Terms and conditions
1. |
Our Particulars: The full name of our firm is Barratt & Cooke Limited and the address of our principal place of business is 5 Opie Street, Norwich, Norfolk, NR1 3DW. Our registered address is 22 Melton Street, Euston Square, London, NW1 2EP. Registered in England, No. 5378036. Barratt & Cooke Limited will adopt the trading name of Barratt & Cooke in relation to all stockbroking activities. Our telephone number is 01603 624236. Barratt & Cooke is a member of the London Stock Exchange and authorised and regulated by the Financial Services Authority (No.428789). You can check our regulatory status by visiting www.fsa.gov.uk/register. The address of the FSA is 25 The North Colonnade, Canary Wharf, London E14 5HS. |
2. |
Introduction: These Terms & Conditions, together with any Client Agreement Form, constitute the agreement between you and Barratt & Cooke Limited (Barratt & Cooke). These terms are issued to you in accordance with the rules of the Financial Services Authority (FSA) and set out the basis on which our services are offered to you. We would ask that you read and understand these Terms & Conditions carefully. If you have any questions, please contact us. Our aim is to treat you fairly, considering the following issues that affect our relationship with you as our client:
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3. |
Our Services: We will provide discretionary, advisory and execution only dealing services in the following types of investment:
Barratt & Cooke may also provide other services if agreed by us, although these may require a separate written one or two-way agreement. The services we provide will be in accordance with one of the following categories and we will provide investment advice in line with the category indicated on your client agreement.
If you require further details on these categories please contact us. |
4. |
Client Classification: For the purposes of the FSA Rules, we will treat all clients as ‘Retail Customers’ unless otherwise specifically stated in writing. If you wish to be treated as a Professional Customer please write to us. If you are acting as an agent for someone else, we will treat you alone as our client for the purpose of the FSA rules and you will be liable to that person in respect of any transactions carried out. |
5. |
Client Restrictions: Minors are prohibited from holding their own investments and as such cannot utilize our services. Designated accounts may be held for the benefit of a minor, but the account must be operated by a person over 18 years of age. |
6. |
Investment Objectives: (NB Not applicable to Execution Only customers) We will provide advice to you on the basis of our knowledge of your circumstances and the objectives as set out in your Client Agreement Form, subject to any changes notified by you to us in writing. You can select from: Capital growth: Objective is to achieve long-term capital growth. The level of income generated will not be considered as a constraint on the investment decisions. Income: Objective is to produce a desired level of income. Capital growth is not necessarily a consideration and the real value of the portfolio may be eroded. Maximising income may necessitate a higher risk strategy. Balanced return: Objective is to produce a balance between capital growth and income. The income requirement should not erode the potential to maintain the capital value of the portfolio in real terms. If you do not confirm your desired investment objective we shall proceed on the basis of ‘balanced return’. If this is incorrect, or you would like to discuss your investment objectives with us, it is important that you contact us as soon as possible. |
7. |
Attitude to Risk: All investments involve a degree of risk to your capital and before you invest you should carefully consider the level of risk you wish to accept. You should take into account such aspects as, but not restricted to, pension arrangements, other short and long term savings schemes, levels of indebtedness and time horizon. Advisory and Discretionary clients should agree on an appropriate risk strategy through discussion with their Advisor. Low Risk: Fixed Interest Stocks, FTSE 350 Stocks, Investment Trusts and Unit Trusts. Medium Risk: The same as Low Risk plus all other UK quoted Equities and Overseas Stocks quoted on the London Stock Exchange International Retail Service Lists. High Risk: As in Low and Medium Risk plus Unquoted Stocks, Warrants and other Foreign Stocks. If you do not confirm your attitude to risk on the Client Agreement Form, we shall proceed on the basis of ‘medium risk’. |
8. |
Restrictions on types of investment (not applicable to Execution Only clients): Please list on the Client Agreement Form any limit or restriction that you wish to apply. If you do not specify such a restriction, we may recommend to you any investment which falls within any of the categories set out in Section 3 above; but under the FSA rules, we will only be permitted to recommend to you investments which we have reasonable grounds for believing are suitable for you; and we may also be subject to their restrictions under other paragraphs of this letter. It is the client’s responsibility to inform Barratt & Cooke of any changes to their restrictions and limits in writing. |
