Terms and conditions

Introduction
Fees
Agreeing to your Custodian Terms and Conditions
Sending And Transferring Funds To Us
Client Protection And Complaints
Who Regulates Us?
Anti-Corruption, Prohibited Acts And Anti-Tax Evasion
Changing Or Replacing These Terms
What Are Your Obligations?
What Are The Specific Risks Of The Products You Are Investing In?
Conflict Of Interests
Anti-Money Laundering
Data Protection
How Will We Communicate?
Communication By Someone Not Signed Up To These Terms
When May We Not Act On Your Instructions?
Our Liability
Cancellation Rights
Termination
Other Information?
Terms For The Stocks And Shares Isa
Terms For The Stocks And Shares Jisa
Closing Comment
Contact Us
Consent
Execution-Only Service
Custody Service
Contributions into an account

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1. Introduction

1.1 This agreement, including its Annex, constitutes our client agreement terms and conditions (“Terms”) for investing with us. It is important you read these Terms carefully before making any investments or opening an account with us (a “Prosper account”), because we will rely on them in all our dealings with you because we will rely on them in all our interactions with you and they apply to all products you open with us and any Services (as set out below) that we provide you.

1.2 Our Terms and any Personal Investment Report you receive can be found in the settings section accessible in the mobile application. However, you should also print off a hard copy, and then keep it safe for future reference.

1.3 If you hold or are considering holding a Stocks and Shares ISA with us please note the terms for a Stocks and Shares ISA as set out in Clause 20 in addition to these Terms. To the extent that there is a conflict between these Terms and Clause 20, Clause 20 will take priority over these Terms.

1.4 If you hold or are considering holding a Stocks and Shares JISA with us please note the terms for a Stocks and Shares JISA as set out in Clause 21 in addition to these Terms, except for those provisions expressly applicable to Stocks and Shares ISA. To the extent that there is a conflict between these Terms and Clause 21, Clause 21 will take priority over these Terms.

1.5 We provide the following services:
1.5.1 Guidance to assist you when selecting the right account type for you
1.5.2 Execution-Only Service
1.5.3 Arranging, through our third-party service provider, execution and custody services (together, the “Services”).
1.5.4 Gifting by family and friends to a Junior ISA account established by a parent or legal guardian.

1.6 We offer a full range of services to UK residents and may be able to offer limited services where you are resident outside the UK. You must let us know if you are not, or cease to be, resident in the UK or the EEA and/or become a resident in the USA. We may not be able to offer some or all of our services to you if you cease to be resident in the UK.

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1.7 We shall treat the address which you provide us when signing up for our Services as your permanent residential address for Tax residency purposes.

1.8 Our Services are intended for UK residents over 18 years of age. No information provided or service we offer should be taken as an offer or solicitation to conduct investment business in any jurisdiction other than the UK.

1.9 “We”, “us”, “our” or “Prosper” in these Terms refer to Prosper Limited and its employees. “Client”, “you” and “your” refer to any person operating or intending to operate an account with us.

1.10 In these Terms, unless the context otherwise requires: references to Clauses, Sub-clauses and Schedules are to Clauses, Sub-clauses of, and Schedules to, these Terms; the singular includes the plural and vice versa; “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to any directive, statute, statutory instrument or regulations shall be references to such directive, statute, statutory instrument or regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force and any reference to the FCA and rules made by it shall, apart from in this Clause, include its successor as regulator and rules made by the successor as regulator in substitution for those rules. References to any rules by number will include references to the corresponding rules (if any) made by the successor.

1.10 In these Terms references to any law, statute or statutory provision will include any subordinate legislation made under any of them and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time. For the avoidance of doubt, any such references include references to the preservation, continuation of effect, conversion or incorporation of any of them into the law of England and Wales, Scotland and Northern Ireland, whether by the European Union (Withdrawal) Act 2018 or any other legislation relating to the withdrawal of the UK from the EU.

1.12 Headings are for convenience only and have no bearing on the interpretation of these Terms.
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2. Fees

2.1 We charge a management fee of 0.5% per annum (including VAT where applicable) of your total assets under management invested with us.

2.2 We do not charge for linking external accounts to Prosper, sending us or withdrawing money, transferring or closing your Prosperaccount, or any other features within the Prosper app.

2.3 Please note that other taxes, costs and charges may also apply, which are not charged by or through us. These include but are not limited to fund charges, taken directly from the fund provider.

2.4 Whilst we quote the fee as ‘annual’ it is taken monthly in arrears directly from your assets under management. Fees will be debited in the first week of each month. If you add or withdraw funds partway through a month, you will only be charged for the time it was invested with us during that month. An itemised breakdown of our costs and charges is available on request and the value of the exact fees we take can be seen in the Activity section within the app.

