TD Waterhouse

Customer Terms of Service

Execution Venues

April 2008

PART A - Introduction
1 Introduction
1.1 Please read these Customer Terms of Service (“Terms”) carefully. Once we
have accepted your completed application form, your online application or
your telephone application and this has been confirmed by us, you have a
contract with us and so these Terms will apply to you. In all cases we will
confirm our Agreement with you in writing. If your application has been
made by telephone or online we may confirm in writing after you have
started trading with us.
1.2 These Terms shall apply to all execution only stockbroking services (the
“Stockbroking Services”) and banking services (the “Banking Services”)
(together, the “Services”) which the Broker and the Bank supply to you. The
Terms shall also apply to any ISA Account that you have with us and must
be read together with Appendix B. The Terms shall also apply to any Regular
Investment Account that you have with us and must be read together with
Appendix C. All orders placed and instructions given by you will be governed
by these Terms. All other terms and conditions which you may try to
introduce are excluded.
1.3 In these Terms, reference to:
1.3.1 “Account” means any account held by you in connection with the Services.
1.3.2 “Bank” means TD Waterhouse Bank N.V. who provides the Banking
Services. The Bank is authorised and regulated by the De Nederlandsche
Bank and the FSA when operating by way of a branch established under the
Banking Consolidation Directive 2000/12/EC and its business address is
also Exchange Court, Duncombe Street, Leeds LS1 4AX. The Bank is
incorporated in the Netherlands and registered as a branch in England and
Wales at Companies House under Branch Number BR006780.
1.3.3 “Broker” means TD Waterhouse Investor Services (Europe) Limited who
provides the execution only Stockbroking Services. The Broker is authorised
and regulated by the Financial Services Authority (“FSA”) and is a member
of the London Stock Exchange and the PLUS market. The Broker’s registered
office and business address is Exchange Court, Duncombe Street, Leeds
LS1 4AX and its company registration number is 2101863.
1.3.4 “Business Day” means any day, other than a Saturday or a Sunday or a
Bank Holiday, on which banks are open for business in London.
1.3.5 “Complex Products” means certain derivative products including, without
limitation, warrants, securitised derivatives e.g. covered warrants, financial
spread bets and contracts for difference.
1.3.6 “Cash Management Services Account or CMS Account” means an Account
which will allow you to operate the management of cash held with us both
in relation to the Stockbroking Services and otherwise.We may provide you
with a cheque book which can be used in relation to available credit
balances in your CMS Account and is offered subject to your circumstances.
1.3.7 “Execution Venue(s)” means a Regulated Market, a Multilateral Trading
Facility, a firm that executes orders off its own book, a market maker, or
other liquidity provider or any entity outside the European Economic Area
which performs a similar function to any of these.
1.3.8 “FSA” means the Financial Services Authority, the regulator for the UK’s
financial services industry, which can be contacted at 25 The North
Colonnade, Canary Wharf, London E14 5HS or through its website:
www.fsa.gov.uk
1.3.9 “FSA Rules” means the rules and guidance issued by the Financial Services
Authority from time to time.
1.3.10 “Limit Order” means an order to buy or sell a financial instrument at its
specified price limit or better and for a specified size.
1.3.11 “Multilateral Trading Facility” means a multilateral system operated by an
investment firm or market operator which brings together multiple third
party buyers and sellers in financial instruments and which is subject to
non-discretionary rules.
1.3.12 “Nominee” means the Broker’s nominee, that is TD Waterhouse Nominees
(Europe) Limited (registered number 979423) whose registered office is at
Exchange Court, Duncombe Street, Leeds LS1 4AX.
1.3.13 “Non-Complex Products” means certain products including, without
limitation, shares traded on a Regulated Market or an equivalent market
outside Europe, bonds and units in regulated collective investment schemes.
1.3.14 “Password” means any Password(s) (which includes your login Password),
username, dealing Password or any other security code issued to you in
connection with the Services, as may be amended from time to time.
1.3.15 “Rate Card” means the details of any interest, costs, fees or other charges,
as varied from time to time, which apply to your Account with us. We will
give you these details when you open your Account with us. You can also
find out about them by ringing 0845 607 6001 or by checking them on our
website at www.tdwaterhouse.co.uk
1.3.16 “Stop Order” means an order to buy or sell a share once the price of that
share reaches a specified price (which is known as the stop price).
1.3.17 “Regulated Market” means a multilateral system operated by a market
operator such as the London Stock Exchange that brings together multiple
third party buying and selling interests in financial instruments where the
instruments traded are admitted to the market according to its rules and
systems.
1.3.18 “TD Group” means any company that is in relation to us, our parent
undertaking, our subsidiary undertaking or a subsidiary undertaking of
such parent undertaking, or any other person controlled by us or under the
same control either directly or indirectly as we are.
1.3.19 “Terms” means these Customer Terms of Service and includes all
Appendices.
1.3.20 “We” or “us” means either or both of the Broker or the Bank as the context
requires. For the avoidance of doubt in Part B, “we” or “us” means the
Broker. In Part C “we” or “us” means the Bank.
2. Your customer categorisation
2.1 For the purposes of your customer categorisation that is required by the FSA
Rules, we will treat you as a retail customer in relation to the Stockbroking
Services. We may also categorise as a retail customer any customer who
would otherwise be an eligible counterparty or professional customer (as
defined in the FSA Rules). If you are such a customer then you may not have
rights under the Financial Ombudsman Service or the Financial Services
Compensation Scheme.
2.2 If you are acting as agent for someone else, we will treat you alone as our
customer for the purposes of the FSA Rules and you will be liable to us in
respect of all transactions conducted by you in such capacity.

PART B - The Stockbroking Services
3. The Stockbroking Services
3.1 We will carry out each transaction with you, as your agent.
3.2 We will provide an execution only dealing service which means that we will
not provide investment advice to you.
3.3 We have set out a general description of the nature and risks associated
with the products we offer in Appendix A of these Terms.
3.4 If, on your own initiative, you have asked us to provide to you execution only dealing services in Non-Complex Products, we are not required to assess the suitability of the instrument or the service provided or offered to you. As a
result, you will not benefit from the protection of the FSA Rules on assessing suitability. Accordingly, when giving orders or instructions to us, you must rely upon your own judgement. You should get independent advice from an
authorised investment advisor if you are in any doubt.
3.5 If we are providing execution only services to you in relation to Complex
Products, we are required to assess whether it is appropriate for you to deal
in a Complex Product by requesting from you certain information relating to
your experience and knowledge of trading such products that will help us
assess whether you understand the risks associated with dealing in them.
3.6 Typically, we will ask you for this information during the account opening
procedure but we may need to ask you for additional information in the
future if you decide to deal in a new product type or sector.
3.7 If you do not provide sufficient information to allow us to carry out the
appropriateness assessment, or do not provide any information at all, we
are unlikely to be able to assess whether you have the necessary knowledge
and experience to understand the risks involved. If you still wish us to
proceed on your behalf, we may do so at our absolute discretion. If we do
so, you should note that we may not be able to determine whether the
dealing in the particular Complex Product is appropriate for you or in your
best interests.
3.8 If, on the basis of the information that you have supplied to us in relation
to your knowledge and experience, we consider dealing in the particular
Complex Product is not appropriate, we will warn you of this. If you still wish
us to proceed on your behalf, we may do so at our absolute discretion. If we
do so, you should note that it may not be appropriate for you and that you
may be exposing yourself to risks that fall outside your knowledge and
experience and/or which you may not have the knowledge or experience
properly to assess and/or control to try to mitigate their consequences
for you.
3.9 Even where we have carried out an appropriateness assessment, you may
in any event wish to get independent advice from an authorised investment
advisor if you have any doubts about dealing in Complex Products.
