Terms of business for intermediaries

Updated: February 2024

Introduction

Other than where agreed with you, these terms of business (referred to throughout as the “Terms”) govern the basis on which Downing LLP (hereinafter “Downing”; “we”; “us”; or “our”) will accept Business from “you”, the Intermediary (as defined in clause 18 below; hereinafter “you”; “yourself” or “your”) in relation to certain Downing Products and Downing Services (as further detailed in Schedule 2 to these Terms). By introducing a Client(s) to us you accept and consent to these conditions.

1. Application and scope

1.1 You are authorised or exempt under the Applicable Rules to promote, distribute, market, provide advice (and related services), execution-only and non-advised services to your Client(s) in relation to various investments and services, including without limitation those set out in Schedule 2.

1.2 You understand the requirements of the relevant Applicable Rules that apply in relation to all activities under or in any way connected with or offered as set out in these Terms.

1.3 Downing is authorised under the Applicable Rules to provide the service of managing investments. We also provide the associated services of arranging and executing transactions and custody services, but only in respect of the investments that we manage.

1.4 At all times you, your employees and Appointed Representatives cease to be regulated by the FCA. You warrant that you will notify us if you, your employees or your Appointed Representatives cease to be regulated by the FCA, cease to be a Certified Person or fail to have the relevant Permissions.

1.5 Client(s) introduced to us by you may become Client(s) of Downing and enter into a Client(s) agreement with us. You will continue to provide advice and other services to those Client(s). You will remain the agent of your Client(s) in relation to all aspects of the Downing Products and Downing Services until these Terms are terminated in accordance with section 15 or until Downing is notified by the Client(s) that you are no longer acting on the Client(s) behalf.

1.6 Downing agrees that at all times whilst your Client(s) continues to be invested in a Downing Product or is using a Downing Service in accordance with these Terms between you and us, Downing may share Client(s) data with other parts of the Downing Group for the purposes of promoting products and services.

1.7 These Terms constitute the terms and conditions in respect of which we will accept business from you as the Intermediary.

1.8 You warrant that you have obtained all necessary authorities and consents from the Client(s) to act on the Client(s) behalf and to process, disclose and receive the Client(s)information and that those authorities and consents are valid each time we undertake any Business with you in relation to that Client(s). You warrant to tell us when any relevant authorities and consents from any Client(s) cease to be valid.

2. Commencement and termination of previous agreement

2.1 These Terms shall commence on the date we first accept an application which has been placed with us by you (“Effective Date”).

2.2 These Terms supersede any Terms previously provided to you and any amendments to such Terms that may have been agreed from time to time.

2.3 By introducing Client(s) to us, you acknowledge that you have read, understood and agreed to these Terms.

3. Obligation of each part in respect of suitability

3.1 We will provide Downing Products and/or Downing Services directly to your Client(s), so that any such Client(s)will also become our Client(s) in relation to reporting.

3.2 Because we are providing the services of managing investments or providing services directly to your Client(s), you are arranging for the Client(s) to have a direct contractual relationship with us, and therefore you agree and acknowledge that you are not delegating the management of investments to us.

3.3 You agree that Downing will not provide investment of tax advice to you or to any Client(s) or advise on the suitability of investing in any Downing Product or using a Downing Service.

3.4 Except where otherwise provided by the Applicable Rules, you agree that our obligations in respect of assessing suitability will be limited to determining whether any decision to trade is suitable for the investment mandate for the relevant Downing Product that you have recommended to your Client(s) in accordance with the investment mandate of any Downing Product

3.5 You agree that you are solely responsible for ensuring that the Downing Product(s) or the use of the Downing Service by your Client(s) are and shall continue to remain suitable and appropriate for the Client(s) for the purposes of the Applicable Rules including, without limitation, the Applicable Rules of the FCA set out in Chapter 9 and 9A of Conduct of Business Sourcebook (COBS).