2.5 Our fees are based on our current understanding of the VAT treatment of the fees. In the event of any change in the VAT treatment of the fees, we reserve the right to agree with you a change in the fee basis to reflect the revised circumstances.

3. Agreeing to your Custodian Terms and Conditions

3.1 When you open a Prosper Account, you not only agree to our Terms and Conditions laid out by us, but you also agree to the Terms and Conditions set out by Wealthkernel who act as your custodian and provide trading and settlement services to you. They are regulated by the Financial Conduct Authority (FCA). Their reference number is 723719 and you can use that to find them on the FCA register. WealthKernel is registered in England and Wales (No. 09686970). By opening an account with Prosper you will automatically become a customer of Wealthkernel. Wealthkernel’s Terms and Conditions are set out below:

Wealthkernel Retail Client Terms and Conditions, click here.
Wealthkernel ISA Manager Terms and Conditions, click here.
Wealthkernel JISA Manager Terms and Conditions, click here.

4. Sending And Transferring Funds To Us

4.1 We only accept funds from a UK bank account in your name (your “Account”). Unless we agree specifically in writing otherwise, all transfers into and out of your account will be in cash and payments by you will be by debit card, direct debit, bank transfer to us, or through the open banking integration between our App and your banking app or website. When you make a payment via open banking, your payment will be processed by True Layer.

WealthKernel Limited is your custodian. This means they are responsible for holding your cash and investments safely. They hold your cash and investments separately from their own (ring-fenced) in accordance with the FCA’s client asset rules. Their custodian terms can be found in here. Please see Section II of this document for the terms governing their service to you as custodian (“Custodian”).

5. Client Protection And Complaints

5.1 We are committed to providing you with a first-class service. If anything does go wrong, we aim to put it right quickly and efficiently. If we cannot resolve a problem immediately, we will contact you to tell you what we are doing about it. If you wish to complain about any aspect of our service, please contact us by emailing contact@withprosper.com and we will provide you with a summary of our complaints process and procedures.

5.2 If we do not deal with your complaint to your satisfaction, you can refer it to the Financial Ombudsman Service. This does not prevent you from taking legal proceedings. The Financial Ombudsman Service’s contact details are

Financial Ombudsman Service
Exchange Tower
London E14 9SR
Tel: 0800 023 4567
Email: complaint.info@financial-ombudsman.org.uk, www.financial-ombudsman.org.uk

5.3 We will treat you as a retail client. This means that you will have the highest level of protection under the rules made by the Financial Conduct Authority (the “FCA Rules”). You will also have the right to take any complaint which you cannot settle with us to the Financial Ombudsman Service. You may at any time ask us to re-categorise you as a professional client or an eligible counterparty, but it is not our general policy to re-categorise retail clients and we can reject your request. When we refer to the FCA and the FCA Rules we also mean any regulator which may replace the FCA and the rules it may make to regulate our business.

5.4 We are covered by the Financial Services Compensation Scheme (“FSCS”). This means you may be entitled to compensation from the scheme if we cannot meet our obligations. The level of compensation depends on the type of business and the circumstances of your claim, and you are covered up to a maximum of £85,000 per person.

5.5 Further details of the Financial Services Compensation Scheme are available from www.fscs.org.uk

6. Who Regulates Us?

6.1 We’re Prosper. Prosper is a trading name of GetProsper Ltd, applying to be an Appointed Representative of WealthKernel Limited (FCA ref no. 723719), which is authorised and regulated by the Financial Conduct Authority.

6.2 GetProsper Ltd is registered in England and Wales, no.14992849, with a registered office at 124-128 City Road, London, EC1V 2NX.

6.3 We will provide all required information to regulators and operators of trading venues to satisfy our reporting obligations.

7. Anti-Corruption, Prohibited Acts And Anti-Tax Evasion

DEFINTION

7.1 The following definitions shall have the meaning as set out below for this Clause 6.

7.2 “Adequate Procedures” means in respect of any person, adequate procedures designed to prevent persons associated with it from undertaking conduct causing it to be guilty of an offence under section 7 of the Bribery Act and complying with the guidance published under section 9 of the Bribery Act.

7.3 “Anti-Bribery Laws” means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws (including without limitation any common law, judgement, demand, order or decision of any court, regulator or tribunal) applicable in the United Kingdom which relate to anti-bribery and/or anti-corruption including without limitation the Bribery Act.

7.4 “Authority” means any government instrumentality or agency or any government-funded entity (including any multilateral development bank) or any subdivision thereof that is wholly or partially responsible or empowered to review, consider, analyse or investigate any person’s activity, and/or regulate, sanction and/or prosecute any person for compliance or non-compliance with law, regulation or best

7.5 “Bribery Act” means the Bribery Act 2010.

