About Us
1. CommShare Ltd (‘the company’) offers investment services and support to help clients arrange and manage Stocks and Shares ISAs and other investment accounts. CommShare Ltd does not offer personal advice. If you are unsure about taking responsibility for your investment decisions, you ought to consult a suitably qualified investment professional.
2. CommShare Ltd is incorporated in England and Wales as a limited liability company with the following Company Registration Number: 03626405. Our registered address is 16 Hatherley Road, Sidcup, Kent, DA14 4BG. Our correspondence address is the same. You can contact us at: hello@commshare.com or 0208 308 1308.
3. We are authorised and regulated by the Financial Conduct Authority. Our regulated activities comprise arranging investment deals/ transactions as well as arranging the safeguarding and administration of assets. Our FCA registration number is 187989, and you can check our details at https://register.fca.org.uk/s/ or by contacting the FCA on 0800 111 6768 (free phone). The FCA’s contact address is 12 Endeavour Square, London, E20 1JN.
Introduction
4. These Terms of Agreement (‘Terms’) shall apply from the time you (‘Client’) engage with one of the Company’s services. They shall continue to apply to any ad-hoc engagements, ongoing engagements and/ or reoccuring engagements until they are replaced or revised.
5. The Client shall accept to be bound by these Terms by signing the Company’s Terms of Business and/ or by confirming engagement with the Company verbally and/ or in writing, at which point a binding contract will be formed (‘Contract’).
6. For the avoidance of doubt, engagement of the Company’s services does not constitute a joint venture and/ or any similar joint enterprise between the Client and the Company.
7. These Terms, as amended from time to time, will apply whenever you are in contact with the Company for the supply of services, as set out under these Terms of Business. You may ask us for the latest version of the Terms anytime.
8. Unless otherwise agreed in writing, you and the Company are committed and bound by these Terms. These are the standard terms upon which we intend to rely. For your benefit and protection, you should read these terms carefully and keep a copy for future reference. If you do not understand any of the provisions of these Terms, please contact us for further information.
9. These terms will override any other terms or conditions or any preceding Terms issued prior to the most recent up-to-date Terms. We may amend these terms by giving you at least 30 days’ written notice. Circumstances in which we may amend these terms include (but are not exhaustive): (a) to comply with changes in law or regulation; (b) to correct inaccuracies, errors, ommissions or ambiguities; and (c) to reflect changes in the scope and nature of the services we provide, our administrative processes and procedures or market practice. If you object to a change to our Terms, you may terminate our authority to act on your behalf under clause 59 before the change takes effect.
10. These Terms of Business are effective from 01/01/2024 and remain in effect until amended by clause 9.
11. Any typographical, clerical or other error or omission in any sales literature, Terms, price list, invoice or any other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
Services
12. Our Standard Service includes help to arrange investments; ongoing support (for example, arranging top-ups and fund switches); answering questions about your investments; and dealing with investment providers on your behalf to resolve issues. The charge for providing our standard service comprises standard fees (see clause 46) or commissions (see clause 47).
13. We may also offer Additional Services in addition to our Standard Service. This may include (for example): an online account CommShare Money, reporting and/ or monitoring and model portfolios. Details of these services and any non-standard fees will be agreed with you in advance.
14. The Services shall be provided in accordance with a method considered appropriate by the Company.
15. Any dates provided for the delivery of the Services – or any dates provided for the provision of any ad-hoc work requested – are given in good faith but are not binding on the Company.
16. In agreeing to be bound by these Terms of Business, the Client accepts that the Company’s role is limited to providing Services as outlined in clauses 12 and 13. The Company will at no time advise on any legal, financial or tax issues – and in accepting these Terms, the Client agrees that it should obtain legal or professional advice before relying on any content or services provided by the Company.
Your Obligations
17. In agreeing to be bound by these Terms, the Client agrees that they will provide the Company with adequate information to enable the Company to perform any services engaged by the Client adequately.
