Saol Capital | Terms of Business

Introduction

These Terms of Business Statement (“Terms”) set out the general terms under which our firm Long Strand Limited trading as Saol Capital (“Saol Capital”) will provide business services to you and the respective duties and responsibilities of both the firm and you in relation to such services.

This document relates to activities that are regulated by the Central Bank of Ireland. For activities that are not regulated by the Central Bank of Ireland (e.g. Financial Planning) you will be provided with a separate Letter of Engagement where relevant. Please read these Terms carefully and if you have any queries, we will be happy to clarify them.

These Terms apply to our relationship and services generally;

• where additional and specific terms apply to a particular financial product you should consider these carefully before proceeding.
• Where there is any inconsistency between these Terms and such specific terms and conditions relating to a particular financial product the provisions of those specific terms and conditions will apply.
• Please note that these Terms include the Investor Profile, Application Form, Portfolio Recommendation and ancillary documentation.

Effective Date of Terms of Business

These terms of business are valid from  December 2021 until further notice.

Scope

These Terms apply to the Advisory Service, and other services, if any, which we provide to you as set out in these Terms.

Name, Address and Contact Details

Saol Capital has its offices at City Quarter, Lapp’s Quay, Cork, T12 Y3ET, Ireland.

Tel: +353 (0)21 424 4100, Email: info@saolcapital.ie , Web: www.saolcapital.ie

Regulatory Status

Long Strand Ltd trading as Saol Capital is regulated by the Central Bank of Ireland as an Investment Intermediary under Section 10 of the Investment Intermediaries Act, 1995 (as amended) (“IIA”). We are also registered as an insurance distribution intermediary under the European Union (Insurance Distribution) Regulations, 2018. Saol Capital is also registered as a service provider holding appointments from IIA product producers, including intermediaries that may issue appointments, appearing in the register maintained under Section 31 of the Investment Intermediaries Act, 1995 (as amended). Copies of the official statements of Saol Capital’s status are available on request.

Saol Capital’s Central Bank of Ireland Reference Number is C447045, and we are included in the Central Bank of Ireland’s Financial Services Register. This may be verified by searching the register on its website using the (current) link: http://registers.centralbank.ie/FirmSearchPage.aspx.

Codes of Conduct

Central Bank We comply with the Central Bank of Ireland’s Consumer Protection Code, Minimum Competency Code and Fitness and Probity Standards. These Codes offer protection to consumers and can be found on the Central Bank website at www.centralbank.ie.

Financial Planning Standards Board (FPSB) – CERTIFIED FINANCIAL PLANNER (CFP©) professionals are subject to a Code of Ethics and Professional Conduct of the FPSB in Ireland. The code can be found on the FPSB website www.fpsb.ie. Mark Power, Managing Director of Saol Capital is a CFP.

The Society of Trust and Estate Practitioners (STEP) – As a trust and estate planning professional and member of STEP we are subject to their code of professional code. The code can be found on their website www.step.org/professional-standards/codes-professional-conduct.

Investor Compensation Scheme

The Investor Compensation Act, 1998 provides for the establishment of a compensation scheme operated by the Investor Compensation Company Limited (ICCL) and for the payment of compensation to clients that are deemed to be ‘eligible investors’ in the event of the failure of a member firm. Saol Capital is a member of this compensation scheme. The amount of compensation that you may receive under the compensation scheme is 90% of the net amount you have lost or €20,000; whichever is less. Full details of the Investor Compensation Scheme are available on www.investorcompensation.ie

Services

Saol Capital is authorised to advise on and arrange and receive and transmit orders in investment and life assurance/protection products from Product Producers with whom we have appointments. Saol Capital conducts broad based market research on your behalf to identify and assess the suitability of the products on offer to meet your current needs.

The financial products Saol Capital is authorised to advise on and arrange are:

• Units or shares in collective investment schemes including unit trusts and UCITS,
• Shares or bonds that are listed on a stock exchange.
• Life Assurance Policies (i.e., any product underwritten by a Life Insurance Undertaking)
• Personal retirement savings accounts

These include life assurance and other protection policies, pension products (including small self-administered pension schemes), and savings and investment life assurance policies.

Suitability of advice

We have a duty to take reasonable care when determining the suitability of the service and in advising clients based on information that has been disclosed to us by them. We will consider the suitability of the investments recommended by us based on the information you provide to us in the Investor Profile, Application Form or related documentation and reflected by your agreement to the Portfolio Recommendation. For Clients availing of Saol Capital’s Advisory Services we will assess the suitability of these investments (including those in pensions) on an ongoing basis. We will consider the suitability of life assurance, income protection, serious illness, other protection products and mortgage and deposit products recommended by us based on the information you provide to us in the Investor Profile, application forms or related documentation and correspondence.

