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Home  Terms & Conditions
Bishopsgate Capital (Stockbrokers) Limited
TERMS OF BUSINESS FOR RETAIL CUSTOMERS (where appropriate)
1 Scope and Application of these Terms
2 Capacity
3 Authorisation
4 Authorised Instructions
5 Conduct of Business
6 Charges
7 Contract and Confirmation Notes and Statements
8 Limitation of Liability
9 Indemnity
10 Power to sell or close out
11 Setoff and lien
12 Confidentiality
13 Agents
14 Force majeure
15 Termination
16 Telephone recording
17 Data protection
18 Use of the internet
19 Derivative instruments
20 Compliance
21 Notices
22 Amendment
23 Complaints
24 Third Parties
25 Money Laundering Prevention
26 Governing Law and Jurisdiction
27 Derivatives Risk Disclosure Statement
1 Scope and Application of these Terms
1.1 These Terms shall apply to all Transactions entered into with you the customer (where ‘Customer shall be defined as contained in the CoB rules of the FSA hand book and as may be amended from time to time ) by Bishopsgate Capital (Stockbrokers) Limited (“ ‘Bishopsgate’, ‘we’ or ‘us’”). Bishopsgate is registered in England and Wales with company number 05828866. Bishopsgate’s registered office is 1 Conduit Street, London W1S 2XA and its principal office is 8-11 New Street, London EC2M 4TP. Bishopsgate is authorised and regulated in the United Kingdom by the Financial Services Authority (“FSA”).with number 453195.
1.2 Unless otherwise stated in the relevant contract or confirmation note or otherwise expressly notified to you, in executing transactions, Bishopsgate acts as agent for the Customer.
1.3 Terms defined in the FSA Handbook have the same meaning in these terms.
1.4 Bishopsgate authorisation includes services for investing in shares, securities, venture capital trusts, contracts for differences, futures and options. The services are available for all recognised or designated investment exchanges.
2 Capacity
2.1 If you are acting on behalf of any other person when transacting investment business with us, to the extent permitted by the FSA Rules (the “Rules”) Bishopsgate will continue to treat you alone (rather than any other such person) as its Customer for all purposes and in relation to all obligations, and you will be liable as such. This applies even if you act on behalf of a person whom you have identified to us.
2.2 If you act as agent, (and Bishopsgate has agreed to you acting in an agency capacity) we shall proceed on the basis that you have undertaken all necessary steps to verify the identity of your principal to comply with any local regulatory or legal requirements.
3 Authorisation
3.1 On a continuing basis you represent and agree that:
(a) In any investment business carried on by Bishopsgate for or with you pursuant to these Terms you are acting either as principal or agent; and
(b) you have and will have full power and capacity, and in the case of a trustee you have and will have full power and capacity under the relevant trust deed(s), to enter into and perform your obligations and to confer on us such authorities as are necessary so that these Terms will be binding on you; and
(c) any of your investments which we or our agent hold on your behalf pursuant to these Terms are or will be beneficially owned by you free from all liens, charges, encumbrances other than those which may arise in our favour, or in the case of a trustee or investment manager you represent that you have obtained a representation of beneficial ownership from the beneficial owner and that the beneficial owner has authorised you to deal with such investments; and
(d) You will obtain and comply with the terms of all authorisations, consents and approvals of any government or other regulatory body necessary to enable you to perform under these Terms, and shall provide us with copies of such consents and approvals as we may reasonably require.
3.2 You undertake that if in relation to any transaction carried out pursuant to these Terms you are acting as agent for another then:
(a) You have and will have full power and capacity to enter into and perform your obligations; and
(b) In so doing, you are expressly authorised by your principal to instruct us in relation to any such transaction; and
(c) You and/or your principal will be jointly and severally liable, each as if a principal, to us in respect of all obligations and liabilities to be performed by you pursuant to and in respect of any such transaction.
