Terms and Conditions

These are valid until 1 May 2024 when the updated Terms and Conditions come into effect. From 1 May 2024, the following Terms and Conditions will apply.

Things you need to know

This information provided by Shares App Limited (we, us or Shares) (together with our privacy policy and notice, which can be found on the Shares App website) tells you about us and the legal terms and conditions and the risks that apply to our services. A glossary of defined terms we use is set out at the beginning of our Shares.io Trading Terms.

Please read this Important Information (and the Shares.io Trading Terms which follow) carefully and make sure you understand them before signing up to use the Shares App. You will be asked to agree to these Shares.io Trading Terms before you access the Shares App. If you do not accept these terms you will not be able to use our services.

You should also refer to our Risk Disclosure (in Appendix 1) and our Regulatory Disclosures. Please read them carefully before you open your Account and submit any Orders. If you have any questions or doubts about any of the content of this Important Information and our Shares.io Trading Terms, you should seek independent professional advice.

We may amend our Shares.io Trading Terms from time to time as set out in Section 5 
of these terms. Please check these terms periodically to ensure that you understand 
the terms and conditions which apply. You may request a copy of these Shares.io Trading Terms from us at any time by using the in app chat function.

About Shares and the Shares App

Shares means Shares App Limited, a wholly owned subsidiary of Shares SAS. 
No services will be provided to you by Shares’ parent entity. Shares is an appointed representative of RiskSave Technologies Ltd (RiskSave) which 
is authorised and regulated by the Financial Conduct Authority (FCA) (reference no. 775330). Shares App Limited is not directly regulated by the FCA but is permitted to carry on certain services for which RiskSave accepts regulatory responsibility.

How to contact us?

You can contact us via the Shares in app chat function. Further information is provided 
in Section 5 of our Shares.io Trading Terms.

No Advice

Shares offers a non-advised (execution-only) order transmission service in shares and fractions of shares (fractional shares). We do not offer any advice or provide you with any recommendations regarding the suitability or appropriateness of any Investments. When providing our services, we will not assess the suitability or appropriateness of any Investment or service for you. As a result, you will not benefit from the protection of the FCA's rules on assessing appropriateness. Although we may from time to time provide you with factual information about Investments, this information is not, and should not be interpreted as, advice. You are solely responsible for the decisions made in relation to all Orders submitted via our platform. If you are uncertain as to whether an Investment is appropriate for your individual circumstances or needs you should seek independent professional advice.

Potential risks of using the Shares App

Shares provides clients with the ability to buy and sell various Investments on a non-advised (i.e. execution only) basis, and transmits those orders to an Execution Broker via the Shares App.

Trading financial Investments involves an element of risk. The value of your investment may fall as well as rise and you may get back less than your initial investment, and in some cases, you may lose your entire initial investment. Past performance of an Investment is not an indication of its future performance. Further details on the risk of trading in shares through the Shares trading account and app are set out in our Risk Disclosure in Appendix 1. Before using the Shares App to submit Orders in relation to Investments, you should consider whether you have understood the risks detailed in Shares.io Trading Terms and the Risk Disclosure. The risks set out in our Risk Disclosure do not represent all the risks involved when using the Services that we provide to you under this agreement, there may be additional risks to you and your capital both currently and in the future and is not intended to be 
a comprehensive explanation of the key risks. If you have any questions or concerns 
about any of the content of this agreement or any of our other agreements or notices, 
you should seek independent professional advice before using the Services.

Transmitting your Orders

We will not execute your Orders ourselves, but transmit them to the Execution Broker, who will be responsible for execution. We cannot control the execution of your Orders once we transmit them 
to the Execution Broker and there is no guarantee that either we or the Execution Broker will accept 
your Order.

\Your Order might not be accepted if it gives rise to too much risk for the Execution Broker or if trading 
is no longer available or is suspended in the Investment your Order relates to.
The Execution Broker will require you to enter into a standalone contractual agreement that will govern your interactions with the Execution Broker. Shares is not a party to any such agreement and has no control over its content.

You can only cancel an Order if we and / or the Execution Broker consent to it, and you cannot cancel an Order once it has been executed. This means it is important to ensure that you enter the details of your Order correctly and that you are willing and able to enter into a binding commitment to buy or sell an Investment when you submit your Orders.

Relationship with the Payment Provider

In order to open an Account with Shares, you will also need to open an Electronic Money Account. We refer to this as the 'Shares Electronic Money Account'. The Shares Electronic Money Account is provided by a third party Payment Provider and you will have a direct relationship with the Payment Provider. 

You should note that your Shares Electronic Money Account is not a bank account.  Accordingly, any funds in your Shares Electronic Money Account is not client money within the meaning of the FCA rules; nor does the UK’s Financial Services Compensation Scheme apply to it. It will constitute an e-money balance held for you by the Payment Provider and you will have a direct claim against the Payment Provider in respect of your e-money in accordance with the Payment Provider's customer terms.

The operation of the Shares Electronic Money Account and your relationship with the Payment Provider is set out in further detail in these terms and in Appendix 2.

Custody of your Investments

We will not hold your Investments after you buy them.  The Execution Broker will be responsible for safeguarding your Investments.

Tax

Various tax regimes may apply to your trading in Investments depending on your personal tax status and the rules and regulations in force from time to time. You have the sole responsibility of determining the relevant tax impact to your trading and you should consult an appropriate professional advisor if you have any questions or doubts in this regard. Shares does not provide tax advice.

Your finances

You should ensure that your personal finances are suitable for engaging in the buying and selling of Investments, and that you have the ability to bear any losses that may arise from your trading activity. You should not rely on being able to generate profits to pay down or relinquish any credit or financing you have arranged for the purposes of buying and selling Investments. You should not enter into any borrowing agreements in order to fund your purchase of Investments via the Shares App.

Voting rights

Although Investments can often have rights to dividends and, in certain instances, the right to vote on certain matters at general meetings of the issuing company, you should not assume that you will be able to exercise these rights. The payment of dividends by a company is not guaranteed and you may not have the opportunity to exercise any voting rights attached to those Investments.

Legal and Regulatory Changes

Changes to current legislation and regulations could give rise to changes in the price of Investments, which could impact your profits or losses. The impact of such legal and regulatory changes can be material and unexpected, and may impact certain companies, markets and jurisdictions more than others.

Shares.io Trading Terms

This document forms the basis of the agreement between you and us, Shares App Limited (us, Shares or we) relating to the provision of certain execution only order transmission services by us to you in the Investments offered via the Shares App.  Where we provide additional services to you, those services will be governed by our other terms as appropriate. These Shares.io Trading Terms will apply to you from the date that you open your Account through the Shares App when you will accept Shares.io Trading Terms through the Shares App.