18. The Client shall be responsible for ensuring that the Services outlined in these Terms are suited to their needs and for giving the Company any necessary information relating to the services to be provided within a sufficient time to enable the Company to perform the Contract.
19. The Client agrees that the Company will outline the length of time required to enable it to perform the Services – and the length of time considered sufficient to enable the Company to perform the Contract may be amended from time to time by the discretion of the Company where reasonably necessary.
20. The Client undertakes that they will not do anything that would, directly or indirectly, risk the reputation of the company – and this includes any information or action the Client provides or undertakes in communication with any regulator, ombudsman or third party, except in circumstances where the Client is under a legal, professional, or regulatory obligation to take such action.
21. The Client undertakes that they are not conducting nor intend to conduct any unlawful activity and accepts that the Company may terminate the Contract without notice if it reasonably believes that the Client has, is or intends to conduct any unlawful activity.
22. The Client undertakes to pay fees which are due to the Company in accordance with the payment terms set out between clauses 45 and 48.
23. The Client agrees to pay the Company any costs incurred in performing the Services or while performing said services engaged by the Client, where the Client cancels the engagement after the Company incurs the associated costs, except where the services provided by the Company have been terminated because of any unremedied material breach of these Terms by the Company.
24. The Client undertakes that where they engage with one of the Company’s services which requires liaison with a regulator(s) or ombudsman (i.e., the FCA or the FOS), it will communicate all necessary information to the Company to enable the Company to perform the requisite services sufficiently. The Client accepts the Company has no liability to the Client in the event they fail to adhere to this term.
25. The Client undertakes that where they engage with one of the Company’s services which requires liaison with a regulator or ombudsman (i.e., the FCA or the FOS), they will communicate all necessary information which they have provided to the Company, in the context or performing the respective service, to the regulator(s) or ombudsman promptly.
26. The Client undertakes that where they engage with one of the Company’s services which requires liaison with a regulator or ombudsman (i.e., the FCA or the FOS) they will communicate all necessary information that they receive from the respective regulator(s) or ombudsman to the Company promptly.
27. The Client agrees they shall not use the Company logo or logos, claim association and/ or affiliation with the Company without the express written consent from the Company, except in circumstances where the Client is under a legal, professional, or regulatory obligation to take such action.
28. The Client always undertakes to provide the Company with accurate and up-to-date information.
29. The Client undertakes that if they become aware that the Company is in receipt of inaccurate, out-of-date or incomplete information, they will notify the Company promptly to correct this.
30. The Client accepts the Company bears no liability for any loss (including Consequential Loss) incurred to the Client because of inaccurate, out-of-date or incomplete information provided to the Company – or inaccurate, out-of-date or incomplete information that has not been corrected promptly after the Client became aware of its existence.
31. In the event the Client decides to cancel a service which it has engaged the Company to provide, it agrees to notify the Company about the cancellation or proposed cancellation immediately. The Company may provide the Client with a full or partial refund (less any associated costs) at its sole discretion. For the avoidance of doubt, associated costs will be calculated in accordance with the Company’s hourly fees in force at the time of cancellation, in addition to any costs incurred by the Company as set out in clause 23.
32. The Client shall not redistribute, reproduce or allow any third party (except where expressly agreed in writing by the Company) to make use of the Services or associated material provided or produced by the Company for the Client.
33. The Client will take all reasonable steps to ensure they do not disclose any confidential information provided by the Company during the provision of the Services.
34. The Client agrees that any liability of the Company to it, about any matter, is limited to the proportion of the loss or damage (including but not limited to, interest and costs) suffered by the Client which is just and equitable, and which considers the extent of the Client’s own responsibilities and the contribution of any other person to said loss or damage – and this is regardless of any contractual or other limitation of the Client’s liability, the Client’s ability to pay and/ or any limitation defences available to the Client.
35. The Client agrees that where the Company uses the services of another company or an associated firm the Company alone will be responsible to the Client.