3.10 We may amend, suspend and/or terminate any or all of the Services and/or
change the hours and time of operation of any of our Services at any
time when it is reasonable to do so. Where reasonably practicable we will
give advance notice of this but this may not always be possible and/or
practical.
3.11 We will use reasonable endeavours to ensure that our website is available
for trading online but we do not warrant that access to our website or
trading online will always be available.
3.12 If you are unable to access our website to trade online, you may telephone
us on 0845 607 6001 to place an order.
3.13 Any of the Services may be provided using the services of third parties,
including our affiliates, who may act as agent for us.
4. Orders
4.1 We will treat each order you place for the Stockbroking Services as an offer
to purchase the Stockbroking Services subject to these Terms. We may, in
our absolute discretion, decline to accept any order or instruction from you
or we may accept your order subject to certain conditions or we may, acting
reasonably, decline to proceed with an order that we have accepted. If we
do this, we will endeavour to inform you, subject to applicable laws.
4.2 When we accept your order, we will use all reasonable endeavours to carry
it out. However, we will not be liable to you for any loss or expense you
suffer if we are unable to carry out an order for whatever reason (other than
our negligence, fraud or wilful default) or where there is a delay or change
in market conditions before the transaction is completed
4.3 Once accepted by us, your order cannot be amended or cancelled by you,
unless, prior to execution of a particular order, you receive confirmation from
us of any amendment or cancellation of your order.
4.4 When you place an order for the Stockbroking Services by telephone, our
representative will repeat your instructions back to you to confirm the Terms
of your order prior to us accepting it. It is your responsibility to check that
the Terms of your order are correct. The Terms of the order accepted by us
will be those repeated back to you subject to any amendments you may
notify to our representative.
4.5 When you place an order via our website, no contract will be created until
you have received a message from us confirming the acceptance of your
order. If you do not receive such confirmation within a reasonable time
of submitting your order you should contact us to check if your order has
been received.
4.6 You acknowledge and accept that:
4.6.1 the market price of any order placed by you in response to, and within the
timescales given for acceptance of, a fixed quotation may, in certain market
conditions, have moved during the time between our sending/giving the
fixed quotation to you and the execution of your order. Such movement may
be in your favour or against you;
4.6.2 if additional reasonable expenses (examples of which include but are not
limited to premiums and discounts) are incurred in carrying out your order
and we are unable to contact you to inform you of these after reasonable
efforts to do so, we may proceed to execute your order and incur those
expenses on your behalf
4.6.3 there may be a delay in the execution of an order because all orders are
executed strictly by reference to time of receipt. In particular, an order
received when the relevant exchange is closed will not be executed until
after it next re-opens. We will present that order for execution when the
exchange next re-opens or, if a large number of orders have been received
while the market is closed, as soon as reasonably practicable after the
exchange next re-opens;
4.6.4 we may aggregate your orders with those of other customers (including
those of connected customers or our associates). On occasion, such
aggregation may result in you obtaining a less favourable price;
4.6.5 in respect of the pricing of units in a collective investment scheme, units are
traded on a forward price basis. This means a price calculated by reference
to the valuation point which occurs after the unit trust manager’s
agreement to sell or redeem the units in question.
4.7 You are not permitted to short sell. Investments held for you in custody will
be used to settle your sale transactions. Otherwise, in respect of all sale
transactions you:
4.7.1 warrant to us that at the time of placing an order to sell, you own the
relevant investments; and
4.7.2 will immediately arrange for delivery to us of the certificates and transfer
forms for such investments at the latest by the contracted settlement date.
4.8 If you have entered into a short sell transaction or fail to deliver to us the
documents of title or transfer in respect of a sale of investments, you
authorise us to purchase the equivalent investments on your behalf and at
your expense.
4.9 Demand for the Stockbroking Services may fluctuate and whilst we will use
all reasonable endeavours to meet increased demand for the Stockbroking
Services, we cannot accept responsibility for any actual or potential financial
loss (including for the avoidance of doubt loss caused by market movements) that may arise if you are unable to contact us to place an order
by any of our current dealing methods except where such inability is caused
by our negligence, fraud or wilful default.
4.10 Trades placed by us on your behalf in North American markets are executed
via a third party and as such are subject to their service levels. As a result,
late reported trades can be booked to your Account at any time prior to the
start of the next North American trading day. It is possible that an order that
has been confirmed as cancelled or expired may be subject to a late
reported fill. If you are in any doubt as to the status of a particular trade
then please contact us.
4.11 We may, at our entire discretion, arrange for a transaction to be effected
with or through a third party. Neither we nor our respective directors,
officers, employees or agents will be liable to you for any act or omission of
any such party.
4.12 Limit Orders and Stop Orders
4.12.1 We will endeavour to execute Limit Orders and Stop Orders as soon as
practicable but market conditions can influence the time it takes to execute
such orders and all orders are executed in due turn. We cannot guarantee
that a Limit Order or a Stop Order will be executed even if the limit or stop
price is reached. We do not accept any liability for any actual or potential
loss incurred if there is a delay in execution.
4.12.2 You may cancel a Limit Order or Stop Order providing that it has not been
executed or is not in the process of being executed. It is your responsibility
to check that your instruction to cancel has been accepted.
4.12.3 If you place a Limit Order or Stop Order in respect of a financial instrument
in respect of which trading is suspended or has a corporate action before
execution or if your Account is suspended we may but are not obliged to
cancel the pending order.
4.12.4 Market conditions may result in the execution of a Stop Order being at a
price above or below the stop price.
4.12.5 If you place a Stop Order that exceeds the normal market size and the price
at which it is to be executed is significantly different from the stop price we
will still proceed to execute the order.
4.12.6 We will publish your Limit Order if it relates to shares admitted to trading
on a Regulated Market and that order cannot be immediately executed
under prevailing market conditions, unless you expressly instruct otherwise.
5. Best execution
5.1 In accordance with the FSA Rules, we have implemented an order execution
policy which sets out the reasonable steps that we will take in order to
obtain the best possible result for our customers (the “Execution Policy”).
Information on our Execution Policy is detailed below.
5.2 You agree that the terms of the Execution Policy will apply where we are
executing orders on your behalf.
5.3 When executing orders on your behalf, we will take all reasonable steps to
obtain the best possible result for you by considering a number of factors
which include price, costs, speed, likelihood of execution and settlement,
size, nature and any other consideration which we consider is relevant.
5.4 We will ordinarily give the price and the costs relating to the execution of
your order the highest importance in obtaining the best result for you,
although there may be circumstances where we reasonably determine that
another factor is more important.
5.5 A list of the Execution Venues that we use can be found on our website at
www.tdwaterhouse.co.uk This list is not exhaustive but it comprises those
Execution Venues on which we place significant reliance.
5.5.1 We reserve the right to use another Execution Venue where we consider
that it is appropriate in the light of our Execution Policy and we may from
time to time add or remove an Execution Venue from this list.
5.5.2 We will regularly assess the Execution Venues available in respect of any
products that we trade to identify those that will enable us, on a consistent
basis, to obtain the best possible result when executing orders. We will
update the list of Execution Venues if this is necessary after such review.
5.5.3 Other than by updating the website, we will not notify you of any changes
to the Execution Venues and you are advised to consult this list from time
to time. Alternatively, you can ask a Customer Service Representative.
5.6 When you provide us with a specific instruction as to the execution of an
order that cannot be carried out in accordance with our Execution Policy,
our Execution Policy may not apply and we will execute your order in
accordance with your specific instructions.
5.7 From time to time, we may execute your order outside a Regulated Market
or a Multilateral Trading Facility. Such transactions may accordingly not be
subject to the same investor protection standards.
