Terms and Conditions

Icebrg Terms and Conditions

PART A - INTRODUCTION

The icebrg Platform
1. icebrg Platform is a trading name of Thomas Grant & Co Limited (company number 02788515) whose registered office is at 40a Friar Lane, Leicester, LE1 5RA. Thomas Grant & Co Limited is authorised and regulated by the Financial Conduct Authority with reference number 163296. Details of the regulated services which Thomas Grant & Co Limited is permitted to provide are set out in the Financial Services Register which is available on the website of the Financial Conduct Authority (www.fca.org.uk).
2. These terms and conditions (Terms) apply to those services of Thomas Grant & Co Limited provided to clients through the icebrg Platform. In these Terms references to "icebrg", "we", "us" or "our" are to Thomas Grant & Co Limited trading as icebrg Platform.
3. The icebrg Platform is an on-line client services platform owned and operated by icebrg Limited (company number 12462061) whose registered office is at 85 Tottenham Court Road, London W1T 4TQ. All intellectual property rights in the icebrg Platform (including the icebrg Platform name) and the software used by or for the purposes of the icebrg Platform of whatever nature and whether registered or not and whether vested, contingent or future are the exclusive property of icebrg Limited. icebrg Limited has granted icebrg and its clients a non-exclusive, non-transferable and non-licensable licence to use the software of icebrg Limited when using the services and functionality of the icebrg Platform at no cost.
4. We reserve the right to determine in our absolute discretion which Investments can be traded using the icebrg Platform and any restrictions on such trading. We further reserve the right to discontinue access to, or trading through, the icebrg Platfrom at any time, either generally or in part. Where we do so, we shall notify you of such occurrence and endeavour to provide the relevant services through alternative means, but shall not be legally obliged to do so.
These Terms and Conditions

Please read this document carefully as it contains the terms and conditions (as amended from time to time) upon which we will:
- provide investment services to you; and
- hold investments on your behalf.
This is an important legal document that forms part of the contractual agreement between you and us. Therefore, you should ensure that you have read and understood the Terms. Should you have any questions, please contact your client relationship manager.
These Terms apply to both retail and professional clients except where indicated to the contrary in the relevant provision.
If you have appointed an Asset Manager to act on your behalf, the terms set out in Part D of these Terms will apply to you.
Additional terms applicable to our Custody Service are set out in Part E of these Terms.
Please also read the icebrg Key Facts Document which provides information relating to icebrg and our services. The icebrg Key Facts Document also includes information on icebrg’s order execution and conflicts of interest policies and the risks associated with different categories of financial instrument.

Definitions and Interpretation

Definitions are set out in the Schedule to these Terms where not otherwise set out in the Terms.
References to clauses are to the clauses of these Terms. Headings are included for convenience only and shall not affect the interpretation of these Terms.
References in these Terms to statutes and any other laws, rules or regulations shall be to such statutes, laws, rules or regulations as modified, amended, restated or replaced from time to time.
These Terms supersede any previous terms and conditions between you and us relating to the subject matter of these Terms and any previous version(s) of these Terms. Any reference in any documentation between you and us to an earlier version of these Terms shall, from the date that these current Terms takes effect, be read as a reference to these current Terms or the relevant or corresponding part thereof.

PART B – OUR SERVICES

Description of Services

We describe in this Part the Services we will provide where you have elected to receive such a Service in the course of the Account Opening Process. The available Services are:
- Execution-Only Service; and
- Custody Service.

Execution-Only Service

Our Execution-Only Service enables you on your own initiative from time to time to instruct us to buy or sell Investments on your behalf on an execution-only basis. This means that we will execute transactions in accordance with your instructions, but without providing advice or personal recommendations on any individual transaction or on the overall composition of your portfolio. You retain full responsibility for making all investment decisions when using the Execution-Only Service.
In providing our Execution-Only Service, we may agree to act on the instructions of a third party on your behalf, such as an Authorised Signatory. Our agreement to act on the instructions of a third party on your behalf will be subject to the provision to us of such evidence of the third party’s authority to act for you as we may require at our complete discretion. We will not be liable to you for any actions we take or anything we allow to occur or permit to be done in good faith in accordance with or pursuant to any instructions from such a third party on your behalf.
When we effect a transaction on an execution-only basis on your behalf in relation to an Investment in a regulated collective investment scheme we will not provide you with the key features or key investor information in relation to the relevant collective investment scheme.
If you have elected for our Execution-Only Service, you shall be solely responsible for compliance with any notification, filing or other reporting requirement of any jurisdiction arising as a consequence of or relating to your ownership of Investments and we assume no liability for non-compliance with such requirements.

Custody Service

Pursuant to our Custody Service we will provide custody of your Investments and shall deposit them into an account or accounts opened with one or more sub-custodians selected and appointed by us in accordance with the Custody Rules.
The particular provisions set out in Part E of these Terms apply to our Custody Service.
Our Custody Service applies to negotiable financial instruments acceptable to us and will not usually apply, for example, to interests or investments in partnership entities.

Investments

When we provide you with our Execution-Only Service we may do so in relation to the following financial instruments:

shares in British or foreign quoted companies;
debenture stock, loan stock, bonds, notes certificates of deposit, commercial paper or other debt instruments, including government, public agency, municipal and corporate issues;
collective investment schemes and similar schemes in the United Kingdom or elsewhere;
unregulated collective investments schemes including hedge funds;
warrants to subscribe for, or depository receipts or other types of instruments relating to the investments listed above;
investments traded on either unregulated markets or markets that operate to differing standards;
derivatives (namely, contracts for differences, futures and options); and
structured products.

Contingent Liability Investments

We may provide our Execution-Only Service in relation to Contingent Liability Investments. Contingent Liability Investments involve the acceptance of higher risk, or a different type of risk, than many of the Investments listed in clause 5. Only experienced investors should consider investment in Contingent Liability Investments.
Before we provide our Execution-Only Service to you in relation to Contingent Liability Investments, we will need to be satisfied that the relevant Contingent Liability Investments are appropriate for you taking into account your knowledge and experience of Contingent Liability Investments.
Risk warnings in relation to Contingent Liability Investments are set out in the icebrg Key Facts Document. If you intend to invest or deal in Contingent Liability Investments on an execution-only basis, please read these risk warnings carefully.
We may seek to categorise you as a professional client for the purposes of investing or trading in Contingent Liability Investments where we are satisfied that you have the appropriate expertise, experience and knowledge and satisfy the other necessary criteria to be treated as a professional client. Should we classify you as a professional client for these purposes, we will inform you of the consequences of this classification in respect of your regulatory protections at the time.
When we provide our Execution-Only Service in relation to Contingent Liability Investments, we will effect transactions in such Investments on your behalf through one or more third party service providers selected by us. For these purposes, we may open an omnibus client transaction account with the relevant third party service provider and, at our discretion, may set up sub-accounts of such omnibus account to reflect the transactions and interests of individual clients. The terms and conditions of the relevant third party service provider will apply to any transactions effected by it and the operation of any omnibus client transaction account or sub-account. We may also effect transactions pursuant to prime brokerage arrangements established by us for the purposes of facilitating trading or dealing in Contingent Liability Investments.
If you elect for our Execution-Only Service and intend to invest or deal in Contingent Liability Investments, we may, as an alternative to the arrangements described in clause 6.5, require you to enter into a direct agreement with a third party service provider who will provide facilities, including a trading account, to enable you to invest or trade in Contingent Liability Investments. In such a case, we will ask you to grant us a power of attorney to operate the trading account on your behalf.
If you elect for our Execution-Only Service and intend to invest or deal in Contingent Liability Investments, we reserve the right to pay funds held in your Account(s) to any third party service provider referred to in clause 6.5 or clause 6.6 to cover debit balances incurred in the course of the provision of our Service to you (for example, to cover margin). As such movements of funds can be extremely time-sensitive, this may, if we are unable to contact you, be done without you being aware of such a payment from your Account(s). Also, we may require you to post additional collateral with us or with the third party service provider against your positions in Contingent Liability Investments.
Without prejudice to clause 6.7, you agree that if we consider that there are insufficient cash funds in your Account(s) to cover any liabilities or commitments incurred or anticipated in relation to your positions in Contingent Liability Investments or you do not provide additional collateral in good time to satisfy any margin calls, we shall be entitled on your behalf to close out or reduce your positions or instruct the relevant third party service provider to do so.