What our services include

Initial service

Our initial service typically includes the following:

• Help you identify what you want to achieve, in the short and long term.
• Carry out a comprehensive analysis of your existing finances, including all your savings, pensions, investments, personal protection, and tax planning arrangements.
• Forecast your wealth over your lifetime to identify issues over the long term.
• Stress-test your situation, looking at scenarios such as serious illness, death, loss of income and poor investment performance.
• Present our recommendations and draft action plan to you, identify any obstacles, and discuss them with you. We will make revisions as needed, until we are all agreed.
• Liaise with your other professional advisers as required.
• Help you complete any paperwork and submit it to third parties as required.
• Follow everything through to completion and keep you up to date with our progress.

Ongoing Service

Our ongoing service is optional, and typically includes the following:

• Meet with you at least annually with the aim of helping you to achieve the personal objectives you have set.
• Review your long-term financial plan with you at least every year, including updating your goals and objectives.
• Regularly identify where you might want to make changes to your financial plan. Make use of ongoing tax planning opportunities.
• Recommend changes to your savings and investment strategy where required.
• Assess your investment performance against the targeted rate of return. Ensure your portfolio is rebalanced and maintained as required to ensure it remains appropriate.
• Let you know about any changes in legislation that may affect you. Be on hand for all calls, discussions, and correspondence to update each other on any changes or to ask questions.
• Review your contingency plans and recommend changes as needed. Stay in touch with updates, news and invitations that may interest you.
• Liaise with your other professional advisers as needed.

You have unlimited access to our advice and support on any financial issues. Regular contact is necessary for successful financial planning to make an impact on your life.

Provision of Service

Services may be provided by Saol Capital on either a fair analysis or on a limited analysis basis.

Fair Analysis of the Market:

According to the Consumer Protection Code, 2012, a “fair analysis” of the market means providing services on the basis of a sufficiently large number of contracts and product producers available on the market to enable the intermediary (i.e., Saol Capital) to make a recommendation in accordance with professional criteria regarding which contract would be adequate to meet the consumer’s needs.

Limited Analysis of the Market:

According to the Consumer Protection Code, 2012, a “limited analysis” of the market means providing services on the basis of a limited number of contracts and product producers available on the market, i.e., while not tied to one product producer the services are not provided on the basis of a fair analysis of the market. The Insurance Distribution Directive requires Saol Capital to also disclose whether we are giving advice on the basis of a “fair and personal analysis.”

(a) Life Assurance, Mortgage Protection, Serious Illness, Income Protection and Other “Protection” Products (the “protection market”).

Saol Capital obtains pricing and other relevant data, using a third-party service provider which enables us to analyse and identify the most suitable product for each client, taking account of cost and other pertinent considerations.

We obtain such data currently in respect of the following insurance companies:

· Irish Life · Royal London · Zurich

Saol Capital has an agency appointment in place with all these firms. Saol Capital considers itself to be offering a fair analysis of the “protection market” as it accesses benchmarking information for all the major insurance companies that offer protection products to Irish consumers. Saol Capital considers itself to give advice on the basis of a fair and personal analysis as we have a sufficient number of agency appointments in place and because the advice is tailored to each client and their needs.

(b) Investment, Savings and Pension Products

Saol Capital assesses the broad global investment market and accesses information from a variety of sources including:

• A paid subscription service from Morningstar, Inc.
• Research reports provided by various providers.
• Academic and industry research in relation to economics and financial markets.
• Seminars.

We currently have agency appointments with the following investment firms and life assurance companies:

· Davy Select · Irish Life · Interactive Brokers · Standard Life · Zurich · Royal London

Saol Capital considers itself to be offering a fair analysis of the investment, savings and pension market due to the broad range of firms with which it has appointments. Additionally, many of these firms have an extensive range of investment and pension products, covering a broad range of asset classes, investment styles and geographical coverage and which we consider sufficient to serve our clients’ needs. For insurance related products Saol Capital considers itself to give advice on the basis of a fair and personal analysis as we have a sufficient number of agency appointments in place and because the advice is tailored to each client and their needs.

Advisory service

As part of our Advisory Service, you appoint us to provide you with investment advice and, where you instruct us, to carry out transactions instructed by you. Following the completion of your Investor Profile and any relevant Application Forms we may contact you from time to time to bring suitable investment opportunities to your attention; however, we are not under any obligation to do so. We may offer you advice on investments where a strategy has been recommended to you in the Portfolio Recommendation. In all circumstances, you will make the final investment decision, whether we have given you investment advice or not, and you will instruct us accordingly. Where you do not follow our advice or do not follow our advice in a timely fashion, we do not take any responsibility for the outcome. Saol Capital only accepts instructions from clients in respect of investment recommendations by email or written instruction. Saol Capital does not accept any liability for emails or written instructions that are not received, irrespective of fault. We do not accept instructions over the phone in any circumstances. We will assume that no specific restrictions apply in providing you with recommendations unless:

• You have notified us of such restrictions on your Investor Profile; or
• You have provided us with written confirmation of restrictions that must be applied to your investments, and we have acknowledged that request.

Remuneration & Fees

How we calculate our fees

We calculate our proposed fees based on the complexity of your circumstances, the scope of the advice proposed, and the anticipated time cost of providing you with the service you need on an initial and ongoing basis. In estimating the time costs, we refer to our hourly charges, which are:

• Financial planning: €300 +VAT
• Research and technical support: €150 + VAT
• Administrative Support: €100+VAT

We do not categorise our clients or offer ‘off the shelf’ services. Instead, the scope of advice can be tailored to suit - ranging from a light-touch to a more intensive service.

