Terms of Business and Appendices

Gather International Ltd

February 2024

1. Background

A This document details the general Terms of Business, which, together with individual appendices and any documents referred to herein, constitute the base terms for all Services provided by Gather International Limited “Gather” (company number 11842758). This document was updated in February 2024 and supersedes all previous agreements and versions.

B Gather provides an investment platform that gives you access to curated portfolios featuring funds from world-leading asset managers which can be accessed via a mobile-based application.

C Gather is an appointed representative of 1OAK Capital Limited “1OAK” (company number 06890293), whose registered office address is at 2 Charles Street, London, United Kingdom, W1J 5DB, which the FCA regulates under reference number 501453. 1OAK Capital Limited is authorised and regulated by the Financial Conduct Authority. Gather is not directly regulated by the FCA but is permitted to carry on certain services for which 1OAK Capital Limited accepts regulatory responsibility.

D Gather has entered into an agreement with Third Platform Services Limited (“TPS”), on behalf of ourselves and each of our clients, whereby TPS has agreed to provide clearing and settlement, safe custody and associated services for our clients subject to these Terms. TPS is a company registered in England and Wales (registered number 09588254), whose registered office address is at Birchin Court, 20 Birchin Lane, London, EC3V 9DU. TPS is authorised and regulated under number 717915 by the Financial Conduct Authority. The current terms and conditions of TPS and the principal terms of the agreement with them as it applies to our clients, including you, are set out or summarised in Appendix below.

E Gather may, from time to time, enter into agreements with other third parties as your agent and which bind you. This may include custody and trading services. We will only enter into such agreements with lawfully authorised companies and will inform you with at least 30 days’ notice before doing so. You may terminate this agreement within that 30-day period if you do not wish to be bound by any such agreements by emailing support@gatherinvesting.com. Absent such termination, you authorise us to enter into such agreements as your agent.

2. General Terms

Introduction and Structure of these Terms

2.1 In these Terms, references to “Gather”, “us”, “our” “ourselves” and/or “we” mean Gather International Limited. References to “client”, “you” and/or “your” means any client who subscribes to any Gather Services.

2.2 These Terms contain important information regarding the Services provided to you, so for your own benefit and protection, please read these Terms carefully before accepting them. If there is anything contained in these Terms that you do not understand, please do not hesitate to contact us by email at: support@gatherinvesting.com. A glossary of defined terms used in these Terms is set out in this document.

2.3 Some Services will be provided via our trusted third parties (the “Service Providers”).

2.4 In the event of any conflict between these Terms and any Appendix or Schedule, these Terms shall apply.

2.5 These Terms apply to all methods or mechanisms used to provide the Services, including electronic mechanisms and systems.

2.6 We may from time to time send you further schedules, appendices and supplementary material relating to, among other things, exchanges, transactions, and any additional Services offered by us.

3. Definitions and Interpretation

In these Terms, the following words shall have the corresponding meanings unless the context otherwise requires:

“1986 Act” means the Financial Services Act 1986 as updated from time to time.

“Applicable Laws” means the laws of England and all laws, enactments, regulations, directly applicable EU regulations, rules, regulatory guidance and regulatory authorisations, licences and permits which apply to the provision or the receipt of the Services, including FSMA, the 1986 Act, and the FCA Rules and the rules of any other relevant regulatory authority, exchange or clearing or settlement system applicable to business which we transact for you.

“App” as the context requires, means our mobile applications which are available on iOS and Android operating systems. The current version of these mobile applications can be downloaded at https://apps.apple.com/ca/app/gather-investing/id1580423069 for iPhone and at https://play.google.com/store/apps/details?id=com.gatherinvesting.app for mobile devices running the Android operating system or such other mobile application(s) and/or website(s) as we may make available from time to time to enable you to access your Gather Account and receive the Gather Services

“Authorised Representative” as defined under the 1986 Act.

“Copyable Portfolio” by placing a copy order, you authorise us to automatically recreate this portfolio for you in your Gather account without any prior consultation, consent or approval. This will be done on a pro-rata basis with the same products and the same trading instructions (unless such action would be in contravention of Applicable Law)

“Business Day” means any day which is not a Saturday, Sunday or public or bank holiday in England.

“Contribution” means credits made to your Platform Product.

“Copy Investing” means investing in ISA Eligible Investments by copying the investment portfolio allocation and any future changes in that portfolio of other Gather Experts who invest on the Gather Platform. Further details of Copy Investing are set out in Appendix 6.

“Dealing Day” is the day on which the Fund’s underlying equities, bonds or ETFs are traded on your behalf.

“ISA Eligible Investment” means any assets you can hold in an ISA.

“Investment Management” means the professional management of various securities and assets in order to achieve specific investment goals for clients. This includes the management of portfolios, investment funds, and other financial products. The FCA regulates investment management to ensure that firms operate with integrity, competence, and in the best interests of their clients. This includes setting standards for conduct, risk management, and disclosure of information to investors.

“Event of Default” means the occurrence at any time with respect to you of any of the following: (a) you fail to make any payment due to us or to deliver any securities due to us (or agents used by us) or to perform any other obligation owed to us; (b) you fail to comply with any Applicable Law; (c) you become unable to pay your debts as they fall due or become insolvent or bankrupt or become the subject of any insolvency, bankruptcy or administration proceedings (under any Applicable Law); (d) a winding-up resolution is passed, or a winding-up or administration order is made in respect of you or a receiver, liquidator, administrator or similar official is appointed in respect of you or any of your property (under any Applicable Law); or (e)you commit a material breach of these Terms or any Appendix, which is not immediately remedied.

“Execution Only” means a service where a firm carries out a client’s instruction to buy or sell a financial product without providing any advice. In this arrangement, the client is responsible for making their own investment decisions and assessing the suitability of the transaction. The FCA has specific rules and guidelines in place to ensure that firms offering Execution Only services are transparent and provide clear information to clients about the risks involved.

“FCA Rules” means the rules and regulations of the Financial Conduct Authority (or its successor) in the United Kingdom contained in the FCA’s handbook of rules and guidance (as may be amended and updated from time to time).

“Financial Conduct Authority” or “FCA” means the UK Financial Conduct Authority of 12 Endeavour Square, London E20 1JN, or any applicable successor body.

“Financial Ombudsman Service” or “FOS” The office to whom you may refer any complaint you have about the Services provided to you if we cannot resolve or settle your complaint (to your satisfaction) within eight weeks of the date you first make the complaint.

“Funds” means the collective investment schemes / exchange traded Funds that are made available to you from time to time for investment via the App.

“Fund Management Charges” are fees levied by the managers of the Funds. These charges (and certain other expenses) are included in the Permitted Investments valuations; however, whilst you do not pay these charges directly, they will affect your overall return.

“Gather” means Gather International Limited, a company incorporated in England and Wales (company number 11842758) with its registered office at DNS House, 382 Kenton Road, Harrow, Middlesex, United Kingdom, HA3 8DP.

“Gather Account” means the account we will open for you, enabling you to invest through the App, which allows us to provide the Services.

“Gather Agreement” means your agreement with Gather under these Terms.

“Gather Platform” or “Platform” is the App.

“Gather Services” means the Services that Gather will provide you pursuant to these Terms.

“GIA” means a General Investment Account.

“HMRC” means HM Revenue and Customs, the UK’s tax authority.

“Investment Album” means collections of investments grouped by their style of investments.

“Investment Playlist” means collections of investments that provide broad diversified exposure.

“Investment Profile” means our assessment of your investment knowledge and experience, investment objectives, risk tolerance, capacity for loss and financial situation, including whether you can financially bear losses consistent with your investment objective.

“ISA” means an Individual Savings Account, a tax-exempt savings scheme for individuals established under the ISA Regulations.

“ISA Regulations” the Individual Savings Account Regulations 1998, the Individual Savings Account (Amendment) Regulations 2007 and the related HM Revenue & Customs guidance notes for ISA managers, as amended and in force from time to time.

“ISA Terms” are the additional terms contained in the Appendix of these Terms, which will apply to you should you choose to hold your investments through an ISA.

“JISA” means a junior ISA.

“Key Features” means one or more of the GIA, JISA, and ISA key features.

“Maintenance fee” is the percentage fee charged, based on the value of assets in your investment account, charged monthly.

“Order” means an instruction received by Gather to buy or sell investments within your Platform Product.

“Order Transmission Policy” means the policy set out in Appendix, which Gather has adopted with a view to ensuring that when Gather receives instructions from you to undertake an investment (via the App) and transmits those instructions to execute it and does so with a view to achieving the best possible result for you in accordance with the FCA Rules.

