Terms of Service (Business)

These Terms of Service apply from 30 December 2024. These are our business terms, customer terms available separately.

Lightyear U.K. Ltd

Terms of Service (Business)

These Terms of Service apply from 30 December 2024.

Part A: General Terms and Conditions

1. Who We Are

1.1 We are Lightyear U.K. Ltd, a private limited company incorporated in England and Wales (company number 14367910) with its registered address at 256-260 Old Street, London EC1V 9DD, United Kingdom.

1.2 Lightyear U.K. Ltd is authorised and regulated by the Financial Conduct Authority ("FCA") as an investment firm (reference no. 987226).

2. About these Terms and Conditions

2.1 This document (the “Agreement”) together with the Service Fees and any other terms that you and we agree from time to time, create a legally binding agreement between you and Lightyear U.K. Ltd ("we", "us", “our” or "Lightyear").

2.2 We also provide you with other important information which relates to the Services. This includes our Risk Disclosures, Order Execution Policy, Conflicts of Interest Policy and Privacy Policy, as updated from time to time.

2.3 In this Agreement, capitalised words and expressions have the meanings ascribed to them in the Definitions section in Part C.

2.4 This Agreement relates only to the provision of investment services by us to you through the Lightyear App. Any other services will be governed by our other terms as appropriate. This Agreement will apply to you from the date that you accept it. You will receive a copy of this Agreement from us in a durable medium, i.e. via email that you signed up with.

2.5 We have disclosed certain important information in the Lightyear App and on our website. You need to read the important information carefully before submitting any Order or using any of the Services that are available through the Lightyear App.

Customer classification

2.6 We need to classify you as a certain type of client. You will be treated as a Retail Client unless you request to be classified as an elective Professional Client, can provide evidence you meet the criteria for being so classified, and we agree in writing. You can ask to change your classification at any time, but we can choose to reject your request. If you are a Professional Client and want to be treated as a Retail Client, we will do so for all Services, Transactions, or Instruments. If you're unsure about your classification as a Retail Client under FCA Rules, consult a financial advisor before making investment decisions.

3. Important information about our Services

Execution-only services (no advice)

3.1 We provide an execution-only service, which means we do not offer advice of any kind on the Instruments you choose to trade. When you submit Orders through the Lightyear App, they are transmitted to an executing Broker for processing, and we do not assess whether any particular Instrument is suitable for you.

3.2 We don't provide personalised investment recommendations, investment advice or tax advice. Any explanation or information we give you as part of our Services is not intended, and shouldn't be considered, to be advice. Any decision to acquire or sell an Instrument is solely yours and we are not responsible for such decisions.

Order execution process

3.3 Orders submitted through the Lightyear App are transmitted to a Broker, who is responsible for execution. In some cases, we may perform a manual review (e.g., for fund orders), which could result in slight delays.

3.4 Once an Order is sent to the Broker, we cannot control its execution, and there is no guarantee it will be accepted by us or the Broker. Your Order may be rejected if it poses excessive risk to the Broker or if trading is unavailable or suspended for the Instrument.

3.5 When you submit an Order, you’re committing to a binding Transaction. You can only cancel an Order forwarded to the Broker before the Broker sends it to the relevant trading venue for execution or other third parties, as applicable (e.g. if the Instrument is not tradable). You can cancel Limit Orders before they execute.

Fees and charges

3.6 We may charge you fees and charges for using our Services (the “Service Fees”) which are set out and kept up to date on our website. See more on the Service Fees in Clause 21.

The key risks of using our Services

3.7 Investing carries risk. This means that you need to be sure that investing is the right thing for you. If you're unsure about using our Services, you should consider speaking to an independent financial adviser.

3.8 By using our Services, you acknowledge and understand that:

3.8.1 The price of Instruments can be unpredictable. The value of Instruments may go up or down, and this can happen rapidly.

3.8.2 You may lose some or all of the amount that you invested through the Lightyear App.

3.8.3 Past performance of an Instrument is not a guide to its future performance.

3.8.4 More information on the risks associated with our Services and the Instruments we make available is set out in our detailed Risk Disclosure.

4. Your obligation to us

4.1 By opening a Lightyear Account and using our Services, you agree that:

4.1.1 you will, at all times, behave reasonably and honestly towards us and those who act on our behalf;

4.1.2 you will not, at any time, act in an unfair, abusive or manipulative way when using our Services;

4.1.3 if any of the information you have provided to us changes, you will update us as soon as reasonably possible;

4.1.4 your use of the Lightyear App will always comply with this Agreement and Applicable Law;

4.1.5 you will not use any algorithms or electronic trading programs or systems to interact with the Lightyear App;

4.1.6 you will not, by any action or omission, deliberately, recklessly, or negligently engage in market abuse, nor encourage or require others to do so. If we suspect your Account is involved in market abuse, we reserve the right to take appropriate actions, including refusing to act on your instructions or taking actions outlined in Clauses 32 and 33. We are not obligated to provide reasons for these actions or be liable for any resulting losses;

4.1.7 your use of market data related to Instruments and transactions executed via the Lightyear App provided through the Lightyear App (such as real-time or delayed prices, volumes, and other related data, collectively "Market Data") is strictly for purposes connected to our Services. You agree not to:

(a) use Market Data for commercial purposes, or

(b) publish or share Market Data with anyone else, whether or not they use our Services.

5. Communication with us

How you can contact us and how we will contact you

5.1 If you have any questions about your Agreement with us or need to contact us about your Lightyear Account(s), you can contact us via the Lightyear App or by email at support@lightyear.com.

5.2 By using our Services, you agree that we may contact you through any method, including email, phone, post, the Lightyear App, or other means, using any contact information you have provided or that is otherwise available for any matters related to this Agreement, including sending transaction confirmations, reports, statements, and other relevant documents. You may still request hard copies if needed.