9. |
Execution Only Transactions: We will not advise you about a particular transaction if we reasonably believe that when you give the order for that transaction, you are not expecting advice. We will deem such orders ‘execution only’ and accept no liability for the merits or suitability of the transaction. In such circumstances, we will inform you that it is being executed on that basis either at the time the order is taken, or in the contract note for your transaction. |
10. |
Contract Notes: We aim to issue a confirmation of your order on the same day as the transaction and in all cases by the close of business on the day following the transaction. The contract note should be checked immediately on receipt to ensure it accurately reflects your instructions. If you do not receive confirmation, please contact our ‘Compliance Officer’. |
11. |
Valuations: If you are an Advisory, Discretionary, Nominee or ISA client we will provide detailed valuations of your investments at six-month intervals (April and October). Discretionary clients may request valuations to be sent every three months, for which there will be an additional charge. Any requests must be made in writing. |
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Communications Between Us: Telephone Calls and Call Monitoring: Unless you notify us to the contrary, it is assumed that you wish us to call you to discuss investments. We will make such calls between 8am and 9pm Monday to Friday. All telephone calls may be recorded and such recording will remain the sole property of Barratt & Cooke. You accept that we may rely on such recordings in the event of a dispute. Instructions All communications between us shall be conducted in the English language. You may give instructions to us by telephone and mail. For any electronic communications we cannot accept any responsibility for failed transmissions or any time delay between the sending and reading of the said communications. Barratt & Cooke accepts no liability or responsibility in the event of any systems failure which prevents the receipt or timely receipt of your instructions, via any of these methods. |
13. |
Limit Orders: In circumstances where clients instruct us to execute an order at a specified price limit or better (a limit order), it may not under certain market conditions be possible to execute that order by the close of business on the day of receipt. We are required to make such orders public ahead of execution, unless we received prior agreement from the client not to do so. We believe that it is in the clients best interest that Barratt & Cooke exercises their discretion as to whether or not to do this. |
14. |
Conflict of Interest: Barratt & Cooke does not hold principal positions or deal on its own account. However, when we give you investment advice or (for Discretionary clients only) arrange a discretionary transaction, we, or a person connected with us, may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned which may give rise to a conflict of interest. This may include: a) Matching your transaction with that of another customer by acting on their behalf as well as yours. b) Buying investments where we are involved in a new issue, rights issue, takeover or similar transaction concerning the investment. Our employees are required to comply with our processes for inducements and a policy of Independence and disregard any such conflicts of interest when making recommendations to you. A copy of our Conflicts of Interest policy is available on request. Where a conflict of interest exists we will disclose such facts to you, or decline to act for you. |
15. |
Aggregation of Orders: We may combine your order with orders of other clients. Combining your orders with those of other clients may result in you obtaining, on some occasions, a more favourable price and on others a less favourable price than if your order had been executed separately. The most common occurrence of aggregation is in very small lots or very large blocks of shares where several clients wish to buy/sell at the same time. |
16. |
Illiquid Investments: From time to time we may recommend an investment we believe is suitable for you, although it is, or may later become, illiquid or not readily realisable. This means that it may therefore be difficult to sell the investment at a reasonable price and, in some circumstances, it may be difficult to sell it at any price. It may also be difficult to obtain reliable information about its value. We will always use reasonable care to execute such a transaction on terms that are fair and reasonable to you, including the price. There is an extra risk of losing money when shares are bought in some smaller companies, including Penny shares, where there is often 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 considerably less than you paid for them. The price may change quickly and it may go down as well as up. |