Joint Accounts and Trust Accounts

Where an Account is held by you in joint names (including where you are acting as trustees), each account holder is jointly and severally liable for the payment of all sums owing to us and for the performance of all obligations and commitments arising from the provision of our Services to you or on your behalf.
Unless you notify us to the contrary, in the case of an Account held in joint names (including where you are acting as trustees), all assets held for the account of such Account will be treated as held by you as joint tenants without any distinction between you as regard ownership of such assets or separate parts of such assets.

Client Money

Any of your money held by us and which is classified as Client Money will be held by us in accordance with the Client Money Rules. This means we will separate our own money from your money and hold your money in one or more client bank accounts (as defined in the FCA Rules).
Client Money may be pooled in our client money bank account(s) with the client money of other clients. In the event of a shortfall arising in the amount of client money held following a default or failure by the relevant bank, you may not receive your full entitlement and you will share in that shortfall rateably in accordance with the entitlements of all affected clients.
We may, with your consent, place Client Money held for you in a qualifying money market fund (as defined in the FCA Rules). As a result, such Client Money will cease to be held in accordance with the Client Money Rules and, instead, the units in the relevant fund will be held as your safe custody assets in accordance with the applicable requirements of the Custody Rules. By continuing to use our Service(s), you agree that we may treat you as having given such consent.
In relation to transactions entered into for your Account(s) or to meet your obligations to provide margin or other collateral it may be necessary for your Client Money to be passed to a third party (for example, a securities exchange, clearing house, intermediate broker, settlement agent or over the counter counterparty) to hold or control. In these circumstances, we will comply with the Client Money Rules but we will have no responsibility for any acts (or failure to act) on the part of any such third party.
In certain circumstances, we may pass your Client Money to a third party who is outside the UK or the EEA.In such cases, the legal and regulatory regime which applies to that third party may be different from that in the UK or the EEA.The third party we pass your Client Money to may hold it in a general account and it may not be possible to separate it from the third party’s own money. If the third party enters administration, liquidation of similar proceedings, we will only have an unsecured claim against the third party on your and our other clients' behalf. You should recognise that this could result in the third party not having enough assets to cover all the claims against it from our clients, including you.
We will not pay to you any interest earned on Client Money held for you and, accordingly, any such interest will not constitute Client Money.
In certain circumstances, and subject to the Client Money Rules, you agree we may cease to treat any Client Money balances held on your behalf (when those balances remain unclaimed) as Client Money and donate the money to a registered charity of our choice.We may only do this if:

If you contact us after we have paid away your Client Money balance and wish to claim such balance, we will return a sum equal to the balance paid away to charity.

You agree that we may transfer Client Money held on your behalf to a third party as part of transferring all or the part of our business to which the Client Money relates without any further consent from you if:

the Client Money is transferred on terms which require the relevant third party to return the Client Money to you as soon as practicable at your request; and
the sums transferred will be held by the relevant third party in accordance with the Client Money Rules for you or, if not held in accordance with the Client Money Rules, we have exercised all due skill, care and diligence in assessing whether the third party will apply adequate measures to protect these sums.

Fees and Charges

Our fees and charges are set out in the Fee Schedule provided to you through the icebrg Platform during the Account Opening Process. If actual fees and charges are not available, we will provide you with a reasonable estimate of the relevant fees and charges. We will also provide an illustration showing the cumulative effect on returns of fees and charges.
We will provide you on a quarterly basis with information on the fees and charges related to the services we have provided to you and an illustration showing the cumulative effect on returns of these fees and charges. Where the Agreement is terminated before the next quarterly disclosure of fees and charges is due, we will provide you with a disclosure of fees and charges up to the date of termination. Where any part of the total fees and charges is to be paid in or represents an amount of foreign currency, we will provide an indication of the currency involved and the applicable currency conversion rates and costs. You may request a breakdown of the fees and charges payable by you at any time.
All fees and charges will become payable on the date that they are charged to your Account(s).
We will review periodically the rates and bases of our fees and charges. If we propose to make any changes to the Fee Schedule, we will inform you at least 30 days prior to any change becoming effective.If you do not agree to any change, you may terminate the Agreement in accordance with clause 38.1.
If you are the client of an Asset Manager, the additional provisions relating to fees and charges set out in Part D will apply to you.
The following additional provisions apply in relation to fees and charges:

PART C – PROVIDING OUR SERVICES

Client Categorisation

You will be notified by us of your client categorisation as either a retail client or a professional client. Professional clients may be either per se professional clients or elective professional clients. When we categorise you as a retail client you will benefit from a higher level of protection under the FCA Rules than professional clients. In order for you to be categorised as a professional client you need to meet certain criteria as set out in the FCA Rules.
When we categorise you as a retail client you may request to be categorised as an elective professional client. Our approval of anyrequest to be treated as an elective professional client will be at ourdiscretion and will be subject to an assessment of yourexpertise,experience and knowledge of investment matters.If you request to be classified as an elective professional client, and we agree, you will lose the benefit of the higher level of protection given to retail clients under the FCA Rules. The protections you will lose will be set out in a separate warning notice we will provide to you.
If you have been categorised as a per se professional client or as an elective professional client and propose to nominate a person as an Authorised Signatory to give instructions in relation to your Account(s), we will assess the expertise, experience and knowledge of investment matters of the proposed Authorised Signatory. If we conclude that the proposed Authorised Signatory does not satisfy the criteria to be categorised as a per se professional client or as an elective professional client, we will re-categorise you as a retail client.

Suitability and Appropriateness

When we execute transactions on your behalf pursuant to our Execution-Only Service, you retain full responsibility for making all investment decisions. We are not required to ensure that any individual transaction is suitable for you at the time of, or following, the transaction and you will not benefit from any protection under the FCA Rules relating to suitability.
When we provide our Execution-Only Service and you have been categorised as a retail client, we will be required to ensure the appropriateness of a transaction for you where the transaction relates to financial instruments which are considered to be complex under the FCA Rules. Where, in such a case, and on the basis of the information we have concerning your knowledge and experience in the investment field, we consider that a proposed transaction may not be appropriate for you, we will provide you with a warning that we consider the proposed transaction may not be appropriate for you. If, despite being given a warning, you instruct us or confirm your instructions for us to go ahead with the transaction, we may decline to effect the transaction for you. We shall not be liable for any loss arising from or as a consequence of our decision not to effect such a transaction.
If you have appointed an Asset Manager to act on your behalf, your Asset Manager will undertake any assessment of suitability or appropriateness of Investments in relation to you that is required in connection with investment services under the FCA Rules. Accordingly, we will not consider suitability or appropriateness in relation to any instruction given by your Asset Manager on your behalf and we will rely on the suitability and/or appropriateness assessment undertaken by your Asset Manager, as we are entitled to do under the FCA Rules.