3.6 We will be entitled to rely on the suitability assessments you perform for the purposes of Chapters 9, 9A and 2 of COBS in respect of Client(s) proposing to invest in Downing Products or Downing Services. We will rely on the fact that you will only make a personal recommendation to a Client(s) to invest in a Downing Product or Downing Service that is within the designated target market, as defined by Downing. You will notify us if you do make a personal recommendation to a Client(s)to invest in a Downing Product or Downing Service that is outside of the designated target market. We may ask for more detail on the supporting evidence you collect for these assessments in selected cases and you agree to provide such evidence in accordance with our reasonable requests. You accept that failure to provide any additional information may mean that we are unable to provide any Downing Products or Downing Services to Client(s).

You acknowledge and agree that you are responsible for performing any ongoing suitability assessments in respect of the Client(s) in relation to Downing Products and Services.

3.7 Where we accept execution only instructions from you, we will carry out the transaction on your Client(s) behalf, following your explicit instructions. We acknowledge that Client(s) are responsible for the suitability of investment selection for Execution-Only Dealing.

4. Basis of service and relationship of the parties

4.1 A Client(s) which is introduced by you to us that trades, transacts or invests in a Downing Product or uses a Downing Service shall become a Client(s) of Downing in relation to the relevant Downing Product and/or Downing Service. However, in relation to your business and the advice you provide to your Client(s) and/or any suitability assessments you provide, that Client(s)s shall remain as your Client(s)s in accordance with your terms with that Client(s). You acknowledge that Downing does not provide investment services to you and accordingly you are not a Client(s) of Downing. Accordingly, we will not assign a Client(s) categorisation (as defined in the Applicable Rules) to you.

4.2 Without prejudice to your obligations under these Terms, you acknowledge that, whilst respecting the nature of your relationship with Client(s) and without prejudice to your obligation under these Terms, we may communicate directly with Client(s).

4.3 Your introduction of a Client(s) does not place us under any obligation to accept such a Client(s) and we may decline any Client(s) (including terminating an on-going relationship with a Client(s), in our sole and absolute discretion and without prior reference to you or agreement or approval with you.

4.4 Nothing in these Terms shall create or be construed as creating any partnership, agency, relationship, or joint venture between you and us (including between us and any of your respective employees, agents or Appointed Representative (where applicable).

4.5 You acknowledge and agree that you are not authorised to act on behalf of or to bind Downing and under no circumstances will you act or hold yourself out to any Client(s) as our agent.

4.6 When we communicate with you in your own capacity, we will treat you as an “investment professional”, as defined under the Financial Promotions Rules.

4.7 In respect of any communication sent by us to you that is intended for “investment professionals” or “professional advisers”. You undertake that you shall not, without our prior written consent, forward, copy, reproduce or duplicate in any way or in any media that communication to any retail investor unless you:

(a) Identify yourself (and not us) as the issuer of that communication;

(b) Have ensured and are satisfied that you are able to rely on and have complied with one or more (as the case may be) of the exemptions set out in the Financial Promotions Rules, where applicable; and

(c) Where requested to do so by us can provide a certificate in a form acceptable to us, which confirms the matters set out in 4.7(b) above.

4.8 Downing will be entitled to rely on the classification assessments you perform for the purposes of Chapter 3 of COBS in respect of Customers proposing to invest in Downing’s Products or Services. Downing may ask for more detail on the supporting evidence you collect for the assessments pursuant in selected cases and you agree to provide such evidence in accordance with Downing’s reasonable requests.

5. Documentation

5.1 You agree that it is your responsibility to ensure you have the latest versions of the documentation produced by us relating to Downing Products and Downing Services and that you will provide all applicable documentation to the Client(s) in accordance with the Applicable Rules and that you will make the Client(s) aware of all relevant risk warnings applicable to the relevant Downing Products and/or Downing Services. Downing shall provide you as soon as possible with up-to-date documentation in connection with the Downing Products and/or Downing Services. However, you agree that you are responsible for ensuring that you are providing the Client(s) with the most upto date versions of the documentation in relation to Downing Products and/or Downing Services issued by Downing. You warrant that you will not make any written or oral representations to Client(s) which materially differ from the information set out in the most recent documentation Downing Products and/or Downing Services.

