Wealth Management (Terms & Conditions)
Wealth Management (Terms & Conditions)
Table of Contents
Part A - Getting started
1. Who are FirstBank UK and how do I contact you?
1.1 Who we are
In these terms, “we”, “us” and “our” mean First Bank UK Limited.
First Bank UK Limited is a wholly owned subsidiary of First Bank of Nigeria Limited. We are:
- incorporated in England and Wales, with our registered office at 28 Finsbury Circus,
London EC2M 7DT; and - authorised and regulated for investment business by the Financial Conduct Authority (FCA) firm reference number 216772).
Our Companies House registration number (04459383) and VAT number are set out in your account opening documents and, on our website, (as set out in the info box below). More about our legal and regulatory status is in the section
“Other legal bits” later in these terms.
1.2 How to contact us
You can contact us using the following details:
| By phone: +44 (0)20 7920 4920 (Client Services Group). Opening times: Monday to Fridays – 9am to 5pm (excluding bank holidays in England and Wales) | Online: www.fbnbank.co.uk, including secure messages via Online Banking (where available) |
| By email: [email protected] | By post: using our postal address as above. |
| If your query is urgent (for example, you think your account, security details, or instructions have been misused), please call us as soon as possible on +44 (0)20 7920 4920.-Monday to Fridays from 9am to 5pm (excluding England and Wales bank holidays) | |
1.3 If you need extra support or information in another format
We will primarily communicate with you in English. If you find it hard to use our services or to understand information we send you, for example because of a disability, health condition, language or a difficult life event, please tell us.
We can usually:
- provide information in large print, Braille, audio or easier-to-read formats;
- adapt how we communicate with you; and
- help you set up a trusted person to help manage matters (for example, via a third-party mandate or power of attorney).
You can ask for this support through your Relationship Manager or using the contact details above. We may make a note of your needs on our systems so we can take them into account when we deal with you.
2. Which documents make up my agreement with FirstBank UK?
2.1 The documents that form your Agreement
Your overall agreement with us for Wealth Management services (your “Agreement”) is made up of:
- these Wealth Management General Terms and Conditions (including any schedules);
- the Initial Agreement Document (which includes key information about the service and fees);
- any additional product or service terms we agree with you (including, where relevant, the Account Terms for your FirstBank UK bank account); and
- the application form(s) you complete and sign (for example, an execution-only application form)
If there is a conflict between these Wealth Management Terms and any other document you receive from us for these services, these Wealth Management Terms will prevail, unless we expressly agree otherwise.
2.2 What these terms cover
These General Terms and Conditions set out the main terms that apply when we provide you with:
- Advisory services (where we assess the suitability of certain investments and provide a suitability report for recommendations); and/or
- Execution-only services (where we execute transactions on your instruction, without advising on the merits or assessing suitability in the way advisory services do).
2.3 How we treat you for regulatory purposes (your “client categorisation”)
Unless we tell you otherwise, we will usually treat you as a retail client for these services. This generally gives you the highest level of regulatory protection, including potential access to the Financial Ombudsman Service (where eligible).
You can ask to be treated as a professional client, but:
- we may decline your request; and
- if we agree, you may lose some protections.
2.4 When these terms start and how long they last
These terms start on the Effective Date, which is the earlier of when:
- we confirm we are prepared to provide the services; or
- we begin providing the services.
They continue until terminated in line with the termination provisions in these terms.
Who this agreement is between
Us: FirstBank UK Limited (we might also say “our” and “we” in this agreement).
You: (the account holder(s) or anyone acting on your behalf) The person(s)
whose name(s)are on the account, or your appointed representative.
3. Am I eligible, and how do I start using Wealth Management services?
3.1 Who can use these services?
We may provide advisory and/or execution-only services to you if:
- we have accepted you as a client for these services; and
- you meet any eligibility criteria we apply from time to time (for example, Private Banking eligibility criteria and onboarding requirements).
We can reject an application (in whole or in part) without giving a reason.
3.2 Applying for the services – what we need from you
To provide our service, we may ask you for some essential information, including:
- Proof of identity and updates from time to time;
- Details about your finances, goals, and how much risk you are comfortable with (for example, through our Client Investment Profiler Form); and
- In some cases, extra details to meet legal or regulatory requirements (for example, certain transaction reporting or a Legal Entity Identifier for companies)
Please make sure the information you give us is accurate and complete, and let us know straight away if anything changes that could be important.
3.3 Acting as principal (and joint clients)
You will be acting as principal (meaning you will be acting for yourself) in relation to transactions under these terms, and you are responsible for meeting the obligations in them.
If you are entering into these terms with other people (for example, as joint clients), then:
- your obligations are joint and several;
- we shall accept instructions only in accordance with the agreed signing mandate;
- we may share personal data between joint clients as needed to operate the relationship; and
- If a joint client dies, the investments and portfolio will usually pass to the surviving client(s). We may continue to provide services under these Terms, subject to legal requirements and any evidence or internal checks we need.
3.4 Custody, settlement and third parties (important)
We do not hold your investments ourselves. We appoint a regulated Custodian to look after them and to settle your trades.
This means:
- You will have a direct agreement with our designated Custodian; and
- you must read those custody terms carefully (see Schedule 2) because they set out your rights and responsibilities with the Custodian.