Financial Planning Fees

Financial planning is a core service we offer to clients. We will prepare an initial financial plan that will recommend suitable arrangements to meet your long-term financial goals. The report will include a statement of your objectives, a statement of our understanding of your attitude to investment risk, an assessment of your existing arrangements and recommendations for any changes that we think necessary in pursuit of your objectives.

Financial Planning fees are calculated on the basis of the time spent on the plan and the charging rate depends upon the complexity of the task and the seniority, qualifications, knowledge, and experience of the individual advising or assisting you. Before commencing work, you will be notified of the estimated level of fees in your case.

Initial fees

• €1,500 +Vat for our full financial plan (this is treated as a business expense by clients).
• Project work – agreed on a case-by-case basis at a rate of €300 per hour +Vat.
• No commissions, no implementation fees, no other hidden charges.

Initial fees can be paid by cheque or transfer from your bank account or can often be taken directly from a pension or investment portfolio. We cannot accept cash payments.

When our initial fees become due

Fees are due when our financial report has been received by you. Where you intend to pay by bank transfer, we ask for payment within 30 days. Where you intend to pay out of transferred investment or pension funds, our fee will be deducted when the transfer has finalised. If our fees are not paid when they fall due, we have the right to suspend our services and to retain any of your documents until the fee has been paid.

Optional Services

Funding your childs education - €250+VAT per child

Funding an AVC Pension - €595+VAT

Review of International Pension - €1000+VAT

Gifting to children - €500+VAT

Irish Estate Plan - €1000+VAT

(including inheritance tax planning, advice on wills and powers of attorney)

Family Partnerships - €1,500+VAT 

Ongoing Advice & Service

Each client can choose to pay for our ongoing service via their investments (AUI) or a fixed fee.

• 0.50% – Ongoing charge for advice, up to €1.5m, reduced fees above that on a case-by-case basis. Annual assets under instruction (“AUI”) fees will be deducted from your portfolio twice yearly for those clients with a platform account.

or

• Annual Fixed Fee - A client with assets above €1.5m may choose to pay via a fixed fee arrangement. The fee is discussed and agreed with clients on a case-by-case basis, depending on the level of complexity, risk, and the amount of funds. Our minimum fee is set at €5,000+VAT. Fixed fees will be paid by monthly standing order from your bank account or taken directly from a pension or investment portfolio.

Default

If you default in paying any amount when due, interest will be payable by you at 5% over EURIBOR on any outstanding balances, calculated daily. In addition to paying any commission and charges due to us you will reimburse us for any costs and expenses which we may incur which are directly attributable to you. These charges may include, without limitation, the costs of providing information to third parties, valuations, or our involvement in legal proceedings brought by or against you. For consulting services which are billed on a time basis we will confirm with you in advance the proposed charge-out rate or provide you with a Terms of Engagement.

Commission

We do not receive or are paid a commission for a new investment or pension plan we arrange.

In certain instances, commissions are paid to Saol Capital by the product producer which cannot be waived particularly for life insurance (including life cover, serious illness etc). In such cases we will either rebate you the commissions received by Saol Capital from the life assurance company on receipt or that is not possible, we will retain the commission, put it towards your annual fee and will tell you how much it comes to every year. If it is higher than our annual fee, we will refund you the difference.

Saol Capital discloses to clients the specific charge and/or commission structure that is proposed for their account or transaction in advance of any transaction. These vary from provider to provider, particularly for life assurance companies, and may be subject to change on a regular basis.

Please refer to the Commission Summary Document and our Schedule of Charges documents in the Important documents section of our website for more detailed information.

Transparent Account charges

For relevant investment portfolios from 1 December 2021 Saol Capital will also include in its Statement of Suitability Recommendation an estimation of the total ongoing charges figure (OCF) levied against the portfolio, separately analysed as follows:

• Saol Capital’s initial charges
• Saol Capital’s Annual charges
• Platform charges
• Fund Manager charges
• Any other ancillary charges relating to the investment.

 

You will be responsible for all third party charges relating to holding or transacting your investments including, but not limited to, any stamp and other duties, taxes of whatsoever nature, impositions and fiscal charges (in each case wherever in the world imposed), brokerage clearing and settlement fees, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us on your behalf; and any applicable value added tax or similar charge.

On account closure, the annual ongoing fee and/or annual fixed fee will be adjusted pro-rata based on the average daily value of the assets in the portfolio during the period and applied prior to closure.

Opening an account with Saol Capital

Prior to engaging Saol Capital’s Advisory Service for investments and/or opening an account with us, you will be required to complete an Investor Profile, any relevant Application Forms and additional documentation where required. We are also required to comply with Anti Money Laundering legislation (see below). We may need to request additional information from you at any time to meet our legal and regulatory obligations. If you do not provide the information we require, we will not be in a position to continue operating your account and we reserve the right to close your account. We reserve the right at all times and in our absolute discretion not to open an account. You must inform us immediately if any of your personal details subsequently change. Any such changes must be communicated to us in writing.

