Save as otherwise set out in these Terms:
1.1 In these Terms, references to “Oval”, “us”, “our” and/or “we” means Oval Money Limited. References to “client”, “you” and/or “your” means any person who opens an Oval Account, or Oval Pay Account, with us.
1.2 In these Terms, reference to an “Oval Account” means the e-wallet we will open for you which will enable you to set aside money to invest through the mobile application (the “APP”) which allows us to provide the Oval Services.
1.3 References to an “Oval Pay Account” refers to the payment account which will enable you to set aside money to invest through the APP which allows us to provide the Oval Services to you, with the addition of a prepaid card linked to the payment account.
1.4 These Terms contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these Terms carefully before accepting them. If there is anything contained in these Terms that you do not understand, please do not hesitate to get in touch with us. You can email us at: firstname.lastname@example.org. A glossary of defined terms used in these Terms is set out in Section 6.
(a) the information we have provided to you via the APP about our services and our fees; and
(b) the Oval Pay Terms for those who open an Oval Pay Account; and
(c) the information you have provided to us via the APP and/or any other permitted means under these Terms in relation to your Oval Account, or Oval Pay Account, constitutes the agreement (“the Oval Agreement”) between you and us in the provision of our services to you.
2.2 We are authorised and regulated by the Financial Conduct Authority (“FCA”), whose address is 12 Endeavour Square, London, E20 1JN. Our FCA registration number is 775672. Our registered address is at 183-185 Bermondsey Street, London, England, SE13UW (Companies House Company Registration no. 9990597).
3.1 The Oval Agreement will be legally binding when you accept these Terms. However, we will only start to provide our services to you after we have notified you that your Oval Account, or Oval Pay Account, with us has been opened and, accordingly, those terms relating to your Oval Account, or Oval Pay Account, will only be applicable after that time. The Oval Agreement has no minimum duration period.
3.2 The Oval Agreement is governed by the laws of England and Wales. If any provision of the Oval Agreement is or becomes invalid or unenforceable, the relevant provision will be treated as if it were not in the Oval Agreement, and the remaining provisions will still be valid and enforceable.
4.1 You may cancel your Oval Account at any time by following the instructions in this link.
5.1 Should you have any complaints in relation to the services provided by us then please notify us by email at: email@example.com. We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the rules of the FCA (the “FCA Rules”) and report the results to you.
5.2 If your complaint is unresolved or not settled to your satisfaction within 8 weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service (“FOS”). The address of the FOS is Exchange Tower, London E14 9SR. You can also telephone the FOS at: 0800 023 4 567, or email the FOS at: firstname.lastname@example.org. You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.
6.1 Oval is not covered by the Financial Services Compensation Scheme (“FSCS”).
7.1 Services provided to you under the Oval Agreement will be on the basis that Oval will treat you as a Retail Client under the FCA Rules. This means that you are entitled to certain protections that are required to be provided to Retail Clients under the FCA Rules and under applicable laws.
8.1 We will provide services (the “Oval Services”) to you in connection with the setup and operation of your Oval Account, or Oval Pay Account, including the following:
8.1.1 the provision of the APP or, in the unlikely event that the APP is not available, such alternative means as we may specify from time to time to allow you to:
18.104.22.168 open your Oval Account, or Oval Pay Account, purchase Platform Products and manage your selected investments;
22.214.171.124 receive your instructions to transact in investments in accordance with the investment selections you have made through your Oval Account, or Oval Pay Account;
8.1.2 the provision of information about your Oval Account, or Oval Pay Account, Platform Product(s) and investments held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account (including the value of your portfolio);
8.1.3 the provision of the Steps Services (as described in more detail below) and other features and services as we may specify from time to time that help you to make decisions and place instructions with or through the APP in relation to your savings;
8.2 We will provide the Oval Services to you in accordance with the Terms of the Oval Agreement, all applicable laws and the FCA Rules.
8.3 We will do our best to ensure the APP and your Oval Account, or Oval Pay Account, is available and up and running for you to use at any time however, this is not something we can guarantee. There may be times where the APP and your Oval Account, or Oval Pay Account, may not be available and where we may not be able to facilitate your investment instructions. There may be interruptions and/or delays to our services. If this happens we will do our best to contact you to let you know what you should do. You can also contact us by email at: email@example.com. Otherwise you can visit status.ovalmoney.com at any time where we share information regarding our downtimes, disruptions, incidents and other such relevant information.
8.4 We may suspend the operation of our services where we consider it necessary, including (but not limited to) where we have to suspend operations for technical problems, emergencies, maintenance, regulatory reasons, where we decide it is sensible for your protection, in periods of exceptional trading activity or to ensure the continued availability of other services. If this happens we will do our best to contact you to let you know what you should do.
9.1 Through your Oval Account, or Oval Pay Account, you are able to self-select and invest in a number of investment products (the Platform Products) that we have arranged to make available to our clients. Please see the FAQs for more information about the Platform Products and how we have selected them. Please note, however, that we do not provide financial advice to our clients and we will never make recommendations based on your personal circumstances. If you are not sure whether the Oval Account, or Oval Pay Account, the Oval Services, or the Platform Products are suitable for you then we recommend that you seek advice from a qualified financial adviser.