5.3 If we need to get in touch with you or send or return to you any documents, statements or notices, we'll usually email you at the address you've given us and/or send you a notification via the Lightyear App.

Recording our communications with you

5.4 We may record telephone conversations we have with you or your associated persons (including any Director, Beneficial Owner etc.) and store electronic communications between you and us, in accordance with our obligations under the FCA Rules, and you hereby specifically consent to this. You also specifically consent to such records being used in any arbitral or legal proceedings between us.

5.5 We’ll store our records of these communications according to our data retention policies and otherwise as required by Applicable law. At any point during this time, you can request a copy of the recordings.

6. Personal data and privacy

6.1 Your privacy is important to us. Our Privacy Policy as we may update from time to time, explains how we'll collect, use, store and transfer personal information of persons associated with you (including any Director, Beneficial Owner etc.). If you have any questions about our Privacy Policy or if you would like to exercise your rights under data protection legislation, you can email us at dpo@lightyear.com.

6.2 We won’t disclose the personal information of persons associated with you to anyone, other than as described in our Privacy Policy and in Clause 6.3 below.

When we may disclose information about you

6.3 We may disclose information to third parties about you, any persons associated with you (including any Director, Beneficial Owner etc.) or any of your Orders or Transactions you are making using the Services:

6.3.1 as permitted by Applicable Law;

6.3.2 where it is necessary or helpful for completing or correcting Transactions or resolving any claims regarding Transactions;

6.3.3 in order to comply with a valid request by a regulatory body, government agency, a court order, or other legal or administrative reporting requirements;

6.3.4 to our employees, auditors, affiliates (including employees of such affiliate), the Broker, or lawyers as needed to assist or enable the proper performance of the Services;

6.3.5 in order to prevent, investigate or report possible illegal activity;

6.3.6 for any reason as necessary to fulfil our obligations under this Agreement or applicable to the Services you are using;

6.3.7 if it is in the public interest to disclose such information; and/ or

6.3.8 at your request or with your consent.

7. If you have a complaint

7.1 If you feel dissatisfied with any aspect of our Service, then firstly please contact us by emailing complaints@lightyear.com. We will immediately carry out an independent investigation of your complaint and will provide a written response. More details on the process can be found from Lightyear Complaints Policy which can be found on our website.

7.2 If we are unable to resolve your complaint to your satisfaction and you are an eligible complainant as defined by the FCA (including but not limited to a natural person acting for purposes outside your normal trade, business or profession (i.e. an individual) or a small business), you can refer your complaint to the Financial Ombudsman Service within six months of the date we sent (or should have sent) our final response to you.

7.3 Contact details for the Financial Ombudsman Service are set out below.

Address: Exchange Tower London E14 9SR.

By phone from UK: 0800 023 4567

By phone from outside UK: +44 20 7964 0500

7.4 You can find more information on their website at https://www.financial-ombudsman.org.uk/. You can also use their service through the Online Dispute Resolution platform.

8. If we can’t meet our obligations to you

8.1 We are covered by the Financial Services Compensation Scheme (“FSCS”). The FSCS may pay compensation to you if we are unable to meet our obligations to you in the event of our insolvency. There is a limit to the amount that the FSCS will pay to an eligible claimant in respect of investment business with us.

8.2 You can contact or find out more about the FSCS (including the current limits, amounts covered and eligibility to claim) in the following ways:

By phone: 020 7741 4100 or 0800 678 1100

Online: www.fscs.org.uk.

8.3 Please note, you will not be entitled to compensation purely based on the financial performance of your Instruments. This means that losing capital as a result of your investment activities will not automatically qualify you to receive compensation.

9. Opening a Lightyear Account

9.1 To access the Services, you acknowledge and agree that:

9.1.1 you are a limited liability company. We may later extend the scope of the Agreement to allow other company types and structures to also open an Account;

9.1.2 you will provide any information we may reasonably request to verify your the necessary information you have provided to us during the account setup and as required to meet legal obligations;

9.1.3 you recognise we are required by UK anti-money laundering laws to verify your business details, as well as your Beneficial Owners’ or Directors’ identity. During onboarding, we may request certain information from you so that we can perform anti-money laundering checks, screen our users against “Politically Exposed Person” and international sanctions’ lists as well as comply with Applicable Law and therefore also collect and process your information for these purposes;

9.1.4 you authorise Lightyear or third parties to verify your business details (and the identity of your Beneficial Owners and Directors) and check for fraud. This includes checking public records, verifying account information associated with the bank, e-money or payment institution account that you link to the Account or qualifying debit cards (e.g., name or account balance), and taking actions if needed. If we suspect money laundering or illegal activity, we may stop providing Services without notice and report to authorities as required:

9.1.5 once your information is verified and onboarding is complete, you’ll receive access to your Account via the Lightyear App;

9.1.6 we may exercise our rights under this Clause both during onboarding and at any other time;

9.1.7 you agree to keep your information current, accurate, and complete, updating us with any changes. You agree you will only use and maintain one single Account to access or otherwise utilise the Services, and your creation and/or use of any subsequent accounts may result in our disabling any and all of your accounts and withdrawing your access to the Services.

9.2 To have access to the Services, your Director or representative first needs to create a Personal Account with us as a natural person, after which your Director or representative can also create an Account for the company by submitting required information and documentation that we request during the account opening process.

10. Using the Lightyear App

10.1 Your Account must be in your name only and cannot be shared with anyone else.

10.2 You are fully responsible for keeping your Account password and security details safe. Lightyear is not liable if someone accesses your Account because these details weren’t protected by you. Do not share your passwords or security details with unauthorised persons. Unless you notify us, we will assume all actions taken in your Account are authorised by you.

10.3 If you know or suspect that someone else has your password or security details, contact us right away at support@lightyear.com.