We choose and oversee the Custodian with due skill and care. We are not responsible for their actions. We may change the Custodian and will usually give at least 30 days notice, unless the change is required by law or benefits you.
3.5 Important information before you invest
You confirm that you have read and understood the Risk Disclosure Statement in Schedule 3 provided with these terms.
Also:
- we do not provide tax or legal advice, and you should seek your own professional advice where needed; and
- any Investment Information we provide (for example market commentary) is prepared for general use and is not personal advice or a recommendation.
3.6 If you change your mind after signing (cancellation right)
You may have a right to cancel these terms within 14 days of the Effective Date. If you cancel properly:
- we will stop providing services under these terms;
- cancellation will not affect services already provided or in progress; and
you may still be liable for fees/charges incurred, and you bear any market losses between the Effective Date and the date we receive your cancellation notice.
Thinking about starting your wealth management journey?
Before we can provide advisory or execution‑only services, we will need some key information from you such as:
- proof of identity.
- details about your financial goals; and your risk appetite.
- knowledge and experience in investing
This helps us make sure the service is right for you and meets regulatory requirements. Please keep your information up to date so we can support you effectively.
Part B - Using our wealth management services
4. What service am I using – advisory or execution-only?
4.1 Advisory service (when we recommend investments)
If you use our advisory service, we will advise you on investments and assess the suitability of each recommendation for you.
We provide restricted advice. This means our recommendations are drawn from a defined range of product types and providers, not the entire market, and we do not provide financial planning services.
4.2 Information we rely on to advise you
When we advise you, we rely on the information you provide in your Client Investment Profiler (CIP) Form (and any updates you give us). You must make sure the information you provide is complete, accurate and up to date, and you must tell us promptly (in writing) if your circumstances change.
4.3 Suitability reports and ongoing reviews
Before you act on our advice, you will receive a Suitability Report explaining why the recommendation is suitable.
If you agree to receive ongoing investment advice, we will check the suitability at least once a year (or sooner if you ask or your circumstances change).
4.4 Your decision and what happens if you delay
You choose whether to follow our advice. If you decide to accept it, you may instruct us to arrange transactions. If you delay and we believe the recommendation is no longer suitable, we may decline to follow your instruction if we reasonably believe that the recommendation is no longer suitable for you. Where you decide not to follow the recommendation, we may but are not obliged to make further recommendations that we consider are consistent with your objectives. You agree that not following our recommendations may reduce the likelihood of achieving your objectives.
4.5 No guarantee of performance
Please note, past performance is not a guarantee of future results. We cannot predict investment performance, and we do not guarantee returns or that your objectives will be achieved.
4.6 Execution-only service (when you instruct us)
If you use our execution-only service, we will carry out transactions based on your specific instructions. We will not give advice on whether the transaction is a good idea, and we will not check if it is suitable for you. The decision is yours, and you take the risks.
We may refuse or stop a transaction if required by law, regulation, or a regulator.
4.7 Securities backed lending (where we lend to you)
We can provide lending solutions backed by your investment portfolio, to allow you increase or diversify your investments.
5. How do I communicate with you and give instructions?
5.1 Contact details for Wealth Management
For matters under these Wealth Management terms, you should contact the Private Banking / Wealth Management team using the contact details set out in Part A (including [email protected] and +44 (0)20 7920 4920). Monday to Fridays – 9am to 5pm (excluding bank holidays in England and Wales)
5.2 Format of instructions
You must give us instructions:
- in writing; and
- in English.
Any verbal instruction must be confirmed in writing before we can process it.
5.3 Email and communication risks
You acknowledge that email communications carry risks (including interception, mis-delivery, viruses, malfunction and delay) and we are not responsible where those risks materialize.
Before we act on electronic instructions (including email), we may apply agreed security procedures (for example, requiring signed instructions and/or call-backs). If we cannot complete our security checks, we may delay or not act on the instruction.
5.4 Telephone contact and call recording
You can contact us by phone. Calls may be recorded for regulatory, training and monitoring purposes.
5.5 Who can give instructions
We may rely on an instruction that appears to have been sent by you (or an Authorised Person) without further enquiry, provided we act reasonably.
5.6 When we may not act on an instruction
We will act in accordance with confirmed instructions unless we believe that:
- it is not practicable;
- it would involve a breach of law/regulation or these terms;
- it is incomplete, conflicting or ambiguous; or
- it was not given by you (or an Authorised Person).
If we decline to accept or act on an instruction, we will tell you where practicable. We may also decline to act on an instruction without giving a reason.
Clear communication helps us act quickly and securely.
To protect your instructions and keep your account safe, please ensure all instructions are provided in writing and in English, and be aware that we may need to carry out security checks, especially for email instructions.
6. How are orders executed and settled?
6.1 Investment instructions
We pass your orders to the Custodian for execution once we have what we need (including any information we request).
6.2 Funding instructions (moving money to settle deals and pay fees)
Where you need to transfer money from your FirstBank UK account to fund investments or fees, the banking cut-off time concept applies, instructions received after the applicable cut-off time (or on a non-business day) are treated as received on the next business day.