Organisation of these Shares.io Trading Terms

To help you more easily understand these Shares.io Trading Terms, our Shares App and our relationships with third parties for delivering our trading services we have set them out in the following sections.

Glossary

Throughout these Shares.io Trading Terms, we use certain capitalised terms that have specific meanings as detailed below:

Account: This is the Shares trading account you open with us in your name through which you will submit Orders via the Shares App.

Base Currency: The currency of the country you live in, GBP for UK residents.

Execution Broker: This is a third-party broker or brokers that we arrange to execute your transactions and provide you with custody.  Information about the current Execution Broker(s) your and our relationship with them is set out in Appendix 3.

FX Provider: This is the suitable foreign exchange provider, selected by Shares to carry out foreign exchange as needed to settle Orders, pay dividends or carry out other actions in accordance with these Shares.io Trading Terms. 

Investments: These are the financial investments available via the Shares App for which you may submit Orders.

Market Order: An Order to buy or sell a specified number of Investments immediately during Market Hours at the best available price at that point in time.

Market Hours: The Market Hours are 9.30-4pm Eastern Standard Time.

Order: This is an instruction from you via the Shares App to buy or sell an Investment or Investments.  We pass this to the Execution Broker.

Payment Provider: This is the suitable FCA authorised electronic money issuer and payment service provider, selected by Shares from time-to-time, that provides you with your Electronic Money Account for the purposes of funding your trades through the Shares App.

Positions: Your Positions are the Investments that you hold as a result of the Orders that you have submitted via the Shares App which have been executed.

Professional Client: This is a type of client that satisfies certain criteria set out in the FCA rules.

Recurring Buy Orders: Market Orders to buy a specific Instrument regularly over a period of time defined by you. 

Retail Client: This is any client that is not a Professional Client and is not otherwise categorised as another type of client.

Shares App: This is our mobile application through which we will provide to you our order transmission services and Account and other services from time to time.

Sponsor: Our Sponsor is the principal firm who are regulated by the FCA under who we are an appointed representative.

Electronic Money Account: This is the e-money account opened with the Payment Provider which you must use to pay for your trades and to receive any profits or other funds deriving from the closing of your Positions. We may refer to this as the “Shares Electronic Money Account” because we are making it available to you but we do not provide it as we are not an e-money issuer.

Trade: A completed buy or sell Order which has been filled.

Trading in Investments through our Shares App

Your client categorisation

As required by applicable law, we will categorise you as a specific type of client when providing order transmission services through the Shares App. We will treat you as a Retail Client.

Scope of our services

As already described in the Important Information above,  Shares services do not involve us providing any investment advice as to the merits of a particular Investment or whether any particular Investment is appropriate for you. We will not provide you with any investment, legal, tax or other form of advice; nor can you request any such advice from us, and any decision to acquire or sell an Investment is solely yours and we are not responsible for such decisions.

We do not sanction the use of Shares App by any individual to provide advice to other users. This includes users in a “Friend” group and any information included in “watch lists” created by different users.  You should not take any statement, activity or information that a Shares App user makes available to you as a personal recommendation or a suggestion to trade in any Investment through the Shares App.
Your Orders

An Order is an instruction from you to either buy or sell a particular Investment which is made via the Shares App.  We currently provide Market Orders (including Recurring Buy Orders) via the Shares App.   Other types of order, such as limit orders, may become available in future and we will update these Shares.io Trading Terms when this takes effect.  At that time we will decide what types of Orders that we are prepared to make available to you and accept via the Shares App.

Shares will only transmit your Orders to the Execution Broker for execution.  This means that the Execution Broker will handle the execution of your Orders, selecting the suitable market venue or counterparty and how and when to do so.

Execution of your Orders

If your Order is accepted by us, we will transmit it onto the Execution Broker for execution or onward transmission for execution. It is important for you to note that we are not responsible for the execution of the Orders that you submit via the Shares App but we have a duty to act in your best interests when we transmit your Order to another entity such as the Execution Broker for execution or onward transmission. 

We are responsible for ensuring that any entity which we have selected for execution or onward transmission takes all sufficient steps to deliver the best possible result to our clients on a consistent basis. Please refer to our Order Handling Policy for more information for how we have selected an Execution Broker and why we consider that it (or they) enables us to act in your best interests when transmitting Orders to them.  By opening an Account, you are deemed to consent to our Order Handling Policy which explains in more detail how we appoint an Execution Broker and how your Orders are executed.  

You should be aware that an Execution Broker may not be a UK authorised person but an SEC registered broker dealer and a member of FINRA.  If so, it will be subject to different legal and regulatory requirements to Shares and to UK authorised executing brokers.  The way the Execution Broker will execute your transactions should comply with the laws and regulations applicable to it in its home jurisdiction and it is not subject to the FCA rules (although broadly similar rules apply in the United States). Further information on your rights and responsibilities and the services provided by the Execution Broker is set out in Alpaca’s s customer terms you accepted when you signed up to the Shares App. These can be found here.  

Submitting and cancelling Orders

Orders may only be submitted via the Shares App. Orders must relate to the Investments that are available via the Shares App from time to time. We have sole discretion as to the Investments that we make available to you via the Shares App.

We will provide you with the indicative prices of the relevant Investments that you can buy or sell via the Shares App, but we do not create these prices and we have no control over them as they are provided to us by your Execution Broker.

It's important to note that by submitting an Order, you are entering into a binding commitment to buy or sell an Investment. You may only cancel or withdraw an Order before that Order is executed within the limitations of the Execution Broker, and only with our prior consent, which we will not unreasonably withhold. Because of this, you should double-check to make sure that, before you have submitted any Order you:

- have input the correct values;

- are certain that you wish to go ahead with that Order;

- understand how the Shares.io Trading Terms apply to that Order;

- are willing and able to bear the risk of any potential loss associated with that Investment; and

- you understand the risks of investing in that Investment.

Acceptance of Orders by us and the Execution Broker

We, and your Execution Broker, have the final say on whether or not an Order submitted by you is accepted. If we or the Execution Broker reject an Order, we will not have to explain to you why that Order has been rejected, but we will notify of the rejection. 

Your Execution Broker also maintains various risk limits and tolerances that govern whether or not it will accept an Order, and we have no control over such procedures and trading restrictions.

Orders may also be rejected by the Execution Broker or not submitted by us for reasons relating to:

- trading restrictions imposed by regulators on certain Investments;

- trading restrictions imposed by the Execution Broker on us; or

- trading restrictions imposed by  RiskSave, our sponsor, on us.

- You not having sufficient funds in your Shares Electronic Money Account to pay for that Order, or if the acceptance of an Order would breach a limit that we have placed on your Account.