11. Lightyear App availability

11.1 We aim to keep the Lightyear App available 24/7, but we can’t guarantee it will always be accessible, meaning you may sometimes be unable to place Orders or view your Positions.

11.2 We will take reasonable steps to minimise the disruption to the Lightyear App and the Services and to give you advance notice of any planned suspension.

11.3 You are responsible for ensuring that your device is capable of supporting and has an operating system which is compatible with the latest version of the Lightyear App. Keep in mind that your experience may vary depending on your internet connection; a weak connection could affect your ability to place Orders or check Positions quickly.

11.4 You may also access your Account via a web app, but note that it may not have all the features of the mobile app. By using the web app, you understand that its functionality may be limited compared to the mobile app.

12. Our Services

This Clause of the Agreement provides information about the Services we provide to you, the Orders you can make through the Lightyear App and how we will treat you for regulatory purposes.

12.1 Upon completing the onboarding checks, we will:

12.1.1 provide functionality via the Lightyear App to allow you to submit an Order and display information about your holdings Instruments via the Lightyear App;

12.1.2 allow you to send and receive Orders for one or more Instruments;

12.1.3 offer foreign exchange services related to our Services;

12.1.4 safeguard your Instruments;

12.1.5 hold and control client money.

13. Safeguarding and Administration of Instruments

13.1 Safeguarding and administration means keeping your Instruments safe, including recording your Instruments and Transactions in your Account, and carrying out administration activities, including paying out income and settling your Transactions.

13.2 As the custodian of your Instruments, we provide safeguarding and administration for Instruments you invest in through the Lightyear App. You will be the beneficial owner of Instruments we safeguard.

13.3 We may deposit Instruments held by us on your behalf into an account opened with a third party (Sub Custodian). To protect your interests and your Instruments, we shall exercise all due skill, care and diligence when selecting a Sub Custodian according to the criteria required by Applicable Law and FCA Rules. We will carefully select the Sub Custodian to ensure, among other things, their market practices that could affect your rights and their arrangements in place for holding and safeguarding assets. We shall have the right to select and change Sub Custodians and, with our consent, authorise them to use further sub-custodians. We shall regularly inspect the activities of such Sub Custodians.

13.4 Under Applicable Law and FCA Rules, we remain responsible for the safekeeping of your Instruments which have been deposited into an account opened with a Sub Custodian. We will also be responsible under Applicable Law for any acts or omissions of the Sub Custodian.

13.5 The Sub Custodian is required to comply with applicable safeguarding and segregation rules. This means that your Instruments will be held separately from the Sub Custodian’s own corporate assets, ensuring that they are protected from the Sub Custodian's creditors in the event of the insolvency of the Sub Custodian. The insolvency proceedings of the Sub Custodian shall be subject to the national laws of the Sub Custodian.

13.6 As a rule, we and our Sub Custodians will hold the Instruments in accounts using an omnibus structure, which means they are held along with the Instruments of other clients in the securities accounts intended for shared safeguarding of securities belonging to several clients of ours or our Sub Custodian. Please refer to our Risk Disclosure for more detailed information on risks relating to holding Instruments in accounts using an omnibus structure. Securities accounts will be opened in the name of the Lightyear nominee. Lightyear will have records that identify your individual ownership and entitlement to it and is able to distinguish which assets belong to each Lightyear client at any time. The account is held separately from any assets belonging to Lightyear and the Sub Custodian.

13.7 You accept that we may deposit your Instruments in accounts with a Sub Custodian that are or will be subject to the law of a jurisdiction other than that of the UK or a Member State of the EU and your rights relating to those Instruments may differ accordingly. We will only deposit Instruments with a third party in a jurisdiction which specifically regulates and supervises the safekeeping of Instruments for the account of another person as required by Applicable Law and FCA rules. In the event of a failure or any default by a third party custodian, which results in the actual investments held being less than the amount intended to be held then as the investments are pooled, you may be required to share proportionally in any shortfall.

13.8 We will keep records and accounts to distinguish your Instruments from others, as required by FCA CASS rules.

13.9 By signing this Agreement, you consent to the safekeeping of your Instruments as outlined in this Clause.

Non-complex products

13.10 The majority of the Instruments available on our platform will be categorised as “non-complex products”, such as shares or units in simple exchange-traded funds. When you invest in these Instruments, we won't be required to assess whether these Instruments or our Services in relation to them are appropriate for you. This means that you won't benefit from the protection of the FCA rules on assessing appropriateness.

Complex products

13.11 You may be able to use our platform to invest in "complex products”. Before you can invest in a complex product, we're required to assess whether the product is appropriate for you under the FCA's rules. We'll do this by obtaining and assessing information from you about your investment knowledge, experience in trading such products and your understanding of the risks involved. This is called an “appropriateness assessment”.

14. Orders

14.1 An Order is an instruction from you to carry out a Transaction involving a specific Instrument through the Lightyear App.

14.2 You may place Market Orders (including Repeat Orders), Limit Orders, and Stop Orders (when available) on the Lightyear App, subject to this Agreement. We determine which types of Orders are allowed, and some Instruments may have restricted Order options based on their characteristics.

14.3 Short-selling is not allowed. To perform a transaction involving an Instrument, you must have acquired it through a previous Order on the Lightyear App.

Instruments available

14.4 Your Orders may relate only to the Instruments that are available via the Lightyear App from time to time. We have complete sole discretion as to the Instruments that we make available to you via the Lightyear App and we may add or remove any Instrument at any time.

15. Holding Client Money

Your cash is kept separate from our cash

15.1 Money you deposit with us into your Account is received directly into a bank account opened with a UK authorised credit institution, designated as a client money bank account and held under statutory trust for the benefit of our customers.

15.2 Money may also be held in Qualifying Money Market Funds (QMMF) where the units are held as safe custody assets in the name of our nominee. This means that QMMFs are not held under client money rules.

