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Terms and Conditions

1. Introduction

These Terms of Business, together with any Schedules(s), and accompanying documents set out the Terms under which we shall provide you with our services. They replace all earlier conditions. These Terms and Conditions constitute the formation of a contract between you and us it is therefore, in your interests to read it carefully. Please let us know if there is anything which you want us to explain.

2. Definitions

2.1 "Account" means a PEP, an ISA, or a Nominee account, managed by us or our Nominee.

2.2 "Agreement Documents" shall mean this agreement, our brochure(s) providing information on Accounts and our application form and any other document published by us and delivered or made available to you which is expressed to contain terms and conditions of this agreement in each case as amended from time to time.

2.3 "Contract Note" means a written record giving details of a Transaction.

2.4 "Execution Only Investor" means a person who gives Transaction instructions without receiving advice from us.

2.5 "FSA" means the Financial Services Authority or its successor.

2.6 "ISA" means an Investor's Individual Savings Account as shown on your application form.

2.7 "Market" means the London Stock Exchange plc or such other recognised stock exchange on which an investment is quoted.

2.8 "PEP" means a Personal Equity Plan as shown on your application form.

2.9 "Regulations" means the Personal Equity Plan Regulations 1989 or as the case may be the Individual Savings Account Regulations 1998 in each case as amended from time to time.

2.10 "Rules" means the rules of the FSA as amended.

2.11 "Settlement Date" means the date by which cleared Settlement Monies are to be received following a Transaction, as specified in the Contract Note or as notified to you at the time of your instruction. Unless otherwise requested at the time of placing your instruction all settlements dates will be in accordance with the LSE rolling settlement period.

2.12 "Settlement Monies" means the payment due from you to us as a result of a Transaction as specified in the Contract Note.

2.13 "this agreement" shall mean the agreement between you and us relating to the Account as constituted by the Agreement Documents.

2.14 "Transaction" means the purchase or sale of investments in connection with an Account.

2.15 "we" means Sapphire Securities, Bourne House, 475 Godstone Road, Whyteleafe, CR3 0BL, or, where we have assigned this agreement, the person to whom we have assigned this agreement and "us" and "our" shall have the corresponding meaning.

2.16 "you" means the beneficial owner of the Account and "your" shall have the corresponding meaning.

3. Commencement

These Terms of Business will come into effect on the date that we receive your correctly completed application form and Identification documents. Other services are available and are subject to additional Terms and Conditions.

4. By accepting these terms you confirm that:

1. we may arrange via First Trade Derivatives limited, Jarvis Investment Management plc to provide you with settlement, safe custody, nominee and associated services;
2. we may transmit your instructions via First Trade Derivatives limited to Jarvis Investment Management plc;
3. you agree to be bound by the obligations to Jarvis Investment Management plc and that your identification documents may be passed to Jarvis Investment Management plc upon request.

5. Registration as our client:

Your Account will open upon receipt of a duly completed application form together with payment of your initial subscription, provided that your application is approved by us. Subject to the Rules and Regulations we may open an Account provisionally where all the information provided by you will be put. In case if the information which you have supplied is insufficient, you shall supply us with the missing information within 30 days, otherwise the Account will be voided in accordance with Her Majesty’s Revenue & Customs requirements with the relevant assets held in your name outside the Account. Your Account application will cover the current tax year and each subsequent tax year until we receive no subscription for a full tax year. You shall inform us immediately if you cease to be a UK resident for tax purposes, or if being a non-resident you cease to qualify as a crown employee. In the case of a PEP, we will commence management of your Account upon receipt by us of the proceeds from your previous PEP account manager.

6. Classification

On the basis of the information that you have supplied to us, we have classified you as a Private Client for the purpose of FSA rules. This classification provides you with the highest level of protection available to you under those rules. If you are acting as agent for someone else, we will treat you alone as our customer for the purposes of FSA rules and you will be liable to that person in respect of your transactions.

7. Beneficial Ownership

1. Investments within the Account shall at all times be beneficially owned by you.
2. All investments held in an Account will be registered in our name.
3. We shall not lend to a third party the documents of title relating to any investment or any underlying investment held in an ISA or PEP Account

8. The Services We Will Provide

1. Your relationship with Jarvis Investment Management plc:

We will arrange for transactions to be entered into on your behalf by Jarvis Investment Management plc (“Jarvis”). Any transactions with Jarvis Investment Management plc would be governed by Jarvis Investment Management plc ’S Customer Agreement (“CA”). The CA sets out the terms upon which Jarvis Investment Management plc will execute transactions for the purposes of trading accounts held with Jarvis Investment Management plc , and provide safe custody, settlement, nominee and associated services. The CA can be found in full at www.jarvisim.co.uk and a copy can be obtained from Jarvis Investment Management plc.

