1. The Services

1.1 You have an agreement (a "Trading Agreement") in place with a third party broker (the “Broker”) under which you have a trading account with that Broker which you use to enter into trades in various investments (a "Trading Account"). Before you read this Agreement, it is important that you read and understand the Trading Agreement because the services which we, Accendo Markets Ltd, provide to you relate to your Trading Account.

1.2 This Agreement contains the terms and conditions under which we will provide the following services to you in relation to that Trading Agreement:

(a) where you have granted us a power of attorney which permits us to operate your Trading Account, receiving and transmitting your orders to the Broker with whom you have your Trading Account (the "Trading Services");

(b) providing you with individual advice in relation to investment transactions which you enter into using your Trading Account including, without limitation, transactions in shares, derivatives and contracts for difference (the "Advisory Services")

together the "Services".

1.3 Where you have not granted us a power of attorney and we are not permitted to operate your Trading Account, we will provide access through our website (the "Website") to the Broker's electronic trading platform which you can use to provide your instructions in respect of your Trading Account directly to the Broker (the "Trading Platform"). Provision of access through our Website is subject to the terms and conditions which govern your use of the Website and which can be found at: http://www.accendomarkets.com/disclaimer.php (the "Website Terms and Conditions") and not the terms of this Agreement. Your use of the Trading Platform is subject to the separate terms and conditions which govern the Trading Platform and which are set out in your Trading Agreement with your Broker.

1.4 It is important that you read and understand this Agreement before you request that we provide the Services to you. In particular you should ensure that it contains everything that you want and nothing which you are not prepared to agree to. If there is any part or term of this Agreement which you do not understand or do not wish to agree to, you should inform our compliance officer in the manner set out in
Clause 13.1.

1.5 This Agreement will come into effect on the date on which we receive a signed copy of this Agreement from you. This Agreement is governed by English law. English will be the language for communication between you and us for the duration of this Agreement.

2. Joint accounts

2.1 Where you enter into this Agreement jointly with another person or other people, each of you entering into this Agreement will have joint and several liability under this Agreement. This means that:

(a) each of you is separately responsible for complying with this Agreement;

(b) we can pursue any of you for all amounts owed to us, whether this arises from the actions of all or any of you. This means that you can be liable for the actions of the others who have entered into this Agreement with you; and

(c) each of you has full authority on behalf of the others to give or receive any instruction, notice, request or acknowledgment under the Agreement in relation to the Services without obtaining the consent of the others, including an instruction to terminate the Agreement.

3. Regulatory compliance

3.1 We are authorised and regulated by the Financial Services Authority (the "FSA") (registered number 475285) in the conduct of our investment business. The FSA's registered address is 25 The North
Colonnade, London, E14 5HS. Our registered office is 64 London Wall, London, EC2M 5TP.

3.2 We will treat you as a Retail Client in accordance with the FSA rules, unless we inform you otherwise.

3.3 We have a written internal complaints handling policy, as required by the FSA's rules. You can obtain a copy of this on request, and in the event you should have cause for complaint about the Services which we provide to you, a copy will be sent to you.

3.4 In the event that we are unable to meet our obligations to you, you may have a right to seek compensation from the Financial Services Compensation Scheme (the "FSCS") in respect of the Services. As at the date of this Agreement, compensation is limited to 100% of the first £30,000 and 90% of the next £20,000 - with a maximum of £48,000.

3.5 We are required, in accordance with the FSA rules, to take all reasonable steps to identify conflicts of interests between ourselves and our clients, or between one client and another, that arise through the provision of our investment services. We will provide you with a summary of our conflicts policy when we provide this Agreement to you.

4. The Trading Services

4.1 Where you have granted us a power of attorney this permits us to operate your Trading Account on your behalf. This means that when you give an instruction to us in respect of a particular investment, we will then pass that instruction on to the Broker unless the circumstances in clause 4.3 apply.

4.2 You may provide us with instructions in relation to the Trading Services:

(a) by telephone; and

(b) by email, if we have agreed to that in writing, and subject to any additional terms and conditions that we may impose if we agree to that;

in the first instance to your Relationship Manager or if your Relationship Manager is unavailable then to another one of our traders.

4.3 We may in the following circumstances refuse to transmit your order to the Broker:

(a) where your instruction is not given in accordance with this Agreement;

(b) in order to comply with anti-money laundering procedures;

(c) where we reasonably suspect that the instruction is fraudulent or unauthorised by you;

(d) where your instruction is not clear or you have not provided us with the correct details;

(e) where there is a legal requirement or a court or other authority that tells us to act in that way; or

(f) where we cannot comply with your instruction because the circumstances described in clause 9.4(d) have arisen.

4.4 You are responsible for all decisions on whether to invest in, hold or dispose of any investment or to enter into any agreement resulting from our Advisory Service, or in relation to which you provide us instructions through our Trading Service, under this Agreement. We will only receive and transmit your orders to the Broker as you instruct.

