Terms & Conditions

Important Information

Please read these Terms of Use (“Terms”) carefully before using the investment related services, offerings or otherwise accessing the Pynk platform (the “platform”). By using the  services available via the platform which includes both the app and the website, you agree to be bound by these Terms. If you do not agree to these Terms you must not the services available via the app or the website for any purpose whatsoever.

These Terms cover services provided by a number of parties, and by agreeing to these Terms you will be entering into agreements with each of them. The Terms will be legally binding when  you accept these terms. You should read them carefully.

Please note that this agreement does not cover the services that are provided to you by Crowdsense Limited, which are governed by a separate agreement which can be found at https://www.pynk.io/terms-conditions. Further information relating to the services provided by Crowdsense Limited can be found at https://www.pynk.io/.

Arrangements with Pynk One Ltd trading as Thesis Portfolio - Powered By Pynk

1. The section headed ‘Thesis Portfolio - Powered By Pynk Investment Functionality Terms  of Use’ are entered into with Pynk One Ltd (FCA registration number 942958) which is  an appointed representative of WealthKernel Limited (“Wealthkernel”). Pynk One Ltd is incorporated in England and Wales under number 12940786 whose registered office is at 20-22 Wenlock Road, London, N1 7GU, United Kingdom.

2. WealthKernel is authorised and regulated by the Financial Conduct Authority (the “FCA”). Wealthkernel’s FCA registration number is 723719. As such, WealthKernel and Pynk One Limited are both subject to the FCA Handbook of Rules and Guidance (“FCA Rules”) in their dealings with you.

3. These terms detail the basis on which Pynk One Ltd trading as Thesis Portfolio - Powered By Pynk will introduce you to WealthKernel for the purposes of you receiving discretionary management and custody services from WealthKernel.

Arrangements with Wealthkernel

4. The section headed ‘WealthKernel Retail Client Terms’ are entered into by you with  Wealthkernel. As stated above, Wealthkernel’s FCA registration number is 723719, and  it is incorporated in England and Wales under number 09686970 with its registered address at 55 Basinghall Street, 6th Floor, London, EC2V 5DU, United Kingdom.

5. These terms detail the basis on which WealthKernel has agreed to provide you with clearing and settlement, safe custody, discretionary portfolio management and  associated services. WealthKernel may also provide additional services such as investment dealing services as we may from time to time agree with WealthKernel. The WealthKernel Retail Client Terms covers us and you as one of our clients. When you become a client by signing our application form, you will also accept and be bound by the terms of the WealthKernel Retail Client Terms. It is important for you to understand that this means you will be both our client and also a client of WealthKernel.

General

6. The provision of any services through the platform is conditional upon your prior acceptance of each of the sections in these Terms. You should ensure that you read these Terms carefully as they are important and will govern the basis on which each party will provide services to you. Please note that these Terms, including the WealthKernel Retail Client Terms, may be amended from time to time and we will provide you with updated Terms when we are in receipt of the same.

7. Please note that the Thesis Portfolio - Powered By Pynk Investment Functionality Terms of Use and WealthKernel Retail Client Terms are conditional on each other. Termination of one of these sets of terms will result in termination of the other set of  terms.

8. In these Terms, unless specified otherwise, “you” or “your” means you, and if you are using our Services on behalf of a legal person, business or other organisation (“Organisation”) includes you and also such Organisation. By using our Services on behalf of any Organisation, you represent and warrant that you have all necessary capacity and authority to enter into these Terms on behalf of such Organisation as a legally binding contract between such Organisation and us in all applicable jurisdictions and that the Organisation enters into such contract.

9. If you would like to discuss any element of these Terms or any part of the services offered via the app or the Thesis Portfolio - Powered By Pynk website, please email us at hello@pynk.io. For more information on contacting us, please see pynk.io/help resources.

THESIS PORTFOLIO- POWERED BY PYNK INVESTMENT FUNCTIONALITY TERMS OF USE – PYNK ONE LTD

In this section “we”, “our” or “us” means Pynk One Ltd trading as Thesis Portfolio - Powered By Pynk, acting as an appointed representative of Wealthkernel.  Use of the Investment Services (as defined below) is limited to residents of the United Kingdom, as these services are regulated in the United Kingdom by the FCA. You acknowledge  and accept that it is your responsibility to ensure you are not breaking any local or national  laws or regulations by your use of or engagement with our Investment Services.

