Terms and Conditions - Hellostake Limited (Trading as Stake) Registration no. 11676409
This Agreement governs your use of the Stake Website & Mobile Application, opening of an Account with Stake, the Stake Account as well as the provision of the Stake Service.
You should read this document carefully and ask for independent professional advice if anything is unclear or if you have any questions. If you are unclear about anything in this document, or if you do not agree to any of its terms, you should not use our services.
This document is a legally binding agreement. It regulates both your and our responsibilities and liabilities towards each other and includes important information about the services that we provide to our customers.
By using the Stake Service, you will be deemed to have agreed to this Agreement, and it establishes a contract between you and Stake.
By creating an account with Stake (Hellostake Limited), you not only agree to these Terms & Conditions laid out by us, but you also agree to the Terms & Conditions set out by our partners. Links to their Terms are below:
For the DriveWealth Customer Account Agreement, click here.
For the DriveWealth Limited Purpose Margin Agreement, click here.
For the DriveWealth Master Securities Lending Agreement, including the Collateral Administration Agreement, Institutional Custody Agreement and Collateral Account Control Agreement, click here.
For the Wall St Rewards Terms & Conditions, please click here.
For the Stake Black Terms & Conditions, please click here.
For the Stake Customer Code of Conduct, please click here.
In this Agreement, unless the contrary intention appears:the singular includes the plural and vice versa;a reference to a gender includes each other gender;a reference to a regulatory guide, statute or other law includes regulations and other instruments made under it and consolidations, amendments or replacements of any of them; anda reference to a person includes:an individual or a firm, body corporate or association (whether incorporated or not); andthe person’s legal personal representatives, successors, substitutes, transferees and assigns.
The following words have the indicated meanings in this Agreement unless the contrary intention appears:
Account means your Stake account.
Account Holder means the persons named as the account holder.
Agreement means these terms and conditions.
Application means your application for an Account.
Application Form means an approved application form required to open an Account with us, either online or via other media.
Bank Account means the bank account in your name and based on bank details provided by you.
Business Day means a day which is not a weekend or Public Holiday in New York, USA.
Confirmation means the confirmation note we send you on execution or partial execution of a Transaction.
Currency means a form of money which is tradeable on the foreign exchange market.
Currency Conversion means the sale or purchase of Currency in accordance with your Instructions.
Custodian means the custodian appointed by us or our Service Provider from time to time.
Exchange means an official stock exchange whether in the United States of America or elsewhere.
FINRA Rules means the regulatory rules set by the Financial Industry Regulatory Authority (FINRA) of the USA.
FX Partner means, in relation to a Currency Conversion, a regulated FX remittance service engaged by Stake to provide foreign exchange services.
Fees and Charges means a fee and/or charge as set out on the Website.
Force Majeure means any delay or interruptions in fulfilling our obligations under these terms and conditions if the circumstances are beyond our reasonable control or the control of any Service Provider. This includes problems with your telecommunications services, internet service provider, computer hardware and/or software, or difficulties in sending or receiving emails.
Information means information and data periodically provided by us and Service Providers, including but not limited to data derived from the manipulation of any part of the information. This may include Account information, market information, news, updates, analyses, notifications, data and research materials relating to financial services and products.
Instructions means any instruction that we receive from you or from your Account, through such means as we may from time to time permit, in which you request us to perform certain activities with respect to your Account and/or the Stake Services, including but not limited to the funding of your Account, withdrawal of funds, Currency Conversions or Transactions.
Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trade marks, patents, trade secrets, know-how, confidential information, terms and conditions, marketing assets and designs, client and other databases, goodwill and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organization 1967.
Listed Entity means a company whose shares are traded on an Exchange.
Loan means a loan by you of your fully paid Securities to DriveWealth, LLC (‘DriveWealth’) or other borrower as advised from time to time.
Mobile Application means Stake’s mobile application available for download and use in Android or iOS format or another format that becomes available for mobile applications.
Professional Clients means these Stake Accredited Investors
Rules means the operating rules of an Exchange.
Securities means shares, stocks, bonds or other types of instruments that can be bought or sold through the Stake Services including over the counter (OTC) securities, and a fractional interest in a Security. These can change from time to time.
Service Provider means the service provider nominated by us to provide services such as custody, bank account operation, foreign exchange services, or execution and clearing services.
Settled Funds means the total amount of settled funds that you have available for transactions with your Account. This amount is subject to any orders you may have to buy Securities, any unsettled trades and any requests you have to withdraw money from your Account. Settled funds will only increase once any relevant security sale, cancellation of a buy order or new funding into your account has settled and the proceeds have been allocated to your account.
Stake Service means provision by us of information, the service of facilitating trading, settlement and securities lending services, custody services and foreign exchange services, on your behalf with our Service Providers.
Transactions means the sale or purchase of Securities, the arranging of Currency Conversions or any transaction required for the provision of your Account, by us or our partners, on your behalf and in accordance with your Instructions.
Us, our, we, Stake means Hellostake Limited (company number 11676409), of 85 Great Portland Street, London, England, W1W 7LT, its directors, employees and agents and any member of the group of its parent company, Stakeshop Pty Ltd (Australian Company Number 610105505).
Website means www.hellostake.com or any page in it, and /or the Mobile Application.
Withdrawable Funds means Settled Funds less any funds owed or held by Stake for the provision of the Stake Service, including fees unpaid or holds on funds relating to particular funding methods, such as by debit card.
You means the Account Holder or any other person accessing the Website.
3. ABOUT US
3.1 In relation to this Agreement, the Stake Website and Mobile Applications are operated by Hellostake Limited, which is the UK subsidiary of Stakeshop Pty Ltd (AU).
3.2 Stake is the trading name of Hellostake Limited (no. 11676409), authorised and regulated by the UK Financial Conduct Authority (FRN: 830771). See FCA Register for registration details.
3.3 Stakeshop Pty Ltd, trading as Stake, ACN 610105505, is an authorised representative (Authorised Representative No. 1241398) of Sanlam Private Wealth Pty Ltd (Australian Financial Services Licence No. 337927).
