Terms of Business

(Client Agreement)

1.Definitions

Agreement: these Terms of Business (Client Agreement) including any subsequent amendments.


Company: Stonypath Management Ltd (trading as Capiteus), a company incorporated in the Republic of Seychelles under company number 8414499-6 and registered at 1st Floor, #5 DEKK House, De Zippora Street, P.O. Box 456, Providence Industrial Estate, Mahé, Republic of Seychelles.
 

You: you or any properly authorised person or company acting on Your behalf.
 

We: the Company or any properly authorised person or company acting on Our behalf
 

Investment: any Investment proposition offered by the Company from time to time. The Company’s responsibility under this Agreement is restricted to the provision of information relating to the Investment to You. Money Laundering Regulations: all and any statutory and other requirements in force in the territory in which You reside as well as any other requirements of the Company in this regard.


Regulator: the Financial Services Authority (FSA) Seychelles, where the Company is Authorised and Regulated under registration number CSL-284.

2. Interpretation

References in this Agreement to writing include references to email communications, facsimile transmissions, dealing instructions or any reasonably comparable means of communication which produces a verifiable physical record.


Any reference in this Agreement to the singular includes the plural and vice versa.


Any reference in this Agreement to a gender includes all genders including those where individuals may self-identify to a different gender to that shown on their official documentation.


Any reference in this Agreement to a statute law regulation or other instrument shall be taken as a reference to said provision as amended, re-enacted, replaced or extended or any of them.


Headings in this Agreement are for convenience only and shall not affect its interpretation.

3. Commencement Date and Current Terms of Business

 

This Agreement comes into effect on the date You sign this document and remains in force until either You or We terminate our relationship as outlined in Clause 12.


This Agreement is periodically updated. The most recent version of this Agreement is published on our website at capiteus.com and supersedes all previous versions. You should check our website regularly to ensure you have the current Agreement.


You should read this Agreement carefully. It governs the relationship between us.


You should review all Company policies on our website before taking a decision to invest. If there is anything you are not sure about, please contact us before signing this document.


By signing this Agreement you are confirming that you have read and are in agreement with this document in its entirety and all policies on our website with particular emphasis on policies relating to risk, suitability and legibility.

4. Cooling Off Period

We will not start to process any application for five calendar days from the date of signature. If you decide during this cooling off period that you do not wish to proceed, you must contact us immediately either in writing including by email to advise us of your decision.

5. Our Services to You and How We Act for You

We act as Your independent agent. We do not act as a tied agent of any Investment provider. If We do have any interest in any service product or Investment We will disclose this to You before We carry out Your instructions.

 

We will only provide information on an Investment to You if We believe it may be suitable for You based on the information You have provided to us. If after satisfying Yourself as to the suitability of the Investment You decide to proceed, we will carry out Your instructions on an Execution Only basis. We are unable to provide any advice in this regard and you are subsequently afforded no regulatory protection.


You must provide Your instructions to Us in writing. We are not able to accept or act on verbal instructions. We reserve the right to refuse Your instructions but will not exercise this right unreasonably. We will not act on any instruction You give which is not in writing.

 

We will only provide information to You in writing. We accept no liability whatsoever for any conversation, warranty (express or implied), assurance, guarantee or other statement unless subsequently confirmed in writing by a duly authorised representative of the Company.


Where You have a right to cancel an Investment responsibility for notifying You of such right rests with the issuer of the Investment, although We will endeavour to advise You when such a right may exist. We will tell You if You do not have a right to cancel an arrangement.


If we become aware that our own interests or those of another of our clients may conflict with Your own, we will inform You and obtain Your consent to continue before we carry out Your instructions.


Responsibility rests with You for any Investment You instruct. We are not able to recommend specific Investments or to assume liability for any Investment losses and/or volatility howsoever caused.


Your holdings will be registered in Your own name unless You first instruct otherwise in writing. Documentation confirming Your holdings will be sent to You by the issuer of the Investment as soon as practicable after the Investment has been set up. We will not be responsible for any delays in this process.


We do not handle clients’ money. We will not accept a payment of any kind from You unless it is in settlement of fees or disbursements You and We have separately agreed and for which We have issued You a bill.


Where You have instructed and We have arranged an Investment for You, We will not provide You any further advice or information unless You request it. Where We receive an ongoing fee for providing ongoing management on Your behalf We will provide appropriate periodic reviews as part of Our ongoing service to You.


Where You appoint us as a servicing agent for holdings You originally took out through a different company or agent, We cannot accept any responsibility for the advice provided to You by Your previous company or agent and You hereby confirm that You accept that responsibility for such advice rests with the original company or agent.

6. Business Introduced by a Different Firm

If you have been introduced to Us by a different firm and have subsequently decided to invest, the introducing firm assumes all responsibility for the suitability of any advice they have provided to you and for compliance with relevant anti-money laundering provisions. The Company shall act only as a liaison entity contracted by the Investment provider for the purposes of centralised administration and investor liaison. Your rights during the cooling off period as set out in point 4 are not affected by this provision.

 

7. Charges for our Services​

There is no fee for our Services unless You have agreed to pay us a fee and You have signed a separate fee agreement.


We will usually be paid a fee by the issuer of the Investment you take out. A portion of this fee will be used to pay your Investment broker and to cover marketing promotion and distribution arrangements. We will also usually receive a fee from the issuer of the Investment for providing investor liaison services.


Where You have been introduced to Us by a different firm, We will pass on a portion of the fees we receive to that other firm for effecting the introduction.​

8. Investment Risk

It is crucial to understand that all Investments carry a degree of financial risk. As a general rule, this will increase in proportion to the potential rate of return on the proposed Investment. Before You take out any Investment, You must ensure that You understand the risks associated with the Investment You are considering and that You are content to accept that risk. You must further ensure that You meet the eligibility criteria for the Investment You are considering.