Instructions

You authorise us to rely and act upon, and treat as fully authorised and binding upon you, any instruction (howsoever given) from you or on your behalf or which purports to have been given by you or on your behalf and which is accepted by us in good faith as having been given by you or on your behalf, without further enquiry on our part as to the genuineness, authority or identity of the person giving or purporting to give such instruction and notwithstanding any communication or notice you may have made or may make to us purporting to limit the persons from whom we may accept instructions. Notwithstanding the foregoing, we may require, and you shall provide, evidence of any authority provided to any person acting, or purporting to act, for you or on your behalf. You will be responsible for and bound by all contracts, obligations, costs and expenses entered into or incurred by us on your behalf in consequence of or in connection with such instructions. If such authority is revoked, altered or suspended you should notify us immediately and you accept that, if you fail to do so, we shall not be liable for any loss that you may incur arising from or as a consequence of such failure.
Without prejudice to clause 12.1, but subject to any specific limitations we may agree with you in writing, we may accept instructions we believe in good faith to be from you, an Authorised Signatory or your Asset Manager, whether such instructions are given in writing (including through the icebrg Platform, by e-mail or other means of electronic communication) or verbally (including by telephone or other forms of voice transmission).
We may at any time request an instruction to be given or confirmed in writing (including through the icebrg Platform) and, at our discretion, accept as valid and effective an instruction or confirmation which is given by you or on your behalf (including by an Authorised Signatory or your Asset Manager) using an electronic instruction, message, signature or other means for providing evidence of your instruction, agreement, assent or authorisation.
All instructions regarding the administration of your Account(s) or concerning your personal details, such as a change of name, address or any other material changes to your Account(s) should be made in writing which may be provided to us by means of electronic communication, including through the icebrg Platform. Our policy is not to accept instructions regarding changes to your personal details or the administration of your Account(s) from third parties other than, where relevant, your Asset Manager.
In the case of an Account held by you in joint names (including where you are acting as trustees), unless you inform us to the contrary in writing, we may assume that instructions given by one of the joint holders or by an Authorised Signatory or your Asset Manager are given on behalf of and with the knowledge of all joint holders of the Account. Any action we take in response to such instructions will be binding on all the joint holders.
Any transaction effected for you and any instruction to effect a transaction given by you, an Authorised Signatory or your Asset Manager shall be subject to all applicable laws and disclosure requirements of any relevant jurisdiction, exchange, market or regulatory authority which apply in respect of us, you or your Investments from time to time. In that respect, you agree to deliver or procure the delivery of any instructions, money, securities, property or documents deliverable by you under a transaction in accordance with that transaction as modified by any instructions given by us for the purpose of effecting the relevant transaction.
We may at our absolute discretion refuse to accept or act in accordance with any instruction without being under any obligation to give any reason.We shall also be entitled without prior notice to you, your Authorised Signatory(s) or your Asset Manager to cancel or reverse an order or transaction already placed on your behalf where we consider that it is necessary, appropriate or prudent to do so in order for us to comply with the FCA Rules or our obligations under Applicable Law. If we refuse an instruction or cancel or reverse an order or transaction, we will notify you or the person who gave the instruction or placed the order or transaction on your behalf of this as soon as reasonably practicable after our decision to refuse such instruction or cancel or reverse such order or transaction subject to any legal or regulatory constraints on disclosure that may apply to us. We shall not be obliged to notify you or the person who gave the instruction or placed the order or transaction of any refusal, cancellation or reversal of an order or transaction where we have reasonable grounds to believe that you or the relevant person is aware of the position. We shall have no liability for any loss arising from or as a consequence of any decision to refuse an instruction or any decision to cancel or reverse an order or transaction in the circumstances described above.
If you are restricted or prohibited from, or require consent from any third party before, dealing in certain Investments, it is essential that you inform us of the position in advance. Unless you, an Authorised Signatory or your Asset Manager inform us to the contrary in writing, we will assume that we may effect transactions on an execution-only basis on your behalf in any Investment or market. We shall have no responsibility for the consequences of any dealing undertaken on your behalf in breach of any restriction or prohibition applicable to you of which we have not had prior notice in writing.

Dealing

We will execute your orders in accordance with our Order Execution Policy (in force from time to time). Our Order Execution Policy is set out in the icebrg Key Facts Document. In providing the Services to you, we may deal with you as principal or as agent.
You expressly consent to us executing orders (including margined transactions) on your behalf outside a regulated market, a multilateral trading facility or an organised trading facility (as defined in the FCA Rules).
Whenever an order is placed with us by you, an Authorised Signatory or your Asset Manager, unless we are given specific instructions to execute the order at a particular execution venue, we shall be entitled at our absolute discretion and without reference to you or the person placing the order on your behalf, to select the venue for executing the order.
We may, in relation to certain Investments or transactions, at our absolute discretion, arrange for execution of an order to be effected through a third party, including an Affiliate. Such third party may not be located in the UK or the EEA and may execute transactions on non-UK or non-EEA trading venues. In such a case, the provision of the third party’s services will be subject to the local laws and regulations applicable to such third party and the relevant trading venue which will take precedence over these Terms in the event of any conflict.
Without prejudice to clause 12.7, we may refuse at our discretion to accept or act on any dealing instruction or to carry out a transaction (or part of a transaction) where your Account does not hold sufficient cash funds, Investments or other permitted collateral to satisfy all obligations (including future or contingent obligations) in relation to the relevant instruction or transaction or to act on such instruction would result in an uncovered position or other unfunded liability or borrowing in relation to your Account.
We do not accept any liability for any delay in completing or the non-completion of any dealing instruction accepted by us where this is caused by circumstances outside our control.

Settlement

All transactions undertaken in relation to your Account(s) will be due for settlement in accordance with market requirements. You undertake to ensure that we receive the relevant money and/or securities when due in respect to any transaction which we settle on your behalf and that all money and securities held by or transferred to us are, and will remain, free from any lien, charge or encumbrance. All payments due to us for the purposes of settlement must be made without set-off, counterclaim or deduction.
Delivery or payment by the other party to any such transaction will be at your risk and our obligation to account to you for any proceeds of sale or any security is conditional on receipt by us of the relevant proceeds of sale or relevant documents of transfer as applicable.
We may operate a settlement system under which your Account(s) is/are debited with the purchase cost or credited with the proceeds of sale on the usual settlement days for the relevant market, conditional upon settlement ultimately being effected on that market. If settlement is effected other than at these times your portfolio may benefit or may lose out.
Unless we agree otherwise:

Payment Obligations

Without prejudice to the provisions of clause 14 (Settlement), you agree to pay any amounts due to us by you, in such currencies as we may determine, as they become due regardless of any rights of equity, counterclaim or set-off which you may have against us and free and clear of, and without withholding or deduction for, any taxes of whatsoever nature, unless the same is required by Applicable Law binding on you. You will pay such additional amounts so that the net amounts received by us (after taking account of such withholding or deduction) are equal to such amounts as would have been received by us had no such taxes been required to be withheld or deducted by you.
Where, to the best of our knowledge and belief, we consider that we are required by Applicable Law to withhold or deduct any amount for or on account of tax (including under section 1471 to 1474 of the United States Internal Revenue Code of 1986 as amended (FATCA) and under intergovernmental agreements entered into with the United States relating to FATCA or with respect to gross amounts which are netted against other payments between us), then (a) we shall be entitled to withhold or deduct and pay to the relevant tax or revenue authority such amount, (b) we shall not be required to indemnify you or gross up such payments and (c) in the event that we are not able to or do not withhold or deduct any such amount from the relevant payment to you, you shall pay us on demand an amount equal to such tax.
If on any date amounts are payable in the same currency both by us to you and by you to us, we may aggregate the amounts so payable on such date and only the difference between the aggregate amounts will be paid by the party owing the larger amount.
You authorise us without prior notice to you or your Asset Manager to debit any of your Accounts or any account held for you with a third party with any sum or sums in any currency or to sell any Investments held for any of your Accounts or any account with a third party in order to pay any amounts due to us pursuant to these Terms. For these purposes, we may make transfers between your Accounts or between portfolios held for your Accounts.
If you fail to pay any amount when due and payable to us, we reserve the right to charge you interest on any such amount until the date payment is received by us at the effective cost to us of borrowing the due amount in the relevant money markets as determined in our absolute discretion. Interest will accrue on a daily basis and will be due and payable as a separate debt.
If we receive or recover any amount in respect of an obligation of yours in a currency other than that in which such amount was payable to us, whether pursuant to a judgment of any court or otherwise, you shall indemnify us and hold us harmless from and against any cost (including costs of conversion) or loss suffered by us as a result of receiving such amount in a currency other than the currency in which it was due.
The introduction of and/or substitution of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under any provision of these Terms or any transaction hereunder, nor give a party the right unilaterally to alter of terminate these Terms or any transaction hereunder.

Reporting and Confirmations

icebrg does not send reports or statement to clients in paper form and by applying to open an Account with icebrg you are deemed to have elected for the provision of such reports and statements electronically through the icebrg Platform. This applies to occasional transaction reporting, such as transaction confirmations, periodic statements in relation to discretionary investment management mandates and periodic statements of client money and investments held by icebrg. All such reports and statements will be provided electronically to you and/or to your Asset Manager through the icebrg Platfrom or by other electronic means. Copies of such reports and statements may be downloaded or printed from the icebrg Platfrom.
We will provide promptly a transaction notice through the icebrg Platform with essential information in respect of every transaction in Investments we execute on your behalf on an execution-only basis. We will also provide a transaction confirmation by no later than the first Business Day following execution. Transaction notices and confirmations may be provided through the icebrg Platform or other means of electronic communication. We shall be entitled to assume that a transaction confirmation is correct and approved by you if you, an Authorised Signatory or your Asset Manager do not notify us of any inaccuracy in the confirmation within 48 hours of its availability on the icebrg Platform.
If we hold any Client Money and/or Custody Assets on your behalf, a statement detailing the Client Money and/or Custody Assets we are holding for you will be available through the icebrg Platform on a daily basis. An administrative fee, and any costs incurred, may be charged for providing written statements on request.
We shall be entitled to assume that a statement is correct and approved by you if you, an Authorised Signatory or your Asset Manager (if any) do not notify us of any inaccuracy in the statement within ninety (90) days of the date of the statement. Where we are notified of an inaccuracy within the ninety (90) day period, we will use reasonable efforts to resolve such inaccuracy.