3.4 Stakeshop Pty Ltd is registered as an overseas company in New Zealand (NZBN: 9429047452152).
4.1 We reserve the right to amend, update or make other changes to this Agreement from time to time. We will use reasonable endeavours to inform you of those changes, which may include notifying you by email. If you do not agree with those changes, you should stop using our Services and terminate your Stake Account.
4.2 You acknowledge that you agree with any changes to this Agreement if you continue to use our Services after those changes have been made.
5.1 This Agreement applies to all dealings between you and us, Hellostake Limited (“Stake”) with its registered address at 85 Great Portland Street London W1W 7LT. By using the Stake Service in anyway, (including using our Website, applying for an account or opening an Account), you acknowledge that you have read, and agree to be bound by this Agreement.
5.2 This Agreement will apply once you have used the Stake service or any part of it.
5.3 All dealings between you and us are subject to:Consumer protection law, including the Consumer Rights Act 2015 (UK);the Rules, directions, requirements, customs and usage of and laws governing the Exchange;the customs and usages of the market; andLocal and international anti-money laundering and anti-terrorism laws.
5.4 You acknowledge that you have responsibility for all obligations that arise from Transactions we undertake on your behalf.
5.5 If we accept your application for an Account, the Stake Service in relation to your Account will be provided in accordance with this Agreement. We reserve the right to decline your application to open an Account.
5.6 When you open an Account, you agree that subject to appropriate securities lending agreements, your Securities in your Account (whether US or otherwise) may be made available for Loans.
5.7 As part of the account opening process, you agree to participate in fully paid US securities lending with DriveWealth pursuant to the DriveWealth Master Securities Lending Agreement (‘MSLA’). You acknowledge that Stake facilitates the securities lending arrangement, that you and DriveWealth are the counterparties to the MSLA and that any Loans that occur are between yourself and DriveWealth. You acknowledge that your participation is completely optional and you can opt-out at any time without penalty (subject to clause 29.4) if you do not want to make your securities available to be lent. You may opt out by opening your US Wall St Account and clicking on Settings > Trade Settings > Stock Lending Settings > Uncheck the ‘Stock Lending Income Program’ button
6. REPRESENTATION, WARRANTIES AND OBLIGATIONS
6.1 You represent and warrant:the information you give us is complete and correct;this Agreement will bind you in your personal capacity;you have authority to enter into this Agreement;your Instructions are lawful; andyou are over the age of 18.
6.2 You agree that:you will utilise the Website and Mobile Application to use the Stake Service, and will provide Instructions in relation to Transactions through the Website and Mobile Application and in accordance with this Agreement;you will ratify and confirm any actions we carry out based on your Instructions;you will pay us for any fees and charges which are reasonably incurred in implementing your Instructions and which are set out from time to time on our Website;you will inform us of any error or omission as soon as you become aware of it and you are responsible for taking necessary action to mitigate any potential loss from the error or omission;you will not engage in any practice that is considered to be market abuse;you will not use your Account or issue any Instructions in connection with any attempt to launder money or avoid applicable sanctions against any person, company or country, or;provide any false or otherwise misleading information in relation to your identity or personal circumstances that we request in order to provide you with your Account.
7.1 We reserve the right to allow users from particular jurisdictions to open an Account. The list of countries in which we cannot accept customers from will be available on our Website from time to time.
7.2 If at any time you become a US Tax Resident, you must notify us immediately.
8. ACCESS TO THE STAKE SERVICE AND WEBSITE
8.1 The Stake Service may give you the ability to instruct us to arrange to execute transactions on your behalf. To use the Stake Service you will need to have access to the internet. You are responsible for maintaining any electronic equipment, software, suitable virus protection needed to give you access to the Stake Service or the Website.
8.2 We do not promise continuous, non-interrupted or fault free delivery of the Website or the Stake Service.
8.3 Access to the Website, Mobile Application and the Stake Service may be unavailable or interrupted from time to time due to:technical or service delivery reasons; orto conduct reasonable maintenance; orregulatory or risk management reasons; orplanned maintenance; orany other reason.
8.4 You acknowledge that our Website and/or Mobile Application may be interrupted and that any services available may be interrupted and variable in certain circumstances. We may, at our absolute discretion, suspend, withdraw or restrict the operation of our Website and /or Mobile Application services where we consider it necessary. This may include, but is not limited to, situations where we decide it is prudent for our or our clients’ protection, in periods of exceptional trading activity.
8.5 We will not be liable to you if our systems or services are unavailable to you to use the Stake Service for whatever reason.
8.6 You acknowledge that your access to the Website and the Stake Service may be restricted or suspended by us as set out in this Agreement.
8.7 We may require you to use certain identity verification methods in order to login to your Account and access the Stake Service. It is your responsibility to protect your password and login credentials.
9. ACCOUNT OPENING
9.1 To open an Account, you must:Complete an online Application form;Agree to be bound by these Terms and Conditions, and the Terms and Conditions of our Service Providers;Provide us whatever information we reasonably requestSuccessfully open accounts with our Service Providers, as set out in this Agreement
9.2 We may, in our absolute discretion, decline your application for an Account.
10. FUNDING AN ACCOUNT
10.1 Before you can provide an Instruction to buy Securities, you must fund your Account. Stake retains the discretion to allow purchase of Securities prior to any funding.
10.2 Subject to Clause 10.3, you allow Stake to place a hold on any funds deposited for a period of up to sixty (60) days prior to making it available for withdrawal. Where practicable, we will provide you with advanced estimated details of the hold period based on your funding method but are under no obligation to do so.
10.3 You allow Stake to place a hold on funds deposited via any funding method until the funds have cleared at Stake, which could take up to four (4) business days. After this time, the cleared funds may be withdrawn by the customer.
10.4 You appoint Stake as your commercial agent to, if required, act on your behalf with any other Service Provider and to, if required, negotiate and conclude the provision of services on your behalf including to: (i) receive funds; (ii) give payment instructions; and (iii) facilitate the transfer of funds deposited into your Account (which are not the result of a withdrawal from the US) to the US client account of Stake’s broker-dealer DriveWealth (the ‘DriveWealth Account’).
