Terms and Conditions

 Contents

1. Introduction and interpretation
2. Services
3. Your account
4. The Clim8 App
5. Assistance with selecting the investment strategy that is most suitable for your needs
6. Reports
7. Your general obligations
8. Intellectual property
9. Withdrawals
10. Fees
11. Conflict of interests and inducements
12. Data protection
13. How will we communicate
14. Our liability
15. Cancellation
16. Termination
17. Changing or replacing these terms
18. Complaints
19. Governing law
20. Anti-tax evasion and anti-bribery
21. Miscellaneous
22. Consent

1. INTRODUCTION AND INTERPRETATION

1.1 These terms constitute the client agreement for retail clients investing using the Clim8 app (the “App”) (all together, these “Terms”). It is important you read these Terms carefully before making any investments or otherwise operating or opening an investment account through us (your “Account”), because we will rely on them in all our dealings with you and they apply to all investments you make with us and any Services (as set out below) we provide you. 

1.2 These Terms  can be found in the documents section accessible in the mobile application. However, you should also print off a hard copy, and then keep it safe for future reference.

1.3 References to “we”, “us” or “our” refers to Clim8 Invest Ltd.

1.4 References to “you” or “your” is to any person who uses our Services.

1.5 Where the words “includes“, “including“, “for example” or “such as” are used in these Terms, they are deemed to have the words “without limitation” following them. 

1.6 The headings of the clauses of these Terms are for convenience only and shall not affect its construction or interpretation. Any reference in these Terms to a clause is a reference to a clause of these Terms.

1.7 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied in accordance with its terms from time to time.

1.8 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.

1.9 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.

1.10 In these Terms, unless the context otherwise requires: “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to law or legislation shall be references to such rule, law or legislation as from time to time amended, re-enacted or replaced.

2. SERVICES 

2.1 We provide our clients with the ability to access the following services (all together, the “Services”): 

2.1.1 the ability to use the App;

2.1.2 access to discretionary investment management and custody services provided by WealthKernel Ltd (“WealthKernel”); and

2.1.3 the ability (subject to meeting the relevant eligibility requirements), to open a stocks and shares Individual Savings Account (ISA) with WealthKernel (the ISA Manager).

2.2 Your use of discretionary investment management and custody services provided by WealthKernel shall be subject to the terms of the WealthKernel Retail Client Terms and Conditions. Your ability to open an ISA is subject to the WealthKernel Terms for the Stocks and Shares ISA or the WealthKernel Terms for the Stocks and Shares Junior ISA (as applicable), which are provided separately. In using those services, you confirm that you also agree to and accept those terms (as relevant). 

2.3 In order for us to provide you with our Services, you must be a UK resident. In providing our Services we will treat you as a retail client. This means that you will have the highest level of protection under the rules and guidance provided by the Financial Conduct Authority (“FCA”). You may at any time ask us to re-categorise you as a professional client or an eligible counterparty, which would mean that you receive a lower level of protection, but it is not our general policy to re-categorise retail clients and we can reject your request.

2.4 Where we refer to the FCA we also mean any regulator which may replace the FCA and the rules it may make to regulate our business. The FCA’s address is 12 Endeavour Square, London, E20 1JN.  

3. YOUR ACCOUNT 

3.1 We will provide you with security details to access your Account. Please ensure that you keep these details safe and confidential. You must not undertake any action that could compromise the security or effective working of your Account or our Services (including where we provide these in relation to our other clients). Any such action will be considered a material breach of these Terms. You must notify us immediately if you think that someone else may know your Account details and/or if you suspect that your Account has been subject to unauthorised access or has been hacked. 

3.2 You are responsible for monitoring your Account, ensuring that you read all messages that have been sent to you (whether through the in-app secure notification centre, via the email address you have provided to us, or via any other means as agreed between us).

4. THE CLIM8 APP

4.1 If you decide to invest via the App, you authorise us to instruct WealthKernel to provide discretionary investment management services (and an ISA or General Investment Account if applicable).

5. ASSISTANCE WITH SELECTING THE INVESTMENT STRATEGY THAT IS MOST SUITABLE FOR YOUR NEEDS

5.1 Using the App, you will provide WealthKernel with focused information to assess your objectives, attitude to risk and capacity for loss. They will first determine if investing is suitable for you. If so, you will then be provided with an investment strategy/ strategies that matches your profile. You must answer the questions yourself and to the best of your ability to ensure the accuracy of matching of investment strategies to your profile. 

