Terms of Service

INVESTA MARKETS LTD - CLIENT AGREEMENT

This agreement governs the relationship between you and Investa Markets Ltd. (“Investa”). Investa agrees to provide services to you under the terms of this agreement and by using Investa’s services you agree to accept the terms of this agreement.

‍

1. Investa's Service

1.1 Investa’s service under this Agreement is provided to you through the Investa application (the “Investa App”).  The purpose of the Investa App is to receive and transmit your orders in financial instruments (namely shares, ETFs and options) to Interactive Brokers (U.K.) Limited (“IBKR”) for them to execute for you, along with providing you with information in relation to your IBKR account. Through IBKR, Investa enables you to buy and sell a range of financial instruments on an execution-only basis, without providing investment advice.

‍

1.2 The Investa App is not an exchange and only directs you on to IBKR’s service. Investa is not recommending IBKR’s service and it is your responsibility to assess its features. There may be other providers available with different features, terms and pricing structures.

‍

1.3 Investa makes no warranties or representations regarding IBKR’s service and bears no responsibility for any failure by IBKR in delivering their service to you.

‍

1.4 In order to access IBKR’s service, IBKR will require you to enter into a separate contractual agreement that governs your relationship with them. It is important that you read and understand this agreement.

‍

1.5 For the avoidance of any doubt Investa is not acting as an agent for IBKR, rather Investa is acting on your behalf. Investa will not hold your money or your assets. These are held by IBKR in accordance with the separate customer agreement you enter into with them. Investa is not responsible for executing your orders nor for holding your money or assets; these responsibilities lie with IBKR.

‍

2. Delivery of Monthly Statements

2.1 By agreeing to this Terms of Service, you expressly consent to receive your monthly account statements in electronic PDF format by email. Such statements may contain personal and financial information. You acknowledge and accept that email transmission may not be fully secure and that, by consenting to this method of delivery, you (a) accept any associated risks, and (b) agree, to the extent permitted by law, that Investa and IBKR shall not be liable for any damages or losses arising from the email transmission of your account statements. Receipt of statements by email constitutes fulfilment of any obligation to provide you with monthly account statements, and you agree that this method of delivery is appropriate for your use. You can change the way you receive your account statements on the IBKR Client Portal.

‍

3. No Advice and Monitoring

3.1 Investa does not provide investment advice and assumes no responsibility for your trading decisions including your decision to open an account with IBKR. It is for you to determine what financial instruments you wish to trade. Any information displayed on the Investa App about any instruments should not be interpreted as advice and the decision to submit an order should be made solely by you.

‍

3.2 It is your sole responsibility to monitor the value of your positions. You should ensure that you can access the Investa App on an ongoing basis in order to do this.

‍

4. Retail Client Status

4.1 Our service is only available to UK persons who have been onboarded as a client by IBKR.  If you are not located in the UK or are not a client of IBKR, you cannot use the Investa App.

‍

4.2 We shall treat you as a retail client for the purposes of the Financial Conduct Authority’s (‘FCA’) rules. You have a right to request a different client categorisation. However, if you do so and we agree to such categorisation you will lose protections afforded by certain FCA rules including: (a) the requirement for us to act in your best interests; (b) our obligation to provide appropriate information to you before providing the services; and (c) our obligation to ensure that all information we provide to you is clear, fair and not misleading.

‍

5. Appropriateness

5.1 IBKR is responsible for the opening, approval, ongoing monitoring, and supervision of your account. As part of this, IBKR conducts an appropriateness assessment based on the information you provide, in accordance with the FCA's rules.

‍

5.2 Investa does not carry out a separate or duplicative appropriateness assessment. However, we do monitor the effectiveness of IBKR’s assessment procedures to ensure they remain compliant with applicable regulatory standards.

‍

5.3 If you disagree with IBKR’s assessment that you have appropriate knowledge and experience to trade the investment products offered, or if there are any changes to the information which you have provided to IBKR in this regard, you should contact our support team immediately.

‍

6. Key Risks

6.1 The key risk of using our service is that, by making investment decisions, you could lose all of the value of your investments. Therefore, you should not instruct us to transmit orders of funds that you cannot afford to lose.

‍

6.2 It is important that you understand fully the risks associated with deciding to trade in light of your experience, resources and attitude to risk. If you are in any doubt about any investment, you should seek advice from a firm which is appropriately regulated by the FCA.