4 Authorised Instructions
Bishopsgate shall be entitled to rely on, and treat as binding, any agreements, orders or instructions Bishopsgate reasonably believes to be by or from you or your agent(s) (whether received by telephone, telex, facsimile, electronic mail or in writing or as otherwise agreed between the parties from time to time) which Bishopsgate has accepted in good faith. Bishopsgate may refuse to follow your instructions if, in Bishopsgate’s opinion, compliance therewith would be contrary to any applicable law, rule, regulation, regulatory requirement, or market or code of practice or to do so would, in Bishopsgate’s bona fide opinion, be unreasonable in the circumstances. If Bishopsgate declines to follow your instructions it shall, subject to applicable law, promptly notify you but shall have no liability for any expense, loss or damage you incur by reason of any omission so to do.
5 Conduct of Business
5.1.1 OVERVIEW OF BEST EXECUTION REQUIREMENT. MiFID's best execution regime requires Bishopsgate Capital to take all reasonable steps to obtain the best possible result for clients, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to order execution. In order to comply with the overarching best execution requirement (above), Bishopsgate Capital will ensure that appropriate (execution) policies and/or arrangements are effectively implemented for the carrying out of all orders. Bishopsgate Capital however are not under an obligation to obtain the best possible result for each individual order; rather we will apply our (execution) policies to each order with a view to obtaining the best possible result in accordance with the (execution) policy.
5.1.2 BEST EXECUTION POLICY. This policy is intended, in as clear a way as possible to demonstrate how Bishopsgate Capital operates and provides best execution as often as is possible.
5.1.3 EXECUTION VENUES. We may execute your order by one of, or a combination of, the following methods:
directly on a Regulated Market of which we are a member: or
with third party investment firms, brokers, and/or affiliates, with whom we have entered into an agreement for handling Orders for Regulated Markets, Multilateral Trading Facilities (MTF), Systematic Internalisers, market makers and other liquidity providers.
Where we have obtained your prior express consent, outside a Regulated Market or MTF
5.1.4 EXECUTION FACTORS. The decision of which Execution venue/clearer is used for any one trade will be reached based on price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of an order. This decision may be influenced by the firm’s own fees and commissions. When executing an order the firm will generally treat price as the highest priority for ensuring best execution. In order to calculate the price the firm will pay due attention to the ‘total consideration’. This is represented by the price of the financial instrument and the costs related to execution, which must include all expenses incurred by the client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.
5.1.5 EXECUTION CRITERIA. When executing a client order, we will take into account the following criteria for determining the relative importance of the execution factors above:
1.the characteristics of the client including the categorisation of the client as retail or professional;
2.the characteristics of the client order;
3.the characteristics of financial instruments that are the subject of that order;
4.the characteristics of the execution venues to which that order can be directed.
5.1.6 SELECTING AN EXECUTION VENUE. The following methodology will be used when selecting an execution venue for an Order.
Subject to proper consideration of the execution criteria and execution factors referred to above, we will choose where we believe we can trade to the best advantage (or at no disadvantage to) for you. When dealing on a regulated market or a Multilateral Trading Facility (MTF) we will select the execution venue that we consider the most appropriate
5.1.7 SPECIFIC CLIENT INSTRUCTIONS. The firm can take specific instructions from a client which may override this policy however the firm may not induce any client to do so. If a client chooses to give specific instructions to the firm then the firm will attempt to provide best execution as far as is possible. However this may prevent the firm from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions.
5.2 AGGREGATION. Bishopsgate may combine orders affected on your behalf with the orders of other customers or the orders of Bishopsgate or its affiliates. This may on some occasions operate to your advantage and on some occasions to your disadvantage. You agree that where we enter into a number of transactions over a period to fulfil a single order we shall be entitled to use a uniform price being the weighted average of the prices so obtained. If we are treating you as an intermediate customer and not market counterparty you agree that we may complete the allocation of investments under the order within five business days (as defined in the Rules), otherwise there is no limit on such period. You agree that we do not need to notify you whether we will be acting as principal or agent before we execute a programme trade.
5.3 CUSTODY. Bishopsgate is not authorised to arrange or provide safe custody services for your investments, but if this becomes permissible, then it will be the subject of a separate agreement.