5.2 Subject at all times to your obligations in clause 4.7 above, you shall promptly pass to the Client(s) without amendment, any document supplied by us for the Client(s) information, benefit.

5.3 Under MiFID II and Consumer Duty regulations, you are required to provide us, at least annually, such data and information as Downing may reasonably request, for us to review the distribution of the Downing Products and/or Downing Services as relevant.

6. Information

6.1 You agree that we may rely upon any information you provide to us and you warrant that such information is accurate and complete unless you notify us otherwise.

6.2 You agree that you will supply us with information in relation to Client(s) that we may request for the purposes of complying with our obligations under relevant domestic or international Applicable Rules. This includes, but is not limited to, information in respect of FATCA (Foreign Account Tax Compliance Act), CRS (Common Reporting Standard) and any future intergovernmental agreements. You warrant that you will let us know as soon as practicable when you become aware that such information is incomplete or inaccurate or if the Client(s) moves to any country outside of the United Kingdom.

You agree that you will also supply us with information in relation to Client(s) that we may request for the purposes of complying with our obligations under applicable FCA (Financial Conduct Authority) rules, including but not limited, to the PROD and PRIN sourcebooks.

‍

7. Anti-money laundering, anti-bribery and corruption, and preventing the facilitation of tax evasion

7.1 You agree that you are responsible for ensuring compliance with all relevant requirements of the Applicable Rules as regards financial crime and the prevention of money laundering, in relation to those activities concerned with the distribution of Downing Products and Downing Services to Client(s).

7.2 We shall be responsible for ensuring compliance with the Applicable Rules referred to in clause 7.1 in relation to those activities concerned with the provision of Downing Products and Downing Services to Client(s).

7.3 By introducing Client(s) to us, you:

(a) acknowledge that we place reliance on you to undertake Client(s) due diligence, including verification of Client(s) identity, and in accordance with Regulation 39 of the Money Laundering Regulations 2017 consent to us placing such reliance on you;

(b) confirm that the policies and procedures you have in place to verify Client(s) identity meet the standard level of customer verification required of regulated firms;

(c) agree to provide confirmation of verification of identity via certificate, for any Client(s) for whom we are placing reliance on you;

(d) agree that we may, at our discretion, carry out checks on the information and evidence held by you for the purpose of verifying Client(s) identity. You agree to provide, immediately on request, copies of relevant identification and verification data and documentation held for a Client(s) in respect of whom we have placed reliance;

(e) acknowledge that we may ask you for further information, or undertake our own checks, to meet our own Client(s) due diligence standards;

(f) confirm that you have adequate policies and procedures in place as necessary to comply with the Bribery Act 2010 (in respect of prevention of bribery and corruption) and the Criminal Finances Act 2017 (in respect of the prevention offacilitation of tax evasion), and to guard against fraud;

(g) undertake to inform us of any material breach of the obligations covered in this section;

(h) acknowledge that we may undertake our own remediation or investigation should we perceive a breach of the obligations covered in this section.

8. Indemnity

8.1 You agree to indemnify us and keep us indemnified against any Losses which we may suffer or incur arising from:

a) any failure by you to comply with the Applicable Rules;

(b) failure by you to perform and maintain suitability assessments in respect of each Client(s) in accordance with the requirements of COBS;

(d) any breach by you of these Terms;

(e) the provision of inaccurate or incomplete information by you or failure to update information previously supplied to Downing;

(f) any inaccurate or misleading statement made to a Client(s) concerning Downing, a Downing Product or Downing Service;

(g) failure to make, or late payment ofany amounts owing to Downing by you or a Client(s), except to the extent such Losses are directly caused by the negligence, fraud or wilful default of Downing.

(h) failure to validate and/or inform Downing in changes to bank account details or personal Information.

9. The basis on which remuneration may be paid to you

9.1 The payment of fees or any other form of remuneration or payment shall at all times be governed by these Terms and the Applicable Rules. For Business conducted on or after 31 December 2012 which relates to Downing Products, we will only facilitate the payment of Adviser Charges to you, which always have been prior agreed between you and the Client(s). We therefore, reserve the right to refuse to pay any remuneration in respect of introductions relating to Downing Products, where to do so would put us and/or you in breach of any Applicable Rules.

