Definitions

App

As the context requires, such mobile application(s) and/or website(s) as we may make available from time to time to enable you to access your OpenMoney Account and receive the OpenMoney Services.

Business day

Any Monday, Tuesday, Wednesday, Thursday or Friday which is not a Bank Holiday in England.

Current tax year

The current period between 6th April and 5th April of the following year.

Data terms

The Privacy Policy and the Website & App Terms.

Delegate

A person or entity to whom we may delegate to in order that they perform the provision of certain services to you instead of us.

“FCA” or Financial Conduct Authority

The UK Financial Conduct Authority, or any applicable successor body. For OpenMoney Adviser Services Ltd, the FCA is both the conduct and prudential regulator.

FCA rules

The rules and guidance contained in the FCA handbook and supporting documents (as may be amended and updated from time to time).

“FOS” or Financial Ombudsman Service

The office to whom you may refer any complaint you have about the services provided to you if we cannot resolve or settle your complaint (to your satisfaction) within 8 weeks from the date you first make the complaint.

“FSCS” or Financial Services Compensation Scheme

A statutory compensation fund from which you may be able to make a claim in the event that a regulated firm, such as OpenMoney Adviser Services Ltd or the Product Provider, is unable or is likely to be unable to pay a claim against it.

HMRC

Her Majesty’s Revenue & Customs.

OpenMoney

OpenMoney Adviser Services Limited, trading as OpenMoney.

OpenMoney agreement

Means your agreement with OpenMoney Adviser Services Ltd (trading as OpenMoney).

OpenMoney services

The services that OpenMoney Adviser Services Ltd (trading as OpenMoney) will provide to you.

Previous tax year

Any previous period between 6th April and the following 5th April.

Product Provider

Gaudi Regulated Services Limited.

Service Provider

Any third party used to enable OpenMoney Adviser Services Ltd to perform the Services.

Sterling

British Pounds Sterling (the lawful currency of the United Kingdom, as at the date of this Agreement).

Terms

These Terms, which govern the relevant services provided to you by OpenMoney Adviser Services Ltd (trading as OpenMoney) and the Product Provider and which form part of your agreement with each of them.

US person

Any United States citizen or other person who is resident in the United States for tax purposes.

1.0 General terms

1.1 Important information

In these Terms, references to “OpenMoney”, “us”, “our” and/or “we” means OpenMoney, a trading style of OpenMoney Adviser Services Limited.

In these Terms, reference to an “OpenMoney Account” means an account that we will open for you which will enable you to track your investments through both the mobile application (the “App”) and through the web portal (the “Portal”).

This is our standard Terms of Business Agreement upon which we intend to rely. These Terms contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these Terms carefully before accepting them. If there is anything contained in these Terms that you do not understand, please do not hesitate to contact us using the chat function on the website. Alternatively, send us an email to hello@open-money.co.uk and we will get back to you.

1.2 Your agreement with us

These Terms, together with (a) the information we have provided to you via the App and Portal about our services and fees; and (b) the information you have provided to us via the App and Portal under these Terms in relation to your OpenMoney Account constitutes the agreement (“the OpenMoney Agreement”) between you and us in the provision of our services to you. OpenMoney is a trading style of OpenMoney Adviser Services Limited. OpenMoney Adviser Services Limited is authorised and regulated by the Financial Conduct Authority (“FCA”), whose address is 12 Endeavour Square, Stratford, London, E20 1JN. Our FCA registration numbers are 676331 for investment services and 792842 for payment services. OpenMoney Adviser Services Limited is registered in England & Wales under Company Registration Number 09407280; its registered address is WeWork, One St Peters Square, Manchester, M2 3DE.

1.3 Commencement and status of the OpenMoney agreement

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

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

2.0 How OpenMoney provides services

2.1 the OpenMoney account and the OpenMoney services

We will provide services (the “OpenMoney Services“) to you in connection with the set up and operation of your OpenMoney Account including the provision of the App. We will provide the OpenMoney Services to you in accordance with the Terms of the OpenMoney Agreement, all applicable laws and the FCA Rules.

