we enter into transactions on a Trading Venue, reporting obligations will comply with the rules of that venue.
  • If we hold any client funds or financial instruments for you, we will provide a quarterly statement of holdings.
  • In the event of a dealing error that results in a profit, any such profit will be retained by Crown and Bates.

Objecting to Data Processing on Legitimate Interests: Individuals may object to the processing of their Personal Data based on legitimate interests (as outlined in Clause 23.5(c)) and request that we provide compelling legitimate reasons for continuing such processing.

  • Requesting Data Erasure: Individuals may request the deletion of their Personal Data under the following conditions:
    • The Personal Data is no longer needed for the purposes it was originally collected or processed.
    • The erasure of Personal Data is necessary to comply with legal obligations.
    • The Personal Data has been unlawfully processed.
    • The individual has objected to the processing of their Personal Data, and we are unable to demonstrate overriding legitimate grounds for continuing such processing.

• Rectifying Personal Data: Individuals can request corrections to inaccuracies in their Personal Data.

• Restricting Data Processing: Individuals may request a restriction on processing their Personal Data to holding the data while disputes about its accuracy or legitimacy of processing are resolved or when required for legal claims.

16.13 Data Retention: Subject to Clause 17.12, we will not retain Personal Data longer than necessary for the permitted purposes of providing services.

15. Liability and Indemnity

15.1 Limitation of Liability: Neither we nor our Custodian, including directors, employees, or agents, will be liable for any direct or indirect loss or damage resulting from our services. However, this does not limit liability for negligence, fraud, or wilful default, nor any breach of FCA Rules. Indirect or consequential losses, including loss of profit or damage to your business or reputation, are not covered.

15.2 Indemnification: You agree to indemnify us, our Custodian, and related persons for any reasonable liabilities, costs, or taxes (excluding our corporation tax) arising from:

  • The provision of our services.
  • Any breach of these terms by you.
  • Your failure to meet delivery or payment obligations.
  • Any issues with securities delivered or transferred on your behalf. Indemnification does not cover negligence or wilful default on our part.

15.3 Events Beyond Control: We are not liable for any failure to provide services due to circumstances beyond our control, such as system failures, natural disasters, or political crises.

15.4 Survival of Indemnity: These indemnity provisions remain in effect even after services have ceased and are additional to other legal rights of indemnified parties.

16. Complaints and Compensation

16.1 Complaint Process: Complaints regarding our services should be directed to our Compliance Officer.

16.2 Complaint Handling: We will acknowledge complaints within five business days and provide our internal complaints procedure. Upon resolution, a final response letter detailing the outcome and any remedies will be sent.

17. Notices

17.1 Notice Delivery: Notices will be sent to the address provided in your Application Form or updated by written notice. Postal notices are deemed received after two days, fax notices immediately, and email notices upon receipt by your internet service provider.

17.2 Address Changes: You are responsible for promptly informing us of any changes to your address.

17.3 Notice to Us: Any notices from you must be in writing and sent to our registered office.

18. Delegation and Assignment

18.1 Delegation: We may delegate any function to a third party, including associates, without affecting our liability or obligations under the Agreement.
18.2 No Notice for Delegation: We are not required to notify you of such delegations.

18.3 Assignment: We may assign our rights or obligations to an associate with written notice to you. You may be required to enter into further documentation to facilitate the assignment.

18.4 Your Assignment: You cannot assign or transfer your rights or obligations without our prior consent.

19. Entire Agreement

19.1 Complete Terms: This Agreement constitutes the entire understanding between you and us. We may amend the Agreement and will notify you in writing of material changes. Amendments proposed by you will only be effective if agreed to in writing by us.

20. Rights of Third Parties

20.1 Third-Party Enforcement: Our associated companies may enforce this Agreement. Otherwise, no other third party may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

21. Governing Law and Jurisdiction

21.1 Legal Framework: This Agreement is governed by English law, and any disputes will be subject to the exclusive jurisdiction of the English courts.

22. General

22.1 No Third-Party Rights: No third party is entitled to enforce these terms.

22.2 No Waiver of Rights: Failure to insist on strict compliance with these Terms does not constitute a waiver of any rights or remedies.

23. Termination

23.1 Our Right to Terminate: We may terminate this Agreement by written notice for any reason. If no transactions have been executed on your account for at least one year, we may terminate without notice.

23.2 Your Right to Terminate: You may terminate this Agreement at any time, including canceling it within 14 days of effect by providing written notice.

23.3 Conditions for Termination: Termination requires settlement of open positions and payment of any amounts owed to us.

23.4 Post-Termination Handling: Upon termination, money owed to you will be sent by cheque, and securities will be re-registered in your name. Fees related to termination must be settled before the Agreement is terminated.

Appendix I: Risks

This appendix provides a general guide to the risks associated with investing, including but not limited to:

1. Non-Readily Realisable Investments: These may be difficult to sell or value and are only suitable for certain investors.

2. Small-Cap Shares: Investments in smaller companies carry a higher risk, including price volatility and wide spreads between buying and selling prices.

3. Investment Trusts: Investment trusts may borrow money to invest, increasing volatility and the potential for loss.

4. Warrants: Warrants involve a time-limited right to subscribe for securities and can be volatile, with a risk of total loss if not exercised within a set period.

5. Stabilisation: Securities may be subject to stabilisation measures, which can artificially maintain their market price during new issues.

6. Foreign Markets: Transactions in foreign markets carry additional risks, such as currency fluctuations.

7. Trading Suspensions: Under certain market conditions, it may be difficult or impossible to liquidate positions, resulting in potential losses.