9.2 Prior to making any decision to invest you must read the relevant documentation such as the “Key Investor Information Document” or “KIID” relating to the relevant Platform Product. Documents such as the KIID contain important information of which you should be aware. You can access the documents such as the KIID via the APP. You can also refer to the relevant Issuer’s website for relevant documentation.
9.3 We will not provide nor be responsible for providing you with any financial, legal or tax advice.>
10.2 Oval will provide you with secure access your Oval Account, or Oval Pay Account. You must keep your details safe and confidential and notify Oval immediately if you think that someone else may know these details and/or may have unauthorised access to your Account (otherwise in accordance with these terms).
10.3 You must not undertake any action that could compromise the security or effective working of the Oval Services. Any such action will be considered a material breach of these Terms.
10.4 You are responsible for monitoring your Oval Account, or Oval Pay Account, ensuring that you read all messages that have been sent to you (whether through the in-APP secure notification centre, via the email address you have provided to us, or via any other means as agreed between us) and informing us if there is something wrong on your Oval Account, or Oval Pay Account, or you suspect that it has been subject to unauthorised use.
10.5 You may download or print information and documents that we provide to you strictly for personal use provided that you keep intact all copyright and proprietary notices, but you must not otherwise reproduce or distribute any material without our consent.
11.1 The APP is free for you to use. If this changes, we will notify you in advance.
12.1 You may select to receive our Steps Service or any similar service which we may offer from time to time through the APP (our “Steps Services”) to help you make contributions to your Oval Account, or Oval Pay Account, based on your spending. One such Steps Service, called the Round Up Service, involves the provision of information to you about transactions undertaken on your selected bank account(s) and/or debit/credit card account(s) you hold with third party issuers (“Connected Accounts”). In order for us to provide the Round up Service, you will need to give to Salt Edge Inc. and/or any other service provider we may appoint from time to time in connection with the Round up Services (the “Round up Service Provider”) certain authorities and other information in relation to those Connected Accounts which could include passwords and other security information (“Account Credentials”). This enables the Round up Service Provider to access your Connected Accounts on a “view only” basis in order to collect information and data about the transactions on your account (“Account Information”). We and/or the Round up Service Provider will collate the Account Information and make it available to you securely via the APP in order to help you make savings and investment decisions and place instructions with us.
12.2 You should check with the provider(s) of your Connected Accounts about the impact your use of the Round up Services may have on the provision of its services to you. In particular, you should check whether your use of the Round up Services (and, in particular, the disclosure to us and/or the Round up Service Provider of your Account Credentials) could result in you breaching the terms and conditions of your Connected Accounts or otherwise adversely affect or invalidate any claim you may otherwise have against the provider of your Connected Accounts in the event you suffer fraud or similar losses in respect of your Connected Accounts. Subject at all times to the paragraph 12.12 below and paragraph 20 (liability), neither we nor our Round up Service Provider accept any liability for any losses you may suffer or incur as a result of your use of the Round up Services and any adverse impact on any claims you may otherwise have against the issuer of your Connected Accounts.
12.3 By selecting to receive our Round up Services you:
12.3.1 authorise the Round up Service Provider to utilise your Account Credentials to obtain all necessary Account Information that may be required by us and the Round up Service Provider in order to provide the Round up Services;
12.3.2 warrant and represent to both us and the Round up Service Provider that the issuer of your Connected Account recognises, and is able to respond to, any and all duly provided account information requests which it may receive from either us or the Service Provider from time to time;
12.3.3 acknowledge and agree that neither we nor the Round up Service Provider shall be liable to you in the event that the provider of your Connected Account delays in providing, or refuses to provide, either us or the Round up Service Provider with access to the Account Information;
12.3.4 agree to provide true, accurate, current and complete information about yourself and your Connected Accounts maintained at other websites and you agree not to misrepresent your identity or your account information;
12.3.5 agree to keep the Account Credentials provided to the Round up Service Provider in relation to the Connected Accounts up to date;
12.3.6 agree that you shall not use content delivered to you through the Round up Services for any other purpose other than to use the services provided for under these Terms;
12.3.7 agree not to copy, reproduce, distribute, or create derivative works from the Content delivered to you through the Round up Services;
12.3.8 agree that you shall not reverse engineer or reverse compile any of the services technology relating to Round up Services or the Steps Services.
12.4 By selecting to use the Steps Services you are entering into a legally binding agreement under the terms of which you licence us and the Services Provider to use any information, data, passwords, materials or other content (collectively, “Content”) we obtain or collate through your use of the Steps Services in accordance with this paragraph. We and the Round up Service Provider may use, modify, display, distribute and create new material using such Content to provide the Services. We and the Round up Service Provider may also use, sell, license, reproduce, distribute and disclose to any Oval affiliate or third party, aggregated non-personally identifiable information that is derived through your use of the Round up Services. By submitting Content, you automatically agree, or promise that you and/or the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, we and the Round up Service Provider may use the Content for the purposes set out above.
12.5 By selecting to use our Round up Services you hereby authorise us and the Round up Service Provider on a continuing basis to access third party sites designated by you, on your behalf, to retrieve information requested by you (or on your behalf), and to register for accounts requested by you. For all purposes hereof, you hereby grant to us a limited power of attorney, and you hereby appoint us and the Round up Service Provider as your attorney and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your Account Credentials, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.