Electronic Signatures

If you acknowledge your agreement, approval, consent or confirmation to any matter when using the icebrg Platform by providing your electronic signature or other electronic means of indicating your agreement, approval, consent or confirmation, such as an “I Agree” or “Confirm” tab or button, you agree that you are signing or giving your agreement, approval, consent or confirmation to the relevant matter electronically. You agree that your electronic signature or other electronic means of indicating your agreement is the legal equivalent of your manual signature for the purposes of acknowledging your agreement, approval, consent or confirmation and that by providing your electronic signature or other electronic means of indicating your agreement you consent to be legally bound in relation to the relevant matter.

Investment Research

We may from time to time provide research notes or other information (such as news, prices, commentaries and opinions) to clients but are under no obligation to do so. We may also, at our discretion, provide research notes or other information received by us from third parties. We may provide such research and other information to you unless you have instructed us in writing that you do not wish to receive such materials.
Any research or other information so provided (whether in writing or otherwise) is provided to clients for information only and does not amount to advice or constitute a recommendation or an offer or solicitation to buy, sell or otherwise deal in any particular investment. We are not under any obligation to take account of any such research or other information when providing our services to you. Please note that before publishing or providing you with any research or other information, we may have provided it to other clients or acted upon or used it for our own purposes.
The content of any research or other information provided pursuant to clause 18.1 will be based on information that we believe to be reliable, but no representation is given as to its completeness, accuracy or timeliness and we do not accept liability for any losses, damages, costs or expenses whatsoever which may arise directly or indirectly from your use or reliance upon such research or other information.
If, pursuant to any regulatory obligation, you are required or otherwise wish to pay for research services, we may at your request enter into a separate agreement relating to the terms on which we will provide such services, including the charges payable by you.

Marketing, Calls and Telephone Conversations

You agree that we may send you marketing information from time to time. Where you have provided us with your email address, we may provide marketing information to you by email. If you do not wish to receive marketing information, please notify us in writing.
We will abide by the FCA Rules regarding communications with you. We may contact you on any telephone number provided by you to us, including unlisted numbers. We will not visit you unless previously agreed by you or on your behalf.
In order to comply with internal compliance policies, we may (subject to Applicable Law) in our absolute discretion record telephone conversations with you or your Asset Manager and will normally record telephone, mobile phone or other electronic communications-based conversations and communications between you or your Asset Manager and our employees.All instructions received by telephone shall be binding as if received in writing.

Conflicts of Interest

In accordance with FCA Rules and our own conflicts of interest policy, we have in place arrangements to identify and manage conflicts of interest that arise between us or our employees and our clients, between different areas of our business or between different clients. Where we consider that the arrangements under our conflicts of interest policy are insufficient to manage a particular conflict so as to ensure, with reasonable confidence, that the risk of damage to your interests will be prevented, we will inform you or your Asset Manager of the general nature and/or source of the conflict of interest so that you can decide how to proceed before we undertake any business for you.
Summary information on our conflicts of interest policy is included in the icebrg Key Facts Document.
Where permitted by the FCA Rules we may pay or provide to, or accept or receive from, third parties fees, commissions or non-monetary benefits in connection with the provision of our Services. When required to do so by the FCA Rules, we will disclose to you prior to the provision of the relevant Service, the existence, nature and amount of the payment or benefit or, where the amount cannot be ascertained, the method of calculating that amount.

Complaints and Compensation

If you have appointed an Asset Manager and you have a complaint in relation to the services provided by us to you, the procedure which will apply for dealing with your complaint is set out in clause 21.4. In other cases where you have a complaint about our services, you should raise it with our Compliance Officer by addressing your complaint by post to [ ] at [ ] marked “For the Attention of the Compliance Officer” or send an email to: [ ].
We will endeavour to deal with your complaint as quickly as possible and, in any event, within eight weeks after receipt of the complaint. If we are not able to resolve your complaint within eight weeks of receipt or if for any reason you are not satisfied with how we deal with or resolve your compliant you may be eligible to refer the matter to the Financial Ombudsman Service (FOS).More information on the FOS can be found on its website at www.financial-ombudsman.org.uk.
Business conducted by us under these Terms which is subject to regulation by the FCA is covered by the Financial Services Compensation Scheme (the FSCS) if you are an "eligible claimant". The maximum sum currently payable under the FSCS is £50,000 for a claim relating to Investments and £85,000 in relation to deposits. Further information on the scheme can be obtained from us on request or from the FCA or the FSCS at www.fscs.org.uk.
If you have appointed an Asset Manager and you have a complaint in relation to the services provided by us to you, please submit your complaint to your Asset Manager setting out details of your complaint. Your Asset Manager will then carry out an initial investigation of your complaint in accordance with its complaints procedure. icebrg will not consider any complaint until your Asset Manager has completed its initial investigation.
If your Asset Manager considers that your complaint relates (in whole or in part) to a Service provided by icebrg and is not able to resolve the complaint to your satisfaction, your Asset Manager will notify icebrg of your complaint. In such a case, we will treat your complaint as having been received by us and will deal with the complaint in accordance with the icebrg complaints procedure. For these purposes, we may liaise with you directly or through your Asset Manager.

PART D – PROVISIONS APPLICABLE TO THE APPOINTMENT OF ASSET MANAGERS

Appointment of an Asset Manager

If you have appointed an asset manager, investment manager or investment adviser with whom icebrg has entered into an agreement for the provision of our Execution-Only Service and Custody Service to you (an Asset Manager) then the terms and conditions of this Part, together with the other provisions of the Terms, will apply to the Services provided by us to you.
Your Asset Manager will provide you with certain investment services as agreed with you. In order to ensure the provision of its services to you, your Asset Manager has entered into an agreement with icebrg under which we have agreed, subject to our usual know your client due diligence procedures, to open one or more Accounts for you on the icebrg Platform and provide our Execution-Only and Custody Services to you. As part of the Account Opening Process you have confirmed that you have granted authority to your Asset Manager to give instructions to us in connection with your Account(s) and to effect orders and transactions in Investments on your behalf. You agree that any information that we are required to provide to you under the FCA Rules may, instead, be provided to your Asset Manager.
In the agreement between icebrg and your Asset Manager, we have agreed that your Asset Manager will undertake any assessment of suitability or appropriateness of Investments in relation to you that is required in connection with investment services under the FCA Rules. Accordingly, we will not consider suitability or appropriateness in relation to any instruction given by your Asset Manager on your behalf of for your Account(s) and we will rely on the suitability and/or appropriateness assessment undertaken by your Asset Manager, as we are entitled to do under the FCA Rules.
Where your Asset Manager has agreed an execution-only mandate with you, we will accept instructions to deal on an execution-only basis in relation to your Account(s) from you, an Authorised Signatory on your behalf or your Asset Manager. In the case of other types of mandate agreed with your Asset Manager, for example, an investment advisory or investment management mandate, all instructions relating to your Account(s) should be given to us by your Asset Manager, although you may give us instructions in relation to compliance and operational matters. Therefore, in the case of mandates other than execution-only, you should communicate with your Asset Manager in relation to your Account(s).

Asset Manager Fee Arrangements

As part of the Account Opening Process your Asset Manager shall prepare and complete a Fee Schedule on the icebrg Platform which will set out the fees payable by you in respect of the Services provided by icebrg and the fees payable by you to your Asset Manager for the services provided by your Asset Manager. If we propose to make any changes to our fees and charges included in the Fee Schedule in relation to our Services, we will inform your Asset Manager at least 30 days prior to any change becoming effective. If you do not agree to any change, you or your Asset Manager on your behalf may terminate the Agreement in accordance with clause 38.1 of these Terms.
You agree that we may transfer from your Account(s):

You agree that we may rely on the information provided by your Asset Manager pursuant toclause 23.1 without enquiry and without any obligation to check or verify that such information is accurate or properly reflects the fee arrangements agreed between you and your Asset Manager.
In the event of the termination of your appointment of your Asset Manager, fees and charges due to us in relation to the continued provision of our Services, shall become payable by you directly to us and, unless otherwise agreed, shall be determined by reference to the standard fee tariff applicable to clients of icebrg for such Services.

