Introduction

These Terms of Business set out the Terms under which we shall provide you with our services.  They replace all earlier conditions. Please read it carefully and ask us to explain any point not clear to you. These Terms and Conditions constitute the formation of a contract between you and CPL whereby we will arrange for transactions to be executed on your behalf by ETRADE (see in particular 1.3 below). These Terms of Business will come into effect on the date that we receive your correctly completed application form and Identification documents. Other services are available and are subject to additional Terms and Conditions.  By accepting these terms you confirm that:

a.        We may arrange for ETRADE to provide you with settlement, safe custody, nominee and associated services;

b.        We may transmit your instructions to ETRADE;

c.        You agree to be bound by the obligations to ETRADE and that your identification documents may be passed to ETRADE upon request.

1.2  Classification
On the basis of the information that you have supplied to us, we have classified you as a Private Client for the purpose of FSA rules. This classification provides you with the highest level of protection available to you under those rules. If you are acting as agent for someone else, we will treat you alone as our customer for the purposes of FSA rules and you will be liable to that person in respect of your transactions.

1.3  Your relationship with ETRADE

We will arrange for transactions to be entered into on your behalf by E*TRADE Securities Limited (“ETRADE”).  Any transactions with ETRADE would be governed by ETRADE’S Customer Agreement (“CA”).  The CA sets out the terms upon which ETRADE will execute transactions for the purposes of trading accounts held with ETRADE, and provide safe custody, settlement, nominee and associated services.  The CA can be found in full at www.etrade.co.uk and a copy can be obtained from ukcompliance@etrade.co.uk. Your investments will be pooled with investments held for other investors. This means that your investments will not be identified by seperate share certificates. If ETRADE defaults and, for example, there is not holding investments to satissfy its obligations to all its investors, the investments will be shared out among them approximately in proportion to their holdings. This will not affect your other legal rights. Dividends, interest payments and cash entitlements due to you will be paid promptly to your account. ETRADE will accept dividends in cash unless they agree otherwise.

2.    The Services We Will Provide

2.1  If you are designated as an execution-only client or if you have not supplied us with sufficient information (either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or when, even though you have previously supplied us with information, we may reasonably believe that you are not expecting us to advise you about the merits of a particular transaction, then we will not make any personal or product investment recommendations. Nothing in our literature or in these Terms & Conditions should be treated as a solicitation or recommendation to buy, sell or maintain any product. We will action all instructions on an ‘execution-only’ basis. This means that we are only able to act on the instructions that you provide. We cannot give you advice about what instructions you should give us. You are responsible for the investment decisions that you make when you engage our services as an execution-only customer. We do not accept responsibility on a continuing basis for advising you on the composition of your portfolio.

2.2  If you are designated as an advisory customer we accept responsibility for advising you as to the merits of any particular investment based on the information supplied by you in our Financial Questionnaire pertaining to your individual circumstances, requirements and objectives. We may provide you with investment advice on your request. Advice from us will be based on the information supplied by you, which should be updated as necessary before we give you advice on a particular  transaction. If you do not inform us of any investment or types of investments, which you do not wish us to recommend or purchase for you, we may recommend to you any investment. (However under the rules of the FSA, we may recommend to you any investments which we have reasonable grounds for believing are suitable for you). We do not undertake discretionary management of your investments, any investment advice we give you is provided on the understanding that we do not accept responsibility on a continuing basis for advising on the composition of your portfolio.

2.3  We may arrange transactions on your behalf in the following investments: 

a.        Shares in British or foreign companies;

b.        Debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper or other debt instruments including government, public agency, municipal and corporate issues;

c.        Warrants to subscribe for investments falling within (a) or (b) above;

d.        Depository receipts or other types of instruments relating to investments falling within (a), (b) or (c) above;

e.        Options on investments falling within (a), (b) or (c) above provided the related transaction has no contingent liability;

f.        Options on investments falling within (a), (b) or (c) including options on an option;

g.        Futures on investments falling within (a), (b) or (c) above;

h.        Units in unit trusts, mutual funds and similar schemes (‘mutual funds’); and

i.        Investments, which are similar or related to any of these investments.