Anti-Money Laundering Compliance

 We are required to have procedures in place to establish both your identity and permanent address and you will be asked to provide us with various documents before your account can be established. In appropriate circumstances this may include Trust Deeds, Certificates of Incorporation, or any such document we may require. We may require you from time to time to provide updated documentation.

Investor Profile and Application Forms

We are required to obtain as much investment related information from you as is necessary to ensure that we can provide you with suitable investment advice. We will collect this information by asking you to complete an Investor Profile and Application Forms. We may not be in a position to provide you with suitable advice if the Investor Profile is not fully or correctly completed. Saol Capital will not be liable for any investment recommendations that are subsequently found to be unsuitable if you do not provide us with complete and/or accurate information. Please be advised that, at all times, you should provide true and complete information in relation to any application form completed by you and/or by us at your request. Failure to provide true and complete information may render the contract you have entered into with Saol Capital void.

Portfolio Recommendation

We will use the information you provide to us in the Investor Profile and Application Forms to prepare a Portfolio Recommendation for you. The Portfolio Recommendation sets out our understanding of your investment requirements and your attitude to risk. It serves to outline the key information upon which we will base our investment advice to you and details certain risks relating to the investments that we may recommend to you. You must carefully review all aspects of the Portfolio Recommendation and we will require you to confirm, in writing, that you accept it and that it accurately reflects your requirements and your risk tolerance. The Portfolio Recommendation forms the agreed basis upon which we will provide you with advice. In the event of any inconsistency between the Portfolio Recommendation and other documentation, the Portfolio Recommendation will prevail. The Portfolio Recommendation will reflect the target risk profile as per the Investor Profile, but you will always have the opportunity at your discretion to over-ride or vary the actual risk profile once provided in writing. However, over time, because of fluctuations in value of the different investments in your portfolio there may be material deviation between your target risk profile and your actual risk profile. We will not be in breach of the Portfolio Recommendation because of these deviations. We will review your risk profile at least annually and we may make recommendations to you that would result in it changing, either to restore your initial risk profile or otherwise. However, we will not seek to actively rebalance your portfolio. Your Portfolio Reports will show your current breakdown of investments; we will assume that you believe that it is suitable to you in your current circumstances unless you advise us otherwise in writing.

Periodic Assessment of Suitability: Insurance Based Investments Products (IBIP) and other Investment Instruments (MiFID)

Ongoing suitability assessments will form part of the service to clients who hold investment products – whether they be MiFID investment products or IBIPs. We will provide you, on an annual basis, with a client report summarising how the product continues to meet your investment needs and objectives and your risk profile, or not, as the case may be determined.

Review of Accounts

Annual Review of Accounts

We hope to meet with clients at least annually to discuss changes in the client’s investment objectives, risk tolerance and changes to or new reasonable restrictions on the management of their investments. Clients are asked to either meet in person or by telephone or online conference at which time their financial situation, condition, or investment objectives or goals are reviewed.

Client Custodial Statements

Each Client with an Advisory Account receives an account statement from the custodian on at least an annual basis. The statement provides detailed information including transactions, fee debits, securities position, cash balances, and other activity during the period.

Rebalancing

Generally, our third-party investment managers rebalance their ETFs and/or Investment Funds on a quarterly basis. The primary goal is to ensure that the market value of the investments in each asset class remains closely aligned with the percentage of the total market value of the entire client account as determined by the asset allocation model or parameters selected by the client, within a reasonable tolerance level.

Changes To Your Information

It is your responsibility to notify us of any changes to your personal details. We may require that any notifications be in writing and contain your original signature. In the event that any of the information in your Investor Profile, Portfolio Recommendation, or related documentation changes (e.g., you experience a change in your personal circumstances, your risk appetite has changed or otherwise) you must advise us of this as soon as practicable such that Saol Capital can ensure that your portfolio and its constituent investments remain suitable to your needs. Fundamental changes to your Investor Profile, such as a material alteration of your investment risk profile, may result in Saol Capital issuing you with a revised Portfolio Recommendation which will be subject to the same review and acceptance criteria as detailed above. However, less fundamental changes may not result in a revised Portfolio Recommendation and your instruction to Saol Capital to complete transactions will be deemed to confirm your agreement to proceed on the basis of the revised parameters.

 

Disclosure obligations

You are responsible for ensuring that all applicable legal, tax or regulatory requirements for disclosure or reporting as to holding, control, beneficial ownership or the granting of security are met in respect of any assets or liabilities held in your Investment Portfolio.

Suitability of advice

We have a duty to take reasonable care when determining the suitability of the service and in advising clients generally based on information that has been disclosed to us by them. We will consider the suitability of the investments recommended by us based on the information you provide to us in the Investor Profile, Application Form or related documentation and reflected by your agreement to the Portfolio Recommendation. For Clients availing of Saol Capital’s Advisory Services we will assess the suitability of these investments (including those in pensions) on an ongoing basis. We will consider the suitability of life assurance, income protection, serious illness, other protection products recommended by us based on the information you provide to us in the Investor Profile, application forms or related documentation and correspondence.