1. THE INVESTMENT SERVICES

1.1 We may introduce you to WealthKernel for the purposes of receiving discretionary  wealth management and custody services, and making WealthKernel’s services available to you via the platform.

1.2 By entering into these Terms, you agree that:  

1.2.1 you are bound by the terms of the WealthKernel Retail Client Terms set out  in the Schedules to these Terms and acknowledge that the WealthKernel Retail Client Terms constitutes a contract between you and ourselves and also  between you and WealthKernel;

1.2.2 we are authorised to enter into the WealthKernel Retail Client Terms on your  behalf as your agent;

1.2.3 we are authorised to give instructions to WealthKernel on your behalf (as  provided for in these Terms) and to provide information concerning you to WealthKernel and WealthKernel shall be entitled to rely on any such instructions or information without further enquiry;

1.2.4 WealthKernel is authorised to hold cash and investments on your behalf and  is authorised to transfer cash or investments from your account to meet your settlement or other obligations to WealthKernel;

1.2.5 neither we nor WealthKernel will provide investment advice or give advice or  offer any opinion regarding the suitability or appropriateness (as appropriate)  of any transaction or order and we rely on information provided to us by you  in respect of all such matters.

1.2.6 we are not responsible for WealthKernel’s actions, omissions or any obligation  they may owe you under the FCA Rules or the regulatory system (as defined  in the FCA Rules); and

1.2.7 we are authorised to arrange for an alternative custodian and/ or third party  broker to provide execution, clearing, settlement, custody and associated  services in respect of your orders and to enter into agreements, acting as your  agent, to give effect to such arrangements. We will act in good faith in the  selection of any such alternative custodian and/ or third party broker and  satisfy ourselves that the person(s) is competent to carry out its functions and  responsibilities. We will give you at least fourteen (14) days’ notice of any such  change and the terms and conditions that will apply, unless the change is  made to reflect a change of applicable law or is in your favour in which case it  may take effect immediately or otherwise as we may specify.

1.3 You may cancel your Agreement with us within fourteen (14) days from the date it  began. You can do this by notifying us of your decision to cancel by using the following  contact details: support@pynk.io. If you exercise your right to cancel properly, we will  cease the provision of our services to you and terminate these Terms, but such cancellation will not affect those services that have already been provided or are in the  course of being provided and you will be liable for any commissions or fees incurred  as further described in the terms below. If you do not cancel this Agreement in  accordance with the provisions of this clause, this Agreement will continue until  terminated in accordance with the terms below.

2. WE MAY SUSPEND OR WITHDRAW OUR WEBSITE OR SERVICES

2.1 We do not guarantee that the Investment Services will always be available or be  uninterrupted. We may suspend or withdraw or restrict the availability of all or any  part of the Investment Services for business and operational reasons, including where  Crowdsense Ltd (“Crowdsense”) suspends/withdraws its Services under clause [3] of  the Crowdsense Terms. We will try to give you reasonable notice of any suspension or  withdrawal.

2.2 You are also responsible for ensuring that all persons who access the Investment Services through your Thesis Portfolio - Powered By Pynk account are aware of these Terms and other applicable policies, terms and conditions, and that they comply with them.

3. DISRUPTION TO THIRD PARTY SERVICES

You also agree and acknowledge that our ability to provide the Investment Services is  dependent on third parties continuing to provide their services in an available and  uninterrupted manner. In the event that there is an interruption in their services, we may be unable to carry out the Investment Services. We shall not be responsible, and shall accept no liability, for any disruption to the Investments Services that are caused  due to the unavailability of the services of WealthKernel.

4. ONBOARDING

4.1 In order to register for the Investment Services, you must be  

4.1.1 at least eighteen (18) years of age; and

4.1.2 must be a resident of the United Kingdom.

4.2 We have legal obligations to verify your identity and address in order to comply with  the United Kingdom’s anti-money laundering laws and regulations. In order to do this, we may request particular information or documents from you, undertake electronic  checks, or engage third parties to undertake electronic checks to verify the  information you have provided.

4.3 If the information or documents you have provided to us is unable to be verified, we may ask you to provide additional information or documentation for verification purposes. If verification continues to be unsuccessful, we may disable your account  and withdraw your access to the Investment Services.