Scope of Asset Manager’s Instructions

All transactions executed by us on your behalf on the instructions of your Asset Manager, shall be carried out on an execution-only basis. In effecting such transactions, we will not provide advice to you or your Asset Manager.
We may impose limits and restrictions and other terms and conditions at our absolute discretion on your Asset Manager’s ability to give us instructions to deal or place orders on your behalf. Such limits, restrictions, terms and conditions (which we may amend at any time) may include, without limitation:

We may at our discretion decline to accept any instruction or order from your Asset Manager outside the limits, restrictions, terms and conditions set by us. In any event, we may refuse to act on the instructions of your Asset Manager as provided in clauses 12 and 13 of these Terms. Where we are permitted to do so, we will inform your Asset Manager promptly of the reason why we have not accepted any instruction or order.
You agree that we may act on the instructions or orders in relation to your Account(s) we receive from your Asset Manager without reference to you.You agree, acknowledge and confirm that all transactions executed, or other actions taken, by us in accordance with instructions or orders received from your Asset Manager in relation to your Account(s) shall be considered as being entered into and authorised by you and, accordingly, to be binding on you.
Your Asset Manager is not permitted to give us instructions in relation to payments into and withdrawals from your Account(s). We will act only on your instructions in relation to such payments. At our discretion, we may try to contact you to reconfirm your payment instructions.
You shall be responsible for the consequences of granting authorisation to your Asset Manager to give us instructions in relation to your Account(s) and in relation to orders and transactions to be effected on your behalf.
You must notify us promptly if the appointment of your Asset Manager is terminated or if you revoke the authority granted to your Asset Manager to give us instructions in relation to your Account(s). You agree that we may act on, and you will be bound by, any instructions we receive from your Asset Manager before we are informed of such termination or revocation.
If the appointment or your Asset Manager is terminated for any reason, these Terms will apply to any continuing services we provide to you. In such a case, we will accept instructions from you directly in relation to your Account(s) in accordance with these Terms.

Product Disclosure Documents

Unless we agree otherwise in any particular case, we will not accept instructions from your Asset Manager to buy on your behalf units in a UCITS scheme or a packaged retail and insurance-based investment product (as defined in the FCA Rules), unless your Asset Manager confirms to us that it has provided the relevant key information document to you in good time.
Where we are required to provide you with any product disclosure document, such as a key features document, you agree that we may provide this documentation to your Asset Manager on your behalf.

Provision of Personal Data to your Asset Manager

You agree that we may provide to your Asset Manager such of your personal data as we hold as may be necessary for the purposes of the provision to you of investment services by your Asset Manager.
Please note that your Asset Manager may engage certain third parties, for example, software providers to assist them in providing their services to you. We may be requested to enter into an agreement with such a third party directly or your Asset Manager may enter into an agreement with such third party. In either case, we may be asked to share your personal data with such third party as necessary in order for the relevant services to be provided to you. If we comply with such a request, your personal data may be stored on servers that are not under our control or the control of your Asset Manager and your personal data may be transferred out of the European Economic Area.
We will not be liable for any loss, damage or expense incurred by you, directly or indirectly, as a result of us providing your personal data in accordance with this clause.

PART E – CUSTODY ARRANGEMENTS

Holding of Custody Assets

Custody Assets will be held by us or will be deposited into an account or accounts opened with one or more sub-custodians selected and appointed by us in accordance with the Custody Rules.
Where we deposit Custody Assets held by us with one or more sub-custodians selected and appointed by us, it will not be practicable for us to effect registration or recording of legal title of Custody Assets ourselves. Such registration or recording of legal title will be effected by the relevant sub-custodian(s) in its own name or the name of one or more nominee companies or other third parties selected by it.
Custody Assets held for your Account(s) and deposited with one or more sub-custodians as described above will be held or recorded separately (and, therefore, shall be identifiable separately) from any investments or other assets belonging to us or belonging to the relevant sub-custodian.
Where Custody Assets are registered or recorded in the name of a sub-custodian, nominee company or other third party they may be held in an omnibus account or otherwise pooled with the assets of one or more of our other clients or the clients of the relevant sub-custodian, nominee company or third party. In such cases, your individual entitlements may not be separately identifiable by separate certificates, physical documents or electronic entries in the register. In the event of an irreconcilable shortfall following any default or failure by the relevant sub-custodian, nominee company or third party responsible for the omnibus account or pooled investments, you may not receive your full entitlement and may share in that shortfall pro rata to your share of the assets in the omnibus account or pool.
We are required to exercise all due, skill, care and diligence in the selection, appointment and periodic review of any sub-custodian(s) selected and appointed by us and of the arrangements for the holding and safekeeping of Custody Assets. However, subject to clause 27.9, we shall not be liable for the default or insolvency or the acts or omissions of any third party custodian, nominee, sub-custodian or other entity which holds Custody Assets on your behalf.
In certain circumstances, Custody Assets may be held by a sub-custodian or third party who is outside the UK or the EEA.In such cases, the legal and regulatory regime which applies to that sub-custodian or third party may be different from that in the UK or EEA.We will take steps to ensure that Custody Assets deposited with such a sub-custodian or third party are identifiable separately from our own assets and from the sub-custodian’s or third party’s own assets. However, you should recognise that, in the event that the sub-custodian or third party enters administration, liquidation of similar proceedings, you may not benefit from the protections which would usually be available if the sub-custodian or third party were located in the UK or EEA. In particular, if the sub-custodian or third party does not have enough assets to cover all the claims against it, we may not be able to recover all of the Custody Assets held by it on behalf of our clients, including you.
We will not deposit Custody Assets with a third party in a jurisdiction outside the UK or EEA which does not regulate the holding and safekeeping of safe custody assets for the account of another person unless (a) the nature of the Custody Assets or of the investment services connected with those Custody Assets requires them to be deposited with a third party in that jurisdiction or (b) the relevant Custody Assets are held on behalf of a professional client and the client requests us in writing to deposit the Custody Assets with a third party in that jurisdiction.
Subject to clause 27.2, we will effect appropriate registration or recording of legal title to Custody Assets in (i) your own name; (ii) the name of a nominee company controlled by us or an Affiliate; (iii) the name of a nominee company controlled by a recognised investment exchange (as defined in the FCA Rules); (iv) the name of a nominee company controlled by a sub-custodian selected and appointed by us; or (v) the name of a third party (in the limited circumstances permitted by the Custody Rules).
We accept the same level of responsibility to you for any nominee company controlled by us or any nominee company controlled by an Affiliate with respect to the requirements of the Custody Rules as is applicable to us.
Registration or recording of Custody Assets in the name of a third party as contemplated by clause 27.8(v) above may occur where Custody Assets are subject to the law or market practice of a jurisdiction outside the UK and we have taken reasonable steps to determine that it is in your best interests to register or record the relevant Custody Assets in that way, or that it is not feasible to do otherwise, because of the nature of the relevant local law or market practice. As a consequence, this may mean that it is not possible for the Custody Assets registered or recorded in the name of the relevant third party to be separately identifiable from other assets belonging to us or to such third party. In the event that such third party enters into administration, liquidation or similar proceedings, we will only have an unsecured claim against such third party on your and our other clients’ behalf. You should recognise that, if such third party does not have enough assets to cover all claims against it, we may not be able to recover all of the Custody Assets held by it on behalf of our clients, including you.
Where Custody Assets are held in an omnibus account or on a pooled basis, amounts, rights or other benefits may arise in respect of the Custody Assets which would not otherwise have arisen if your Custody Assets had been registered in your own name. Where practicable, such amounts, rights or other benefits will be allocated to an account in our name and we may use them at our discretion in such fair and equitable manner as we consider appropriate (which may, without limitation, include the off-setting of such amounts, rights or other benefits against costs or expenses attributable to the relevant Custody Assets). Conversely, holding Custody Assets in an omnibus account or on a pooled basis may give rise to an allocation which results in your individual allocation being smaller than would be the case if your Custody Assets were registered in your own name (such as an issue of shares favourable to small investors).
We will seek to ensure the recovery of any dividends, interest, payments or analogous sums to which you may be entitled in relation to your Custody Assets and of which we are notified, but we shall not be responsible for claiming any entitlement or benefit you may have under any applicable double tax treaty or similar arrangement. Unless you instruct us to the contrary in writing we will pay such sums received into your Account(s).
You agree that we may disapply the Client Money Rules and the Custody Rules in respect of delivery versus payment transactions though a commercial settlement system subject to our complying with the relevant requirements of the FCA Rules.
Where Custody Assets are held through a Securities System, you agree that you will not assert any claim in respect of such Custody Assets which would be contrary to, nor knowingly act in any way which could result in us being in breach of, any rule or procedure of that Securities System. Custody Assets so held shall not be subject to any right, charge, security interest, lien or other claim of any kind in favour of such Securities System except those arising under the operating terms of the relevant Securities System as permitted by the FCA Rules. We will have no liability whatsoever for the selection or monitoring of, or the acts or omissions of, any Securities Systems through which Custody Assets may be held.