Sustainability

When providing Investment advice and Insurance based Investment advice, we will consider the adverse impacts of investment decisions on sustainability factors. As part of our research and assessment of products, we will examine the Product Providers literature to compare financial products and to make informed investment decisions about ESG products. We will always act in the client’s best interests and keep clients informed accordingly. The consideration of sustainability risks can impact on the returns of financial products.

Conflicts of Interest

Saol Capital has a written conflicts of interest policy and operates in accordance with this as follows:

General Principles

It is Saol Capital’s policy to try to avoid any conflict of interest when providing services to its clients. However, as Saol Capital offers a wide range of financial services it is possible that potential, perceived or actual conflicts may arise over time.

Saol Capital and its employees are obliged to act at all times in the client’s/consumer’s best interests irrespective of whether any products or services offered to the client generate an income for Saol Capital. The receipt of commissions from product producers can potentially create conflicts for staff as can remuneration arrangements which distribute a share of commissions or fees received by Saol Capital to employees.

How Employees Should Act

Saol Capital’s employees are required to act impartially and in in the client’s best interest and address any conflict of interest before making a recommendation to clients on products including:

• Life Assurance/Protection Products
• Investment/Pension Products

Saol Capital’s employees are required to offer the best and most suitable solution to the client (whether that is a combination of lowest cost, superior cover/benefits, superior service, etc.) irrespective of the remuneration structure in place with the particular product producer (which can vary from one to the next). Employees are allowed to place business with the product producer with the best commission structure only if its product is at least as good as the next best product in the market (which, as before, can be a combination of lowest cost, superior cover/benefits, superior service, etc.).

Employees’ Remuneration Structures

Saol Capital’s employees are paid substantially on the basis of fixed rather than variable remuneration (e.g. commission share or sales targets) which mitigates against the risk of such conflicts arising. As a result, Saol Capital’s remuneration arrangements with employees in respect of providing, arranging, or recommending a product or service to a consumer, are not structured in such a way as to have the potential to impair Saol Capital’s obligations to act in the best interests of clients and to satisfy the suitability requirements. Saol Capital does not permit any of its officers or employees to offer, give, solicit, or accept any gifts or rewards (monetary or otherwise) that are likely to conflict with any duties of the recipient in relation to his or her activities in the regulated entity.

Under the Central Bank’s Consumer Protection Code, Saol Capital is precluded from accepting free hospitality such as golf trips and tickets to sporting events from product providers. However, it may receive non-monetary benefits from them such as attendance at seminars or assistance with advertising/branding. If employees have any doubts about such matters or whether a gift or reward might be deemed to create a conflict, they are required to refer the matter to a director of Saol Capital.

Commissions and Soft Commissions

While Saol Capital does receive commissions from certain product producers (life cover, income protection, serious illness, section 72 policies) depending on the nature of the product it does not have any arrangements in place with product producers which incentivise the placement of business with a particular product producer over another i.e., minimum targets or volume-based incentives.

Complaints Procedure

Saol Capital is committed to providing you with a consistently high-quality service. If you feel that Saol Capital has failed to live up to this, we have a written complaints procedure for the effective handling of complaints. Any complaint should be emailed to info@saolcapital.ie . The complaints procedure is included in Saol Capital’s overall Procedures Manual and is as follows:

• Saol Capital will acknowledge each complaint in writing within five business days of the complaint being received;
• Saol Capital will provide the complainant with the name of one or more individuals to be complainant’s point of contact in relation to the complaint until the complaint is resolved or cannot be processed any further;

3 While the complaint is ongoing, Saol Capital will provide the complainant with a regular written update on the progress of the investigation of the complaint at intervals not greater than twenty business days, starting from the date on which the complaint was made;

• Saol Capital will attempt to resolve the complaint within forty business days of having received the complaint;
• Where the forty business days have elapsed and the complaint is not resolved, Saol Capital will inform the complainant of:

• (a) The anticipated timeframe within which Saol Capital hopes to resolve the complaint;
• (b) The complainant’s right to refer the matter to the Financial Services and Pensions Ombudsman (where relevant) and the contact details of the Financial Services and Pensions Ombudsman are listed below.

6.Within 5 business days of the completion of the investigation, Saol Capital will advise the complainant on paper or on another durable medium of:

(a) The outcome of the investigation;

(b) Where applicable, the terms of any offer or settlement being made;

(c) That the complainant can refer the matter to the Financial Services and Pensions Ombudsman; and

(d) The contact details of the Financial Services and Pensions Ombudsman.

• The above procedures need not apply where the complaint has been resolved to the satisfaction of the complainant within five business days of receipt of the complaint and a record of such complaint and its resolution is maintained by Saol Capital.
• If you are not satisfied with the outcome, the complainant is entitled to refer the matter to the Office of the Financial Services and Pensions Ombudsman (01-5677000 or info@fspo.ie). A full copy of our Complaints Procedure is available to you if you wish to view it.

