Touch by AJ Bell Adviser Agreement

1. Introduction

This agreement sets out the terms upon which we accept business from your firm. It should be read in conjunction with the information and product documentation included on our website at ajbelltouch.co.uk (as amended and updated from time to time).

The terms of this agreement apply to your firm, individual advisers of your firm and any other employees or representatives of your firm who deal with us, whether registered with us or not.

Further information can be found on our website at ajbelltouch.co.uk (as amended and updated from time to time) or by telephoning our Adviser Support Team on 0345 83 99 060.

2. Our commitment

Our commitment to your firm is that we will always try to:

• maintain a transparent and accessible charging structure;
• provide flexible platform and product offerings;
• give value for money and show you how we do that;
• deal with you and your client with integrity;
• provide you and your client with a quality service;
• resolve any issues that arise fairly in a timely and efficient way;
• not encroach on your relationship as adviser to your client; and
• facilitate collection and payment of your adviser charges, as agreed with you and your client, efficiently and on time.

3. Scope

It’s your firm’s responsibility to ensure that it has obtained relevant consent to act as the client’s adviser.

Ordinarily, we only act on an adviser’s instruction where it has been approved by the client via the Touch app. In limited circumstances, as set out in the Touch by AJ Bell client terms and conditions (the latest copy of which is available on our website), we may accept instructions from an adviser on behalf of a client, but we reserve the right to request that instructions are authorised by the individual client. In such circumstances, it is your firm’s responsibility to ensure that it has obtained relevant authority to act as the client’s agent.

Your firm is not an agent of Touch by AJ Bell, AJ Bell Securities Limited, AJ Bell Asset Management Limited or any other AJ Bell company, and is not authorised to act on our behalf. Your firm may not accept payments of any kind from a client on our behalf.

We reserve the right not to accept business from your firm. If we do so and/or cancel your firm’s registration, we’ll continue to provide services to existing clients in accordance with our terms and conditions, until they transfer away from us.

4. Registration

We’ll only accept business from UK-based adviser firms that:

• are authorised and regulated by the Financial Conduct Authority (or any successor body) (FCA); and
• have registered with us by completing the registration process via our website.

Once your firm’s been registered, individual advisers can then be registered by your Firm Administrator (see the section below for more details on Firm Administrators).

We reserve the right to conduct due diligence to verify the information your firm has provided as part of the registration process both initially and on an ongoing basis.

We also reserve the right to cancel the registration of your firm, or an individual adviser, at our absolute discretion. Registration will be cancelled if your firm ceases to be authorised by the FCA.

Firm Administrator

A Firm Administrator is an individual from your firm who has authority to manage access levels across your firm.

This role is assigned initially to the first registered user, and the role can be added to additional users via the Manage User section of the platform. We recommend that your firm maintains at least two Firm Administrators but there is no upper limit on the number that you can appoint.

Any actions undertaken by a Firm Administrator are the responsibility of your firm.

Your firm is solely responsible for keeping the access rights of an individual adviser or Firm Administrator to the platform updated.

We accept no responsibility for any failure of your firm to keep user access rights updated, including any failure to remove access rights for individuals as required.

Adviser moving firms

Advisers who leave one firm and join another may register as an adviser under any new firm. However, the new firm will need to be registered with us and obtain authority from a client to transfer servicing rights to it and provide evidence of this to us before the client can be set up under a new firm.

5. Communication

We’ll communicate with your firm by email. We require your firm to maintain a valid email address as a condition of your registration with us.

We’ll send your firm information about any changes to our Touch by AJ Bell client terms and conditions (including charges), regulatory developments and changes to the services we provide which may impact existing or potential clients.

In situations where, for regulatory or other reasons, we must contact your clients directly, we’ll do so by whichever method is deemed the most suitable, at our sole discretion.

We will not be responsible for the accuracy of any information provided (or that we reasonably believe to have been provided) to us by your firm, including instructions that are submitted for client approval, and are entitled to act in good faith on any such information.

6. Your responsibilities

Your firm must always comply with the principles, rules and guidance of the FCA and any other body by which you are regulated. In particular, your firm must:

• always act within the scope of your firm’s regulatory permissions and procure that all individual advisers of your firm and any other employees or representatives of your firm also do so;
• inform us immediately of any change to your firm’s regulatory status or any event which is likely to affect your firm’s regulatory status;
• in limited circumstances where we accept instructions directly from an adviser, only give instructions to us where your firm is authorised to do so by the client, maintain records of such authorisation and promptly let us have any copies of those records that we reasonably require;
• not do anything that might cause us to breach our regulatory responsibilities; and
• ensure that your firm, and all individual advisers of your firm, have and maintain at all times the relevant professional qualifications, as required by the FCA, and that your firm’s individual advisers continue to hold the Statement of Professional Standing.