5.8 Before we execute your order outside a Regulated Market or a Multilateral
Trading Facility, we are required to obtain your express consent and so we
will always ask you before we execute your orders in this way.
5.9 We may transmit an order that we receive from you to various third parties
for execution. A list of these third parties can be found on our website at
www.tdwaterhouse.co.uk In doing so, we must act in your best interests
and comply with clauses 5.3 and 5.4 in these Terms.
5.10 We will monitor compliance with our Execution Policy.
5.11 We will review the effectiveness of our Execution Policy on at least an
annual basis and whenever a material change occurs that affects our ability
to obtain the best possible result for our customers we will amend this as
appropriate. We will let you know if we make any material changes to the
Execution Policy by publishing details on our website.
5.12 You may request in writing that we demonstrate to you that your orders
have been executed in accordance with our Execution Policy. We will use
reasonable endeavours to deal with such a request within twenty (20)
Business Days. However, if we are unable to satisfy your request within such
a timescale, we will write to you confirming our reason for the delay and
confirm when you can expect to receive a response.
6. Client money and custody
6.1 The following provisions of this clause 6 apply to your money received by us
where you are not receiving Banking Services. It will be deposited by us with
the Bank which for client money purposes is a bank which meets the FSA’s
requirements. As regards that money:
6.1.1 it will be held in an account designed to facilitate efficient settlement of
transactions and earn interest at the same time. We will deal with your
money in accordance with the FSA’s client money rules and guidance, which
require us to hold it in a client bank account, separating your funds from
ours. Such money may be held by the Bank with other clients’ money in a
pooled client account. This means that in the event a default by the Bank
causes any unreconciled shortfall in the money held in the pooled account,
then you may share proportionately in that shortfall;
6.1.2 interest will be payable on such amounts and at such rates as are set out
from time to time on our Rate Card. Interest will be calculated on your credit
balance on a daily basis and will be credited quarterly on or around the 25th
day of March, June, September and December. All such interest will be paid
gross and it is your responsibility to account for any tax payable on such
interest (unless we are required by law to deduct tax);
6.1.3 you agree that we may cease to treat your money as client money and,
accordingly, release it from our client bank accounts if there has been no
movement on your balance for a period of at least six (6) years
(notwithstanding any payments or receipts of charges, interest or similar
items) provided we have taken reasonable steps to trace you and to return
the balance. We undertake to make good any valid claims against any
released balances;
6.1.4 we shall not be obliged to make payment to you by cheque of any amounts
due to you in relation to your investments unless the amount due exceeds
£10.00, except where you are closing an Account.
6.2 As regards your investments:
6.2.1 investments either purchased by us on your behalf or transferred to us will
be held by our Nominee or another custodian on trust for you as beneficial
owner, subject to the terms of this clause 6;
6.2.2 upon request we will, where available, issue a certificate in your name in
respect of any of your investments held by our Nominee or otherwise
purchased by us on your behalf. The charges set out on our Rate Card will
apply to the production of certificates for you. The safekeeping of all
investments held by you in certificated form shall be at your risk;
6.2.3 any investments held on your behalf may be pooled with those investments
of other customers. This means that your entitlement may not be individually
identifiable on the relevant company register, by separate certificates or
electronic records (other than ours, where they will be identifiable) and, in
the event of an unreconciled shortfall caused by the default of a custodian,
you may share proportionately in that shortfall;
6.2.4 you agree that due to the nature of applicable laws or market practices in
certain overseas jurisdictions we may decide that it is in your best interest
for your Nominee investments to be registered or recorded in our name or
in the name of the person who is a custodian for the purposes of the FSA
Rules, or if it is not feasible for us to do otherwise, then:
(a) the Nominee investments may be registered or recorded in the name of
the firm or custodian as the case may be;
(b) the Nominee investments may not be segregated and separately
identifiable from the designated investments of the person in whose
name they are registered; and
(c) as a consequence, in the event of a failure, the Nominee investment may
not be as well protected from claims made on behalf of our general
creditors.
6.2.5 your non UK securities may be held overseas by a custodian, bank,
intermediate broker, or settlement agent. There may be different settlement,
legal and regulatory requirements and different practices for the separate
identification of investments from those applying in the UK. In the event of
insolvency or any other similar proceedings in relation to that bank or
person, your money may be treated differently from the treatment which
would apply if the money was held with a bank in an account in the United
Kingdom.We will not be liable for the insolvency, acts or omissions of any
third party referred to in this sub clause. (Note that as dealing in overseas
investments may not be available through all communication channels, you
should contact our Customer Service Team for further information on
product availability);
6.2.6 we may hold some or all Nominee investments with a custodian who is a
member of the TD Group;
6.2.7 we will be responsible for claiming and receiving dividends, interest
payments and other income payments accruing to your investments.
However, in the event of a scrip dividend being offered, we will elect to take
the cash alternative except where you request otherwise and we, in our
absolute discretion, agree to take shares. We shall be under no obligation
to apply for the scrip alternative until the relevant investments are
registered in our Nominee; there may be occasions when we are unable to
accept the scrip option due to time constraints imposed. Where this is the
case, you will receive the default option of cash;
6.2.8 we will not notify you of, nor arrange the exercise of any voting rights
attaching to your investments, whether exercisable at an AGM or otherwise.
We will not notify you of any AGMs or EGMs applicable to your investments;
6.2.9 subject to clause 6.2.18, we will use reasonable endeavours to notify you
of any rights issue, calls, conversion, subscription or redemption rights and
takeover or other offers arising from capital re organisations (“Corporate
Events”) attaching to your investments unless we consider it impractical to
do so. If you notify us within such period as we specify, that you wish to
exercise any rights arising out of Corporate Events and provided there are
sufficient cleared funds in your Account(s), we will use reasonable
endeavours to give effect to your instructions but only on such terms as you
advise and are reasonably acceptable to us. Otherwise, we will take such
action, or refrain from taking any action, as we, in our absolute discretion,
determine. If you decide not to take up an offer to subscribe for shares we
may decide to subscribe for such shares on our own behalf and
subsequently sell them, which may result in a profit for us;
6.2.10 we shall not be obliged to arrange for you to receive the report and
accounts of a company, attend shareholder’s meetings or unit holder’s
meetings and vote in person or to direct how our Nominee should vote on
your behalf unless you give us your written instructions whereupon we shall
use reasonable endeavours, where possible, to make appropriate
arrangements subject to such undertakings and in the manner and within
the timescales we may impose;
6.2.11 where a Corporate Event results in a fractional entitlement to part of a share
then we will sell such fractional shares and credit your Account with a cash
value subject to a minimum charge for administration, more details of which
are set out on our Rate Card;
6.2.12 where Corporate Events (such as partial redemptions) affect some but not
all Nominee investments held in a pooled account, we shall allocate the
investments so affected to relevant customers in such a fair and equitable
manner as we consider appropriate;
6.2.13 if the terms of a Corporate Event require an election to be made on behalf
of our entire Nominee holding in a company, we reserve the right not to
offer an option to you, where it is reasonable to do so. We will use
reasonable endeavours to give you an alternative option but we cannot
guarantee that this will match the options offered by the company;
6.2.14 if we are notified of a class action or group litigation that is being proposed
or taken concerning investments that our Nominee is holding, or has held,
on your behalf we will be under no obligation to inform you or otherwise
act on that notification;
6.2.15 we may aggregate your order with those of our other customers to
participate in certain types of offers. We will at all times use reasonable
endeavours to fulfil your order, however, you may not receive the
allocation of shares you applied for. If that should happen we will return
any uninvested sums of money to your Account;
6.2.16 you acknowledge that any facility to receive shareholder communications
and benefits may be made available by us to you only after a request in
writing and with the consent of the relevant company or registrar;
6.2.17 we only accept liability for our Nominee and for any other member of the
TD Group acting as a custodian or sub custodian but not for any other
custodians or sub custodians. We will remain responsible for our own
defaults where any custodians or sub custodians are used;
6.2.18 we shall be under no duty to notify you of or act upon any Corporate
Event until the relevant investments are registered in the name of our
Nominee;
6.2.19 in the case of bargains transacted outside the United Kingdom, any stock
or money held by us or to our order on your behalf may be passed to an
intermediate broker, settlement agent or counterparty located outside the
United Kingdom. In these circumstances, the legal and regulatory regime
applying to that person may be different from that of the United Kingdom.