4.4 If, in our absolute discretion, we suspect or have reason to suspect money laundering or any other illegal activities, we may cease to provide the Investment Services to you  without any explanation or notice, and inform law enforcement or other relevant  authorities of our suspicions and the reasons for them. This is in order for us to comply with our legal obligations.

4.5 Where you are required to provide us with personal information or any other  information in order to register for the Investment Services or satisfy any eligibility  criteria or other ongoing requirements (including in relation to any regulatory  requirements), you agree that any such information you provide will be accurate, complete and current and that you will promptly provide us with any changes or updates to this information. You agree you will only use and maintain one single  account to access or otherwise utilise the Investment Services, and your creation  and/or use of any subsequent accounts may result in our disabling your accounts and  withdrawing your access to the Investment Services.

4.6 We have the right to disable any account and/or cease providing the Investment  Services to you if:

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

4.6.2 you notify Pynk One ltd trading as Thesis Portfolio - Powered By Pynk or  Crowdsense that you know or suspect that anyone other than you knows your user identification code, password or other account details in accordance with clause [4.4] of Crowdsense’s terms and conditions;

4.6.3 Crowdsense elects to disable your account in accordance with clause [4.5] of the Crowdsense’s terms and conditions;

4.6.4 in our reasonable opinion you have failed to comply with any of the provisions  of these Terms;  

4.6.5 we believe that your account is being used for fraudulent and/or illegal purposes; and/or

4.6.6 we identify that any of the personal information you have provided is false, misleading and/or incomplete.


5. ACCOUNT SECURITY

5.1 You will access our Investment Services through the platform. It is therefore important  that you treat your user identification code, password or any other piece of information  used as part of security procedures for that account as confidential. You must not  disclose these to any third party. You accept full responsibility for any actions taken by  anyone in relation to the Investment Services (as well as the services provided by  WealthKernel) using your account details.

5.2 If you know or suspect that anyone other than you knows your user identification code,  password or other account details to access the Investment Services, you must  contact us immediately through Hello@pynk.io. We may share such notification with  Crowdsense and WealthKernel.

6. YOUR PERSONAL INFORMATION

6.1 We take your privacy and our obligations under data protection laws and regulations  seriously. We will only use your personal information as detailed in our Privacy Policy  which is available at https://www.pynk.io/privacy-cookie-policy. You should review our  Privacy Policy to ensure you understand and agree to our collection, use and  disclosure of your personal information.

7. CLIENT CLASSIFICATION

7.1 Unless agreed otherwise by way of a separate agreement (which shall take  precedence), we have classed you as a retail client (as defined in the FCA Rules) for the  purposes of these Terms and the Investment Services. You may at any time ask us to  re-categorise you as a professional client or an eligible counterparty, but it is not our general policy to re-categorise clients and we can reject your request.

7.2 As a retail client, you are entitled to higher protections under the FCA Rules than other types of client. If you are unsure as to whether you are classified as a retail client for the purposes for the FCA Rules, you should seek professional advice from a financial  advisor or other specialised advisor prior to making any investment decisions.

8. INTRODUCTION TO WEALTHKERNEL

8.1 Upon you passing such onboarding checks as specified in these Terms, we will:

8.1.1 arrange for any information to be provided to or from WealthKernel for you to open and maintain an investment account in your name with WealthKernel (including to satisfy any regulatory requirements), for the  purposes of WealthKernel providing you with discretionary management  services in accordance with the WealthKernel Retail Client Terms;

8.1.2 provide functionality via the platform to allow you to notify WealthKernel when you are funding your investment account via a bank transfer in GBP. Your funds will be held by WealthKernel in accordance with the WealthKernel Retail Client Terms;

8.1.3 provide functionality via the platform to allow you to submit disinvestment/withdrawal instructions to WealthKernel for funds to be taken from your investment account and paid to your bank account. Such disinvestments/withdrawals shall be processed in accordance with WealthKernel’s terms and conditions; and

8.1.4 display information about your investment account via the platform which  you should review carefully and inform us promptly if there are any inaccuracies. This information will include any regulatory disclosures and any  exchange rate between GBP and USD which is based on the interbank rates  that can be found at https://finnhub.io/.