2. Execution-only client:

If you are designated as an execution-only client or if you have not supplied us with sufficient information (either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or when, even though you have previously supplied us with information, we may reasonably believe that you are not expecting us to advise you about the merits of a particular transaction, then we will not make any personal or product investment recommendations.

Nothing in our literature or in these Terms & Conditions should be treated as a solicitation or recommendation to buy, sell or maintain any product. We will action all instructions on an ‘execution-only’ basis. This means that we are only able to act on the instructions that you provide. We cannot give you advice about what instructions you should give us. You are responsible for the investment decisions that you make when you engage our services as an execution-only customer. We do not accept responsibility on a continuing basis for advising you on the composition of your portfolio.

3. Advisory customer:

If you are designated as an advisory customer we accept responsibility for advising you as to the merits of any particular investment based on the information supplied by you in our Financial Questionnaire pertaining to your individual circumstances, requirements and objectives. We may provide you with investment advice on your request. Advice from us will be based on the information supplied by you, which should be updated as necessary before we give you advice on a particular transaction.

If you do not inform us of any investment or types of investments, which you do not wish us to recommend or purchase for you, we may recommend to you any investment. (However under the rules of the FSA, we may recommend to you any investments which we have reasonable grounds for believing are suitable for you). We do not undertake discretionary management of your investments, any investment advice we give you is provided on the understanding that we do not accept responsibility on a continuing basis for advising on the composition of your portfolio.

4. Investments

Your investment objective is to invest in investments which you have selected and which are managed by us in accordance with the Rules and Regulations and otherwise as set out in the Agreement Documents.
You agree that there are no restrictions on either the type of unit trusts in which you wish your funds to be invested or the Market on which Transactions may be effected.

We will not arrange or carry out any business in which we or any member of our group of companies or any of our directors or officers has a material interest without prior written notification to you.

We may arrange transactions on your behalf in the following investments:

1. shares in British or foreign companies;
2. debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper or other debt instruments including government, public agency, municipal and corporate issues;
3. warrants to subscribe for investments falling within (a) or (b) above;
4. depository receipts or other types of instruments relating to investments falling within (a), (b) or (c) above;
5. Options on investments falling within (a), (b) or (c) above provided the related transaction has no contingent liability;
6. Options on investments falling within (a), (b) or (c) including options on an option;
7. Futures on investments falling within (a), (b) or (c) above;
8. Units in unit trusts, mutual funds and similar schemes (‘mutual funds’); and
9. Investments, which are similar or related to any of these investments.

5. We may arrange the aggregation of orders, which may, or may not, result in a more favorable price being obtained. We will only arrange this aggregation of your orders with other orders where we believe that doing so is in your best interests.

6. We may arrange transactions for you in circumstances in which the relevant deal is not regulated by the rules of any Stock Exchange or Investment Exchange.

7. We will provide best execution as required by the FSA rules.

8. All contract notes, confirmations and other notices or communications under these Terms will be dispatched or transmitted to you at the address shown in our records and shall be conclusive & binding on you unless objection in writing is received by us within one business day from receipt by you.

9. Transaction Instructions:

• We will carry out all Transactions on the basis that you are an Execution Only Investor.
• Transaction instructions will be accepted on an execution only basis over the telephone, in writing, by fax, email or via our designated website. We will not accept Transaction instructions via voicemail or text messages.
• Transaction instructions will be executed as soon as reasonably practicable on the same dealing day provided the relevant Market is trading within our business hours.
• Transaction instructions are accepted "at best" unless otherwise stated by you and will be executed in the Market at the most favorable price available to us at the time they are dealt.
• Limit orders may be accepted which set a price above which you will not purchase and below which you will not sell. Limit orders for trades on the London Stock Exchange will be monitored by us only between the hours of 8.00am - 4.30pm daily up to and including the Friday immediately following the day on which the order was placed. Limit orders for trades on another Market will only be monitored by us on the same dealing day during our business hours. Limit orders may be executed automatically without further reference to you and it is your responsibility to cancel prior to execution any limit orders no longer required.
• Contract Notes will be issued for all Transactions on the next business day following the Transaction. If you do not receive a Contract Note following the placing of an instruction you must notify us immediately in order to protect any claim you may have.
• Where a Transaction involves the sale of securities within the Account and the party buying such securities does not for any reason pay the relevant settlement monies on the appropriate settlement date we may in our absolute discretion repurchase the securities in question and we will not be liable for any losses or costs you may incur as a result of this.
• We have the right to refuse to accept any instructions given for any Transaction.