6.3 How we execute transactions
Where we carry out transactions for you, we do this by placing or transmitting orders to the Custodian for execution. We will submit your order to the Custodian by the time stated in the relevant application form, once we have confirmed we have no additional requirements. Our current cut-off times are:
- 3:00pm (UK time) for GBP
- 1:30pm (UK Time) EUR payments;
- 3:30pm (UK time) for USD payments;
- different times may apply for other currencies (we will provide details on request).
6.4 Best execution and our Order Execution Policy
When we place or transmit orders on your behalf, we take all sufficient steps to get the best possible result for you, considering price, costs, speed, likelihood of execution/settlement, size, and nature of the order. We will act in line with our Order Execution Policy which is attached with this document.
By agreeing to these terms, you consent to:
- our Order Execution Policy; and
- orders being executed outside a “trading venue” where we deem this appropriate under that policy.
6.5 Aggregation
Your order may be combined with other client orders where we reasonably believe this will not disadvantage you overall. It may sometimes lead to a less favourable price.
6.6 Funding, settlement and fees
We will initiate payments for investments and fees from your designated payment account to the Custodian’s client money bank account. By agreeing to these terms, you authorise us to:
- transfer cash from your designated payment account to meet settlement or other obligations to the Custodian; and
- deduct our fees and costs/expenses from your designated payment account.
We may retain funds to ensure you meet your payment obligations, and we may refuse to act if you do not have sufficient cleared funds to settle.
6.7 Transaction reporting information (including LEI)
If we need information to meet transaction reporting obligations, you must provide it. If you are a legal entity, you must provide a valid LEI if requested.
7. How are my investments held?
7.1 Custody and nominee holdings
We do not provide clearing, settlement or custody directly. We appoint a third-party Custodian to provide these services, and you have a direct relationship with the Custodian under separate custody terms.
The Custodian is responsible for safekeeping your investments, which may be registered in a nominee name. You remain the beneficial owner of the investments.
Investments held in custody may be pooled with other clients’ holdings in line with applicable custody rules. If there is an irreconcilable shortfall following a default by a custodian/third party holding investments, you may share in any shortfall on a pro-rata basis.
7.2 What we do (and do not) handle
We will not accept or handle cash in any circumstances. Money for transactions must be transferred to the Custodian through your account with us (we can facilitate this). We do not accept or hold client assets such as share certificates.
7.3 Statements and third-party information
We will provide statements about investments and money held by the Custodian based on information the Custodian provides. The Custodian is responsible for the accuracy and completeness of that information, and we are not responsible for liabilities arising from failures in that information supply.
7.4 Income (dividends/interest) and corporate actions
The Custodian/platform provider will collect income (such as interest, distributions and dividends) in respect of your investments.
The platform provider may not be responsible for informing us of corporate actions or events (for example takeovers, reorganizations, meetings, conversion/subscription rights), but will do so where reasonably practicable. If you want to participate, you must provide instructions within the time limits the platform provider stipulates.
Your investments are held safely by our Custodian, not by us.
We pass your instructions to a regulated Custodian who completes the trade and holds your money and investments for you. Your assets may be kept together with those of other clients, but they still belong to you. We monitor the Custodian to make sure they use proper care when looking after your assets.
8. What reports and confirmations will I receive?
8.1 Valuation Reports
Valuation reports are available on the online portal provided to you upon completion of your investment with us. Where you are unable to view your valuations online, we can provide ad hoc paper reports.
8.2 Transaction confirmations
We will also provide a contract note or third-party transaction confirmation for transactions arranged on your behalf.
8.3 Third-party data and non-standard reporting
We rely on information from third parties (such as product providers and custodians) to produce some reports, which can cause delays, and we cannot guarantee third-party data accuracy. We may charge for non-standard reporting you request, if agreed with you in advance.
9. What fees, charges and taxes apply and how are they paid?
9.1 Where fees are set out
The documents setting out fees and charges include Schedule 1 to these Terms, the Initial Agreement Document, relevant application form(s) and the suitability report.
9.2 Paying our fees
Fees are payable on demand. You authorise us to deduct our fees and charges directly from your FirstBank UK bank account. If there are insufficient funds, we may invoice you and payment will be due within 30 calendar days of the invoice date.
Our fees are exclusive of VAT or similar taxes (where applicable).
9.3 Costs and charges information
We will provide you with information about costs and charges incurred in relation to the services, the cost of any investments recommended, and (if applicable) details of payments made to third parties, in line with FCA rules. This will be included in the client agreement and the suitability report and, where you receive ongoing advisory service, at least annually.
9.4 Custodian/platform charges and other costs
In addition to our fees, you are liable for:
- custodian/platform charges (and you authorise us to instruct the Custodian to deduct charges from your custodian account and/or transfer cash/investments to meet settlement/other obligations); and
- other costs properly incurred (including product provider/manager costs, stamp duty, tax and transaction-related expenses).
9.5 Non-standard reporting
We may charge for non-standard reporting you request, at a rate agreed with you before we supply it.
9.6 Changes to fees and charges
We may change our fees, transaction charges and other charges with prior notice to you. Any changes will follow the change process in the Account Terms (including how we notify you, when changes take effect, and what you can do if you do not agree).