Risk Warnings and Important Notices

All forms of investment involve some degree of risk. You should remember that the value of investments may fall as well as rise. Past performance may not be a reliable guide to future performance. Please note that your capital may be at risk and that you may not receive back the amount of your original investment.

The Risk Disclosure Statement and Portfolio Recommendation cannot disclose all the risks and significant aspects of investing and you should not make an investment or avail of Saol Capital’s Advisory Service unless you have satisfied yourself that you understand the nature of the investments or service and the extent of your exposure to risk. If you are in any doubt, you should obtain additional independent professional advice (including inter alia legal, financial and tax advice) suitable to your own individual circumstances, before making an investment decision. You should be aware that there are risks associated with all investments and you should not rely on Saol Capital to advise you of all such risks.

General Risks Applicable to Investment Accounts

Investment information

Some Financial Instruments may have additional explanatory documentation available such as a Prospectus, Offering Memorandum or Key Information Document. It is important that you request a copy of any such documentation from us and read and understand this information prior to making any decision to invest. You acknowledge that such documentation is available on request. Saol Capital bears no responsibility for delays in executing transactions where such delays are caused by the furnishing of such documentation to you.

Asset Allocation and Rebalancing Risk

The risk that an Advisory Account’s assets may be out of balance with the target allocation. Any rebalancing of such assets may be infrequent and limited by several factors and, even if achieved, may have an adverse effect on the performance of the Advisory Account’s assets.

Market/Volatility Risk

The risk that the value of the assets in which an Advisory Account invests may decrease (potentially dramatically) in response to the prospects of individual companies, particular industry sectors or governments, changes in interest rates and national and international political and economic events due to increasingly interconnected global economies and financial markets.

Equity Risk

The value of common stocks/ordinary shares of may be affected by factors specific to the issuer, the issuer’s industry, and the risk that stock prices historically rise and fall in periodic cycles.

ETF Risk

ETFs may fail to accurately track the market segment or index that underlies their investment objective. Moreover, ETFs are subject to the following risks that do not apply to conventional funds: (i) the market price of the ETF’s shares may trade at a premium or a discount to their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged.

Index/Tracking Error Risks

The performance of an Advisory Account that tracks an index may not match, and may vary substantially from, the index for any period of time and may be negatively impacted by any errors in the index, including because of an Advisory Account’s inability to invest in certain securities as a result of legal and compliance restrictions, regulatory limits or other restrictions applicable to the Advisory Account.

Fixed Income Securities Risk

Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and to price volatility.

Interest Rate Risk

Interest rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by an Advisory Account. Interest rate risk includes the risk of loss because of the decrease in the value of fixed income securities due to interest rate increases. Long-term fixed income securities will normally have more price volatility because of interest rate risk than short-term fixed income securities. Risks associated with changing interest rates may have unpredictable effects on the markets and Advisory Accounts.

Counterparty Risk

An Advisory Account may be exposed to the credit risk of counterparties with which, or the brokers, dealers, custodians, and exchanges through which, it engages in transactions.

Foreign currency

Certain investments are denominated in Foreign Currencies. The value of such investments will be impacted by exchange rate movements between the Euro and the Foreign Currency in which the investment(s) are denominated. Other investments may be denominated in Euro but will have an underlying exposure to Foreign Currencies. The value of such investments will be impacted by exchange rate movements between the Euro and Foreign Currencies.

Cybersecurity Risk

The risk of actual and attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption, and reputation harm. Although Saol Capital takes protective measures and endeavours to modify them as circumstances warrant, its computer systems, software, and networks may be vulnerable to unauthorized access, misuse, computer viruses or other malicious code and other events that could have a security impact.

Account Operation

You have authorised us to accept instructions relating to your account as advised on your Investor Profile and Application Form. Should you so wish to empower anyone beyond the scope of these arrangements, you should contact your solicitor and arrange to sign a Power of Attorney.

Where your account consists of more than one person, e.g., joint accounts, trustees, personal representatives, etc.:

• You will be jointly and severally liable for the payment of all sums owing to Saol Capital or its agents and for the performance of all obligations undertaken by you or on your behalf pursuant to this Agreement.
• We will act upon instructions as authorised by you in Investor Profile.
• In the event of the death of any of you, this agreement will remain binding on the survivor(s) of you and upon the successors of the deceased party(ies). Unless joint account holders otherwise instruct us in writing, on the death of anyone of you, any assets we are holding will, following the registration of death, pass to the survivor(s).
• Where you are trustees of a trust or personal representatives of an estate, you undertake to give us notice forthwith of any change in the trustees or personal representatives. You confirm that you have taken legal advice and are satisfied that the trustees/personal representatives have all the necessary powers to enter into the arrangements contemplated by this agreement.
• Where you are personal representatives of an estate, this Agreement will continue in force with you in your capacity as trustee(s), following completion of the administration of the estate.

Joint Accounts

If we are advised of a dispute between joint account holders, we may cease to permit operation of the joint account until we receive new written signing instructions from the joint account holders. However, we are not obliged to do this and may, notwithstanding any dispute, continue to rely on the existing arrangements for operating the account including signing instructions unless and until we decide to cease to permit operation of the joint account pending receipt of new instructions from the joint account holders.