5.2 You must provide such information as may be required to ensure that the investment strategies are suitable for you. The reason for assessing suitability is to enable WealthKernel to act in your best interests.  It is important that you take responsibility for ensuring that all information you provide is accurate and up-to-date. WealthKernel are entitled to rely on the information provided by you unless we or they are aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete. 

5.3 You will be provided with information on strategies from a restricted range of investment strategies which invest in a restricted range of financial instruments, selected by WealthKernel’s investment committee. Further information on how investments are selected can be found on our website under Frequently Asked Questions, which can be accessed through the App directly. When constructing investment strategies WealthKernel do not take into account your unique personal circumstances but the investment strategies that are matched to your profile, if any, do. 

5.4 If you:

5.4.1 are unsure about whether to invest, 

5.4.2 feel that your needs go beyond the scope of the Services which we provide, or 

5.4.3 feel that there is relevant information impacting your investment needs which you have not provided to us,

we recommend that you seek independent financial advice.

5.5 We will ask you to update your suitability assessment periodically, and at least one a year (and more frequently if we feel that this is in your best interests). We may also ask you for further information from time to time where we feel this is helpful for your suitability assessment.

5.6 On the basis of periodic suitability checks, you may only be offered an alternative investment strategy, or in some circumstances it may be deemed that the discretionary investment management service is not suitable for you, and WealthKernel may restrict access to all investment strategies, including any you currently have access to. In addition, WealthKernel reserves the right to not provide the discretionary investment management service to you should they determine that either the discretionary investment management service you have requested is not suitable or that we have insufficient information to ensure that the discretionary investment management service is suitable.

6. REPORTS

6.1 WealthKernel will provide you with the following periodic reports, which we will make available via email:

6.1.1 An annual statement providing information about all costs and charges you have incurred in relation to our Services, including an illustration showing the cumulative effect of costs on return in relation to our Services.

6.1.2 An annual tax pack, providing you with a consolidated tax certificate and portfolio income schedules.

6.2 You will be provided with:

6.2.1 A quarterly statement of the previous quarter’s performance pertaining to your portfolio. 

6.2.2 Monthly factsheets detailing information regarding each portfolio risk level and holdings, which are available on the Clim8 App and website. 

7. YOUR GENERAL OBLIGATIONS 

7.1 In order for us to be able to provide you with our Services, you need to:

7.1.1 agree these Terms, the WealthKernel Retail Client Terms and Conditions, and (if applicable) the WealthKernel Terms for the Stocks and Shares ISA, or the WealthKernel Terms for Stocks and Shares Junior ISA which is currently unavailable for new customers);

7.1.2 supply us with all information, documentation or copy documentation that we require to provide our Services, as well as to fulfil our legal, regulatory and contractual obligations, and you confirm that such is accurate, complete and not misleading;

7.1.3 notify us promptly of any change to the information supplied by you to us; and

7.1.4 pay all fees due under these Terms.

8. INTELLECTUAL PROPERTY

8.1 We licence, but do not sell, our Services, the App, your Account and use of our website (www.clim8.com), as well as and any related software or provided information (including any dashboard, documents, text, graphics, photographs and other images, videos, sound, trademarks and logos (all together, “Information”)) to you for your own personal use. 

8.2 We and our licensors (if any), are at all times the owner of all intellectual property relating to the Information. Nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors (if any) and you do not acquire any ownership rights by using or receiving any Information.

8.3 You shall not, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties to these Terms:

8.3.1 except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any Information in any form or media or by any means; 

8.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any Information;

8.3.3 access all or any part of the Information in order to build a product or service which competes with our Services or the App;

8.3.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Information available to any third party; and / or

8.3.5 attempt to obtain, or assist third parties in obtaining, access to the Information other than as permitted by these Terms.  

8.4 Software may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open Source Software”). To the extent that Information uses or contains any Open Source Software, that element only is licensed to you under the relevant licence terms of the applicable third party licensor (“Open Source Licence Terms”) and not under these Terms, and you accept and agree to be bound by such Open Source Licence Terms. A reference to the source code for any Open Source Software contained in any Information and the relevant Open Source Licence Terms will be made available to you upon request.

9. WITHDRAWALS

9.1 You can request to withdraw your funds from your portfolio at any time, through the app by clicking on your account and following the steps. If you need assistance with this you can contact support@clim8.com, at which point WealthKernel will sell the relevant investments as soon as commercially practicable and send you your funds. 