12.6 You acknowledge and agree that each time our Round up Service Providers uses your Account Credentials to access and obtain Account Information from third party sites, our Round up Service Providers are acting as your agent and not the agent or on behalf of the third party provider of the Connected Account. You agree that third party account providers shall be entitled to rely on the foregoing authorisation, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third-party account providers accessible through the service.
12.7 Subject at all times to paragraph 12.12 below and paragraph 20 (liability), you expressly understand and agree that your use of the Steps Services and all information, products and other content (including that of third parties) included in or accessible from the Steps Services is at your sole risk. The Steps Services are provided on an “as is” and “as available” basis. Oval and the Round up Service Provider expressly disclaim all warranties of any kind as to the Round up Services and all information, products and other content (including that of third parties) included in or accessible from the Round up Services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
12.8 Subject at all times to paragraph 12.12 below and paragraph 20 (liability), Oval make no warranty that:
12.8.1 the Steps Services will meet your requirements,
12.8.2 the Steps Services will be uninterrupted, timely, secure, or error-free,
12.8.3 the results that may be obtained from the use of the Steps Services will be accurate or reliable,
12.8.4 the quality of any products, services, information, or other material purchased or obtained by you through the Steps Services will meet your expectations, or
12.8.5 any errors in the technology will be corrected.
12.9 Any material downloaded or otherwise obtained through the use of the Steps Services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from either Oval or the Round up Service Provider through or from the Steps Services will create any warranty not expressly stated in these terms.
12.10 Subject at all times to paragraph 12.12 below and paragraph 20 (liability), you agree that neither Oval nor the Round up Service Provider nor any of their affiliates, account providers or any of their affiliates will be liable for any losses whether direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if Oval or Round up Service Provider has been advised of the possibility of such damages, resulting from:
12.10.1 the use or the inability to use the service;
12.10.2 the cost of getting substitute goods and services,
12.10.3 any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the service;
12.10.4 unauthorised access to or alteration of your transmissions or data;
12.10.5 statements or conduct of anyone on the service;
12.10.6 the use, inability to use, unauthorised use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or
12.10.7 any other matter relating to the service.
12.11 Subject at all times to paragraph 12.12 below and paragraph 20 (liability),You agree to indemnify and keep indemnified Oval its respective affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable legal fees) caused by or arising from your use of the Steps Services, your breach of these Terms (insofar as they relate to the Steps Services) or your infringement, or infringement by any other user of your Oval Account, or Oval Pay Account, , of any intellectual property or other right of anyone. You agree in accordance with paragraph 27 (Third Party Rights) that the Round up Service Provider is a third-party beneficiary of the above provisions, with all rights to enforce such provisions as if the Round up Service Provider were a party to this Agreement.
12.12 The provisions contained in this paragraph 12 shall only apply to the extent such provisions may be applied without Oval being in breach of any applicable laws or being in breach of any rules, principles or directions of any applicable regulator including, without limitation, the FCA. All statutory rights that are or may be available to clients as against either Oval or the Round up Service Provider in respect of the provision of the Round up Services are preserved and shall remain unaffected.
13.1 As part of the Oval Services, we have made available within the App features called "Missions" and "Activities".
13.2 The purpose of the Missions are to teach good financial behaviour, and each Mission is a list of tasks to complete. Oval shall award points on completion of each task in the Mission. These points may be used to redeem items from the Oval Store, which is a small store on the App which allows you to trade points you earn from completing Missions for various items which may be available from time to time.
13.3 You agree and acknowledge that the Missions (in addition to the App as a whole), do not constitute investment, tax, or legal advice, and instead are merely intended to teach good financial behaviour.
13.4 The points earned from completing the Missions do not bear any monetary value within or outside of the App, and are only redeemable against items in the Oval store, unless stated otherwise.
13.5 The Activities feature in the App is intended to constitute a comprehensive list of all the transactions and transaction related actions you undertake within the App. You agree and acknowledge that the Activities feature may not be accurate all of the time, and some transactions may be omitted. You agree to notify us of any transactions included on your Activities list which you do not recognise immediately.
14.1 We are required to verify your identity in accordance with UK anti-money laundering legislation and may do this before we open your Oval Account, or Oval Pay Account, and provide the Oval Services to you, or after opening these accounts and whilst providing the Oval Services to you. We will use various third-party services to do this and you expressly authorise us to do this acknowledging that this will involve us transmitting your personal information to such third parties and potentially carrying out credit checks which may affect your credit score.
14.2 You warrant and represent to us on an ongoing basis that:
You are aged 18 or over; and
You are not a U.S Person.
14.3 You agree to notify us immediately if any of the above warranties cease to be correct.
14.4 Purchasing and/or contributing to Platform Products may be single or regular and can only be paid in Sterling or Euro. Investing may be subject to certain minimums. We may change the minimum investment amount from time to time and will notify you.
14.5 Different Platform Products require different methods of payment, and you will be informed of the required method of payment at the time of purchasing. However in general, if you have an Oval Account, payment for the Platform Products will be debited from your bank account via Direct Debit or SEPA, using an electronic money institution (EMI) which provides Oval with e-money services. Oval shall inform you (via the Oval in-APP secure notification centre or e-mail) of the details of the Direct Debit or SEPA on the day that we have advised the EMI to request payment from your bank. Once cleared, the e-money will be credited to your Oval Account and eventually the Issuer Account, and held in accordance with Section 2 (Platform Terms).