“Permitted Investments” are the funds and other assets included in the Gather Portfolio.

“Permitted Withdrawal” means a withdrawal of the cash and/or investments held through your Gather Account, other than in respect of a JISA, if permitted by the ISA Regulations and the terms of the Platform Product.

“Platform fee” is the monthly fee for accessing the Gather platform.

“Gather Portfolio” means the Investment Playlist, Investment Album, Copy Investing or Copyable Portfolio products offered and provided by Gather and made available through Gather Services.

“Gather Wrapper” means each and any GIA, ISA, JISA and SIPP as applicable in the context.

“Privacy Policy” means our privacy policy as updated and amended from time to time and available at https://gatherinvesting.com/privacy-policy/.

“Retail Client” has the meaning given by the FCA Rules.

“Services” means the Gather Portfolio and Gather Wrappers which can be accessed by a mobile-based app.

“Service Providers” means any Gather Services provided to you via our trusted third parties.

“SIPP” means a self-invested pension plan.

“Terms” means these Terms of Business and Appendices of Gather International Ltd as updated from time to time.

“Third Financial” means the investment platform division of TPS

“TPS” is Third Platform Services Limited

“Transfer Out” means, in relation to your ISA, a transfer of Platform Product ISA together with cash and/or investments to another ISA, as permitted by the ISA Regulations. In relation to your GIA, a transfer of your Platform Product GIA together with cash and/or investments to another dealing account.

“Website” means the content displayed on our website, available at https://gatherinvesting.com, and its sub-pages.

“We”, “our” or “us” means Gather; and

“You” or “your” means the recipient(s) of these Terms.

A reference in these Terms to a ‘Clause’, ‘Appendix’ or a ‘Schedule’ shall be construed as a reference to, respectively, a clause, appendix, or schedule of these Terms, unless the context requires otherwise. References in these Terms to any statute, statutory instrument, or Applicable Laws include any modification, amendment, extension, or re-enactment thereof. A reference in these Terms to a ‘document’ also includes electronic documents. References to persons include but are not restricted to bodies corporate, unincorporated associations and partnerships.

Where applicable, and unless the context requires otherwise, any term used in Agreement has the meaning given to it by the FCA Rules.

Clause headings in this Agreement are for ease of reference only.

4. Commencement and Status of Your Agreement with Us

4.1 These Terms, together with (a) the information we have provided to you via the App about our Services and our Fees; and (b) the information you have provided to us via the App and/or any other permitted means under these Terms in relation to your Gather Account (c) the Appendices (as applicable), and (d) other policies as supplemented or amended from time to time and viewable at https://gatherinvesting.com constitute the Agreement (“the Gather Agreement”) between you and us in the provision of our Services to you.

4.2 The Gather Agreement will be legally binding when you accept these Terms. However, we will only start to provide our Services to you after you have passed the necessary compliance requirements, including but not limited to Know Your Client, Anti-Money Laundering protocols and the Appropriateness Test.

4.3 The Gather Agreement has no minimum duration period.

5. Your Right to Cancel

5.1 You have a right to cancel your Gather Account and any applicable Platform Product(s). If you decide to cancel, you must notify us within this cancellation period.

5.2 However, you do not have cancellation rights in respect of transactions that you have entered into before cancellation, which means that on you notifying us that you wish to cancel your Gather Account and close your Platform Product(s), you agree that we may, in accordance with Appendix 1, sell any investments that may have been made during a cancellation period of a minimum of 14 days. We will not be responsible for any losses that you may incur as a result.

5.3 Your right to cancel is without prejudice to our accrued rights under this Agreement and the termination provisions in clause “Termination”.

6. Complaints

6.1 We would like you to be completely satisfied with our services and will promptly respond to any complaints. Should you have any complaints in connection with the Gather Services, then please do not hesitate to notify us by email at: support@gatherinvesting.com. We will acknowledge your complaint promptly, arrange for the matter to be investigated per FCA Rules, and report the results to you.

6.2 If your complaint is unresolved or not settled to your satisfaction within eight weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service by using the following contact details:

By post: FINANCIAL OMBUDSMAN SERVICE, Exchange Tower, Harbour Exchange, London, E14 9SR
By telephone: 0800 023 4 567
By email: complaint.info@financial-ombudsman.org.uk
By completing a website enquiry form at:
https://help.financial-ombudsman.org.uk/help/enquiries
You can find further information about the FOS on its website:
www.financial-ombudsman.org.uk

6.3 Details of how to complain to TPS or 1OAK are set out in the relevant Appendix to these Terms.

7. Compensation

7.1 Gather is an appointed representative of 1OAK, which is authorised and regulated by the Financial Conduct Authority in the UK. Gather may be covered by the UK Financial Services Compensation Scheme. You may be entitled to compensation from the FSCS in the event that we have ceased trading or have been declared to be in default and unable to meet our respective obligations. The FSCS provides protection for your investments up to a certain amount and offers different levels of cover for different types of business. You should check fscs.org.uk for the latest information.

7.2 Investment performance is not guaranteed. If an investment fails to meet its objectives or underperforms, this will not in itself entitle investors to compensation from the FSCS and importantly the protection is only applicable to specific regulated products.

8. Client Categorisation

8.1 In accordance with the FCA Rules, we hereby notify you that we have categorised you as a Retail Client. Therefore, Services provided to you under the Gather Agreement will be on the basis that Gather will treat you as a Retail Client under the FCA Rules, and you will benefit from the protections available to Retail Clients. If you want more information about this, please email us at support@gatherinvesting.com.

8.2 You are responsible for keeping us informed about any change that could affect your client categorisation. You have the right to request a different client categorisation; however, we may choose not to deal with you on such basis.

9. Instructions

9.1 We shall be entitled to assume that by instructing us, you are not prohibited from using our Services and will comply at all times with the Applicable Law. Nonetheless, we reserve our right to refuse to accept instructions unless we are required to accept such instructions under Applicable Law.

9.2 We may refuse to act on any instruction where we reasonably believe that:

a. to do so might breach Applicable Law or any of our other legal duties; or

b. to do so would damage our reputation; or

c. you may be unable to settle any relevant transaction due to insufficient balance on your account; or

d. we consider that you do not meet or have not provided sufficient evidence to demonstrate or confirm that you meet the eligibility criteria for investing in the relevant investment, whether arising from restrictions imposed by any Applicable Law, product providers or for any other reason.

10. Availability and Provision of Gather Services

10.1 We will provide the Services to you in connection with the setup and operation of your Gather Account. The Services include but are not limited to the following services:

● the provision of the App or, in the unlikely event that the App is not available, such alternative means as we may specify from time to time to allow:

a. you to open your Gather Account, open your Gather Portfolio and manage your selected investments; and

b. us to receive your instructions to transact in investments in accordance with the investment selections you have made through your Gather Account.

c. for the provision of information about your Gather Account, Platform Product(s) and investments held (including the value of your Gather Portfolio); and

d. us to provide the Gather Services to you in accordance with the Terms of the Gather Agreement, all Applicable Laws and the FCA Rules.

10.2 We will do our best to ensure the App and your Gather Account are available and running for you at any time. However, we cannot guarantee uninterrupted availability, and there may be times when the App and/or your Gather Account may not be available. Due to technical difficulties, we may not be able to facilitate your investment instructions and/or there may be interruptions and/or delays to our services. If this happens, we will to the extent possible, provide updates or do our best to contact you to let you know what you should do. You can also contact us by email at: support@gatherinvesting.com.

10.3 We may amend, suspend and/or terminate any or all Services at any time for any reason. Where reasonably practicable, we will give advance notice of this, but this may not always be possible and/or practical for business reasons.

10.4 We may also restrict and/or change the hours and time of operation of any of our Services at any time for any valid reason. We will give advance notice of this where reasonably practicable, but this may not always be possible and/or practical for business reasons.

10.5 We do not accept any liability for any loss that you may suffer because you are unable to place an order due to the unavailability of our Services as a result of maintenance or upgrade of systems or in certain market conditions.

10.6 We shall not be liable for any actual or potential loss or expense you incur due to the suspension or cancellation of a transaction in the circumstances set out in this clause.

You acknowledge and agree that Gather will provide all Services to You in its capacity as an Authorised Representative of 1OAK (being the authorised firm) without Gather itself being authorised (pursuant to the 1986 Act). Gather will always act on the strict instructions and or supervision of 1OAK.

11. Selecting Instruments

11.1 Through your Gather Account, you can self-select and invest in Investment Playlists or Investment Albums, which we make available to You.

11.2 We operate on an execution-only basis, meaning you are responsible for your investment selection. You must satisfy yourself that your investments are suitable and appropriate for you.