10.5 You may also receive funds deposited into your Account by Stake as a result of promotions Stake may run from time to time.
10.6 Where you initiate a foreign exchange transfer on Stake, you authorise Stake to facilitate the transfer with our FX Partner. The applicable exchange rate will be the rate at the time the funds are received (rather than when they are sent by you). We may provide an estimated exchange rate at the time you initiate the transfer, however if you do not select an instant payment method (e.g. bank transfer), the actual exchange rate applied at the time that the funds are received may vary to the estimate provided.
10.7 Funds transferred will be sent to our FX Partner, Airwallex (Airwallex Pty Limited), and then remitted to your US client account in US dollars. Stake has contracted with its FX Partners directly and you are not entering into a contractual relationship with that FX Partner (unless explicitly disclosed).
10.8 You will be notified once the funds have cleared in the DriveWealth Account and are available to invest through Stake.
10.9 We may offer different payment methods and speeds to deposit funds to your Account. Instant funding deposits provide you with access to funds for the purpose of trading immediately after the confirmation of the funds transfer request, or the underlying funds have been received by Stake, depending on the payment method selected. Stake is not liable for any losses arising from funding delays.
10.10 All client funds are custodied in the US by the Custodian and cleared by ETC (Electronic Transaction Clearing) and DriveWealth.
10.11 You confirm that the intention of using these funds is not for any improper or illegal activity.
10.12 If you fund your Stake Account directly (not explicitly within the Stake Service, but through your own channel) you acknowledge that Stake is not responsible or liable for any loss. Stake does not support third party deposits. You acknowledge that third party deposits may be rejected and sent back to source and Stake may take any other action in respect of your Account, including suspension and/or charging a fee.
11. WITHDRAWING FUNDS
11.1 You may withdraw Withdrawable Funds from the US (via your Stake Wall St Account) to your Bank Account at any time through instruction on the Website or Mobile Application.
11.2 When you issue a withdrawal instruction, you authorise Stake to facilitate the transfer of your US dollar funds from the US client account to your Bank Account. Before Stake can facilitate the transfer, we are required by law to verify your withdrawal account and may request that you provide information to satisfy the verification process. You give your consent for Stake or any of its related entities to use your personal information for this purpose.
11.3 If our FX Partner is able to facilitate a Currency Conversion into the currency of your Bank Account, on receiving your withdrawal Instruction, Stake will book a deal with the FX Partners to convert your funds from US dollars into the currency of your Bank Account and arrange such transfer. If there is no Currency Conversion available for your Bank Account, you agree that Stake may arrange a direct transfer to your Bank Account via another channel at your cost, including any Fees that Stake ordinarily charges for such a service.
11.4 You acknowledge that we are not responsible for any delays in the transfer of funds.
11.5 You hereby irrevocably agree that, if we transfer funds to your Bank Account, we will have fulfilled our duties to you in respect of that transfer. You acknowledge that Stake bears no responsibility for loss when the details of your account have not been provided correctly.
11.6 You may be responsible for fees and expenses that your bank imposes on you in respect of the transfer of funds to your Bank Account. Stake will not be responsible for any of those costs or expenses.
11.7 Stake has the discretion to place a hold on funds deposited, in which case the funds may not be available for withdrawal for a period of no less than Sixty (60) days from the date of deposit or longer if necessitated by any regulatory issues or concerns. The relevant hold periods will be provided to you in the Stake Service.
11.8 The name of the bank account which you nominate funds to be withdrawn to must match the name of your Stake Account.
11.9 Stake is not liable for any losses arising from delays related to withdrawal of funds.
12. APPOINTMENT OF SERVICE PROVIDERS
12.1 You agree that we may from time to time appoint third parties to perform certain obligations under this Agreement.
12.2 We are not a participant on an Exchange. Accordingly, we have appointed DriveWealth, LLC or other relevant Exchange participant and may appoint other Exchange participants to provide execution and clearing services for the Transactions. You must open an account with DriveWealth, LLC to facilitate this.
12.3 You agree and acknowledge that it is necessary for you to open accounts with Service Providers and that we will arrange for applications for such accounts to be made to Service Providers on your behalf.
12.4 You provide authorisation for us to disclose personal information to third parties involved directly in delivering the Stake Service.
12.5 You agree and acknowledge that opening a Stake account involves usage of a Service Provider’s systems and is subject to that Service Provider’s terms and conditions. Stake may not be a party to any agreement between you and a Service Provider.
12.6 We may remove any Service Providers or appoint any Service Providers to perform any of our duties under this Agreement. We will exercise reasonable care in the selection of our Service Providers.
12.7 Our Service Providers may appoint other agents to provide services under this Agreement. You agree that we will not be liable for any losses sustained or incurred by you by reason of any act, omission, fraud, negligence, insolvency or delay of such persons.
12.8 You acknowledge and agree that, under their terms and conditions, the Service Providers have:Placed limits on their liability;Do not guarantee the availability of their services; andHave rights in relation to the Securities that are purchased through them which they might be able to exercise contrary to your interests.
12.9 You acknowledge and agree to the Stake Disclaimers in its entirety and as it relates to Stake and our Service Providers.
13.APPOINTMENT AS AN AGENT
13.1 You appoint us and each of our respective agents, directors, officers and Service Providers (as applicable) severally (each referred to as ‘Agent’) as your Agent to do in your name everything necessary or expedient to:execute and deliver any document necessary to ensure that the registration details of your Securities contain your true name, registration address and other necessary personal information as set out in the Application Form or otherwise provided by you;apply for accounts on your behalf with any required Service Provider;appoint one or more substitute Agents to exercise one or more powers given to the Agent, and to revoke such appointments.
13.2 By closing your Stake Account, you will be deemed to withdraw the authority set out in this clause.
14.1 The Stake Service may not be suitable for all investors. We place investment Instructions for you on an execution only basis. This means we do not give you advice on your investment decisions, which means you are responsible for making your own investment decisions.