We will do our best to ensure the App and your OpenMoney Account is available and up and running for you to use at any time however, this is not something we can guarantee. There may be times where the App and your OpenMoney Account may not be available and where we may not be able to facilitate your investment instructions. There may be interruptions and/or delays to our services. If this happens we will do our best to contact you to let you know what you should do. You can also contact us using the chat function on the website. If this is not available, please email hello@open-money.co.uk.

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

2.2 Your use of our app

In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy and the Portal & App Terms relating to the use of our App (together, the “Data Terms“). If there are any terms contained in the Data Terms that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms then, the relevant term, condition or provision set out in these Terms shall prevail.

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

You must not undertake any action that could compromise the security or effective working of the OpenMoney Services. Any such action will be considered a material breach of these Terms.

You are responsible for monitoring your OpenMoney Account, ensuring that you read all messages that have been sent to you (whether through the notifications and messaging centres in the App and the Portal, via the email address you have provided to us, or via any other means as agreed between us) and informing us if there is something wrong on your OpenMoney Account or you suspect that it has been subject to unauthorised use.

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

You acknowledge and agree that all intellectual property rights in the App, the Portal, all documents and related technology anywhere in the world belong to us or our licensors - you have no rights in or to the App, the Portal, the documents and related technology other than the right to use each of them in accordance with these Terms and the Data Terms.

2.3 Opening your OpenMoney account

Before we can open your OpenMoney Account and provide the OpenMoney Services to you, we are required to verify your identity in accordance with UK regulation. We will use various third-party services to do this and you expressly authorise us to do this, acknowledging that this will involve us transmitting your personal information to such third parties and carrying out credit checks that may leave a footprint on your credit file. Please note we only conduct these checks to verify identity, and so these 'soft' checks will only be visible by you on your credit file, it does not affect your credit rating. We will also check your details against sanctions lists (HMT, EU and US) as part of our obligation to prevent OpenMoney Adviser Services Ltd being used to further financial crime. We may also repeat these checks periodically throughout your relationship with OpenMoney Adviser Services Ltd.

You warrant and represent to us and to the Product Provider on an ongoing basis that:

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

2.4 Client classification

We will treat you as a “retail client“ or “consumer“ and you will be afforded the highest level of regulatory protection available.

2.5 Retail investment products

The range of regulated financial services we can provide includes researching, advising upon and arranging deals in ISAs, GIAs and SIPPs. The advice we provide, and products we offer, are restricted to the OpenMoney ISA, OpenMoney GIA and OpenMoney SIPP, which are packaged by our chosen Product Provider. We will only recommend you invest in one of the 3 OpenMoney portfolios.

2.6 Payment

You can choose to make payment into your OpenMoney account in four ways. You may transfer a product from another provider, such as an existing Stocks and Shares ISA into your OpenMoney account. You may make a one-off payment via direct debit for any amount, or setup a regular payment via direct debit for any amount. You are able to make a debit card payment for amounts over £1000, however we cannot guarantee that the debit card functionality will be available.

We only accept payment via a transfer in from another provider, a debit card or direct debit. We do not accept payment from a credit card, via cash or cheque. All payments must be in GBP and must come from a UK Bank or Building Society account. We do not accept payments in any other currencies.

Payments into a SIPP must be made by an individual. We cannot accept payments from a Company.

2.7 Model portfolios & dealing

We run model portfolios that are made up of collections of investment funds, selected in line with different risk profiles. Each model portfolio comprises a portfolio of investments selected by us using asset allocations designed to represent a particular portfolio objective or investment strategy and to reflect prudent diversification.

Your money will be invested into one or more of the model portfolio(s) selected by you. Subscription deals will be placed in the funds within the model portfolio in the proportion detailed in the portfolio factsheet.

2.7.1 Rebalancing the model portfolios

Apart from acting on your instructions to arrange for you to invest in the model portfolios, our role is to rebalance the model portfolios that you have selected as explained below.