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Stabilisation: We may make recommendations in securities where the price is subject to ‘stabilisation’. Stabilisation, which is allowed by the FSA, is a price supporting process that often takes place in the context of new issues and similar offerings, including rights issues, in order to artificially maintain the market price. |
18. |
Order Execution: Under FSA Rules we have a duty to achieve the best possible outcome for every transaction we carry out. This will include the price, speed of settlement, type, size and nature of the transaction. A copy of the Order Execution policy is available on request. Client’s signing the client agreement or completing the prior consent form (for Execution Only customers) are consenting to Barratt & Cooke’s Execution Policy. |
19. |
Consent: We are required by the rules of the FSA to obtain your prior express consent for the following: a) Limit orders (please refer to section 13). b) Dealing outside of a regulated market. By signing the account opening document/client agreement and receiving a copy of these terms you will be deemed to have provided this prior express consent. |
20. |
Your Money: In accordance with FSA Rules, any monies held by us on your behalf will be deposited in a client money bank account established with statutory trust status. Your funds will be segregated from those of Barratt & Cooke at an FSA approved bank. Access to the bank account in which we hold your funds will only be via Barratt & Cooke. Any request for a withdrawal must be made in writing to Barratt & Cooke by the applicant (or applicants in the case of a joint account). The balance in the account will be recorded in the half yearly valuations issued by Barratt & Cooke every 5th April and 5th October. Statements will only be sent at other times on written request by the client. |
21. |
Interest on monies held on your behalf: No interest will be paid on monies held on your behalf of less than £500 and/or on any amounts held specifically to settle a transaction. Otherwise capital sums will earn interest not later than one business day after becoming ‘cleared funds’. The rate of interest will be ½ % below Bank of England base rate and never at a rate lower than the bank’s minimum deposit rate. Interest will be credited quarterly. Interest on personal accounts (excluding ISA accounts – see below) will be paid out at least once a year. Interest will suffer deduction of UK Income Tax at the basic rate unless you notify us that you are eligible to receive interest without tax deducted (in which case the appropriate HM Revenue & Customs documentation must be supplied by you and accepted by the bank). The tax deducted will be confirmed in an annual tax certificate issued shortly after 5th April each year. Interest paid on cash on deposit held in a stocks and shares ISA is paid gross but is subject to a flat rate charge of 20%, which is paid by the ISA manager to HM Revenue & Customs. |
22. |
Settlement: You are required to settle all accounts promptly. Unless you notify us to the contrary, we shall assume that: (a) All amounts of every kind which are payable by you to us and vice versa will be settled on a net basis. (b) You will settle your accounts with us under The London Stock Exchange Rolling Settlement System. You agree to settle the full cost of the purchase on settlement date. If you fail to provide such payment within two business days we reserve the right to close the position with liability for any outstanding costs and payments lying with you. We will, wherever possible, but without any obligation use our best endeavours to contact you in advance of closing out such open positions in order that you can make alternative arrangements. If you default in paying any amount when it is due, we reserve the right to charge interest calculated at 10% over base rate per annum on the outstanding balance, with interest charged on a daily basis. |
23. |
Unpresented Cheques: If any cheques drawn in your favour, remain unpresented, we will contact you. However should a cheque remain unpresented for a period of six months or more, for twenty five pounds (£25.00) or less , we will cancel the cheque and pay that amount to a charity of our choice. |
24. |
Our Charges: Our charges will be in accordance with our published schedule. You will be notified of any changes to the fee structure with a 30 day notice period. You will also pay any applicable value added tax, stamp duty and levies associated with the deal. Any fees or charges incurred by us from agents used in the process of dealing on your behalf (eg a bank for currency transactions) plus any applicable tax may be payable by you. This may be taken from any funds held by us on your behalf or, shall be paid by you as stated in the relevant contract note. If we have shared any dealing charge with a third party, that will be indicated on the relevant contract note. |