7.6 “Prohibited Act” means:
7.6.1 directly or indirectly offering, promising or giving any person working for or engaged by us financial or other advantage to:
7.6.1.1 induce that person to perform improperly a relevant function or activity; or
7.6.1.2 reward that person for improper performance of a relevant function or activity;
7.6.2 directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms; or
7.6.3 committing any offence:-
7.6.3.1 under Anti-Bribery Laws;
7.6.3.2 under legislation creating offences concerning fraudulent acts;
7.6.3.3 at common law concerning fraudulent acts relating to these Terms or any other contract with us; or
7.6.4 defrauding, attempting to defraud or conspiring to defraud us.

7.7 “Regulations” means the Act, the AIFM Regulations, the Level 2 Regulations, the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 and the applicable rules and principles contained in the FCA Rules.

7.8 “Eligible child” an individual who, at the time the application for a JISA is made:

is are under age 18
was born on or after 3 Jan 2011 or does not have a Child Trust Fund (CTF) account
is a UK resident, or is a UK Crown servant, married to or in a civil partnership with a Crown servant, or a dependent of a Crown servant
does not have another JISA which is a Stocks and Shares ISA;
is under the age of 18 and is the beneficial owner of a CTF.

7.9 “Tax Evasion Offences” includes:
7.9.1 any offence of cheating the UK or a foreign public revenue;
7.9.2 any offence under the law of any part of the United Kingdom consisting of being knowingly concerned in, or in taking steps with a view to the fraudulent evasion of tax or in the facilitation of the evasion of tax; and
7.9.3 any other equivalent offences under the laws of other jurisdictions.

7.10 Words and expressions given a particular meaning in the Regulations (in their latest version from time to time, and including any waivers or dispensations given, except as expressly set out herein) shall have such meanings in these Terms (unless it expressly states otherwise).

ANTI-CORRUPTION AND PROHIBITED ACTS

7.11 Each party will, and will take reasonable steps to ensure that its agents and delegates will:
7.11.1 not do or omit to do any act or thing which constitutes or may constitute a Prohibited Act;
7.11.2 without prejudice to Clause 6.10.1 not do or omit to do any act or thing which causes or may cause the other party to be guilty of an offence under section 7 of the Bribery Act (or would or may do so if the other party was unable to prove that it had in place Adequate Procedures designed to prevent persons associated with it from undertaking such conduct);
7.11.3 have, and comply with, Adequate Procedures;
7.11.4 from time to time, at the reasonable request of the other party, confirm in writing that it has complied with its undertakings under Clauses 6.10.1 to 6.10.3 inclusive) and will provide information reasonably requested by the other party in support of such compliance; and
7.11.5 promptly give written notice to the other party upon a breach, or suspected breach, of any of its obligations under Clauses 6.10 to 6.12.

7.12 If we or to our actual knowledge, acting reasonably, anyone acting on our behalf commits any Prohibited Act in relation to these Terms or any other contract with you or in relation to any matter or activity pertaining to any public body in the United Kingdom, we shall promptly inform you of the occurrence of such Prohibited Act and render all such assistance to you as you may reasonably require in investigating such acts.

7.13 You agree and confirm that our Chief Operating Officer, Information Officer and Compliance Officer are authorised as persons to whom you may make a qualifying disclosure under the Public Interest Disclosure Act 1998 and declare that any of our representatives and employees making a protected disclosure (as defined by that Act) shall not for that reason be subjected to any detriment or disadvantage.

ANTI-TAX EVASION

7.14 We will, and will use all reasonable endeavours to procure that our officers, employees, agents, sub-contractors and any other persons who perform services for or on our behalf will:
7.14.1 not do or omit to do any act or thing which constitutes or may constitute a Tax Evasion Offence;
7.14.2 not do or omit to do any act or thing which causes or may cause us or you to commit a Tax Evasion Offence;
7.14.3 without prejudice to Clause 6.13.1 and 6.13.2, not do or omit to do any act or thing which may cause us to compromise the reasonableness of the prevention procedures we have in place to prevent tax evasion or the facilitation of tax evasion; and/or
7.14.4 provide you (at our cost) with such assistance or any information as you may require from time to time to enable you to:
7.14.4.1 perform any activity or provide any information required by any relevant Authority in any relevant jurisdiction for the purpose of compliance with any proceeds of crime, anti-money laundering, prevention of tax evasion or prevention of facilitation of tax evasion law, guidance, investigation and/or Authority or court direction, or
7.14.4.2 self-disclose any conduct to or to co-operate with any Authority in its sole discretion acting reasonably.