Each model portfolio aims to keep the investment funds that make up that model portfolio within certain target proportions. As the proportions of the invested funds within the model portfolios will vary over time with movements in the market, the level of investment within some funds will become lower than the target proportion for those funds (underweight), whilst investment in other funds will become higher than the target proportion for such funds (overweight). Subsequent payments into products will be invested in the funds (in the model portfolio) that are most underweight first, with a view of moving the model portfolio back towards its target; any withdrawals from products will result in the most overweight funds being sold down first, with a view of moving the model portfolio back towards its target. The process of buying and/or selling funds in the model portfolio in order to ensure that the model portfolio is within the target proportions is called "rebalancing" the model portfolio.

We expect that each model portfolio will need rebalancing at least once a year, and this may require us to sell or buy more funds that make up the model portfolio. We may make these changes in the model portfolios, on your behalf, without consulting you as described below.

For the purposes of rebalancing each model portfolio, you agree that we are authorised to buy, vary and sell the investments held within the model portfolio from time to time, at our absolute discretion, provided that we remain within the portfolio objective or investment strategy of the model portfolio.

Investments in the model portfolios will be limited to FCA authorised or recognised unit trusts, OEICs. Cash balances will typically be held from time to time. There are no restrictions on the value of any single underlying investment purchased within the model portfolio or the proportion of the model portfolio represented by any single underlying investment. We will manage each model portfolio on a pooled basis with other clients' model portfolios and will take common discretionary management decisions for all clients in the same or similar model portfolios.

We invest your monies within the model portfolio into a range of funds with varying levels of risk. Higher risk and lower risk funds may be purchased for the model portfolio in a balance which meets the portfolio objective or investment strategy for the model portfolio as a whole.

Some funds invest in property and the valuation of that property will be subject to an element of judgement.

Property and some other investments can take some time to sell. Funds holding these investments may sometimes experience liquidity problems that can delay the return of sale proceeds to investors.

Some funds invest in non-investment grade bonds which have an increased risk of default on repayment when compared to investment grade bonds. This translates into a greater risk that the capital value of the fund will be affected.

The value of funds which hold overseas investments will usually be affected by changes in exchange rates.

Some funds may invest in countries, sectors or companies which can carry higher risk or which may be less liquid.

Unlike bank and building society deposits, stock market-based investments do not provide capital guarantees and can fall in value as well as rise. Ultimately, you could get back less than you invest.

Any yields will vary over time so income is variable and not guaranteed. We believe you should only invest for the long term.

All investments can go down in value as well as up and we are not responsible for any losses you incur or any tax liabilities which arise as a result of your investment in the model portfolio.

You are able to change which of our model portfolios you are invested in, if you wish to change your model portfolio, you should contact us to discuss this as soon as possible. Any such change will not impact any transaction already entered into and which you will continue to be bound by.

Although we will exercise reasonable skill, care and diligence in our selection of investments for a model portfolio, changes in their value or market conditions may prevent or hinder us from achieving the portfolio objective or investment strategy of the model portfolio and consequently we cannot undertake that portfolio objective or investment strategy will be achieved.

2.8 Client money

OpenMoney Adviser Services Limited is not authorised to accept client money, and so OpenMoney will never accept a payment. All payments made through the OpenMoney portal go straight to the Product Provider, where they are held in a client money account until they are invested. The client money account is held with Barclays.

2.9 Client assets

Where applicable, contract notes and documents of title in respect of your investments or policies will be issued to you directly by the issuing company, via the OpenMoney system.

3.0 What OpenMoney can provide

3.1 Advice service

Our investment advice service offers initial advice given via the OpenMoney system, together with annual reviews, or more frequently if your circumstances change.

You can choose to receive full advice (recommendation of which product or products, as well as which underlying investment portfolio) or focused advice (you choose the product or products we recommend the underlying investment portfolio). You can request a telephone appointment with one of our advisers at any point.

We will make a personal recommendation for you via the OpenMoney system, based on the personal information you have supplied us with. In certain circumstances advice may be provided outside of the OpenMoney system. In these instances, you will receive a personal recommendation from one of our financial advisers after a meeting via telephone.