‍

Liquidity Risk

6.3 Should you wish to sell your instruments, a corresponding buyer for those instruments must be found. Certain instruments may be very liquid but other instruments may be less liquid and there is no guarantee that there will be a buyer for your instruments. In some circumstances, such as in periods of market volatility, or where trading in a particular instrument has been suspended or restricted, it may not be possible to find a buyer for your instruments. This means you may not be able to liquidate your positions.

‍

Currency Risk

6.4 Instruments for which you send orders may be denominated in currencies other than your base currency (e.g. USD). The currency of execution for an order is determined by the currency in which the instrument is traded. Where your instrument is denominated in currencies other than your base currency, you maybe subject to foreign exchange rate fluctuations, which may impact profits and losses associated with trading in or holding such instruments.  To execute an order for an instrument denominated in a currency that is not your base currency, you may need to convert the currency to the relevant currency and therefore foreign exchange fees may apply.

‍

Volatility Risk

6.5 We cannot control, nor guarantee the prices for the instruments that you may buy or sell through the Investa App. The market price of instruments is influenced by a variety of factors and the prices can change both rapidly and unexpectedly. This also means that the value of those instruments and your related profits and losses can also change rapidly and unexpectedly.

‍

6.6 Prices of instruments can be subjected, but not limited to “gapping” and “slippage”. Gapping refers to a situation where the price of a financial instrument exhibits a significant difference between its closing price and the subsequent opening price. Slippage refers to a situation where there is a disparity between the expected executed price of an instrument and the actual executed price.

‍

Insolvency Risk

6.7 Where your instrument is a share in a company, it is important you understand that the company's insolvency may drastically reduce the value of its shares, posing a potential risk of losing your entire investment.  In the event of insolvency, typically ordinary shareholders rank lowest in the order of priority. Shareholders face an increased risk that they will not receive any proceeds from the company for their shares as the company may have exhausted the value of its available assets in paying other creditors, before the time comes to pay its shareholders.

‍

6.8 Should IBKR be subject to an insolvency event, or any other brokers involved in executing your order, this may result in a forced liquidation of your positions without your consent. Under such circumstances, we will provide you with additional information about the treatment of your current positions as and when we receive the information.

‍

Tax Risk

6.9 When trading in instruments, various tax regimes may apply depending on your personal tax status and other rules and regulations may be in force from time to time. It is your sole responsibility to determine the relevant tax implications from your trading activity and should you have any questions or are in any doubt, you should seek appropriate professional advice.

‍

No Guarantee of Rights

6.10 Whilst some instruments, such as shares, can often have rights to dividends and in certain instances, the right to vote on certain matters at general meetings of the issuing company, you should not assume that you will have the ability to exercise these rights. Any payment of dividends by a company is not guaranteed.

‍

Legal and Regulatory Changes

6.11 Prices of instruments may rise or fall with changes to the current legislation and regulations, which may impact your profits or losses. The impact from such changes can be unexpected and material. Certain companies, markets and jurisdictions may be impacted more than others.

‍

Technical Risks

We will try to make the Investa App available to you without interruption, but we cannot make any guarantee that the Investa App will always be available to you. Under these circumstances, you may not be able to monitor your positions or submit orders through the Investa App.

‍

Past performance is no guide to future performance. The value of each of your investments may go up and down and in some cases, you may lose your entire initial investment.

‍

7. Keeping your Investa App Account Safe

7.1 It is your responsibility to take all steps to keep your Investa App account safe.  You must keep your security details including your username and password a secret. You must not give any third-party access to your Investa App account and if you do so, you do so at your own risk.  We will not be responsible for the actions of any third party.

‍

7.2 If you think someone else knows your Investa App account details you must contact us immediately.

‍

7.3 We may block your access to your Investa App account if we think that someone else has or may be able to have access to it.  This in turn may result in you suffering loss as a consequence of you being unable to submit trading orders to us.

‍

8. Fees and Costs and Our Relationship with IBKR

8.1 We will not charge you a fee for using the Investa App or our service.

‍

8.2 You will remain liable for all fees and charges applied by IBKR in accordance with their terms of their customer agreement with you. This will include a charge of 0.99% of the value of the Foreign Exchange conversion that takes place when converting your base currency into the currency of the asset being traded and vice versa.

‍

8.3 We will receive a fee from IBKR for providing our service to you, as it enhances the quality of the service you receive in relation to your transactions with IBKR. This fee will be 0.99% of the value of the Foreign Exchange conversion that takes place when converting your base currency into the currency of the asset being traded and vice versa.

‍

9. Our liability

9.1 Save as required under law or the FCA’s Rules we shall not be liable to you for any partial or non-performance of our obligations under this Agreement by any reason beyond our reasonable control including without limitation any failure of transmission or electronic communication or computer facilities; act of God; industrial action; act of terrorism; pandemic; failure by IBKR; or failure of any relevant broker, market or exchange.