15.3 The above means that the money with our banking partner or QMMF is physically and legally segregated from our money and therefore protected from our creditors in the event of our default.

Your cash will be pooled with that of our other customers

15.4 Your money is held in pooled accounts, with records kept tracking your individual beneficial ownership.

15.5 This means that:

15.5.1 it is not possible to separately identify your client money from that of our other customers, except by using our internal books and records;

15.5.2 if we were to fail (for example, by becoming insolvent), there may be a risk of delay in returning your client money, as the appointed insolvency practitioners will need to rely on our most recent reconciliation to determine what is due to each client. Any further delays would primarily relate to their coordination with the institutions holding the cash to facilitate its distribution.

Risks associated with and your consent to us holding your money in a Qualifying Money Market Fund (QMMF)

15.6 You consent that we may also hold your money in the shares or units of QMMFs.

15.7 Where your money is held in a QMMF, it won’t be held in accordance with FCA client money rules. Instead it will be subject to FCA safe custody asset rules which define our obligations, including title registration, segregation and record keeping of safe custody assets. We will only place your money in QMMFs that meet high-quality standards, as assessed by relevant rating agencies and our internal due diligence assessment.

15.8 By agreeing to these terms, you acknowledge and explicitly consent to this arrangement.

Adding money to your Account

15.9 You can add money by depositing to the client money bank account details, shown in your Lightyear App. Transfers must come from an account in your name.

15.10 Deposited money remains in your Account until you request a transfer or withdrawal or place an Order.

15.11 Any payments related to your orders and positions will be credited or debited from your Account.

Interest on client money

15.12 Lightyear may receive interest on cash balances held in client bank accounts as defined in Clauses 15.1 and 15.2. Lightyear retains all interest earned on cash balances held in client bank accounts (including QMMFs) and you consent to us retaining interest that we may receive. We will separately pay interest to you on cash you hold with us at rates determined by us. Rates are determined by reference to the interest we receive and the cost to us of managing the cash and the wider operation of your Account. Current rates can be found on Lightyear website.

Accrual and payment of interest

15.13 Interest accrues on your daily cleared balance and is credited to your Account on the first working day of the following month, at which point the interest becomes your cash. When you give an Order to buy an Instrument, the cost of that Order with applicable fees will be deducted from your Account on the Order placement date and interest will not be paid on that sum from that point. Depending on how we have received payment from you (e.g. bank transfer, debit card) interest may start to accrue within three working days of receipt, that is, as of the date it is applied to your Account.

15.14 Interest will accrue up to the date your Account is closed. If your Account is closed between two interest payment dates, any unpaid, accrued interest will not be paid.

16. Paying for Orders

16.1 When you wish to submit an Order to buy an Instrument:

16.1.1 cash in your Account equal to the Order’s estimated value (including fees and charges and in some cases a buffer to account for potential market fluctuation) will be reserved when you submit the Order and then used to complete it.

16.1.2 Execution of an order at a price not covered by the buffer might put your account into deficit, or can lead to an order being rejected. In case of a shortfall you will need to deposit the necessary amount (including fees and charges). For Repeat Market Orders, the Order will only be placed if there is sufficient cash in your Account

17. Submitting Orders and cancelling Orders

17.1 You can only submit Orders through the Lightyear App, and you’ll need enough cash in your Account to cover the Transaction and any related fees, charges, taxes, or duties.

17.2 You must act for yourself on all Orders you submit, meaning you are the one responsible for the Transaction. You can’t place Orders for others except as provided for in Clause 26.3.

17.3 When you submit an Order, you’re committing to a binding Transaction. You can only cancel an Order forwarded to the Broker before the Broker sends it to the relevant trading venue for execution or other third parties, as applicable (e.g. if the Instrument is not tradable). You can cancel Limit Orders before they execute. To cancel, use the Lightyear App, but due to the speed of processing, a cancellation may not always be possible in time. Before submitting an Order, make sure you:

17.3.1 have entered the correct details;

17.3.2 want to proceed;

17.3.3 understand the Agreement terms for that Order;

17.3.4 can handle any potential losses if the Instrument’s price drops; and

17.3.5 understand the risks of investing in that Instrument.

17.4 Additional restrictions on submitting Orders may apply due to regulations or market conditions, including:

17.4.1 regulatory trading restrictions on certain Instruments;

17.4.2 trading restrictions on us by regulators; or

17.4.3 restrictions from the Broker on us.

17.5 Limit Orders can be set to remain active for one day, until cancelled by you, executed, or, if a maximum duration applies, for the duration communicated in the Lightyear App at the time of placing the order. If not executed or cancelled within this duration, the Limit Order will automatically expire and may need to be resubmitted.

17.6 You can automate Market Orders with Repeat Orders, which can only buy Instruments. Repeat Orders follow these rules:

17.6.1 You pick the repeat interval (options are in the Lightyear App), and for weekly or monthly Orders, you’ll also choose the day or date for placing the Order.

17.6.2 If the market is closed on your selected day or date, the Order will go through the next open day.

17.6.3 If your Account lacks sufficient cash, the Repeat Order is skipped but not cancelled for future intervals.

17.6.4 Repeat Orders are processed 30 minutes after the market opens, or under standard conditions for OTC Instruments.

17.6.5 You can’t set identical Repeat Orders for the same Instrument on the same day or date.

17.7 We reserve the right to adjust Repeat Order features, including cancelling or limiting certain Repeat Orders, for example in case a Repeat Order fails multiple times in a row due to insufficient funds.

18. Accepting Orders

18.1 Lightyear will communicate with you promptly if we encounter any material difficulty in forwarding your Order. If we are unable to process an Order, we will notify you as soon as possible, providing information about the issue where relevant.

18.2 The Broker has its own risk limits, which may prevent it from accepting Orders from Lightyear. We don’t control these decisions.