14.2 You acknowledge and agree that:We are not a registered tax agent or tax advisor and recommend that you obtain professional financial, legal and taxation advice before entering into any financial investment decision;As part of the Stake Service, we will not provide you with personalised financial advice. If we provide you with any advice, it is of a general nature only, and that advice has been prepared without considering your personal information and does not take into account your specific needs or objectives;You are responsible for any investment or trading decisions made by you with respect to your Account and we will not be responsible for determining the suitability, appropriateness or advisability of your Instructions, any Transaction or Currency Conversion;We do not guarantee, guide or advise on the performance of any Securities or Loan;You must only provide us with Instructions and enter into Transactions for your own benefit and will not use your Account on behalf of third parties (unless agreed with us); andWhere the Transactions are international, they will not be subject to any rules of your local exchange and you will not receive the benefit of coverage that may be available from such an exchange.
15.1 Once you have opened an Account which has Settled Funds, you may place Instructions to buy or sell Securities or arrange a foreign currency transaction. If any of your Securities are on Loan when you place Instructions to sell them, this will also terminate the Loan.
15.2 Any Instructions:must be given to us through the Website or Mobile Application;are subject to the Rules and this Agreement;
15.3 You authorise us and our Service Providers to:act on any Instructions we genuinely believe are given by you in good faith and in accordance with this Agreement, and;communicate with you about your Account and the Stake Service electronically.
15.4 We are entitled to assume that any Instructions given via the Website or Mobile Application using your account details are from you. You are bound by any such Instructions.
15.5 As part of executing your Instructions, you can be charged account fees or brokerage by us and any nominated Service Provider at the rates we set, and any other applicable Fees and Charges in each case as specified on the Website. These Fees and Charges may change from time to time and may differ depending on various factors, including:the type of Account you have with us;your country of residence; orwhether a fractional or whole interest in a Security is being purchased.
16.1 You acknowledge that the price at which the Instructions are executed may be different from the price the Security is trading at the time you give your Instructions and the price at which your Instructions are executed in the market will be the price that we or our Service Providers are able to obtain from the market at the point of execution of your Instructions. That price may be different from the price displayed on our Mobile Application or on our Website.
16.2 You accept and understand that there is a difference between the prices displayed on our Website, the current market price and the ultimate execution price of your Instruction.
16.3 We assume no liability if the market data we display as part of our Services is incorrect or if the price at which a trade is executed for you is not the best price in the market (although we do ensure that we and our Service Providers comply with our best execution policies of our respective regulators).
16.4 You agree that neither Stake nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss arising if the price at which your Instructions are executed is incorrect, or not the same as the market data displayed on our Service or not the best available price in the market.
16.5 We do not guarantee that your Instructions will be executed:in full or in part;by a certain time; orat a particular price.
17.1 When you provide Instructions, you acknowledge that:You have read and agree to the terms of our Trading Disclaimers.You are able to pay for any Securities purchased, and any liabilities that arise.We will only permit trading in Securities where you have sufficient cleared funds (or equivalent) in your Stake AccountYou will pay all associated duties or taxes before the settlement time and date specified.We will use our reasonable endeavours to arrange for the execution of your Instructions. You will receive Confirmation upon execution.We will not be responsible for any losses you may incur as a result of any delay or error in the transmission or execution of your Instructions, and you acknowledge that international time differences and timing of public holidays or other similar observances may lead to delays in receipt of Instructions and execution by us and our Service Providers.Instructions to buy or sell Securities may only be valid for terms that we determine from time to time and within the maximum terms allowed on the relevant Exchange.If you request variation to or cancellation of a Transaction, the Transaction will not be varied or cancelled until we notify you that your request has been received and accepted.You will be liable to pay the applicable market or regulatory fees for your trades.You are responsible for any liability for contracts arising from your Instructions.You will indemnify us against all loss, expense or any other liability in relation to the execution of your Instructions, except to the extent resulting from or caused by our negligence, fraud or dishonesty.You accept all risk from the execution of such instructions, including market, issuer or other risks generally associated with investing or trading in Securities.
18. REFUSING YOUR INSTRUCTIONS
18.1 We and our Service Providers reserve the right to refuse to:respond to a request for information; and/oraccept any Instruction.
18.2 Notwithstanding the fact that you may only place orders to purchase Securities once you have sufficient Settled Funds in your Account, we and our Service Providers reserve the right to decline to act on your behalf or accept your instructions if:you do not provide sufficient cleared funds or do not maintain sufficient funds in your Stake Account to cover the cost of instructions to buy Securities before the Instruction is executed;we reasonably believe that your Instructions are unclear, ambiguous or incomplete;we believe that your Instructions breach (or may breach) this Agreement, any law, statutory requirements, or other regulatory requirements, including any Rules or regulations of the relevant Exchange; or
18.3 We may also cancel any Transaction or generally restrict your ability to trade Securities through your Stake Account. We do not need to provide any reason for taking such action. We will notify you, as appropriate, of any such refusal or cancellation.
19. FAILURE TO SETTLE
19.1 If you do not:comply with the obligations set out in this Agreement or the Rules relating to a Transaction; andmake full payment or good delivery for your Transactions by the settlement date, you authorise us, our directors and employees or agents (as your Agent) to: sell on your behalf any Securities that are the subject of the Confirmation, outstanding in your Account or in our control or possession at your risk and expense, including brokerage, stamp duty and other costs; and
apply the proceeds to reduce your liability to us (also known as 'payment netting').
19.2 Where we have incurred additional costs (including administrative, third party or other), we will either set off or direct debit funds from you or demand payment from you in writing.
20.1 You authorise us to:If we so elect, give you a single Confirmation for a series of Transactions rather than individual Confirmations for each Transaction in the series, andaccumulate Transactions in a particular security across multiple Exchanges on a single Confirmation and specify the volume weighted average price for those Transactions.
20.2 You acknowledge and agree that this Agreement is evidence that you have provided the authorisation under this clause, and that this authorisation continues by you continuing to place orders with us.