9.2 If you make a withdrawal, WealthKernel will sell the relevant assets and send the money to your Account. If the value of your investment(s) has fallen you may not be able to get back the full amount you have invested. Also, please be aware there are no refunds for payments which are due to us and WealthKernel for Services provided.

9.3 We will only make external payments to the bank account as stated in your Account.

10. FEES

10.1 To use our Services, you will pay an annual management fee of 0.6% (including VAT where applicable) on the total of your assets under management. Please refer to our fees FAQ for more detail. 

10.2 Any research by us and WealthKernel will be paid for directly by us and such costs will not be passed to you.

10.3 Please note that other taxes, costs and charges may also apply, which are not charged by or through us or WealthKernel. These include but are not limited to fund charges, taken directly from the fund provider, and market spread, which is the difference between the price at which WealthKernel are able to buy and sell investments. 

10.4 Whilst the fee is quoted as ‘annual’, it is taken monthly in arrears directly from your assets under management. Fees will be debited in the first week of each month. If you add or withdraw funds partway through a month, you will only be charged for the time it was invested during that month. An itemised breakdown of our costs and charges is available on request.

10.5 Fees are based on our and WealthKernel’s current understanding of the VAT treatment of the fees. In the event of any change in the VAT treatment of the fees, we and WealthKernel reserve the right to agree with you a change in the fee basis to reflect the revised circumstances.

11. CONFLICT OF INTERESTS AND INDUCEMENTS

11.1 We will always endeavour to act in your best interests as our client. We maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. Where our organisational or administrative arrangements to prevent conflicts of interest from adversely affecting the interest of our clients are not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented, we will, as a measure of last resort, clearly disclose to you the conflict of interests and the steps taken to mitigate the risks before getting your consent to undertake the relevant business on your behalf. A copy of our conflicts of interest policy is available to you upon your request.

11.2 As part of providing our Services to you, we may receive acceptable minor non-monetary benefits. Minor non-monetary benefits are those which: 

11.2.1 are capable of enhancing the quality of service provided to you;

11.2.2 are of a scale and nature that it could not be judged to impair our compliance with our duty to act honestly, fairly and professionally in your best interests;

11.2.3 are reasonable, proportionate and of a scale that is unlikely to influence our behaviour in any way that is detrimental to your interests; 

11.2.4 enables or is necessary to the provision of our Services; and

11.2.5 consist of:

11.2.5.1 information or documentation relating to a financial instrument or an investment service, that is generic in nature or personalised to reflect the circumstances of an individual client;

11.2.5.2 written material from a third party that is commissioned and paid for by a corporate issuer or potential issuer to promote a new issuance by the company, or where the third party firm is contractually engaged and paid by the issuer to produce such material on an ongoing basis, provided that the relationship is clearly disclosed in the material and that the material is made available at the same time to any firms wishing to receive it, or to the general public;

11.2.5.3 participation in conferences, seminars and other training events on the benefits and features of a specific financial instrument or an investment service;

11.2.5.4 hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training events mentioned under clause 10.2.5.3;

11.2.5.5 research relating to a financial instruments issued by an issuer, which is: (i) produced prior to the issue being completed; and by a person that is providing underwriting or placing services to the issuer on that issue; and (ii) made available to prospective investors in the issue; or

11.2.5.6 research that is received so that we may evaluate the research provider’s research service, provided that: (i) it is received during a trial period that lasts no longer than 3 months; (ii) no monetary or non-monetary consideration is due (whether during the trial period, before or after) to the research provider for providing the research during the trial period; (iii) the trial period is not commenced with the research provider within 12 months from the termination of an arrangement for the provision of research (including any previous trial period) with the research provider; and (iv) we make and retain a record of the dates of any trial period accepted under this rule, as well as a record of how the conditions in (i) to (iii) were satisfied for each such trial period.

12. DATA PROTECTION

12.1 All of your personal information and financial information (called personal data) will be processed in accordance with our Privacy Policy available at www.clim8.com/privacy-policy. 

13. HOW WILL WE COMMUNICATE?

13.1 We will communicate with you in English by email and / or through the App, and reserve the right to call you by telephone. You may communicate with us in English by emailing support@clim8.com, or otherwise in accordance with procedures notified to you by us (including security procedures and use of passwords). Communications will be deemed received on the earlier of the time at which it is accessed or 2 UK business days after receipt. However, if you receive a bounce-back saying that a communication has not been delivered / received, then it shall be deemed not received. 