7.15 We warrant to you that we have not, and that to our knowledge our officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of us in connection with these Terms have not:
7.15.1 been convicted in any jurisdiction of any Tax Evasion Offence or been the subject of any agreement (including without limitation any deferred prosecution agreement or similar arrangement) with any Authority concerning any such offence or alleged offence;
7.15.2 done or omitted to do any act or thing which caused or may cause any person to commit a Tax Evasion Offence (or would or may do so if the relevant person was unable to prove that it had in place prevention procedures that were reasonable in all circumstances to expect the person to have in place); and/or
7.15.3 been, and are not, the subject of any investigation, enquiry or enforcement proceedings by any Authority regarding any Tax Evasion Offence.
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7.16 We will promptly give written notice to you:
7.16.1 upon a breach, or suspected breach, of any of our obligations at Clause 6.13 occurring;
7.16.2 upon becoming aware of a breach of any of our warranties at Clause 6.14; and
7.16.3 upon becoming aware of any event or circumstance which would cause us to be unable to repeat any of the warranties at Clause 6.14 at any time.

7.17 You may terminate our Services immediately by giving written notice to that effect to us if we are in breach of any of our obligations under Clause 6.13 or of any of our warranties under Clause 6.14 or if you have reasonable cause to believe that we have facilitated a Tax Evasion Offence.

7.18 You will be entitled, by giving written notice to that effect to us, to require us to remove from the performance of our Services any of our officers, employees, agents, sub-contractors or any other person who performs services for or on behalf of us in connection with our Services and in respect of whom we are in breach of any of our obligations under Clause 6.13 or any of our warranties under Clause 6.14.

7.19 We will include, in any sub-contract which we enter into in connection with these Terms, clauses materially equivalent to Clause 6.13 to 6.18 and will procure that any such subcontractor entering into a further sub-contract in relation to these Terms will include clauses materially equivalent to Clauses 6.13 to 6.18 in the sub-sub-contract.

8. Changing Or Replacing These Terms

8.1 We may make changes to these Terms for the following reasons:
8.1.1 Changes to relevant law or regulation, or a decision of the Financial Ombudsman Service.
8.1.2 Changes to the way we are taxed (including the requirement to pay any government or regulatory levy), or you and your product are taxed.
8.1.3 Changes required by any regulatory or tax authority or industry guidance or codes of practice.
8.1.4 Changes in the way investment markets work, including changes in investment/securities dealing or administration which may affect your account.
8.1.5 To make the Terms easier to understand and any other changes that are not detrimental to you.
8.1.6 If it becomes impossible or impractical, in our reasonable opinion, to carry out any of the Terms as a result of circumstances beyond our reasonable control.
8.1.7 To reflect changes to our services or the manner in which we provide them to you.
8.1.8 To reflect changes to the level of charges applicable to your account.
8.19 To reflect changes to the range of investments we make available to you from time to time.
8.1.10 To reflect improvements to our online service that technological, service or propositional enhancements have allowed us to make.

8.2 Changes to these Terms which are due to reasons outside our control (e.g. changes in legislation) or are not detrimental to you (e.g. improvements to the service we are able to offer you) will take effect immediately and we will notify you at the next appropriate opportunity. We will not be liable to you for any failure or delay in performing our obligations under the Terms if such failure or delay is due to any cause outside our reasonable control. Events outside our reasonable control include, but are not limited to:
8.2.1 Acts of God, fire, earthquake, storm or flood.
8.2.2 Explosion, nuclear accident or collision.
8.2.3 Sabotage, riot, civil disobedience, strikes, terrorism.
8.2.4 Epidemic, national emergency (whether in law or fact), or act of war.
8.2.5 Any change to the law or regulation of a governmental or regulatory body.
8.2.6 Market conditions affecting the execution or settlement of transactions in respect of your account.
8.2.7 Any targeted network attack or interruption of the internet or other telecommunications service.
8.2.8 Loss of supply of essential services including electrical power and third party services. Any other cause beyond our reasonable control which prevents us administering your account for a given period of time.

8.3 Otherwise, we will write and tell you about any material changes at least 30 calendar days before a change becomes effective and where this is reasonably possible. If it is not, we will write to you at the earliest opportunity after the change has taken place.

9. What Are Your Obligations?

9.1 To the extent relevant to the service we provide, to enable us to provide you with a proper service, we require you to do the following for us:

9.1.1 agree these Terms which govern our relationship;
9.1.2 confirm that you have not supplied us with information which is inaccurate or misleading;
9.1.3 notify us promptly of any change to the information supplied by you to us;
9.1.4 supply us with all information, documentation or copy documentation that we require in order to allow us to carry out our account opening procedures;
9.1.5 provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations;
9.1.6 confirm that the investments and cash within your account portfolio are within your complete ownership and free from all liens, charges and any other encumbrances;
9.1.7 not, except through us, deal, or authorise anyone else to deal in the investments in your account; and
9.1.8 undertake to sign and/or produce, by the time we ask you to, any documents we need to enable us to carry out our duties on your behalf.