2.4  We may arrange the aggregation of orders, which may, or may not, result in a more favourable price being obtained. We will only arrange this aggregation of your orders with other orders where we believe that doing so is in your best interests.

2.5  We may arrange transactions for you in circumstances in which the relevant deal is not regulated by the rules of any Stock Exchange or Investment Exchange.

2.6  We will provide best execution as required by the FSA rules.

2.7  All contract notes, confirmations and other notices or communications under these Terms will be despatched or transmitted to you at the address shown in our records and shall be conclusive & binding on you unless objection in writing is received by us within one business day from receipt by you.

3.    Risk Warnings – General

3.1  This notice is provided to you as a private customer in compliance with rules of the Financial Services Authority (FSA). (Private customers are afforded greater protections under these rules than other customers and you should be aware of your rights of access to the Financial Ombudsman Service and other benefits). Please remember that the price or values of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance.

3.2  This notice cannot disclose all the risks and other significant aspects of warrants and derivative products such as futures or options. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position. Certain strategies, such as ‘spread’ position or a ‘straddle’, may be as risky as a simple ‘long’ or ‘short’ position. Although derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points.

3.3  Warrants – A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined time-scale then the investment becomes worthless.

You should not buy a warrant unless you are prepared to sustain a total loss of your investment plus any commission or other transaction charges.

Some other instruments are also called warrants but are actually options (for example a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a ‘covered warrant)’.

3.4  Futures – Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some instances to settle the position with cash. They carry a high degree of risk. The ‘gearing’ or ‘leverage’ often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in 3.8 below.

3.5  Options – There are many different types of options with different characteristics subject to the following conditions:-

(a)  Buying Options:-
Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under ‘Futures’ (3.4 above) and ‘contingent liability investment transactions (3.8 below)

(b)  Writing Options:-
If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset, which you have contracted to sell, (when the options will be known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

(c)  Traditional options:-
Certain London Stock Exchange member firms under special exchange rules write a particular type of option called a ‘traditional option’. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

Certain option markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

3.6  Off Exchange Transactions in Derivatives – It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off exchange derivative transaction. While some off-exchange markets are highly liquid, transactions in off-exchange or ‘non transferable’ derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position arising from an off-exchange transaction or to assess the exposure to risk. Bid prices and offer prices need not be quoted, and, even where they are, dealers in these instruments will establish them and consequently it may be difficult to establish what is a fair price.

3.7  Foreign Markets – Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. On request, your firm must provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which it will accept liability for any default of a foreign firm through whom it deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

3.8  Contingent Liability Investment Transactions – Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for differences or sell options you may sustain a total loss of the margin you deposit with your firm to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. Save as specifically provided by the FSA, CPL may only carry out margined or contingent liability transactions with or for you if they are traded on or under the rules of a recognised or designated investment exchange. Contingent liability investment transactions that are not so traded may expose you to substantially greater risks.

3.9  Limited Liability Transactions – Before entering into a limited liability transaction, you should obtain from us a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you prior to entering into the transaction. The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of the loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

3.10  Non-Readily Realisable Investments – We may enter into transactions on your behalf in non-readily realisable investments (investments in which the market is limited or could become limited). Non-readily realisable investments can be difficult to deal in and it can become difficult to determine what is a proper market price for them. Please inform us on the Client Information Form if you do not wish us to buy such investments for your portfolio.

3.11  Penny Shares – There is an extra risk of losing money when shares are bought in some smaller companies including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up.

3.12  Collateral – If you deposit collateral as security with Etrade through CPL, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets, which you deposited and may have to accept payment in cash. You should ascertain from us how your collateral will be dealt with.

3.13  Suspensions Of Trading – Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the specific price.

3.14  Clearing House Protections – On many exchanges, the performance of a transaction by CPL (or third party with whom he is dealing on your behalf ie. Etrade) is ‘guaranteed by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if your firm or another party defaults on its duty to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments, which are not traded under the rules of a recognised or designated investment exchange.