5.4 SETTLEMENT. Bishopsgate’s obligation to settle any transaction or to deliver any securities purchased by the Client is conditional upon receipt by Bishopsgate on or before the due date for settlement (or satisfactory confirmation of such receipt by Bishopsgate’s settlement agent) of all necessary documents and/or funds and/or securities due to be delivered by the Client or on his behalf on such date.
5.5 RESEARCH. All advice, recommendations and research provided to you by Bishopsgate (in any form including via the Internet or World Wide Web) are prepared from and based upon sources which Bishopsgate believes to be reliable but the accuracy of which cannot be guaranteed. Any opinions given by Bishopsgate reflect the judgment of Bishopsgate at the date given. In accordance within the Rules, Bishopsgate will exercise due skill, care and diligence when preparing its advice, recommendations and research. However, Bishopsgate accepts no other responsibility or liability whatsoever for any advice, recommendations or research provided to you in accordance with these Terms and you should conduct your own investigation and analysis of any such information. Any research publications are issued by Bishopsgate for private circulation to its customers and may not be reproduced, distributed or published by you for any purpose except with Bishopsgate’s written permission. Before Bishopsgate publishes a written recommendation or piece of research to one or more of its Customers, Bishopsgate may have acted upon it or used it (or the conclusions which it expressed or the research and analysis on which it is based). Bishopsgate shall be under no obligation to you to see that any advice given to you takes account of any research which is being carried out for Bishopsgate or otherwise with a view to assisting its or your trading activities. Bishopsgate shall be under no obligation to see that any advice or information Bishopsgate gives to you is given either before or at the same time as it is made available within Bishopsgate or to any other customer of Bishopsgate.
6 Charges
6.1 Bishopsgate shall charge you fees and other charges calculated on such basis as may have been agreed between Bishopsgate and you or, in default of any such agreement on such basis as Bishopsgate considers reasonable, together with any applicable taxes. Bishopsgate may charge for dealing for longer dated settlement. Bishopsgate on your request will notify the amount of any such charge to you.
6.2 Any charges due to Bishopsgate (or agents used by Bishopsgate) plus any applicable value added tax (or overseas equivalent) shall be paid by you as stated in the relevant confirmation note or advice and may be set off by Bishopsgate against any payment due from Bishopsgate to you.
6.3 You agree that Bishopsgate may share dealing charges with one or more of its connected companies or other third parties, or receive remuneration from them in respect of transactions carried out on your behalf. In addition you agree that if Bishopsgate deals on your behalf it may do so with or through its connected companies on their normal terms on an arm’s length basis and such connected companies may retain any resulting fees or profits.
6.4 If you default in paying any amount when it is due, Bishopsgate may require that you pay Bishopsgate interest at a rate equal to the prevailing effective cost of funds to Bishopsgate from time to time in the relevant currency as determined by Bishopsgate and notified to you in writing.
6.5 You will be responsible for the payment of any tax and any brokerage fees, transfer fees, registration fees, stamp duty and all other liabilities, charges, costs and expenses payable or incurred by Bishopsgate in connection with its services to you hereunder.
7 Contract and Confirmation Notes and Statements
7.1 After it has executed a Transaction, Bishopsgate shall confirm details to the Customer (which confirmation note may be in electronic form or made available on a website, in which case such electronic form shall have the same effect as if served on the Customer in written hard copy).
7.2 You hereby agree that, to the extent permitted by the Rules, you do not require, and we are under no obligation to send to you, a periodic statement for the purposes of the Rules or otherwise.
8 Limitation of Liability
8.1 Neither Bishopsgate nor any of Bishopsgate’s directors, employees or agents shall be liable for any loss suffered by you, unless such loss is caused by negligence, wilful default or fraud of the party sought to be made liable.
8.2 Bishopsgate shall not be liable for any loss or expense you incur by reason of any reasonable delay or change in market conditions before any particular transaction is effected.