14.6 If you have an Oval Pay Account, payment for the Platform Products may be debited from your Oval Pay Account balance. These funds will then be credited to the Issuer Account.
15.1 We may communicate with you at any time using the information you have given us, including, when appropriate, by telephone, SMS text message, by email and via the APP.
15.2 It is your responsibility to ensure the contact information we have for you is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the APP. You accept that where either we are required to provide you with written notice then this will be given to you by means of electronic correspondence.
15.3 We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Save where we have been negligent or where we have breached applicable law or the FCA Rules, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.
15.4 We may record and monitor telephone conversations that we have with you for training purposes and quality control, for crime prevention, and to provide a record of our discussions with you. We will store recordings for a period required by law, the FCA Rules or for as long as we consider necessary to be able to provide the Oval Services to you. In the event of a disagreement between you and us, we can give you a copy of our records on request (but we reserve the right to charge you a reasonable fee for this).
15.5 All communications in relation to the services provided under this Agreement will be in English or Italian.
16.1 When you use and interact with the APP to select and/or make changes to your Oval Account, or Oval Pay Account, and/or indicate your intention to purchase a Platform Product(s), such use and interaction will constitute your instructions to us.
16.2 You understand that, in certain circumstances, we may generally restrict or suspend your access and use of the APP. In particular, you should note that we may take this action where:
we reasonably believe that the security of your Oval Account, or Oval Pay Account, has been compromised; and/or
it is illegal or against any relevant rule or regulation for instructions to be sent to the manager of the Platform Product.
16.3 Please note that Section 2 of these Terms sets out our obligations and duties with respect to your Platform Products. You acknowledge and agree that all instructions and authorisations given by you in relation to the Platform Products and the investments made in respect of your Oval Account, or Oval Pay Account, must be sent by you personally and by no other person.
16.4 You acknowledge and agree that all instructions are effective when they are received by us.
16.5 When receiving and transmitting instructions from you to buy and/or sell your investments, we shall apply our Order Transmission Policy which is set out in Section 4 of these Terms. By entering into the Oval Agreement you agree and consent to our Order Transmission Policy.
16.6 Where a delay occurs in transmitting an instruction due to factors outside of our reasonable control (including, without limitation, where the APP is unavailable) we will ensure that your instruction executed as soon as possible. However, we will not otherwise be responsible for any delay. In such circumstances please contact firstname.lastname@example.org.
17.1 We may use your personal information, including sensitive personal information and store it on our systems and may otherwise process it for the purposes of providing the Oval Account, or Oval Pay Account, and the Oval Services. By accepting these Terms you agree that we may also provide you with marketing materials and other information regarding any of our other products and services from time to time, that we think may be of interest to you. If you do not wish to receive such materials please contact us at email@example.com. We will not at any time (without your consent) share or provide your personal information to any third party for that party to market its services and products (or the services and products of any person unconnected with us).
17.2 We may pass personal information relating to you to third parties appointed by us for the purpose of administration and verifying your identity (as described in paragraph 13 above) and you confirm that you accept and consent to this. We may need to seek additional information from you in order to verify your identity, in which case we may:
delay the opening of your Oval Account, or Oval Pay Account; or
withhold from you the ability to use your Oval Account, or Oval Pay Account, until we have successfully verified your identity.
17.3 We are registered with the Information Commissioner for the handling and processing of personal information and shall comply at all times with applicable data protection legislation. We will take all reasonable steps to ensure that the database containing this information is constantly updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.
17.4 We may disclose your personal information if we are required to do so by law or we are requested to do so by the FCA, or any other relevant regulatory authority in any country.
17.5 Your personal data may be transferred to third parties outside the EEA as well as within it, solely in connection with our provision of the Oval Account, or Oval Pay Account, and the Oval Services. You should be aware that in territories outside the EEA, laws and practices relating to the protection of personal data are likely to be different and, in some cases, may be weaker than those within the EEA. Where transfers outside of the EEA are necessary, Oval complies with the stringent safeguards to protect your personal data required by law. By entering into the Oval Agreement you consent to such processing of your data.
17.6 You are entitled to see all personal data relating to you, which is held on any database controlled by us. Please contact firstname.lastname@example.org for details.
18.1 If you wish to make a Withdrawal you must provide instructions. Subject to the terms of your Platform Product (if applicable), in order to meet withdrawal requests, we may realise the investments to provide you with the cash sum required and will pay the net sale proceeds into your nominated bank account. We will pay you the withdrawal proceeds as soon as we reasonably can, but you should note that the process of selling investments may take some time, depending on the settlement dates of those investments.
19.1 We are responsible for providing to you all contract notes in respect of all investment transactions carried out in the Platform Products by you via the Oval Account, or Oval Pay Account, and all reports that are required to be provided to you in accordance with the FCA Rules - including valuation reports (the “Reports”). These Reports will include details of all transactions during the relevant period, details of the contents of your Oval Account, or Oval Pay Account, the current market value and the basis of valuation, income and fees charged.