9.2 Without prejudice to clause 9.1, clauses 10 and 11 set out the basis on which we will pay remuneration or facilitate the payment of Adviser Charges to you.

9.3 Downing may, at its discretion cease to pay you fees or any other form of remuneration including Adviser Charges or payment if:

(a) your Permissions are either suspended, cancelled, revoked or amended in such a way that you are not able to fulfil your obligations under these Terms;

(b) you are subject to an investigation or enforcement action by the FCA (or any other relevant regulatory body) in relation to a matter concerning these Terms;

(d) you commit a breach of these Terms or an alleged breach or actual breach of the Applicable Rules.

10. Commission payments

10.1 We will not pay you any commission in respect of Client(s) introduced to us by you, except we may agree to pay you commission in the following circumstances:

(a) where you have not made any Personal Recommendations in relation to the relevant Downing Product or Downing Service;

(b) the relevant Downing Product is not a Downing Product;

(e) where the commission relates to advice services that were provided by you to the Client(s) before 31 December 2012; and

(i) the payment of commission would be permitted by the Applicable Rules in force at that time;

(ii) the effective date of the relevant terms in force at the time that a Client(s) was introduced to a Downing Product or Downing Service is prior to 31 December 2012; and

(iii) the Client(s) invested, traded or transacted in a Downing Product or utilised a Downing Service within a reasonable time of your Personal Recommendation having been given; and

(f) any other situation agreed between us provided the payment of such commission is permitted by and is in accordance with the Applicable Rules.

10.2 Downing may cease paying commission to you under clause 10.1 above where: (a) the Client(s) ceases to be invested in or hold the Downing Product or no longer utilises an Downing Service; (b) the Client(s) receives advice from you on or after 31 December 2012 that constitutes a Disturbance of that advice, as summarised in Schedule 1; or (c) for the avoidance of doubt, it is no longer permitted under the Applicable Rules.

10.3 We reserve the right to reclaim (or withhold) commission from you: (a) if we have overpaid you or you have received payment in error; (b) if any Client(s)exercises any right of cancellation under the Applicable Rules; (c) in order to satisfy any outstanding amounts owed by you to us under these Terms; (d) to offset any settlement amount due.

10.4 In accordance with the Applicable Rules (where applicable), you shall disclose to the Client(s) the amount of commission, fees and other income or non-monetary benefits you may receive prior to the Client(s) making an investment in any Downing Product or Downing Service.

11. Adviser

11.1 Subject to Clause 11.2 and the Applicable Rules, if a Client(s) purchases a Downing Product following a Personal Recommendation by you, Adviser Charges may be paid to you in one of the following ways (depending on the nature of the Downing Service and/or Downing Product in question):

(a) payment made directly by the Client(s); or

(b) Downing facilitating the payment of the Adviser Charges to you on behalf of the Client(s) from one or more of the following sources

(i) the monies received by Downing from a Client(s) for investment in an Downing Product;

(ii) a Client(s) cash account;

(iii) selling, redeeming or otherwise disposing of all or part of a Client(s)Downing Product;

(iv) disposing of or reducing all or part of a Client(s) rights under the Terms of an Downing Product; or

(v) as otherwise permitted under the Applicable Rules from time to time.

11.2 You warrant and undertake that you shall: (a) disclose all information required by the Applicable Rules to the Client(s) as regards your Adviser Charges and our Downing Product charges; (b) gain the informed consent of the Client(s) in respect of your Adviser Charges; (c) immediately inform us if the Client(s) swishes to withdraw your services, ceases to pay Adviser Charges, or otherwise withdraws from the Downing Product.

11.3 Downing will deduct initial Adviser Charges and pay them to you only on the availability of cleared funds and completed account-opening documentation, including the Client(s)consent to Adviser Charges. On request you shall provide us with such information as is reasonably required by us to confirm that the Client(s) has consented, and/or continues to consent to Adviser Charges.