This means that in the event of the insolvency of that person, your assets
may be treated differently from the manner in which they would be treated
if they had been passed to an intermediate broker, settlement agent or
counterparty within the United Kingdom;
6.2.20 where any documents or cleared funds are not held by us as part of your
Account, we will not be obliged to settle any transaction or any account on
your behalf until we or our settlement agents or, as the case may be, global
custodian, have received all necessary documents or cleared funds. Our
obligations to deliver to you, or to your Account, or to account to you for
the proceeds of the disposal of investments are conditional upon the prior
receipt by us of appropriate documentation and cleared funds;
6.2.21 where we have acted as your agent, it is the other party to the transaction
and not us who is responsible for settling the trade with you and delivery or
payment (as the case may be) will be at your risk. Our obligation is only to
pass on to you, or to credit to your Account, such deliverable documents or
sale proceeds (as the case may be) as we actually receive.
7. Provision of Information
7.1 Any news, prices, opinions and other information which we may provide to
you (“Information”) is provided solely to enable you to make your own
investment decisions and does not constitute personal investment
recommendations or advice.
7.2 Neither we nor any of our affiliates, agents or licensors make any
representation as to the completeness, accuracy or timeliness of such
Information nor do we or they accept any liability for any losses, costs,
liabilities or expenses which may arise directly or indirectly from your use of,
or reliance on, the Information. Such Information is not an offer or
solicitation by us or any of our affiliates to buy, sell or otherwise deal in any
particular investment.
7.3 All Information is and remains our property or the property of our third party
licensors.
7.4 We provide UK real time pricing information to you under licence from the
London Stock Exchange (“LSE”). You may not redistribute that data without
the prior written consent of the LSE. All intellectual property rights in such
data provided by the LSE shall at all times remain the property of the LSE.
The LSE must be identified as the source of the data where reproduced in
accordance with the licence conditions which we notify to you prior to you
accessing such data for the first time.
7.5 We provide all international real time pricing information under licence from
the relevant exchange providing the data. Your use of such Information is
subject to the terms and conditions of each Exchange which will be notified
to you and must be accepted by you prior to you accessing such data for the
first time.

PART C - The Banking Services
8. Banking Services
8.1 We will provide the Banking Services set out below and which you have
applied for and we have agreed to provide under the Bank’s account
opening procedures.
8.2 The Banking Services are only available if you have opened an Account for
the Stockbroking Services. You will be able to access your Accounts through
the internet, telephone, post, email or any other method indicated to you
from time to time. When you access your Account you are authorising us to
carry out all your instructions. In the case of joint Accounts we may act on
instructions from any one Account holder
8.3 Accounts
8.3.1 Cash Management Services Account (“CMS Account”)
8.3.1.1 We may provide you with a CMS Account which will allow you to operate
the management of cash held with us. Subject to your circumstances, we
may provide you with a cheque book which can be used in relation to
available credit balances in your CMS Account.
8.3.2 Savings Account
8.3.2.1 We may provide you with a Savings Account. You will not receive a cheque
book on this account.
8.3.2.2 You will normally be required to provide us with one (1) Business Day’s
notice before any instruction you pass to us for cash withdrawal,
establishment of a direct debit or standing order is processed
8.3.3 Transfers
8.3.3.1 Transfers between TD Waterhouse Accounts are immediate during business
hours if conducted via the telephone or website.
8.4 Cheques
8.4.1 You must not issue a cheque that causes you to exceed your available credit
balance.We will not honour any cheque where there are insufficient funds
in the Account and charges will apply as set out on our Rate Card.
8.4.2 We will not honour any cheque presented for payment six (6) months after
the date it was signed by you.
8.4.3 We may debit your Account for cheques presented for payment without
notifying you even where there may be a technical irregularity on the
cheque.
8.4.4 You may request us to stop a cheque by calling 0845 607 6001 and
informing us of the cheque number, the sort code, the Account number on
the cheque, the amount the cheque is made out for, the date of the cheque
and the name of the payee.We will use all reasonable endeavours, but shall
not be obliged to stop any cheque that has already been presented for
payment. A charge will be made for stopping a cheque as detailed on our
Rate Card from time to time.
8.5 Cheque book and security information
8.5.1 You must keep your cheque book secure at all times and you must not let
anyone else use it.
8.5.2 You will not be liable for: any misuse which occurs if your cheque book is
used before you receive it; or, after you have reported to us the loss or theft
or misuse of your cheque book in accordance with clause 8.5.3, unless we
can show that you acted fraudulently or without reasonable care.
8.5.3 If any cheques are lost or stolen or you think that they may be misused by
somebody else you must call us immediately on 0845 607 6001.
8.5.4 If the cheques are used with your permission or as a result of your fraud or
negligence then you will be liable for all use of the cheques and may have
to repay us all our reasonably foreseeable losses and in the case of your
fraud all our losses that arise as a consequence.
8.5.5 If cheques are found after being reported as lost or stolen you must not use
them but destroy them by cutting them into pieces and disposing of them.
8.6 Interest
8.6.1 We will pay interest on your Account(s) in accordance with the prevailing
rates as set out from time to time on our Rate Card. On all Accounts tax will
be withheld on interest in accordance with the applicable law and at the
rates prevailing, except where clause 6.1.2 applies
8.7 Clearing cycles
8.7.1 Cheques will be cleared and funds made available for withdrawal or transfer
in line with normal banking practice and to banking industry standards.
8.8 Overdrafts
8.8.1 We do not provide authorised overdrafts on Banking Services Accounts.
8.8.2 If an unauthorised overdraft arises in relation to an Account you accept
liability for interest and charges at our current rate from time to time as set
out on our Rate Card. Any interest or charges for unauthorised overdrafts
will be added to the overdrawn balance outstanding.
8.8.3 Unauthorised overdrafts are repayable on demand.
8.8.4 Where an Account is in joint names, all Account holders will be held jointly
and severally liable for any overdraft together with interest and charges
accrued
8.9 Cooling-off periods
8.9.1 If within fourteen (14) days of opening any Account detailed under clause
8.3 you decide that you no longer want the Account, we will refund your
money. We will ignore any notice periods on the Account and you will not
incur any additional charges.We will pay you interest on sums refunded at
the rates set out from time to time on our Rate Card for the period when
cleared funds were in the Account until the date of the refund.

PART D - Terms Applicable to both the Stockbroking and the Banking Services
9. Contract notes and statements
9.1 Where we execute the sale or purchase of a product with or for you
pursuant to the Stockbroking Services we shall, where so required by the
FSA Rules or as otherwise agreed with you, send to you (or to any agent
nominated by you in writing) a contract note containing the essential details
of the transaction except where it would duplicate a confirmation
containing the essential details of the transaction to be promptly provided
to you by someone else. You will promptly notify us of any errors contained
in any contract note or similar document or electronic message.
9.2 We will send to you at least once per year a statement listing the cash and
custody investments held in your Account(s).We will value the investments
in your Account using such price feed as we may determine from
independent service providers or quotations from independent market
makers or dealers in the investment concerned. However, if we determine
that valuation data is not available from such sources or it is inappropriate
to use such sources, we may value investments at such value as we consider
fairly reflects the current value of such investment. Statements are based on
trade date information for cash balances and assets held in safe custody.