As investment manager, WealthKernel has the regulatory responsibility to ensure that the  model portfolio(s) offered via Pynk app and website are suitable for investors.

In this regard, WealthKernel fulfils this obligation via:

8.2 Thesis Portfolio - Powered By Pynk makes available model portfolios for selection by you.  These model portfolios may be provided by Thesis Portfolio - Powered By Pynk to WealthKernel’s Investment Committee (with a representative from Thesis Portfolio - Powered By Pynk) which will either amend or approve said portfolios. This is a limited  service under which Thesis Portfolio - Powered By Pynk will, in collaboration with  WealthKernel, having undertaken a suitability assessment on your investment needs  and personal circumstances, provide you with model portfolios which are capable of meeting your needs.

8.3 With expertise from Thesis Portfolio - Powered By Pynk and investment management  servicing from WealthKernel, the discretionary management service aims to provide  you with the option to invest leaving decision-making with the WealthKernel’s  professional investment managers. This means that WealthKernel manages model  portfolio(s) selected by you within the defined investment mandate. This mandate will  be explained to you in your Personal Investment Report, made available to you in the  app.

8.4 Using the app, you will provide personal information to us so that we can first  determine if investing is suitable for you. If it is, we may proceed to open an Account for you. You must answer suitability questions yourself and once your suitability needs have been assessed, those model portfolios which are suitable for you will be available for you to select.

8.5 Thesis Portfolio - Powered By Pynk nor WealthKernel will provide investment advice to  you. We will ascertain with you that the model portfolio(s) are suitable for you. If you  have any questions regarding your investments, including the risks associated with  investing in a particular product or market, you should consider seeking independent  advice from a suitably qualified professional advisor. This might include, but may not  be limited to, financial advice, investment, legal and tax advice. Neither Thesis Portfolio - Powered By Pynk nor WealthKernel can give you any investment, legal, taxation or  other advice in connection with your investments, which will depend on your  individual circumstances and may be subject to change in the future. You must ensure that you have obtained appropriate information to enable you to make an  independent assessment of your investments and any instruction to buy or sell  investments is based on your own judgement and not on any representations,  research, tools or information you may have received from Thesis Portfolio - Powered By  Pynk, WealthKernel or any of their representatives. We will only assess whether or not  you are suitable for the model portfolios which are made available to you within this  service.

8.6 The portfolios will be managed according to the following:

8.6.1 WealthKernel’s professional investment managers will manage the  investments held within the model portfolio on a discretionary basis in  accordance with these Terms. This means that WealthKernel will, normally acting as your agent, have complete discretion in respect of the model  portfolio in which you are invested enabling it to enter into any kind of  transaction on your behalf, using a broker or agent if WealthKernel chooses;  

8.6.2 WealthKernel also has the right to change your investments should  circumstances change, for example if you withdraw your money so that what  is left is not sufficient to justify the strategy being used;

8.6.3 WealthKernel does not delegate any element of the discretionary  management services it provides. However, WealthKernel reserves the right  to do so, for example, in order for WealthKernel to provide you with an  improved level of service. WealthKernel will notify you before any delegation  of any aspect of the discretionary management service through the  Thesis Portfolio - Powered By Pynk app;

8.6.4 every 12 months we will send you an app reminder to make sure the model  portfolio service is still suitable. In the event that this is not the case, we may  recommend an alternative investment selection, or that you close your  Account. Should you decide not to follow our recommendation, your account  may be disinvested and/or closed without further notice. We will not be liable  for any losses you incur as a result; Furthermore the Platform Provider will  stop managing your investments on a discretionary basis.  

8.6.5 if we find that you are not suitable for investing in the model portfolio(s) we  reserve the right to exit you from the model portfolios. We will explain why  this happened and offer you a way to resolve the issue.

8.6.6 specifically, for the discretionary management service WealthKernel will  notify us and we will in turn:  

(a) provide you with periodic reports on your investments on a monthly  basis. Such periodic statements will detail the value of your  investments, and the value and composition of your portfolio. You acknowledge that variations in market conditions will mean that the  prices shown in periodic statements and any other reports do not  necessarily reflect realisable values. The basis of valuation will be  stated in the valuation;  

(b) Provide you with an annual report regarding all costs and charges  (including costs and charges in connection with the discretionary  management service and holding the financial instruments in your  portfolio);

and  (c) Notify you where the overall value of your investment portfolio, as  evaluated at the beginning of each quarterly reporting period,  depreciates by 10% (and thereafter multiples of 10%) on the next  Business Day following depreciation.  