Recurring Buy Orders

You may elect to automate your submission of certain Markets Orders by submitting Recurring Buy Orders. 

In addition to being subject to the same conditions as any Market Order, Recurring Buy Orders are subject to the additional following conditions:

- You must define in the Share App the time period of time over which the Recurring Buy Order is placed and repeated (available time periods are provided in the Shares App);  

- If the market is closed on a day/date on which a Recurring Buy Order has been set for execution, the Recurring Buy Order will be created and transmitted onto the Execution Broker for execution or onward transmission for execution on the immediately following day on which the market is opened;

- All Recurring Buy Orders will be created and transmitted onto the Execution Broker for execution or onward transmission for execution within 45 minutes to 1h15 after the market opens, in which the Instrument being the subject of the Recurring Buy is traded, opens; 

- If your Shares Electronic Money Account does not hold a sufficient balance to pay for a given Recurring Buy Order (including any fees and/or charges applicable to such Order), this particular Recurring Buy Order will be skipped but this will not affect the following scheduled Recurring Buy Orders. 

Cancellation of Orders/Positions

There may  be instances where we or the Execution Broker are required by a third-party to cancel your Positions. In such circumstances, we will seek to notify you of any such request and you agree that you will use all reasonable endeavours to cooperate with us and, to the extent necessary, the Execution Broker to comply with any such request relating to the cancellation of your Positions, including in relation to the taking of all actions that may be communicated to you by us to comply with any request from a third-party in relation to your Positions.

No short selling

The Shares App cannot be used to go short on an Investment i.e. sell an Investment that you do not already own in anticipation that the price of that Investment will fall, allowing the sale of an Investment at a higher price and giving the opportunity to buy that Investment back in the market at a lower price at a later stage, with the profit being the difference between the higher and lower price.  To sell an Investment via the Shares App, you must have previously acquired that Investment by submitting an Order to buy that Investment via the Shares App which was subsequently executed.

Price slippage

Due to the inherent nature of a moving market, indicative prices can change, sometimes rapidly and significantly, and it may not be possible to execute at the price shown on the Shares App before you place your Order.   “Price slippage” means that the price at which you submitted your Order may not be the price at which your Order is in fact executed.   In some circumstances, your Order may be executed at a "better" price and in other circumstances it may be executed at a "worse" price than the price quoted to you via the Shares App. If your order is executed at a "worse" price than the price of the Investment at the time you submitted the Order, we have no liability to you to provide you with the difference in those prices.

Reporting to you

You will be able see in the Shares App on a real time basis what Orders have been executed for your Account by the Execution Broker and therefore what you hold in your portfolio of Investments.  

We will not provide you with individual contract notes for each transaction in Investments, because we will arrange for your Execution Broker to do so or provide the Execution Brokers’ contract notes to you via the app where they are available to download.  These will be made available as soon as possible and in any event no later than the first business day following receipt of the contract note from the Execution Broker.  You can ask us for an update on the status of your Order at any time- by contacting us via the in-app chat function

Shares will not be responsible for any reports or other information provided by the Execution Broker to you.  Any inaccuracies or omissions will be the sole responsibility of the Execution Broker.

The Execution Broker may provide to you  (or we may provide to you on behalf of the Execution Broker)  with separate communications and reports under your customer terms with that firm, including periodic reports on your client asset and any cash balances (e.g. monthly reports) as required by applicable law and regulation.

Valuations

The indicative valuations of your Investments will be provided to you in sterling applying mid-market rates supplied by the FX Data provider together with the indicative pricing of the Instruments supplied by our Execution Broker. The mid-market rate is defined as the average rate between the bid and offer rates agreed upon when conducting a foreign exchange transaction. Valuations will be updated on a near real time basis.

Acting as principal

You must act on your own behalf and for your own account in relation to all Orders submitted by you, meaning you are the person that will buy or sell the Investment. You cannot submit Orders on behalf of others.

Insolvency or suspension of trading in companies invested in through the Shares App

Where your Investment represents an ownership interest in a company, if that company becomes insolvent, the ability to trade those Investments may be restricted, and the price of your Investments may fall, which could result in you losing all the money you paid for those Investments. In these circumstances, the relevant Investments will be dealt with in accordance with appropriate insolvency procedures maintained by the third-party responsible for safeguarding your Investments, which is the Execution Broker. You should also be aware that if trading in an Investment is suspended or if that Investment is no longer listed on a relevant trading venue, this may affect your ability to sell that Investment and may result in action being taken to close out your Position. 

Custody of your Investments

Once the Execution Broker has executed your Orders, any Investments you bought will be held in accordance with your customer terms with the Execution Broker and subject to the applicable law and regulation for custody in its jurisdiction.  Shares will not be responsible for safeguarding your Investments (or your cash).

We will take care in appointing the Execution Broker to act as your custodian and execution service provider but we are not liable to you for any loss or damage caused to you by the actions of the Execution broker, save where such loss or damage arises as a result of our fraud, wilful default or negligence. 

Investments purchased by you outside the Shares App cannot be transferred into your Account.

If there are any dividend payments made on your Investments that are due and payable to you, the Execution Broker may hold such sums as permitted under its customers terms. We shall procure that your  Electronic Money Account is credited with the value of any such dividends as soon as the funds become available to us by the Execution Broker. We will endeavour to make this payment to you as soon as possible and where possible within 24 hours. By agreeing to these Shares.io Trading Terms, you are expressly instructing us to instruct the Payment Provider or FX Provider to convert electronic money arising from dividend receipts in US Dollars into Pounds Sterling at the rate prevailing on the day the US Dollar credit is received and to credit your Electronic Money Account accordingly.

Corporate actions

Corporate actions are handled by our Execution Broker, for voluntary corporate actions where there is a right that may normally be available to you the broker will have ultimate discretion. Their terms will apply and should be referred to. Corporate actions will be displayed in the app once executed by the Execution Broker.

Death of a Shares App Account holder

If you die, we will suspend your Account as soon as we can once we are notified about your death by a person with due authority and necessary evidence. The value of your Positions, and any funds remaining in your Shares Electronic Money Account, may form part of your estate and, subject to our receiving appropriate confirmation from an appropriate representative responsible for the management of your estate, we may act on the instructions given to us by such representatives. We are not liable to you for any loss or damage incurred by you in relation to your Positions whilst we await instructions from any of your representatives. This agreement between us on these Shares.io Trading Terms shall continue in full force and effect after your death, until such time as your Account is closed and the agreement between us on these Shares.io Trading Terms is terminated.