We only offer restricted advice. If you choose to receive advice from OpenMoney, we will only recommend products from our selection of OpenMoney ISAs, SIPPs and GIAs, which are all provided by our Product Provider. We may recommend a combination of any of these 3 products, however at your request we can focus our advice on a specific OpenMoney product, or combination thereof. We will only recommend our OpenMoney portfolios. We will make a personal recommendation for you via the OpenMoney system, based on the personal information you have supplied us with. In certain circumstances, advice may be provided outside of the OpenMoney system. In these instances, you will receive a personal recommendation from one of our financial advisers after an adviser call. If you choose to receive advice, we won't recommend a product unless it's suitable, which means we may advise you to pay off outstanding debts or continue paying into an existing product if it's more suitable for your needs. We will only recommend investing in one of our portfolios, made from a range of low-cost UK mutual tracker funds.

We will be responsible for advising you regarding the selection of the model portfolios and their initial and continued suitability for you.

3.2 Administrative support

Administrative support will be included as part of our ongoing service to you. We will maintain records of your arrangements, assist with any queries you may have and pass on instructions to or from providers.

3.4 Reviewing advice

We instigate regular contact with you to ensure that the arrangements made remain suitable. If you choose to accept advice from OpenMoney, we will contact you to reassess the suitability of your investment every 12 months. You have a responsibility to let us know if your circumstances or goals change between review periods. We monitor performance of the underlying investments and, as per the terms described in section 2.7., may make changes to the portfolio or rebalance at any time.

4.0 OpenMoney charges

We will provide you with a breakdown of the fees we expect you will pay for your investment before you make a payment. These fees are based on past fee data, however are variable as the investments are held on a discretionary basis and the transaction costs in the underlying funds may vary.

There is no initial fee for receiving advice from OpenMoney. The ongoing fee for using our OpenMoney service is fixed at 0.35% per year, not including the individual fund charge. The fee is broken down as follows:

The fund charges differ between the 3 portfolios. The exact charge may vary according to transaction costs, the assets held in the portfolio and their allocation. Details of expected portfolio costs will be made available in the ex-ante disclosure provided through the Portal.

Our fees are calculated as a percentage of the total value of your investment, so if your investment increases in value, you’ll pay more in fees. Fees will be taken directly from your investments monthly. We accept no liability for any tax incurred as a result of this method of remuneration.

5.0 Communications

We may communicate with you at any time about your account using the information you have given us, including, when appropriate, by telephone, SMS text message, by email, via the App and web portal.

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

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

We will record and monitor telephone conversations that we have with you for monitoring and record keeping purposes. We will store recordings for a period required by law, the FCA Rules or for as long as we consider necessary to be able to provide the OpenMoney Services to you, whilst complying with the General Data Protection Regulations (GDPR). In the event of a disagreement between you and us, we can give you a copy of our records on request. Please note that you cannot 'opt out' of communications being recorded as it is a regulatory requirement.

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

6.0 Complaints

6.1 How to complain

Should you wish to complain please contact us via one of the below methods:

6.2 Referrals to the Financial Ombudsman Scheme

Should you not be satisfied with our final response you may be entitled to refer the matter to the Financial Ombudsman Service (FOS) within six months of the date of our final letter:

6.3 Referrals to the online dispute resolution (odr) platform

Where your complaint refers to products or services purchased online, you may refer your complaint to the ODR Platform:

7.0 Financial Services Compensation Scheme

We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim:

Further information about compensation scheme arrangements is available from the Financial Services Compensation Scheme ( www.fscs.org.uk).

8.0 Your information and data

We will base our recommendations on the information you have provided us with; whether this is via the OpenMoney system, adviser or telephone calls, or email. You are required to check the information we have recorded to ensure it is complete and accurate and update us whenever there is a change to your personal circumstances or details.

We may use your personal information, including sensitive personal information and store it on our systems and may otherwise process it for the purposes of providing the OpenMoney Account and the OpenMoney Services. We will never send you marketing materials and other information regarding any of our products or services without your explicit consent. You can provide or withdraw your consent at any time, either by unsubscribing via an email received, or contacting us via webchat or emailing hello@open-money.co.uk.

We will never share your personal information to a 3rd party, for that party to market its services and products to you, without your consent.