Corporate Actions

Where we hold Investments on your behalf pursuant to our Custody Service, we will use our reasonable endeavours to seek your instructions or the instructions of your Asset Manager (if any) or, at our discretion, the instructions of an Authorised Signatory for any actions to be taken by the holder of such Investments such as the taking up of rights issues, the exercise of conversion or subscription rights and the acceptance or approval of take-over or other offers or capital changes. We reserve the right to make a charge for any corporate actions exercised on your behalf.
Subject to clause 28.3, if we are unable to contact you or your Asset Manager or an Authorised Signatory with authority to give us instructions, we will take such steps in relation to such rights or other matters referred to in clause 28.1 as we consider to be reasonable and practicable in the circumstances and in your best interests.
Clause 28.2 does not apply to the exercise of voting rights and we will not exercise any voting rights on shares or shares underlying financial instruments held as custodian except pursuant to your written instructions or the written instructions of your Asset Manager or an Authorised Signatory on your behalf.

Security Interest and Lien

Under clause 32.4 you agree that all Client Money andCustody Assets held by us or a third party custodian, nominee, sub-custodian or other entity which holds money or assets on your behalf or with or through whom transactions on your behalf are conducted shall be held subject to a continuing security in our favour and in favour of the relevant third party custodian, nominee, sub-custodian or other entity, insofar as there remains any amounts due or liabilities (whether actual or contingent) outstanding from you to us or to the relevant third party custodian, nominee, sub-custodian or other entity as the case may be.

Foreign Currency Risks

You will bear the risks associated with investing in Investments denominated in a currency other than that of your home jurisdiction and/or your accounting currency including the risk that rules or procedures imposed by exchange controls, asset freezes or other laws or regulations will prohibit or impose burdens or costs on the transfer of money or Investments to or by you or for your Account(s) or on the conversion of money from one currency into another currency. We will not be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected by any such rule, procedure, law or regulation nor shall we have any liability to you for any Losses resulting from any of the foregoing risks.

Unclaimed Custody Assets

In certain circumstances, and subject to the Custody Rules, you agree that we may cease to treat Custody Assets held on your behalf (when those Custody Assets remain unclaimed) as Custody Assets and donate the unclaimed Safe Custody Assets or the proceeds thereof following liquidation to a registered charity of our choice. We may only do this if:

If you contact us after we have donated your unclaimed Custody Assets and wish to claim the Custody Assets, we will pay to you a sum equal to the value of your Custody Assets at the time they were liquidated or donated.

PART F – OTHER CONTRACTUAL TERMS

Your Obligations and Responsibilities

You agree that you will be legally bound by the Agreement from the date that we approve the opening of your Account. From that date and on a continuing basis, you undertake that:

You undertake toensure that any changes to the information provided by you or on your behalf as part of our Account Opening Process or your circumstances (including financial circumstances, investment objectives or attitude to risk) will be promptly notified to us.
You agree that any money, Investments or other assets transferred to, or held by, us or a Third Party Custodian or any nominee or sub-custodian for your Account(s) are and shall remain free and clear of any lien, charge or encumbrance whatsoever (unless expressly agreed by us to the contrary).
Without prejudice and in addition to any general lien, right of set-off or power of sale or other similar right which we may be entitled to exercise whether by law or otherwise over any of the money, Investments or other assets held for the account of your Account(s), you agree that all money, Investments and other property of any nature held by us or a Third Party Custodian, nominee, sub-custodian or other entity which holds money or Investments on your behalf or with or through whom transactions on your behalf are conducted shall be held (whether before or after termination of the Agreement) subject to a continuing security in our favour and in favour of the relevant Third Party Custodian, nominee, sub-custodian or other entity, insofar as there remains any outstanding amounts due or liabilities (whether actual or contingent) outstanding from you to us or to the relevant Third Party Custodian, nominee, sub-custodian or other entity as the case may be.
You undertake that where instructions are provided to us by you or on your behalf pursuant to these Terms or in relation to the on-going performance of the Service(s) selected by you:

(save in respect of trustees or persons appointed under a power or attorney) such instructions will be given on the basis that you are acting as principal and not as trustee or agent; and
the giving of such instructions will comply with Applicable Law and these Terms.

You further undertake that where you are acting as a trustee, attorney or in any other fiduciary capacity:

the relevant trust or other document under which you enter into the Agreement expressly permits the appointment of a provider of one or both of the Services;
your agreement to the investment objectives and restrictions provided during the Account Opening Process are within your powers, authority and capacity as trustee, attorney or fiduciary under the relevant trust, appointment or other fiduciary arrangement; and
you have full power, authority and capacity to deal with the money and Investments held for the account of your Account(s) as if you were the beneficial owner thereof and we are entitled to treat your instructions as made on that basis.

If you are a person established as a legal entity or structure (for example, as a company, partnership, charity or trust), we will be unable to execute a transaction on your behalf unless you have obtained and provided to us a valid legal entity identifier (LEI). An LEI is a code unique to each legal entity or structure and will be used in the global data system to enable the relevant legal entity or structure to be identified when it is a party to a transaction in any jurisdiction. An LEI can be obtained from bodies accredited by the Global Legal Entity Identifier Foundation, such British LEI. icebrg does not allocate or renew LEIs.
Neither the relationship between you and us nor the Services to be provided by us will give rise to any fiduciary or equitable duty which would oblige either us or our Affiliates to accept responsibilities more extensive than those set out in these Terms or which would prevent either us or our Affiliates from:

acting as principal or as agent for anyperson or entity in respect of any investments and/or traded products or securities sold or purchased;
advising on, managing, underwriting, arranging or otherwise participating in any issue or proposed issue, underwriting or placement of securities or any other capital markets transaction for any person or entity; or
advising on, arranging or managing investments and/or traded products or securities for any person or entity.

Obligations Relating to Tax

You have sole responsibility for complying with any Applicable Law in the management of your tax affairs. You confirm that you have been and are compliant with all tax declaration and reporting obligations relating to the cash and other assets held in your Account(s) and any income or gains they produce.
In providing our Services to you we may take your tax position into account. However, we do not provide services relating to tax matters and do not advise on taxation laws, regulations or practices and will not advise you on your personal tax position. You are strongly encouraged to understand the tax consequences of using our Service(s) and take appropriate professional advice. We will have no responsibility for any adverse tax liability arising from your use of our Services.
We may pay out of your Account(s) on your behalf all taxes (including any applicable value added tax), levies and other assessments imposed on or arising under Applicable Law in relation to the cash and assets held in your Account(s) and may withhold from payments out of your Account(s) all taxes, levies and other assessments required by Applicable Law to be so withheld. You agree to co-operate with us in connection with the payment of any such taxes, levies and other assessments.
You specifically authorise us to reserve from any delivery or transfer of cash or assets held in your Account(s) such sums as we acting reasonably may deem advisable for the payment of any taxes, levies or other assessments which in our reasonable opinion may be imposed or be demandable against any such cash or assets and/or against you in respect of cash or assets.
Tax regulations require us to collect information about each investor's tax residency. In certain circumstances (including if we do not receive a valid self-certification from you), we may be obliged to share information about your Account(s) with relevant tax authorities, including pursuant to the implementation of the OECD’s Standard for Automatic Exchange of Financial Information in Tax Matters, and such information may be transferred to the government of another country in accordance with agreements made with the UK. If you have any questions about your tax position, please contact your tax adviser. Should any of the information you have provided to us relating to your tax residency or status change in the future, please ensure you advise us of the changes promptly.

Our Standard of Care

We will perform our Services and comply with our obligations under these Terms and Applicable Law to the level of skill and care as would reasonably be expected of a professional provider of such Services.
We shall not be liable for:

Subject to clause 34.4, if you have been categorised as a professional client, you (or, where applicable, any principal or principals on whose behalf you are acting) shall indemnify us and each of our Affiliates and each of our and their respective directors, officers, employees, agents or delegates against any Losses which may be suffered or incurred by us and/or any of them directly or indirectly in connection with or as a result of any service performed or action permitted under the Agreement or the occurrence of any of the events in clause 37.1 unless caused by the gross negligence, wilful default or fraud of the person claiming indemnity under this clause 34.3.
Nothing in these Terms will (a) exclude or restrict any liability for fraud or personal injury or any duty or liability we may have to you under the FCA Rules which may not be excluded or restricted thereunder; or (b) require you, if you have been categorised as a professional client, to indemnify or compensate us to the extent prohibited by the FCA Rules.
Subject to clause 27.5, we shall have no responsibility to you to undertake any investment management, advisory or monitoring activity whatsoever with respect to the cash or assets held in your Account(s) and we will have no responsibility for acting in any supervisory or monitoring capacity with respect to any Asset Manager appointed by you in relation to your Account(s) or in relation to your own trading activities or investment decisions.