9.3 The Bank will provide you with statements for each Account held by you
under the Banking Services at least once per year unless we have otherwise
agreed to provide you with statements on a more frequent basis. You will
promptly notify the Bank of any errors contained in any statement.
10. Withdrawals
10.1 We will use reasonable endeavours to facilitate withdrawals in the manner
described in clause 10.2, but do not warrant that the timescales will always
be met.
10.2 Withdrawals can usually be made from your Account by phone, the
TD Waterhouse website or by letter using either:
(a) a BACS transfer which will transfer the funds within four (4) working
days; or
(b) a same working day CHAPS transfer providing the request is made before
12pm and is subject to a charge as displayed on the Rate Card; or
(c) a cheque payment that will be posted the same working day providing
the request is received before 12pm.
10.3 For payments made to your Account by debit card, withdrawals can only be
made to the Account number on that debit card.
10.4 We may decline to allow a withdrawal if it would leave insufficient funds in
the Account to pay for a purchase for which settlement is due to be made.
11 Cheques
11.1 We are unable to accept foreign currency cheques or cheques drawn
on accounts held with banks that are not authorised in the United
Kingdom. Please ensure that any cheque paid into your Account is for a
pounds sterling amount and is drawn on an account held with a United
Kingdom authorised bank. Please refer to clause 13.2 regarding the
acceptability of certain non sterling electronic payments.
12 Account numbers and security
12.1 When you open an Account with us, you will be issued with an Account
number and a Password which provides access to your Account(s). You will
be required to provide us with a piece or pieces of identifying information
when setting up your Account with us, which we will use to identify you as
our customer when you contact us by telephone
12.2 You agree that in relation to each Account:
12.2.1 you (or if applicable the other joint holder(s)) are the sole and exclusive
owner of the Account and Password;
12.2.2 you will be responsible for the confidentiality and use of the Account and
your Password; and
12.2.3 we may rely on all orders and other communications given or entered by
you or anyone else using your Account number, and Password and you will
be bound by any Agreement entered into or expense incurred in reliance on
such orders and communications.
13. Charges and taxes
13.1 General
13.1.1 The charges for the Stockbroking Services and the Banking Services are
those set out from time to time on our Rate Card. You must also pay any
applicable VAT, stamp duty, stamp duty reserve tax, other taxes, levies or
other costs. Any such amounts due may be deducted from any funds held in
or payments made to your Account(s) with us.
13.1.2 You will at all times be fully responsible for payment of all other taxes due,
for making all claims, for filing any tax returns and for providing any relevant
tax authorities with information in relation to the Services we carry out for
you or any money and investments in your Account(s).
13.1.3 We will use reasonable endeavours to forward to you any tax documents
which we may receive relating to you or any money or investments in your
Account(s). If you have a Nominee Account we will send you an annual
Consolidated Tax Certificate (“CTC”) after the end of the fiscal year (there
is no charge for this service). If you require a CTC for the calendar year or
any other period then we will charge you in accordance with our Rate Card.
If you require a duplicate or replacement CTC we will charge you in
accordance with our Rate Card.
13.1.4 We may impose certain additional charges as set out from time to time on
our Rate Card which you shall be liable for if you do not comply with your
obligations under these Terms. Such additional charges may include,
without limitation, any reasonable legal costs we may incur as a result of
your failure to comply with the Terms.
13.2 Transactions denominated in foreign currencies
13.2.1 For transactions denominated in some currencies, currently US dollars,
Canadian dollars or Euro, you can transact and hold funds in those
currencies but you may also elect to settle a transaction in pounds
sterling or any other currency we accept. Any payment received by us for
the credit of your Account in a currency in which you may transact and hold
funds, currently US dollars, Canadian dollars or Euro will be held on your
Account in that currency and will only be converted to pounds sterling if you
so request. For transactions and payments denominated in all other
currencies and for Accounts permitted only to hold pounds sterling we will
automatically convert the total consideration into pounds sterling, or any
other currency that we accept on request, at the time of the transaction.
13.2.2 You may request that we carry out only a currency exchange transaction
on your Account.
13.2.3 From time to time, we may add other currencies to the list of currencies in
which you can hold funds and settle. For a current list of currencies in which
we are able to accept electronic transfers of funds, and hold funds in those
currencies, please refer to our website (www.tdwaterhouse.co.uk), or ask a
Customer Service Representative.
13.2.4 The exchange rate for all types of currency conversion will be based on the
bid or offer exchange rates to which we apply a spread as detailed within
our Rate Card which will be applied at the time of the transaction.
13.2.5 We and the parties related to providing the transaction to you may earn
revenue, in addition to the commission applicable to such a trade, based on
the difference between the applicable bid and offer rates for the currency
and the rate at which the rate is offset either internally, with a related third
party, or in the market. The charge to you and the revenue earned by us and
parties related to us may be higher when a transaction requires more than
one currency conversion or when the currency is not commonly traded.
13.2.6 Conversion of currency, if required, will take place at the trade date unless
otherwise agreed. Further details are available on request. Exchange rates
fluctuate and may change between the time that the indicative exchange
rate is quoted and the time the contract note is issued. Where applicable
the contract note will show the exchange rate used.
13.2.7 We may pass on third party charges incurred for custodial fees or processing
fees related to any American Depository Receipt (“ADR”) held. These fees
are payable to the agent which holds the ADR.We are unable to inform you
of the ADR fee in advance as we are only advised by the agent at the time
of payment
14. Conflicts of interest
14.1 Managing conflicts of interest
Your attention is drawn to the fact that when we execute a transaction on
your behalf, we, a TD Group company or an associate may have an interest,
relationship or arrangement that is material to all or any part of the
Information or Services being provided to you.
14.1.1 We take the identification and management of conflicts of interest seriously.
We have implemented a conflicts of interest policy that identifies those
circumstances that constitute, or may give rise to conflicts of interest which
pose a material risk of damage to one or more of our customers. This policy
also addresses the effective organisational and administrative arrangements
that we maintain and operate to manage these conflicts such as
departmental procedures and management arrangements, periodic testing
of such measures and staff training. If, at any time, you would like to receive
further details in relation to our conflicts of interest policy, please contact
us in writing.
14.1.2 If, in respect of a specific conflict of interest which arises, we consider that
the arrangements are not sufficient to enable us to ensure, with reasonable
confidence, that the risk of damage to the interests of you and any of our
other customers will be prevented, we will decline to act or we will inform
you of the nature and type of conflict of interest before we undertake any
business on your behalf. You will therefore be able to decide whether you
agree to us acting for you in these circumstances. If you object to
our acting for you, you should notify the Compliance Officer of the Broker
in writing.
14.1.3 Examples of conflicts of interest which may arise when providing services to
you include, for example and without limitation:
(a) acting as agent for an associate or another customer or investor and
also acting as agent for you in the same transaction, and receiving and
retaining commission or other charges from both parties, and the price
of the transaction being different from the bid or, as the case may be,
offer price;
(b) buying investments where we are, or an associate is, involved in a new
issue, offer for sale, rights issue, take over or similar transaction
concerning the investment;
(c) executing a transaction for or with you in circumstances where we have
knowledge of other actual or potential transactions in the relevant
investment;
(d) holding a position in, or trading, dealing or market making in,
investments purchased or sold by you;
(e) sponsoring, underwriting, sub underwriting, placing, purchasing,
arranging, acting as stabilising manager for, or otherwise participating
in, the issue of investments purchased or sold by you;
(f) acting as advisor or banker to, or having any other business relationship
with, or interest in, the issuer (or any of its associates or advisors) or any
investments purchased or sold by you or advising or acting as banker to
any person in connection with a merger, acquisition or takeover by or for
any such issuer (or associate); or
(g) being the issuer of any investments purchased or sold by you or being
(or being advisor or banker to, or having any other business relationship
with) the trustee, custodian, operator or manager of, or investment
advisor to, any form of collective investment scheme in which interests
are purchased or sold by you.