25. |
Disclosure of Interest: You will be responsible for declaring your interest to a company when your share holding exceeds / falls below certain threshold levels. In accordance with the current legislation Barratt & Cooke accepts no liability if a threshold is breached and the company is not advised of this. |
26. |
Custody of Your Investments (Other than ISA Investments): Investments can be held in your own name, the name of Barratt & Cooke Nominees Ltd or in CREST Sponsored membership. (a) Advisory clients can elect to use our Nominee service. (b) Discretionary accounts must be held in our Nominee service. (c) Investments held in Nominee will be registered in the name of Barratt & Cooke Nominees Ltd, (for certain Charities they will be registered in the name of Barratt & Cooke Trustees Ltd) with a designation individual to you and will be identifiable as separate from the investments of other clients. Securities will be held by an FSA approved eligible custodian, depository or approved bank, in one or more of the following:
(d) Certain foreign stocks which have to be traded as an Aggregated Order (see section 15) will be held in a pooled Barratt & Cooke account (the term pooled refers to investments of the same type being treated as a single holding in the register of shareholders). Pooled investments will be strictly segregated within our internal records. (e) We shall be responsible for claiming and receiving dividends, interest payments and other rights accruing to you. Foreign dividends received in any currency other than Sterling will be converted at the exchange rate published by the London Stock Exchange Daily Official List on the declared pay date, plus the Bank’s currency exchange charge. Whereupon the reorganisation of a Company held in Nominees, cash is received by us and this is of sufficient size to warrant reinvestment, this will be automatically reinvested in the same company where we feel it is the appropriate course of action. This will be done without prior reference to you. If a company issues redeemable shares in lieu of dividend, we will redeem/sell these shares and credit any monies to the specified dividend account. Barratt and Cooke reserve the right to pay any cash fractions which would normally be distributed, under £3, to a chosen charity, of our choice. (f) We cannot undertake to claim on the clients behalf any shareholder perks, which may attach to the investment held by the client. (g) You will at all times remain the beneficial owner of all securities held in this custody service and will remain free of any lien, claim, right of retention, or any right of sale, against any liability on Barratt & Cooke’s account. In the event that you fail to pay any amount due to us in settlement of any transaction including commission, fees or charges we retain the right to withhold delivery or arrange the sale of investments to realise funds for our benefit (see also section 23). (h) Barratt & Cooke does not participate in stock lending. (i) End of tax year information: At the end of each tax year we will send a list of all transactions for the preceding tax year, together with a consolidated tax certificate. We will not be responsible for clients individual tax returns and Capital Gains Tax computations. Clients should refer such tasks to their Accountant. Any income due to you from overseas securities or entities is not payable by us until received and converted into your preferred currency. (j) Custody fees will be charged in accordance with our published schedule. Charges will be made annually each January which can be paid either, by cheque, by selling the smallest holding or from cash held by Barratt & Cooke, as instructed by you. |
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ISA Investments ( ISA Terms and Conditions are additional to section 26 above. Where any discrepancy may arise between these and section 26 these terms shall have precedence). All Investments are held in a pooled account which are strictly segregated in our internal records. a) The Plan Manager is Barratt and Cooke of 5 Opie Street, Norwich, Norfolk - members of the London Stock Exchange. b) Subscriptions can only be made to the “Barratt & Cooke Individual Savings Account” (ISA) in accordance with prevailing HM Revenue & Customs Regulations. c) The ISA Plan will be managed in accordance with the “ISA Regulations” by the ISA Plan Manager under terms agreed between the ISA Manager and the Plan Holder and in the case of any dispute ISA Regulations shall prevail. d) The Plan Manager will invest and manage investments and any cash held in the Plan on instructions given by the Plan Holder (the investor). The Plan Manager will sell any rights issues received in the Plan, if sufficient cash is raised the Plan Manager will use this to purchase further shares in the issuing company. Bonus issues of Warrants and other non-qualifying items will be similarly sold and reinvested. If a company issues redeemable shares in lieu of dividend the Plan Manager will redeem/sell these shares and credit any monies to the Plan Holders dividend account. All transactions will be carried out by the Plan Manager who will charge commission at normal rates subject to a minimum of £2.50. e) Charges:
f) Cash held for a Plan Holder will be held by the Plan Manager in a trust bank account. No interest will be payable on any capital sum below £500 or any accumulated income . g) Investments will be registered in the firm’s eligible custodian. CREST holdings will be held in the name of Barratt and Cooke Nominees Limited, residual and Unit Trusts will be in the name of Barratt & Cooke Nominees Limited, designated ISA but the Plan Holder will be the beneficial owner. However investments must not be used as security for a loan. h) At the request of the Plan Holder the Plan Manager will arrange for the Plan Holder (subject to e) above):-
i) The Plan Manager on the instructions of the Plan Holder and within the time stipulated by the investor, shall transfer an ISA or part thereof, with all rights and obligations of the parties to it, to another ISA Manager or all or part of the investments shall be transferred or paid to the investor. The Plan Holders who decide to transfer their Barratt and Cooke ISA investment to another Plan Manager will be charged a fee (see section e) above). All fees including a pro rata annual fee must be paid prior to the transfer. However no transfer fee will be charged when the investments are sold prior to the transfer. j) The Plan Manager shall notify the Plan Holder if by reason of any failure to satisfy the provisions of these regulations a Plan has or will become void. k) The Plan may be terminated by the Plan Holder giving the Plan Manager written notice requesting Barratt and Cooke either to transfer all investments to the Plan Holder or to sell them and remit the cash to the Plan Holder. All fees including a pro rata annual fee must be paid prior to the transfer of investments. The Plan will close when the final payment is received. l) Barratt and Cooke reserve the right to terminate the Plan by giving three months written notice, upon which Plan Holders will be given the opportunity to choose either to transfer their ISA to another Plan Manager of their choice or to withdraw their investment. Where termination is effected by the Plan Manager, no fees will be charged for transferring the investment to another Plan Manager, but a pro rata annual fee will be charged, together with any normal dealing charges. The Plan Manager will not be liable for any costs incurred by the Plan Holder in transferring to another Plan Manager. m) Dividends will be held pending plan holder’s instructions, paid out 6 monthly on 5th April and 5th October each year or reinvested each six months on 1st May and 1st November. (Dividends and tax recoveries will be reinvested by the Plan Manager by adding to an existing stock held). n) Barratt and Cooke can decide whether or not to accept a particular security into the ISA Plan. o) At the end of each Tax Year the ISA will be merged into one account. Partial transfers to another Plan Manager will then be permitted. p) The Plan Manager shall satisfy himself that any person to whom he delegates any of his functions or responsibilities under the terms agreed with the investor is competent to carry out these functions and responsibilities. q) The Barratt & Cooke ISA is not a C.A.T (Charges, Access, Terms) Marked Product. |
28. |
Corporate Actions: Advisory and execution only clientsshall be ultimately responsible for their own investments with regards: (a) Taking up any rights. (b) Exercising any conversion or subscription rights. (c) Dealing with takeovers or other offers or restructuring. (d) Bonus Issues Whilst we have no legal responsibility for effecting these actions described, we will continue to offer this service on an agreed basis. To the best of our ability we will always act in best interest of the client and expect the client to honour any action taken on their behalf. Clients in Nominee will be advised by ourselves of any Corporate Actions in writing, and must respond within the time stated in the communication. Clients in the Discretionary service have delegated this responsibility to their adviser and therefore need take no action. Additionally, Barratt & Cooke may exercise its discretion in this respect where it appears advantageous to the client. |
29. |
Application of Rules: Nothing in these Terms & Conditions shall prevent us from carrying out our duties in compliance with all applicable rules of the FSA and of the London Stock Exchange or other Recognised Investment Exchange and all other relevant laws, rules, registration codes and practices from time to time applicable to our obligations hereunder and to which these Terms & Conditions is hereby declared subject. Nor shall we be in breach of any of the provisions of these terms where such provisions are or appear to be inconsistent with our compliance with such laws, rules, regulations, codes and practices. |