11.3 As an appointed representative of 1OAK, Gather offers a limited form of discretionary investment management. This means that before you can use our services, we must assess your Investment Profile and determine whether our services suit you.

11.4 We use the information you provide in our Suitability and Appropriateness assessments to assess your Investment Profile.

11.5 You agree and acknowledge that your Investment Profile is based on the information you provided and that we can rely upon this information. We are not responsible for any damages or losses arising from any inaccuracies.

11.6 You agree to immediately notify us by email at: support@gatherinvesting.com of any changes to the information you have provided and to provide us with up-to-date, accurate and complete information to enable us to conduct each Appropriateness Assessment and Suitability Assessment at our reasonable request.

11.7 You will not be able to use our Services if, as a result of our assessment of your Investor Profile, we consider that our Services are not suitable for you or if you do not provide us with the required information to determine your Investor Profile

11.8 You should advise us if your knowledge, experience, financial situation, or investment objectives change so that we can update your Investor Profile.

11.9 Please note that we do not provide our clients complete investment management services, investment recommendations or financial advice; we will not make recommendations based on your Investor Profile. Any explanation or information which we give to you as part of an Investment Playlist or Investment Album, or a Copyable Portfolio, or about the performance of the Investment Playlist or Investment Album, or a Copyable Portfolio is not intended to be, and should not be considered as advice. Should you require financial or investment advice, seek advice from an approved investment manager or FCA-authorised and appropriately qualified financial adviser before investing in a Gather Account. We cannot assure you that the Gather Account, the Gather Services or the Gather Portfolio are suitable for you.

11.10 Each time you credit money to your Gather Account will constitute an instruction to purchase investments in proportion with your existing investments so far as possible. Any residual funds which could not be invested due to the residual not being sufficient to buy units or a fraction of an ISA Eligible Investment will be held in cash.

11.11 We reserve the right to hold back a portion of any monies credited to your account as cash to pay any costs or fees and cover fluctuations in the dealing price of securities.

11.12 You also instruct us to invest all dividends, interest, or other income from your investments in proportion with your existing investments as far as possible.

11.13 We will periodically ensure that your ISA Eligible Investments align with the weights of the Investment Playlists, Investment Albums and Copyable Portfolios you selected. This is known as Rebalancing. Rebalancing will take place periodically and not less frequently than every six months.

11.14 We will not provide nor be responsible for providing you with any financial, legal or tax advice. Please note that certain provisions contained in the Gather Agreement and the App set out information but not advice relating to tax. You should note that tax depends on individual circumstances and your current understanding of applicable law and HMRC practice, which may be subject to change in the future.

11.15 You may be investing in an Investment Playlist or Investment Album whose underlying assets exist in currencies different from yours in your Gather account, which may result in the value of those assets increasing or decreasing.

11.16 When using the Execution Only version of Gather, we may change the underlying securities and/or their weighting in any Investment Playlist or Investment Album. We will notify you by email at: support@gatherinvesting.com of any changes.

11.17 All ISA Eligible Investments are traded on the Gather “Dealing Day”. Information about the next Dealing Day is available in-app. Please note that financial markets and so the value of the ISA Eligible Investments you hold through your Account may have moved up or down between the time of setting your allocation and the settlement of trades after Dealing Day.

12. Your Use of Our App

12.1 In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy and the Website & App Terms relating to using our App (together, the “Data Terms”). If any terms are contained in the Data Terms that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms, then, the relevant term, condition or provision set out in these Terms shall prevail.

12.2 Gather will provide you with security details to access your Gather 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 the Services. Any such action will be considered a material breach of these Terms. You must notify us immediately by email at: support@gatherinvesting.com if you think that someone else may know your Gather Account details and/or if you suspect that your Gather Account has been subject to unauthorised access or has been hacked. You must keep your details secure. Instructions received via the App where you are logged in will be acted upon. Should you compromise the security of your login details you will be responsible for any losses suffered.

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

12.4 You are responsible for ensuring that you have the most recent version of the Gather app, which includes the latest information, security measures, features, and data.

12.5 Without our written consent, you must not reproduce or distribute any material from your Gather Account or https://gatherinvesting.com. You may download or print the information and documents we provide for your use only.

12.6 You are authorised to use and download the information, material, services, and data available on the App and Website for non-commercial and personal use only. You acknowledge and agree that all intellectual property rights in the App, all documents and related technology anywhere in the world belong to Gather or our licensors – you have no rights in or to the App, the documents and related technology other than the right to use each of them in accordance with these Terms and the Data Terms.

13. Fees and Other Charges for Gather Services

13.1 The fees and charges payable to us and the timing of these fees in respect of your Gather Portfolio are set out in the App.

13.2 All fees and charges payable to Gather shall be made in Pound Sterling

13.3 You will pay the following fees to Gather in connection with your Gather Account:

● “Platform fee” is charged monthly. When setting up your payments, we will ask you to nominate a funding source from which we will set up a separate monthly transaction to collect the monthly fee.

● The Maintenance fee is charged monthly as a percentage of the value of your Account. The fee may vary dependent on product type. Details can be found in the app menu or website.

● The provider of the Eligible Assets levies Fund Manager charges. These are reflected in the valuation of the Eligible Assets. Fund Management Charges are set out in the underlying Fund’s relevant Key Investor Information Document. These can be viewed at https://gatherinvesting.com or obtained by email from support@gatherinvesting.com

13.4 All fees and charges in respect of our provision of the Services are subject to change from time to time. Gather shall give you advance notice of any proposed changes. Up-to-date fees are published on the App and website.

13.5 You shall pay to us those fees in respect of our provision of the Services. You will also pay any applicable Value Added Tax (VAT).

13.6 You may pay VAT on all fees, if applicable and any other taxes and levies or other transaction costs. We may make reasonable charges to you to cover the administrative costs of providing any additional information, documents etc, which we agree to supply to you at your request.

13.7 We will also be entitled to charge the following costs to your Platform Product: all taxes, duties or levies to which we become liable as a result of acquiring, holding or disposing of any investment or other asset allocated to your Platform Product.

13.8 Any charges or expenses due to us (or agents used by us) from you plus any applicable VAT may be deducted from any cash held in any Gather account.

13.9 If there are insufficient cash funds in your Gather Portfolio at any relevant time. In that case, we may, at our absolute discretion, defer, accrue, carry forward or roll over such charges or expenses until any future time when there are sufficient cash funds in your Gather Portfolio to meet the aggregate charges and expenses then due. Where there are insufficient cash funds in your Gather Portfolio on the due date of our fees, you instruct us to sell securities, debit out fees and then re-purchase that asset with the remaining balance. No deferral, accrual, carry forward or roll over of any liability of yours shall act to limit our discretion to collect the relevant charges and expenses in any manner we see fit at any future date, nor shall it act to any extent or in any manner as a release or waiver of your liabilities to us.

13.10 We may share charges with associated companies and other third parties or receive and retain remuneration for transactions carried out on your behalf. Details of such remuneration or sharing arrangements may not be set out in the relevant contract note but can be made available to you upon request.

14. Opening Your Gather Account and Making Contributions

14.1 We will verify your identity in accordance with UK anti-money laundering legislation before opening your Gather Account and providing the Gather Services to you. We may use various third-party services to do this, and you expressly authorise us to verify your identity and carry out all necessary anti-money laundering checks. You acknowledge that this will require us to transmit your personal information to such third parties. An ID Check may be performed with credit referencing agencies and you expressly consent to this.

14.2 You warrant and represent to us on an ongoing basis that:

a. You are aged 18 or over.

b. You are a UK resident for tax purposes, and

c. You are not a U.S Person.

d. You agree to notify us immediately by email at: support@gatherinvesting.com if any of the above warranties cease to be correct.

14.3 You must inform us immediately if you cease to be a UK resident.

14.4 You may not open a Gather account if you are a US Person (as defined by the US Internal Revenue Service). If you become a US Person at any point, you must immediately inform us, and we will be required to close your Gather account.

14.5 We may require more information from you occasionally, and you will be notified with a request to provide the relevant information.

14.6 Contributions to your Platform Product may be single or regular and can only be paid in Pounds Sterling. Contributions may be subject to certain minimums. We may change the minimum Contributions from time to time and will notify you. The current minimum Contribution is £30 as of May 2023. You will be notified if the minimum Contribution changes.

15. Communications

15.1 We may communicate with you at any time using the information you have given us, including, when appropriate, by telephone, SMS text message, email and via the App.