Paying for and receiving profits from your Orders- your “Shares” Electronic Money Account 

Your “Shares” Electronic Money Account

To open an Account to trade in Investments through the Shares App, you must also open an Electronic Money Account.   Shares is not an electronic money issuer or provider but arranges for you to obtain the Electronic Money Account from the Payment Provider and so we sometimes refer to this account as your Shares Electronic Money Account.  This account is limited to use in connection with our Shares App.  If you stop using our Shares App the Electronic Money Account will be closed as it is only available to you as an active Shares App user.

The Electronic Money Account and related payment services are provided to you by the Payment Provider on the terms of its customer terms and conditions.  Further detail on the relationship with the Payment Provider and how your money is held is set out in Appendix 2. Your e-money credited to the Electronic Money Account is held by the Payment Provider as further described in the Payment Provider terms provided to you.  You should refer to the customer terms and conditions of the Payment Provider for more information.

You should note that your Shares Electronic Money Account is not a bank account and accordingly any money in that account is not client money within the meaning of the FCA rules; nor does the UK’s Financial Services Compensation Scheme apply to it.  

You should familiarise yourself with the disclosures made in the Payment Provider’s customer terms you have accepted which explain more about the Electronic Money Account and how it will be used to make payments in connection with the Shares App.

How to pay for Shares App Orders

Before placing an Order you will need to put your Electronic Money Account in credit.

You can load money into your Electronic Money Account by:

- sending money from a UK bank account in your name to the Payment Provider via Plaid and OpenBanking (Bank top-up);

- topping up your Electronic Money Account by a debit card in your name linked to a UK bank account (i.e. a bank account held with a bank or branch of a bank located in the UK) (Card top-up); or

- such other methods as are available under the Payment Provider’s current customer terms and conditions.

You can do this via the App by providing an instruction to top up your Electronic Money Account or by using the Card top-up process.

When using Bank Top up, you may only add funds to the Electronic Money Account from a UK bank account that is held in your name. If you attempt to add funds from an account in the name of a third party, your payment will be rejected by the Payment Provider. When using Card-top-up, you may only add funds from an eligible card in your name.

Repeated attempts to add funds to the Electronic Money Account from an account or card in the name of a third party or a non-eligible card will be considered a serious and persistent breach of these Shares.io Trading Terms and we may close your Account and terminate these Shares.io Trading Terms in accordance with the Termination and Suspension section of these Shares.io Trading Terms.

The Payment Provider will issue you with electronic money on receipt of your funds.  The electronic money credited to your Electronic Money Account will be stored and can later be redeemed and used to pay for your Orders.  

You can top your Electronic Money Account up with a balance for future transactions or you can top up in anticipation of particular transactions as and when required.  You should note that if you fund your Electronic Money Account before carrying out transactions or with more funds than you are likely to need in the short term for transactions you will not receive any interest as you might in a bank account so you might lose out on interest.  You will not earn any interest or accrue any other benefit on electronic money that is held in the Electronic Money Account.

When you submit an Order to buy an Investment, an estimate of what you would have to pay for the Investment (it is estimated because of the need for a currency conversion) plus any Shares or Execution Broker fees and charges is immediately earmarked in your Electronic Money Account.  The exact amount is then payable when the Order is executed. You acknowledge and agree that we are authorised to give instructions to the Payment Provider in respect of the settling of transactions in Investments on the Shares App by instructing the transfer of funds from your Electronic Money Account so as to effect payment for your Orders if we need to. This may include any additional amounts required to settle trades in the event an Order is ultimately executed at a different price to the indicative price quoted i.e. in the event of a market move following transmission of an Order.   

Further detail on how payments are instructed is set out in Appendix 2.

How proceeds of sale of an Investment will be credited to  you

If you sell an Investment and there are proceeds due to you from that sale, we will ensure that your Electronic Money Account is credited with the value of those profits which are received from the Execution Broker. However, you should be aware that, whilst your profits may be credited to your Electronic Money Account, you will not be able to withdraw those proceeds until such time the transaction arising as a result of your Order to sell the relevant Investments has settled. In most underlying markets, settlement of the Investments available via the Shares App typically occurs within two trading days.

Fees and charges for transactions on the Shares App

Further details of applicable fees and charges which are levied for transactions in Investments are provided in our Shares Costs and Charges policy. Fees and charges will only be applied for Orders which have been transmitted by us and then either executed or transmitted for execution by the Execution Broker.

Currency conversion and other costs

As set out in “Custody of your Investments” above, by agreeing to these Shares.io Trading Terms, you are expressly instructing us to instruct the Payment Provider or FX Provider to convert electronic money arising from dividend receipts credited to your Electronic Money Account in US Dollars into Pounds Sterling at the rate prevailing on the day the US Dollar credit is received.

In addition to any fees and charges we apply as above, you will also be liable for the costs of any currency conversion and for any relevant fees imposed by the Execution Broker or any US person such as the SEC, FINRA or a relevant venue.

The currency in which the Order should be executed is determined by the currency in which the Investment is traded on the relevant market (e.g. US dollars for trading in US stocks and fractional shares).

Setting up and using your Shares App in general  

Functionality of the Shares App

The Shares App is designed to offer our clients a fast and efficient service and we will keep the design of the App under review and change its features when we think appropriate to better meet our and our client’s trading and social investing aims. The features of the Shares App and the way it works may change and so our explanations and information for your reference are provided outside these Shares.io  Trading Terms in our “How to” guides and FAQs which can be accessed through the Shares App and on our website.

Secure access to your Account

When you open an Account with us through the Shares App, we will agree with you, secure methods of identification for your use of the Shares App.  This may include personal pin codes and passwords.  We may also let you choose face identification or touch identification on your phone.

You must not allow anyone to access the Shares App on your behalf. You must treat it as confidential; the secure identification methods such as pins and passwords and any other piece of information agreed with us to authenticate your access to the Shares App when your Account is set up.  You must not transfer these to any third party.

If we become aware or suspect that you are affected by fraud or an operational security incident, some or all of the functionality of your Account may be limited until such time that the suspected incident is resolved.

If you believe that your account has been compromised or do not recognise activity on your Account, you should immediately contact us using the in app chat function. 

Restrictions on using the Shares App

Your use of the Shares App must at all times comply with these Shares.io Trading Terms.  

You are not permitted to use any algorithms or electronic trading programs or systems in connection with your submission of Orders via the Shares App.  You are not permitted to engage in copy trading or day trading and you must not provide investment advice, portfolio management services or any other type of service which requires you to be authorised by a regulator.

Account in your sole name

We don't allow you to share your Account with another person, and the Account must only be in your name. You are solely responsible for ensuring the safe keeping of any passwords or security credentials connected to your use of your Account and the Shares App as above and we are not responsible for anything that happens on your account as a result of a person accessing your Account because you didn't keep your password and security credentials safe. Unless you have informed us otherwise, we are entitled to treat every action taken via your Account as an action authorised and undertaken by you.