Data Protection

We will obtain personal data about you during the Account Opening Process and may subsequently obtain personal data about you either from you directly or from third parties such as your Asset Manager or your Authorised Signatory(s). We will only obtain, use and store your personal data in accordance with Applicable Law and in particular Data Protection Legislation.Our Privacy Policy which is available on our website at [www. ]) explains why we collect your personal data, how we will use it, the circumstances in which we may transfer it outside of the UK and the EEA and how we will keep it safe.
We will also obtain personal data about persons authorised to give instructions in relation to your Account(s), such as your Authorised Signatory(s), and will treat that data on the same basis as set out in clause 35.1.

Confidential Information

We and you will at all times keep confidential and shall not disclose to a third party any information of a confidential nature or otherwise acquired in connection with the Agreement or the Service(s), except for information which either of us is bound to disclose under compulsion of Applicable Law (including pursuant to the implementation of the OECD’s Standard for Automatic Exchange of Financial Information in Tax Matters) or upon the request of regulatory agencies or to our respective professional advisers or in any case where disclosure to a third party, such as a delegate, intermediary, Securities System or clearing house, is necessary or desirable in order to facilitate the proper provision of the Service(s) to you.
Unless you give us written instructions to the contrary we may reveal any confidential information or personal information we hold about you and your Account(s) to:
- any person acting or appointed as your agent or on your behalf, including your Asset Manager; and
- our Affiliates, successors or any person we transfer our business to, so that they may offer their products and services to you and release the information to any authority they may be regulated by.

We will not be obliged to disclose to you or to take into consideration when providing our Services to you any information:

the disclosure of which would or might be a breach of duty or confidence to any other person; or
which comes to the notice of one of our employees, officers or agents but properly does not come to the actual notice of an individual with responsibility for your Account(s).

As part of our Account Opening Process we may carry out checks in relation to you or persons authorised to give instructions in relation to your Account(s) using the services of third party agencies. We will retain the results of any such checks as confidential information subject to the provisions of this clause 36.

Termination upon your Default and Power of Sale

On the occurrence of the following events (each an Event of Default) we shall be entitled, without prior notice to you or your Asset Manager, to take any or all of the actions listed in clause 37.2:
- if (i) you fail to make any payment due to us or to deliver any securities due to us (or agents used by us); or (ii) you fail to perform any other obligation owed to us; or (iii) any representation or warranty you make to us is false or misleading; or (iv) we for any reason whatsoever reasonably deem it necessary or desirable for our protection; or
- we have reasonable grounds for believing that to continue to provide our Services to you could result in a breach of Applicable Law; or
- you become unable to pay your debts as they fall due or become insolvent or bankrupt or become the subject of any insolvency, bankruptcy or administration proceedings under any Applicable Law; or
- a winding-up resolution is passed or a winding-up, administration or bankruptcy order is made in respect of you or a similar petition is filed by or against you or if notice is given of a general meeting of your creditors or any similar event or a receiver, liquidator, administrator or similar official is appointed in respect of you or any of your property under any Applicable Law.

On the occurrence of an Event of Default we shall be entitled, without prior notice to you or your Asset Manager, to take any or all of the following actions:

terminate the Agreement and treat any or all outstanding transactions between you and us as having been cancelled or terminated subject to any accrued rights, existing commitments or any contractual provision intended to survive termination;
sell or charge in any way any or all assets or other property which we are holding or control or are entitled to receive on your behalf and to apply the proceeds in or towards satisfaction of any obligation or liability you may have to us (including any contingent or prospective liability) or to any third party custodian, nominee, sub-custodian or other entity which holds assets or other property on your behalf or with or through whom transactions on your behalf have been conducted;
buy any asset or other property and deliver such asset or other property to any broker, counterparty, clearing or settlement agency or system or other person, or otherwise take any action we see fit in order to close-out any positions or transactions you may hold with or have effected through us, in whole or in part, or in order to close-out any commitments made or terminate transactions on your behalf;
set-off any obligation we owe to you, and/or to apply any money we hold for your Account(s), against any obligation or liability you may have to us (including any contingent or prospective liability);
close out, replace or reverse any transaction or position and convert any currency at such prices, rates and times as we conclusively determine to be appropriate in order to meet obligations incurred by you or on your behalf or on behalf of your Account(s) and/or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate, acting at all times in good faith, to cover, reduce or eliminate our loss or liability under or in respect of any contracts, positions or commitments.

The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to the exercise by us of our rights or our power of sale.

Termination on Notice

Without prejudice to anything contained in clause 37, you or your Asset Manager on your behalf may terminate the Agreement at any time, without penalty, by sending us written notice which shall take effect ten (10) Business Days after receipt by us. We may terminate the Agreement, without penalty, by sending you or your Asset Manager on your behalf written notice which shall specify the date on which such termination shall take effect.We will normally give at least ten (10) Business Days' notice of our decision to terminate the Agreement. Such decision shall become effective and the Agreement shall be terminated at the end of the notice period.
Termination of the Agreement pursuant to clause 38.1 shall be without prejudice to:
- the completion of any transaction(s) already initiated and to any transaction(s) outstanding at the time of termination being settled and delivery made;
- your obligation to pay (i) our outstanding fees and charges; (ii) any expenses incurred by us in the provision of the Services to you or under these Terms; (iii) any additional expenses incurred by us as a consequence of termination; and (iv) any Losses necessarily realised in settling or concluding outstanding commitments, transactions or positions; and
- any accrued rights, existing commitments or any contractual provision intended to survive termination.

Following termination, we will provide reasonable assistance to you if you wish to transfer money or other assets held on your behalf to third parties. In the absence of instructions in writing from you or your Asset Manager within 30 days of termination, we will be entitled to arrange for all money and other assets held on your behalf to be transferred or delivered to you or may liquidate all your non-cash assets and deliver or transfer the proceeds plus any remaining credit balances by cheque to your last known address or by electronic transfer to the last known bank account of which we hold details in our records in relation to you.
Following termination, we will cease to provide any of the Services to you, subject to clauses 39.2 and 39.3. We shall have no liability for any Losses that may arise in relation to your Account(s) from the date of termination to the date that the money and other assets held on your behalf have been transferred to you or to third parties identified by you.

Consequences of your Incapacity

In the event of your legal incapacity, unless you have granted a power of attorney under which we can continue to act, your Account(s) will be suspended upon our receipt of written notice of your incapacity although we may close any open position which carries a future contingent liability. Your Account(s) will continue to incur usual charges until it/they are closed.
We reserve the right to require proof or further details of your legal incapacity.
We will have no liability for any Losses that may arise in relation to your Account(s) (including Losses arising as a result of suspending activities or ceasing to provide our Services in respect of the Account(s)) between the date on which we receive notice of your incapacity and the date upon which we are able to close your Account(s).

Consequences of your Death

We will require official evidence of registration of death, such as a certified copy of the death certificate, as soon as possible. Upon receipt of such documentation your Account(s) will be suspended although we may close any open position which carries a future contingent liability. Your Account(s) will continue to incur usual charges until it/they are closed.
No instructions over your Account(s) will be accepted until the title of your personal representatives to control the Account(s) has been established to our satisfaction, at which point your personal representatives may instruct us to sell, transfer or otherwise dispose of the money and/or other assets held in the Account(s).
On the death of one of the holders of an Account held in joint names, the Agreement will remain in force and the surviving holder(s) of the Account will continue as the only person(s) with entitlement to the Account.
We will have no liability for any Losses that may arise in relation to your Account(s) (including Losses arising as a result of suspending activities or ceasing to provide our Services in respect of the Account(s)) between the date on which we receive notice of your death and the date upon which the title of your personal representatives to control your Account(s) has been established to our satisfaction.

Our Right to Seek Legal Advice

If at any time we shall be in any doubt as to any action we should or should not take in relation to you, your Account(s) your money or other assets, we may, upon prior notice to you, obtain such legal advice as we consider to be reasonable in the circumstances at your cost, but shall not be required to act upon it. We shall not be liable for any action taken consistent with such legal advice.