20.3 You authorise us to send electronic Confirmations to your email address as notified to us from time to time.
20.4 You agree that if we issue you with a Confirmation, it constitutes evidence of the Transaction unless it includes an error. The Confirmation will be subject to the correction of errors and omissions.
21.1 Your Securities and Currencies will be held by a Custodian. You will retain beneficial ownership of the Securities. If your Securities are on Loan, you will retain economic ownership of the Securities through your contractual right to the return of the loaned Securities.
21.2 Your money may be transferred to other persons, such as an Exchange. Where such a person is located outside of the United Kingdom, the legal and regulatory regime applying to such a person will be different to that of the United Kingdom and, in the event of failure of such a person, this money may be treated in a different manner from that which would apply if the money was held by such a person in the United Kingdom.
22. CURRENCY CONVERSIONS
22.1 You acknowledge that we may not be authorised under English law to deal in foreign exchange contracts. You appoint our Service Provider to execute any Currency Conversions relating to your trades in Securities.
22.2 You agree that you will bear the foreign exchange risks of a Currency Conversion, including but not limited to, the risks of cash held, or of interest or other income payments received, of expenses, taxation or other liabilities incurred in Currencies other than your local currency and of any exchange controls or other laws that may prohibit or impose costs on the Currency Conversion and that we will not be liable for any loss suffered by you as a result of a Currency Conversion or the timing of a Currency Conversion.
22.3 When you place an order, you agree to accept the indicative quote for the Currency Conversion. You agree to exchange currencies at a rate, which may be different from the estimated rate, depending on your method of payment, market movements, and which includes the Service Provider’s fees, charges and margins for executing the Currency Conversion.
22.4 Not all Cross-Currency transactions are supported. You acknowledge that some Currency Conversions may require an intermediate transaction to/from other currencies.
22.5 You acknowledge that any Currency Conversions applied to certain payments may incur a spread, and other fees and charges, which will be payable to the Service Provider.
23. RESTRICTION OR SUSPENSION OF ACCESS OR CLOSURE OF ACCOUNT
23.1 Subject to any applicable law, we can immediately close your Account or restrict or suspend your access to:The Stake Website;The Stake Mobile Application;The Stake Service;Your Account; andAny other services we may provide to you.
23.2 Our Service Providers may also restrict or suspend certain services provided to you via Stake in accordance with their terms.
23.3 Nothing in this clause prevents us from terminating your Stake Account or access to the Stake Service as set out in this Agreement.
23.4 We may exercise our right to close, restrict or suspend access pursuant to Clause 23.1 without prior notification for any reason, including without limitation if:you fail to pay any amount that you are liable for under this Agreement when it falls due;you breach any term on which access to the Stake Service is provided to you including, but not limited to the Customer Code of Conduct or any policies that we reasonably require you to adhere to in using the services that are made available to you on the Stake Service or in accordance with this Agreement;we have reasonable grounds to believe that your continued access to your Account would result in us:breaching any English law, or the law of another country; orbeing an accessory to a breach of the English law or the law of another country;we have any reasonable grounds to believe that your Account is, or may be, being used in connection with a breach of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in the United Kingdom or a similar law of another country;we have reasonable grounds to believe that you may have breached, or because of your continued access to your Account you will breach, any Rules including but not limited to the FINRA Rules;you use (or appear to use) our Website or Mobile Application in a way that we think is inappropriate or unreasonable; or
you become bankrupt or insolvent.
23.5 If we exercise our right, we may tell you the reason for the restriction or suspension (and any conditions) as soon as is reasonably possible (unless prohibited for legal or regulatory reasons). We do not need to tell you before restricting or suspending your Account access or closing your Account.
23.6 If we close your Account, you authorise us to take the following actions:we will transfer your holdings to a third party broker nominated by you and transfer any cash balance in your Account to a bank account nominated by you, less any outstanding fees or losses to be recouped by us or our Service Providers (also known as 'payment netting');if you do not nominate a third party broker within fourteen (14) days of our request for such information, at our discretion we may sell any holdings in your Account. We shall not be liable for any shortfall between the amount you invested and the amount you get back after the sale;if you do not nominate a bank account for us to transfer any cash balance in your Account to, we may hold such cash in accordance with applicable laws; andif you have a cash balance of less than £10, we shall retain such cash balance and you agree that such cash balance will be forfeited.
24. PROFESSIONAL CLIENTS
24.1 From time to time certain Securities may be subject to European Union legislation. Please refer to our terms and conditions on how Stake re-categorises EU Retail clients as Stake Accredited Investors,
24.2 An EU regulation called the PRIIPs (Packaged Retail and Insurance-based Investment Product, detailed here PRIIPs Regulations) was enacted to ensure that European Union retail clients have adequate disclosures, transparency and Key Investor Information Documents (KIIDs) when purchasing certain financial products. The UK government retained the PRIIPs Regulation when the UK left the EU, and therefore UK retail clients are afforded similar protections. Improving the transparency of PRIIPs offered to EU and UK retail clients is an important investor protection measure. Where legally permissable, we reserve the right to re-categorise clients as Professional Clients at our sole discretion.
25. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM
25.1 Stake is committed to the fight against money laundering and terrorist financing and employs strong processes and controls to ensure it is not used in the furtherance of financial crime. Stake is subject to:The Proceeds of Crime Act 2002The Terrorism Act 2000 and the Anti-terrorism, Crime and Security Act 2001The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
25.2 You acknowledge the above and that we are required by law to verify your identity before we can provide you with a Stake Account. It is an offence under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in the United Kingdom to provide false or misleading information about your identity.
25.3 You must provide all information to us which we reasonably require to adhere to English Law and any local and foreign jurisdictional requirements in order to manage money-laundering or terrorism financing and economic and trade sanctions risk or to comply with any laws or regulations in the United Kingdom or any other country.
25.4 When applying for a trading account you give us consent to provide this information to a verification service or other Service Provider who will check your personal information against sources which may include, but not limited to, databases of driver’s license and passport details.
25.5 You must provide all information to us which we reasonably require to adhere to United Kingdom or European laws and practices as appropriate, and any foreign jurisdictional requirements in order to manage money-laundering or terrorism financing and economic and trade sanctions risk or to comply with any laws or regulations in the United Kingdom or any other country.