3.15  Insolvency – Your firm’s insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets, which you lodged as collateral and you may have to accept any available payments in cash. On request, your firm must provide an explanation of the extent to which it will accept liability for any insolvency of, or default by, other firms involved with your transactions.

3.16  OFEX PLUS/AIM - CPL participates in Alternative Investment Market (AIM) and PLUS (OFEX) shares all of which carry a higher degree of risk than blue chip investments and there is always the possibility of losing the capital sum invested. Investment should be restricted to the maximum one can afford to lose. These investments may not be suitable for everyone and if you have any doubt regarding suitability please contact your regular investment adviser. CPL and/or its connected companies and/or directors or employees and/or members of their families may from time to time have a material interest (including options) in relation to an investment in which we deal on your behalf. and may add or dispose of such securities from time to time. It is more difficult to buy and sell shares in small companies and it may not always be possible to deal. Market Makers operate with a wide spread between buying and selling prices for small companies and this spread and fluctuations in the share price may mean that you do not get back the full amount invested. AIM and the OFEX markets are designed primarily for emerging or smaller companies. Both the AIM and OFEX Rules are less demanding than those of the Official List of the London Stock Exchange. The past is not necessarily a guide to future performance.

3.17  Investment Trusts - The market value of the shares of an Investment Trust may not reflect the underlying net asset value of the individual investments held by the Investment Trust. Investment Trusts are able to borrow to raise further funds for investment purposes should the fund manager and the board of directors consider that it may be commercially advantageous to do so. This is generally described as “gearing”. An investment trust, which has made investments as a result of gearing, may have a more volatile share price as a result; gearing can increase shareholder returns in rising markets but conversely can increase the extent to which the value of the funds attributable to shareholders decreases in falling markets. The investment may be subject to sudden and large falls in value and may return nothing at all if there is a sufficiently large fall in value in the investment There is no guarantee that the market price of shares in Investment Trusts will fully reflect their underlying Net Asset Value (NAV). As with other investments, transactions in investment trust securities may also have tax consequences and on these you should consult your tax adviser.

4     Risk Warnings – Securities Subject to Stabilisation

This statement complies with FSA rules

4.1  CPL may from time to time carry out transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the following explanation carefully.

4.2  Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FSA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found.

Stabilisation will be carried out by a ‘stabilisation manager’ (normally the firm responsible for bringing a new issue to the market). As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation. 

4.3  The Stabilisation Rules: limit the period when a stabilising manager may subsidise a new issue; fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as an indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.

5.    Charges and Payments for Transactions

5.1  Commissions – Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment

5.2  Our commission charges for Stock Exchange business will be stated on your contract note and will be in accordance with our current tariff, changes will be advised and an up-to-date list is always available on request. We may share charges with other third parties, such as ETRADE, or receive remuneration from them in respect of transactions carried out on your behalf. We may change our charges by advising you by post.

5.3  You agree to provide us with funds to cover your transactions and to pay our charges for the service.

5.4  Payments from you that do not conform to our requirements will not be accepted. We do not accept cheques from third parties. The only exception to this is where we receive a cheque from your husband or wife (as appropriate). This has to be a cheque which bears the same surname as yours, for payment into an account in that surname that you hold with us (whether jointly or with your husband or wife ((as appropriate)), or in your sole name).

5.5  If you do not put us in funds for your transactions or pay us our charges on time, we reserve the right to:

a.        Levy charges in accordance with our tariff.

b.        Deduct the monies owing to us from your investments.

c.        Sell your investments, and if the sale proceeds are not enough to meet our charges you will be liable to us for the difference.

d.        Apply payments from you or funds realised in the sale of your investments in any order we want. We may use them to discharge our fees and costs before we use the remainder (if any) to discharge the interest that you owe us, our charges and the amount you owe us for any transactions.

6.  Your Money

6.1  CPL does not handle client money. We never accept cheques made payable to us (except in settlement of an invoice for fees) or cash. . All cheques should be made payable to Etrade Securities Limited

6.3  You authorise us to deduct our charges from your deposit account.

7.  Instructions

7.1  You agree to check all the documentation that we send to you in relation to your instructions. If there are any errors, you must let us know immediately. If we notice that there is an error in the documentation that we have sent to you in relation to your instructions, we will re-issue correct documentation immediately. You agree to return the original incorrect documentation to us and to repay any overpayments.