19.2 We will make daily valuations of your Platform Products available to you via the APP.
19.3 You agree that the we shall provide the Reports to you via the Oval Services.
19.4 By entering into the Oval Agreement you agree and consent to the electronic delivery of contract notes and Reports and all other information required to be provided to you under those Agreements.
20.1 We or anyone connected with us, may carry out certain transactions for you where we, or another client of ours, have a duty that may conflict with our duty to you. Where a potential conflict of interest arises, we will take all reasonable steps to protect your interests and ensure fair treatment in accordance with the duties we owe you as our client. We have procedures in place to handle such conflicts of interest and to ensure that we act appropriately. It is our practice to disclose the nature of all conflicts of interest to you and (if appropriate) ask for your permission to continue with the service.
20.2 Our Conflicts of Interest Policy is detailed in Section 3. This sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.
21.1 Subject to the FCA Rules, we shall not be liable for any losses suffered by you unless such loss arises from our negligence, breach of the Oval Agreement, wilful default or fraud or from our failure to comply with applicable laws or the FCA Rules.
21.2 We will not be held liable for any loss incurred by you which arises, either wholly or in part, as a result of an event which is beyond our reasonable control to prevent and the effect of which is beyond our reasonable power to avoid in relation to your Oval Account, or Oval Pay Account, and which may arise from delays or changes in market conditions, market fluctuation, currency fluctuation, computer failure, labour dispute, inability to communicate with you, or for any other reason and whereby we are either unable to take or refrain from taking or shall not be obliged to take or refrain from taking any action as a consequence thereof.
21.3 We will take reasonable care and exercise reasonable due skill, care and diligence in the assessment, selection and appointment of the agents and other third parties. We accept responsibility for any losses, damages or costs suffered or incurred by you to the extent these are caused by our negligence, wilful default or fraud in the assessment, selection or appointment of such persons. We will not be responsible in any other circumstance for the acts or omissions of any such third parties.
21.4 We do not accept responsibility for any loss, damages or costs you may incur as a result of:
21.4.1 any cause beyond our reasonable control to prevent (as described in paragraph 21.2 above);
21.4.2 our taking any action, or omitting to take any action, to the extent we are required to do so under applicable laws and regulations, the FCA Rules and/or at the direction of a competent regulator such as the FCA.
21.5 No provision of the Oval Agreement will restrict, qualify or exclude any duty owed to you under applicable laws relating to the provision of services or under the FCA Rules. For further information about your rights under these applicable laws contact your local Citizens’ Advice Bureau.
22.1 We may appoint another person or entity (“Delegate”) to perform all or part of the Oval Services Agreement, provided that we take all reasonable steps to ensure that such Delegate is suitably competent and qualified to do so. Where we appoint a Delegate:
this will not affect our liability to you for the Oval Services we have delegated; and
this will be undertaken in accordance with these Terms and all applicable laws and the FCA’s Rules.
23.1 Where appropriate, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement.
23.2 We may pay (or receive from third parties), fees in relation to referrals of business. In making or receiving any such referral and making or receiving such payments, we will act in accordance with the FCA Rules and all applicable laws.
24.1 We may amend the Oval Agreement:
24.1.1 if we are required to do so to comply with the FCA Rules, or any other applicable law or regulation;
24.1.2 to reflect changes in the costs and expenses that we incur (or reasonably expect to incur) in providing the services to you, including to take account of changes in the rates of inflation, taxes or interest;
24.1.3 to make these terms fairer to you or easier to understand, or to correct mistakes;
24.1.4 to reflect changes in market practice or conditions;
24.1.5 to enable us to make reasonable changes to the way we provide our services as a result of changes in the financial services sector, technology, or available products; and
24.1.6 to reflect changes to our arrangements with any of our service providers.
24.2 If we propose to make a change to these Terms that is not detrimental to you, we can make the change immediately. We will make information available to you about the change within 30 days of the change.
24.3 If we make a change to these Terms that may be detrimental to you, we will provide you with at least 30 days’ prior notice (unless we are required to make the change sooner, for example, for legal or regulatory reasons, in which case we will make information available about the change within 5 days of making the relevant change).
24.4 If we make any change that is detrimental to you, you may notify us within 30 days from the date of such change to terminate your Oval Agreement and close your Oval Account, or Oval Pay Account, without charge.
25.1 You may terminate your Oval Agreement at any time and for any reason by providing us with notice, subject to the settlement of all outstanding transactions. Transactions already in progress will be completed in the normal course of business. We will close your Oval Account, or Oval Pay Account, as soon as practicable after receiving your notice to terminate the Oval Agreement.
25.2 Our fees (as set out in the APP) shall continue to apply until the later of the date of the termination of the Oval Agreement or the settlement of all outstanding transactions in respect of your Oval Account.
25.3 Our fees (as set out in the APP) shall continue to apply until the later of the date of the termination of the Oval Agreement or the settlement of all outstanding transactions in respect of your Oval Account, or Oval Pay Account.