Your firm agrees to indemnify us against any loss we sustain as a result of accepting business which your firm introduces to us outside the scope of your FCA authorisation, in breach of your regulatory duties to a client.

Your firm must provide us with any information we may reasonably request in connection with this agreement or to enable us to meet our regulatory obligations.

Your firm must notify us as soon as possible if it intends to transfer its business to another firm as its rights and obligations under this agreement cannot be transferred without our prior written consent.

7. Your clients

Advice

Your firm is responsible for all advice given to your clients by or on behalf of your firm and, for the avoidance of doubt, we cannot provide advice to your firm or your clients in relation to any aspect of their personal financial, investment or tax affairs and tax year end planning.

All instructions initiated by an adviser for the client to approve in the Touch app must include a declaration that the instruction is based on a personal recommendation to the client. This would include a positive recommendation for any defined benefit transfer.

Your firm agrees to indemnify us against any claims brought by a client of your firm (i) in relation to the advice given by your firm, or (ii) due to your firm, or an individual adviser or any other employee or representative of your firm not being authorised to give the advice or provide the instruction (iii) any loss otherwise sustained from business you have introduced to us outside the scope of your FCA authorisation.

Provision of information to clients

The services we provide your firm are web based and the services we provide your clients are app based and will be paperless. Your firm’s clients will receive all communications through app notifications and email.

Your firm will ensure that each of your firm’s clients receives a copy of all documentation applicable to the Touch by AJ Bell products and services used by the client, including the key features and key investor information, the charges and rates, the applicable investment fact sheet and the terms and conditions within the required timeframes.

Your firm will also ensure that the client understands all relevant details, including the risks involved and associated costs and charges.

Your firm will only promote investments to clients in accordance with the FCA rules.

Permitted investments

Before your firm submits an investment proposal for the client to authorise, your firm will seek guidance if you are unsure whether it’s permitted by HM Revenue & Customs, or by our own policy. Information on permitted investments is available on our platform.

Your firm are responsible for assessing individual investments and their suitability for your clients, including whether your clients fit within the manufacturer’s stated target market, and for carrying out appropriate due diligence checks, before placing an order for any client. Our confirmation that a particular investment can be held under one of our products must not be taken as any indication of the merits or financial or regulatory standing of the investment or its provider, or that it is suitable for any client. You are also responsible for ensuring that the individual investments represent value for your client in their intended use. For us to place a trade, your firm must provide us with any information we request from time to time about the client for FCA transaction reporting. If we do not receive that information, we may not permit the trade.

Transfers

We cannot be held responsible for any delays in the receipt of such transfers. You are responsible for initiating and chasing the transfers and providing any other information required by us to facilitate the transfer process.

Where a particular share class is not a permitted investment on the platform, we’ll notify your firm that we’re unable to accept the transfer in-specie and either reject the transfer, or ask your firm to disinvest and transfer cash instead.

Available cash

Your firm must ensure sufficient cash is held in each of your firm’s client’s accounts to pay any planned withdrawal or benefit payment due to a client, as well as your adviser charges and our charges. Where insufficient funds are held in an account to pay those charges, we will sell sufficient holdings from the account to pay them. Holdings will be sold proportionately based on the value of the account at the time of the instruction.

Corporate actions

Your firm is responsible for notifying your firm’s clients of corporate actions in relation to their investments, including advising on the impact of the corporate action, including dividends.

Notification

Your firm must notify us as soon as possible if it becomes aware of any error on a client’s account, including any mistake or inaccuracy in a contract note or confirmation of an investment.

Verification of a client’s identity

Your firm agrees that, in all cases, your firm will comply with the guidelines and rules as set out by:

• sanctions, counter-terrorism and money laundering legislation applicable in the UK, including the Money Laundering Regulations 2017 or successor legislation;
• the Joint Money Laundering Steering Group; and
• the FCA.

This includes checks on your firm’s client’s identity and verification of the source of their funds and wealth. Your firm agrees to provide any evidence we may request in relation to the verification of a client’s identity or the source of their funds.

In addition, we’ll maintain processes to verify the identity of clients and relevant third parties in compliance with our regulatory obligations and we may undertake further ongoing checks to ensure that our records remain up-to-date.