13.2 You acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient. Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known virus or bug, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of our Services.

13.3 We may act on any instruction or notification we believe in good faith is from you, without carrying out any further checks or investigations. We will not be liable for following an instruction or notification which is not genuine; or for investigating, not investigating, or not following any instruction or notification that we believe may not be genuine. We will not be liable for any error of transmission or misunderstanding, or for the fraud of any other party (except in the case of our negligence, wilful default or fraud as described in clause 13 below). We are not obliged to acknowledge receipt of your instructions.

13.4 We may record and monitor conversations we have with you, and we will keep a record of all communications for as long as required by law or we feel appropriate.

14. OUR LIABILITY

14.1 We are committed to providing you our Services with reasonable skill, care and diligence in accordance with these Terms. As long as we do this, we cannot and do not accept any liability for loss (or the loss of an opportunity to gain) which arises from or in connection with your use of our Services.

14.2 Please note we do not provide, nor do we accept responsibility for, legal, tax or accounting advice. Your tax treatment depends on your individual circumstances and may be subject to change in the future. 

14.3 Notwithstanding any other provision in these Terms, we do not limit or exclude our liability for fraud or death or personal injury as a result of our negligence or that of our employees, nor for any other liability which cannot be excluded under applicable law.

15. CANCELLATION 

15.1 Please note that your cancellation rights are as set out in the WealthKernel Retail Client Terms and Conditions. If you wish to exercise your right to cancel, you can do so by sending written notice of the cancellation to support@clim8.com

16. TERMINATION

16.1 You or we may terminate this agreement for our Services at any time, without penalty. If you wish to terminate this agreement for our Services, you must notify us in writing by email to support@clim8.com and termination will take effect from the date of receipt (as determined in accordance with clause 12).

16.2 Please note that if and when our agreement for Services are terminated, unless we agree with you otherwise, your investments will be sold and the money received returned to you. Subject to circumstances beyond our control, your investments will be sold within 2 UK business days (on which the relevant markets are open) of receiving your termination notice or our decision to exit you from our system (as applicable).

16.3 If the value of your investment(s) has fallen you will not get back the full amount you invested. Also, please be aware that we offer no refunds for payments due to us for Services provided.

16.4 Please note that by terminating a Stocks and Shares ISA, and therefore selling the investments within it, will have the effect of the Stocks and Shares ISA losing its tax free status. Please see our additional terms on our Stocks and Shares ISA for more information.

16.5 Please note that a Stocks and Shares Junior ISA can only be transferred to another provider unless the individual named in the account becomes of age.

17. CHANGING OR REPLACING THESE TERMS

17.1 We may make changes to these Terms for the following reasons:

17.1.1 Changes to relevant law or regulation, or a decision of the Financial Ombudsman Service.

17.1.2 Changes to the way we are taxed (including the requirement to pay any government or regulatory levy), or the way you and / or your product are taxed.

17.1.3 Changes required by any regulatory or tax authority or industry guidance or codes of practice.

17.1.4 Changes in the way investment markets work, including changes in investment/securities dealing or administration which may affect your Account.

17.1.5 To make the Terms easier to understand and any other changes that are not detrimental to you.

17.1.6 If it becomes impossible or impractical, in our reasonable opinion, to carry out any of the Terms as a result of circumstances beyond our reasonable control.

17.1.7 To reflect changes to our Services or the manner in which we provide them to you.

17.1.8 To reflect changes to the level of charges applicable to your Account.

17.1.9 To reflect changes to the range of investments we make available to you from time to time.

17.1.10 To reflect improvements to our Services that technological, service or propositional enhancements have allowed us to make.

17.2 Changes to these Terms which are due to reasons outside our control (e.g. changes in legislation) or are not detrimental to you (e.g. improvements to the Services we are able to offer you) will take effect immediately and we will notify you at the next appropriate opportunity. We will not be liable to you for any failure or delay in performing our obligations under the Terms if such failure or delay is due to any cause outside our reasonable control. 

17.3 Otherwise, we will write and tell you about any material changes at least 30 calendar days before a change becomes effective and where this is reasonably possible. If it is not, we will write to you at the earliest opportunity after the change has taken place.