Taxation

You confirm that your residence for tax purposes is as set out in the Investor Profile, or as otherwise advised to us by you and recorded in our books. Should this be incorrect you will notify us and provide all necessary information. You may be required to complete and return forms required by tax authorities in order to receive a reduction in withholding tax, or any such other qualifying form of taxation. You agree that we will not be liable to you for any over deduction of tax, or for the reclamation of such tax when this is caused by your failure to fully complete and return to us any required documentation.

Saol Capital does not provide tax advice and we recommend that you seek professional tax advice when taking out any financial products or making any investments.

We do not accept any liability whatsoever for any taxation implications that may arise from our services to you.

Taxes and other costs

You will be fully responsible for the payment of all taxes, stamp duties and related costs and registration fees incurred in connection with your Saol Capital Investment Portfolio.

Receipts

Our firm will issue a receipt for each negotiable or non-negotiable instrument or payment received pursuant to Section 30 of the Investment Intermediaries Act 1995 (as amended) and under the Insurance Distribution Regulations 2018.

Handling Clients’ Money

We are not authorised to hold client money and therefore payment for all products must be made directly to the relevant product provider.

Data Protection & Confidentiality

Saol Capital respects your right to privacy and wishes to comply with its obligations under the Data Protection Acts 1988 to 2018, and the EU General Data Protection Regulation GDPR) 2016 (the “Acts”). Any data that you provide to us will be treated in accordance with the requirements of these Acts. We take great care with the information provided; taking steps to keep it secure and to ensure it is used only for legitimate purposes.

The data which you provide to us will be held electronically and in paper files for the purpose of arranging transactions on your behalf. Saol Capital will not disclose your personal data unless the company believes in good faith that either it has your permission to do so or it is required to do so under, inter alia, any applicable law or regulation. We may use information provided for the purpose of:

• Providing the services we have contracted to provide,;
• Debt collection;
• Management purposes;
• Prevention of money laundering, financing of terrorism and fraud, and otherwise complying with our legal and regulatory obligations;
• Providing you with information in relation to our own- and third-party products or services and subject to your right to change your mind in relation to receipt of marketing materials at any time by writing to us at Long Strand Ltd t/a Saol Capital City Quarter, Lapp’s Quay, Cork, T12 Y3ET, Ireland.
• Any other purpose to which you have consented. We may share the information, to the extent necessary for the purposes as set out above with:
• Anyone providing a service to us or acting as our agents, on the understanding that they will keep the information confidential;
• Any (or any proposed) assignee, transferee, or successor in title to the whole or any part of our business relating to the service, and their respective officers, employees, agents, and advisers, provided that any recipient agrees to use your information for the same purposes as it was originally supplied to us and/or used by us;
• Regulatory bodies, tax authorities, law enforcement agencies and other public bodies to whom we are obliged by law to disclose the information;
• Any third party that introduced you to us;
• In the case of a joint account, the other account holder(s) and their respective advisers; and
• Any other party to whom you have agreed we may disclose your information, each of whom may in turn use that information for the above and other purposes which have been disclosed to you.

The use and disclosure of the information may in certain circumstances involve the transfer of information to countries outside Ireland, including countries both within and outside the European Economic Area, and including countries which may not afford the same level of protection to personal data as applies under Irish law. Transfers to other countries will only be carried out

• In accordance with your instructions and/or for purposes to which you have otherwise consented; or
• As otherwise required by law or regulation.

We will use all reasonable endeavours to ensure that any transfer of the information is to a country whose laws offer adequate protection for personal information, or alternatively that the third party to whom the information is transferred provides adequate assurances as to the level of protection which will be given to the information. You agree to notify us without delay in the event of any change in your personal data, to enable us to comply with our obligations to keep your information up to date. Where you provide us with personal data relating to individuals (which for these purposes shall include, without limitation, any directors, employees, agents, officers, spouses, partners and personal representatives of the persons included in the expression ‘Client’), you warrant that you are acting in accordance with the requirements of the Data Protection Act in providing that information to us for the purposes set out in this clause and for such other purposes as have been disclosed to you by us prior to your provision to us of personal data. We do not record telephone calls.

We are obliged to retain client identification and client transaction records of six years from the end of the client relationship or the date of the transaction, respectively. Other information will be retained for no longer than necessary for the purpose for which it was provided to us or as required or permitted for legal, regulatory, fraud prevention and legitimate business purposes.

You have the right to receive a copy of all personal data (within meaning of Data Protection Act) relating to you which is held by us following a written request (for which an administration fee may be charged not exceeding €6.35) and have any inaccuracies in your personal data corrected by writing to us at Saol Capital, City Quarter, Lapp’s Quay, Cork, T12 Y3ET, Ireland. We are entitled to take reasonable steps to establish your identity in relation to any amendment, access or deletion request and may, at our discretion, require proof of identity or other documents.