36. The Client agrees (to the extent it is enforceable) that it will not bring any claim against the Company’s personnel or self-employed contractors working for the Company (whether for breach of the Contract, breach of duty, misrepresentation or otherwise) – or any company or associated firm about any services provided to the Client, other than the Company outlined in these Terms.
37. The Client agrees to permit the Company – to the extent that is necessary under the terms of its agreement with its Professional Indemnity Insurers – to disclose any privileged or confidential documentation or other information to our insurance and/ or insurance brokers, their professional advisers – as well as any other professional adviser for whom the Professional Indemnity Insurers deems it necessary to make such a disclosure.
38. In agreeing to these Terms, the Client accepts that the services provided by the Company to the Client are for the Client’s use and benefit only – and are related directly to the relevant subject matter. The Client agrees that such services provided by the Company to it must not be disclosed or relied upon by any third party without the Company’s express written approval, which is subject to any conditions the Company may impose at any time.
Our Obligations
39. The Company undertakes to exercise reasonable care and skill in the provision of its services to the Client, subject to and including clauses 68 to 75.
40. The Company will use all reasonable endeavours to provide its services to the Client within the timescales agreed. The Client accepts that timescales may be amended on receipt of new information or because of ad hoc work agreed between the Client and the Company. The Client accepts that during certain busy periods, timescales may need to be amended.
41. The Company undertakes to provide all elements of its services in a manner which is consistent with the description of Services outlined within these Terms – as well as any other documentation which describes its services.
42. The Company agrees that where the Client engages in one of its services which requires liaison with any regulator(s) or an ombudsman (i.e., the FCA or the FOS), they will communicate information which they receive from the respective regulator(s) or ombudsman to the Client promptly.
43. The Company agrees that where the Client engages in one of its services which requires liaison with any regulator(s) or an ombudsman (i.e., the FCA or the FOS), it will communicate information which it receives from the Client, which is for the attention of the respective regulator(s) or ombudsman, to the respective regulator(s) or ombudsman promptly.
44. The Company undertakes that, where the Client engages its services to liaise with a regulator or ombudsman on their behalf, they will co-operate with the respective regulator(s) or ombudsman in an open and transparent matter.
Our Fees
45. The Client’s investment accounts may be charged on a commission basis or a fee basis. Where an investment account is charged on a commission basis, the Company may be paid a commission by the product provider.
46. Where the Client’s investment account is charged on a fee basis, the Company will charge an ongoing service fee which is calculated as a percentage of the value of the investment account concerned. Where the product provider can do this, the Client agrees that the product provider will pay us our fees on the Client’s behalf under Clause 46.2 (facilitated service fees). Where the product provider does not pay the Company its fees on the Client’s behalf, the Company will charge the Client under Clause 46.3 (on-account service fees).
46.1. The Client will be charged the Company’s Standard Fees unless otherwise agreed in advance. The table below shows the Company’s Standard Fees.
| Annual Service Fee | Amount (%) | Amount (£) |
| Facilitated | 0.34% p.a. | £34 p.a. for £10,000 invested |
| On-Account | 0.34% p.a. | £34 p.a. for £10,000 invested |
46.2. Facilitated Service Fees: In most cases where the Company does not receive a commission, the Company’s fees will be calculated and settled on the client’s behalf by the provider of the Client’s investment accounts. In this event, the product provider pays the Company directly after deducting fees from the Client’s cash account with the product provider or by cancelling units from the Client’s investment accounts. This is the Company’s preferred method for administering fees but is usually only available when the Client invests through investment platforms or life companies.
46.3. On-Account Service Fees: Where charges are not calculated and settled by the product provider of the Client’s investment accounts, the Company will calculate the fees payable. Ongoing on-account service fees are charged monthly in advance based on the value of the Client’s investment accounts. They are calculated based on 1/12th of the Company’s annual fee. The full monthly fee is payable even if the Client has only held an investment account for part of a month. The Client agrees that they must settled on-account service fees quarterly by variable direct debit.