11.4 Where Downing agrees to establish and maintain a Client(s) cash account under 11.1(b) (i) we will cease paying Adviser Charges once the balance of this Client(s) cash account is nil. We may accrue any Adviser Charges and pay them to you if the Client(s) cash account is replenished, or when the Client(s) liquidates the Downing Products. In any event, no Adviser Charges or Downing Product charges may be applied to balances on a Client(s) cash account.

11.5 Where there is insufficient money in the Downing Product or the Client(s) cash account to pay the Downing Product charges and the Adviser Charges, the Downing Product charges shall take precedence and shall always be paid first.

11.6 In any event, Downing will cease to pay Adviser Charges to you if the value of the Downing Product reaches £0 (nil).

11.7 You may ask us to make ad hoc payments, but we reserve the right to charge you for each payment that we instruct for you. Downing will pay initial and on-going commissions and Adviser Charges that are due and payable to you on a regular basis.

11.8 For the avoidance of doubt, we will not be liable to you in respect of any Adviser Charges owed to you by any Client(s)(including, without limitation, where a Client(s) asks us not to pay an Adviser Charge to you) and in all cases without limitation the liability of the Adviser Charge shall be for the accountability of the Client(s).

12. Non -monetary benefits

12.1 The parties agree that Downing will not provide any non-monetary benefits to the Intermediary, except those that may be defined as ‘reasonable non-monetary benefits’ in accordance with the Applicable Rules (including without limitation, Chapter 2 of COBS), and always at Downing’ sole and absolute discretion.

13. Complaints

13.1 We shall be responsible for resolving any Client(s) complaints which relate to the Downing Products and/or Downing Services, our promotional material and any administration or servicing activity for which we are responsible under or in connection with these Terms.

13.2 You shall be responsible for resolving any Client(s) complaints which relate to any services which you provide to Client(s) (including, without limitation, the provision of advice or related services and the distribution of Downing Products and/or Downing Services) under these Terms.

13.3 If a Client(s) makes a complaint in connection with any Downing Products of the type referred to in clause 13.1, you shall notify us immediately and shall provide the complainant with details of who to contact to escalate their concerns.

13.4 Any complaints arising under these Terms should be notified to the Customer Services Team at Downing, 10 Lower Thames Street, London, EC3R 6EN.

14. Amendment

14.1 We may change these Terms at any time, and we will notify you of any material changes that affect you. The latest copy of these Terms can be found on our website at www.downing.co.uk/termsofbusiness or alternatively, please contact Downing.

14.2 You will be given at least 30 days’ notice via e-mail or other durable medium, in respect of any material change to these Terms that affect you, unless the specific circumstances require a shorter or longer period (including, without limitation, where required to do so under the Applicable Rules).

15. Termination

15.1 You will be given at least 30 days’ notice via e-mail or other durable medium, in respect of any material change to these Terms that affect you, unless the specific circumstances require a shorter or longer period (including, without limitation, where required to do so under the Applicable Rules).

15.2 Termination shall not affect any existing obligations incurred by either party prior to such termination.

15.3 We reserve the right to terminate these Terms with immediate effect by notice in writing to you in the following circumstances:

(a) if you cease to be authorised or exempt from authorisation in respect of the business;

(b) if you go into liquidation or receivership or are subject to an administration order, enter into any arrangement with creditors, are unable to pay your debts, have your goods seized in execution or (if you an individual) are bankrupt;

(c) if you are subject to any regulatory investigation or have any enforcement action taken against you by any regulatory body or any other event happens which in the opinion of Downing is likely to bring its reputation into disrepute or be detrimental to its business interests.

16. Data Protection

16.1 Each party: (a) acknowledges that, for the purposes of Data Protection Laws, it is a data controller of personal data relating to these Terms and that it independently of, and not jointly with, the other party, determines the purposes for which and the manner inwhich that personal data is, or is to be, processed; (b) shall comply with the requirements of Data Protection Laws.