8. Data protection

Your firm must always ensure that it has authority from clients, individual advisers, or other employees or representatives of your firm (as applicable) to pass their personal details to us. Once received by us, all data will be dealt with in accordance with the applicable data protection laws, or successor legislation. Please ensure that your firm makes our data privacy policy available to all such persons.

Where your firm transmits data and other personal client information to us while using our platform and services, we each act as independent data controllers and as such we are each responsible for ensuring that we comply with our respective obligations under applicable data protection and privacy laws.

We may provide data about your firm, your clients, individual advisers, or other employees or representatives of your firm to the FCA or any other regulatory body where required to do so by legislation or the rules of that body. In addition, we may provide aggregated data about business introduced to us by adviser firms to market research and analysis companies, in connection with services they provide to us, but we’ll not provide any personal data about your firm’s clients individual advisers, or other employees or representatives of your firm to such firms. Further details of how we use such personal data are available in our privacy policy.

Your firm will notify us within five days if it receives a request from a client for us to give them access to their personal data, and will help us to respond to such request.

9. Security and fraud prevention

Your firm will not share your firm’s security details with anyone. Your firm will procure that your firm’s individual advisers, or other employees or representatives notify your Firm Administrator if your firm’s or their email address, platform password or authenticator application has been compromised.

Your firm will throughout the time that it is registered with us:

• promptly apply the latest versions of anti-virus software available from an industry accepted anti-virus software vendor to check for and delete malicious software from its systems;
• if any malicious software is found on your firm’s systems, inform us as soon as possible and co-operate with us to try and mitigate the effect of it in order to protect your and our clients against the risk of fraud or other losses; and
• inform us as soon as possible upon becoming aware of any security incident affecting its network and systems that could potentially affect us or your clients, and respond promptly to all reasonable queries and requests we make for information about the incident or any related actual or potential fraud.

10. Adviser charging

Facilitation

We’ll facilitate the collection and payment of the adviser charges agreed between your firm and a client in accordance with this section 10. Your firm is responsible for obtaining the client’s authorisation of the payment of all adviser charges via the Touch by AJ Bell app and we will not pay any adviser charges that have not been authorised.

Your firm authorises us to collect all adviser charges which have been authorised by a client from the relevant account as your firm’s collection agent. Once we deduct the amount from a client’s account, it will no longer be held as client money and will instead be held in a corporate bank account in the name of AJ Bell Securities Limited which will be separate from cash belonging to us. In the event of the bank’s failure, your claim will be for a share of the cash held in that corporate bank account.

Payment

Please note:

• all payments of adviser charges will be made electronically to the nominated bank account for your firm. The nominated bank account must be in the name of your firm, which we reserve the right to independently verify. We will use the Faster Payments Service to send your payments where possible. This service reduces payment times to you.
• payments will be made from the pooled corporate bank account to the nominated bank account for your firm on a weekly basis, subject to a minimum adviser charge of £10. If the amount due is less than £10, we will continue to hold the charges in the pooled corporate bank account until the total amount of the adviser charges due to your firm has accrued to at least £10, at which point it will be paid to the nominated bank account for your firm on the next weekly payment cycle.
• it is your firm’s responsibility to ensure that there is sufficient cash in each client’s account to pay your adviser charges when due. Our Custody charges and fees will always take priority over the payment of adviser charges.
• adviser charges are not collected on the balance held in the platform cash account.
• adviser charges may be amended by your client at any time, subject to receipt of written instructions from the client. We endeavour to process changes promptly but if we receive the client’s instruction once we have already collected the charges due to your firm that week, the change will not be applied until the following weekly deduction.
• notwithstanding that they may have been authorised by a client, we reserve the right to delay, withhold or cancel the payment of adviser charges if, in our sole opinion, we believe that the amount of the charges is excessive or unreasonable, but would always endeavour to engage with you as part of that process.

We also reserve the right to delay or cancel payment if, in our sole opinion, the security of such payments may have been compromised in any way.

Stopping payments

We will stop paying adviser charges if your firm or, depending on the circumstances, a registered individual of your firm, cease(s) to be authorised by the FCA, or if we are instructed to do so by your firm or a client. It will in such circumstances then be your firm’s responsibility to claim such charges directly from your client if they remain due and payable.

It is your firm’s responsibility to instruct us to stop paying adviser charges when the arrangement you had agreed with your firm’s client comes to an end (e.g. initial charges on regular payments). Your firm should review all adviser charges at least annually, to ensure that they remain applicable.

Commission on investments purchased before 31 December 2012

We do not accommodate the in-specie transfer of commission paying investments purchased before 31 December 2012, and commission paying share classes will be converted or disinvested and transferred as cash.