47. Commission: The Company may continue to receive a commission in respect of certain investment accounts or for some non-advised transactions. The table below shows the standard commission the Company receives from product providers (in bold), along with the maximum amount (in brackets).
| Commission Type | Amount (%) | Amount (£) |
| Initial | 0% (3%) | £0 (£300) for £10,000 invested |
| Ongoing (often referred to as Renewal or Trail) | 0.5% p.a. (1% p.a.) | £50 p.a. (£100 p.a.) for £10,000 invested |
47.1. Initial Commission Rebates: The Company almost always give up all its initial commission to improve the terms when the Client invests. If the Company receives an initial commission, the Company reserves the right to retain up to 3%, agreed in advance.
48. The Company reserves the right by giving notice to the Client at any time during the contract for the provision of the services to amend the fees to reflect:
48.1. Any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, the costs of rising inflation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture);
48.2. Any delay caused by any instructions of the Client; or
48.3. Any failure of the Client to give adequate information and instructions to the Company.
Housekeeping
49. The Company’s service is for UK resident investors.
50. Client Money: CommShare does not handle client money. The Company’s clients never pay investment monies to it, and the Company never holds investment monies on behalf of its clients. The Company never handles cash and only accepts Client payments related to the Company’s fees, if applicable.
51. Registration: The Company will arrange for all of your investments to be registered in your name unless you instruct us otherwise in writing beforehand. The Company will forward documents of title to investments to you as soon as practicable after receiving them. Where there are multiple documents relating to a series of transactions, the Company will normally only forward these to you once the series is complete.
52. Conflict of Interest: Occasions can arise where either the Company or its personnel) or one of the Company’s other clients will have some form of interest in the business that the Company arranged for you. If this happens, the Company will inform you in writing and obtain your consent before following your instructions.
53. Instructions: The Company usually requires written instructions to avoid possible disputes. However, the Company will accept verbal instructions from you if they are recorded or subsequently confirmed in writing.
54. Disclosure: The Client will be told the amount of commission or any other form of benefit the Company receives from the issuer of a security or another intermediary.
55. Identity Verification: The Company is legally obliged to verify your identity for certain transactions. The Company will attempt to do so using a verification agency. The Company may require proof of identity and address. For example, original or certified copies of a Passport or Driving Licence and Utility Bills. The Company will write to you if we need these. The Company cannot be held liable for any loss that might arise because of delay or failure to carry out an instruction where the Company’s identity verification requirements have not been satisfied.
56. Communicating With You: You can contact the Company by writing using the address in Clause 2. When the Company writes to you, it will always write to you in English.
57. Client Classification: The Company will treat you as a Retail Client.
Termination
58. The Company may terminate this agreement by giving you at least 20 business days’ written notice.
59. You may terminate this agreement at any time without penalty. Notice of termination must be given in writing and will take effect from the date of receipt. Any initiated transactions will be completed according to this agreement unless otherwise agreed in writing.
60. In the event of termination by either party to these Terms, the Client will be liable for the full payment of any outstanding monies due to the Company prior to the termination of the service. For the avoidance of doubt, this includes payment due for any work which has been completed by the Company prior to the termination of the Contract.
61. Where the Company is in possession of money due to the Client or received from the Client and due to a third party, the Company reserves the right to keep such money to fully offset any money owed to it by the Client under clause 60.
62. Termination shall not affect the rights of obligations of the parties accrued under the Contract prior to termination, save for the provision that the Client shall not be entitled to rely upon any information, guidance or document issued by the Company prior to termination once termination has occurred – and nor shall the Client be able to rely upon such information, guidance or document if it has not made payment in accordance with the provisions of this contract.
Complaints & Regulation
63. In the event you are unhappy with the Services provided by the Company, you can complain by telephone: 0208 308 1308 or by writing to CommShare Ltd, 16 Hatherley Road, Sidcup, Kent, DA14 4BG. The Company aims to resolve complaints quickly and fairly.