Information we provide through the Shares App

We may provide you with various market data and other information about Investments to enhance your use of the Shares App. This market data may include historical data about prices of Investments, industry and sector trends and analysis on various companies and Investments. One of our providers of market data is Intrinio Inc. (Intrinio) who provide stock metrics which will be displayed to you through the Shares App. 

Past performance is not a reliable indicator of future performance. In no circumstances should any of this information be construed or interpreted as us giving you advice or providing you with a recommendation of any kind. We do not take any responsibility for the accuracy or completeness of any market data or other such information provided to you via the Shares App, including by Intrinio Inc., and we are not liable to you for any actions taken by you or not taken by you as a result of your use of any such information.

Information we require from you

To apply for an Account you must provide us with such information about you as  we request, so that we can identify you, verify your identity and conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks and any other names list checks required of us by law or regulation or to meet our risk based financial crime procedures (including our anti-bribery and corruption controls). 

The evidence we use as part of our Shares App onboarding process will usually be collected electronically, but as we are required to keep your account under review we may later ask you for additional information and evidence in such form as we reasonably require to manage our risk in connection with your Account.  We may, in particular, be required to carry out enhanced due diligence in certain scenarios and this may require you to give us more information and records, e.g. about the source of your wealth or bank funds or your links with politicians.  You authorise us to make the enquiries we reasonably think we need to verify your identity and manage financial crime and fraud risk.  Information collected from you will be shared with the Payment Provider as required to enable you to open an Electronic Money Account and by signing these Shares.io Trading Terms you authorise us to share such information with the Payment Provider. 

You authorise us to make enquiries, whether directly or through third parties, that we reasonably consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. 

You acknowledge and agree that you will provide us with all information which we may reasonably request of you from time to time for the purposes disclosed above and that we may make and hold a record of this information as required by applicable law. 

You also acknowledge that the Execution Broker may also request additional information for you for the purposes of conducting its own identity and verification checks in accordance with applicable law.  In particular, when trading in US shares via the Shares App, the Execution Broker may need to conduct more extensive due diligence and require more identity documentation than it does for US resident customers.  You will be required to provide and keep in force an appropriate Form W-8 and certify this as required by the Execution Broker.  We will first obtain this from you as part of our onboarding process for the Shares App

Since we need personal information about you to ensure that we are acting in accordance with the law and regulations that extend to us and our Sponsor, the information you have given us must be kept up to date.  So please tell us as soon as there is a change in information that identifies you (such as your name, address, bank, mobile phone number or address in particular) or if any document you have provided is or becomes false, inaccurate or incomplete.  If you don’t, you may not be able to access the Shares app or use your Account. Data provided to us will be handled in accordance with our Privacy Policy.

We may now or in future be required by applicable law and regulation to obtain certain information on your knowledge and experience of certain Investments prior to your instructing an Order to determine, or to allow the Execution Broker to determine, in those circumstances whether or not such Investments are appropriate for you. We will inform you and request such information from you as we deem necessary in order to perform an appropriateness assessment. You acknowledge and agree that you will provide all such information as may be reasonably requested by us for the purposes of us, or the Execution Broker, conducting such assessment. If you do not provide such information, we are under no obligation to execute any Orders in such Investments and we may refuse to do so.

In order to satisfy our own obligations in relation to the Orders you may submit and the Positions you may maintain with the Execution Broker, you agree to provide us with all such information as we may reasonably request. This information will, among other information, typically include your National Insurance number, your passport number or your taxation reference number, or equivalent.

You acknowledge and agree that we are entitled to disclose information about you and your Orders and Positions as may be required under applicable law.   Any information we obtain about your Orders and Positions as a result of your use of the Shares App shall be our sole and exclusive property.

Availability of the Shares App

Whilst Shares aims to make the Shares App available to you on a continuous basis, we cannot guarantee that the Shares App will be available to you continuously, meaning there may be instances where you cannot submit Orders and monitor your Positions. 

We may modify, suspend or discontinue, temporarily or permanently, the Shares App with or without notice.  We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance or change the way we offer the Shares App including without limitation the structure, specifications, look and feel, navigation, features and other elements of the App or any part of it.  We will not be liable to you for any modification, suspension or discontinuance of the Shares App.

We will not be liable to you for any loss or damage which arises from the Shares App being unavailable, save where it is our fault. Where the Shares App is unavailable as a result of scheduled or urgent maintenance work, we will try, where practical, to give you advance notice of that unavailability so you can plan around it.

It is your responsibility to ensure that you are able to access the Shares App from an appropriate device. You should be aware that connectivity to the Shares App may vary depending on your internet or network connection, and if you have a poor or weak connection, you may not be able to submit Orders and monitor your Positions with the same speed as you would otherwise be able to with a stronger connection.

How we deal with personal information about you 

Shares App Limited  is committed to protecting and respecting your privacy.

By using the Shares App and our services, you acknowledge that Shares will collect, use, process and disclose your personal information (including your name, contact details and account details) in accordance with Shares' privacy policy and notice, which is available here. This may include transferring your personal information outside the UK. Where this occurs, we will take all reasonable steps to make sure that your personal information is handled securely and in line with our privacy policy and data-protection laws.

If you would like more information about how Shares collects, uses, processes and discloses your personal information, please contact us through the Shares App or by sending an email to dpo@shares.io.

Information about and terms regarding  Shares social investing channel/s

Social investing channels and guidelines

When you open an Account, you will have access to use our Shares social investing channel/s.  These allow clients using the Shares App to trade in Investments to share information with each other and with us.  

When you post content and messages using our Shares social investing channels through the Shares App you will need to follow our Social Channel Guidelines.  The Social Channel Guidelines tell you the type of posts that are allowed and are not allowed and how you should behave.  Our Social Channel Guidelines set outs guidance on:

- when you view postings and messages using our Shares social investing channels by others, whether these are public or limited to posting and messages of your Shares App “Friends”; and

- when you post and messages using our Shares social investing channels.

Third party content

We, Shares, are not responsible for the accuracy or authenticity of any postings or information posted by users of the Shares App using our social investing channels.

No advisors to use the social investing channels

We do not permit any person to use the Shares social investing channels to conduct or procure business as a financial advisor or portfolio manager.  

No person should message others or create watch lists or otherwise use our social investing tools and channels by way of business, including to make personal recommendations to others.  Persons in a Friend group on Shares should not take the posting of positive messages, including pictorial GIFS to each other in relation to dealing in Investments as recommendations to them personally.

You should not make investment decisions based on information provided by individual traders (who may be anonymous or unidentifiable), such as details of the trades they make or any opinions expressed by them.

Inappropriate posts and messages

Our Shares social investing channels and messaging tools should not be used to share inside information or other inappropriate information.  