25.4 We may terminate this Agreement immediately and freeze your Oval Account, or Oval Pay Account, without giving you advance notice if we reasonably believe that you:
25.4.1 have materially breached any of the terms of the Oval Agreement or have otherwise provided us with false or misleading information;
25.4.2 are using, or allowing another person to use, your Oval Account, or Oval Pay Account, illegally or for criminal activity;
25.4.3 have behaved in an inappropriate manner (for example, if you abuse any of our staff);
25.4.4 have failed to pay any of the amounts owed under the Oval Agreement; or
25.4.5 have become bankrupt, insolvent or you are unable to pay your debts as they fall due.
25.4.6 we may also terminate the Oval Agreement immediately if we reasonably believe that providing you with a service exposes us to action or censure from any law enforcement, government or regulatory body (including, without limitation, the FCA);
25.5 Where we terminate the Oval Agreement immediately or freeze your Oval Account, or Oval Pay Account, as set out above, we will inform you in writing immediately of our decision and our reasons for making that decision.
25.6 On termination of the Oval Agreement (for any reason), we will realise your assets and transfer your cash as you reasonably request. If you make no reasonable request, we may, at our discretion take steps to realise your assets and to transfer your cash to you, or take advice from HMRC as to the appropriate steps in the circumstances.
26.1 You do not have the right to assign or otherwise transfer to any other party your rights or obligations under the Oval Agreement.
26.2 We may assign our rights and obligations under the Agreement at any time without your consent to:
another entity within our group; or
to a third party outside of our group where we reasonably consider that the transfer will not compromise your rights under the Oval Agreement and the services to be provided to you.
26.3 Unless it is impracticable in the circumstances, we will give you 30 days’ prior notice of any such assignment.
26.4 If we assign our rights and obligations, you may notify us within 30 days from the date of such assignment to close your Oval Account, or Oval Pay Account, without charge.
27.1 The Oval Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
27.2 The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Oval Agreement (including non-contractual disputes or claims).
28.1 Save for Salt Edge Inc, Mangopay, Banca 5, and any other relevant Service Provider who may enforce, as applicable, the relevant provisions of this Agreement, a person who is not a party to this Agreement cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Please note that this is an important document that sets out how your Oval Account, or Oval Pay Account, is operated. It sets out the terms and conditions for the Platform Products. It should be read as part of the overall Terms.
1.1 In accordance with your instructions and your selections, we shall provide the Platform Products and shall provide receipt and transmission services in relation to these Platform Products (together, the “Platform Services”).
1.2 We will at all times provide the Platform Services to you in accordance with the terms of the Oval Agreement, all applicable laws and all applicable FCA Rules.
1.3 If you materially breach these Terms then we reserve the right, without further notice, to realise your Platform Products, withdraw access to the Platform Service, or any combination of these.
1.4 We do not provide advice about our products or allowable investments. The Platform Products are only available to direct investors. If for any reason you are unsure about or do not understand these Terms or any other aspect of the products or services then you should seek appropriate financial advice and/or contact Oval to discuss BEFORE making any commitment.
1.5 There is a minimum commitment required for each Platform Product which will be detailed in the relevant Platform Product page in the APP. We may change the minimum value from time to time and will notify you of any such change. Any recurring contributions to the Platform Products be maintained above the minimum value of £/€1.
1.6 The Platform Products are only available through the Oval Services; accordingly, all reports and documentation will be provided to you for access via the APP. By subscribing to take out a Platform Product, you agree that you do not require us to provide reports, statements, contract notes or other documentation associated with your Platform Product other than in electronic form via these means. You must also keep up to date contact details so that we can notify you when any important documents are sent via the Oval Services.
1.7 You accept that where we are required to provide you with written notice then this will be given to you by means of electronic correspondence as set out above.
1.8 There may be circumstances that require us to review these Terms and the charges being made. In this event, we will notify you advising you of any amendments to these Terms at least 30 days prior to the change taking effect. However, we reserve the right in extreme circumstances to vary these Terms with shorter notice e.g. a change to an existing, or implementation of a new regulatory requirement which we have to action immediately.
1.9 Value added tax and all other applicable taxes will be levied on all appropriate expenses and fees at the prevailing rate.
1.10 We have categorised you as a Retail Client for all purposes of the FCA Rules. As a Retail Client you will benefit from the greatest level of protection available under the regulatory system.
2.1 You may transmit Orders for Platform Products once we receive all necessary information from you or when our other requirements have been met if this is later. As part of this process you will be required to complete an Appropriateness Assessment. We reserve the right at our absolute discretion to refuse your application to purchase a Platform Product without providing any reason for our decision.
2.2 You may not purchase a Platform Product if you are a U.S. Person (as defined by the US Internal Revenue Service). If at any point you become a U.S. Person then you must immediately inform us and we will require you to exit your Product(s).
2.3 When you choose to purchase a new Platform Product you must initially commit the minimum amount required, as detailed above. This amount must be in your Oval Account, or Oval Pay Account, and will be moved to the Issuer Account immediately.
3.1 All monies received in respect of your Platform Products will be held in the relevant Issuer Account until the Order is executed.
3.3 We will be entitled to dispose of any purchase Orders if required to do so by the terms of any agreement to which we are a party. We will make all reasonable endeavours to inform you of such an event in advance, where feasible.
3.4 We will place an electronic copy of your statement detailing the investments on your Platform Product(s) in the relevant area of the Oval APP.