10. What should I know about foreign currency investments and exchange rates?
10.1 Exchange rate risk
Changes in exchange rates can affect the value, price, or income of investments that are priced in foreign currencies. Foreign markets may involve different risks and may have different settlement, legal, or regulatory requirements.
10.2 Currency conversion for funding and payments
If we convert one currency into another for you (for example, when funding a payment), we will use the exchange rate we set for that type of transaction at the time. We will also apply any margin or fee described in the relevant tariff or terms.
11. Conflicts of interest, benefits and acting for others
11.1 Conflicts of interest
Sometimes conflicts of interest can happen, for example, if we (or one of our affiliates) have an interest in a transaction or obligations to other clients.
We have a Conflicts of Interest Policy (available on our website, www.fbnbank.co.uk) and processes to prevent or manage these situations. If we cannot prevent or manage a conflict, we will let you know and ask for your consent before going ahead.
11.2 Third-party benefits
Under FCA rules, we are not allowed to accept fees, commissions, or benefits from third parties in connection with providing our services to you, except in very limited circumstances.
11.3 We may act for others
You agree that we (and/or our affiliates) may provide services to other clients or act as principal in transactions. Any identified conflict of interest will be resolved in line with the bank’s conflict of interest policy, which can be found on our website.
12. If something goes wrong, or I am unhappy, what should I do?
12.1 Tell us as soon as possible
If you think something is wrong (for example, an instruction has not been carried out as you expected, or a confirmation looks incorrect), contact us as soon as possible so we can investigate and, where appropriate, take steps to correct or mitigate the issue.
12.2 Complaints
Complaints relating to services under these terms are handled under the complaints process set out on our website (https://www.fbnbank.co.uk/complaints-process/) (including potential referral to the Financial Ombudsman Service where eligible).
Where a complaint relates specifically to the platform provider/custodian’s services, their complaints process may also apply (for example, contacting the relevant Compliance Officer), and we will support you in raising the issue via the appropriate route.
Part C - Other important terms
13. How do you use my information, and who do you share it with?
13.1 Confidentiality
Any information shared between you and the bank must be kept confidential in line with these terms, unless:
- disclosure is required by law or regulation, or requested by a regulator, tax authority or court;
- disclosure is to professional advisers where reasonably necessary; or
- disclosure is needed to enable us to provide the services (for example, to our employees, Associates, delegates, the Custodian/platform provider and other service providers).
We may also disclose information about you where necessary to investigate or prevent fraud or other illegal activity, for credit enquiries/assessments, where it is in the public interest, or at your request/with your consent.
13.2 Data protection
We will process personal data we receive under these terms in accordance with applicable UK data protection legislation. Our Privacy Policy (https://www.fbnbank.co.uk/privacy-statement/) explains what we collect, how we use it, who we share it with and your rights.
13.3 Information shared with the Custodian/platform provider
Because custody/settlement is provided by a third party, you agree that relevant personal information may be shared with the Custodian/platform provider and their service providers to open and administer your custody account and provide services to you.
14. What checks do you carry out for anti-money laundering and fraud prevention?
We are required by law to carry out checks on our clients from time to time.
You must provide, when requested, evidence that satisfies us of your identity (and, where relevant, the identity of your associates, employees, and agents) and any other information or documents we reasonably request to meet legal and regulatory requirements and our internal policies (including anti-money laundering and sanctions requirements).
If you cannot adequately verify your identity, we may not be able to provide advice or arrange investments for you.
We may also be required to disclose information about you to government or regulatory authorities. Where required under UK anti-money laundering law, we may make disclosures and may be prevented from telling you that we have done so.
15. What are you responsible for (and what are you not responsible for)?
15.1 Our standard of care
Our obligation is to use reasonable care when providing services under these terms.
15.2 When we are liable
We may be responsible for losses where there is a direct result of our breach of contract, or our willful default, negligence or fraud (including that of anyone we delegate work to).
We are not responsible for:
- indirect, special or consequential losses; or
- losses that were not reasonably foreseeable when you entered into these Terms, including loss of profit, savings, opportunity or goodwill
15.3 What we cannot exclude
Nothing in these Terms removes or limits any legal duties we owe you, including our liability for fraud or for death or personal injury caused by our negligence.
15.4 Your indemnity to us
You agree to cover any direct losses we have to pay, or costs we incur, because of:
- your breach of these Terms; or
- us acting on your instructions, unless the loss was caused by our fraud, negligence, or willful misconduct.
This responsibility continues even after these Terms end.
We protect your information and follow strict legal checks.
We only use or share your information when the law allows it, or when it is needed to provide your service. We also carry out checks to prevent fraud and financial crime this may mean asking you for documents from time to time. If you don’t provide the information we need, we may not be able to offer some services.
16. What do you promise to us (your undertakings)?
You undertake (among other things) that:
- you have the capacity, power and authority to enter into and perform these terms;
- (where applicable) you are duly incorporated/constituted and validly existing;
- information you provide is complete and accurate, and you will notify us in writing of any material change;
- you will provide information/documents we request to meet our legal, regulatory, internal and contractual obligations; and
- you are acting as principal and for your own account and are liable as principal for obligations under these terms.