When you post information you:

- must make sure that all content you post belongs to you or that you have a right to post that information and that you do not violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticize any person or entity;

- will be liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any content that you post; 

- must not post any personal or security information about yourself, your Account, or about anyone else or their Account, 

- must not try to obtain the personal or security information of someone else; 

- must not provide investment advice, portfolio management services or any other type of service which requires you to be authorised by a regulator; 

- you must not post that Shares or any other third party (or its group) endorses or warrants your content; 

- you must not advertise or promote another business or service, or any type of commercial content including spam; and 

- you must not post anything which is abusive, inciteful, defamatory, harassing, insulting, sexually explicit, offensive, racist, rude, hateful, threatening, violent, or illegal.

Review of social investing channels

We will, at our discretion and subject to applicable law,  review and monitor  and/or moderate messaging and posting activity through the Shares App. If you breach any of the above rules or our guidelines, we may exclude you from the Shares App  on a permanent or temporary basis.

We may also be required by applicable law to tell regulators or government authorities about a breach of these terms and our guidelines  and help them in any investigation.

Our relationship

Contacting each other

If you need to speak to us, or if we need to speak to you, in relation to any matters arising out of or in connection with these Shares.io Trading Terms, we will do so via the messaging functionality, chat bot or other facility available to you  in the Shares App from time to time. We may also use the email address you provide to us when creating your Account to send you documents or other information.

We may record and monitor telephone conversations that we have with you. We will store recordings in accordance with applicable law, and / or for as long as we consider necessary to be able to provide the Shares App to you.  This will be for a minimum of 5 years and potentially longer if requested by the FCA.

Electronic communication

You confirm that you are happy to receive communications, reports, contract notes and other information from us, including our policies (such as our Order Handling Policy) electronically via email or via the Shares App or where relevant, our website where it meets the necessary requirements on us to deliver information to you in a “durable medium”.

If conflicts of interest arise

Our Conflicts of Interest Policy or a summary is provided here for your reference.  It describes some of the actual or potential conflicts of interest which may arise and provides our policy about how these are managed.  We will update our policy from time to time on the Shares App and/ or on our website and you may request the latest policy summary from us at any time. If we have a conflict then we will manage it to ensure that it does not affect the transactions in Investments we carry out for you. If we consider that we cannot adequately manage a conflict we will let you know and we may need to take action, which could include ending your use of the Shares App.

Your acknowledgements, representations and warranties

When you apply to obtain an Account and then on each occasion you place an Order you acknowledge, represent and warrant that:

You are eligible to open an Account and have capacity to do so; you must be at least 18 years of age to do so

You act on your own behalf and not on behalf of someone else;

Information and documents you provide to us are true, accurate and not misleading;

You will not upload or transmit any malicious code to the Shares App or otherwise use any electronic device, software, algorithm and/or dealing method or strategy to manipulate any aspect of the Shares App platform.

You will not engage in any market abuse  (including market manipulation and  insider dealing when you have inside information about a company in which you are investing) or encourage others to do so, whether within the social channels of the Shares App or otherwise.

Market manipulation for this purpose means using the Shares.app alone or with others to try and artificially inflate or deflate the price of a publicly traded Investment or otherwise influencing the behaviour of the relevant market for personal gain.  Insider dealing means, broadly, trading in or encouraging others to trade in a publicly traded Investment when you have material non-public information which might be price sensitive in relation to that Investment for any reason.  You should note that these are broad explanations and when trading in Investments traded in the United States you should take note of the requirements on your activities imposed by the Execution Broker under its terms and conditions with you.

Delegation by us

We may appoint another person to perform all or part of the Investment services provided through the Shares App provided that we take all reasonable steps to ensure that the delegate is suitably competent and qualified to do so.  We will not require your consent to delegate any part of our services but we will ensure that our delegation does not have a materially negative effect on you and will comply with applicable law and the FCA rules.

Referrals

From time to time we may refer you to third parties to provide additional services but we will only do so with your agreement.  If we do make such referrals then, subject to the obligations on us under the FCA rules we may make or receive payments in connection with the introductions.  We will disclose these to you at the time.

How to complain if you are not happy with the Shares App or the services of the Execution Broker

Should you have any complaints in relation to the Shares App then please notify us. We can be contacted via the in app chat function or via email complaints@shares.io. We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the rules of the FCA and report the results to you.

If your complaint is unresolved or not settled to your satisfaction within 8 weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service ("FOS"). The address of the FOS is Exchange Tower, London E14 9SR. You can also telephone the FOS at: 0800 023 4567, or email the FOS at: complaint.info@financial-ombudsman.org.uk. You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.

If you want to make a complaint about the Execution Broker you should address your complaint to the Execution Broker in the first instance.

Compensation in case of our insolvency

If we go insolvent it is unlikely that you will receive compensation from the Financial Services Compensation Scheme. Further information on the Financial Services Compensation Scheme can be found here. Your capital is at risk.

Changes to these Shares.io Trading Terms

We may make changes to these Shares.io Trading Terms from time to time.  For example we might need to add new terms or amend existing terms to reflect changes in our business, services or products or how we provide them (e.g. if we add new order types you can use such as limit orders), the systems we use, the cost to us of providing the services, applicable law or regulation or good industry practice or other valid reasons.

If we add a new term or change an existing term we will take reasonable steps to provide you with reasonable notice, including via our Shares App and website www.shares.io.  You will be deemed to accept and agree to the changes if you continue  to use the  Shares App after we have notified you of the changes to these Shares.io Trading Terms.  If you do not agree to changes we have made then you can terminate your Account and our agreement on these Shares.io Trading Terms at any time as provided below (Termination and Suspension).

There might be times when we do not tell you about a change to these Shares.io Trading Terms but that is limited to when the change does not disadvantage you and it is reasonable not to provide you with advance notice.

Our right to transfer

Only you and we (and not any third parties) have any rights under the agreement.

The agreement between us on these Shares.io Trading Terms is personal to you and you cannot transfer any rights or obligations under it to anyone else.

We will only transfer any of your and our rights or obligations under  these terms with you if we reasonably think that this won't have a significant negative effect on your rights under these terms and conditions or we need to do so to meet any legal or regulatory requirement.

Termination and suspension

You can end your use of the Shares App and the agreement between us on these Shares.io Trading Terms at any time and for any reason by providing us with notice, subject to the settlement of all outstanding transactions in Investments.  Transactions already in progress will be completed in the normal course of business.  We will close your Account as soon as practicable after receiving your notice to terminate the customer agreement between us.

Notice of termination received from you will also operate as notice to terminate your relationship with the Execution Broker and with the Payment Provider.