10. Risk Warnings – General:

1. This notice is provided to you as a private customer in compliance with rules of the Financial Services Authority (FSA). Please remember that the price or values of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance.

2. This notice cannot disclose all the risks and other significant aspects of warrants and derivative products such as futures or options. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position. Certain strategies, such as ‘spread’ position or a ‘straddle’, may be as risky as a simple ‘long’ or ‘short’ position. Although derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points:

1. Warrants – A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined time-scale then the investment becomes worthless.
   You should not buy a warrant unless you are prepared to sustain a total loss of your investment plus any commission or other transaction charges.
   Some other instruments are also called warrants but are actually options (for example a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a covered warrant).
2. Futures – Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some instances to settle the position with cash. They carry a high degree of risk. The ‘gearing’ or ‘leverage’ often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this.
3. Options – There are many different types of options with different characteristics subject to the following conditions:

1. Buying Options:
   Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under ‘Futures’ (3.4 above) and ‘contingent liability investment transactions (3.8 below)
2. Writing Options:
   If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset, which you have contracted to sell, (when the options will be known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.
3. Traditional options:
   Certain London Stock Exchange member firms under special exchange rules write a particular type of option called a ‘traditional option’. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

   Certain option markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

3. Off Exchange Transactions in Derivatives – It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off exchange derivative transaction. While some off-exchange markets are highly liquid, transactions in off-exchange or ‘non transferable’ derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position arising from an off-exchange transaction or to assess the exposure to risk. Bid prices and offer prices need not be quoted, and, even where they are, dealers in these instruments will establish them and consequently it may be difficult to establish what is a fair price.

4. Foreign Markets – Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. On request, your firm must provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which it will accept liability for any default of a foreign firm through whom it deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

5. Limited Liability Transactions – Before entering into a limited liability transaction, you should obtain from us a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you prior to entering into the transaction. The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of the loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

6. Non-Readily Realisable Investments – We may enter into transactions on your behalf in non-readily realisable investments (investments in which the market is limited or could become limited). Non-readily realisable investments can be difficult to deal in and it can become difficult to determine what is a proper market price for them. Please inform us on the Client Information Form if you do not wish us to buy such investments for your portfolio.

7. Penny Shares – There is an extra risk of losing money when shares are bought in some smaller companies including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up.

8. Collateral – If you deposit collateral as security with Jarvis Investment Management plc through us, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets, which you deposited and may have to accept payment in cash. You should ascertain from us how your collateral will be dealt with.

9. Suspensions Of Trading – Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the specific price.

10. Clearing House Protections – On many exchanges, the performance of a transaction by us (or third party with whom he is dealing on your behalf i.e. Jarvis Investment Management plc) is ‘guaranteed by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if your firm or another party defaults on its duty to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments, which are not traded under the rules of a recognised or designated investment exchange.

11. Insolvency – Your firm’s insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets, which you lodged as collateral and you may have to accept any available payments in cash. On request, your firm must provide an explanation of the extent to which it will accept liability for any insolvency of, or default by, other firms involved with your transactions.

12. Plus Market/AIM - We participates in Alternative Investment Market (AIM) and Plus Market shares all of which carry a higher degree of risk than blue chip investments and there is always the possibility of losing the capital sum invested. Investment should be restricted to the maximum one can afford to lose. These investments may not be suitable for everyone and if you have any doubt regarding suitability please contact your regular investment adviser. AIM and the PLUS MARKET markets are designed primarily for emerging or smaller companies. Both the AIM and PLUS MARKET Rules are less demanding than those of the Official List of the London Stock Exchange. The past is not necessarily a guide to future performance.

13. Investment Trusts - The market value of the shares of an Investment Trust may not reflect the underlying net asset value of the individual investments held by the Investment Trust. Investment Trusts are able to borrow to raise further funds for investment purposes if the fund manager and the board of directors consider that it may be commercially advantageous to do so. This is generally described as “gearing”. An investment trust, which has made investments as a result of gearing, may have a more volatile share price as a result; gearing can increase shareholder returns in rising markets but conversely can increase the extent to which the value of the funds attributable to shareholders decreases in falling markets. The investment may be subject to sudden and large falls in value and may return nothing at all if there is a sufficiently large fall in value in the investment There is no guarantee that the market price of shares in Investment Trusts will fully reflect their underlying Net Asset Value (NAV). As with other investments, transactions in investment trust securities may also have tax consequences and on these you should consult your tax adviser.