9. Risk Warnings and Declarations

By signing this Agreement, You are confirming You have read and understood each of the following statements as well as all disclaimers and policies published on our website at www.capiteus.com in their entirety.  If You do not agree with each of these statements including those published on our website, You should not sign this Agreement. By signing the Agreement you indicate the aforementioned and that, after reviewing said terms in full, you understand them in full and have not questions outstanding in relation to them. 

 

  • I confirm I have read and understood the Prospectus, fact sheet(s) and all relevant information regarding the {insert name of Investment} and that I  have sufficient knowledge, experience and understanding of the same in order to support my instruction to purchase this Investment on My  behalf.

  • I confirm the risk level of this Investment is in line with My own risk tolerance.

  • I confirm I have asked My broker to transmit My instructions on an Execution Only basis.

  • I confirm I understand the capacity in which My broker is able to act and the limits of approval granted by the regulator. I understand that My broker is not able to recommend standalone Investment products and confirm that they have not done so. Upon My request I have been provided with information on a number of different assets I may purchase and I have made My decision to take out this Investment based on My own analysis of that information. I have been provided with all required information for Me to make an informed and balanced Investment decision.

  • I understand that the receipt of any potential or projected coupons is dependent on the credit status of the reference bond to which the structured product is linked and that should coupon payments or any other credit event take place in the reference bond both coupons and the money I have invested are at risk; I further understand that should the reference bond be declared in default I will be subject to the prevailing recovery process and may receive back less than My original Investment or none at all.

  • I understand that the daily price of this Investment is likely to fluctuate and that any protection offered is done so at maturity only and in line with the terms of the Investment.

  • This Investment should be considered as a medium- to long-term Investment. My instruction to purchase is made in the clear knowledge that in order to avail Myself of any protection which may be offered, I am required to hold the asset until maturity and that any protection offered is strictly in accordance with the terms of the Investment which I have read in full and understand.

  • No warranties or assurances of any kind have been made to me by My broker, Capiteus (which is a trading name of Stonypath Management Ltd.), or any officer of any firm and I am aware that reliance should be placed on the terms issued in writing only.

  • I am aware that the capital value and the income from Investments may go down as well as up. Past performance is not necessarily a guide to future performance. If I take more income than the amount of the net return from an Investment, I will erode the capital value of My Investment. If I encash an Investment early there may be penalties applied. I understand and acknowledge that there may provision for initial and/or ongoing fees payable to My broker and hereby raise no objection to these. I release and fully disclaim My consultant, My broker, and all related entities and officers from any action, liability, obligation, and/or responsibility to the fullest extent allowed by law for any direct or indirect consequence howsoever caused of transmitting My instructions or arranging the purchases detailed herein without exception or limitation. I moreover release the relevant regulator(s) from any obligation to investigate any complaint and hereby withdraw My right to lodge one and confirm My understanding that I shall be afforded no regulatory protection pertaining to My purchase instructions relating to which I have received no advice. Furthermore, I release My broker and/or Capiteus (trading name of Stonypath Management Ltd) from any claim or liability for loss resulting from the sale of any asset I direct the purchase of. I understand that there may be common shareholders in entities involved in the construction, distribution, promotion, marketing, and/or arranging of the asset (as may be defined in International Financial Reporting Standards and/or International Standards on Auditing as “Related Parties”) and acknowledge that whilst all reasonable steps have been taken by Capiteus (trading name of Stonypath Management Ltd) and its partners to prevent the existence of bias or conflict of interest, no warranties or assurances are offered in this regard.

 

  • I am aware that this Investment falls outside the scope of services overseen by the regulator and that I will not be able to rely upon regulatory protection. I confirm this Investment has not been offered to Me as a regulated sale nor has any protection been suggested to Me. My instruction constitutes an Execution Only order and I hereby waive My right to appeal to the regulator in the event of default.

 

  • After reading the contents of this document in conjunction with provider risk warnings and literature, which I have also read in full and understood, I have directed the purchase of this Investment on an Execution Only basis. I understand that a five calendar day cooling off period applies to my instruction and that Capiteus will commence processing My application once this period has elapsed unless I first notify you in writing of my decision not to proceed.

10. Data Protection and Use of Your Data

By signing this Agreement You consent to Us processing Your personal data by both manual and electronic means for the purposes of providing services to You.


We will not disclose or sell your personal data to third parties.

11. Complaints

If You wish to raise a complaint please write to the Compliance Officer at the address below:
 

Compliance Officer, New Broad Street House, 35 New Broad Street, London, EC2M 1NH


We will provide You with a copy of our complaints procedure on request or on receipt of a complaint.

12. Termination

This Agreement will automatically terminate in the event of Your death, or if We cease to exist as a company.


You, or We, may terminate our relationship at any time without penalty. Notice of termination must be given in writing and sent by recorded mail or by email with confirmation of delivery. Any business currently in process will be completed subject to the provisions within this Agreement unless You provide us with written instructions to the contrary. If You owe us any fees at the date of termination, these will remain due as usual or within four weeks of the date of termination whichever is the earlier.

13. Law

This Agreement shall be governed by and construed in accordance with the Law of England or by the Law of the jurisdiction in which you reside. Choice of jurisdiction shall be at the discretion of the Company and both parties hereby submit to the exclusive jurisdiction of the courts selected.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties. Each party hereto acknowledges that it has not entered into this Agreement in reliance wholly or partly on any representation or warranty made by any method by or on behalf of the other party other than as expressly set out in this Agreement.