‍

10. Market Data

10.1 It is acknowledged that all market data ("Data") and related information provided by the Investa App and its affiliates is supplied on an "as is" and "as available" basis without warranties of any kind, express or implied, including but not limited to accuracy, completeness, timeliness, fitness for a particular purpose, or non-infringement. Investa, its affiliates, and any data suppliers shall not be liable for any errors, omissions, delays, or inaccuracies in the Data, nor for any direct, indirect, incidental, consequential, or punitive damages arising from its use. It is also acknowledged that the Data is not intended to provide investment, financial, tax, or legal advice and agrees to exercise independent judgement in its use.

‍

10.2 Providers of market data:

Market Data made available through the Investa App is supplied by the following third-party providers. By accessing or using suchMarket Data, you acknowledge and agree that your use is subject to the applicable terms and conditions of the relevant provider.
‍

‍Quote Media
Financial market data is provided by QuoteMedia, Inc. All rights reserved. Access to and the use of this data is subject to QuoteMedia’s Terms of Use, which are available at: http://www.quotemedia.com/termsofuse.php.You are not required to take any action to accept these terms. However, by electing to open or maintain your account with us and to receive financial market data, you acknowledge and agree that your use of such data is subject to, and governed by, the QuoteMedia Terms of Use.
‍

Massive
Equities and options pricing data is provided by Massive. All rights reserved. Access to and use of this data is subject to Massive’s Terms of Use available at: https://massive.com/legal/terms. You are not required to take any specific action to accept these terms. However, by electing to open or maintain your account with us and to receive equities and options pricing data, you acknowledge and agree that your use of such data is subject to, and governed by, the Massive Terms of Use.

Options Price Reporting Authority (OPRA)
Live options market data is provided by OPRA. All rights reserved. Access to and use of this data is subject to OPRA’s Terms of Use, as set out in Addendum 1 of these Terms. You are not required to take any specific action to accept these terms. However, by electing to open or maintain your account with us and to receive live options market data, you acknowledge and agree that your use of such data is subject to, and governed by, these terms.

‍

11. Your Information

11.1 We will treat all information we hold about you as private and confidential, but you agree that we may:

‍

(a) disclose any information to administer and operate your account with us and in particular to disclose any information to IBKR; and

(b) disclose any information as required by law or regulation or in accordance with any obligation under the FCA’s rules.

‍

11.2 Your data will be held by Investa in accordance with Investa’s Privacy Policy which is available here: Investa Privacy Policy.

‍

12. Investa and IBKR’s Regulatory Status

12.1 Investa is an appointed representative of Richdale Brokers & Financial Services Ltd which is authorised and regulated by the Financial Conduct Authority (FRN: 1008437).

‍

12.2 Should you have any complaint about Investa’s performance under this agreement please contact our Compliance Department: compliance@investa.co.uk who will consider your complaint and will revert promptly and will send you information regarding our complaints process including how you may be eligible to refer your complaint to the Financial Ombudsman Service.  Please contact us if you would like further details regarding our complaints procedure.

‍

12.3 In the event of Investa's insolvency the Financial Services Compensation Scheme is available to certain types of claimants and claims. Payments under the Scheme in relation to investments are subject to a maximum payment to an eligible investor of £85,000.  Further details of the scheme are available on request or at the Scheme's website – www.fscs.org.uk.

‍

12.4 Please note that IBKR is authorised and regulated by the FCA.  IBKR’s relationship with you is governed separately by their terms of business with you.  Should you have any query or complaint in relation to the service which they provide to you please contact them directly or let us know if we can be of assistance in finding the appropriate support for you.

‍

13. Applicable Law

13.1 This agreement is subject to English law.

‍

‍

‍

‍

ADDENDUM 1

ATTACHMENT B-1 

OPTIONS PRICE REPORTING AUTHORITY 

ELECTRONIC FORM OF SUBSCRIBER AGREEMENT 

‍

Important notice: this subscriber agreement (this “agreement”) is an agreement between you and Investa Markets Ltd for you to receive  information published by the options price reporting authority, llc (“OPRA”). Please read this agreement carefully. After you have read  this agreement, please indicate your agreement to be bound by its terms and conditions by ticking  to agree to the terms of service below and  clicking the “next” button below (for new accounts), or by continuing to maintain your account and receive the information (for existing accounts). If you do not agree to these terms and conditions, you will be  unable to receive the information.
‍

