INVESTA MARKETS LTD - CLIENT AGREEMENT

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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.

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1. Investa's Service
   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.
   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.
   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.
   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.
   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. No Advice and No Monitoring
   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.
   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.
3. Retail Client Status
   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.
   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.
4. Appropriateness
   1. IBKR has agreed with Investa that we may rely on their assessment of your appropriateness for their services, in accordance with the FCA’s rules.
   2. 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.
5. Key Risks
   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.
   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.
   3. Liquidity Risk: 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.
   4. Currency Risk: 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.
   5. Volatility Risk: 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. 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.
   7. Insolvency Risk: 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.
   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.
   9. Tax Risk: 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.
   10. No Guarantee of Rights: 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.
   11. Legal and Regulatory Changes: 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.
   12. 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.
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       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.
6. Keeping your Investa App Account Safe
   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.
   2. If you think someone else knows your Investa App account details you must contact us immediately.
   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.
7. Fees and Costs and Our Relationship with IBKR
   1. We will not charge you a fee for using the Investa App or our service.
   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.
   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.
8. Our liability
   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.
9. Market Data
   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.
   2. Providers of market data: Data provided by QuoteMedia and GFIS.
      
      Quote Media
      Financial Market Data powered by Quotemedia.com. All rights reserved. View the Terms of Use (http://www.quotemedia.com/termsofuse.php). Data delayed 15 minutes unless indicated.
      
      GFIS
      You will enter into a separate customer agreement with GFIS, which governs your relationship with them.
10. Your Information
    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.
    2. Your data will be held by Investa in accordance with Investa’s Privacy Policy which is available here: Investa Privacy Policy.
11. Investa and IBKR’s Regulatory Status
    1. Investa is an appointed representative of Richdale Brokers & Financial ServicesLtd which is authorised and regulated by the Financial Conduct Authority (“FCA”).
    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.
    3. We are a member of the Financial Services Compensation Scheme.  The Scheme is only available to certain types of claimants and claims.  Payments under theScheme 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.
    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.
12. Applicable Law
    1. This agreement is subject to English law.