This document seeks to define the basis on which Gibson Lamb & Co LLP (“we”) will provide you with financial advice and assist you to enter into transactions in financial products and upon taking effect constitutes a legal agreement between you and us. The law favours written agreements. It is therefore important for you to read it carefully to make sure that it does not contain anything you do not agree with or do not understand.

We are independent financial advisers. We will act on your behalf in advising you on life assurance, pensions or specified investment products and assisting you to enter into transactions in those products. The scope of our advice includes the whole of the market for investments of this sort. Because we are independent we can advise you on the products of different companies. These terms of business shall be effective if having received them you ask us to provide you with financial advice or to assist you to enter into transactions in financial products. They must be read in conjunction with any other literature we give you, including Key Features Documents prepared by product providers, which contain important information and/or terms and conditions of the relevant contracts.

Unless we advise you differently, we will categorise you as a retail client, which affords you the highest level of consumer protection. If this categorisation is inappropriate, we will advise you accordingly and agree with you the appropriate categorisation, prior to the provision of any services. You have the right to request a different categorisation but that could result in you forfeiting some consumer protections.

In certain circumstances we may have to ask you for sight of personal documents such as your passport, utility bill, driving licence etc, or equivalent commercial documents for corporate clients. Where this is the case, we will not be able to process any transaction on your behalf until such time as we have seen the relevant documents.

Any advice or recommendation we give you is based on information you have supplied to us, together with our understanding of market conditions and the statutory regime governing the relevant transaction(s). Our advice or recommendation will cease to be valid if the information you have supplied to us is no longer accurate or there has been a change in market conditions, the statutory regime governing the relevant transaction(s) or other circumstances which require us to revisit the advice or recommendation. Our liability to you is also limited to those transactions which we have either recommended to you or on which we have advised you and which you have instructed us to arrange on your behalf. When we have arranged any investments for which you have given instructions, we will not be under any obligation to give you further advice. However, we will be pleased to provide advice at any time on request.

We shall only be obliged to act on your written instructions but shall be entitled in our sole discretion to act on your oral instructions.

You will advise us in writing of any individuals authorised to instruct us on your behalf and provide us with specimen copies of their signatures. We may, without further enquiry, accept and act on the instructions of any person who is, or in good faith is believed to be, authorised to give such instructions. We may refuse to act on your instructions if we have a reasonable doubt as to their authenticity or if acting on them would be a breach of any law, market practice or rules and regulations of any regulator.

We do not hold clients' money. We do not accept cheques made payable to us unless they are in settlement of charges for which we have sent you an invoice. We shall account to you for transactions effected on your behalf either by means of a confirmation of transaction or by providing documents of title or certificates evidencing title. Where we arrange a transaction on your behalf we will provide you with a transaction note confirming the execution of the transaction and setting out the essential information about it except where you will receive that information from another person.

We do not act as a custodian for clients’ assets. We will forward all documents of title in respect of investments to you as soon as practicable after we receive them. We shall send them by post to your last known address and at your own risk. We will not normally use the Recorded Delivery service. Where a number of documents relating to a series of transactions are involved we will normally hold the documents until the series is complete, when we will forward them to you. Investments will be registered in your own name unless otherwise agreed in writing.

We keep records of our investment business transactions for at least six years after ceasing to act for any client. You may inspect confirmation of transactions, vouchers and entries in our books or computerised records which relate solely to your investments. As we treat all clients’ records as confidential, we reserve the right to give you copies of the relevant records if an inspection of them would prejudice our duty of confidentiality to other clients.

Unless you advise us to the contrary we will assume that you agree to us telephoning or visiting you without express invitation in connection with your investments. If in the course of such a communication we recommend a financial product, such a product will be a generally marketable packaged product as referred to in the FSA Rules.

We will hold and process any personal information you may provide to us, including sensitive personal data, e.g. health data, for the purpose of arranging and administering any financial planning products you purchase through us. We may therefore transfer your information to third parties as necessary to provide you with that service. You also authorise us to obtain information about you from third parties with whom we arrange transactions on your behalf as reasonably required for providing the services contemplated by and otherwise operating the relationship established by these terms and conditions. Otherwise we will not disclose confidential information about you to any third party except with your consent or where we are under a legal or regulatory obligation to do so, or where the law allows us in certain restricted circumstances to make such disclosure.

We will not be liable for any partial or total non-performance of our obligations under this letter arising from strikes, interruptions of power supplies, machinery failures or other causes beyond our control. We will only be liable for loss to the extent it arises from our negligence, fraud or wilful default. However nothing in this letter shall exclude or restrict any obligations which we have to you under the various Regulatory and legal frameworks associated with Financial Services.

Information about our complaint handling procedures is available on request.

We may at any time vary these terms and conditions by giving 30 days’ written notice. We will only make amendments for good reason such as changes to the legal or regulatory rules that apply in providing our services to you, changes in market conditions and changes in the cost of providing services. We will give you notice by sending you a written notice by post or email. However, we may make a change upon notice if we reasonably consider it is necessary to comply with applicable legal or regulatory requirements or if we reasonably believe that it does not involve a material amendment, but will enable Gibson Lamb to improve its service to you.

The relationship established under these terms and conditions may be terminated at any time without penalty, and without prejudice to the completion of transactions already initiated on your behalf, by either party giving immediate notice in writing to the other.

We are authorised and regulated by the Financial Services Authority, whose address is: 25 The North Colonnade, Canary Wharf, London, E14 5HS, United Kingdom.

Where a fee has been agreed in respect of advice or a transaction the invoice shall be settled in full within 30 days of the date of the invoice. At the discretion of the LLP interest can be added to at a rate of 10% per annum (calculated daily), on all amounts outstanding from the date of the invoice.. In addition at the discretion of the LLP a late payment processing fee of £10 will be added.

The phrase ‘Partner’ denotes a member of the Limited Liability Partnership, Gibson Lamb & Co LLP.

Version 5: issued : 31st December 2011