17. If I am unhappy, how do I complain? What compensation may apply?
17.1 Complaints
Complaints about services provided under these terms follow the complaints process as set out on our website (which also applies to these services). https://www.fbnbank.co.uk/complaints-process/
If your complaint relates to the Custodian/platform provider’s services, their complaints process may also apply (for example, contacting their Compliance Officer).
Step 1 – Contact us
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| Step 2 – Our response We will:
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17.2 FSCS (compensation)
We are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to claim compensation from the FSCS if we cannot meet our financial obligations to you. Eligibility depends on the type of business and the circumstances of the claim. For most types of investment business, eligible claims are covered up to £120,000 per person per firm. FSCS cover does not apply to losses due solely to investment performance Further information can be found here https://www.fbnbank.co.uk/fscs-information-sheet-and-exclusion-list/
18. Can you change these terms?
Changes to these terms follow the changes process in the General Terms & Conditions (which also applies to these terms).
Where relevant, this includes how we notify you, when changes take effect, and what you can do if you do not agree with a change (for example, ending the relationship before the change takes effect, subject to any product restrictions).
19. How do these terms end (termination), and what happens then?
19.1 Your right to terminate
You may terminate these terms at any time by giving at least 10 Business Days’ notice to us. Notice must be in writing and will take effect on the business day stated in your notice.
19.2 Our right to terminate
We may terminate these terms on two months’ prior written notice. We may also terminate immediately (or on shorter notice) if we have a valid reason, including if:
- you die or become legally incapacitated;
- you become bankrupt/insolvent or we reasonably believe you may not meet your obligations;
- you close/terminate your account with us;
- you do not provide information/documents we reasonably request (or you provide false/misleading/unsatisfactory information);
- you commit a serious or persistent breach;
- we reasonably suspect fraud or breach of applicable law; or
- continuing would cause us to breach law/regulation or expose us to action/censure by authorities.
19.3 Effect of cancellation/termination
Termination does not affect:
- completion of transactions initiated before we receive notice (we will aim to complete them as quickly as possible); or
- Any rights, liabilities, existing commitments, or provisions that are intended to continue after termination.
No penalty applies on termination, but you must pay:
- fees and charges pro rata to the termination date;
- expenses necessarily incurred in cancelling/terminating; and
- losses necessarily realized in settling or concluding outstanding transactions.
20. What happens if events outside your control affect services?
We are not responsible for delays or failures caused by events outside our reasonable control. These may include trading suspensions, natural disasters, government or regulatory action, war or emergencies, fire, riots or civil disorder, failures in electronic or communication systems, and industrial disputes.
21. Can you use third parties or transfer your rights and obligations?
How we use third‑party providers, and how we transfer rights or responsibilities, follows the rules set out in the Account Terms. Those rules also apply to the services covered by these Terms.
22. Other legal points
22.1 No waiver
If we delay or choose not to enforce a right, we can still enforce it later. All our rights and remedies are separate and can be used together.
22.2 Severability (illegality)
If any provision is illegal, invalid or unenforceable, the rest of the terms remain in force.
22.3 Third party rights
A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
22.4 Governing law and jurisdiction
These terms (and any non-contractual matters relating to them) are governed by the law of England and Wales, and the English courts have exclusive jurisdiction.
Things may change, but you are always in control.
You can end these terms whenever you choose, and we will always tell you in advance if we make any changes. If something major happens that we can’t control, like a system failure, a market disruption, or wider events affecting financial services, it may temporarily affect how quickly we can act.
We also use trusted third‑party providers to help us deliver parts of the service, but we remain responsible for choosing them with proper care. Whatever happens, your core rights under UK law stay protected.
Part D - Definitions, interpretation and schedules
23. How should I read these Wealth Management Terms?
23.1 Headings and general rules
In these Terms:
- headings are for convenience only and do not affect interpretation;
- references to a person include an individual, corporate body or unincorporated body (with or without separate legal personality), and their personal representatives, successors and permitted assigns;
- references to applicable law mean applicable law as amended, extended, consolidated, substituted or re-enacted from time to time;
- references to a document mean that document as amended, supplemented or restated (other than in breach of these Terms);
- words in the singular include the plural and vice versa; and
- “includes” and “including” mean “includes without limitation” and “including without limitation”.
23.2 What “in writing” means
Unless the context clearly says otherwise, references to “notify”, “notification”, “notice”, “communication”, “agree”, “agreement”, “instruct” or “instruction” mean in writing. “Writing” includes text displayed on screen (for example, email).
24. How do the Schedules work?
24.1 The Schedules form part of these Terms
These Terms include the Schedules, which form part of the legally binding agreement between you and us.
24.2 What each Schedule covers
The Schedules are:
- Schedule 1 – FirstBank UK fee structure for investment services (fees and charges for advisory and execution-only services).
- Schedule 2 – Third Platform Services custody terms (how the Custodian/platform provider holds assets and money, settles transactions, and certain rights/obligations between you and the Custodian/platform provider).
- Schedule 3 – FirstBank UK Risk Disclosure Document (important risk warnings you should read before investing).
- Schedule 4 – FirstBank UK Order Execution Policy (how orders are handled and the approach to best execution and monitoring).
