UK Execution-Only Service Agreement Effective from 31 December 2020 Welcome to Davy UK Thank You for Choosing Davy UK
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UK Execution-Only Service Agreement Effective from 31 December 2020 Welcome to Davy UK Thank you for choosing Davy UK. We look forward to working with you to achieve your objectives. This booklet includes the Execution-Only Service Terms and Conditions, the Risk Disclosure Statement, the Best Execution Policy, the Conflicts of Interest Policy, the J & E Davy Custody and Administration Terms and Conditions, the J & E Client Asset Key Information Document, the ISA Terms and Conditions and the Scale of Fees and Charges (together, the ‘Agreement’). Certain obligations under this Agreement will be performed by J & E Davy (UK) Limited and others by J & E Davy, together referred to in this Agreement as the ‘Davy Parties’. Please refer to section 2 for further details. It is important that you read this Agreement carefully as it sets out the basis on which the Davy Parties will act and our aims in acting for you. You and we are bound by this Agreement; it applies to our relationship and Services generally. This Agreement should be read in conjunction with any other product/ service documentation provided to you, as certain products and Services have their own additional and specific terms and conditions. Where there is any inconsistency between this Agreement and the specific terms and conditions of a particular investment product or service, the provisions of those specific terms and conditions will apply. This does not affect clause 4.19 of this Agreement, ‘Liability’, which will always apply. 2 Davy | UK Execution-Only Service Agreement If you do not understand any point covered within this Agreement, or require additional assistance for example large print, audio option or further explanation of individual clauses within this Agreement, please contact us for further assistance in accordance with clause 4.21 of this Agreement. Davy UK reserves the right at all times and at our absolute discretion not to provide Services or open an Account, or to terminate the Agreement in accordance with clause 4.14. We would ask you to read this Agreement carefully and retain it for your records. Effective 31 December 2020 3 Content UK Execution-Only Service Agreement 1 Definitions 5 2 About us 8 3 Investment Research & Other Investment Related Information 11 4 Terms and Conditions 13 5 Scale of Fees and Charges 47 Appendices Appendix 1 - Risk Disclosure Statement 56 Appendix 2 - Davy UK’s Best Execution Policy 64 Appendix 3 - Information About Davy UK’s Conflicts of Interest Policy 71 Appendix 4 - J & E Davy Custody and Administration Terms and Conditions 75 Appendix 5 - J & E Davy Client Asset Key Information Document “CAKID” 87 Appendix 6 - Davy UK’s Individual Savings Account (‘ISA’) Terms and Conditions 94 Appendix 7 - The Davy Group Privacy Notice 101 4 Davy | UK Execution-Only Service Agreement Section 1: Definitions 1.1 In this Agreement: Account means your Execution-Only Requirements as amended from time to Account, including an ISA Account; time; Additional Permitted Subscription Client Asset Statement means a or ‘APS’ is an additional subscription periodic transaction statement sent to allowance given to the spouse or civil you; partner of a deceased ISA holder to the value of the ISA(s) held by the deceased Close of Business means 5:30pm with an ISA Manager on their death; Monday to Friday inclusive on a Business Day; Administrator means J & E Davy or another administrator appointed by us Custodian means J & E Davy or another on your behalf in accordance with clause custodian appointed by us on your behalf 2.2; in accordance with clause 2.2; Affiliate means any holding company or Custody Account means the record its subsidiary within the Davy Group of of the securities held for you by the companies and also includes any person Custodian; whose business relationship with Davy UK or a Davy Group company might Davy Group means J & E Davy Holdings reasonably be expected to give rise to a and its subsidiary companies; community of interest which may involve a conflict of interest in dealings with Davy Parties means J & E Davy and J & third parties; E Davy (UK) Limited; Business Day means a normal business Davy Private Clients UK means the day, excluding Saturdays, Sundays and trading name of J & E Davy (UK) any public holidays in the UK or Ireland; Limited referred to as ‘Davy UK’ in this Agreement; Client means a person, including a body of persons or unicorporate, who has Davy Related Party means each of signed up to this Agreement to whom the Davy UK’s shareholders, subsidiaries, Davy Parties are providing Services; affiliated entities or any person, firm or body corporate under its control or Client Asset