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

We are registered with the Information Commissioner for the handling and processing of personal information. We have nominated Kevin Morrissey as Data Protection Officer (DPO) who is responsible for ensuring we comply at all times with applicable data protection legislation. We will take all reasonable steps to ensure that the database containing this information is constantly updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.

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

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

You are entitled to see all personal data relating to you, which is held on any database controlled by us. Please contact us via hello@open-money.co.uk if you wish to request this information.

8.1 Credit Reference Agencies

OpenMoney Adviser Services Limited has appointed TransUnion Information Group (TU UK) to act as the credit reference agency for the purpose of verifying the identity of all OpenMoney AdvisoryServices Limited’s customers. To this end, we may pass personal information relating to you to the credit reference agency in order to verify your identity. By accepting the T&C’s you accept and consent to your data being shared and used for this purpose. For further details relating to the use ofyour personal data, please see the below Privacy Policies:

OpenMoney: https://www.open-money.co.uk/privacy-policy

TU UK: https://www.transunion.co.uk/legal-information/bureau-privacy-notice

8.2 Referrals

Where appropriate, we may offer to refer youto third parties to provide certain additional services. We will not make anysuch referral without your agreement. We may pay (or receive from thirdparties) fees in relation to referrals of business. In making or receiving anysuch referral and making or receiving such payments, we will act in accordancewith all applicable laws & regulations.

9.0 Amendments to the OpenMoney agreement

We may amend the OpenMoney Agreement:

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).

If we make any change that is detrimental to you, you may notify us within 30 days from the date of such change to terminate your OpenMoney Agreement and close your OpenMoney Account without charge.

10.0 Withdrawals and termination

10.1 Cancellation periods

The Product Provider Terms & Conditions details your rights to cancel your products once you have taken them out. For any of our products, you may be entitled to cancel your product within 30 days of either conclusion of the contract or receiving your documentation, whichever is later. If your funds are still within the client money account, you may receive a full refund, however if your funds are already in the process of being invested, you may get back less than your original investment if the value of the fund has fallen.

10.2 Commencement and termination

This Terms of Business Agreement takes effect from the date it is given to you and will apply until terminated. You, or we, may terminate our authority to act on your behalf under this agreement at any time, without penalty. You may terminate your OpenMoney Agreement at any time and for any reason by providing us with notice, subject to the settlement of all outstanding transactions. Transactions already in progress will be completed in the normal course of business. We will close your OpenMoney Account as soon as practicable after receiving your notice to terminate the OpenMoney Agreement.

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

We may terminate this Agreement immediately, freeze your OpenMoney Account and take steps to freeze transactions through your Platform Product(s) without giving you advance notice if we reasonably believe that you:

We may also terminate the OpenMoney Agreement immediately if:

Where we terminate the OpenMoney Agreement immediately or freeze your OpenMoney Account as set out above, we will inform you in writing immediately of our decision and our reasons for making that decision.

11.0 Governing law

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

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

12.0 Third parties

Except for any relevant Service Provider who may enforce, as applicable, provisions herein for a person who is not a party to this agreement cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

13.0 Summary of conflicts management

13.1 Introduction

OpenMoney is committed to maintaining the highest professional standards and, therefore, we endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all of our customers fairly and in accordance with relevant regulation and best practice guidelines.

13.2 Nature of a conflict of interest

In essence, a conflict of interest is a situation in which OpenMoney (or any of its personnel) finds itself in a position where its own interests conflict with the duties and obligations owed to its clients or, a situation in which OpenMoney’s duty to one client conflicts with its duty to another.

13.3 Identifying conflicts of interest

For the purposes of identifying the types of conflict and potential conflicts that arise which may entail a material risk of damage to the interests of a client, we must take into account whether OpenMoney or its directors, employees or contractors (“OpenMoney Personnel“) or any other person linked by control to OpenMoney:

13.4 Conflict situations

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

13.5 Conflict avoidance

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

13.6 Conflict management

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

13.7 Conflicts disclosure

If we are not reasonably confident that we can manage a particular conflict to adequately protect the interest of the client, we will disclose the conflict of interest before undertaking any business, so the client has an opportunity to decide whether or not to continue.