25. Definitions
| Term | What it means |
| Agreement | The overall agreement between you and us for these services, as described in Part A (it includes these Terms, the Initial Agreement Document, any additional terms (including the Account Terms) and the application form(s) you signed). |
| Applicable Law | All laws, regulations, rules and guidance that apply to the services we provide, including FCA requirements. |
| Authorised Person | Someone you have formally told us is allowed to give instructions on your behalf. |
| Business day | A day when banks are normally open for business in the England and Wales – usually Monday to Friday, not weekends or England and Wales bank holidays. We use this to work out payment times, interest and notice periods. |
| Client Investment Profiler Form | The fact find document setting out your financial circumstances, investment objectives, risk profile, tax status, and other personal circumstances that may be relevant to the services provided to you under these Terms. |
| Conflicts of Interest | Our policy explaining how we identify and manage situations where our interests, or the interests of another client, may conflict with yours. |
| Custodian | The third‑party firm we appoint to hold your money and investments, settle trades and provide custody services. You have a direct relationship with the Custodian under separate custody terms. |
| Custody Account | The account held with the Custodian in which your investments and money are held. |
| Designated Payment Account | Your FirstBank UK bank account that you nominate for paying fees, funding investments or meeting settlement obligations. |
| Effective Date | The date when these Terms start, either the date we confirm we will provide the service, or the date we actually start providing it, whichever is earlier. |
| FCA | The Financial Conduct Authority. The UK regulator responsible for overseeing how we provide Wealth Management services. |
| FOS | The Financial Ombudsman Service. An independent service that may help resolve complaints about financial services where eligible. |
| FSCS | The Financial Services Compensation Scheme. The UK compensation scheme that may protect you if we or the Custodian cannot meet our financial obligations. |
| Initial Agreement Document | A document that explains the service you are receiving and the fees, charges and key information that apply to it. |
| Investment Information | General market or investment information we may share with you (for example, market commentary). This is not personal advice. |
| LEI | A Legal Entity Identifier (required for transaction reporting in certain circumstances for legal entity clients). |
| Margin/Custodian Charges | Any charges applied by the Custodian (for example, custody fees, transaction charges or FX margins) that you are responsible for paying. |
| Nominee | A company name used by the Custodian to hold investments on your behalf. You remain the beneficial owner. |
| Order | An instruction to buy or sell an investment, given by you or an Authorised Person. |
| Order Execution Policy | Our policy on placing/transmitting orders on behalf of clients (summarised at Schedule 4). |
| Platform Provider | Where relevant, the third‑party technology provider used by the Custodian to support custody and dealing services. |
| Retail Client | The regulatory category we typically assign to you, which provides the highest level of FCA protection. |
| Risk Disclosure Statement | The document explaining key risks associated with investing. It forms part of these Terms, and you must read it before investing. |
| Service | Any advisory or execution‑only Wealth Management service we provide under these Terms. |
| Suitability Report | A written explanation we provide when giving advisory recommendations, setting out why an investment is suitable for you. |
| Terms | These Wealth Management General Terms and Conditions, including the Schedules. |
| Third-Party Provider | A regulated external firm we use to help deliver parts of the service (for example, the Custodian or platform provider). |
| We, Us, Our | FirstBank UK Limited |
| You, Your | The client(s) receiving the service (or your authorised representative). |
Schedule 1 - FirstBank UK fee structure for investment services
1. What fees can apply?
This Schedule sets out the fees and charges that may apply when we provide:
- Advisory services; and/or
- Execution-only services.
Fees are in addition to your investment amount. Some fees are charged by us, and some are charged by the Custodian/platform provider.
2. Investment Portfolio Fees
This section explains the portfolio fees that may apply to advisory and execution-only services.
2.1 Advisory services – initial fees
We charge a one off upfront advisory fee of 1.5% of the amount of the investment.
2.2 Execution-only – arrangement/processing fees
For execution-only services, there is an arrangement fee based on the investment size:
| Investment amount | Arrangement fee |
| $200k to $999k | 1.00% |
| ≥ $1m and < $4.999m | 0.5% |
| ≥ $5m | 0.3% |
Example — Execution-only (processing fee) on a USD 500,000 investment
- Investment amount: $500,000
- Processing fee band: 1.00% (for < $1m)
- Calculation: $500,000 × 1.00% = $5,000
- Execution-only processing fee payable: $5,000
3. Ongoing custody fee
The Custodian/platform provider charges an annual custody fee of 0.15% per annum (of which VAT of 0.2% is calculated on 0.03% of the asset value) payable monthly in arrears.
4. Ongoing fee
There will be a fee for ongoing advice of 0.35% per annum payable monthly in arrears.
5. Transfers and standard banking charges
- Inward transfer of assets: 0.25% of asset value.
- Bank withdrawal/transfer charge: £20 CHAPS (where applicable).
6. Securities-backed lending (if offered/used)
Where securities-backed lending is arranged, the following may apply:
- Lending rate: 12-month SOFR + margin
- Arrangement fee: 0.5% to 1%
- LTV: 65%
7. Additional transactions / changes
Additional transactions relating to new or existing investments may be subject to additional charges. If so, we will tell you the applicable charge and seek your agreement before proceeding.