10. What Are The Specific Risks Of The Products You Are Investing In?

10.1 It is very important to us that you understand the risks involved when making an investment. In addition to our general description of the relevant risks we set out in our Terms and Personal Investment Report, we set out here the risks of investing in the different types of asset we may select for you:

10.1.1 General risks:
10.1.1.1 Please note that the value of your investments can fall as well as rise and you may not get back the full amount you invested. The price and value of investments may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. Past performance is not necessarily a guide to future performance.

10.1.2 Company equity (also called company shares) has the following specific risks:
10.1.2.1 share prices can go down as well as up – this is particularly so for smaller companies, as the combination of both less shares and less buyers of those shares means the share price can change more rapidly;
10.1.2.2 dividend growth is not guaranteed, nor are companies obliged to pay a dividend to you as an investor;
10.1.2.3 companies may go insolvent rendering the shares you hold valueless;
10.1.2.4 the market for equity may decline in value;
10.1.2.5 the company’s earnings and financial markets generally may be volatile; and
10.1.2.6 for smaller companies, shares may not obtain their full value on sale if there is difficulty finding a buyer for those shares.

10.1.3 Overseas investments:
10.1.3.1 These have the risk that they are priced in a currency other than pound sterling (this being the currency of your initial investment). If the exchange rate between pound sterling and other overseas currency changes, such that the same value of overseas currency is worth less pounds sterling, this will cause your investment to lose value. Also the opposite may happen, in which case there will be an increase in the value of your investment. Please note that the effect of investing overseas is separate to and in addition to the actual investment itself.

10.1.4 Investments in emerging markets:
10.1.4.1 have, in addition to the risks involved in investing overseas, significant political, regulatory and economic risks. These may differ in kind and degree from the risks presented by investments in the world’s major markets. These investments have a greater risk of a sudden fall in value, for example if there is difficulty selling them, or as a result of governmental interference.

10.2 Please note that there may be other risks in addition to those outlined above in relation to your investment, and there may be further risks that arise in the future.

10.3 If any of the risks outlined above are unclear or if you would like to discuss the risks you face in further detail, please let us know by sending an email to contact@withnosso.com.

11. Conflict Of Interests

11.1 We will always endeavour to act in your best interests as our client. However, circumstances can arise where we or one of our other clients may have some form of interest in business being transacted for you. If this happens or we become aware that our interests or those of one of our other clients conflict with your interests, we will write to you and obtain your consent before we carry out your instructions. We will also describe the steps we will take to ensure fair treatment.

11.2 We have a compliance department which is responsible for ensuring that our control structures and procedures are adequate to ensure compliance with all relevant laws, regulations, codes and practices relating to our business activities. We are committed to operating in the best interests of our clients and managing conflicts of interest fairly. Where there is a conflict of interests, we will not knowingly deal or advise unless we have taken reasonable steps to ensure fair treatment for our clients

Minor non-monetary benefits

11.3 As part of providing our service to you, we may receive acceptable minor non-monetary benefits. Minor non-monetary benefits are those which:
11.3.1 are capable of enhancing the quality of service provided to you;
11.3.2 is of a scale and nature that it could not be judged to impair our compliance with our duty to act honestly, fairly and professionally in your best interests;
11.3.3 is reasonable, proportionate and of a scale that is unlikely to influence our behaviour in any way that is detrimental to your interests; and
11.3.4 consists of:
a. information or documentation relating to a financial instrument or an investment service, that is generic in nature or personalised to reflect the circumstances of an individual client;
b. written material from a third party that is commissioned and paid for by a corporate issuer or potential issuer to promote a new issuance by the company, or where the third party firm is contractually engaged and paid by the issuer to produce such material on an ongoing basis, provided that the relationship is clearly disclosed in the material and that the material is made available at the same time to any firms wishing to receive it, or to the general public;
c. participation in conferences, seminars and other training events on the benefits and features of a specific financial instrument or an investment service;
d. hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training events mentioned under Paragraph c;
e. research relating to an financial instruments issued by an issuer, which is:
i. produced:
1. prior to the issue being completed; and
2. by a person that is providing underwriting or placing services to the issuer on that issue; and
ii. made available to prospective investors in the issue; or
f. research that is received so that we may evaluate the research provider’s research service, provided that:
i. it is received during a trial period that lasts no longer than 3 months;
ii. no monetary or non-monetary consideration is due (whether during the trial period, before or after) to the research provider for providing the research during the trial period;
iii. the trial period is not commenced with the research provider within 12 months from the termination of an arrangement for the provision of research (including any previous trial period) with the research provider; and
iv. we make and retain a record of the dates of any trial period accepted under this rule, as well as a record of how the conditions in (i) to (iii) were satisfied for each such trial period.