8.3 However, the provisions in this section 8 shall not exclude or restrict any duty which we have in relation to you under the Rules or any liability which we may incur under the Financial Services and Markets Act 2000 or under those Rules in respect of a breach of any such duty.
9 Indemnity
9.1 You hereby irrevocably and unconditionally agree to indemnify or reimburse Bishopsgate and its agents on demand, and keep Bishopsgate fully and effectively indemnified (whether before or after termination of these Terms) from and against any and all acts, proceedings, claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or assessed against Bishopsgate as a direct or indirect result of Bishopsgate acting under these Terms including (without limitation) Bishopsgate entering into any transaction with or for you, or acting upon any instructions received from you, in respect of which you or any counterparty or bank do not make good and timely delivery or payment save where Bishopsgate is negligent or in wilful default.
9.2 References in this section 9 to ‘Bishopsgate’ include references to any director or employee of Bishopsgate.
10 Power to sell or close out
10.1 At any time after termination of Bishopsgate’s arrangements with you in accordance with Section 15 below or after Bishopsgate has determined that you have not performed or that you are unlikely to perform any of your obligations to Bishopsgate, Bishopsgate may, without reference to you: -
(a) Treat any or all outstanding transactions as having been immediately cancelled and terminated, and/or
(b) Exercise the power of sale over investments held by Bishopsgate or Bishopsgate’s nominee companies or another custodian to the order of Bishopsgate; and/or
(c) close out replace or reverse any such transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, in its absolute discretion, Bishopsgate considers necessary or appropriate to cover, reduce or eliminate Bishopsgate’s loss or liability under or in respect of any transaction, position or commitments undertaken for you; and/or
(d) if any outstanding transactions are non-cash settled transactions, determine the market value of those transactions as Bishopsgate in its absolute discretion thinks fit and attribute to those transactions a cash settlement amount to be due and payable; and/or
(e) Take any other steps (whether or not similar to the above) which Bishopsgate may consider to be necessary to meet any obligations which you have under these Terms or otherwise to protect Bishopsgate’s position.
10.2 Any cost of (or losses incurred in) effecting section 10.1 (a), (b), (c), (d) or (e) above or in effecting any related transactions will be for your account.
10.3 The provisions in this section 10 are without prejudice to the provisions of section 11 below and, for the avoidance of doubt, apply even in the circumstances referred to in section 11.3 below.
11 Setoff and lien
11.1 Bishopsgate shall be entitled at any time to retain or make deductions from, or set-off amounts or credit balances which Bishopsgate owes to you (for example, in payment for any investments bought by Bishopsgate from you or sold by Bishopsgate on your behalf) or is holding for you (either directly or through a custodian and on whatever account) in order to meet any liabilities which you may have incurred to Bishopsgate or Bishopsgate may have incurred on your behalf under these Terms (including the indemnity referred to in section 9 above and any liabilities or costs incurred when exercising rights under section 10 above (Power to Sell or Close Out) or section 15 below (Termination).
11.2 For the avoidance of doubt, the provisions of section 11.1 above shall apply to the proceeds of any sale or closing of a position, or other sum arising, under section 10 above.
11.3 If Bishopsgate has reason to believe that you may be unable or unwilling to perform any outstanding obligations under these Terms and notifies you accordingly in writing or if (being an individual) you become or are declared bankrupt or insolvent or (being a company or partnership or other unincorporated entity) you go into administration or liquidation or become insolvent or wind yourself up or resolve to do so, or a petition for your winding up is issued or an administration order is made in relation to you (or an analogous event occurs under the law of any jurisdiction) all of your obligations hereunder shall be automatically accelerated so as to require payment delivery or other performance by you hereunder at the time you receive such notice or such event occurs.
11.4 Any of your securities or other property held by Bishopsgate shall be subject to a general lien in Bishopsgate’s favour in respect of any outstanding amounts due and payable from you to Bishopsgate.
11.5 In addition, Bishopsgate shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Bishopsgate in such manner as Bishopsgate may determine.
12 Confidentiality
12.1 You undertake to keep all information you receive in connection with these Terms confidential, and not to disclose any such information to any third party except as permitted under these Terms or as required or permitted by law or applicable regulations.