25.6 You agree that we may delay, block or refuse to process any Transaction and give immediate notice to suspend or terminate the Stake Service without incurring any liability if we or a Service Provider suspect that a Transaction:may breach any laws or regulations in any country;involves any person that is sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United Kingdom or any other country, ormay directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct.
25.7 You declare and undertake that the processing of any of your Instructions will not breach any laws or regulations in any country.
25.8 When applying for an Account and accepting this Agreement you give consent for Stake or any of its related entities to disclose information, including, but not limited to your name, residential address and date of birth to a verification service (being a credit reporting agency or alternate verification service) and ask such verification service to provide an assessment of whether the personal information so provided matches (in whole or in part) personal information contained in a credit information file in the possession or control of the credit reporting agency to assist in verifying your identity for the purposes of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in the United Kingdom. The verification service may prepare and provide us with such an assessment and may use your personal information including the names, residential addresses and dates of birth contained in credit information files of you and other individuals for the purposes of preparing such an assessment. If you disagree with having your identity verified by a verification service, please contact us so that we can discuss other options with you.
26. CORPORATE ACTIONS
26.1 You will retain beneficial ownership of any Security. Accordingly, it is your obligation to fulfil any voting or other requirements which attach to these financial products (Corporate Actions), unless it is on Loan. While any of your Securities are on Loan you will not be able to exercise rights related to Corporate Actions. You may opt-out of Stock Lending prior to a Corporate Action if you wish to participate, for example if you would like to vote in an upcoming shareholders meeting.
26.2 If we become aware of any matter which may require you to take a Corporate Action, we may inform you of this, but are not obligated to. It is important that you ensure we have accurate personal details for you to allow us to do this.
26.3 By entering into this Agreement, you agree and acknowledge that decisions relating to the Corporate Actions you make are separate to the discretions which will be exercised by us under the Agreement.
27.1 As the taxation implications when investing in Securities which are international are complex and different from investing in Securities which are in your local market, you should seek advice from a taxation professional to evaluate whether an investment in international Securities is appropriate to your particular financial circumstances and to ascertain whether you are entitled to claim back any withholding taxes.
27.2 Securities may attract withholding taxes on income and cash dividends in some jurisdictions. All withholding tax is deducted in the applicable Currency of the jurisdiction in which the tax applies.
27.3 The Custodian will withhold tax at the rate applicable under the local laws. The rate may be different from treaty rates agreed to between your local tax jurisdiction and the applicable foreign country.
27.4 We will inform you of how much tax was withheld. However, we reserve the right not to make or support any application to reclaim the withheld tax on the Securities. We recommend you consider how this may impact your particular financial circumstances.
27.5 You may be liable for tax on foreign sourced income and may be required to include this information in your tax return.
27.6 We are not liable for any tax implications and it is your responsibility to ensure that your details are up to date with the necessary regulatory body. We will assist with the filing of W8BEN and similar forms through our Service Providers, but cannot be responsible for the population of the data in such form or any adverse implications whatsoever.
27.7 If there is a dividend payment or other distribution made whilst your Securities are on Loan, you will be paid an equivalent cash payment. However, generally Loans will be recalled prior to such payments, in which case you will receive dividends or other applicable distributions as usual. This income may attract withholding tax which you are liable for.
28.1 We or our Service Providers will hold any funds we receive on your behalf. You acknowledge that we or our Service Providers will retain any interest paid on such funds, as well as any interest paid on collateral for Loans.
29. FULLY PAID SECURITIES LENDING (STOCK LENDING)
29.1 We are entitled to any revenue from our Service Providers generated by Loans.
29.2 We may arrange payment of a percentage of the revenue earned from Loans to you if your Securities are the subject of a Loan in any given month. The amount you are paid may vary from time to time at our sole discretion. For more information about how payment works, see Stock Lending Explained.
29.3 You will only be eligible for payment for the Loan of your Securities from the date the relevant Securities settle with the Custodian, which is two (2) business days from the date the Transaction is first lodged (inclusive), until the date the Loan is terminated.
29.4 In the event that the borrower defaults on any Loan of your Securities, you authorise us to take any reasonable actions on your behalf (whether as agent or otherwise) and you assign to us your contractual rights to remedies in respect of a default on any Loan(s) by the borrower. We will only take such actions for your benefit for the purpose of recovering your losses resulting from a default by the borrower.
29.5 We will provide you with information concerning any Loan of your Securities via the Stake Mobile Application and Website.
29.6 You must notify us immediately if at any time you hold Securities that are the subject of a US employee benefit plan.
301 Information presented on our website has been obtained from sources believed to be true.
30.2 Neither we nor our associates including all officers, directors, employees, agents, third parties, Service Providers, any suppliers or relevant Exchanges:make any warranty concerning the accuracy, or reliability, or completeness of the information, on or in relation to the Application . The accuracy, timeliness or completeness of information is not guaranteed by us or any third party; oraccept any liability for any claim, loss or damage arising from the display or use of information on the Application. In particular, we and our associates are not liable for any omission, mistake, delay or interruption in providing the Information or the information being inaccurate, incomplete, or otherwise misleading, except to the extent resulting from or caused by our negligence, fraud or dishonesty.
30.3 Service Providers, including third party suppliers may assert proprietary interests in the information or Intellectual Property presented.
30.4 If we provide links to other applications or provide or make available (including by way of a referral) general research, information or recommendations provided by other persons, we are not liable to you if you rely on any research, information, advice or recommendations provided by such applications, persons or service providers.
30.5 The information supplied is for your personal and private use only. You must not:Without our express consent, reproduce, broadcast, otherwise distribute or allow any unauthorised third party to access the information;use the information for any unauthorised or illegal purpose; orprocure or assist another person to do an act prohibited by this clause.
30.6 If we suspect you are in breach of this clause 30 we may immediately suspend or terminate your use of the Stake Service.