18.3 In some cases, third parties—like the market where an Instrument is listed or a regulatory authority—may require us to cancel your Order.

19. Executing Orders

19.1 If we accept your Order, we’ll send it to the Broker for execution, usually on the same day, as long as you have enough cash in your Account.

19.2 We are committed to acting in your best interest when passing your Order to the Broker for execution. We ensure that the Broker or any other entity we use consistently delivers the best result for our clients. See our Order Execution Policy for details on why we chose the Broker and how this aligns with acting in your best interest.

19.3 By opening an Account, you agree to our Order Execution Policy. If we make changes to this policy, we’ll notify you as per this Agreement. Orders placed outside Market Hours will be executed shortly after the market opens, though the exact timing of execution may vary.

19.4 The Broker follows specific rules on executing Orders, but it may complete your Orders outside regulated markets or trading facilities, especially for fractional Instrument trades. Please note that executing Orders outside regulated markets or trading facilities may involve additional risks, such as counterparty risk. You may request further information about the consequences of this execution method. By agreeing to this Agreement, you consent to such executions.

19.5 We show you indicative prices for Instruments on the Lightyear App, provided by third parties. Since prices can change quickly, the actual execution price might differ from the one shown when you placed your Order. This can result in your Order being filled at a “better” or “worse” price than quoted. If executed at a “worse” price, we’re not liable for the difference.

20. Sale proceeds

20.1 When you sell an Instrument, any sale proceeds will be placed in your Account and the cash proceeds will be held as stated in Clause 15. You can then reinvest this cash or request that it is paid into an account in your name.

20.2 In most markets, settlement of the Instruments available via the Lightyear App typically occurs within two trading days. By then, the cash should be in your Account and available for withdrawal or reinvestment.

21. Service Fees

21.1 Our service fees, listed on our website https://lightyear.com/gb/pricing, and deducted from your Account. We will notify you of any fee changes as stated in Clause 25.

21.2 Orders are executed in the Instrument’s trading currency, which may require conversion from your Account’s currency. The Lightyear App shows the current exchange rate, and your transaction history reflects this rate.

21.3 You’re fully responsible for Service fees, transaction-related costs, and any applicable taxes or duties (local or international) due from your Transactions.

21.4 If deductions are legally required on payments made by Lightyear, you’re expected to provide information to facilitate proper withholding. We aren’t liable for paying additional amounts to cover these deductions.

21.5 We do not charge you for holding cash. However Lightyear retains some of the interest earned on cash held in client bank accounts as described in Clause 15.12. Lightyear expects to receive interest of between 0.5% below and 0.5% above the prevailing base rates on client uninvested cash in client bank accounts. Lightyear retains the difference between interest we receive and interest paid to you. This retention is to cover the cost to us of managing the cash and the wider operation of your Lightyear Account. The interest rate payable to you is available on our website.

21.6 Execution fees based on percentages are rounded to the nearest cent (e.g., USD 1.239 rounds to USD 1.24).

21.7 Lightyear may occasionally reduce or waive fees, but this doesn’t imply permanent pricing changes unless explicitly stated.

22. Conflicts of interest

22.1 We strive to act in your best interests when providing our Services, in compliance with applicable requirements. However, there may be limited circumstances where your interests conflict with our interests or those of another customer. To identify and prevent or manage these conflicts, we have implemented various internal policies and arrangements, detailed in our Conflicts of Interest Policy.

22.2 From time to time, we may pay or receive fees, commissions, or other benefits from third parties in connection with the Services we provide to you. We will only do this in accordance with our regulatory obligations, including our duty to act in your best interests and manage conflicts of interest.

23. Corporate Actions

23.1 When we receive income from your positions, such as dividends and other corporate actions, we will credit these amounts to your Account.

23.2 If we have information about corporate actions or your rights related to your Instruments, we will notify you through the Lightyear App if we think it's necessary.

23.3 You can give us instructions to exercise voting rights related to your investments. These instructions must be in a form we accept, and you agree to cover any costs associated with executing them.

23.4 For fractional investments, corporate actions and monetary rights will be distributed to you in proportion to your holdings. However, you cannot exercise voting rights from fractional portions of any EU or UK stock.

23.5 We and our sub-custodians may receive notifications regarding corporate actions related to your Instruments, such as takeovers, mergers, dividends, and delistings.

23.6 We or the legal holder of your investments will only act on voluntary corporate actions that require your input based on your instructions, and will not make discretionary decisions regarding these actions.

23.7 For US securities, we will provide a proxy voting service for you to participate in general meetings and vote on mandatory corporate actions, such as mergers and board elections. We will share your personal data as necessary for this service in line with our Privacy Policy.

24. Your instruments at Lightyear

24.1 Once your Orders are accepted and executed, your Instruments will be safeguarded by us or deposited with our Sub Custodian. For more on how your Instruments are safeguarded, see Clause 13 of this Agreement.

25. Changes to this Agreement

25.1 Where we make a change to our agreement with you, we will tell you what that change is, the reason for the change and the date on which the change will come into effect. Unless Applicable Law prevents us from doing so or where the change is not to your disadvantage, we will give you reasonable prior written notice of any change.

25.2 We can make immediate changes to this Agreement without prior notice if the changes (a) benefit you; (b) are required by law; (c) add a new service or functionality; or (d) do not reduce your rights or increase your responsibilities. These changes will take effect as soon as you are notified by email or the changes are published on Lightyear's website, on the Lightyear App, or other platforms.

25.3 If you do not object to the changes, you accept them. If you disagree with any amendments, you can terminate the Agreement immediately. If you don't notify us of your intent to terminate, the changes will take effect as indicated in the notice. Any updated Agreement will replace any previous versions.

25.4 Lightyear may modify or stop providing Services or content in the Lightyear App at any time. You agree not to hold Lightyear liable for any losses or issues that may arise from these changes. Please keep your contact information updated and let us know if it changes.