64. You can ask for a copy of the Company’s Complaint Handling Procedures anytime.
65. If the Company is unable to settle your complaint satisfactorily, you may be entitled to refer it to the Financial Ombudsman Service (‘FOS’). The FOS can sort out individual complaints that clients and financial services businesses can’t resolve themselves. You can contact the FOS using the details provided below:
Address: Exchange Tower, London, E14 9SR
Telephone: 0800 023 4567 or 0300 123 9123 (mobile)
Website: www.financial-ombudsman.org.uk
66. Financial Services Compensation Scheme: The Company is covered by the Financial Services Compensation Scheme (‘FSCS’). The FSCS can pay compensation to consumers if they are eligible and a regulated firm is unable to pay claims against it. A consumer may be entitled to compensation from this scheme if a company cannot meet its obligations. This depends on the type of business and the circumstances of the claim. For investments, most retail customers (which includes private individuals and some small businesses) are covered up to a maximum of £85,000. For further information on the conditions governing compensation and details on how to apply, please refer to the FSCS at: www.fscs.org.uk.
67. General Data Protection Regulation (‘GDPR’): GDPR (as updated) came into effect on 25 May 2018. Please refer to the Company’s Privacy Notice which provides further information regarding the information the Company collects from clients and how the Company stores and processes such data.
Warranties and Liability
68. The obligations outlined between (and including) clauses 39 and 44 are subject to the following conditions:
68.1. The Company shall be under no liability in respect of any defect in the service arising from any information provided by the Client or a third party instructed by the Client.
68.2. The Company shall be under no liability where the Client has failed to disclose any relevant facts or information.
68.3. The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if any payment for the services provided by the Company has not been paid by the due date for the payment.
69. Subject to where expressly provided in these Terms, and except where the services are provided to a person identified as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
70. Where the services are provided to a consumer (as defined by the Consumer Rights Act 2015), the statutory rights of the Client are not affected by these Terms.
71. Any claim by the Client which is based on any defect in the services provided by the Company shall be notified to the Company in writing within fourteen days of the date of the defect or failure or the date the Client became aware of the defect, if later. Suppose the Client does not notify the Company accordingly. In that case, the Company shall have no liability for such defect or failure, and the Client shall be bound to pay the Company’s fees in accordance with clauses outlined between (and including) clause 45 to clause 48.
72. Except in respect of death or personal injury caused by the Company’s gross negligence or any liability imposed on the Company by Part I of the Consumer Protection Act 1987 or for fraud, the Company shall not be liable to the Client by reason of any representation, or implied warranty, condition or other term, or any duty at common law, or under the express Terms of this contract, for any Consequential Loss whether caused by the negligence of the Company, its employees, subcontractors, agents or otherwise, which arise out of or in connection with the provision of the services.
73. The Company shall not be liable to the Client or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the services, if the delay of failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Company’s reasonable control shall include an Act of God, explosion, flood, tempest, fire, accident, war or threat of war, acts of terrorism, sabotage, insurrection, civil disturbance, requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving the personnel of the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts of machinery, power failure or breakdown of machinery.
74. Except in respect of death or personal injury caused by the Company’s gross negligence or any liability imposed on the Company by Part I of the Consumer Protection Act 1987 or for fraud, the Company’s total liability for any once claim of for the total of all claims arising from any one act or omission of the Company shall not exceed the sum of monies paid to the Company by the Client.
75. The Company cannot be held liable for the suitability of any product, service or advice the Client has previously received from another company.