15.2 You must inform us immediately of any changes to your personal details, including your postal address, email address and bank details. When we receive returned mail or emails, we will make reasonable endeavours to contact you to get your new details. We reserve the right not to send further communications to old email addresses. We will not be liable to you for any loss you may suffer due to you not receiving correspondence or payments where you have not informed us of any change in your details and/or bank account. All communications sent to you by post will be sent at your own risk to the last known postal address we hold for you. It is your responsibility to ensure the contact information we have for you is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the App. You accept that where either we or a Service Provider are required to provide you with written notice, then this will be given to you by means of electronic correspondence.

15.3 We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Save where we have been negligent or where we have breached Applicable Law or the FCA Rules, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.

15.4 In the case of communications sent by us to you through the app, such communications will be deemed delivered to you upon sending; we will not be obliged to seek acknowledgement of receipt from you in respect of communications so sent. We will not be liable to you for any delay or failure of delivery of any communication so sent, except where such delay or failure results from our negligence. Communications sent by us to you:

a. by post, at the last known postal address that we hold for you, will be deemed delivered and received by you 2 Business Days after posting unless otherwise specified. We will not accept any liability for postal delays; and

b. by email or secure electronic message will be deemed delivered and received immediately upon sending.

16. Your Instructions via the App

16.1 When you open a Gather Account, we allow you to access your Gather Portfolio via the App. We ask you to use your email as your username and select a password to activate your account. You acknowledge and agree that you are:

a. the sole exclusive owner of any account number allocated to you by Gather;

b. you will be responsible for keeping safe and confidential the use of your username and password;

c. we may rely on all orders and secure message instructions using your account number. You will be bound by any agreement entered into or expenses incurred on your behalf in reliance on such orders and secure message instructions.

16.2 The App allows you to select and/or make changes to your Gather Account, the Platform Product(s) and/or indicate your intention to undertake an investment transaction. We will rely on your interactions with us through the App as constituting your valid instructions to us.

16.3 In certain circumstances, we may restrict or suspend your access and use of the App. You should note that we may take this action where:

a. we reasonably believe that the security of your Gather Account or Platform Product has been compromised; and/or

b. it is illegal or against any relevant rule or regulation for instructions to be sent to the Funds’ manager.

c. If it’s in our reasonable opinion that such instructions for such investment would be unlawful

The above reasons are not exhaustive.

16.4 You acknowledge and agree that all instructions and authorisations given by you in relation to the Gather Portfolio and the investments made in respect of your Gather Account must be sent by you personally and by no other person. Please refer to Appendix 2 of these Terms, where we set out our obligations and duties with respect to your Gather Portfolio.

16.5 You acknowledge and agree that all instructions are effective when we receive them. However, we are not obliged to acknowledge receipt of your instructions. Please note that we will not be liable for carrying out an instruction which is not genuine. We will not be liable for any error of transmission or for the fraud of any other party (except in the case of our negligence, fraud or wilful default)

16.6 We will apply our Order Transmission Policy (which is set out in Appendix 6 of these Terms) when acting upon your instructions to buy and/or sell your investments. You agree and consent to our Order Transmission Policy by entering into the Gather Agreement.

16.7 Where a delay occurs in transmitting an instruction due to factors outside of our reasonable control (including, without limitation, where the App is unavailable) we will ensure that your instruction is executed as soon as possible. However, we will not otherwise be responsible for any delay or any losses arising therefrom.

17. Your Information and Data Protection

17.1 We will obtain information (including personal data) from you during our relationship with you. Specifically, we will ask you to provide us with your name, postal address, email address, mobile telephone number, banking details and National Insurance Number where applicable. You authorise us to use and process all data in our possession related to any aspect of transactions with you and in accordance with applicable data protection legislation and any successor legislation.

17.2 To enable us to provide the most appropriate services to you, we will record and/or monitor your use of https://gatherinvesting.com, the App and email communications between you and us. We will take all reasonable steps to ensure that the database containing this information is updated and securely protected against unauthorised entry and that personal information is kept strictly confidential.

17.3 We may use your personal information, including sensitive personal information, and store it on our systems and may otherwise process it for the purposes of providing the Gather Account and the Services. If you believe any of the data we hold about you is inaccurate or needs to be updated, please let us know as soon as possible by emailing us at: support@gatherinvesting.com, and we will do our best to correct it. We will only retain your data for as long as necessary to provide our Services to you and for seven years thereafter, or longer if required for regulatory reasons.

17.4 Where you have indicated, for example, in the Gather Account opening process, that you agree to receive marketing information then unless and until you ask us to stop sending you marketing information:

a. we may use your data including your contact details, your application details (but not banking details) and details of the services we provide you with and how you use them, to inform you about other similar products and Services that may be of interest to you; and

b. if and to the extent that you have permitted us to do so, we may contact you by telephone (including automated calls), post, email and other electronic messages, such as short texts, with information, news and updates in relation to the Services and financial services of other selected partners.

17.5 You can opt-out of receiving this marketing information at any time either in-app or by contacting support@gatherinvesting.com.

17.6 You acknowledge and consent to us passing your personal information to third parties we appointed for administration and verifying your identity. If we need to seek additional information from you to verify your identity, we reserve the right to:

a. delay the opening of your Gather Account; or

b. return and cancel your application; or

c. withhold from you the ability to trade or withdraw any cash funds until we have successfully verified your identity.

17.7 We may disclose your personal information if we are required to do so by law or we are requested to do so by the FCA or any other relevant regulatory authority in any country.

17.8 Your data will not be transferred to third parties outside the EEA.

17.9 You are entitled to see all data relating to you, which is held on any database controlled by us. Please get in touch with support@gatherinvesting.com for details. You have the right to request the erasure of personal data that Gather holds for you, and we will comply with such request unless retention of the personal data is necessary for the continuing provision of Gather’s services to you where Gather is required to retain such personal data to meet its legal or regulatory obligations. If Gather cannot comply with your request, Gather will notify you in writing, explaining why.

17.10 You have the right to request that Gather restricts the processing of your data and Gather will comply with such request unless such processing is necessary for the continuing provision of Services to you or where processing is required under legal or regulatory obligations to which Gather is subject.

18. Withdrawals

18.1 You can make a Permitted Withdrawal from your Gather Account at any time for which you must provide instructions. We will only pay money to a UK bank account in your name, subject to any anti-money laundering check we deem necessary. Where you request a withdrawal of a specific sum of money, this is an instruction to us to calculate the proportion of your investments corresponding to that sum and sell that proportion. We cannot guarantee that the selected proportion will raise precisely the original indicative amount specified due to the inherent fluctuation in market values.

18.2 There is a flat fee for any withdrawal made, which is displayed in the App. This fee is subject to change. This charge is added to the amount requested for withdrawal.

18.3 Where you request a full withdrawal, this is an instruction to liquidate your assets and pay out the proceeds. The final value of those proceeds may be more or less than the valuation of your assets at the time of the request.

18.4 Please note that we cannot guarantee any time limit within which the withdrawal proceeds will be paid to you as the process of selling investments depends on the settlement dates of those investments. Therefore, we will pay you the withdrawal proceeds as soon as it is reasonably possible.

19. The Gather Community and Information on the Gather Platform

19.1 When you open a Gather Account, you will have access to the “Gather Community”, where Gather investors and experts can share information with each other and us. You will also have access to the information we make available on the Platform. None of the information available on the Gather community constitutes advice or recommendations.

19.2 Gather Products are targeted exclusively at investors who understand the risks of investing and can make their own investment decisions. Investors are recommended to seek independent advice before committing or if they have any doubts about the appropriateness or suitability of an investment concerning their specific circumstances.

19.3 As part of the Gather community, your profile may be visible to other Gather community members. You can control whether your profile is visible to all members, just your connections or no one. The information you share can include which products you have invested in, the percentage allocation between those products and any relative performance gains or losses. We will never share the value of the investments that you have made. You can determine which of these data are visible and to whom.

CONTENT WHICH YOU POST ON THE GATHER COMMUNITY

19.4 If you are allowed to post content on the Gather community, you will need to follow the “Community Guidelines” which are available on our website. The Community Guidelines tell you the type of posts that are not allowed.

19.5 In addition to the Community Guidelines:

a. you must make sure that all content belongs to you or that you have a right to post that information, and that you do not violate the privacy rights, publicity rights, copyright, contract rights, or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticise any persons or entity. You shall be liable for any damage resulting from any infringement or other violation of any individual or entity’s copyright, trademarks or other proprietary rights and for any other harm or loss resulting from any content you post.

b. you must not post any personal or security information about yourself, your Gather Account, or about anyone else or their Gather Account and you must not try to obtain the personal or security information of somebody else;

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

d. you must not post that Gather endorse or warrant your content;

e. you must not advertise or promote another business or service or any commercial content, including spam, without prior written consent in writing from Gather.