Prior to terminating our agreement and your Account you must either submit Orders for the sale of your existing Positions or provide us with details of an account in your name to which the Execution Broker can transfer the Investments that are shares and comprise your Positions. You can also transfer your Investments or gift them to other Shares Account holders. Fractional shares cannot be transferred to a brokerage account that is not a Shares.io Account with Shares and held by the Execution Broker and must be sold by us. Any proceeds arising from the sale of your Investments will be credited to your Shares Electronic Money Account.

We can also close your Account and end our agreement on these Shares.io Trading Terms if:

We cease to be an appointed representative of Risksave Technologies Ltd, unless we become authorised by the FCA in our own right or an appointed representative of another firm;

We reasonably believe that providing you with the Shares App exposes us to action or censure from any law enforcement, government or regulatory body, including the FCA.

Exceptional circumstances arising, including without limitation if:
. We have good reason to consider you are behaving fraudulently or otherwise criminally;
. We have reasonable grounds to consider that you are seeking to use your Account to manipulate or to induce others (whether alone or in concert with other persons) to manipulate the market relevant to the Investments you hold.
. If you've broken these terms and conditions, the Execution Broker terms and conditions in a serious or persistent way and you haven't put the matter right within a reasonable time of us asking you to;
. If we have good reason to believe that your use of the Shares App is harmful to us or our software, systems or hardware;
. If we have good reason to believe that continuing to use your account could damage our reputation or goodwill;
. We have asked you to repay money you owe us and you have not done so within a reasonable period of time;
. If you've been declared bankrupt; or
. Your agreement with the Execution Broker or the Payment Provider is terminated, whether by you or that party and for whatever reason.

If any of the grounds above arise then we may also decide to suspend your use of the Account for a period, but this will not prevent us from subsequently closing it. We may also decide to close or suspend your account for other reasons. We would contact you through the Shares App at least 30 business days before we do this.

We may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us, as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. 

If any information which you have provided to us changes, you should tell us, in writing, as soon as possible, and no later than 30 days after the change takes place.

The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, or, at our sole discretion we determine that the information you have provided puts Shares at risk of breaching anti-money laundering or any other similar regulation applicable to us, we may decline to allow you to open an account with us. If you already have an Shares account, we may freeze, block, or close your account.

We may also freeze, block, or terminate our Services and/or your Account if:

-  We decide to stop providing you our services;

-  We require you to provide us with information to enable us to comply with our obligations under applicable law and/or internal procedures, and you cannot or do not provide us with the information, or the information you provide to us is inaccurate, incomplete or misleading;

We will take reasonable steps to provide you with appropriate notice if we freeze, block, or terminate our Services and/or your Account. However, there might be times when we are required to freeze, block, or terminate our Services and/or your Account without telling you in advance. We will do this if we reasonably believe that there is a security or regulatory risk, you have breached the agreement, or when we are required to do so by applicable law or by a regulator.

We may, in our sole and absolute discretion, suspend the Services (or any part thereof) or any particular way of delivering the Services (e.g. via any mobile application or website), for so long as we decide may be appropriate and for any reason whatsoever.

You agree that neither Shares nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss arising as a result of any suspension of the Services.

You will need to reimburse us for any losses caused to us as a direct result of your negligence, fraud or wilful default or material breach of these Shares.io Trading Terms.

If we terminate our agreement with you and your Account then we will inform you in writing that we have done so immediately and will explain why, subject to any applicable law or regulation preventing us from doing so.

If you have broken the agreement between you and us and we don't enforce our rights, or we delay in enforcing them, this will not prevent us from enforcing those or any other rights at a later date.

In addition to our termination rights in the Termination and Suspension section above we can also take other forms of action if we have reasonable grounds to suspect you are using the Shares App to commit market abuse, including market manipulation or insider dealing or to encourage others to do so.  Action we may take includes (but is not limited to) suspending your Account  for a period (which may be indefinite if we deem that necessary acting reasonably) or limiting features of your use of the Shares App, such as by stopping your use of the Shares Social Channels or limiting your ability to deposit and withdraw funds from your account.

Applicable law and courts

The laws of England and Wales apply to these terms and conditions.  Any claim you make against us can be heard in the English courts.

We will not be liable to you for any action or in action we take pursuant to applicable law and regulation.

Appendix 1 - Risk disclosure

Insolvency Risk

Where your Investment is a share in a company, you own a portion of the issuing company's share capital, with your ownership interest determined by the number of shares you own as a percentage of the total issued share capital of that company. You should be aware that the insolvency of a company may drastically reduce the value of its shares, potentially risking the loss of your entire investment. Typically ordinary shareholders rank lowest in the order of priority of repayment in the event of a company's insolvency, meaning the company may have exhausted the value of its available assets in paying other creditors by that time it comes to paying its shareholders, increasing the risk that shareholders will not receive any money from the company for their shares.

In the event of an insolvency of the Execution Broker or any other brokers involved in executing your Orders, this may result in your Positions being liquidated without your consent or transferred to another broker. In such circumstances, we will seek to provide you with as much additional information as we can relating to the treatment of your existing Positions as and when we obtain it, but please be aware, you could lose the value of your investment.

Currency Risk

Where your Investments are denominated in currencies other than the default currency of your primary Shares Account (e.g. USD), fluctuations in foreign exchange rates may impact your profits and losses connected to your trading in such Investments.

Volatility Risk, Market Fluctuations and Monitoring your Positions

We do not provide, nor can we control, the prices for the Investments you may buy or sell via the Shares App. The market price of Investments is influenced by a broad array of factors and can change rapidly and unexpectedly, meaning the value of those Investments, and your related profits and losses on your Positions, can also change rapidly and unexpectedly. Amongst other things, prices of Investments can be subject to gapping (where the price of the Investment opens significantly above or below the previous day's closing price) and slippage (where the price an Investment is executed at is different to the price to that which was quoted at the time the Order was submitted), especially in periods of market volatility.

You have the sole responsibility of monitoring the value of the Positions you hold and you should ensure that you can access the Shares App on an ongoing basis so as to do this.

Liquidity Risk

The Investments which are shares made available via the Shares App are all admitted to trading on regulated markets in the USA, and in the event that you wish to sell your Investments, a corresponding buyer of those Investments must be found in the underlying market. Whilst certain Investments can be very liquid, you should be aware that others, such as the shares of smaller companies or of companies located in other geographies or territories, can be less liquid and it is not guaranteed that there will be a buyer for your Investments. Therefore, you may not be able to realise your investment or realise it at its actual market value. In some circumstances, such as instances of market volatility or where trading in a particular Investment or on a particular underlying market has been suspended or otherwise restricted, it may not be possible to find a buyer for your Investments, meaning you will not be able to liquidate your Positions.