7.2  If you fail to comply with 7.1 you may be committing a criminal offence. We will charge you interest on the overpayment and we will have the right to purchase replacement investments. You will pay for the investments and any costs.

7.3  If we are negligent and we fail to accurately carry out your instruction, we will ask you to choose one of the following options in 7.4 or 7.5 (as appropriate).

7.4  Instructions to buy an investment. We will either:-

a.        Buy investments to put you in the position that you would have been in if we had carried out your instructions correctly, or

b.        Pay you the difference between the price that should have been paid for the investment and the price that you actually paid.

7.5  Instruction to sell an investment. We will either:

a.        Pay you the difference between the price that you obtained on the sale and the price that you should have obtained if we had carried out your instruction correctly, or

b.        If the value of the investment has risen from the price that you should have obtained, you can keep the investment so that you can sell it at the higher price.  

7.6  You must take all reasonable steps to ensure the security of your account. We are not responsible for your acts or omissions, including losses arising from fraud, wilful neglect or negligence.

7.7  We cannot sell investments for you unless you have the right to sell them. In giving us an instruction to sell an investment you are confirming that you own or have the right to sell that investment.

7.8  We may rely on and treat as binding any instruction, which we have accepted in good faith, and which we believe to be from you or someone entitled to instruct us on your behalf.

7.9  We may accept instructions from you verbally or in writing. However, we may, entirely at our discretion, require any instructions given verbally to be confirmed in writing. In the case of a joint account we shall require both account holders instructions prior to proceeding.

7.10  We may entirely at our own discretion accept limit orders from you. We may accept such orders on a ‘fill or kill’ basis or a ‘good for the day’ basis. We will use our reasonable endeavours to execute such orders, however, we do not guarantee that they will be executed even if the relevant price is met.

7.11  We may acknowledge your instructions verbally or in writing (i.e. by post or email).

7.12  We will assume you have received a communication from us 2 days after we post it to you by 1st class post, 5 days after we post it to by 2nd class post, immediately if sent by fax, when it is received by your internet service provider if sent to you by email

8.   Data Protection and Disclosure of Information
8.1  For the purpose of data protection legislation, as amended from time to time, you agree that our associates and we may process personal data relating to you (using computer systems or otherwise) in carrying out our duties under these Terms;

8.2  We have certain responsibilities under FSA rules to verify the identity of clients and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and you consent to us passing on such information, as we consider necessary to comply with any reporting requirements.

8.3  You agree that we, and our associates, may hold all the information you provide on computer for administration, marketing and risk assessment purposes. We will also disclose your personal information to ETRADE for the purposes of providing our services to you. We may also disclose your personal information to third party credit reference agencies in order to search their files. Such credit reference agencies will record the search. By signing the Client Information Form, you consent to your personal information being used in this manner. If you do not wish your information to be used for marketing purposes, please inform us accordingly.

8.4  We may use store or otherwise process personal information provided by you or us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purpose of credit enquiries or assessments.

8.5  The information we hold about you is confidential and will not be used for any purpose except as stated in these Terms. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Information of a confidential nature may be used in the following circumstances:

a.        Where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us (or any associate);

b.        to investigate or prevent fraud or other illegal activity;

c.        to any third party in connection with the provision of services to you by us;

d.        for purposes ancillary to the provision of services or the administration of your account, including, without limitation, for the purpose of credit enquiries or assessments;

e.        if it is the public interest to disclose such information; or

f.        At your request or with your consent.

8.6  By signing these Terms, you will be consenting to the transmittal of your data outside of the EU/EEA for the purposes outlined in 8.5 above.