You should check the periodic reports carefully and notify us promptly if there  is any inaccuracy.

8.7 WealthKernel is responsible for the provision of the discretionary management and  custody services. You accept and acknowledge that where we arrange for an  investment account to be opened in your name and/or provide you with the ability to pass instructions to Wealthkernel, we are not responsible for the completion of those matters.

ESG

Does Pynk invest in ESG (environmental, social and governance) impact projects?

ESG investing is a core pillar of the Pynk mission, so we can make investing better together. We are committed to funnelling as much of our managed assets into ESG projects as possible, through the power of Crowd Wisdom. We have many ESG-focused additions coming to the platform, giving you transparency as well as feedback on the ESG performance of all kinds of investments. As a Crowd member, you'll be able to influence the ESG policy of Pynk. And in later releases, you'll be able to shape your portfolio according to your ESG preferences.

Can I control which assets classes my money goes into?

In our future product pipeline is the ability to remove certain asset classes from your investment portfolio, or invest more heavily into those you like. That means you will have transparency and control over where your money is invested.

How else I can save the world with Pynk?

At the end of each Wisdom Point exchange cycle, you can either exchange your earned WP's for monetary value in the managed investment portfolio - or you can donate that value to planting trees (coming soon with more good causes to follow, shaped by the Crowd).

9. RISKS ASSOCIATED WITH INVESTING THROUGH THE INVESTMENT SERVICES

9.1 Set out below are some of the key risks you should be aware of when deciding whether  to use Wealthkernel’s services via the Investment Services. The risks set out below do not represent all the risks involved, as there may be additional risks to you and your  capital that we are not aware of both currently and in the future. The summary set out below is also not a comprehensive explanation of the key risks, and if you have any  questions or need further information, we strongly recommend you seek professional  advice from a financial advisor or other specialised advisor.

9.2 The value of an investment may go down or may go up at any time based on  numerous factors. There is no guarantee of your investment making a profit, and it  may make a loss. As such, there is a significant risk that you will lose some or all of the  capital you invest via Wealthkernel.

9.3 As past performance is not an indicator of future performance, it is impossible to  accurately predict the way in which an investment will perform. Whilst you may have  access to a company’s statements, estimates, projections, or anticipated future  performance, the actual performance of an investment may vary significantly from  any estimates, projections, or anticipated future performance. We do not recommend  that you rely solely on estimates, projections, anticipated future performance, or any  other documentation about an investment when making investment decisions.

9.4 A company you invest in may make additional shares available to additional investors  at a current or future date. This will significantly impact the value and rights associated  with the shares you invest in. The additional shares may have rights associated with  them that you are not entitled to, and you may be impacted by the actions of those  owning different shares to you. These processes are known as dilution, and there is a  significant risk that any investment you make is subject to dilution.

10. INVESTING THROUGH THE INVESTMENT SERVICES

In order to invest with WealthKernel via the Investment Services, you will need to have  sufficient funds in your account with WealthKernel to enable investment and to pay  any fees, charges, taxes or duties which may be incurred in the course of the  transaction.

11. CHARGES AND FEES

11.1 Our charges and fees for the Investment Services generally, and for investment  Services specifically, are set out on our website at https://www.pynk.io/Thesis Portfolio/costs-and-charges and will apply to any actions taken in relation to the Investment Services  unless otherwise agreed in writing.

11.2 WealthKernel does not charge you directly for their services, rather they provide their  services on the basis that we pay their fees on your behalf from your account held with  WealthKernel. To see more information about your account fees (which include those of Wealthkernel), please read the explanation of our charging structure set out on our  website. Please note that it is possible that taxes or costs may exist in addition to those  which we pay or impose.

11.3 In the event of non-payment or late payment of fees, you agree that we may use, sell,  retain or set-off assets held by WealthKernel on your behalf.

11.4 You acknowledge and agree that you are wholly liable for, and will pay our fees and  charges, for the relevant Investment Services. Our fees and charges will be deducted  from your WealthKernel account as and when they fall due from time to time and in  accordance with the fees and charges information set out on our website. You agree  and acknowledge that you authorise WealthKernel to make these payments to us on your behalf on each occasion.