means client funds under common control or their respective and client financial instruments/ directors, officers, agents, employees, investment instruments as defined in advisers, representatives or any associated the Central Bank of Ireland’s Client Asset entities; 5 Davy UK means J & E Davy (UK) Limited; signed by you in order to open an ISA Account; E-Signature means an electronic signature within the meaning of the ISA Manager means a person authorised Electronic Communications Act 2000 by HM Revenue and Customs to act as a and which is provided by a reputable manager of Individual Savings Accounts eSignature software provider; (‘ISAs’) under the Individual Savings Account Regulations 1998 (SI 1998 No. Event of Default means one of the 1870), as amended; events listed in clause 4.16 of this Agreement; ISA Terms means the terms and conditions applying to your ISA as set Execution-Only means a service level out in Appendix 6; where you give orders to buy or sell non- complex financial instruments on your Joint Account means a joint account as own initiative and receive no investment defined in clause 4.2.4.1; advice or assistance from us; all orders are called ‘Execution-Only’ orders or Limit Order means an instruction to trades. Execution-Only Services are either buy or sell a security at a specified provided by telephone. Various Account price. In the case of a purchase order, types may be offered; investors typically use Limit Orders to enable the purchase of the security at or FCA means the Financial Conduct below the desired price. In the case of a Authority (the UK financial regulator) and sale order, investors typically use Limit any successor body; Orders to prevent the security selling below the desired price. As set out in FCA Rules mean the rules, principles clause 4.3.4(ii); and guidance made by the FCA or any successor body, including but not Loss and Losses means a liability, loss, restricted to the FCA Handbook as damage, cost, claim, charge, demand and amended from time to time; expense of any kind; ISA or ISA Account means an Account Market Order means an instruction to set up and managed in accordance buy or sell a security at the current with the Individual Savings Account market price, in accordance with clause Regulations 1998 (SI 1998 No. 1870), 4.3.4(i); as amended from time to time (‘ISA Regulations’) in accordance with the ISA myDavy means the secure area of the Terms set out in Appendix 6; Davy Group website where Clients may access their Account online; ISA Application Form means the application form, transfer in application Retail Client means a Client that has form or APS application (as appropriate) been categorised as a retail client by 6 Davy | UK Execution-Only Service Agreement Davy UK and who meets the criteria for that category set out in the FCA Rules; Risk Disclosure Statement means the document appended to this Agreement containing non-exclusive details on the nature and risks of different categories of investments; Scale of Fees and Charges means the fees and charges information in section 5 of this Agreement; Service(s) means any of the services provided by Davy UK and outlined in the relevant Service and Fees Schedule; Termination means termination of this agreement and your Account in accordance with clause 4.14.3 of this Agreement; Any reference in this Agreement to ‘you’ and ‘your’ includes any Joint Account holder, your personal representatives and successors. Unless specified otherwise, any reference to ‘Davy UK’, ‘we’, ‘us’ and ‘our’, means J & E Davy (UK) Limited and includes our successors and assigns. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. 7 Section 2: About us 2.1 Services Provided by J & E Davy (UK) Limited J & E Davy (UK) Limited will provide your Execution-Only Service. This means we will receive your investment instructions in accordance with this Agreement and transmit them to J & E Davy for them to be carried out (see below). J & E Davy (UK) Limited is not authorised to provide custody services to you or to hold your money. J & E Davy (UK) Limited will not accept or handle cash in any circumstances. Money for the purposes of your transactions under this Agreement must be transferred to the Custodian. We can facilitate this for you. If you open/hold an ISA Account, Davy UK will also be your ISA Manager. The terms under which Davy UK provides an ISA Account to you are set out in its separate ISA Terms and Conditions, provided at Appendix 6 of this Agreement. 2.1.1 Regulatory Status J & E Davy (UK) Limited, referred to in this Agreement as ‘Davy UK’, (registration number NI028952) is a wholly owned subsidiary of J & E Davy Holdings. J & E Davy (UK) Limited is authorised and regulated by the Financial Conduct Authority (‘FCA’) and entered on the FCA Register under firm reference number 172140.