12.2 Bishopsgate undertakes to keep all information it receives in connection with business transacted pursuant to these Terms confidential and not to disclose any such information to any third party except as permitted under these Terms or as required by law or applicable regulations. You hereby agree that Bishopsgate may disclose to the FSA and to any other regulatory authority to which Bishopsgate is subject and to any securities, options or futures market or exchange on which Bishopsgate may deal or to the related clearing house of any such market or exchange (or to investigators, inspectors or agents appointed by them) or to any person empowered to require such information by or under any legal enactment any information they may request or require relating to you or if relevant any of your or Bishopsgate’s dealings with or for you or any customer.
12.3 The obligations set out in sections 12.1 and 12.2 above shall not apply to any information which (i) at the time of disclosure is in the public domain; (ii) after disclosure comes into the public domain for any reason except as a result of a breach of the undertakings in this section 12; (iii) was lawfully in the receiving party’s possession prior to disclosure; or (iv) is subsequently received from a third party without obligations of confidentiality.
13 Agents
Bishopsgate may employ agents in connection with any services provided in accordance with these Terms on such terms as it thinks fit.
14 Force majeure
Bishopsgate shall not be in breach of its obligations under these Terms if there is any total or partial failure of performance of Bishopsgate’s duties and obligations occasioned by any act of God, fire, act of government or state, act of terrorism, war, civil commotion, insurrection, embargo, inability to communicate with third parties for whatever reason, failure of any computer dealing or settlement system, prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken delivery or payment by any bank or counterparty or any other reason (whether or not similar in kind to any of the above) beyond Bishopsgate’s control.
15 Termination
15.1 Both Bishopsgate and you are entitled to terminate these Terms by giving the other party written notice at any time. Termination shall be effective either immediately on actual or deemed receipt (in accordance with section 21.2) or at any later time specified in the notice.
15.2 Any authority given to Bishopsgate to advice or deal with or for you shall be irrevocable until these Terms are terminated pursuant to this section and shall continue in force despite any event which might otherwise terminate them (whether or not referred to in this section) until Bishopsgate has actual notice of such event.
15.3 Termination will not affect any outstanding transaction or order or any legal rights or obligations which may already have arisen or may arise from the settlement or fulfilment of any outstanding transaction or order (including any obligation to reimburse or indemnify Bishopsgate or to pay for any investments acquired by Bishopsgate on your behalf or sold by Bishopsgate to you). You are required to settle outstanding transactions by delivery and/or payment and to pay any fees or commissions accruing to Bishopsgate immediately on termination, failing which Bishopsgate may exercise the rights and remedies referred to in sections 10 and 11.
16 Telephone recording
In order to assist Bishopsgate in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, Bishopsgate will make and keep a sound recording of telephone conversations. Bishopsgate’s recordings shall be and remain the sole property of Bishopsgate and will be accepted by you as conclusive evidence of the orders, instructions or conversations so recorded. You agree that Bishopsgate may deliver copies or transcripts of such recordings to any court, arbitrator or regulatory authority.
17 Data protection
You hereby consent to Bishopsgate using and processing any information relating to you, including holding such information in an electronic database. Subject to the provisions of section 12, this information may be disclosed and used by Bishopsgate unless specific written instructions to the contrary are received from you.
18 Use of the internet
18.1 Information, advice, recommendations and research may be provided to you by Bishopsgate over the internet particularly via Bishopsgate’s sites on the World Wide Web (together the “Bishopsgate Internet Sites’).
18.2 You acknowledge that the internet is not a secure medium for communication of sensitive information. Also, Bishopsgate will not be responsible for any delay in receipt by you of any information on Bishopsgate Internet Sites and any use of Bishopsgate Internet Sites by you shall be at your risk.