18. COMPLAINTS

18.1 In the event of any complaint regarding our services you should contact us in writing by email to complaints@clim8.com. 

18.2 We will, as soon as is practicable, investigate the matter with any employees who may be directly concerned to determine the appropriate course of action. After investigating we will write to you detailing the results of the investigation and offering, where appropriate, redress.

18.3 We will consider your complaint to be closed in any of the following circumstances:

18.3.1 If at any time you have accept in writing an offer of redress or have written to us confirming that you are satisfied with our response to the complaint (or simply confirm in writing that you wish to withdraw the complaint). We will write to you acknowledging receipt, making redress (if appropriate) and confirming that the complaint has been closed; or

18.3.2 If you have not replied to an initial or interim letter offering redress having been invited to do so within eight weeks of the date of the letter and such offer of redress has been made or set aside for you to claim if it cannot be made because you have not replied.

18.4 If we do not deal with your complaint to your satisfaction, you may be able to refer it to the Financial Ombudsman Service. This does not prevent you from taking legal proceedings. The Financial Ombudsman Service’s contact details are: 

18.4.1 Address: Financial Ombudsman Service, Exchange Tower, London, E14 9SR. 

18.4.2 Tel: 0800 023 4567

18.4.3 Email: complaint.info@financial-ombudsman.org.uk

19. GOVERNING LAW

19.1 These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales, subject to any mandatory provisions of the applicable law of your place of residence. The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms, including in relation to any non-contractual obligations. Notwithstanding this fact, if you are a consumer living in Scotland you may bring legal proceedings in either the Scottish or English courts, and if you are a consumer living in Northern Ireland you may bring legal proceedings in either the Northern Irish or the English courts.

20. ANTI-TAX EVASION AND ANTI-BRIBERY

20.1 You will ensure that neither you, nor any persons acting on your behalf in connection with these Terms, shall by any act or omission commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax and tax includes duties and social security contributions. 

20.2 You will not do or omit to do any act or thing which constitutes or may constitute an offence under or breach of the Bribery Act 2010 or any other applicable anti-corruption legislation, or which could cause us to breach such legislation. 

20.3 You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations in relation to this clause 19, and on your becoming aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of these requirements set out in this clause 19.

21. MISCELLANEOUS 

21.1 Clim8 Invest Ltd is an appointed representative of WealthKernel Limited, which is authorised and regulated by the Financial Conduct Authority (“FCA”) and whose Firm Reference Number is 723719. Clim8 Invest Ltd’s address is 1 Lyric Square, London, W6 0NB, United Kingdom. The investment management services provided under these Terms are provided by WealthKernel Limited acting under the Clim8 Invest brand. WealthKernel Limited’s registered address is 41 Luke Street, London, EC2A 4DP, United Kingdom. 

21.2 You may not assign or transfer any of your rights or responsibilities in relation to the Services we provide and your Account.

21.3 These Terms constitute the entire agreement between the parties to it and supersedes any prior agreement or arrangement in respect of its subject matter.

21.4 These Terms do not create any form of partnership joint venture or any other similar relationship between the parties.

21.5 Neither party has entered into these Terms in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in these Terms;

21.5.1 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into these Terms and which is expressly set out in these Terms will be for breach of contract; and

21.5.2 nothing in these Terms will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation, or any other matter in relation to which liability cannot be limited under applicable law.

21.6 Unless and to the extent we agree otherwise in writing, a person who is not a party to these Terms will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any aspect of them. 

21.7 Each of the provisions of these Terms are separate, severable and enforceable. If any provision of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms and this will not affect the remainder of these Terms which will continue in full force and effect.

21.8 No waiver of any part of these Terms shall be effective unless in writing and executed by you and us. No failure or delay by a person to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

21.9 Your agreement with us under these Terms shall commence from the earlier of the date you confirm your agreement to them and the date you start making use of our Services. 

22. CONSENT

22.1 It is important to us that you understand and are happy with these Terms. If you have any questions or something doesn’t make sense, please let us know by emailing us at support@clim8.com. Unless we agree otherwise in writing, these Terms apply to all Services we make available to you. 

22.2. Please note that by agreeing to these Terms you:

22.2.1 acknowledge that you have read these Terms carefully, and agree that understand that they apply to all the Services you receive from us.

22.2.2 authorise the transfer of information, on a confidential basis, as required under these Terms, between us and WealthKernel.