Insolvency of the Client
76. Without prejudice to the other rights or remedy available to the Company, the Company shall be entitled to terminate the Contract or suspend any further work under the Contract without any liability to the Client, and if the services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if any of the following conditions are met:
76.1. If the Client i) makes any voluntary arrangement with their creditors; ii) becomes subject to an administration order; iii) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction); or
76.2. If an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
76.3. If the Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Client and the Company notifies the Client accordingly.
Notices
77. Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party to the Terms at its registered office or principal place of business, or place of residence, or any such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
78. A notice given under this agreement shall:
78.1. Be in writing in the English language (or be accompanied by a properly prepared translation into English).
78.2. Be sent for the attention of the relevant person.
78.3. Be i) delivered personally; ii) delivered by commercial courier; iii) sent by pre-paid United Kingdom post or recorded delivery or by airmail or other overseas courier service (provided by way of a ‘signed for’ service); or iv) sent by email to a relevant email address notified previously by the relevant party to the other party in these Terms.
79. If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:
79.1. If delivered personally, at the time of delivery.
79.2. If delivered by commercial courier or airmail at the time of signature of the delivery receipt.
79.3. If sent by pre-paid United Kingdom first-class post to an address in the United Kingdom or recorded delivery 48 hours after it was posted; or
79.4. If sent or supplied by electronic means, one hour after the notice was sent or supplied unless the deemed receipt is not within business hours (meaning 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), and will instead be deemed to be received during business hours on the next business day, which is not a public holiday in the place of receipt.
Confidential Information
80. Both Parties to these Terms undertake not to share any confidential information disclosed by the other without first obtaining the written express consent of the other party.
81. Both Parties to these Terms undertake to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party except to its employees and professional advisers who need to know the same, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clauses 80 and 81.
82. The undertakings in clauses 80 and 81 apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded, but they do not apply to:
83. Any information which is or in future comes into the public domain (unless because of the breach of this contract); or
84. Any information which is already known to either party and which was not subject to any obligation of confidence before it was disclosed to the other party.
85. Nothing in these Terms will prevent either party to these Terms from making any disclosure of the Confidential Information required by law or by any relevant and competent authority.
86. Both parties to these Terms will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the recipient party and will not retain any copies or records of the Confidential Information disclosed by the other party.
87. Neither these Terms nor the supply of any information grants either party to these Terms any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the purpose of the contract.
88. The undertakings in clauses 80 and 81 will continue in force indefinitely, even after termination of the Contract.
Right of Set-Off
89. The Client shall not be entitled to deduct or set off any amount claimed by the Client from the Company or against any amount due from the Client to the Company under these Terms or otherwise. All amounts due from the Client to the Company under these Terms shall be paid promptly and without any demand, deduction, set-off or counterclaim whatsoever.
Third-Party Rights
90. For the Contracts (Rights of Third Parties) Act 1999, these Conditions do not and are not intended to give any rights or any right to enforce any of its provisions to anyone who is not a party to it.
Assignment
91. The Client shall not be entitled to assign or transfer any right or obligation under these Terms to any person, persons or legal entity without the prior written consent of the Company.
92. The Company shall be entitled to assign or transfer its rights and obligations under these Terms to any other person, persons or legal entity without the prior written consent of the Client.
Waiver
93. No waiver by the Company in respect of any breach by the Client of these Conditions shall operate as a waiver for any subsequent breach.
Severance
94. Each of the provisions of these Terms operates separately. Suppose any court or relevant authority decides that any of these provisons are unlawful, invalid or unenforceable in whole or in part. In that case, the remaining provisions will remain in full force and effect.
Law and Jurisdiction
95. In agreeing to these Terms, the Client agrees to submit to the exclusive jurisdiction of the law of England and Wales (English Courts) to settle any dispute or claim arising out of or in connection with these Terms – or its subject matter or formation – except where by law, any such dispute or claim must be brought in the jurisdiction in which the Client is domiciled, or where the relevant law contains mandatory provisions which override such exclusive jurisdiction.
Entire Agreement
96. These Terms contain the entire agreement and understanding of the parties to the Terms and supersede all prior agreements and understandings, whether written or oral and all prior dealings between the parties to these Terms with respect to the subject matter of these Terms.