14.2 The relationship between you and us is as described in these Terms. Neither
that relationship, nor the Services, nor any other matter will give rise to any
fiduciary, equitable or contractual duties on our part, or that of any affiliate,
which would prevent or hinder us or them from doing business with or for
you, other customers or other persons or for our or their own account
14.3 Treatment of fees, commissions or other non monetary benefits.
14.3.1 We are entitled to pay or accept a fee, commission or other non monetary
benefit paid by, or provided to you or on your behalf.
14.3.2 We are also entitled to retain any payment, remuneration or fees which
enable us to provide or which are necessary for the provision of the
Stockbroking or Banking Services, such as, without limitation, settlement
and exchange fees, regulatory levies and legal fees.
14.3.3 We may receive periodic payments of up to 1.5% of the value of funds
purchased, and still held at the relevant date, from unit trust and other
collective investment scheme managers. This is standard industry practice
and does not influence the choice of funds made available to you.
Any amounts received are kept by us and applied against general
business expenses.
14.3.4 In the event that your order is publicly displayed on the order book in
accordance with clause 4.12.6, it may be subject to multiple fills. Each fill
will be treated as a separate transaction and commission will be charged
on each transaction or fill, in accordance with our Rate Card.
14.3.5 If you would like further information in relation to the receipt and
provision of fees, commissions or other non monetary benefits, we can
provide this to you on written request
15. Liability and indemnity
15.1 Neither we, our employees, agents, sub contractors or any member of the
TD Group shall be liable for any losses, costs, damages, liabilities or
expenses incurred or suffered by you under these Terms (including without
limitation any loss that may arise directly or indirectly from your inability to
access the Services for any reason or for any delay in, or the failure of, the
transmission or receipt of any instructions or notifications sent to us through
any electronic medium) except where caused directly by the negligence,
wilful default or fraud of us or our employees, agents, sub contractors or any
TD Group company. This clause is entered into by us as trustee for our
employees, agents, sub contractors and TD Group companies.
15.2 Nothing in these Terms shall limit or exclude our liability for personal injury
or death caused by our negligence.
15.3 We shall not be liable to you for any consequential loss, except in the case
of our wilful default or fraud. “Consequential loss” means pure economic
loss, loss of profit, loss of business and likely loss whether direct or indirect.
15.4 You agree to indemnify us against all reasonable losses, costs, liabilities or
expenses incurred by us in connection with these Terms unless caused by
our negligence, wilful default or fraud.
16. Your obligations
16.1 You agree and confirm to us each time you use the Services, that:
16.1.2
your entering into and performance of these Terms and each contract does 
not violate,contravene,conflict with or constitute a default under any law, 
regulation, rule judgement, contract or other instrument binding on you or 
any of your assets (and/or of the person(s) on whose behalf you are acting) 
or (if you are a company) any provision of your Memorandum and Articles 
of Association (or equivalent constitutional documents);and 
16.1.3
in accepting these Terms,we have not made,and you are not relying upon, 
any statements, representations, promises or undertakings that are not 
contained in these Terms.
16.2
You accept full responsibility for monitoring your Account(s). You agree to
notify us immediately if you become aware of:
16.2.1
the loss, theft or unauthorised use of your username or Password, Account
number or cheque book;
16.2.2
the failure by you to receive a message or partial message from us
indicating that an order was received, rejected and/or executed; or
16.2.3 any inaccurate information in your Account(s) balances, statements, contract notes, records or assets or money held or transaction history.
16.3 You confirm that you are not a resident of the USA or Canada.
16.4
You must make sure that your Password remains confidential at all times
and you must take all responsible steps to:
16.4.1 stop any other person using your Password;
16.4.2
not disclose your full Password to any other person including any of our
employees (whether over the telephone or otherwise);
16.4.4 not be overheard when contacting us by telephone.
17. Force Majeure
17.1
We shall not be liable to you in any manner or be deemed to be in breach
of any contract with you for the Services because of any delay in performing
or any failure to perform any of our obligations due to Force Majeure.
17.2
For the purposes of this clause 17, “Force Majeure” means any cause
preventing us from performing any or all of our obligations which arises
from any cause beyond our reasonable control including without limitation:
17.2.1
government actions, war or threat of war, acts of terrorism, national
emergency, riot, civil disturbance, sabotage or requisition;
17.2.2 act of God, fire, explosion, flood, epidemic or accident;
17.2.3 labour disputes not including disputes involving our workforce; or
17.2.4
inability to obtain or delay in obtaining supplies of adequate or suitable
material, fuel, parts, machinery or labour.
18. Variation of terms
18.1
We can change, amend, supplement or delete any part of these Terms
and, in particular but without limitation, we can:
18.1.1
change the rates or amounts of interest that we charge you or pay you;
and/or
18.1.2 change the amounts that we charge you; and/or
18.1.3 introduce new or different interest rates or make new or different charges
to those set out from time to time on our Rate Card for any valid reason
including one or more of the following reasons:
a) in the case of interest:
  • (i) to take account of the introduction of new rates of interest
    or changes to interest rates which other organisations pay
    to customers;
    (ii) where necessary to attract and/or retain investors in accounts of
    the same type as your Account;
    (iii) to reflect actual or expected changes in the Bank of England
    repo rate, commonly referred to as the Bank of England base
    rate (or the rate of any central bank or monetary authority which
    supersedes the Bank of England), or in other money market
    interest rates;
    (iv) to preserve the margins between interest paid by us, or by the
    providers of funds to us, and interest charged by us;
(b) in the case of charges:
  • (i) to enable us to harmonise, in the case of Banking Services, our
    banking charging arrangements or, in the case of Stockbroking
    Services, our stockbroking charging arrangements;
    (ii) to reflect changes in the costs or administrative overheads we
    incur or reasonably expect to incur, and/or to take into account
    inflation;
    (iii) to reflect changes in the financial strength of the Broker or of
    the Bank;
(c) in the case of interest, charges and general terms:
  • (i) to reflect a change in general banking and/or stockbroking
    practice;
    (ii) ensure that our banking and/or stockbroking business is run
    prudently;
    (iii) to maintain the competitiveness of our banking and/or
    stockbroking business taking into account actual or expected
    changes;
    (iv) to reflect changes to the way that we deal for you and look after
    your investments;
    (v) to reflect changes in the general market practice of brokers and
    their nominees, and others providing stockbroking or share
    dealing services;
    (vi) to reflect changes in market conditions;
    (vii) to reflect changes, or anticipated changes, to the law, or
    interpretation of the law, codes of practice or the way that we
    are regulated;
    (viii) to reflect a decision or recommendation made by, or a
    requirement of, a court, ombudsman, regulator or similar body
    or an undertaking given to the Director General of Fair Trading
    or any other regulator;
    (ix) to reflect changes in technology, or to provide for the
    introduction of new or improved systems, methods of operation,
    services or facilities;
    (x) to correct mistakes;
    (xi) to make these Terms easier for you to understand or fairer to
    you;
    (xii) to reflect general banking practice;
    (xiii) for any other valid reason (whether or not specified in this
    clause 18.1.
18.2
Except as provided in clause 18.2.1 we will give you notice of any change
made under clause 18.1 and will give that notice by any one or more of the
following methods:
(a) writing to you;
(b) emailing you;
(c) posting a message on our website;
(d) posting a message within the secure area of your online Account; or
(e) placing an advertisement in a national newspaper.