11.5 You acknowledge and agree that you are wholly responsible for any taxes or duties,  local or international, which are incurred as a result of your investments and your use  of the Investment Services. You acknowledge and agree that taxes or duties may not  be imposed at the time of purchasing the investment, but at a later date, and you agree that you will remain responsible for such taxes and duties as and when they are incurred or fall due.

12. THIRD PARTY CHARGES

12.1 You will be wholly responsible for any fees incurred in the transfer, deposit or  withdrawal of any funds to and from your WealthKernel account and your bank  account or other banking service provider. We will not be responsible or liable for any  fees or charges incurred by you from your bank, banking service provider or payment  service provider for any transactions made in connection with the Investment  Services.

12.2 You also agree that you will be wholly responsible for:

12.2.1 any additional administrative expenses or legal or other professional costs  that we may incur if we agree or are obliged to carry on activities outside the  ordinary scope of our services; and

12.2.2 any reasonable costs related to the cancellation or termination of these Terms.

13. PROFESSIONAL ADVICE

13.1 You are solely responsible for your financial, taxation and legal affairs. This means that  you should seek professional advice from investment, taxation and legal professionals,  and any other professionals who may be required to advise you on your situation in  relation to investing via the Investment Services.

13.2 The taxation implications of investing can be complicated and may change throughout the course of your use of the Investment Services. You should ensure you  have current and accurate information about any implications investing may have on your taxation obligations prior to making investments via the Investment Services.

14. CONFLICTS OF INTEREST

14.1 We and our associates may provide services or enter into transactions in relation to  which we and/or our associates, has, directly or indirectly, a material interest or a  relationship of any description with a third party which may involve a conflict of  interest or potential conflict of interest with you. We or any of our associates may, for  example:

14.1.1 be the financial adviser to the issuer of the investment to which any instructions relate;

14.1.2 for its interests have a (long or a short) position in the investments to which  any of your instructions relate; or

14.1.3 for its interests be connected to the issuer of the investment to which any instructions relate.

14.2 We may receive remuneration from fund managers or banks in connection with us providing services to them. These payments are calculated by reference to the agreement that we has with that person. If that means there will be a deduction in the  value of the account held by you through us, that deduction will be disclosed to you  as set out in the FCA Rules.

14.3 In accordance with FCA Rules and our own Conflicts of Interest Policy, we have in place  arrangements to prevent or manage conflicts of interest that could arise in the course  of providing our services to you. In the event of an actual or potential conflict of  interest, we will follow these steps to manage such actual or potential conflict of interest so as to prevent it from adversely affecting your interests.

14.4 If we are unable to prevent or manage the conflict of interest, we will inform you and obtain your consent before we proceed.

14.5 Further details of our Conflicts of Interest Policy are available upon request. You will  be notified of any material changes to our and/or Wealthkernel’s Conflicts of Interest Policy via email or notification in Pynk platform app. 

14.6 You agree that we may provide any services to others or carry out transactions as principal where we have (directly or indirectly) a material interest or relationship which may involve a conflict with your interests. We shall not be liable to account to you for any profit, benefit, commission or remuneration received in these circumstances nor shall our fees under these Terms be abated. None of the services to be provided hereunder nor any other matter shall give rise to any fiduciary or equitable duties which would prevent or hinder us or any Associate of ours from providing investment services to other persons.

14.7 You agree that in providing our services to you under these Terms, we will not be required to have regard to, or have any duty to disclose to you, or utilise for your benefit, any information which comes to our notice in the course of carrying on any other business or as a result of or in connection with services provided to other persons, or which is not known to our employees who are dealing for or with you. Furthermore, we shall not be obliged to disclose to you any information which we are prohibited from disclosing or which in our reasonable opinion it would be inappropriate to disclose given our legal and regulatory obligations.

15. LIMITATION OF LIABILITY

15.1 We and WealthKernel and each of our or Wealthkernel’s directors, employees or agents (the “Service Providers”) exclude and/or limit our liability to the maximum  possible extent that we are permitted to under applicable law. The Service Providers  shall not be liable for any loss or damage sustained by you as a direct or indirect result  of the provision by the Service Providers of any of the services under these Terms, save  that nothing in these Terms or the Schedules exclude or restrict any of our or  WealthKernel’s liability resulting from: 

15.1.1 death or personal injury; 

15.1.2 breach of any obligation owed to you under the regulatory system (as defined  in the FCA Rules); or 

15.1.3 the negligence, fraud or wilful default; or 

15.1.4 to the extent that exclude or limit any liability to the extent the same cannot be excluded or limited by law.