8. VAT and other taxes
Our fees are exclusive of VAT (or similar taxes) where applicable and these are payable in addition.
9. How fees are paid
Fees are payable on demand. You authorise us to deduct our fees and charges from your FirstBank UK account. If there are insufficient funds, we may invoice you and payment will be due within 30 calendar days.
You also authorise us to instruct the Custodian/platform provider to deduct its charges from your custody account and/or transfer cash or investments to meet settlement or other obligations.
Know what fees apply before you invest.
Schedule 1 explains all the fees and charges for our advisory and execution‑only services, as well as the Custodian’s charges. These include upfront fees, ongoing custody fees, and any costs linked to transactions or transfers.
We will always tell you the fees that apply before we proceed, and we only deduct charges from the account you’ve authorised for this purpose.
Schedule 2 - Custody and client money terms (Custodian/platform)
1. Who provides custody and settlement?
We have signed an agreement (“Contract”) with Third Platform Services Limited (“Third Platform Services”) for ourselves and for each of our clients. Under this Contract, Third Platform Services provides clearing, settlement, safe custody, and related services for any clients who are covered by these Terms. Third Platform Services may also provide additional services, such as investment dealing services, if we agree this with them in the future.
Third Platform Services (company number 09588254) has its registered office at Birchin Court, 20 Birchin Lane, London, EC3V 9DU. Third Platform Services is authorised and regulated by the FCA (register number 717915).
This Schedule sets out, or summarises, the current terms and conditions of Third Platform Services and the main terms of the Contract that apply to you.
2. What you authorise us (and the Custodian) to do
Third Platform Services will normally accept instructions concerning your custody account(s) from us and not directly from you (unless a separate specific agreement is entered into). You should direct enquiries regarding your account(s) to us and not to Third Platform Services. You authorise and request:
- us to enter into custody arrangements on your behalf as your agent, and to be bound by the custody terms applicable to you;
- us to give instructions and provide information about you to the Custodian, and for the Custodian to rely on that information; and
- the Custodian to hold cash and investments for you and to transfer cash/investments from your custody account to meet settlement or other obligations due to the Custodian.
3. Client categorisation and capacity
Unless otherwise notified, the Custodian will generally adopt the same client categorisation in relation to you as we apply and rely on information we provide.
4. Settlement of transactions
All transactions will be settled in accordance with:
- market/venue rules and related clearing/settlement systems; and
- the terms of any relevant agent/custodian/sub-custodian used for settlement (including any right of reversal that may apply under market rules).
5. How your investments are held (custody / nominee / pooling)
5.1 Registration and pooling
Your investments may be registered:
- in an account designated with your name (where requested); or
- in the name of a nominee (including the Custodian’s nominee).
Investments held in custody may be pooled with other clients’ investments in line with applicable custody rules, meaning individual entitlements may not be separately identifiable by certificate or issuer-register entry.
5.2 Shortfall risk
If there is an irreconcilable shortfall following a default by a custodian or other third party holding/delivering investments, you may share in the shortfall pro rata and may not receive your full entitlement.
5.3 Overseas custody
Where investments are held overseas, different settlement, legal and regulatory regimes and different practices for identifying client assets may apply.
5.4 Sub-custodians and agents
The Custodian may appoint agents, nominees and sub-custodians (in the UK or overseas) and will exercise reasonable care in selection and (where required) undertake risk assessment consistent with applicable custody expectations. In the absence of fraud or willful default, the Custodian may limit responsibility for defaults of certain third parties involved in the custody chain.
6. Income and corporate actions
The Custodian will generally:
- receive/claim dividends and interest payments and credit them to your account net of withholding taxes/deductions where applicable; and
- process corporate actions where reasonably practicable, provided instructions are received within the timeframe the Custodian specifies.
If entitlements relate to pooled holdings, allocation will be made on a pro rata basis where reasonably possible or otherwise adjusted to achieve fair treatment across participants.
Your custody account runs through us, but the Custodian acts on your behalf.
Schedule 2 explains how we set up your custody arrangements and give instructions to the Custodian for you. The Custodian handles settlement, income, and corporate actions, while you continue to own the assets held in your custody account.
If you have a question about your custody account, you contact us, not the Custodian, and we will speak to them on your behalf.
7. Client money (cash) held by the Custodian
7.1 Omnibus client money accounts
Money received and held by the Custodian for clients is held under applicable client money rules, typically in an omnibus client money account with an approved bank (unless an individual client account arrangement is used).
7.2 Shortfall risk (client money)
If there is an irreconcilable shortfall following a default of an approved bank or other third-party holding money (e.g., settlement system), you may share in the shortfall pro rata and may not receive your full entitlement.
7.3 Client money held outside the UK
Client money may be held with an approved bank outside the UK, where different legal/regulatory regimes may apply and money may be treated differently on bank default.
7.4 Interest and unclaimed balances
The Custodian may pay interest on client money at a rate it specifies and credit it at intervals (for example, not less than once every six months). Unclaimed balances may stop being treated as client money after six years where reasonable tracing steps have been taken, subject to making good any later valid claim.
8. Statements and information
We may provide you with statements of investments and money held by the Custodian based on information supplied by the Custodian. The Custodian is responsible for the accuracy/completeness of that information and delivery to us for statement preparation.