Approval of Publications

If you or any person connected with you propose to issue or publish any statement, notice, circular or advertisement which includes our name or any reference to us (other than a statement which is strictly restricted to identifying us as the provider of the Services to you), you must first submit such statement, notice, circular or advertisement to us for our prior consent. You undertake that no such statement, notice, circular or advertisement will be issued or published unless our prior consent has been obtained in connection therewith.

Notices and Other Communications

All correspondence, notices, reports, statements of account and other communications (Communications) to be provided by us may be provided to you or your Asset Manager through the icebrg Platfrom or by whatever other reasonable means, including electronic communication, we determine unless the method of delivery or service is otherwise specified by Applicable Law.
You specifically agree to receive and to be provided with any or all Communications relating to your Account(s) and your relationship with us electronically through the icebrg Platform or by such other form of electronic communications we determine.
Any notice to be given by you to us under these Terms shall, if sent by letter, be sent to [ ] at [ ] (marked “For the attention of [ ]”) or to such other address as shall from time to time have been notified to you in writing or, if sent by means of electronic communication, shall be sent by e-mail to the e-mail address provided by us to you for such purposes.
A written notice given by you or us under these Terms shall be deemed to have been received by the other:
- if delivered by hand on a Business Day, on the day of delivery and, if delivered by hand on a day other than a Business Day, on the first Business Day after the day of delivery;
- if sent by first class post or airmail, on the second Business Day after the day of posting if the address is in the same country as that of the sender and, if to a different country, on the fourth Business Day;
- if sent by means of electronic communication before 1700 hours (London time) on a Business Day, on the day of transmission and, if sent by means of electronic communication on a day other than a Business Day or after 1700 hours (London time) on a Business Day, on the first Business Day after transmission.

Assignment

Subject to clauses 44.2 and 45, neither we nor you may novate or assign any of our or your respective rights and/or obligations under the Agreement, or arising as a consequence of the provision of our Service(s) to you, without the prior written consent of the other.
You agree that in the event that we consolidate, amalgamate, reorganise or transfer our business with or to another entity (including with or to an Affiliate), we may assign and/or transfer any of our rights and obligations under the Agreement to such entity and we may transfer client money and other assets held for you (if any) to such entity. We shall give you notice which will specify a date upon which the assignment and/or transfer will become effective. This date will be at least twenty (20) Business Days after the date of the notice. Unless you give us notice of termination pursuant to clause 38.1, such assignment will have the effect of creating a novated agreement between you and the entity to which such rights or obligations are assigned and/or transferred.
Any client money transferred in the circumstances described in clause 44.2 will cease to be held by us in accordance with the Client Money Rules and the provisions of clause 8.8 will apply.
To the extent required by or consequential to any such assignment or transfer you agree to enter into further documentation and/or particular terms as we or any assignee or transferee may reasonably require solely in order to make or facilitate the action envisaged in clause 44.2 and to enter into such new arrangement with you concerning the continued provision of services comparable to the Service(s) provided to you under the Agreement.

Delegation

We may delegate any of our functions and responsibilities under the Agreement to one or more third parties selected by us (who may be connected third parties or unconnected third parties) and may provide information about you and your Account(s) to any such delegate. Our liability to you under the Agreement for all matters so delegated will not be affected by such delegation.
We may, where we consider it to be reasonable or desirable, appoint or instruct agents or other third parties to perform administrative or ancillary (including dealing) services for the purposes of the provision of our Services to you. We will act in good faith and with due diligence in the selection, use and monitoring of any such agent or third party.

Amendment

We may amend these Terms where we have a valid reason for doing so. Valid reasons are likely to include:
- changes in market practice relating to the dealing, management, execution, safekeeping and custody of investments;
- changes in the way we provide our Services through our Affiliates or through third parties;
- changes in technology and the way in which instructions, including electronic communications are given and received; and
- changes in Applicable Law.

We will notify you of any amendments to the Agreement, including these Terms, our Order Execution Policy and execution arrangements by posting updated versions of the applicable documents on the icebrg Platform. Where we propose to make a material change we will give you or your Asset Manager prior written notice which may be given through the icebrg Platfrom. Any such material change will become effective on a date to be specified in the notice which will be at least 30 days after the notice is sent to you or your Asset Manager provided that a material change may become effective on an earlier date as specified in the notice where it is impractical to give longer notice or the change is required by Applicable Law.

Severability of Terms and Waivers

No failure to exercise or delay in exercising any right or remedy under the Agreement shall constitute a waiver thereof and no single or partial exercise of any right or remedy under the Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in the Agreement are cumulative and not exclusive of any rights and remedies provided by Applicable Law.
If the whole or any part of any provision in the Agreement shall be held by a court of competent jurisdiction to be illegal or unenforceable to any extent under any enactment or rule of law that provision or the relevant part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected thereby.

Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes other prior or contemporaneous written or oral understandings with regard to the subject matter thereof.
Any modification of the Agreement and any waiver of any part of the Agreement must be in writing and executed by the parties to the Agreement unless expressly stated otherwise in the Agreement.

Third Party Rights

No person who is not a party to the Agreement (other than persons having the benefit of the indemnity in clause 34.3) may enforce any of the provisions or rely on any exclusion or limitation of liability contained herein whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Governing Law

The Agreement and any dispute or claim arising out of or in connection with the Agreement or the subject matter or formation of the Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and you hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Where you do not have a permanent place of business in England, you agree that, at our request, you will appoint and keep appointed an agent in England for the service of process and to notify us of the identity of such agent.

SCHEDULE– Definitions

Account(s)	means, unless otherwise provided in these Terms, the account or accounts Icebrg opens for you on the icebrg Platform in relation to one or more of the Services.
Account Opening Application	means the icebrg account opening application you are required to complete and submit to icebrg in the Account Opening Process for the purposes of applying to open an Account with icebrg in relation to one or more of the Services.
Account Opening Process	means the client on-boarding process carried on through the icebrg Platform pursuant to which you apply to open an Account with icebrg in relation to one or more of the Services.
Authorised Signatory	means a person authorised by you to give instructions on your behalf in relation to your Account(s) either individually or jointly with you or with another Authorised Signatory.
Affiliates	means any affiliated company (as defined in the FCA Rules) of Icebrg.
Agreement	means the agreement between you and us governing the provision of the relevant Service(s) by us to you and comprising a completed Account Opening Application, a signed client agreement, the Terms and the Fee Schedule.
Applicable Law	means any applicable law, ordinance, regulation, rule (including the FCA Rules), code, order, published practice, judgement or decision of any government, governmental body, agency, department or regulatory, self-regulatory or other authority having competent jurisdiction.
Asset Manager	means the asset manager, investment manager or investment adviser, if any, appointed by you and with whom icebrg has entered into an asset manager agreement for the provision of our Execution-Only Service and Custody Service to you through the icebrg Platform.
Asset Manager Terms	means the terms and conditions set out in Schedule 2.
Business Day	means a day on which banks are open for business in the City of London except Saturday or Sunday.
Client Money	means money of any currency that we receive or hold for you, in accordance with any applicable Client Money Rules.
Client Money Rules	means the client money rules and guidance contained in the FCA's Client Assets Sourcebook.
Contingent Liability Investment	means a contingent liability investment as defined in the FCA Rules.
Custody Assets	means the financial instruments we receive or hold for you for the purposes of our Custody Service.
Custody Rules	means the client asset rules and guidance contained in the FCA’s Client Assets Sourcebook.
Custody Service	means the Service described in clause 4.6.
Data Protection Legislation	means the Data Protection Act 2018 (as amended).
EEA	means the European Economic Area
Execution-Only Service	means the Service described in clause 4.2.
FCA	means the Financial Conduct Authority or such other organisation(s) that succeeds or replaces it.
FCA Rules	means the Handbook and Guidance issued by the FCA.
Fee Schedule	means the schedule of fees and charges provided to you in the course of the Account Opening Process, as amended from time to time.
icebrg Key Facts Document	means the document titled “icebrg Key Facts Document” provided to you during the Account Opening Process.
icebrg Platform	means the on-line fintech client services platform called the “icebrg Platform” owned and operated by icebrg Limited
Investment(s)	means the financial instruments listed in clause 5.
Order Execution Policy	means our Execution and Allocation Policy, as amended from time to time, which is available on our website: [ ].
Securities System	means an authorised domestic or foreign securities depositary, securities settlement system or central counterparty and includes a trans-national book-based securities system.
Services	means the Execution-Only Service and the Custody Service.
you	means you and your principal(s) and, where the context admits, shall be deemed to include your Authorised Signatory, and “your” shall be construed accordingly.