26. Liquidation or insolvency

26.1 If we are notified that you are subject to liquidation, insolvency or equivalent proceedings, we will suspend your Account as soon as possible. The value of your Positions and any remaining funds in your Account may be part of your assets. Once we receive confirmation from a representative, we will follow their instructions.

26.2 Please note that we are not responsible for any losses or damages related to your Positions while we wait for instructions from your representatives. This Agreement will remain in effect after you become subject to liquidation, insolvency or equivalent proceedings until your Account is closed and the Agreement is terminated.

26.3 Any actions taken under a power of attorney will also incur our usual fees.

27. Third parties

27.1 A person who is not a party to the agreement between us cannot benefit from or enforce any of its terms under the Contracts (Right of Third Parties) Act 1999.

28. When we may suspend your Account(s)

28.1 We may close or suspend your Account (that is immediate, temporary or permanent withdrawal of your right to use the Services or any part thereof) or access to the Lightyear App immediately, and end your access to the Lightyear App, in exceptional circumstances. Exceptional circumstances include the following:

28.1.1 we identify that any of the personal information provided to us about the persons associated with you (including and Director, Beneficial Owner etc.) is false, misleading and/or incomplete;

28.1.2 your Beneficial Owner(s) and/or Director(s) have changed without you properly notifying us or we identify that your Account is used to someone else’s ultimate benefit than any Beneficial Owner;

28.1.3 if we are notified that you know or suspect that anyone other than you knows your user identification code, password or other account details;

28.1.4 if we have good reason to suspect that you are behaving fraudulently;

28.1.5 if you haven't given us (or someone acting on our behalf) any information we need, or we have good reason to believe that information you have provided is incorrect or not true;

28.1.6 if you've breached this Agreement in a serious or persistent way and you haven't put the matter right within a reasonable time of us asking you to;

28.1.7 if we have good reason to believe that your use of the Lightyear App is harmful to us or our software, systems or hardware;

28.1.8 if we have good reason to believe that continuing to use your Account could damage our reputation or goodwill;

28.1.9 we believe that your Account is being used for fraudulent and/or illegal purposes;

28.1.10 if we have asked you to repay money you owe us and you have not done so within a reasonable period of time;

28.1.11 if you've been declared bankrupt or insolvent, are being wound up or liquidated or an equivalent event has or is taking place;

28.1.12 if we have to do so under Applicable Law, court order or ombudsman's instructions;

28.1.13 if we identify that you conduct business activity in a high-risk industry (as deemed by Lightyear); or

28.1.14 you no longer meet the requirements in Clause 4.1.

28.2 We may also decide to close or suspend your Account for other reasons at our absolute discretion. Where possible we would contact you via email at least 30 business days before we do this although in certain circumstances we may be required to take such actions without providing you with prior written notice.

28.3 If we permanently close the Account, the Agreement between us shall also be immediately terminated from the moment we notify you, whether or not advance notice was provided.

29. Intellectual property

29.1 We own the Services, all related documentation, and any materials for installation, operation, or maintenance of the Services and the Lightyear App (collectively referred to as “Licensed Work”). This includes any improvements, modifications, or derivative works. All intellectual property rights associated with these remain the exclusive property of Lightyear or its licensors. Unless stated otherwise in this Agreement, you do not receive any rights to the Services or Licensed Work. You acknowledge that we hold all rights, titles, and interests in the Licensed Work, including patents, copyrights, and trade secrets.

29.2 You agree not to challenge Lightyear's rights to the Services or Licensed Work or the validity of our rights under the law. You also agree not to attempt to register or claim any legal protection for the Services or Licensed Work or take any action that could harm our rights or interests in them.

30. Transfer rights

30.1 Lightyear and you are the only parties to this Agreement. You cannot transfer any rights or obligations under this Agreement to any other person without our written consent.

30.2 We may at any time assign or transfer any or all of our rights under this Agreement upon providing you with prior written notice, provided that we meet our regulatory and legal obligations prior to doing so.

31. Our liability to you

31.1 Lightyear and its Service Providers limit their liability as much as allowed by law. We will only be liable in cases of:

31.1.1 death or personal injury,

31.1.2 breach of legal obligations under regulations,

31.1.3 negligence, fraud, or intentional wrongdoing,

31.1.4 any liability that cannot be legally excluded or limited.

31.2 Lightyear and the Service Providers are not liable for any indirect or special damages related to your use of the Services or this Agreement, including lost revenue, data loss, or interruptions caused by issues outside their control.

32. Your liability to us

32.1 If you think you may have breached this Agreement, you must let us know right away at support@lightyear.com.

32.2 If you breach this Agreement, you may be responsible for any damage, loss, or costs we incur as a result. If we learn about your breach, either from you or through other means, we may take any of the following actions:

32.2.1 suspend your access to the Services or any part of it;

32.2.2 terminate this Agreement, which will lead to closing your Positions;

32.2.3 take legal action against you to recover all costs related to the breach, including reasonable administrative and legal expenses;

32.2.4 pursue further legal action if necessary; and

32.2.5 report the breach to law enforcement if we believe it is necessary or required by law.

32.3 We are not liable for any actions we take in response to breaches of this Agreement. Our actions are not limited to those listed above, and we may pursue any other legal remedies available under the law.

32.4 Lightyear and its Service Providers are not responsible for failing to provide Services or breaches of this Agreement due to uncontrollable events like war, natural disasters, strikes, or cyberattacks.

32.5 You acknowledge that our ability to provide Services depends on third parties continuing to offer their services. If these services are interrupted, we cannot guarantee our Services will be available, and we are not liable for such disruptions.

32.6 If Lightyear incurs costs, including legal fees, while collecting payments or enforcing obligations related to your Account, you agree to pay those costs.