4.1 The APP is free for you to use. If this changes, we will notify you in advance.
4.2 Provided, in doing so we act at all times in accordance with all applicable laws and the FCA Rules, we may reasonably reimburse ourselves in respect of the liability, charges or costs by way of making a charge against your Platform Product(s) and/or Oval Account, or Oval Pay Account, as we may reasonably determine which we have incurred as a result of one of the following events occurring: 1. we become liable to pay any tax or levies imposed on your Platform Product(s) or on any contribution paid by you; or 2. we become liable to make any other payment to the UK Government or any governmental agency or any such self-regulatory organisation, to the extent directly or indirectly attributable to your Platform Product(s).
4.3 These paragraphs 4.2 and 4.3 will not apply to the extent that the relevant event is attributable, directly or indirectly, to any fraud, negligence, wilful default or regulatory breach by us.
4.4 If we omit to deduct all or part of any charges from your Oval Account, or Oval Pay Account, on the due date, we shall not subsequently be prevented from deducting such amounts or exercising any available remedy as a result of that omission.
4.5 We may also deduct e-money from your Oval Account, or Oval Pay Account, and/or sell any of your Platform Product to realise cash if a Platform Product has been credited in error.
4.6 Charges, costs and liabilities which Oval is entitled to charge you will be paid from your Oval Account, or Oval Pay Account, and/or Platform Product(s). If at any time the balance on your Oval Account, or Oval Pay Account, is not enough to cover all such charges, costs and liabilities in full, we may: dispose of Platform Products at our discretion and without liability in order to pay the amounts due; or require you to pay us the amounts due.
4.7 If we dispose of your Platform Products in accordance with paragraph 4.6 of this Section 2 then we will, ordinarily, sell your investments to meet the amount due starting with the largest holding by value.
4.8 We may sell slightly more of your investments than is needed due to: The fact that we cannot know the exact price at which the investments will be traded and any excess will be held as e-money on your Oval Account, or Oval Pay Account, or The requirement to maintain a minimum holding value for each investment.
4.9 If for any reason the value of your investments is insufficient to meet any such fees, charges, expenses or tax payable, you agree to pay us on demand the amount of any such shortfall.
5.1 We are responsible for executing any Order we receive from you via the Oval Services.
5.2 You may only place Orders via the Oval APP. If this is unavailable for any reason, please contact email@example.com.
5.3 You are responsible for the accuracy of your Orders. You may not be able to cancel or change an Order after you have submitted it.
5.4 You must have sufficient balance on your Oval Account, or Oval Pay Account, to execute any Order that you place together with any related charges.
5.5 We reserve the right for any reason to refuse to execute an Order but we will act reasonably in so doing. There may be circumstances, including (without limitation) suspension of dealing in extreme market conditions in which we may not be able to execute an Order. We will, if possible, notify you of the reason. Provided we have acted reasonably, then the we will not be liable for any loss or profit forgone between the time an Order was received and when it was executed, if ever.
5.6 We may combine your Order with other clients’ Orders if we reasonably believe that this will not be to your disadvantage. We may have to execute your Order in tranches and provide an average price per Order.
5.7 You must notify Oval if you receive confirmation of an Order which you did not place or which has not been completed in accordance with your instructions.
5.8 We will send to you contract notes (via the Oval In-App message notification centre) confirming the details of your transaction by the end of the Business Day after we receive it from the relevant Issuer.
6.1 If you instruct us to disinvest any of your Platform Product(s) then we will continue to act upon other Orders that you provide to us (via the Oval Services), including the collection of Direct Debits and SEPA.
7.1 We may use your personal information, including your sensitive personal information, and store it on our systems and may otherwise process it for the purpose of the administration of your Platform Product(s).
7.2 We may pass personal information relating to you to its associates or the bank for the purpose of administering your Platform Product and verifying your identity and by executing your Orders in the Platform Product(s) you confirm that you accept and consent to this. We may also need to seek additional information from you in order to verify your identity, in which case we may: delay the execution of your Order or withhold from you the ability to trade or disinvest any Platform Products until we have successfully verified your identity.
7.3 We are registered with the Information Commissioner for the handling and processing of personal information and shall comply at all times with the relevant data protection legislation. We will ensure that the database containing this information is constantly updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential and will not be passed to any third party for marketing purposes without your written consent.
7.4 We may disclose personal information if required to do so by law or are requested to do so by the FCA, or any other relevant regulatory authority in any country.
7.5 You are entitled to see all personal data relating to you, which is held on any database controlled by us.
7.6 By investing in a Platform Product you freely consent to the processing and disclosure of your personal information in accordance with these Terms.
8.1 We cannot guarantee that access to, or trading in, your Platform Product(s) via the Oval Services will be available at all times or without delay. You acknowledge that the service may be interrupted and the services available may be variable in certain circumstances.
8.2 We may suspend the operation of our service where we considers it necessary, including (but not limited to) where we have to suspend operations for technical problems, emergencies, maintenance, regulatory reasons, where we decide it is sensible for our client’s protection, in periods of exceptional trading activity or to ensure the continued availability of other services.
8.3 We will not be liable to you if their systems or services are unavailable to you for trading or information purposes for whatever reason.