By completing and submitting this Agreement, you are applying to receive from Investa Markets Ltd, 120 Holborn, London, EC1N 2TD (“Vendor”) a market data service (the  “Service”) providing access to current options last sale and quotation information and related  information (“OPRA Data”) published by OPRA pursuant to a Plan declared effective by the  Securities and Exchange Commission. The parties to this Plan (each, an “OPRA Participant”)  are those national securities exchanges that are from time to time approved by the Securities and  Exchange Commission for the trading of securities options. In reviewing and approving this  Agreement, Vendor is authorized to act on behalf of OPRA. The person who acts from time to  time as data processor on behalf of OPRA is referred to herein as “OPRA’s Processor.” 
‍

By completing and   submitting this Agreement and clicking on the “I agree” button at the end of this Agreement, or by continuing to maintain your account with us, you are consenting to enter into this Agreement in electronic form. You have the right to withdraw your consent by terminating this Agreement and your receipt of the OPRA Data. Your right to terminate this Agreement and your receipt of the OPRA Data, and the procedure you must follow to do so, are described in paragraph 6 below. If any information  needed to contact you electronically changes, the procedure for notifying Vendor is described in paragraph 11 below. If you wish to have a copy of this Agreement in paper form and you are unable to print a copy on your own computer system, Vendor will provide you with a paper copy at no charge upon its receipt of your   request transmitted as described in paragraph 11. You may  access a copy of this Agreement electronically at no charge, if your access to OPRA Data is from a device capable of receiving text, by https://www.investa.co.uk/terms-of-service.
‍

This Agreement includes an “Addendum for Nonprofessionals.” The term  “Nonprofessional” is defined in the Addendum. The purpose of the Addendum is to determine whether you are a Nonprofessional under this definition. If you are a Nonprofessional under this  definition, OPRA’s charges to Vendor for your use of the OPRA Data are subject to a cap, and  you may be entitled to pay lower fees to Vendor. You do not need to complete the Addendum,  but if you do not do so, or if you cannot agree with all of the statements in the Addendum, OPRA  will not consider you to be a Nonprofessional. 

‍

You hereby represent and agree as follows:

1. You shall receive the Service and the OPRA Data included therein solely for your  own business or personal use, and you shall not retransmit or otherwise furnish  the OPRA Data to any person, other than your own employees on devices that are subject to the control of Vendor. If you are a Nonprofessional and have  completed the Addendum for Nonprofessionals, you are only permitted under this  Agreement to use the OPRA Data for the investment activities described in the  Addendum for Nonprofessionals.
    
2. You acknowledge that OPRA Data is and shall remain the property of the OPRA  Participant on which a reported transaction took place or a reported quotation was  entered.
   
   
3. DISCLAIMER OF LIABILITY - neither vendor, OPRA, OPRA’s  processor nor any OPRA participant guarantees the  timeliness, sequence, accuracy or completeness of any of  the OPRA data supplied to you hereunder and neither  vendor, OPRA, OPRA’s processor nor any OPRA’s participant  shall be liable in any way, to you or to any other person,  for any loss, damages, cost or expense which may arise  from any failure of performance by vendor, OPRA, OPRA’s processor or any OPRA’s participant, or from any delays, inaccuracies, errors in or omissions of, any of the OPRA data or in the transmission or delivery thereof, whether  or not due to any negligent act or omission on the part  of vendor, OPRA, opra’s processor or any OPRA participant. In no event shall the vendor, OPRA, OPRA’S processor or any  participant be liable for any incidental, special, indirect  or consequential damages, including but not limited to  lost profits, trading losses, or damages resulting from inconvenience or loss of use of the service.
   
   
4. The terms of this Agreement may be modified at any time upon notice to you. If  you do not assent to this Agreement as modified at or prior to the time you next  attempt to access the Service, this Agreement shall automatically be terminated.  This Agreement as modified shall apply to your use of the Service from and after  the date of the modification.
    
5. Your receipt of the OPRA Data hereunder may be terminated at any time by you  or by Vendor upon 30 days notice from the terminating party to the other party,  and may be terminated immediately upon a determination by Vendor or OPRA  that you are not in compliance with this Agreement.
   
   
6. Nothing herein shall be deemed to prevent or restrict OPRA, OPRA’s Processor  or any OPRA Participant from discontinuing to furnish OPRA Data for  dissemination or from making such changes in the speed of transmission, the  characteristics of the electrical signals representing the OPRA Data or the manner  of disseminating the same, as OPRA shall from time to time determine to be  appropriate, with or without notice to you. You shall not hold OPRA, OPRA’s  Processor, or any OPRA Participant liable for any resulting liability, loss or  damage that may arise therefrom.
    