8.7  In accordance with the Record Retention Statement below, you will not be at liberty to request the destruction or deletion of any record pertaining to yourself unless we, are required to do so by force of law or other regulatory requirement.
Under the Data Protection Act 1998 (the Act) and in order to facilitate our communications with you and our running of your affairs, you consent to our recording relevant personal information on our firm’s computer system and when necessary disclosing such information to third parties in carrying out your instructions.  We will supply to you at your request, on payment of a fee, a copy of the data relating to you and will provide you with a description of the data and the purposes for which it is processed, and with details of the source of the data and any potential recipients of the data. In the first instance, you should direct any such request to us. You should let us know if you think any information we hold about you is inaccurate, so that we may correct it.

8.8  We may contact you about our products and services which we believe may interest you, unless you informed us in writing that you do not wish to receive this information.

8.9  You agree we may record all telephone calls without your specific consent. These recordings shall remain our sole property and you agree that they will be conclusive in the case of any dispute that may occur.

8.10  In accordance with the legal and regulatory requirements, we will retain your records, for a minimum period of six years following the termination of any relationship between us. This period may be extended by force of law, regulatory requirement or agreement amongst us.

9.  Complaints and Compensation
All complaints should be directed in the first instance to the company Compliance Officer at the following address:

Capital Partners London Ltd,, 52 Berkeley Square, London W1.

We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If, for any reason, you are dissatisfied with our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided in our final response.
We participate in the Financial Services Compensation Scheme and will provide you with details of the cover and protection that the scheme provides you with upon request. Further information is also available from the Financial Services Authority.

10.  Amendment
We reserve the right to alter these Terms at any time.  Alterations may be made to make it fairer to you, more easily understandable, correct a mistake, cover a development in the service, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of practice, reflect a change in technology, cover a development or change on our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid. You are deemed to have consented to any alteration that may be effected to these Terms if we do not receive notification otherwise from you, in writing, within the time that the changes were notified to you and their coming into effect.

11.  Limitation of Liability
Unless caused by our fraud, wilful default or negligence, we will not be liable to you for any loss suffered by you in connection with these Terms; this includes any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, proceedings and costs.
We will not have any liability to you in the event that we do not act on your instructions or are unable to provide any service under these Terms as a result of some factor that is beyond our reasonable control (for example, act of God, failure of computer or related systems, failure of market systems or failure of any third party to provide any service to which these Terms relates).
CPL shall not be liable for any loss arising other than as a result of its own negligence or wilful default or contravention of FSA rules and, in any event, will not be liable for any indirect or consequential loss (including loss of profit).
CPL shall have no liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of CPL, including, without limitation, any failure of communication or computer systems or equipment or the suspension of trading by any exchange or clearing house.
Nothing in these Terms is intended to have the effect of excluding any liability to you, which by law or FSA rules cannot be excluded.

12.  Indemnity
Unless caused by our fraud, negligence or wilful default, you will upon demand indemnify us against any cost, damage, loss or liability however arising by reason of or in connection with any action taken, or any transaction entered into, by us under these Terms.

13.  Termination
Either party may terminate this Agreement at any time by giving the other notice in writing, which will be effective immediately.
Any termination is subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due (which become due and payable immediately). If you request us to re-register or transfer your securities, you will be liable to a fee to cover the cost.
If you want to close your deposit account and terminate this agreement, you must send us written and signed notification of that. Your deposit account will not be closed merely because there is a nil balance or you have sold all of your investments. If charges accrue on the deposit accounts, you will still be liable for them and we retain the right to debit your deposit account in the usual way.
We reserve the right to regard an account as dormant and therefore eligible for termination of this agreement if your account fits our dormancy criteria. Please contact us if you require further details of what this means.
If we exercise our right to end or suspend your use of the service we will not be liable for any losses, which may be suffered by you due to a decrease in the value of your investments between the date you purchased, and the date we sold them.
In the case of an individual, this Agreement will terminate automatically when we receive notification of your death.
This Agreement will automatically terminate in the event of the firm entering into insolvency, being convicted of criminal activity or being in material breach of its fiscal responsibilities.

14.  Entire Agreement
These Terms are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. These Terms sets out the all of the terms and conditions relating to our provision of these services to you subject to any subsequent amendments that may be notified. You agree that if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.

Capital Partners London Ltd -  1999-2007