9. Lien / retention right
The Custodian may retain cash/investments/other assets held for you to meet obligations due to it (for example, charges or settlement obligations).
10. Complaints and compensation (Custodian)
The Custodian may operate its own complaints process and may be covered by the FSCS depending on the business and your circumstances.
11. Changes to custody terms
The Custodian may amend its custody terms from time to time and may notify us of changes. We are not able to influence such amendments.
12. Governing law and jurisdiction
This Schedule is governed by English law, and disputes may be subject to the courts of England (as specified by the Custodian’s terms).
Schedule 3 - FirstBank UK Risk Disclosure
1. Why you should read this
This Schedule explains general investment risks and risks that may apply to the services we provide. It is not a full explanation of all risks or how they apply to your personal circumstances. You should assess each investment on its own terms and ask us if you want an explanation.
2. General investment risks
When investing, please note:
- Past performance is not a reliable indicator of future results.
- The value of investments (and any income) can go down as well as up and is not guaranteed.
- You may get back less than you invest, and in some cases, you may lose your entire investment.
- Prices can fluctuate significantly due to market conditions, interest rates, capital values and (where applicable) foreign exchange movements.
3. Advisory vs execution-only risks
3.1 Restricted advice
Our advisory service is offered across a limited range of markets/providers (restricted advice), which may mean you do not access the full range available in the market.
3.2 Execution-only – important
For execution-only services:
- we trade in non-complex instruments and do not provide advice or assess merits/suitability and
- you will not benefit from FCA protections that apply when a firm assesses /appropriateness.
4. Liquidity and saleability risks
Some investments may not be readily realisable (restricted markets), and it may be difficult to sell at a reasonable price, or at all, or to obtain reliable valuation information. Trading may also be suspended/restricted during rapid price movements.
5. Counterparty and insolvency risks
If a counterparty, intermediary, custodian, product provider or issuer becomes insolvent, positions may be closed out and investments or money may not be returned to you in full, including where assets are pooled.
6. Foreign markets and foreign exchange risks
Foreign currency investments and foreign markets can involve additional risks, including:
- different legal/regulatory/settlement regimes; and
- the impact of exchange rate fluctuations on value, price or income.
7. Systemic and market disruption risks
Systemic risk can arise from global/regional downturns or institutional failures and may cause volatility, loss of confidence and market disruption. These events can be unpredictable and difficult to mitigate.
8. Tax and legal risk
We do not provide tax or legal advice. Tax rules and rates can change, and investing may affect your tax position. You should take independent advice where appropriate.
All investments carry risk, and it’s important you understand them before you invest.
Schedule 3 gives you a clear overview of the main risks you should be aware of, including market changes, price movements, liquidity issues, and the impact of foreign exchange. These risks mean your investments may go down as well as up, and you could get back less than you put in.
This schedule helps you understand the types of risk involved, so you can make informed decisions that match your goals and comfort level.
Schedule 4 - FirstBank UK Order Execution Policy (summary)
1. What this policy is for
When we receive and transmit orders, we are required to take all sufficient steps to obtain the best possible result for clients (best execution), and to provide information about how we do this.
2. Scope
This policy applies to eligible client orders in financial instruments within our investment offering that we receive, transmit, place or execute through our Custodians/administrators on behalf of clients.
3. What best execution means in practice
We consider the following execution factors when seeking the best possible result:
- price
- costs
- speed
- likelihood of execution and settlement
- size
- nature of the order
- any other factor relevant to execution.
The relative importance of these factors depends on:
- client categorisation;
- the client order;
- the nature of the financial instrument; and
- the execution venues available.
4. Specific instructions
If you give us a specific instruction (for example, a limit price), we will follow it. This can prevent us from taking steps we would otherwise take to obtain the best possible result for aspects covered by that instruction.
5. Execution venues we may use
Depending on the instrument and market, we may use venues including:
- Regulated Markets
- Multilateral Trading Facilities (MTFs)
- Systematic Internalisers
- Organised Trading Facilities (OTFs)
- other market makers, brokers or liquidity providers (including non-UK/non-EU equivalents).
6. Order handling and allocation
We may rely on market makers/brokers/custodians/administrators to execute orders. We remain accountable for ensuring orders are transmitted/executed as requested and we seek best outcomes on relevant factors (including speed and price). Where an order cannot be filled, we determine an approach intended to achieve the best possible outcome in the circumstances.
7. Monitoring and review
We monitor and review execution quality on an ongoing basis, including whether Custodians/administrators/brokers/market makers continue to deliver best outcomes on a consistent basis.
8. Governance and escalation
This policy is owned by Wealth Management/Private Banking and reviewed with Compliance input, with escalation routes for breaches through relevant senior stakeholders and governance.
How we handle your investment orders, and what “best execution” means.
Schedule 4 explains how we place your investment orders and the steps we take to get you the best possible result. This includes the price you receive, the speed of execution, and how likely it is that your order will be completed.
If you give us a specific instruction, such as a set price, we will follow it, but this may limit how we can optimise other factors. This schedule helps you understand how your orders move through the market and what to expect when you ask us to buy or sell an investment.