4.5 We are not obliged to assess the suitability for you of any order which you instruct us to transmit to the Broker unless we have provided the Advisory Services to you in relation to that order.

4.6 Where we provide the Trading Services to you, unless clause 4.5 applies, we are required to assess whether an investment is appropriate for you, taking into account a number of factors including, but not limited to, your knowledge and experience in the relevant investment field.
4.7 As part of the process of assessing the appropriateness
of an investment for you, we will ask you to provide us with information illustrating your knowledge and experience in relation to the relevant investments and markets. If the information you provide to us is incomplete or inaccurate then this may impair our ability to assess the appropriateness of a transaction
for you.

5. Trading Platform

5.1 Where you have not granted us a power of attorney we are not permitted to operate your Trading Account on your behalf and we will not pass your instructions on to the Broker. We will provide you with access through our Website (subject to the Website Terms and Conditions) to the Trading Platform which allows you to provide your instructions in respect of your Trading Account directly to the Broker. The Broker's provision of the Trading Platform and your use of it are governed by your Trading Agreement with your Broker.

6. The Advisory Services

6.1 You may request that we provide the Advisory Services to you in relation to transactions which you wish to enter into using your Trading Account. Where you make such a request we will provide you with this in accordance with the terms of this Agreement.

6.2 We may, at our discretion, provide investment advice to you on our own initiative. However, we are not obliged to provide you with investment advice in these circumstances.

6.3 In providing the Advisory Services we may, at our discretion, provide investment advice to you either in written or oral form.

6.4 If we provide the Advisory Services to you, this does not provide any guarantee that any investment recommended will provide a return or that it will meet your investment objectives. It is important to remember that investments may go down as well as up and that past performance is not a guarantee of future performance.

6.5 Where we provide Advisory Services to you and we
recommend that you purchase an investment, we are required to take reasonable steps to ensure that the investment is suitable for you, taking into account your knowledge and experience in the relevant investment field, your financial situation and your investment objectives.

6.6 As part of the process of assessing the suitability of our investment advice for you, we will ask you to provide us with information illustrating your knowledge and experience in relation to the investments and markets on which we are advising and also information about your financial situation. If the information which you provide to us is incomplete or inaccurate then this may impair our ability to assess the appropriateness of a transaction for you.

6.7 We do not offer tax advice to clients. If you require tax advice, you should consult an independent tax adviser.

7. Monitoring of open positions

7.1 Where you purchase investments using your Trading Account (whether on an execution only basis or following the provision by us of investment advice), we are not obliged to keep your holdings in these investments under review for you or to monitor their performance.

7.2 In addition, we are not obliged to bring investment opportunities to your attention or to continue to monitor or update any information or investment advice which we have provided to you. It remains your sole responsibility to manage and monitor your positions.

8. Research

8.1 In addition to the Advisory Services or Trading Services, we may also provide you with research recommendations which recommend or suggest an investment strategy, express a particular investment recommendation or which express an opinion as to the present or future value or price of an investment which is not tailored to your individual circumstances but which is intended for general distribution to our
clients ("Research").

8.2 When any Research which we provide to you carries
restrictions with regard to the individuals or category of individuals to whom it may be disseminated, you must not distribute that document to any individual or category of individuals to whom it may not be disseminated.

9. Liability

9.1 When we provide you with the Advisory Services and/or Research, we give no warranty, guarantee or representation as to the completeness or accuracy of the information (subject to our obligation to assess the suitability of investment advice for you as set out in Clause 6.5 above) or to the tax consequences of any transactions or investments.

9.2 We will attend to your affairs with due care and diligence but we do not guarantee the performance or profitability of investments we recommend or process an order in relation to for you.

9.3 Save as set out in clause 9.4, we accept liability to you where you have suffered loss as a direct result of our breach of the terms of this Agreement or as a direct result of our negligence, fraud or wilful default.

9.4 We will not be liable to you for any losses which you suffer that:

(a) are losses incurred in relation to transactions which you enter into through your Trading Account or using the Trading Platform unless such losses are as a result of our breach of this Agreement, negligence, fraud or wilful default;

(b) are business losses, as opposed to your personal losses;

(c) were not, at the time you entered into the Agreement, a foreseeable consequence of the breach;

(d) arise from any act or omission caused by circumstances beyond our reasonable control, including any act of God, government or state, natural disaster, war or other hostilities, terrorist activity, industrial action and any failure of power supplies, computer systems or communication lines;

(e) are caused by any other person (including the Broker with whom you have entered into the Trading Agreement);

(f) are caused by your own failure to comply with your obligations under this Agreement; or

(g) are caused by our taking an action, or failing to take an action, where in our reasonable opinion this is necessary to avoid a breach of any applicable law or regulation.

9.5 Nothing in these Terms and Conditions will exclude or limit any duty or liability we may have to you under Applicable Law.