16.2 Notwithstanding paragraph 16.1(a), you will be responsible for providing fair processing information to Client(s)whose personal data we process pursuant to these Terms, on behalf of both Downing and yourself. You will maintain a record of Client(s) to whom you have provided fair processing information on behalf of Downing under this paragraph 16.2 and will make that record available to Downing on our reasonable request. Downing will provide you with a copy of the relevant fair processing information to be provided to Client(s) under this paragraph 16.2.

16.3 Each party shall notify the other party as soon as reasonably practicable after becoming aware of any Data Breach and provide the other party with a reasonable description of that Data Breach promptly upon that information becoming available. Each party shall, at the request, reasonable cost and expense of the other party, provide reasonable assistance to the other party to mitigate any adverse effects of any Data Breach on that party’s business and affected individuals. Neither party shall release or publish any notice, press release or report concerning the Data Breach without first consulting the other party, save that it may disclose a Data Breach to the extent required by Applicable Rules.

16.4 If an individual makes a written request to either party to exercise their rights of access, rectification or erasure, to restrict or object to processing of personal data or to data portability which relates directly or indirectly to the other party’s processing of personal data, the receiving party shall promptly forward that request to the other party and at the request, cost and expense of the other party, provide reasonable assistance to the other party to respond that request in accordance with applicable deadlines under Data Protection Laws.

16.5 Each party shall, to the extent permitted by Applicable Rules, if it receives any complaint, notice or communication from a supervisory authority which relates directly or indirectly to other party’s processing of personal data, or an actual or potential failure by the other party to comply with Data Protection Laws, promptly forward the complaint, notice or communication to the other party and, at the other party’s request, reasonable cost and expense, provide them with reasonable co-operation and assistance in relation to the same.

17. General

17.1 If any part of these Terms is found to be illegal, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

17.2 You may not delegate or transfer any of your rights or obligations under these Terms without our prior written consent.

17.3 Downing may assign these Terms giving 30 days’ notice subject to the prior written consent of the other party.

17.4 A party who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

17.5 These Terms and any disputes arising out of or in connection with them are governed by and construed in accordance with English Law, and the parties submit to the exclusive jurisdiction of the English Courts.

17.6 The failure of Downing to exercise or delay in exercising a right or remedy provided by these Terms or by law does not constitute a waiver of the right or remedy of other rights or remedies.

17.7 We may record telephone conversations and Electronic Communications between you and us.

18. Material interests and conflicts of interest

18.1 Your attention is drawn to the fact that when we provide our services, we, a member of the Downing Group or an Affiliate, may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned.

18.2 We take all appropriate steps to maintain effective internal arrangements to identify, and to prevent or manage, conflicts or potential conflicts of interest which may damage the interests of clients, as appropriate to the nature, scale and complexity of our business activities. We maintain a Conflicts of Interest Policy in relation to these arrangements, a copy of which is available on request.

18.3 We also maintain a Conflicts of Interest Register (which details individual conflicts) and Conflicts of Interest Log (which records high level conflict themes). Where we are not able to prevent or manage effectively any conflicts which arise we shall promptly disclose such conflicts to you. The Conflicts of Interest Register and Log will change periodically when our business activities vary. A quarterly review is also conducted to ensure such changes are captured.

‍18.4 Although not an exhaustive list, some of the measures for conflicts management cover the following areas:

(a) any gifts or benefits offered or received by our employees, to or from, clients or financial services companies they deal with must adhere to internal reporting and pre-clearance policies, regulatory and legal requirements

(b) it is usual for employees to undertake deals on their own behalf. We recognise that this can create a conflict with the duties owed to our clients. Therefore all of our employees and connected parties are required to comply with our Personal Account Dealing policy which amongst other matters prohibits:

(i) dealing ahead of client orders

(ii) dealing in an investment where they know, or should know, that a written recommendation, or a piece of research or analysis, in respect of that investment or any related investment is due to be published

(c) we are structured so that we can operate independently with limited intervention from one of our Downing Group Affiliates. This structure is designed to limit the probability of group conflicts rising

(d) from time to time, we may want to market services to clients of another business within the Downing Group. In such instances we will disclose our relationship with the other relevant entity in the Downing Group to those clients and ensure the services are appropriate and suitable in line with our policies and procedures.