7. You agree to notify Vendor promptly of any changes in the information provided  herein and to furnish Vendor any additional information requested by it in  connection with your receipt of the OPRA Data.
   
   
8. The parties acknowledge and agree that this Agreement is for the express benefit  of OPRA, OPRA’s Processor and each OPRA Participant.
   
   
9. The provisions of Sections 3, 4 and 9 will survive any termination of this  Agreement and will remain in full force and effect.
   
   
10. All notices under this Agreement may be provided either in writing or  electronically. All written notices to Vendor shall be sent to the Vendor’s street  address set forth above and all such notices to you shall be sent to the street  address that you provide in paragraph 1. All electronic notices to Vendor shall be  sent to Vendor’s email address set forth above and all such notices to you shall be  provided to you where you access the OPRA Data electronically.
    ‍

If you agree to the terms and conditions set forth above, please tick to agree to the Terms of Service below and  click on the “next” button below (if presented), or continue to maintain your active account. By clicking on the “next” button below or continuing to maintain your account, you agree that:

1. you have read and you understand all of the terms and conditions set forth above;  and
   
   
2. you intend to form a legally binding and valid contract under which you will be  bound by all of the terms and conditions set forth above. 

‍

ADDENDUM FOR NONPROFESSIONALS 

(To be completed by Nonprofessional Subscribers only) 

The purpose of this Addendum is to determine whether you are a “Nonprofessional” for OPRA’s  purposes. OPRA defines a “Nonprofessional” as a legal person for whom the statements set out  in Section 1 of this Addendum are true. 

1. You represent and agree that the following statements are and will continue to be  true for so long as you receive OPRA Data as a Nonprofessional:
   
   
   1. You  are either a “natural person” (an individual human being) or a  “qualifying  trust.”* You are not a  corporation, partnership, limited liability company, or other form of  entity  (including any form of trust  that does not qualify as a qualifying trust). If you agree, click on “Next” (or continue to  maintain your account):
      
      
   2. If you are a natural person, you shall use the OPRA Data solely in connection  with your personal investment activities and the personal investment activities of your immediate  family members** and qualifying trusts of which you are the trustee or custodian. If you are a  qualifying trust, you shall use the OPRA Data solely in connection with your personal  investment activities. In any case, you shall not use the OPRA Data in connection with any  trade, business, professional or other commercial activities. If you agree, click on “Next” (or continue to maintain your account):
       
   3. You are not a “Professional.” For a natural person who works in the United  States, a “Professional” is a natural person who is: (i) registered or qualified with the Securities  and Exchange Commission, the Commodities Futures Trading Commission, any state securities  agency, any securities exchange/association, or any commodities/futures contract  market/association, (ii) engaged as an “investment adviser,” as that term is defined in the  Investment Advisers Act of 1940 (whether or not registered or qualified under that Act); or (iii)  employed by a bank or other organization exempt from registration under Federal and/or state  securities laws to perform functions that would require you to be so registered or qualified if you  were to perform such functions for an organization not so exempt. For a natural person who  works outside of the United States, a “Professional” is a natural person who performs the same  functions as someone who would be considered a “Professional” in the United States. If you  agree that you are not a “Professional”, click on “Next” (or continue to maintain your account):
      
      
2. You agree to notify Vendor promptly if your circumstances change such that any  of the statements in Section 1 of this Addendum would no longer be true for you. 
   ‍

*The term “qualifying trust” means (a) any irrevocable or revocable trust (1) which has only one trustee, who is a  natural person and is not receiving any compensation for acting as trustee and (2) of which the only current  beneficiaries are any one or more of the trustee and the immediate family members of the trustee, and (b) any  custodial account established under a Uniform Transfers to Minors Act or similar state statute (1) which has only  one custodian, who is a natural person and is not receiving any compensation for acting as custodian, and (2) of  which the beneficiary is a lineal descendant (a child, grandchild, etc.) of the custodian. A “current beneficiary” is a  beneficiary to whom the current income or principal of the trust may or must then be distributed, ignoring the  possible exercise of any then unexercised power of appointment. The term “immediate family members” is defined  in the footnote to paragraph 1(b) of this Addendum. 

**The term “immediate family members” means, with reference to a particular natural person, the spouse of that  person, that person’s lineal ancestors (that is, parents, grandparents, etc.) and lineal descendants (that is, children,  grandchildren, etc.), and the spouses (including surviving spouses) of that person’s lineal ancestors and lineal  descendants. The term includes step and adoptive relationships. 12/2014