31. INTELLECTUAL PROPERTY
31.1 You acknowledge that intellectual Property Rights, including graphics, logos, trade marks, distinctive brand features, designs, text, icons, the arrangement of them, sound recordings and all software relating to the Website and Mobile Application, and relating to the information and derived information we provide (including information transmitted electronically), remain vested in us, its creator, or other Service Providers as applicable.
31.2 Such Intellectual Property Rights must not be used in any manner without the prior consent of the owner. If improper or unlawful use of materials under Intellectual Property Rights comes to your notice, you must notify us immediately.
31.3 You may view and use the Website and Mobile Application in accordance with the Agreement, but you may not in any form or by any means reproduce, modify, distribute, store, transmit, publish or display within another website or create derivative works from any part of the Website or Mobile Application without prior written consent of Stake, or other Service Providers, as applicable.
31.4 You may not modify or copy the layout or appearance of the Website or Mobile Application nor any computer software or code contained within, nor may you decompile, disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Website or Mobile Application.
32. OUR INFORMATION TECHNOLOGY SYSTEMS
32.1 We use our best endeavours, but do not guarantee that the Website or Mobile Application will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our website. You should use your own virus protection software.
32.2 You must not misuse our Website or Mobile Application by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our website, the server on which our Website is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co- operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
32.3 We do not accept any liability for loss or damage suffered by users as a result of accessing our Website contents using a computer which contains any virus or which has been maliciously corrupted. We encourage the widespread use of antivirus programs so that you can protect your computer from viruses and other malware. Users should refresh their browser each time they visit our Website to ensure that they have access to the most up to date version of the Stake Website or Mobile Application. These updates often include improved security or fixes for recently discovered vulnerabilities.
33. PRIVACY AND SECURITY
33.1 We respect the confidentiality of the personal information we collect about customers and potential customers.
33.4 You agree to keep your password and username required to access your Account and the Website and Mobile Application confidential. We cannot be responsible for any loss due to unauthorised access where you have failed or shared information.
33.5 You are responsible for ensuring that your Stake Account cannot be accessed by third parties. We are entitled to assume that any Instruction received by us from your Stake Account is a valid Instruction, issued by you – even if the Instruction was issued by someone who gained unauthorised access to your Account.
33.6 You must keep your login details and passwords that you use to access your Account, safe and secure and not allow any other person to know or obtain those details. If you have lost your login or password details, or you suspect your login or password details have been compromised, you should immediately inform us and change your details via the Stake Service.
33.7 You agree that neither Stake nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss arising as a result of your failure to keep your Account (including login and password details) secure from any unauthorised access to your Account or your failure to update to the latest version.
33.8 We will take reasonable steps consistent with our legal duties to protect your Account and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.
34.1 Either party may provide notice to the other party by electronic communication such as email or via the Stake Service. Notices sent by electronic communication will be treated as having been received one hour after being sent.
34.2 We reserve the right to provide notice by phone, which may be recorded as required by law. We will notify you if any phone call is to be recorded.
34.3 If we have your email, we will use this as the default communication and reserve the right to use email exclusively.
34.4 You must ensure that:You provide us with a valid email address;The details you provide to us remain up to date; andThat you notify us of any changes to your details.
35. OUR LIABILITY
35.1 We, our directors, our Service Providers, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses except to the extent resulting from or caused by our negligence, fraud or dishonesty due to:us acting upon your instructions;refusal to act on your instructions;your default;any legal action;compliance with a direction, request or requirement;error, omission, non-receipt, or invalidity in your Instructions;problems involving the relevant Exchange, market participant, and or/failure of an Exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor;any events or circumstances that we cannot reasonably control;any Force Majeure;any delay, interruption, omission, failure, error or fault by us in passing on and executing your Instructions;market movements and other risks associated with the trading and Loan of Securities, including a borrower of Securities being unable to return such Securities;suspected or actual manipulative trading, including insider trading, false or misleading trading, market rigging and market manipulation; orfaults, errors, defects, failures in the Website, other computer systems, or loss of access to your Account.
35.2 Subject to any other rights implied by law which cannot be excluded by agreement we, our, Service Providers, our officers, employees and agents:make no warranty for merchantability or fitness for purpose with respect to the Stake Service, including the Services provided by the Service Providersexclude liability for any losses arising directly or indirectly out of:a disruption to or failure of the service or error in processing a Transaction you have Instructed us to process in accordance with this Agreement. We will however correct any incorrect entry because of any disruption, failure or error and will adjust any Fees and Charges as appropriate. You agree to reimburse us any amount that has been erroneously paid to you as a result of such disruption, failure or error;any delay in providing any information or the Stake Service to you;effecting an Instruction received from you which is unclear;our decision to stop offering the Stake Service in whole or part;our withdrawal of an Exchange and/or a Security and/ or Currency from the Stake Service;a change in any law or rule of an Exchange, an order or directive received from a foreign Exchange, suspension of trading, unlawful access to Service by an unauthorised person; orany Force Majeure.
36. LIMITED LIABILITY
36.1 Where we are liable to you under or in connection with this Agreement (regardless how that liability came to be), our liability will be limited, for each and every Instruction, to the lesser of £100 (one hundred Pounds Sterling) and the amount of that Instruction and overall to you, to £1,000 (one thousand Pounds Sterling).
36.2 Nothing in this Agreement limits or excludes our liability for:death or personal injury caused by our negligence;fraud by us; orlosses that we cannot limit or exclude under applicable laws and regulations.
37. YOUR LIABILITY
37.1 You will be liable for losses caused by unauthorised Transactions where we can prove that you contributed to losses on the balance of probability:through fraud or breach of the security requirements, orfrom unauthorised Transactions because you unreasonably delayed notifying us after realising that the security of your Account had been breached.
37.2 If you are liable for losses under this clause, you will be liable for the actual losses that occur between the time you realised, or should reasonably have become aware that your Account’s security had been breached and when you actually let us know.
37.3 We reserve the right to claim any reasonable expenses (legal or otherwise) in relation to resolving any claim against you or us (by you), whether resolved or not.