18.5 Except as required by the Regulatory Rules and subject to the rest of these Terms, neither we nor another business within the Downing Group shall be liable to Account to you for any profit or other remuneration received from or by reason of such transactions or connected transactions or to disclose the same or the identity of any other party involved in such transaction nor will our fees be abated.

19. Defined Terms

19.1 Any reference in these Terms to any statute, statutory provision, or rule (including, without limitation, those references set out in 18.2 below) includes reference to any statutory modification, or amendment of it or any re-enactment, or replacement, or replacement that supersedes it, and to any regulation or subordinate legislation made under it (or under such a modification or re-enactment).“Act” means the Financial Services and Markets Act 2000; “Adviser Charges” means the term as used by the FCA from time to time; “AML Rules” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and any relevant anti-money laundering legislation, regulations or guidance note, as amended from time to time.

“Applicable Rules” means all applicable laws, rules, regulations, guidance or codes of conduct which are relevant to the performance by you of your obligations under these Terms, including, without limitation, the Act, the FCA Handbook, FCA Rules, Data Protection Laws, the Bribery Act 2010 and the AML Rules.

“Bribery Act” means the Bribery Act 2010 and any other applicable anti-bribery laws, regulations, rules or guidelines; for

“Business” means any specified activity for the purposes of section 22 of the Act including, without limitation, advising and/or arranging transactions in investments. For the avoidance of doubt, for the purposes of these Terms,

“Business” also refers to the introduction of Client(s) by you to Downing the provision of portfolio management services;

“COBS” means the Conduct of Business Sourcebook of the FCA Handbook; “Client(s)” means a Client(s) of the Intermediary, who also becomes a Client(s) of Downing by investing in a Downing Product or using a Downing Service;

“Data Protection Laws” means: (a) from the date of these Terms up to and including 24 May 2018: (i) Directive 95/46/EC and any applicable national law or regulation that implements that Directive, (ii) the UK Data Protection Act 1998, and (iii) any applicable law in any relevant jurisdiction that applies to the processing of data relating to living persons; and (b)

“Financial Promotions Rules” means any one or more of, the rules and requirements set out in the Financial Services and Markets 2000 (Financial Promotions) Order 2005, the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001.

“Intermediary”; “you”; or “your” means an individual, partnership or company carrying out business which involves introducing Downing Products to its Client(s). If you are a principal of a network of Appointed Representatives, or an Appointed Representative, these Terms shall apply to you and, (where applicable) each of your Appointed Representatives, and you are responsible for ensuring that all of your employees, agents and (where applicable) your Appointed Representatives and your Appointed Representatives’ employees and agents are aware of and comply with these Terms;

“Losses” means any losses, claims, demands, damages, fines, penalties, actions, costs, expenses or liabilities of any nature (including legal fees reasonably incurred);

“Permissions” means any permissions, licences, consents, approvals, authorisations or waivers required under the relevant Applicable Rules and/or any relevant regulatory body (including, without limitation, the FCA, the Office of Fair Trading and the Office of the Information Commissioner (or anybody which succeeds or replaces in whole or in part any of the foregoing);

“Personal Recommendations” means as such term is used by the FCA from time to time;

“Retail Client(s)” means the meaning specified in the FCA Handbook;

“Retail Investment Product” means as such term is used by the FCA from time to time; and

“Terms” means these Terms.

Schedule 1: Disturbance Events

A Disturbance Event may include (without limitation) any of the following:

1. a recommendation to switch a Downing Product risk profile;

2. a recommendation to switch to another Downing Product or Downing Service;

3. a transfer of investments from one party to another party; or any other such event which causes the Downing Product or Downing Service to become subject to the FCA’s Rules on Adviser Charging (including any events notified by us to you from time to time).

Schedule 2: Downing Product and Downing Services

Downing Estate Planning Service

Downing AIM Estate Planning Service

Downing AIM ISA

Downing Enterprise Investment Schemes

‍