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

19.6 We may review and monitor your activity and posts on the Gather Community. If you breach any of the above rules or the Community Guidelines, we will record such breach and we will remove the post without telling you. We may also block your Gather Account or terminate our agreement with you. We will tell you when we do this. We may also be required by applicable law to tell regulators or government authorities about a breach and help them in any investigation about a breach.

19.7 By posting content on the Gather Community, you specifically grant us a non-exclusive irrevocable, transferable sub-licensable, royalty free, worldwide license to use copy, duplicate, store, present and/or publish all or any part of your content, and we shall be free to use such content in any manner or media whatsoever on an unrestricted basis without any attribution or royalties or other compensation to you including without limitation, our website, advertisements in printed media and in newspapers.

19.8 You should not make investment decisions based on information provided by individual investors and experts (who may be anonymous or unidentifiable), such as details of the trades they make, nor any opinions they express on the Platform. Content on Gather’s social investment platform generated by members of the Gather Community does not contain advice or recommendations or endorsements by or on behalf of any Gather entity or connected firm.

20. Contract Notes and Reports

20.1 We will provide you with all contract notes regarding all investment transactions carried out in the Gather Portfolio by you via your Gather Account and all reports that are required to be provided to you per the FCA Rules, including valuation reports (the “Reports”). You agree that we will provide you with the Reports as part of the Services via the App. By downloading the Reports, you can obtain the details of all transactions for your chosen period, details of the contents of your Gather Account, the current market value and the basis of valuation, your income and fees charged.

20.2 We will make valuations of your Gather Portfolio from time to time which shall be available to you via the App.

20.3 By entering into the Gather Agreement, you agree and consent to the electronic delivery of contract notes and Reports and all other information required to be provided to you under those Agreements.

21. Conflicts of Interest

21.1 When we enter or arrange a transaction for you, we or someone connected with us may have an interest, relationship, or arrangement that conflicts with the transactions, investments or service concerned. In compliance with our Conflicts of Interest Policy in Appendix 4, we shall work towards managing or preventing conflicts from occurring wherever reasonably possible.

21.2 Our Conflicts of Interest Policy sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

21.3 In exceptional circumstances, so as to comply with our obligations to you in respect of conflicts of interest under Applicable Law, we may be unable to deal with you in relation to particular investments and be unable to disclose the reason for this.

22. Custody

22.1 Custody Clearing and Settlement Services as set out in the TPS agreement or other third-party agreement (a copy of which is available from support@gatherinvesting.com) will be provided by TPS or other third party in accordance with the terms of the relevant Agreement. We may in our absolute discretion, engage new third parties to provide Custody Clearing and Settlement Services provided that those third parties are authorised to provide those services by the FCA.

23. Key Risks of Using Our Services and Exclusion of Liability

23.1 A risk of using our Services is that you could lose all the money you deposited into your Gather Account. Therefore, you should not invest money you cannot afford to lose. You must fully understand the risks involved before deciding to invest with us considering your financial resources, level of experience, personal circumstances, and risk appetite. If required, you should seek advice from an independent financial advisor. Neither Gather nor 1OAK nor any of their members, directors or employees provide any financial, legal or tax advice in relation to the investments on the Platform.

23.2 The actual returns and losses experienced by you will vary depending on many factors, including, but not limited to, changes in factors that affect the values of the ISA Eligible Investments like interest rates, global economic activity, government policy and investor sentiment, and the timing and the amount you invest.

23.3 The value of your investments may go up or down. Gathers provides no assurance or warranties that the investment objectives of any investment opportunity will be achieved or that the strategies and methods described herein will be successful.

23.4 Past performance is not a guide to future performance.

23.5 Your Gather account and our Services are provided in Pounds Sterling or in any other relevant currencies such as Euro or US Dollars. This means that transactions with Gather will carry an inherent foreign exchange risk and fluctuations.

23.6 More information on the risks associated with using each of the Services, is set out in this document, and the general risk disclosure and on our website.

23.7 Subject to the FCA Rules, neither we nor any person connected with us, nor any of our agents shall be liable for any loss, costs or expenses (including tax consequences of any transaction or taxation charges arising for any other reason) that may be suffered or incurred by you as a result of, or in connection with the provision of any Services to which these Terms applies including any loss of opportunity whereby the value of your Gather Portfolio may have been increased nor for any reduction in the value of your Gather Portfolio as a result of market movements unless, and then only to the extent that, such loss, costs or expenses are caused by our fraud, negligence or wilful default, or by our failure to comply with the FCA Rules for the time being in force.

23.8 Except to the extent mandated by Applicable Law, we shall not be liable to you because of any representation (unless fraudulent) or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of these Terms, for any loss of profit or for any indirect, special or consequential loss, damage, costs, expenses, or other claims (caused by the negligence or otherwise of Gather or its agents) which arise out of or in connection with the provision of the nature of the Services provided by us to you and our entire liability and/or in connection with these Terms shall not exceed the amount of the fees payable for the provision of Services during the six months immediately preceding the date of any claim.

23.9 We will not be held liable for any loss incurred by you which arises, either wholly or in part, as a result of force majeure (as set out in clause 25) or an event which is beyond our reasonable control to prevent and the effect of which is beyond our reasonable power to avoid in relation to your Gather Account and which may arise from the following but not limited to delays or changes in market conditions, market fluctuation, currency fluctuation, computer failure, labour dispute, inability to communicate with you, or for any other reason and whereby we are either unable to take or refrain from taking or shall not be obliged to take or refrain from taking any action as a consequence thereof.

23.10 No provision of the Gather Agreement will restrict, qualify, or exclude any duty owed to you under Applicable Laws relating to the provision of services or under the FCA Rules. For further information about your rights under these Applicable Laws please seek legal advice or contact your local Citizens’ Advice Bureau

24. Force Majeure

24.1 In the event of any failure, interruption or delay in the performance of our obligations, resulting from acts, events or circumstances outside our reasonable control (which circumstances shall include, but not be limited to unanticipated dealing volumes, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, acts of God, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargoes, breakdowns, failures, malfunctions or delays caused by any public utility, telecommunications or computer service or systems, and any third party provider of trading or other technology) we shall not be liable for any loss or damage incurred or suffered by you.

25. Referrals

25.1 Where appropriate, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement.

25.2 We may pay (or receive from third parties) fees in relation to referrals of business. In making or receiving any such referral and making or receiving such payments, we will act in accordance with the FCA Rules and all Applicable Laws.
25.3 When such a referral has been arranged, and you have agreed to enter into a service with the third parties, under no circumstances can Gather, its directors, employees or agents be held liable for any consequential damage and/or losses that are alleged to have resulted from the use, access, information provided by the third party.

26. Revisions

26.1 We may amend or revise the Gather Agreement or any of these Terms, including but not limited to Fees, charges, and other costs:

a. if we are required to do so to comply with the FCA Rules or any other Applicable Law or regulation;

b. to reflect changes in the costs and expenses that we incur (or reasonably expect to incur) in providing the services to you, including to take account of changes in the rates of inflation, taxes or interest.

c. to make these terms fairer to you or easier to understand, or to correct mistakes;

d. to reflect changes in market practice or conditions;

e. to enable us to make reasonable changes to the way we provide our services as a result of changes in the financial services sector, technology, or available products; and

f. to reflect changes to our arrangements with Service Providers.

26.2 A change to these Terms that is not detrimental to you can be made with immediate effect and the relevant information will be made available to you within 30 days of the change.

26.3 If we make a change to these Terms that may be detrimental to you, we will provide you with at least 30 days prior notice (unless we are required to make the change sooner, for example, for legal or regulatory reasons, in which case we will make information available about the change within five days of making the relevant change).

26.4 If we make any change that is detrimental to you, you may notify us by email at: support@gatherinvesting.com within 30 days from the date of such change to terminate your Gather Agreement and close your Gather Account without liability for any increase in charges that were proposed in the new terms.

26.5 Your continued use of Gather Services will be deemed acceptance of the updated Gather Agreement or Terms.

27. Termination

27.1 You are entitled to terminate your Gather Agreement at any time and for any reason by giving written notice to us. You should contact support@gatherinvesting.com. Such termination shall be effective on the day when we acknowledge receipt of your notice by return email, subject to the completion of outstanding transactions. We will close your Gather Account as soon as practicable after receiving your notice to terminate the Gather Agreement. The closure will only be affected if you have provided us with UK Bank Account details where that account is in your name and we have conducted any anti-money laundering checks we deem required.