32.7 If you have breached this Agreement and we don't enforce our rights, or we delay enforcing them, this will not prevent us from enforcing those or any other rights at a later date.

33. Terminating this Agreement and closing your Account(s)

Your right to terminate this Agreement and close your Account(s)

33.1 You may terminate your Account at any time and for any reason by providing us with written notice via email at support@lightyear.com.

Our rights to terminate this Agreement and close your Account(s)

33.2 Lightyear may terminate this Agreement at any time by giving you at least 30 calendar days' written notice of such termination.

33.3 Lightyear may also immediately terminate this Agreement, which will result in action being taken to close our Position, if any of the following circumstances occur:

33.3.1 you have breached this Agreement;

33.3.2 your account is suspended as provided in Clause 28;

33.3.3 you are declared or it is acknowledged that you are insolvent or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from your creditors;

33.3.4 it has been 365 calendar days since you last logged in to the Lightyear App.

33.4 When your Account is closed, the electronic documents, authentication credentials, device associations, identity certificates and verification documents related to your Account are deleted, except the data that is needed to provide Services to other Lightyear customers, comply with the Applicable Law or maintain the Service, subject to the principles laid out in Clause 6.

33.5 Upon termination of your Account, you are required to submit Orders to close any Positions in 30 calendar days and cash will be Transferred to your Account and then paid out to you. If you fail to close any Positions within 30 days, we will have the right to submit orders on your behalf to close those Positions.

34. Governing law and disputes

34.1 The laws of England and Wales apply to the agreement between us.

34.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising in connection with this Agreement.

35. Severability

35.1 If any court or relevant authority finds any part of the agreement between us to be invalid or unenforceable, the remaining parts of the agreement between us will remain in full force and effect.

Part B: Product specific Terms

Vaults Terms

1. General

1.1 In case there is any conflict or discrepancy between these Terms and the Agreement, the provisions in these Vaults Terms shall prevail. Otherwise, for matters not regulated in these Vaults Terms, the provisions of the Agreement shall apply.

1.2 Before opening the Vault, you will be provided, in the Lightyear App, with the following which you should read before making an investment decision:

1.2.1 the Agreement, Order Execution Policy and Risk Disclosures;

1.2.2 relevant FAQs, available on our website;

1.2.3 the key information document and the prospectus for the Vault Instrument.

2. What is the Vault

2.1 Vault allows you to invest in money market funds (Vault Instruments) made available by us on Lightyear's platform. All the money transferred into the Vault will be invested in the Vault Instrument of your choosing. Vault Instruments can be held in a Lightyear GIA.

2.2 You may open a separate Vault for each supported currency, which may differ based on your jurisdiction.

2.3 You can see the available Vault Instruments in the Lightyear App as well as on our website. In the future, we may extend or change the list of available financial instruments in addition to money market funds that you can invest in via the Vault. We do not provide you investment advice or recommendations in respect of available Vault Instruments and we have not assessed if such Vault Instruments are appropriate or suitable for you. You need to do your own research before opening a Vault and selecting a Vault Instrument and if you are uncertain, you should seek independent financial advice.

2.4 You understand and agree that transferring cash to the Vault means that we will instruct the Broker to invest them in a Vault Instrument of your choosing. This means that you are subject to the investment risk and any other risks associated with that Vault Instrument and asset class. Before using the Vault, please carefully read our Risk Disclaimer including the Target Market Matrix (especially in regards to UCITS MMF’s), available as Schedule 3 of the Agreement.

3. Transactions

3.1 The Vault enables us to instruct the Broker to purchase and sell Vault Instrument units or shares on your instruction on an execution-only basis.

3.2 By confirming you wish to open and transfer cash to a Vault, you authorise us to instruct the Broker to execute buy orders for the selected Vault Instrument with the entirety of the cash (that is not already invested) transferred to that Vault. All subsequent transfers into the Vault will be deemed as additional buy orders for the selected Vault Instrument.

3.3 By withdrawing funds from the Vault, you authorise us to instruct the Broker to execute a sell order for the selected Vault Instrument to the extent necessary to facilitate the withdrawal from the Vault to your Account.

3.4 Orders for Vault Instruments shall be executed at least once per working day. Cash transferred to the Vault before that time of execution will be executed on the same working day. Where relevant, the cut-off time is provided in the Lightyear App. All fund transfers after that time will be executed on the subsequent working day when it's possible to execute the transaction. In some cases the Vault Instrument execution may also be instant.

3.5 Vault Instruments issue regular distribution (such as dividends or interest payments for example) (Distribution), usually once a month. Such Distributions will be automatically reinvested within the Vault. You can choose, in App, to opt out of automatic reinvestment and have them paid directly to your Account instead. By agreeing to the automatic reinvestment opt in, you authorise us to instruct Broker to execute a buy order in the size of each Distribution for the selected Vault Instrument.

3.6 You understand and acknowledge that execution of Orders is not guaranteed and in some cases Orders for Vault Instruments may not execute for operational, regulatory, third-party related or other reasons. More details are available in the Agreement and in our Order Execution Policy.

4. Depositing and withdrawing

4.1 You may only deposit cash to the Vault from your Account held on the Lightyear platform. Similarly, you may only withdraw funds from the Vault to your Account.

5. Pricing

5.1 When using the Vault, you are subject to Lightyear fees, as well as fees associated with the Vault Instrument that you invested in, such as fund managers fund management fees for example. Lightyear fees for the Vault are available on our website. Information about fees associated with the Vault Instrument are available in the Lightyear App as well as in Vault Instrument’s key information document, prospectus and on the fund manager’s website.

5.2 The fee for using the Vault (Vault Fee) shall be deducted automatically from your Distributions.

5.3 We will notify you of any changes in our fees as provided in the Agreement.

6. Miscellaneous

6.1 You may terminate this Vault at any time and for any reason by withdrawing your funds from the Vault and instructing us to close your Vault via email to support@lightyear.com. If your Account is terminated, the Vault is terminated automatically as well.