9.6 You will reimburse us for any loss which we may suffer as a result of you breaching this Agreement. However, you will not be liable to reimburse us if we, or a third party, are to blame for our loss. We will take reasonable steps to minimise our losses in any situation where you are required to reimburse us.

10. Risk warnings

10.1 Before trading in investments you must ensure that you fully understand the risks involved. By entering into this Agreement, you agree that we may provide you with a description of some of the risks involved in trading shares, derivatives and leveraged products on the Website at
http://www.accendomarkets.com/riskwarning.php.

10.2 If you do not have access to the internet and cannot access the Website, please notify your Relationship Manager. We will provide you with a hard copy document which contains a description of some of the risks involved in trading shares, derivatives and leveraged products.

10.3 Trading in Contracts for Difference, Spreadbets, FX and
Shares carries a high degree of risk to your capital, and in some circumstances you may be liable for a greater sum than your initial capital invested. If you think that you require further information in relation to the risks of investing or if you are in any doubt as to whether to invest in a particular investment, then you may wish to consider seeking independent financial advice.

11. Fees and charges

11.1 We will provide you with details of our fees and charges for providing the Services to you separately before you enter into this Agreement with us. In particular, we will provide you with a rate card which sets out our fees and charges.

12. Confidentiality and data protection

12.1 We will hold in confidence all personal and financial information which we obtain about you as a result of providing the Services to you, subject to clause 12.2.

12.2 We may disclose information about you in the following
circumstances:

(a) with your authority;

(b) where we are required to disclose information pursuant to any court order or similar process;

(c) where we are otherwise required or permitted by law to make disclosure; or

(d) where necessary in order to provide you with the Services.

12.3 We will comply with all requirements applicable to us under the Data Protection Act 1998, as amended, supplemented or replaced from time to time.

13. Communications

13.1 If you want to give us a trading instruction then please provide us with the instruction in accordance with clause 4. If you need to contact us for any other reason in relation to this Agreement, please do so:

(a) By post: Accendo Markets, 64 London Wall, London. EC2M 5PP

(b) By telephone: 0203 051 7461

(c) By fax: 0203 051 7460

13.2 We may contact you and give you any notices in connection with this Agreement by post, telephone, fax or by electronic means using the latest address, telephone number, fax number or electronic mail address which you have given us.

14. Amendment

14.1 We may change the terms of the Agreement for any of the following reasons:

(a) where we reasonably consider that:

(i) the change would make the terms easier to understand or fairer to you; or

(ii) the change would not be to your disadvantage; or

(b) to cover the improvement of the Services, the introducion of a new service or the replacement of a Service with a new one;

(c) to enable us to make reasonable changes to the way we provide the Services to you as a result of changes in the financial system, technology or the systems we use to run our business; or

(d) as a result of a requirement under applicable law and regulation.

14.2 If a change is to your disadvantage, we will always give you at least 30 days' written notice before we make the change.

14.3 We may make any change which we reasonably consider not to be to your disadvantage immediately and tell you about it within 30 days of making the change.

15. Termination

15.1 If you wish to terminate the Services, you may do so at any time by giving us written notice. Any notice of termination which you provide to us will take effect on the day on which we receive it.

15.2 Unless clause 15.6 applies, we may only terminate provision of the Services by giving you not less than 30 days' prior written notice.

15.3 On termination of the Services, if you have open positions in relation to transactions which you have entered into through our Trading Service you must pay us any outstanding commission, fees or costs which you are obliged to pay to us in relation to those transactions. In addition, termination of this Agreement will not affect your obligations to any third party (including but not limited to the Broker) in relation to those transactions.

15.4 Where you have granted us a power of attorney in relation to your Trading Account you will also need to terminate that power of attorney in accordance with its terms when you terminate this Agreement.

15.5 Termination of this Agreement does not terminate your Trading Agreement. If you wish to terminate your Trading Agreement with the Broker, you will need to do so in accordance with the relevant terms of your Trading Agreement.

15.6 We may terminate the Services without giving you prior notice if we reasonably believe that you have seriously and/or persistently broken any terms of this Agreement including by:

(a) giving us any false information at any time;

(b) using (or allowing someone else to use) the Services illegally or for criminal activity;

(c) inappropriately authorising a person to give instructions to us in respect of the Services;

(d) behaving in a manner (for example by abusing people who work for us) that makes it inappropriate for us to continue to provide you with a Service; or

(e) putting us in a position where we might breach an applicable law or regulation or another duty which applies to us if we continue to provide the Services to you.

16. Previous terms and conditions

16.1 This Agreement supersedes all prior written agreements entered into by you and us in relation to the provision of the Services. This does not affect any rights or obligations that you or we may have under any previous terms and conditions relating to such services. In addition, nothing in this clause shall limit any liability we may have to you in relation to statements or representations we have made to you but which are not expressly set out in this Agreement.