27.2 Our Fees (as set out in the App) shall continue to apply until the later of the date of the termination of the Gather Agreement or the settlement of all outstanding transactions in respect of your Gather Account, including the paying out of your balance.

27.3 We may terminate this Agreement at any time and for any reason by giving you 30 Business Days’ prior notice, subject to the settlement of all outstanding transactions. Such termination will be effective from the date specified in the notice. You must provide us with bank details to make payment of the balance due to you and any information required to perform anti-money laundering checks concerning that account. Until you have provided us with these details, we shall be entitled to continue to charge our fees.

27.4 On termination of these Terms, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which reduces or eliminates any liability under any contracts, positions or commitments undertaken on your behalf.

27.5 In addition to other provisions of this Clause 27, we may freeze or terminate your Gather Account, take steps to freeze transactions through your Platform Product(s) and/or deactivate your access to our Services without giving you advance notice and with immediate effect if:

a. your Gather Account has not held any securities or cash for a period exceeding 3 months

b. there has been no activity on your Gather Portfolio for a period exceeding 18 months;

c. you fail to make payment of any of the amounts owed to us under the Gather Agreement;

d. you become insolvent or bankrupt or are subject to any insolvency proceedings/arrangements;

e. you have materially breached any of the terms of the Gather Agreement or have otherwise provided us with false or misleading information, or you are in breach of any of these Terms and have not remedied this breach within three months of us having notified you of such breach;

f. you do or fail to do any act which jeopardises the continuance of the Service(s);

g. you breach any of the FCA Rules, FSMA or any other Applicable Law and this cannot be remedied; or

h. where an Event of Default has occurred with respect to you or as set out at clause 29; or

i. where you have failed to provide information and/or documentation which we are required to obtain from you to comply with our anti-money laundering obligations, whether initially or on an ongoing basis;

27.6 we may terminate the Gather Agreement immediately if we reasonably believe that providing you with Services exposes us to action or censure from any law enforcement, government, or regulatory body (including, without limitation, the FCA).

27.7 Where we terminate the Gather Agreement immediately or freeze your Gather Account as set out above, we will inform you in writing immediately through any available medium of our decision and our reasons for making that decision.

27.8 Termination will not affect any outstanding transactions or any rights or obligations that may have arisen. However, transactions in progress at the termination date will be completed by us as soon as practicable. Termination will not affect any provision of these Terms of Business, which is expressly stated to survive termination.

27.9 On termination of the Gather Agreement (for any reason), we will re-register your assets and transfer your cash as you reasonably request. If you make no reasonable request, we may, at our discretion take steps to re-register your assets into your own name and to transfer your cash to you or take advice from HMRC as to the appropriate steps in the circumstances. If we cannot contact you for 30 days, you authorise us to sell your assets and hold those as cash until we can transfer those funds to you.

27.10 If relevant to you, please see the ISA Terms set out in Appendix 3 (“Additional ISA Terms”).

27.11 We will pay any money due to your nominated bank account. If an attempt to pay you by this method is rejected, we will require that you confirm your bank account details so we can transfer the closing balance to your chosen bank account. Alternatively, we reserve the right to issue you a cheque, which will be posted to the last address you provided. We may also make payment to any debit card held on file.

27.12 During the account closure process, a withdrawal fee will apply.

28. Agreement Not Transferable

28.1 Unless we consent in writing, your rights under these Terms and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.

28.2 We may assign our rights and obligations under these Terms at any time without your consent to:

a. Any associated entity or subsidiary company of Gather; or

b. To a third party outside of 28.2.a above where we reasonably consider that the transfer will not compromise your rights under the Gather Agreement and the services to be provided to you.

28.3 Unless it is impracticable, we will give you 30 days prior notice of any such assignment.

28.4 If we assign our rights and obligations, you may notify us by email at: support@gatherinvesting.com within 30 days from the date of such assignment to close your Gather Account without charge.

29. Invalidity of Provisions

29.1 Each provision of the Gather Agreement is severable. If any provision or part-provision is or becomes invalid, illegal, or unenforceable for any reason or contravenes any Applicable Law, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. However, the remaining provisions will not be affected and will remain enforceable.

30. Taxes

30.1 As a consequence of using our Services, you may alter your tax position. The levels of and bases of taxation can change, and you should consult your tax adviser to understand any applicable tax consequence that might arise. We do not provide tax advice and will not be responsible for the tax consequences of any transactions.

30.2 All sums payable by you under these Terms are inclusive of all applicable taxes, and taxes will be included in amounts charged to your Gather Account by us at the same time as the sums to which they relate.

30.3 You will always be fully responsible for paying all other taxes due in relation to any Services we carry out for or with you or any money and securities in your Gather Account.

30.4 You acknowledge that neither we nor any associated companies are providing tax advice to you.

31. Marketing and Promotions

31.1 All promotions we offer will have specific terms and conditions that apply to that promotion. We can change, or stop providing information, in accordance with the terms and conditions of that promotion. Any benefit which is part of a promotion will only apply once per Gather Account, person, household, and any environment where computers are shared.

31.2 Where a promotion payment has been made, and the funds added to the user’s account by the Company, those promotion funds and any associated gains & losses may only be withdrawn after six months.

31.3 Where a marketing promotion includes a Coupon, e.g. a financial incentive such as cash gift, this money will be credited to your account as cash and invested according to your allocation at the next Dealing Day. Note that this coupon amount may take 2-3 days to appear in your account.

31.4 We reserve the right to cancel or withdraw any promotion with immediate effect.

31.5 If Gather determines that a new or existing customer has engaged in any of the following activities, Gather reserves the right to terminate associated accounts and withhold any related funds, if:

a. You are creating multiple accounts, including self-invitation to participate in a Promotion.

b. You are engaging in actions that harm Gather’s brand or reputation.

32. Referrals and Promotions

32.1 The details governing each promotion will be clearly delineated in the accompanying documentation furnished to the Client at the time the promotion is extended.

33. Representations

33.1 You represent, warrant, and undertake to us that, both at the date of these Terms and at the time of any transaction we or Service Providers may enter into on your behalf:

a. you have full power and authority to enter into these Terms and to perform all your obligations hereunder and, in respect of the Services, to instruct us to execute or arrange any transaction in investments as set out herein;

b. you have adequate resources to enter into and perform any such transaction which you decide to undertake;

c. All information you have given, or shall give, to us is true and complete as of the date of these Terms and at the time of any transaction, and any changes to such information will be promptly notified to us.

34. Governing Law and Entire Agreement

34.1 These Terms are governed by and shall be construed in accordance with Law of England and Wales, and each party submits to the exclusive jurisdiction of the English Courts for the resolution of disputes. This Agreement, together with the other documents referred to in it, constitutes the whole agreement between us, and supersedes all previous terms agreed between us.

35. Event of Default

35.1 If at any time an Event of Default shall occur and be continuing concerning you in respect of any Services, we shall be entitled, without prior notice to you, to take any of the following actions: (a) terminate our agreement with immediate effect and treat any or all outstanding transactions between you and us or our Associates as having been cancelled or terminated; and (b) notwithstanding our rights under Clause 27, close out, replace or reverse any transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our or our Associates’ loss or liability under or in respect of any contracts, positions or commitments.

36. Modification

36.1 We may modify these terms or change Service Providers from time to time with 30 days’ notice. We will notify you of these changes by notification in the App and/or by email. You may terminate these Terms within those 30 days if you do not wish to be bound by any such changes by e-mailing support@gatherinvesting.com. Absent such termination you then be bound by the terms as amended.

36.2 If any Clause of these Terms or part, thereof is declared or found to be illegal, unenforceable or void in any respect, Gather will replace such a provision with a substitute provision that is legal and enforceable and is as consistent as possible with the intentions underlying the original provision.

Appendix 1

PLATFORM TERMS

1 This document explains how your Gather Account is operated. It sets out the terms and conditions for the Gather Portfolio. It should be read as part of the overall Terms.

GENERAL TERMS

2.1 We shall provide the Gather Portfolio in accordance with your instructions and selections, and shall provide dealing, safe custody, settlement, and post-execution services in respect of your investments (together, the “Platform Services”). Where you selected an ISA, the additional terms set out in Appendix 3 headed “Additional ISA Terms”.

2.2 We will at all times provide the Services to you in accordance with the terms of the Gather Agreement, all applicable laws and all applicable FCA Rules.

2.3 If you materially breach these Terms then we reserve the right, without further notice, to close your Gather Portfolio, withdraw access to the Platform Service, require you to Transfer Out your Gather Portfolio to an alternate provider, or any combination of these.