11. Risk Warnings – Securities Subject to Stabilisation:

This statement complies with FSA rules.

We may from time to time carry out transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the following explanation carefully.

Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FSA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found.

Stabilisation will be carried out by a ‘stabilisation manager’ (normally the firm responsible for bringing a new issue to the market). As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.

The Stabilisation Rules: limit the period when a stabilising manager may subsidise a new issue; fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as an indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.

12. Charges and Payments for Transactions:

1. Commissions – Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment

2. Our commission charges for Stock Exchange business will be stated on your contract note and will be in accordance with our current tariff, changes will be advised and an up-to-date list is always available on request. We may share charges with other third parties, such as Jarvis Investment Management plc, or receive remuneration from them in respect of transactions carried out on your behalf. We may change our charges by advising you by post.

3. You agree to provide us with funds to cover your transactions and to pay our charges for the service.

4. Payments from you that do not conform to our requirements will not be accepted. We do not accept cheques from third parties. The only exception to this is where we receive a cheque from your husband or wife (as appropriate). This has to be a cheque which bears the same surname as yours, for payment into an account in that surname that you hold with us (whether jointly or with your husband or wife ((as appropriate)), or in your sole name).

5. Payment in full by you to us shall be deemed not to have been made until we have received cleared funds in respect of the full amount outstanding. For this purpose a cheque payment will require 4 days to clear and debit card payments take 2 days.

6. You will at all times remain responsible for paying any and all monies that may be due from you to us as a result of us dealing with your Transaction requests.

7. All Settlement Monies shall be paid by you on or before the Settlement Date. In respect of other sums arising by you our terms of payment are net cash on or before the date specified on your latest Statement of Account.

8. If you do not put us in funds for your transactions or pay us our charges on time, we reserve the right to:

• Levy charges in accordance with our tariff.
• Deduct the monies owing to us from your investments.
• Sell your investments, and if the sale proceeds are not enough to meet our charges you will be liable to us for the difference.
• Apply payments from you or funds realised in the sale of your investments in any order we want. We may use them to discharge our fees and costs before we use the remainder (if any) to discharge the interest that you owe us, our charges and the amount you owe us for any transactions.

13. Client Money:

We do not handle client money. We never accept cheques made payable to us (except in settlement of an invoice for fees) or cash. . All cheques should be made payable to Jarvis Investment Management plc Securities Limited.

We will send you a statement about your funds and investments at least twice a year or annually if you have advised us of this in writing. This will be based upon the mid-price of the investments held at the specified date. You may obtain an up to date statement at any time, which will be chargeable.
You authorize us to deduct our charges from your deposit account.

You may be entitled to interest on funds held on account at Jarvis Investment Management plc, please see these terms for further information, available upon request. We are not liable for the payment of any interest that may be due to you; this is a matter for Jarvis Investment Management plc.

14. Data Protection and Disclosure of Information:

For the purpose of data protection legislation, as amended from time to time, you agree that our associates and we may process personal data relating to you (using computer systems or otherwise) in carrying out our duties under these Terms;

We have certain responsibilities under FSA rules to verify the identity of clients and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and you consent to us passing on such information, as we consider necessary to comply with any reporting requirements.

You agree that we, and our associates, may hold all the information you provide on computer for administration, marketing and risk assessment purposes. We will also disclose your personal information to Jarvis Investment Management plc for the purposes of providing our services to you. We may also disclose your personal information to third party credit reference agencies in order to search their files. Such credit reference agencies will record the search. By signing the Client Information Form, you consent to your personal information being used in this manner. If you do not wish your information to be used for marketing purposes, please inform us accordingly.

We may use store or otherwise process personal information provided by you or us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purpose of credit enquiries or assessments.

The information we hold about you is confidential and will not be used for any purpose except as stated in these Terms. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Information of a confidential nature may be used in the following circumstances:

• where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us (or any associate);
• to investigate or prevent fraud or other illegal activity;
• to any third party in connection with the provision of services to you by us;
• for purposes ancillary to the provision of services or the administration of your account, including, without limitation, for the purpose of credit enquiries or assessments;
• if it is the public interest to disclose such information; or
• at your request or with your consent.

In accordance with the Record Retention Statement below, you will not be at liberty to request the destruction or deletion of any record pertaining to yourself unless we are required to do so by force of law or other regulatory requirement.