12. Anti-Money Laundering

12.1 The anti-money laundering regulations require us to verify your identity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you.

This means your personal information will be shared with third parties, ie the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank account information and this will involve us sharing your personal and financial information with the third party. Their services compare your data against: bank account data, electoral roll, UK Companies House (and this includes the bankruptcy and insolvency register and database of disqualified directors), and other publicly available information such as media reports. Please note that we cannot provide our services to you until you have passed our money laundering checks.

13. Data Protection

13.1 All of your personal information and financial information (called personal data) will be processed in accordance with our Privacy policy available at www.prosper.com/privacy-policy.

14. How Will We Communicate?

14.1 We will communicate with you in English by email and / or throughout the App, and reserve the right to call you by telephone. You may communicate with us in English throughout the App or by emailing contact@prosper.com or otherwise in accordance with procedures notified to you by us (including security procedures and use of passwords).

14.2 You accept that we are deemed to have received any communication at the time we access it. You accept that there may be a delay in responding to correspondence received. You also acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient.

14.3 Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known virus or bug, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of our service.

14.4 We will communicate with a third party, who you authorise, at the address(es) you notify us in writing. As long as we act reasonably you authorise us to rely on instructions by whatever means transmitted which appear or purport to be sent by you or a third party authorised by you.

14.5 We may record and monitor conversations we have with you, and we will keep a record of all communications for as long as required by law or we feel appropriate.

15. Communication By Someone Not Signed Up To These Terms

15.1 If you authorise us to accept the instructions of a person not signed up to this agreement we will do so until we receive notice to the contrary from you. The same rules (set out under “How will we communicate”, above) apply to instructions received from this authorised person as they do to instructions received from you and you must ensure that your authorised third party complies with these rules.

16. When May We Not Act On Your Instructions?

16.1 We reserve the right not to act on your instructions if:
16.1.1 to do so may involve us or you in a breach of legal and/or regulatory requirements; or
16.1.2 we believe on reasonable grounds that to do so would be impracticable or against your interests; or
16.1.3 to do so would run the risk of us suffering financial loss
16.1.4 We will endeavour to advise you promptly if such circumstances arise, subject to our obligations under applicable law and regulation.

17. Our Liability

17.1 We are committed to providing you our Services with reasonable skill, care and diligence under these Terms. As long as we do this, we cannot and do not accept any liability for loss (or the loss of an opportunity to gain) which arises from the exercise of our Services for and on your behalf.

17.2 Please note we do not provide, nor do we accept responsibility for, legal, tax or accounting advice. Your tax treatment depends on your individual circumstances and may be subject to change in the future.

17.3 Please note, however, that despite the above we do not limit or exclude our liability for fraud or death or personal injury as a result of our negligence or that of our employees.

18. Cancellation Rights

18.1 We will always honour your statutory rights. After agreeing to invest with us, you are still entitled to cancel your investment for up to 14 calendar days after having opened your account (the “cancellation period”). This is done by sending us a written notice of the cancellation to contact@withnosso.com.

18.2 If you cancel your investment within the cancellation period, we will sell your investments and return the money from any sale to you. We will sell your investments within 2 business days (on which the relevant markets are open) of receiving your cancellation instruction, subject to circumstances beyond our control.

18.3 Please be aware that if the value of your investment(s) has fallen you will not get back the full amount you invested. You will also be liable for any costs we have to pay on your behalf in order to sell the investments.

19. Termination

19.1 You or we may terminate our Services at any time, without penalty. If you wish to terminate the Services, you must notify us in writing by email to contact@withnosso.com, and termination will take effect from the date of receipt.

19.2 ‍Please note that if and when our Services are terminated, unless we agree with you otherwise, we will sell your investments and return the money we receive as a result to you. Subject to circumstances beyond our control, we will sell your investments within 2 business days (on which the relevant markets are open) of receiving your termination notice/our decision to exit you from our system.

19.3 Please note that by terminating a Stocks and Shares ISA, and therefore selling the investments within it, will have the effect of the Stocks and Shares ISA losing its tax-free status. Should you instead wish to transfer a Stocks and Shares ISA please do so in accordance with Clause 20.8 to ensure its tax-free status is maintained.

19.4 ‍Please note that it is not possible to terminate a Junior Stocks and Shares ISA unless under extreme circumstances in accordance with Clause 21.6.

19.5 If the value of your investment(s) has fallen you will not get back the full amount you invested. Also, please be aware that we offer no refunds for payments already made to us.

20. Other Information?

20.1 If you the client are more than one person

Each of you will be jointly responsible for complying with your obligations, and each of you bear full liability for any breach of these obligations. Any notice given to any of you will be deemed to be given to all of you, and we may act on the instructions of any of you.