2.4 We do not provide advice about our products or allowable investments. The Gather Portfolio are only available to Gather investors. If, for any reason, you are unsure about or need help understanding these Terms or any other aspect of the products or services, then you should seek appropriate financial advice and contact Gather at support@gatherinvesting.com for any general enquiries BEFORE making any commitment.

2.5 The Gather Portfolio is only available through the Services; accordingly, all reports and documentation will be provided to you for access via the App. By subscribing to take out a Platform Product, you agree that you do not require us to provide reports, statements, contract notes or other documentation associated with your Platform Product other than in electronic form via these means. You must also keep up-to-date contact details so that we can notify you when any important documents are sent via the Services.

2.6 You accept that where we are required to provide you with written notice, this will be given to you through electronic correspondence as set out above.

2.7 Some circumstances may require us to review these Terms and the changes being made. In this event, we will notify you advising you of any amendments to these Terms at least 30 days before the change taking effect. However, we reserve the right to vary these Terms with shorter notice, e.g. a change to an existing or implementation of a new regulatory requirement which we have to action immediately.

2.8 Value-added tax will be levied on all appropriate expenses and fees at the prevailing rate.

2.9 You authorise us to provide HMRC with all the relevant information about your Platform Product(s) and its investments.

2.10 We reserve the right to sell investments if there is insufficient cash to meet the amount of any ongoing costs or charges.

2.12 We have categorised you as a Retail Client for all purposes of the FCA Rules. As a Retail Client, you will benefit from the greatest level of protection available under the regulatory system.

RELATIONSHIP WITH TPS

3 We have entered into an agreement (Agreement) with Third Platform Services Limited, (TPS), on behalf of ourselves and each of our clients whereby TPS has agreed to provide clearing and settlement, safe custody and associated services for our clients who are subject to this agreement. TPS may also provide additional services such as investment dealing services as we may from time to time agree with TPS.

3.1 The current terms and conditions of TPS are available on request by emailing us at support@gatherinvesting.com

COMPLAINTS

4.1 TPS has its own complaints policy. If you want to complain, please contact Gather first. If the complaint relates to services provided by TPS, TPS will provide Gather with all necessary information to resolve the complaint. Gather may ask TPS to take control or assist on the complaint if necessary.

4.2 If you do not think this is appropriate or Gather is unable to meet its obligations, please contact TPS by email as set out in their App.

4.3 If TPS do not resolve your complaint satisfactorily or fail to resolve it within eight weeks of receiving your complaint, you can also direct your complaint to the Financial Ombudsman Service at:

Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14 9SR.
Telephone: 0800 023 4567 or 0300 123 9 123;
email: complaint.info@financial-ombudsman.org.uk; and
website: www.financial-ombudsman.org.uk

Appendix 2

1. We do not provide personalised recommendations or legal, investment, or tax-related advice. Any explanation or information we give you as part of a Gather Product or a Copyable Portfolio or about the performance of the Gather Portfolio or Copyable Portfolio is not intended to be or should not be considered as advice or a recommendation.

2. The Gather Platform is not an exchange or market. This means that:

2.1 You can only enter into investments with us on the Platform and not with third-party platforms.

2.3 All ISA Eligible Investments you purchase on our Platform can only be sold on our Platform and not a third-party platform.

2.4 You cannot transfer the ISA Eligible Investments into your Gather Account, out of your Gather Account or to a third party at any time. However, we reserve the right to permit and support the functionality at our discretion, including, for example, the ability for you to transfer certain products between your Gather account or by a Gather affiliate.

2.5 Prices of the ISA Eligible Investments on Gather may differ from the prices provided by other brokers, the market price, and the current prices on any exchange or trading platform.

2.6 We may not provide all our Services to customers domiciled in certain countries due to restrictions under the relevant law, our restrictions under our internal policies (these are known as restrictive countries). If you are a resident of a restricted country, you may be able to access some of our Services, but not all our Services. We may change the list of restricted countries as far as the Services that are available in a restricted country from time to time. For further information, please get in touch with us.

2.7 We will not accept applications for Gather accounts from residents domiciled in Canada or citizens of the United States of America and other countries as required by the relevant law or required by our internal policies from time to time (these are known as “blocked countries”). We may change the list of blocked countries from time to time. For further information, please get in touch with us.

2.8 Our Services may not be available in a blocked country. If you travel to a blocked country, you may not have access to your Gather account or any of our Services. This restriction applies even if you do not normally reside in the blocked country. We are not liable for any loss resulting from your inability to access the Gather platform because you are in a blocked country or circumstances are outside our control.

Appendix 3

When ISAs are available, these ISA Terms apply to the Individual Savings Account that you have with Gather and are supplementary to any terms you have with them.

If there is any conflict between these ISA Terms and any other Terms, the ISA Terms will apply.

1. COMMENCEMENT

1.1 These ISA Terms become effective and govern the relationship between you and TPS as your ISA Manager following receipt of your subscription.

2. YOUR ISA

2.1 Your ISA is a stocks and shares ISA (the “ISA”).

2.2 Your stocks and shares ISA is subject to the Individual Savings Account Regulations 1998 (“ISA Regulations”). In case of any inconsistencies between the ISA Regulations and these ISA Terms, the ISA Regulations will prevail.

3. ABOUT YOUR ISA MANAGER

3.1 TPS will act as the ISA manager in respect of your ISA. TPS is approved by HM Revenue & Customs for these purposes.

3.2 TPS will manage your ISA in line with the ISA Regulations.

3.3 TPS does not provide any investment advice to you in relation to the investments you wish to hold in your ISA. All investment decisions you take in respect of the investments you wish to hold in your ISA will be yours or those of Gather, where you have authorised Gather to take such decisions on your behalf.

4. ELIGIBILITY

4.1 To open an ISA, you must satisfy the requirements in the ISA Regulations. Generally, you can open and maintain an ISA account if you are an individual of 18 years or over, a resident in the UK, and a UK taxpayer.

5. ISA INVESTMENTS

5.1 You may hold such investments in your ISA as are permitted under the ISA Regulations. ISA Eligible Investments may include certain UK and overseas equities, a range of UK gilts, fixed-interest securities and shares or units in unit trusts, open-ended investment companies, and investment trusts. If any investment in your ISA is or becomes ineligible, you must sell or transfer it out. TPS reserves the right to sell or transfer such investment on your behalf if you fail to do so within 30 days of TPS notifying you.

5.2 Once you have reached the ISA subscription limit for a tax year (taking into account all permitted ISA types that you may hold) and subject to paragraph 5.3 below, you may not make any further subscriptions into your ISA or any other ISA in the same tax year.

5.3 As your ISA is a flexible ISA, you may replace (in whole or part) a previous withdrawal from your ISA with a replacement subscription to that ISA in the same tax year.

6. WITHDRAWALS AND FLEXIBLE ISA

6.1 If you wish to withdraw any cash or investments from your ISA, you (or Gather on your behalf) must provide the TPS with written instructions. Subject to the ISA Regulations, TPS will transfer all or part of the investments and any proceeds from those investments to you.

6.2 TPS will affect the transfer within such time as stipulated in your instructions, subject to any reasonable business period required by TPS to implement your instructions which should not take longer than 30 days from the date TPS received your instructions.

7. TRANSFERS

7.1 You may transfer an existing ISA from a different ISA manager to TPS and, subject to the ISA Regulations, TPS may, in its sole discretion, decide to accept such transfer provided the investments can be held in a TPS ISA.

7.2 You may request TPS to transfer your ISA from TPS to a different ISA manager and, subject to the ISA Regulations, TPS will effect such transfer provided the other ISA manager has consented. TPS will effect such transfer within a reasonable time needed to implement your transfer instructions which should not take longer than 30 days from the date TPS received your instructions. TPS does not currently facilitate the partial transfers of ISAs.

7.3 You (or Gather on your behalf) will be required to complete the relevant transfer application form and provide TPS and the other ISA manager with your instructions in writing.

8. ENDING YOUR ISA

8.1 Subject to the ISA Regulations, you may end your ISA at any time by withdrawing your cash funds. In that case, TPS will liquidate the investments in your ISA and transfer the proceeds to you. Alternatively, and subject to the ISA Regulations, TPS may re-register the investment in your name or transfer them to another non-ISA account.

8.2 TPS may terminate your ISA if it has ceased or will cease to comply with the ISA Regulations and becomes void. TPS will notify you of these circumstances and must inform HM Revenue & Customs accordingly. When your ISA becomes void, you may lose part or all of your tax exemption relating to the ISA.