The Investments which are fractional shares cannot be traded on regulated markets (such as public exchanges) and as such may be subject to greater liquidity risk than full shares.

If you close your Account, all Positions in Investments will need to be sold via the Shares App to or through the Execution Broker (which may be subject to commission or other charges depending on our trading fees). At present you cannot transfer Positions in shares in your Account with the Execution Broker to another broker. Additionally, Positions in fractional shares cannot be transferred to another broker (save in the event of the Execution Broker's insolvency) and must be sold via the Execution Broker.

Appendix 2 - Your Relationship with the Payment Provider

When you open your Account with Shares via the Shares App, you will also have an Electronic Money Account opened on terms and conditions you accept with the Payment Provider.

This Appendix 2 sets out some of the terms on which the Electronic Money Account is opened. You should note that Shares does not provide you with the Electronic Money Account and you will have a direct relationship with the Payment Provider.

Your Electronic Money Account is operated and maintained by Modulr FS Limited (Modulr), which is an FCA authorised electronic money issuer. Modulr's FCA firm reference number is FRN: 900573.

Modulr provides you with the Electronic Money Account and with the ability to make and receive payments relating to your Orders through the Electronic Money Account. Il

Your relationship with Modulr

Your relationship with Modulr is direct and it is subject to the terms and conditions in the Modulr Introduced Clients Terms of Business and Modulr Account Terms and Conditions (together the "Modulr Terms") which are provided to you on our website and in the App and which you expressly agree apply to your relationship with Modulr.

Modulr Terms can be found here.

You will be an ‘Introduced Client’ for the purposes of the Modulr Terms.

When you open your Electronic Money Account with Modulr, you will also become a joint account holder in a settlement account opened by Modulr for all Shares Account holders - we call this the 'Settlement Account'.

When you place an Order through your Account, we will instruct a payment from your Electronic Money Account as outlined in these Shares.io Trading Terms. However, payment is only made to the Execution Broker at the end of the day. During the day, your money will move to the Settlement Account pending settlement.

You acknowledge and agree that you will be a joint legal owner of the Settlement Account with all Shares Account holders who have Electronic Money Accounts with Modulr, who will hold legal ownership of the Settlement Account equally. You will hold a beneficial ownership interest in the money in the Settlement Account as a tenant in common in the same proportion as any money you have paid into the Settlement Account on that day and will hold the remaining funds in the Settlement Account on trust for other Shares Account holders.

What this means is that during the day, money that you send for Orders will sit in a joint account with money from all other Shares Account holders who have made trades on that day. You will have a beneficial ownership interest in your money that has been paid into the Settlement Account and Modulr will hold this money as your money in accordance with its terms. You acknowledge and agree that you won't have any rights to funds in the Settlement Account beyond the amount you have paid on that day.

You acknowledge and agree that to the maximum extent possible, you and the other Shares Account holders who are legal owners of the Settlement Account will have no obligations to each other and owe no duties in relation to the Settlement Account.

We will operate the Settlement Account for all Shares Account holders in accordance with the authority that you give us in this Appendix 2 but we don't have any legal or beneficial rights to or interests in the funds in the Settlement Account.

Our relationship with Modulr

We have a separate business relationship with Modulr in order to allow Shares Account holders to open Electronic Money Accounts and we are a Partner Platform under the Modulr Terms. You do not have any rights under our agreement with Modulr.

We are appointed by Modulr to act as a distributor of the Electronic Money Account but we do not provide any payment services or issue the electronic money in your Electronic Money Account. Modulr is responsible for the issuance of electronic money and provision of any payment services to you, in accordance with the Modulr Terms.

Giving instructions on the Electronic Money Account

You acknowledge and agree that we are an “Authorised User” of yours for the purposes of using Modulr's services and you appoint us to access, operate and give instructions on the Electronic Money Account in accordance with Part C, Clause 5 of the Modulr Terms. As an Authorised User under the Modulr Terms we can instruct the making of payments under the Shares.io Trading Terms, including to the Execution Broker and the FX Provider or any other such payments as are required to fulfil your obligations under the Shares.io Trading Terms.

You acknowledge and agree that we may instruct the transfer of funds from your Electronic Money Account in order to effect payments for your Orders, as set out in the Shares.io Trading Terms. This may include any additional amounts required to settle trades in the event an Order is ultimately executed at a different price to the indicative price quoted i.e. in the event of a market move following transmission of an order and any fees owed to us or the Execution Broker.

Operating the Settlement Account

As set out above, when we instruct a payment from your Electronic Money Account, a payment will be made to the Settlement Account.

You delegate exclusive responsibility for the operation of the Settlement Account to Shares, as your Authorised User, in order to make any payments required in accordance with the Shares.io Trading Terms - this includes payments to the FX Provider to carry out exchange into the currency required for any Order and payments to the Execution Broker for Orders. We will operate the Settlement Account on your behalf and on behalf of the other Shares Account holders and will act honestly and in good faith when operating the Settlement Account. When operating the Settlement Account, we will carry out our duties with all due skill, care and attention.

The Settlement Account will also be used to receive payments you are owed from the Execution Broker. Payments you receive will be paid into the Settlement Account so that they can be sent to the FX Provider for conversion into pound sterling. Once the FX Provider has converted your funds, they will be paid into your Electronic Money Account. Funds held in the Settlement Account in these circumstances will be treated in the same way as funds used for Orders, as set out above.

What to do if you have questions about or issues with the Electronic Money Account provided by Modulr

If you have any questions about or issues with the Modulr services then you should contact us in the first instance. We can be contacted via the in app chat function.

How to complain about services provided by Modulr

Although Modulr is responsible for providing the Electronic Money Account, you should send your complaints to us in the first instance. Complaints about the Modulr service can be made via the in app chat function or via email complaints@shares.io. We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the Modulr Terms. Your complaint may be escalated to Modulr.

Appendix 3 - Your and our relationship with Alpaca

As detailed in our terms and conditions, when you open an Account with Shares we will transmit your Orders to the Execution Broker.  You will have a relationship with Shares for Orders placed by the Shares App and a separate relationship and account with the Execution Broker for execution and custody services.

The current Execution Broker, Alpaca Securities LLC is a US broker dealer registered with the US Securities & Exchange Commission and a member of FINRA.

By entering into our terms and conditions to use the Shares App you are also accepting the Execution Broker terms as disclosed to you.  Shares and Alpaca the Execution Broker are parties to a fully disclosed execution and clearing agreement pursuant to which Alpaca performs certain services with regard to Shares customers, Shares accounts and UK transactions.  The relationship between you and Shares and you and Alpaca is not altered by the execution and clearing agreement which simply clarifies the legal and regulatory relationship between the two broker firms.  You do not have any rights under the execution and clearing agreement.