Reimbursement

Your firm agrees, upon request by us, to return promptly (within 10 business days) any adviser charges inadvertently or incorrectly paid.

Your firm agrees to indemnify us against all and any claims from clients in respect of your adviser charges.

VAT

We do not facilitate the payment or collection of VAT on adviser charges.

General

We’ll not make any other payments to your firm other than to facilitate the payment of adviser charges as described in this section 10.

Your firm agrees not to accept any form of payment or benefit in relation to any Touch by AJ Bell product or investment held under a Touch by AJ Bell product, other than adviser charges, that have been authorised by your client.

11. Use of the Touch by AJ Bell website and app

We can’t guarantee all features in the client app or the adviser website will work as expected on older browsers or operating systems and important information or tasks may not show. Your firm is responsible for making sure your client mobile devices and your firm’s systems can support the app and website (which we’ll update from time to time).

We’ll try to make any updates to the website and the client app outside of usual trading hours but sometimes they may be subject to occasional disruption.

Your firm may download or print individual sections of the Touch by AJ Bell website and information from websites linked to the Touch by AJ Bell website for your firm’s own internal use, or for use by your firm in respect of the client to which it relates – but not for any other purpose – provided it retains intact all copyright and proprietary notices. Your firm may not reproduce or distribute any material without our consent.

Although we make reasonable efforts to ensure the accuracy of any client data made available via our website, we cannot guarantee its accuracy and it’s up to your firm to check the accuracy of any such data before your firm uses it and, in the absence of our negligence, we don’t accept liability for any errors in that data.

We provide other data services, including valuation and pricing data, through our websites on an ‘as is’ basis and do not guarantee the adequacy, accuracy, timeliness or completeness of, or accept liability for the failure, interruption, delay or defect in the performance of, any data service. We do not accept any liability for any decision taken by your firm or your clients based on such data.

We reserve the right to suspend your firm’s, or a registered individual’s, access to the Touch by AJ Bell website or to amend their access permissions, if we consider it necessary for regulatory reasons or to protect the interests of clients.

No transmission of data via the internet can be guaranteed to be 100% secure. Consequently, we cannot guarantee the security of any data and any interaction with the website is at your firm’s own risk.

Any reference in this agreement to our website includes all related links and interfaces made available by us including via any third party service provider.

12. Marketing materials and tools

Your firm uses each investment tool available on the Touch by AJ Bell website at your firm’s own risk. Although we make all reasonable efforts to ensure these are accurate and work effectively, it is your firm’s responsibility to ensure that the use of these tools satisfies your firm’s own regulatory and compliance requirements.

The intellectual property rights in the FTSE data and other valuation and pricing data available on the Touch by AJ Bell website belong to FTSE International Limited and/or third parties. So, unless your firm buys a licence from the owner, your firm can only use this data for your firm’s own internal business purposes. Your firm will not be permitted to:

• distribute it to anyone else
• use it for the benefit of anyone else
• use it to create any financial product or service
• remove any copyright or other ownership notices it contains

Also, whilst we make every effort to ensure that our marketing literature satisfies regulatory requirements, it is your firm’s responsibility to ensure that your firm meets its compliance requirements at all times, and we cannot accept any liability whatsoever in the event of your firm’s non-compliance with any of its regulatory responsibilities.

We may change the content of the Touch by AJ Bell website or any investment tools available at any time. We will endeavour to inform your firm of any significant changes to the tools available or the content of the secure area of the website in advance of the change.

13. Liability

Nothing in this document excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, any duty or liability under the FCA rules or any other liability that cannot be excluded or limited by applicable law.

We are not liable for any liability suffered by your firm except to the extent that such liability is caused, in whole or in part, by our negligence, wilful default or fraud.

Neither of us is liable to the other for:

• any indirect, special or consequential loss; or
• any loss of business, loss of profit, loss of revenue, loss of opportunity, loss of contract, loss of goodwill or loss of anticipated savings.

14. Amendments

We may amend the terms of this agreement by giving notice to your firm in writing, including via the platform or email.

15. Applicable law

English law applies to this agreement and disputes will be settled by the exclusive jurisdiction of the English courts.

Touch by AJ Bell is provided by AJ Bell Management Limited (company number 03948391), AJ Bell Securities Limited (company number 02723420) and AJ Bell Asset Management Limited (company number 09742568). All companies are authorised and regulated by the Financial Conduct Authority. All companies are registered in England and Wales at 4 Exchange Quay, Salford Quays, Manchester M5 3EE.