8.3 TPS may terminate its services as your ISA manager by giving you 30 days written notice.

8.4 In the event of termination:

8.4.1 TPS is entitled to deduct any such amounts as it is permitted or required to deduct under the ISA Regulation, these ISA Terms, or the Client Agreement; and

8.4.2 these ISA Terms will continue to apply to your ISA until all transactions or transfers have been effected and relevant payments made.

9. YOUR INVESTMENTS AND ASSETS

9.1 In accordance with the ISA Regulations, TPS will register the investments held in your ISA in the name of one of its nominees; beneficial ownership of these investments will stay with you.

9.2 TPS will provide custody in respect of your investments and assets and TPS will hold any cash belonging to you as further described in clause 2 and 3 respectively in the General Terms of this Client Agreement.

10. DELEGATION

10.1 Subject to the ISA Regulations, TPS may delegate any of its functions under these ISA Terms to another organisation which TPS, exercising due skill, care and diligence, has determined as being competent to exercise such functions.

10.2 Where TPS decides to delegate its functions, you consent to TPS providing that organisation with such information about you and your ISA as that organisation may reasonably require for the purposes of exercising the delegated functions.

Appendix 4

CONFLICTS OF INTEREST POLICY

SUMMARY OF CONFLICTS MANAGEMENT AT GATHER

1. Gather is committed to maintaining the highest professional standards. We endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all of our customers fairly and in accordance with FCA Rules and principles.

NATURE OF A CONFLICT OF INTEREST

2 In essence, a conflict of interest is a situation in which Gather (or any of its personnel) finds itself in a position where its interests conflict with the duties and obligations owed to its clients or a situation in which Gather’s duty to one client conflicts with its duty to another. Identifying conflicts of interest for the purposes of identifying the types of conflict and potential conflicts that arise, which may entail a material risk of damage to the interests of a client, we must take into account whether Gather or its directors, employees or contractors (“Gather Personnel’’) or any other person linked by control to Gather:

2.1 is likely to make a financial gain, or avoid a financial loss, at the expense of a client;

2.2 has an interest in the outcome of a service provided to a client or transaction carried out on behalf of a client, which is distinct from the client’s interest in that outcome;

2.3 has an incentive to favour the interest of another client or group of clients over the interests of the client;

2.4 carries on the same business as a client, or

2.5 receives or will receive from a person other than a client an inducement in relation to a service provided to the client in the form of remuneration, goods or services.

CONFLICT SITUATIONS

3 We have identified a number of situations which may give rise to a potential conflict of interest. These situations include, but are not limited to, the following:

3.1 we receive gifts, entertainment or other monetary and non-monetary benefits from our service providers or business partners (for example, the Fund managers of the Funds we make available to clients through the App), which could give rise to a conflict with respect to the duties that we owe to our clients;

3.2 Gather Personnel who have outside commitments (e.g. directorships or other outside business interests) may be influenced to act in a manner that conflicts with the interests of Gather or its clients; and

3.3 where Gather Personnel invest for their own account in certain investments which are retained as investments for client accounts.

CONFLICT AVOIDANCE and CONFLICT MANAGEMENT

4 We seek to organise our business in such a way as to avoid conflicts of interest arising.

5 For conflicts of interest which are unavoidable, we have put in place procedures which are designed to ensure that the management of any conflict takes place in such a way that Gather (and its personnel) are not advantaged and that no client is disadvantaged. All our employees are provided with training in these procedures and the standards of conduct expected of them. Gather’s Board of Directors remains responsible for ensuring that such procedures are appropriate and that employees act accordingly. Specifically, we have put in place the following procedures to assist in our identification and management of conflicts of interest:

5.1 Conflicts Log: we maintain a list of all potential conflicts of interest identified. With respect to each conflict, the log details the measure put in place to monitor and manage the conflict of interest;

5.2 Gifts & Entertainment Policy: we ensure that all Gather Personnel are subject to appropriate restrictions and monetary limits for any gifts or entertainment received;

5.3 Personal Account Dealing Policy: we ensure that all Gather Personnel pre-clear and report any personal trading activity which may conflict with the interests of our clients;

5.4 Pre-approval process for all outside business interests: we ensure that our personnel’s external commitments do not conflict with the interests of Gather or its clients;

5.5 Protection of information: we maintain appropriate safeguards to protect sensitive or confidential information which could give rise to conflicts of interest. These measures are designed to prevent unauthorised access, inappropriate use, or inappropriate dissemination of such information. Details of these arrangements are described in our Privacy Policy; and

5.6 Separation of functions: where our internal functions might give rise to conflicts of interest, we put in place arrangements to separate such functions and ensure that separate management and reporting lines are established.

5.7 If we are not reasonably confident that we are able to manage a particular conflict to adequately protect the interest of a client, the general nature and/or source of conflicts of interest will be clearly disclosed before we undertake any business. We may aggregate your personal data with that of other clients and licence or sell it to third parties in anonymised form.

Appendix 5

BEST EXECUTION

1 The Order Execution Policy set out on the TPS website provides Customers with the information they need to understand how Third Platform Services Limited (“TPS”) will seek to obtain the best possible results (“Best Execution”) when executing orders on their behalf in accordance with the Financial Conduct Authority’s (“FCA”) Conduct of Business rules.

2 For this policy, TPS’ Customers are categorised as Professional Clients who may act on behalf of clients they have categorised as Retail Clients. TPS has no direct Best Execution obligation to such retail clients as that responsibility resides with its Customers. However, through TPS’ commitment to obtaining the Best Execution for its Customers, the underlying retail clients of such Customers also benefit under this policy.

3 When executing Customer orders, TPS will take all sufficient steps to achieve Best Execution, considering the execution factors defined under the FCA rules.

4 This policy is available via the website of Third Financial, the investment platform division of TPS, (www.thirdfin.com/order-execution-policy), and copies can also be provided upon request.

Appendix 6

What is Copy Investing?
● “Copy Investing” allows you to allocate some or all of your Gather Portfolio to replicate the portfolio of one or more Gather Experts
● By placing a Copy Investing instruction through our Platform, you are authorising and instructing us to execute trades for your account that automatically mirror the account of the Gather Expert to the maximum extent possible subject to limitations in the Service or the Copy Investment functionality which may be disclosed on our Platform from time to time, without any prior consultation, consent of approval. The Copy Investment may be executed on a pro rata basis and in relation to the same products and the same trading instructions. As a result, we are authorised open and close positions, set limits and perform all other actions necessary to carry out the Copy Investment service.
● You will receive notifications when the Gather Expert you copy changes their allocation.
● If you copy a Gather Expert who terminates their account, the associated investments will remain in your Gather Portfolio, but the dynamic link will be severed.
● You may copy other users provided they actively permit it.
● You can choose to allow others to copy your Gather Portfolio or not.
● Please note that if you allow others to copy your Gather Portfolio, you can still copy our Gather Experts. But you will not be able to copy other users yourself.

Regulatory status of the Copy Investing service and suitability assessment
● We reserve the right to assess whether Copy Investing is a suitable investment tool for you and under what conditions based on our assessment of your Investor Profile
● Your ability to enter into Copy Investing may be limited by your Investment Profile.
● If we determine that Copy Investing is not a suitable investment tool for you, then you will not be permitted to access the Copy Investing functionalities of our Platform.
● We are not liable for any losses you may suffer because you provided false or misleading information as part of your Suitability Assessment, including where this leads to us creating an inaccurate investment profile for you.
● Notwithstanding the provision above to the maximum permitted extent under Applicable Law, Copy Investing shall not amount to any form of investment, portfolio or asset management.

Limitations to our Copy Investing service
● We do not provide personalised investment recommendations, investment advice, tax related advice or other financial related advice of any kind. Any explanation or information which we give to you as part of a Copy Investing, or about the performance of the Copy Investing is not intended to be, and should not be considered as advice. This information is provided by us solely for informational purposes.
● You should use any information gathered from our website or community investment features as a starting point for your own independent research and investment decision making. You should not make investment decisions based on information provided on the Gather platform or Gather Community.
● if we replace a trade for you, we cannot guarantee that the risk rating and economic performance of the replacement trade will match that of the restricted trade. Where in our sole discretion we do not replace a trade with an equivalent or similar trade for any reason, your economic performance, portfolio composition, risk rating and other factors relating to your portfolio may deviate from that of the master or portfolio being copied.

Understanding the risk associated with Copy Investing
● The portion of the monies you allocate to Copy Investing will be subject to the investment allocation decisions made by a third party. You need to familiarise yourself with the individual you are copying and acknowledge that your investment is dependent on their investment decisions, style and risk.
● You acknowledge that the individual you are copying cannot be held liable for any losses incurred because of your investment allocation.