18.3 For some of Bishopsgate Internet Sites you may only be permitted access to those sites if you, or members of your staff, have been issued with a password. Where this is the case, you shall keep, and shall procure that you or your employees keep, any password issued to you or your employees by Bishopsgate secure. You shall not and shall procure that your employees shall not disclose the password to any third party or any other person in your organisation and the password shall not be stored anywhere on a computer in plain text. As soon as you are aware that the password has become known to any unauthorised user, you will inform Bishopsgate immediately.
18.4 You shall, when accessing the Bishopsgate Internet site, comply with any laws or regulations relating to the internet or the World Wide Web which are or may in the future be issued by any applicable governmental or regulatory authority.
19 Derivative instruments
If you wish Bishopsgate to enter into transactions with you in derivative instruments you may be required to provide margin to Bishopsgate by way of security for the performance of your obligations under such transactions and to enter into additional agreements specific to those transactions. These Terms together with any additional agreements shall, together, govern the terms of the particular derivative transaction. If and to the extent that there is a conflict between these Terms and any such agreement the latter shall prevail. Please also refer to the Derivatives Risk Disclosure Statement in clause 27 below.
20 Compliance
Notwithstanding any other provisions of these Terms, all transactions effected by Bishopsgate with or for you under these Terms shall be subject to the Financial Services Authority rules and the rules of any other regulatory authority to which Bishopsgate is subject and to the dealing, settlement and other applicable rules or (if Bishopsgate considers it appropriate) the customs of the market or exchange (if any) on which the transaction is effected.
21 Notices
21.1 Bishopsgate may rely on any instructions, notices or requests of any person who is or is believed by Bishopsgate in good faith to be a person designated or authorised by you to give them.
21.2 Any instructions, notices or requests to be given by you or Bishopsgate shall, subject to any express provision of these Terms, be given or notified in writing and shall be served by hand or by being sent by pre-paid post to the address set out at the head of the letter accompanying these Terms and addressed to the Compliance Officer in the case of Bishopsgate and to the address to which these Terms have been sent in the case of the Customer or as otherwise notified by one party to the other from time to time. Any such communication is deemed to be received on the fifth day (not including Sundays or public holidays) after the date of posting.
22 Amendments
Bishopsgate may amend these Terms by sending to you a written notice describing the relevant variation, modification or alteration of any of these Terms. Such variation, modification or alteration of any of these Terms will become effective on the date specified in the notice which will be at least ten business days after the date upon which the notice is sent to you (unless it is impracticable in the circumstances for us to give you that much notice). No variation, modification or alteration or notice of termination (in accordance with section 15) will affect any outstanding order or transaction or any legal rights or obligations which may already have arisen between Bishopsgate and you.
23 Complaints
In the event that you are dissatisfied with the service which you receive under these Terms you should contact your representative in the first instance or, if you do not wish to do this, our Compliance Officer, who will deal with your complaint in accordance with Bishopsgate’s complaints handling procedure. All complaints will be responded to as soon as possible. If you are not satisfied with our response you may refer to the Ombudsman.
24 Third Parties
Other than an affiliate of Bishopsgate, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
25 Governing Law and Jurisdiction
These Terms are governed by and shall be construed in accordance with English law. Bishopsgate and the Client irrevocably and unconditionally submit to the non-exclusive
26. Risk Warning General
Bishopsgate considers you to be acting for your own account, and to have made your own independent decisions to enter into any transaction. You are not relying on any communication (written or oral) of Bishopsgate as investment advice or as a recommendation to enter into any transaction: it being understood that information and explanations related to the terms and conditions of a transaction shall not be considered investment advice or a recommendation to enter into that transaction. No communication (written or oral) received from Bishopsgate shall be deemed to be an assurance or guarantee as to the expected results of that transaction and you are assumed to be capable of assessing the risks of any transaction entered into with Bishopsgate. Bishopsgate does not therefore; accept any fiduciary or other responsibility for advising you on the merits or suitability of any transaction. Accordingly and unless subject to the terms of an express undertaking, Bishopsgate does not accept any responsibility, in negligence or otherwise, in respect of any representations or other statements made to you in connection with any transaction or proposed transaction. In particular, this statement cannot be construed as assessment or advice.
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