18.2.1 In respect of products which have an interest rate linked directly to the Bank of England base rate, we will not notify you if the only change is to the Bank of England base rate.
18.2.2 In the case of a change to an interest rate this notice will be given to you within thirty (30) days of the change.
18.2.3
In the case of a change to a charge or any change under clause 18.1.3(c)
we will give you at least ten (10) Business Days prior notice provided that
changes made to reflect a change of law or regulation may, if necessary,
take effect immediately.
18.3
Upon receipt of any such notice under clause 18.2, you will be free to
close your Account immediately without loss of credit interest but you must
repay any overdraft, interest or charges or other indebtedness outstanding
on your Account.
19. Your Personal Information
19.1 How your information is used and who it is shared with
19.1.1
We, our agents or any member of the TD Group may process any personal
data (as defined by the Data Protection Act 1998) provided by you to us in
connection with the operation of your Account and providing the Services
to you (“Your Personal Information”). Your Personal Information includes
any information which we hold, now or at any time in the future and which
comes from, or relates to: application forms or other dealings with us; third
parties, such as credit reference and fraud prevention agencies, and the
products and services you receive from us.
19.1.2
Your Personal Information will be put on our database and stored,
processed, disclosed and used by us, our associated companies and partners
in accordance with this clause 19.
19.1.3
We will collect Your Personal Information in a number of different ways,
such as when you communicate with us, if you order any of our products
or services, if you enter into a competition or promotion, if you make
payments or modify your Account details and when you visit our website
(for example by cookies and browser information).
19.1.4
We and other TD Group companies will use, analyse and assess Your
Personal Information for the following purposes:
(a) considering any applications made by you and helping us to make
credit related decisions about you;
(b) to run your Accounts, provide our services, contact you and service our
relationship with you;
(c) for administration and accounting, billing and auditing and other
legal purposes;
(d) security, payment verification, preventing and detecting money
laundering, fraud and other crime, insurance, credit assessment and
administration, tracing debtors and recovering debt, for which
purposes we may also pass on Your Personal Information to third
parties; or
(e) to monitor and analyse our business we or a third party acting for us,
may use information in your customer and Account records to assess
customer satisfaction and for market research. If you do not wish to
be contacted to participate in customer satisfaction or marketing
surveys, you can write to Customer Service Team, TD Waterhouse
Investor Services (Europe) Limited, Exchange Court, Duncombe Street,
Leeds LS1 4AX.
19.1.4
We and other TD Group companies will use, analyse and assess Your
Personal Information for the following purposes:
(a) considering any applications made by you and helping us to make
credit related decisions about you;
(b) to run your Accounts, provide our services, contact you and service our
relationship with you;
(c) for administration and accounting, billing and auditing and other
legal purposes;
(d) security, payment verification, preventing and detecting money
laundering, fraud and other crime, insurance, credit assessment and
administration, tracing debtors and recovering debt, for which
purposes we may also pass on Your Personal Information to third
parties; or
(e) to monitor and analyse our business we or a third party acting for us,
may use information in your customer and Account records to assess
customer satisfaction and for market research. If you do not wish to
be contacted to participate in customer satisfaction or marketing
surveys, you can write to Customer Service Team, TD Waterhouse
Investor Services (Europe) Limited, Exchange Court, Duncombe Street,
Leeds LS1 4AX.
19.1.5
We will take all reasonable care in the collection, storage and processing
and disclosure of Your Personal Information and have implemented
internal security procedures so as to minimise the risk that unauthorised
parties will be able to access Your Personal Information. It is because of
these security measures that we may ask for proof of your identity before
we disclose Your Personal Information. Only some of our employees have
access to Your Personal Information and although we cannot guarantee
that Your Personal Information will never be lost, misused or altered by
any of our employees, we have implemented guidelines to minimise the
risk of these unlikely events.
19.1.6
You have the right, upon payment of a fee, to receive a copy of the
information we hold about you to the extent that it constitutes your
Personal Information. For more details please write to the Data Protection
Officer, TD Waterhouse, Exchange Court, Duncombe Street, Leeds
LS1 4AX.
19.1.7 Our privacy policy, explaining in full how we use Your Personal Information and protect your privacy, is available on our website
www.tdwaterhouse.co.uk
19.2 Keeping you informed
19.2.1 Except where you have indicated in our Account opening process that you
do not agree to receiving marketing information, or you have written to us
asking us to stop sending you marketing information, we may use Your
Personal Information including your contact details, your application details
(but not banking details) and details of the services we provide you with
and how you use them, to decide what products and services may be of
interest to you. We may contact you by telephone (including automated
calls), post, email and other electronic messages such as short text, video
and picture messaging, and fax, with information, news, events and
seminars on our investment, banking and financial services and those of
TD Group and other selected partners. Further information on our products
and services can be found on our website www.tdwaterhouse.co.uk We may
also pass this information to companies in the TD Group and selected
partners for them to contact you about their products and services in the
same ways. You can ask us at any time to stop sending you this information
by writing to Customer Service Team, Exchange Court, Duncombe Street,
Leeds LS1 4AX. Even if you have requested this, we may still contact you
about the running of your existing Account and for the services requested
from us.
19.2.2
We may share Your Personal Information with any of our agents in a
European Economic Area Member State or any other TD Group companies
in the United States of America or Canada or other jurisdictions in or outside
the European Economic Area who may only use it for the same purposes as
us.We will take adequate measures to protect the security of Your Personal
Information and details of the companies and countries involved in
processing Your Personal Information will be provided on request
19.3 Credit reference and fraud prevention agencies
19.3.1
We will make searches about you at credit reference agencies who will
supply us with credit information, as well as information from the Electoral
Register. The agencies will record details of the search whether or not this
application proceeds. We may use automated credit scoring methods to
assess this application and to verify your identity.
19.3.2
Where you borrow or may borrow from us, we may give details of your
Account and how you manage it to credit reference agencies. If you borrow
and do not repay in full and on time, we may tell credit reference agencies
who will record the outstanding debt.
19.3.3
To prevent or detect fraud, or to assist in verifying your identity, we may
make searches at fraud prevention agencies.We may also pass information
to financial and other organisations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If false or inaccurate information is provided and fraud is identified or reasonably suspected, details will be passed to fraud prevention agencies who will record this. Law enforcement agencies may access and use this information. We, other TD Group companies, and other organisations may also access and use this information to prevent fraud and money laundering, for example, when: checking details on applications for credit a credit related services or other facilities; managing credit and credit related accounts or facilities; recovering debt; checking details on proposals and claims for all types of insurance; checking details of job applicants and employees.We may make periodic searches of our records and those of TD Group companies, credit reference and fraud prevention agencies, to manage your Account with us, to take decisions regarding credit, including whether to make credit available or to continue or extend credit. We and other organisations may access and use from other countries the information recorded by fraud prevention agencies.
19.3.4 You have a right of access to your personal records held by credit reference and fraud agencies. Please contact the Data Protection Officer, Exchange Court, Duncombe Street, Leeds LS1 4AX if you want to receive details of the relevant credit reference or fraud prevention agencies.
20. Termination
20.1
We or you may terminate these Terms by giving notice to the other, which
will take effect immediately or after such period as may be specified in
the notice.
20.2
Termination of the Stockbroking Services will not affect any outstanding
transactions or any rights or obligations which may already have arisen
between you and us. Transactions in progress at the date of termination will be completed by us as soon as practicable subject to these Terms. The
termination of this Agreement will not affect the coming into force or the
continuance in force of any provision in these Terms which is expressly or
by implication intended to come into or continue in force on or after
such termination.