By signing Saol Capital’s Client Investor Profile and/or any application forms you are authorising Saol Capital to provide any such details if requested.

Termination

You may terminate this agreement at any time by giving us written notice which will be effective on receipt by us. We may terminate these arrangements by giving to you written notice at any time which will be effective five business days from the date of the notice being received by you. However, your attention is drawn to the fact that having given or received notice of termination of our appointment we may exercise discretion to refuse to accept further orders from you after such notice has been given.

The termination of these arrangements will not affect the completion of any orders you may have given us or we may have accepted prior to the notice of termination being given. The termination of these arrangements will not affect any outstanding obligations either of us may owe the other so you must pay us all amounts owing to us.

On ending this relationship, you must immediately pay all sums owing on your accounts with us (including all sums owing to us and any third parties). Fees and charges will be charged up to the date of termination.

Undertaking to comply

You will comply with and fulfil your obligations under these Terms and under any other Terms and Conditions of any investment in respect of which we give you advice or make an investment on your instructions.

 

Indemnification

You hereby agree to indemnify and hold harmless Saol Capital and/or any of its shareholders, subsidiaries, affiliated entities or any person, firm or body corporate under its control or under common control or their respective directors, officers, agents, employees, advisors, representatives or any associated entities (each an “Indemnified Party”) against any losses, liabilities or claims, joint or several, howsoever arising in connection with information or instructions provided by you or your agents, except in the case of such indemnified party’s gross negligence or wilful default.

Power and Authority

You hereby confirm that you have the power for and have taken all necessary action to authorise the execution and delivery of these Terms and the performance of your obligations here under.

Legal Obligation

These Terms constitute your legal, valid and binding obligations and, subject to the principles of equity and the rights of creditors generally, are enforceable in accordance with their terms.

No warranty, representation or guarantee concerning performance

While Saol Capital will always seek to recommend or facilitate investments that are, in the company’s opinion, suitable, we do not provide any guarantee or warranty to you or to any other party regarding the performance of such investments. The market value of any investment may fall as well as rise for numerous reasons, including market conditions existing at the time. Neither Saol Capital nor its affiliates or agents will be responsible for poor performance or for any losses arising on your investments. Please note that your capital may be at risk and that you may not receive back the amount of your original investment.

Exclusion and Limitation of liability

You hereby acknowledge that Saol Capital will not be responsible and will have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue, or goodwill or any indirect or consequential losses, liabilities, claims, expenses, awards, proceedings, and costs, other than where Saol Capital failed to act with due skill, care, and diligence. You also hereby specifically acknowledge that Saol Capital will not be responsible and will have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort or otherwise arising:

• By reason of Saol Capital or its agents relying on any instruction reasonably believed to be authorised by you or on your behalf and we will be under no duty to make an investigation or inquiry as to any statement contained in any such instruction or document and we may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or
• As a result of any act or omission, or of the insolvency, of any eligible custodian or credit institution that may hold your assets; or
• By reason of or in connection with any act or omission by you or any agent of yours. Saol Capital will not be responsible for the tax consequences of any transaction which we may affect for you. However, nothing in these Terms will exclude or restrict any liability which Saol Capital has to you under any applicable law or regulatory requirement, and which cannot be excluded or restricted by agreement by reason of any applicable law or regulatory requirement, and the provisions of these Terms which purport to exclude or restrict any such liability will not apply to the extent that such liability may not be so restricted or excluded. You also acknowledge that each of the acknowledgements made by you in this clause are made for Saol Capital’s benefit and that of its agents and you acknowledge that for such purposes only Saol Capital will be an agent and trustee of each of its agents.

Force Majeure

Under no circumstances whatsoever will we be responsible or liable for any claim, loss, damage, expense, or cost howsoever suffered arising in consequence of any breach, failure to perform or delay in performing any of our obligations to you arising from:

• Any matter outside our control.
• Any breakdown in communications whether between us and you or between us and any exchange or any intermediate broker or other third party through whom we are dealing on your behalf or the failure or defective operation of any computer system.
• Any change of the law, fire, flood, act of Government or State, act of God, war or civil commotion, embargo, terrorism, inability to communicate or delay or corruption in communication with others.
• Failure of any computer dealing or settlement system, interruptions in internet or telephone service; and
• Anything done or omitted to be done by us or the performance or the failure or delay in performance of any of our obligations arising from the absence or inaccuracy of any information provided to us by you or on your behalf or any exchange or any intermediate broker or other third party through whom we are dealing on your behalf.

Your Acknowledgement

Terms of Business & Privacy Statement:

• I acknowledge that I have been provided with a copy of the Terms of Business and Privacy Statement, including schedule of Fees and Charges from Saol Capital, and confirm that I have read and understand them.
• I confirm having read the paragraphs in relation to Data Protection and Direct Marketing (How we Communicate with you) in the Terms of Business, and consent to Saol Capital contacting me relation to the services provided by Long Strand Ltd based on my answers to the ‘How we communicate with you’ questionnaire.
• I confirm consent to Saol Capital passing our details to its associated or partner companies, so that they can provide the services necessary and to contact me in relation to these services.

 

END.