6.2 Using the Vault and investing into Vault Instruments may have tax implications. Make sure you understand what taxes you may need to pay in connection with the Distributions from the Vault before you start using it. We do not provide tax advice.

Part C Definitions

Throughout this Agreement we use certain capitalised terms that have the following specific meanings.

Account: means the account maintained with us in your name through which you will submit Orders via the Lightyear App and can use the Services.

Agreement: means the Lightyear U.K. Limited Terms of Service and its schedules and appendices as amended from time to time and made available in Lightyear App and our website.

Applicable Law: means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances, and shall include, for the avoidance of doubt, anti-money laundering requirements.

Beneficial Owner: means an actual beneficial owner of the company for which the Account is created. Beneficial Owner is someone who exerts the actual control over the company, either through direct or indirect ownership, other means, or for whose interests and benefit the company functions. Beneficial Owner is always a physical (natural) person.

Broker: means a third party to whom Lightyear U.K. Ltd transmits orders for execution pursuant to Applicable Law. This may include Lightyear Europe AS, sister company of Lightyear.

CASS: means Client Assets Sourcebook.

Director: means a legal representative of the company for which the Account is created.

Eastern Standard Time: means standard time in a zone including the eastern states of the United States of America and parts of Canada.

FCA: means the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN.

FCA Rules: means the FCA Handbook of Rules and Guidance.

Instruments: means the financial investments and instruments available via the Lightyear App for which you may submit Orders.

Licensed Work: means the Services, all related documentation, and any materials for installation, operation, or maintenance of the Services and the Lightyear App owned by Lightyear, as defined in Clause 29.1 of the general Terms and Conditions in Part A.

Lightyear: means Lightyear U.K. Limited.

Lightyear App: means the Lightyear mobile and web application through which we will provide you with the Services.

Limit Order: means an Order to buy or sell an Instrument at a specified price or better than the specified price. A Limit Order to buy an Instrument will be executed at the specified price or lower than the specified price. A sell Limit Orders will be executed at the specified price or higher than the specified price. There is a possibility that the Order may not be executed at all. We accept no liability for losses arising from this. By choosing to use Lightyear’s Limit Order service you agree that we will not disclose or publish details of your unexecuted Limit Orders.

Market Order: means an Order to buy or sell a specified number of Instruments immediately during Market Hours at the best available price at that point in time. We may automatically convert market orders into limit orders with a 5% collar to help cushion against any significant upward price movements, where it is able to do so.

Market Hours: means the Market Hours are hours when the trading venues of Instruments made available via Lightyear App are open.

Order: as defined in Clause 14.1 of the general Terms and Conditions in Part A, this means an instruction from you to carry out a Transaction involving a specific Instrument through the Lightyear App.

Order Execution Policy: Lightyear Order Execution Policy available in Lightyear App and our website.

Personal Account: a personal account of a Director which is a prerequisite to creating an Account.

Positions: means your positions in the Instruments that you hold as a result of the Orders that you have submitted via the Lightyear App which have been executed.

Professional Client: means a per se or elective professional client pursuant to Applicable Law.

Repeat Order: means a Market Order to buy an Instrument regularly over a time period chosen by you. You can choose the Repeat Order to occur daily, weekly or monthly. Repeat Orders are always Market Orders and are hence subject to the same limitations and terms.

Retail Client: means a retail client pursuant to Applicable Law.

Risk Disclosure: means the Lightyear Risk Disclosure, which is available on our website and in Lightyear App.

Service Provider: means Lightyear and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Lightyear.

Services: means the services that Lightyear provides to you under this Agreement which are set out in Clause 12.1 of the general Terms and Conditions in Part A.

Stop Order: means an Order to buy or sell an Instrument at the market price once the Instrument has traded at or through a specified price that is not yet available in the market when the Order is originally placed. Once the Instrument reaches the stop price, the Order becomes a traditional Market Order and is filled at the next available market price. If the Instrument fails to reach the stop price, the Order is not executed. A Stop Order does not guarantee the Order will be filled at a certain price after it is converted to a Market Order We accept no liability for losses arising from this. By choosing to use Lightyear’s Stop Order service you agree that we will not disclose or publish details of your unexecuted Stop Orders.

Sub Custodian: means a third party with whom Lightyear U.K. Ltd may deposit safe custody assets pursuant to Applicable Law. This may include Lightyear Europe AS, a sister company of Lightyear.

Transaction: means funding your Account, a currency conversion, or any activity related to Instruments under the Agreement.

Lightyear U.K. Ltd Terms of Service (Business)Part A: General Terms and Conditions 1. Who We Are 2. About these Terms and Conditions 3. Important information about our Services 4. Your obligation to us 5. Communication with us 6. Personal data and privacy 7. If you have a complaint 8. If we can’t meet our obligations to you 9. Opening a Lightyear Account 10. Using the Lightyear App 11. Lightyear App availability 12. Our Services 13. Safeguarding and Administration of Instruments 14. Orders 15. Holding Client Money 16. Paying for Orders 17. Submitting Orders and cancelling Orders 18. Accepting Orders 19. Executing Orders 20. Sale proceeds 21. Service Fees 22. Conflicts of interest 23. Corporate Actions 24. Your instruments at Lightyear 25. Changes to this Agreement 26. Liquidation or insolvency 27. Third parties 28. When we may suspend your Account(s)29. Intellectual property 30. Transfer rights 31. Our liability to you 32. Your liability to us 33. Terminating this Agreement and closing your Account(s)34. Governing law and disputes 35. Severability Part B: Product specific Terms Vaults Terms 1. General 2. What is the Vault 3. Transactions 4. Depositing and withdrawing 5. Pricing 6. Miscellaneous Part C Definitions