Under the Data Protection Act 1998 (the Act) and in order to facilitate our communications with you and our running of your affairs, you consent to our recording relevant personal information on our firm’s computer system and when necessary disclosing such information to third parties in carrying out your instructions. We will supply to you at your request, on payment of a fee, a copy of the data relating to you and will provide you with a description of the data and the purposes for which it is processed, and with details of the source of the data and any potential recipients of the data. In the first instance, you should direct any such request to us. You should let us know if you think any information we hold about you is inaccurate, so that we may correct it.

We may contact you about our products and services which we believe may interest you, unless you informed us in writing that you do not wish to receive this information.

You agree we may record all telephone calls without your specific consent. These recordings shall remain our sole property and you agree that they will be conclusive in the case of any dispute that may occur.

In accordance with the legal and regulatory requirements, we will retain your records, for a minimum period of six years following the termination of any relationship between us. This period may be extended by force of law, regulatory requirement or agreement amongst us.

15. Liability:

1. Unless caused by our fraud, willful default or negligence, we will not be liable to you for any loss suffered by you in connection with these Terms; this includes any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, proceedings and costs.
2. By close of business on the next business day following your instructions we will send you a Contract Note. We shall not be responsible for any loss or damage or depreciation in value of the Account if you fail to promptly notify us that you did not receive a Contract Note or you do not agree with the details on the Contract Note within 7 days of placing an instruction with us.
3. We shall not be responsible for any loss or damage or depreciation in value of the Account or for its failing to produce a return on capital invested howsoever arising except insofar as the loss, damage or depreciation results directly from the fraud or willful default or neglect of the Account manager or by reason of breach of any of the Rules or Regulations.
4. We shall not be responsible for any loss or damage or depreciation in value of the Account resulting from matters beyond our control including, but not limited to, the failure, malfunction or breakdown of telecommunications or computer equipment or the action or inaction of any third party.
5. You acknowledge that the value of, and income from, any investment in the Market may fall as well as rise and you may not get back the amount originally invested.
6. Nothing in these Terms is intended to have the effect of excluding any liability to you, which by law or FSA rules cannot be excluded.

16. Complaints and Compensation:

All complaints should be directed in the first instance to the company Compliance Officer at the following address:  Sapphire Securities, Bourne House, 475 Godstone Road, Whyteleafe, CR3 0BL

We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If, for any reason, you are dissatisfied with our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided in our final response.
We participate in the Financial Services Compensation Scheme and will provide you with details of the cover and protection that the scheme provides you with upon request. Further information is also available from the Financial Services Authority.

17. Amendment:

We reserve the right to alter these Terms at any time. Alterations may be made to make it fairer to you, more easily understandable, correct a mistake, cover a development in the service, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of practice, reflect a change in technology, cover a development or change on our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid. You are deemed to have consented to any alteration that may be effected to these Terms if we do not receive notification otherwise from you, in writing, within the time that the changes were notified to you and their coming into effect.

18. Indemnity:

Unless caused by our fraud, negligence or wilful default, you will upon demand indemnify us against any cost, damage, loss or liability however arising by reason of or in connection with any action taken, or any transaction entered into, by us under these Terms.

19. Termination:

• Either party may terminate this Agreement at any time by giving the other notice in writing, which will be effective immediately.
• Any termination is subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due (which become due and payable immediately). If you request us to re-register or transfer your securities, you will be liable to a fee to cover the cost.
• If you want to close your deposit account and terminate this agreement, you must send us written and signed notification of that.
• Your deposit account will not be closed merely because there is a nil balance or you have sold all of your investments.
• If charges accrue on the deposit accounts, you will still be liable for them and we retain the right to debit your deposit account in the usual way.

We reserve the right to regard an account as dormant and therefore eligible for termination of this agreement if your account fits our dormancy criteria. Please contact us if you require further details of what this means.

If we exercise our right to end or suspend your use of the service we will not be liable for any losses, which may be suffered by you due to a decrease in the value of your investments between the date you purchased, and the date we sold them.

In the case of an individual, this Agreement will terminate automatically when we receive notification of your death.

This Agreement will automatically terminate in the event of the firm entering into insolvency, being convicted of criminal activity or being in material breach of its fiscal responsibilities.

20. Entire Agreement:

These Terms are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. These Terms sets out all the terms and conditions relating to our provision of these services to you subject to any subsequent amendments that may be notified. You agree that if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.

Sapphire Securities, Bourne House, 475 Godstone Road, Whyteleafe, CR3 0BL are an Appointed Representative of First Trade Derivatives Limited who are authorised and regulated by the Financial Services Authority.

FSA Firm Registered Numbers
First Trade Derivatives Limited – 194245
Registered offices:
First Trade Derivatives, Spaces Business Park, Elstow Road, Kempston, Bedford, Bedfordshire, MK42 8PL.