15.2 The Service Providers shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings (anticipated or otherwise), loss of goodwill, any wasted expenditure or any loss or corruption of data claims by third parties (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused, even if caused by a Service Provider’s negligence and/or breach of contract and even if such loss was reasonably foreseeable or a Service Provider had been advised of the possibility of the client incurring the same.

15.3 None of the Service Providers we will be liable for non-performance the Investment Services, breach of these Terms, the non-performance of the services under the terms and conditions with WealthKernel nor the breach of those terms and conditions where it is caused by force majeure (for example war, riot, force of nature, strike, unavailability of IT-systems, unavailability of communication services, power outage, cyberattack), acts of public authorities or any other factor independent of you/us, provided the party in breach could not have affected the issue arising and the issue could not have been reasonably expected to have been avoided.

15.4 The Service Providers will not be liable to you for any losses or costs caused to you where they were caused by the fact that you had not duly performed any of your obligations under the Terms and/or to the extent that your actions or omissions caused and/or increased your losses or costs.

15.5 Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising.

16. INDEMNITY 

You indemnify and hold us, our company, our subsidiaries, members, directors, partners, officers, employees, contractors, agents and the Service Providers harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with your engagement with the Investment Services, any content on the Investment Services shared by you or other users, any third party websites or resources found through the Investment Services, any users of the Investment Services, or any breach of these Terms or any law or regulation in any jurisdiction.

17. BREACH OF THESE TERMS

17.1 When we consider that a breach of these Terms has occurred, we may take such  action as we deem appropriate. Failure to comply with these Terms may result in our  taking all or any of the following actions: 

17.1.1 immediate, temporary or permanent withdrawal of your right to use the  Investment Services; Page 13 of 32 Thursday, 29 April 2021

17.1.2 termination of these Terms; 

17.1.3 issue of a warning to you; 

17.1.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; 

17.1.5 further legal action against you; and 

17.1.6 disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

17.2 We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

18. TERMINATION

18.1 We may immediately terminate your account with us at any time at our absolute  discretion if we know, suspect, or have reason to suspect:  

18.1.1 You have breached these Terms; 

18.1.2 you are using the Investment Services illegally, fraudulently, or otherwise in breach of these Terms; 

18.1.3 you enter into a voluntary arrangement with your creditors; and 

18.1.4 you take any action in connection with declaring bankruptcy, entering  administration, provisional liquidation, being wound up, having a receiver  appointed, or ceasing to carry on all or a substantial part of your business. 

18.2 We may also terminate your account at any time, for any reason, upon providing you with [30 days] written notice.  

18.3 You may terminate your account with us at any time by following the instructions on  the platform from time to time. 

18.4 Upon termination of your account with us, your agreement with WealthKernel under  the WealthKernel Retail Client Terms will also terminate. WealthKernel will continue  to hold investments and client money on your behalf until it is able to release them or  transfer them in to your bank account nominated for withdrawals under the  WealthKernel Retail Client Terms. Once the investments and client money has been  released or transferred as per your instructions, we will cease to act for you or on your  behalf in relation to the Investment Services. 

18.5 If for whatever reason our relationship with WealthKernel ends, we will tell you if we  have: 18.5.1 made arrangements with another service provider, and we will tell you what  that means to you;  

18.5.2 will close your account and tell you what that means to you, in either case your rights will be similar to the rights set out in these Terms between  us and you. 

18.6 If WealthKernel needs to end the relationship with us in respect of an account or  accounts held by you through us we will: 

18.6.1 make arrangements with another service provider, and we will tell you what  that means to you; 

18.6.2 will suspend or close your account and tell you what that means to you, in either case your rights will be similar to the rights set out in the main agreement  between us and you.

18.7 If you are deemed legally incapable of engaging with the Investment Services, and we  are provided with documentation to this effect, we will manage your account in  accordance with any instructions received under a power of attorney, until such time  as the power of attorney is revoked or until the time of your death. Any actions we take  based on instructions received under a power of attorney will be subject to our stated  fees and charges.  