20.2 If you die

We will suspend taking instructions in relation to your estate. This means that we will continue to manage your account in accordance with any instructions you have given us so far. We also reserve the right to exercise our absolute discretion to make payments to HMRC to help you deal with inheritance tax. Otherwise, we will only take further instructions once we have been presented with a valid grant of representation from a court.

20.3 Assignment is prohibited

You may not assign or transfer any of your rights or responsibilities in relation to your account with us.

20.4 Only parties to this contract may enforce it

Unless and to the extent we agree otherwise in writing, a person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms

20.5 Entire Agreement
20.5.1 These Terms constitute the entire agreement between the parties to it and supersedes any prior agreement or arrangement in respect of its subject matter and:
20.5.2 Neither party has entered into these Terms in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in these Terms;
20.5.3 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into these Terms and which is expressly set out in these Terms will be for breach of contract; and
20.5.4 nothing in this clause will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

21. Terms For The Stocks And Shares Isa and Junior Stocks and Shares ISA

21.1 The Terms for your stocks and shares ISA (“ISA”) and junior stocks and shares ISA (“JISA”) can be found in your ISA and JISA Manager Terms and Conditions
21.1.1 Wealthkernel ISA Manager Terms and Conditions, click here.
21.1.2 Wealthkernel JISA Manager Terms and Conditions, click here.

22. Closing Comment

22.1 These Terms apply to all investments you make with us and provide information about the way in which we provide our service to you. The law of England and Wales governs your account with us and any matters or disputes related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales. Our Terms are in English as will be all communications between us.

22.2 If you have any questions or if something doesn’t make sense please let us know by emailing us at: contact@withnosso.com. Unless we agree otherwise in writing, these Terms apply to all services we provide to you and any associated work.

23. Contact Us

23.1 Please contact us by emailing contact@withprosper.com in case of questions about our processing of personal data, or about these Terms generally.

24. Consent

24.1 It is important to us that you understand and are happy with these Terms and any product and service disclosures you receive. If you have any questions or if something doesn’t make sense please let us know by emailing contact@withnosso.com. Unless we agree otherwise in writing, these Terms and product and service disclosures you receive apply to all services we provide to you and any associated work.
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24.2 If you are happy with our Terms, please can you indicate below that you consent to be bound by these documents, in addition to our terms and conditions. We need this consent before we can provide you with our Services.
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24.3 Please note that by agreeing to these Terms:
24.3.1 You acknowledge that you have read these Terms carefully, and agree that you understand that they apply to all the Services you receive.
24.3.2 You acknowledge that you have read these Terms carefully.
24.3.3 Elect not to receive information on every transaction we execute on your behalf, but rather to receive our reports every 3 months (unless we have agreed otherwise).
24.3.4 You authorise the transfer of information, on a confidential basis, as required under these Terms, between third parties.
24.3.5 Confirm that you have read, understood and agree to our Order Transmission Policy and Wealthkernel’s Execution Policy (https://www.wealthkernel.com/policies), in relation to all transactions Wealthkernel executes on your behalf. Furthermore, you confirm that:
24.3.5.1 If you have orders that may be executed outside a trading venue, we will inform you accordingly and you expressly consent to us proceeding with executing these orders;
24.3.5.2 In relation to client limit orders, confirm that Wealthkernel has your express instruction not to take measures to facilitate the earliest possible execution of any unexecuted orders in a manner that is easily accessible to other market participants; and
24.3.5.3 Wealthkernel may aggregate your order with those of other clients. Whilst Wealthkernel will act fairly, the effect of this aggregation may work to your disadvantage in relation to a particular order.

Section 1 25. Execution-Only Service

25.1.1 We provide you with investment options on a non-advised basis (our “Services”). We do not, therefore check whether the investments you select are suitable or appropriate for you.

25.1.2 You do not, therefore, benefit from the protection of the rules on assessing suitability and appropriateness. You must ensure that any investments you make are suitable and appropriate investments for you.

25.1.3 Neither Nosso nor its employees are qualified to give legal, tax or accounting advice or to prepare any legal, tax or accounting documents. We are not responsible for dealing with any of the above matters when you use our Services.

25.2 Executing transactions and Voting Rights
‍25.2.1 For an explanation of how transactions are executed on your behalf, please see Nosso’s Order Transmission and Execution Policy and Wealthkernel’s Order Execution Policy located on their website: https://www.wealthkernel.com/policies. This sets out how Nosso and Wealthkernel ensure that, when executing transactions on your behalf, all sufficient steps are taken to obtain the best possible result for you on a consistent basis, taking into account relevant factors, including price, cost, speed, the likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of your order.

25.2.2 Further information on how orders are executed and how your instructions are processed by Wealthkernel are set out in Wealthkernel’s Terms and Conditions.