20.3
Notwithstanding the provisions of clause 20.5 and 20.6 of these Terms if
termination occurs, we will, as soon as reasonably practicable subject to
these Terms, arrange the delivery to you or your order of any money or
investments in your Account(s) subject to appropriate charges as set out on
our Rate Card. A final statement will be issued to you where appropriate.
20.4
Notwithstanding the provisions of clause 20.1 of these Terms we will give
you at least thirty (30) days prior written notice of the closure of any
Account opened by us for you under the Terms of the Banking Services
providing there are no exceptional circumstances such as suspected fraud in
relation to any Account. Interest will not accrue on any Account once it has been closed.
20.5
If your Account is terminated we may make a minimum charge for
administration, please see our Rate Card for full details.
20.6
If your Account is terminated we may make a minimum charge for
administration, please see our Rate Card for full details.After termination of your Account if any money or investments are received into your closed Account we may make a minimum charge for administration, please see our Rate Card for full details.
21. Power to sell or close out
21.1
At any time that we consider necessary or desirable including without
limitation, if you fail to make any payment or to deliver any investments or transfer documents due to us at the due time for payment or delivery then we reserve the right without prior notice to you to:
21.1.1 treat any outstanding transaction as having been cancelled and terminated;
21.1.2
realise all money held or debts due to you from any party including
ourselves in relation to the Stockbroking Services under these Terms, or any investment, asset or transaction hereunder;
21.1.4
close out, replace or reverse any such transaction or take, or refrain from
taking, such other action at such times and in such manner as we consider
necessary or appropriate to cover, reduce or eliminate loss or liability under or in respect of any contract, positions or commitments.
21.2
Specifically, we may so act if, by reason of payment method or any
information that we obtain from any source, we have reason to believe that
you are a US person.
22. Charge, lien and set-off
22.1
All of your investments and money in your Account(s) are subject to a
general charge (security interest) in our favour to cover outstanding
amounts due from you to us for provision of the Services.
22.2
If you default in paying any amount due, interest will be payable by you on
demand at the rate set out from time to time on our Rate Card together
with all associated administrative and recovery costs including legal costs.
22.3 If we have to pay or repay any money from any Account you may hold with
us or our affiliates in the TD Group or deliver or redeliver any investment it
will be conditional upon there being no outstanding liabilities (whether
actual or contingent) due from you.
22.4 We shall also have a lien, in respect of all cash and investments we or our
Nominees may hold, as security for the satisfaction of all of your liabilities
outstanding from time to time and we have the right to realise the same on
such terms (including as to price) as we consider appropriate and to apply
and set-off the proceeds of such realisation as set out below.
22.5 We may, without notice to you combine, consolidate or merge all or any of
your Accounts, balances and other amounts with, or liabilities to us and may
set-off any sum standing to the credit of any such Accounts, balances or
other amounts in or towards the satisfaction of any sum or liability you owe
to us. To effect set-off we may transfer monies and/or assets between any
of your Accounts.
22.6 We may convert any relevant foreign currencies in any of your Accounts in
order to exercise our rights under clauses 22.4 or 22.5.
22.7 As continuing security for your discharge of all liabilities, you agree to
charge with full title guarantee (or, if you are a trustee, with limited title
guarantee) free of any adverse interest whatsoever to and for the benefit of
us:
22.7.1 by way of first fixed legal charge, each Account with us and all assets and cash from time to time credited to that Account and, by way of separate
first fixed legal charge, the benefit of any Account and any rights againstany banker, custodian or other person on whose books that Account exists,
to which any such assets and cash are from time to time credited;
22.7.2 by way of first fixed legal charge, all assets in respect of which title has been
transferred by way of security to us or to our order;
22.7.3 charge all other assets which (or the certificates or documents of title to which) have been deposited in any Account or are otherwise held by us;
22.7.4 by way of first fixed legal charge, all sums of money held by us for you, the
benefit of all Accounts in which any such money may from time to time be held and all your right, title and interest under any trust (whether arising by agreement or otherwise) relating to such money or to such Accounts. The benefit of such charge is held by us for our benefit and as trustee for the benefit of all of our affiliates, agents and licensors from time to time.
22.8 The security created under these Terms will remain in full force and effect by way of continuing security and will not be affected in any way by any settlement of account or other matter or thing and will be in addition to any other security, guarantee or indemnity now or at anytime held by us or any other person in respect of your liabilities.
22.9 You grant to us a power of attorney to execute and sign all such transfers, assignments, further assurances or other documents and do all such other acts and things as may reasonably be required to vest or to realise the above security or any of it in us or to our order or to a purchaser or
transferee or to perfect or preserve our rights and interests in respect of the security or for the exercise by us of all or any of the powers, authorities and discretions conferred on us by these Terms.
22.10 Unless the context requires otherwise, references in this clause to “us” include references to any person holding any of the security or in whose
name any of it may be registered.
22.11 Sections 93 (restriction of right of consolidation) and 103 (restriction of right of sale) of the Law of Property Act 1925 will not apply to these Terms.
22.12 Cash we hold for you will be used to settle your purchase transactions. Otherwise, you must provide us with sufficient funds at the latest by the
contracted settlement date.
22.13 If you fail to make any payment or to deliver any assets due to us, we may enforce the security, without prior notice or demand to you.
22.14 In enforcing the security, we may sell, pledge, deposit or otherwise deal with all or any of the security, free of any interest of yours and as we in our absolute discretion think fit (without being responsible to you for any loss
or diminution in price).
22.15 The net proceeds of any such dealings will be applied towards the discharge of your liabilities. You will be entitled to any balance remaining after discharge of all liabilities. In the event of a shortfall, you remain liable for any such shortfall and will immediately pay to us the balance remaining
due.
22.16 Nothing in this clause 22 shall create a security over the investments and cash in an Account which is an ISA except to the extent permitted by The
Regulations (as defined in the ISA Supplemental Terms of Service).
23. Assignment
23.1 We may at any time transfer or assign absolutely our rights, benefits and/or obligations under these Terms by delivering to you a notification. Any such
transfer or assignment shall be subject to the assignee undertaking in writing to be bound by and perform our obligations under these Customer Terms of Service.
23.2 Our rights and obligations under these Terms are personal to you and are not capable of assignment.
24. Communications
24.1 All communications from us to you will be in English and either in writing, which shall be deemed to include by any means of electronic transfer delivery such as electronic mail, or over the telephone and will take effect once dispatched to you (except where the time periods in clause 18 apply).
24.2 We and/or any associate and/or our or their representatives or employees may communicate an unsolicited real time communication to you in such circumstances as we reasonably believe to be appropriate. You accept that we may make such communications.
24.3 We shall not be liable for any delay in you receiving any communication once dispatched by us save where the delay is caused by our wilful default, fraud or negligence
24.4 All communications from you to us (including in respect of your investments) of whatsoever nature should be English and will take effect
upon receipt by us.
24.5 Communications from you to us can be made in writing to the Customer Service Manager at Exchange Court, Duncombe Street, Leeds LS1 4AX, by telephone on 0845 607 6001 or through the Contact Us section of the website at www.tdwaterhouse.co.uk or by email to customer_services@tdwh.co.uk
25. Death of an Investor
25.1 In the event of the death of a sole Account holder, that Account holder’s legal personal representatives must provide us with formal notice in the form of the original death certificate of the Account holder. We will then hold the existing investments in your Account but will not carry out any transactions. From the date of your death, tax relief will not apply to your ISA.
25.2 Once we have received the grant of representation for your estate, we will then carry out the instructions from your legal personal representatives. If we have not received any Instructions after six (6) months we may reregister your holdings into the name(s) of your legal personal representative(s). We will send the certificates to the registered correspondence address for the estate. The securities cannot be sold until the re registration process has been complete