30. |
Anti-Money Laundering Regulations: The Anti Money Laundering Regulations require financial institutions to verify the identity of their clients. Accordingly we require you to provide us with evidence of your name and permanent address prior to us opening an account for you. It may be necessary to request further information from you in order to fulfil our regulatory objectives. As part of our identity verification process we may share your information with credit reference and fraud prevention agencies to confirm your details. |
31. |
Market Abuse: You agree that you will not deliberately act or by omission commit or engage in market abuse. Market Abuse is defined in s.118 of the Financial Services and Markets Act (2000). Market Abuse is a civil offence for which you can be subject to a fine and ordered to pay unlimited restitution. |
32. |
Data Protection: As a data controller acting under the provisions of the Data Protection Act (1998), we will process information we receive about you, lawfully and fairly. We will not disclose information about you to any third party unless required by law or by the regulations. |
33. |
Your Protection: a) Financial Services Compensation Scheme: In the event of our default you can apply to the Financial Services Compensation Scheme, a sum may be available to you under that scheme up to a maximum of £48,000 (comprising of 100% of the first £30,000 plus 90% of the next £20,000). Further information is available from us, or by visiting www.fscs.org.uk Additionally any monies held by Barratt & Cooke within Designated Client Money accounts for you is also protected up to a maximum of £50,000. b) In addition Barratt & Cooke have significant Professional Indemnity Insurance cover in place. |
34. |
Complaints: If you have a complaint regarding any of our services, please refer the matter in the first instance to our Compliance Manager. Details of our internal complaints handling procedures are available on request. Should the complaint not be resolved within eight weeks, or you are not satisfied with the handling or the outcome, you may refer the matter to the Financial Ombudsman Service, an independent dispute resolution service. Details can be found by visiting www.financial-ombudsman.org.uk |
35. |
Changes: We may amend our agreements by sending you a written notice describing the relevant changes. Such changes will become effective on a date to be specified in the notice which must be at least 30 days after the notice is sent to you. You can amend these agreements by giving us 30 days written notice. Any such amendment which you wish to make will only become effective when we receive a letter from you setting out the amendment concerned and subject to our agreement. It is your responsibility to inform us of any changes to your personal circumstances which may lead us to offering a different service. |
36. |
Termination: You are entitled to terminate these agreements by giving us immediate written notice, as may we by giving you immediate written notice. No penalty will become due from either you or us in respect of the termination of these arrangements; however, we may require you to pay any reasonable costs for transferring your investment to your new investment adviser. Termination of these agreements will not affect any outstanding transactions or legal rights or obligations already incurred. |
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Jurisdiction: The terms of this Agreement shall be governed by and construed in accordance with English law and subject to the non-exclusive jurisdiction of the English Courts. |
38. |
Limitation of liability/indemnity: You agree to indemnify us and any persons connected with us against any expense, charge or liability incurred by us under these terms and conditions except in the case of negligence, fraud or wilful misconduct by us or a person connected to us. This shall not exclude or restrict any duty or liability which we have to you under the rules of the FSA. Additionally for Nominee clients you will indemnify us and our agents from and against any and all claims, proceedings, damages, loss and liability made or undertaken against or suffered or incurred by us in our capacity as Nominees or custodian hereunder (including, without limitation, any liability to taxation anywhere in the world) except in so far as the same arises as a result of our negligence or willful default. You agree that you have the necessary authority to enter into these terms and conditions and that any orders or instructions that you give us are, and will be, binding on you. |
39. |
Force Majeure: We will not be liable for any claim, loss, damage expense or costs resulting from any cause beyond our control, including but not limited to: an act of God, fire, act of Government or state, war, civil commotion, act of terrorism, or failure of computer systems. |
version 1.3 19/06/09