25.2.3 Please see Wealthkernel’s Terms and Conditions for further information on how voting rights are exercised.

25.3 Deposits / New Money / Transfers
25.3.1 A deposit (or similar) to a portfolio will be invested in line with the Execution Only (ExO) Model selected for that portfolio at the next trading point.
25.3.1.1 Drift will not be taken into account as part of that investment.
25.3.1.2 Income cash that has been accumulated will not be taken into account as part of that investment.

25.4 What Needs to be Bought/How Much to Buy
25.4.1 The purchases will be driven by the weights of the ExO Model and the amount of cash deposited.
25.4.2 Trades placed will be value orders (i.e. A Purchase of Fund X for £1,000) and the number of units received will reflect the price on the market at that time.

25.5 Rebalancing
25.5.1 We will not manage your portfolio other than to ensure that the weights of the ExO model are maintained. To achieve this, Wealthkernel will periodically “rebalance” your ExO model, that is, during the first week of each new annual quarter (April, July, October, January), trades will be made to bring the portfolio back in line with the ExO Model. This may involve both sale and purchase trades and may utilise income cash or raise cash for future fees.

25.6 Model change
25.6.1 Following an instruction to change to a different ExO Model, sales and purchases will be placed to realign the holdings with that dictated by the new ExO Model selected.

25.7 Change of asset allocation within model
25.7.1 Following a change of asset allocation within an ExO Model by the Firm, the Investor will be informed by email that their funds will be invested as before unless we receive instructions to invest as per the new model.
25.7.2 For the purpose indicated above and other communications, you are required to supply us with and maintain a valid email address.

25.8 Fees
25.8.1 A mandatory cash weight of 0.5% will be kept to account for future fees.
25.8.2 Fees will be deducted on a monthly basis, prorated to cover the previous month.
25.8.3 If there is not enough cash to cover a fee, assets will be sold down in line with the ExO Model weights regardless of any drift.

25.9 Withdrawal of money
25.9.1 Any withdrawal request constitutes an instruction to us thus, we will not have any discretion as to which funds within the portfolio are sold.
25.9.2 A request for a partial withdrawal will trigger sale trades in line with the ExO Model weights regardless of any drift.
25.9.3 If this is not possible due to excessive drift, we will carry out a rebalance at the same to bring the portfolio back inline with the ExO Model.
25.9.4 A request for a full withdrawal will trigger sales trades of all holdings. The cash will then be paid back to the Investor.

Section 2 26. Gifting Services

26.1 Our Gifting service

26.1.1 Nosso’s Gifting Service provides a simple and secure way for children to receive money straight to their Nosso Junior ISA from friends and family.

26.1.2 Your access and use of our website and app and its related features to Gifting money to a Nosso child are subject to your compliance with these terms.

26.1.3 You may use our Gifting Service to Gift money to a Nosso child who is an authorised user of a Nosso account, established by a Nosso parent or Legal Guardian.

26.1.4 In cases where you Gift money to a Child where the Nosso Junior ISA has not yet been established, your Gift will be held until it is claimed by a Nosso Parent or Legal Guardian who subsequently establishes a Junior ISA. If the Gift has not been claimed within 10 days then the Gifted money will be returned to your account.

26.1.5 The Gifted money you send can only be returned to the original payment method. Under no circumstances will the money be returned to a source which is different to that of the original payment method.

26.1.6 The Nosso parent will need to notify the gifter once the gift has been paid for. Nosso will send a reminder 3 days later to the parent to remind them to claim the gift and open their child’s Junior ISA account. The monetary Gift will be delivered to the child’s Nosso account within 1 working day and the Gift will be invested in accordance with the parent’s chosen investment options for the child.

26.1.7 You will be notified when the Gift has been claimed.

26.1.8 When using our Gifting Service and creating a Nosso Gifting account you agree to our Terms and Conditions and our Privacy Policy.

26.1.9 We charge a £2 fee to send a Gift.

26.2 Our Gifting Link Service

26.2.1 When you receive a Gifting link from a Nosso parent you will be prompted with a secure web page where you will be able to gift money to their child’s Nosso Junior ISA (without the need to download the app and create a Nosso account).

26.2.2 You may Gift money through a Gifting Link from your UK Bank Account, however, Gifts may not be sent from certain countries due to financial and trade sanctions. Please note that we do not accept credit or debit card payments currently.

26.2.3 The Nosso parent will be notified as soon as you Gift money to their child’s Junior ISA account. The monetary Gift will be delivered to the child’s Nosso account within 1 working day and the Gift will be invested in accordance with the parent’s chosen investment options for the child.

26.2.4 You will be notified when the Gift has been received.

26.2.5 When sending a Gift through a Gift Link, you agree to our Terms and Conditions and our Privacy Policy.

26.2.6 We charge a £2 fee to send a Gift.