38.1 You indemnify us, our Service Providers, our officers, employees, agents and our related bodies corporate for any losses arising directly or indirectly out of:your use of the Stake Service;our acting on your Instructions;your failure to comply with this Agreement;your failure to comply with any legislation or Rule, whether foreign or domestic; andany of your acts or omissions or that of a person acting on your behalf.
38.2 You agree to indemnify us, our Service Providers and each of our respective members and associates, and the directors, officers, agents of either us indemnified parties) against:any losses, liabilities or expenses incurred by you arising out of, or in connection with, any of the indemnified parties acting under, or in connection with, this Agreement except to the extent that any loss, liability, or expense is caused by the negligence, fraud or dishonesty of any indemnified party;any losses, liabilities or expenses incurred by any indemnified party arising out of, or in connection with, a breach by you of any of your obligations under this Agreement;any losses, liabilities or expenses incurred by any indemnified party arising out of, or in connection with, any incorrect or misleading representation or warranty given by you under this Agreement; and
38.3 You agree that the risk and liability for unauthorised instructions or fraud lies with you alone, and that you will indemnify us from all loss, costs and expenses arising from such unauthorised instructions or fraud, except to the extent resulting from or caused by our negligence, fraud or dishonesty. We hold the benefit of this indemnity on trust for each indemnified party.
38.4 Your liability to indemnify us will be reduced proportionately to the extent a negligent or fraudulent act of ours contributed to the loss.
38.5 Each indemnity in this Agreement is a continuing obligation, which is separate and independent from your other obligations, and survives termination of this Agreement.
38.6 We do not need to incur expenses or make Transactions on your behalf before enforcing our right of indemnity under these terms and conditions.
38.7 We reserve the right to claim any reasonable expenses (legal or otherwise) in relation to resolving any claim against you or us (by you), whether resolved or not.
39.1 You may not assign, transfer or novate any of your rights or obligations under this Agreement without our written consent, which may be withheld absolutely.
39.2 We may assign, transfer or novate any or all of our rights or obligations under this Agreement by ten Business Days written notice to you.
39.3 In the event of an assignment, transfer or novation by us:You will have the same rights and obligations under this Agreement against the new party as you had against us prior to the assignment, transfer or novation;The new party has the same rights and obligations against you that we had prior to the assignment, transfer or novation; andWe and our Service Providers are released from any obligations arising on or after the date of the assignment, transfer or novation.
40.1 This Agreement remains in force until it is terminated or we are no longer authorised to provide the Stake Service.
40.2 Either party may terminate this Agreement:by sending a written notice (including by email) to the other party terminating the Agreement. Termination will take effect thirty Business Days after the notice is received; orimmediately by written notice in the event of insolvency, bankruptcy, winding up, death or incapacity of the other party.
40.3 We may terminate this Agreement, your Stake account or your ability to use the Stake Service at any time and for any reason (including but not limited to examples provided below) by giving you notice, which at our discretion can be effective immediately on providing notice.
40.4 Such reasons for termination by us may include (but are not limited to):You fail to pay any amount you are liable to pay under this Agreement;You breach any term of this Agreement, the Customer Code of Conduct or any policy we reasonably require you to adhere to and which we make available to you;We reasonably believe that allowing you continued access to the Stake Service would result in us or any Service Provides breaching the Rules, any English law, or the law of another country;We reasonably believe that the continued use of the Service is not in your best interests;We reasonably believe that your Account is being used in connection with a breach of any of:The Proceeds of Crime Act 2002;The Terrorism Act 2000 and the Anti-terrorism, Crime and Security Act 2001; orThe Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; orAny use of the Stake Service, Website or Mobile Application which is not reasonable, compromises the use of the Stake Service by others, or any use considered immoral or otherwise not in good faith.
40.5 Upon any notice of termination (by you or us), we reserve the right to refuse the execution of any outstanding Instructions.
40.6 If your Stake Account has been terminated for whatever reason, then (unless we are prohibited from doing so by any applicable law or regulation), we will do the following:we will arrange for any Securities that you have acquired through our Services and that you still hold with us, to initially be transferred to another service provider, or in the case of not being able to do so, be liquidated (i.e. sold on the market), and you hereby irrevocably authorise us to do so;we will deduct all applicable fees, costs, expenses, taxes and other deductibles related to the liquidation of your Securities from your Available Funds (also known as 'payment netting'); andwe will arrange for your Available Funds that remain to be transferred to your nominated Bank Account.
40.7 Once your Stake Account has been terminated, we will not accept any further Instructions from you.
40.8 We may retain a copy of all records related to your Stake Account and Instructions you have sent to us, in accordance with our data retention policies and otherwise as required by any applicable law or regulation.
41.1 If any provision in this Agreement shall be held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to our commercial intention.
41.2 If any provision of this Agreement is unlawful, void or unenforceable, then that provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to our commercial intention and that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
42.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
43. Dispute Resolution
43.1 All parties must use all their reasonable endeavours to resolve any dispute arising in connection with this Agreement or any transactions thereunder.
43.2 If you do have a complaint in relation to your Stake Account, please contact us firstname.lastname@example.org in the first instance. We will endeavour to resolve any issues as quickly as possible. Should you wish to raise a complaint by letter, please write to us at Hellostake Limited, 85 Great Portland Street, London, W1W 7LT
43.3 If are not satisfied with an outcome of your complaint or dispute you make in relation to the Stake Service, you may have the right to refer the complaint to the Financial Ombudsman Service. We note that the Financial Ombudsman may not look at a complaint until it has been raised with us (being the firm) and that we have had a reasonable time to respond.
43.4 The details for the Financial Ombudsman Service (UK) are:Address: Exchange Tower London E14 9SR.Phone from UK: 0800 023 4567Phone from outside UK: +44 20 7964 0500You can find more information on their website. You can also use their service through the Online Dispute Resolution platform.
43.5 In relation to any dispute, we reserve the right to claim reasonable costs associated with the resolution of such dispute, even if such dispute is not resolved to your satisfaction.
44. Governing Law
44.1 This Agreement is governed by English Law.
44.2 The parties agree to irrevocably submit to the non-exclusive jurisdiction of the courts of England & Wales