9.1 By placing Orders you agree that you will not take part in activity which may be considered market abuse. You agree that you will not in any way engage in market abuse or require or encourage others to do so. If you are uncertain as to whether your dealings or proposed dealings are lawful, you should take legal advice. If we have reason to suspect that your use of the Oval Service constitutes market abuse, we reserve the right to take any action deemed to be appropriate. This action will include but is not limited to, refusing to act on your instruction and in such circumstances we are not obliged to provide you with reasons for our actions.
10. We may appoint any person to advise on or perform any of our functions or responsibilities under these Terms. This contract may be assigned in whole or in part, but only if this does not offer you a poorer service and if your rights are not prejudiced by the assignment. Any group company shall be entitled to enforce provisions of these Terms which shall apply to it as if it were a party to the contract.
11.1 An “Event Beyond Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
11.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Beyond Our Control. If an Event Beyond Our Control takes place that affects the performance of our obligations under these Terms we will notify you as soon as reasonably practicable and our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Beyond Our Control.
11.3 You may terminate the contract if an Event Beyond Our Control takes place and you no longer wish us to provide the Oval Service.
12.1 These Terms, as amended will continue to apply until the provision of your Platform Product(s) is terminated. All charges or fees due up to the date of termination must be paid. Termination shall be without prejudice to the completion of transactions already initiated by us on your behalf.
12.2 If we terminate, or suspend the provision of your Platform Product(s) then we reserve the right to disinvest all investments and hold the proceeds in your Oval Account or Oval Pay Account.
1.1 Oval is committed to maintaining the highest professional standards and, therefore, we endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all of our customers fairly and in accordance with FCA Rules and principles.
2. Nature of a conflict of interest
2.1 In essence, a conflict of interest is a situation in which Oval (or any of its personnel) finds itself in a position where its own interests conflict with the duties and obligations owed to its clients or, a situation in which Oval’s duty to one client conflicts with its duty to another. Identifying conflicts of interest for the purposes of identifying the types of conflict and potential conflicts that arise which may entail a material risk of damage to the interests of a client, we must take into account whether Oval or its directors, employees or contractors (“Oval Personnel”) or any other person linked by control to Oval:
3.1 We have identified a number of situations which may give rise to a potential conflict of interest. These situations include, but are not limited to, the following:
we receive gifts, entertainment or other monetary and non-monetary benefits from our service providers or business partners (for example, the Issuers of the Platform Products we make available to clients through the APP), which could give rise to a conflict with respect to the duties that we owe to our clients;
Oval Personnel who have outside commitments (e.g. directorships or other outside business interests) may be influenced to act in a manner that conflicts with the interests of Oval or its clients; and where Oval Personnel invest for their own account in certain investments which are retained as investments for client accounts.
4.1 We seek to organise our business in such a way as to avoid conflicts of interest arising.
5.1 For conflicts of interest which are unavoidable, we have put in place procedures which are designed to ensure that the management of any conflict takes place in such a way that Oval (and its personnel) are not advantaged and that no client is disadvantaged. All of our employees are provided with training in these procedures and the standards of conduct expected of them. Oval’s Board of Directors remains responsible for ensuring that such procedures are appropriate and that employees act accordingly. Specifically, we have put in place the following procedures to assist in our identification and management of conflicts of interest:
6.1 If we are not reasonably confident that we are able to manage a particular conflict to adequately protect the interest of a client, the general nature and/or source of conflicts of interest will be clearly disclosed before we undertake any business. The following conflicts are managed through disclosure:
1.1 We are committed to treating you fairly when we manage your Oval Account, or Oval Pay Account, . As part of this commitment, we have prepared this Order Transmission Policy (“the Policy”) to provide you with information on how we will receive and transmit your Orders.
1.2 We will only receive and transmit your orders to Issuers, without amending them. We do not ‘execute’ any transactions, so we are not required to meet the ‘best execution’ requirements – we do not actually undertake the transactions themselves, but pass them on to the Platform Product Issuer, who undertake the transactions. These Issuers will each have their own execution arrangements described in their own terms and conditions. It is your responsibility to check the ‘best execution’ policy of your chosen Platform Product Issuer.
1.3 Unless otherwise defined in this Policy, defined terms shall have the same meaning as in the Terms.
2.1 By opening an Oval Account, or Oval Pay Account, you agree to this Policy. You understand that we must keep this Policy under review. We therefore review it at least once a year. If we update this Policy we will let you know by sending you a message via the APP or email.
3.1 No order transmission timings are guaranteed, and the price obtained for the Platform Product will be the price calculated by the Issuer at the next valuation point for the Platform Product after they receive the order. The valuation basis can be obtained from the relevant Issuer.
The Platform Products held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account, are subject to loss in value. There can be no assurance that any appreciation in the value of investments will occur. The value of investments and the income (if any) derived from them may fall as well as rise and you may not recoup the original amount you invested. You may lose the value of your entire investment.
The Platform Products held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account, are subject to fluctuations in value over time. The extent to which your Oval Account, or Oval Pay Account, will be subjected to such fluctuations will depend on, among other things, the composition of investments held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account.
The past performance of your investments is not a guide to future performance. Oval does not guarantee the performance of the investments held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account.
The investments held by the relevant Issuer for the benefit of your Oval Account, or Oval Pay Account, will be made solely in Platform Products. There are a number of general risks associated with such investments, a number of which are summarised below.