18.8 Where we are provided with notification and documentation of your death, we will take no further actions in relation to the Investment Services until we receive a grant of probate or equivalent documentation. This means that WealthKernel will continue to manage your account in accordance with any instructions you have given us so far. Otherwise, we will only take further instructions once we have been presented with a valid grant of representation from a court. On receipt of a grant of probate or equivalent documentation, we will manage your account in accordance with any instructions received from your executor or personal representative. Any actions we take based on instructions received from your executor or personal representative will be subject to our stated fees and charges.

19. DISPUTES OR COMPLAINTS 

19.1 In the event of any complaint regarding our services you should contact us and we will handle your complaint for you. 

19.2 We will try to resolve any disputes with you or complaints from you as quickly and  efficiently as possible and aim to respond to all enquiries within 1 business day. If you are unhappy with the Investment Services, please contact us at hello@pynk.io. We will  provide you with information about how we deal with disputes or complaints, the timelines in which we will respond to your concerns, and what further action is  available to you. You may also request this information at any time using the above  contact details. 

19.3 We will consider a complaint to be closed in any of the following circumstances: 

19.3.1 if at any time a complainant has accepted in writing an offer of redress or has  written to us confirming that he/she is satisfied with our response to the  complaint (or simply confirms in writing that he/she wishes to withdraw the  complaint). We will write to the complainant acknowledging receipt, making  redress (if appropriate) and confirming that the complaint has been closed; or 

19.3.2 if you have not replied to an initial or interim letter offering redress having been invited to do so within eight weeks of the date of the letter and such  offer of redress has been made, or set aside for you to claim if it cannot be  made because you have not replied. 

19.4 If we are not able to resolve the dispute or complaint to your satisfaction, you are  entitled to raise your concerns with the Financial Ombudsman Service, whose contact  details are set out on their website (http://www.financial-ombudsman.org.uk/).  

19.5 If the Financial Ombudsman is not able to resolve the dispute or complaint to your satisfaction, they will advise you of what further actions you may be entitled to take.

20. COMPENSATION 

20.1 When you invest via the Investment Services, your activities may be covered by the  Financial Services Compensation Scheme. You may be entitled to compensation if we  or WealthKernel do not meet our legal obligations to you. You can find out more about  the Financial Services Compensation Scheme on their website. The level of  compensation depends on the type of business and the circumstances of your claim,  and you are covered up to a maximum of £85,000 per person. 

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

20.3 For the avoidance of doubt, the services that are provided by Crowdsense through platform are not regulated by the FCA and as a result do not fall within the scope of the Financial Services Compensation Scheme.

21. AMENDMENTS

21.1 You agree that we have the right under these Terms to alter these Terms (including  the WealthKernel Retail Client Terms) and this summary of those terms at any time, upon giving prior notice to you unless it is impracticable in the circumstances to give  such notice, provided they conform to the requirements of this clause. 

21.2 We and WealthKernel may vary these Terms and the fees and charges at any time if  we or they have a valid reason to do so. We and WealthKernel consider the following  to be valid reasons: 

21.2.1 changes to relevant law or regulation, or a decision of the Financial Ombudsman Service; 

21.2.2 changes to the way we are taxed (including the requirement to pay any  government or regulatory levy), or you and your product are taxed; 

21.2.3 changes required by any regulatory or tax authority or industry guidance or codes of practice; 

21.2.4 changes in the way investment markets work, including changes in  investment/securities dealing or administration which may affect your  account; 

21.2.5 to make the Terms easier to understand and any other changes that are not detrimental to you; 

21.2.6 if it becomes impossible or impractical, in our reasonable opinion, to carry out  any of the Terms as a result of circumstances beyond our reasonable control; 

21.2.7 to reflect changes to our services or the manner in which we provide them to you; 

21.2.8 to reflect changes to the level of charges applicable to your account; 

21.2.9 to reflect changes to the range of investments we make available to you from time to time; or 

21.2.10 to reflect improvements to our online service that technological, service or propositional enhancements have allowed us to make. 

21.3 Changes to these Terms which are due to reasons outside our or Wealthkernel’s control (e.g. changes in legislation) or are not detrimental to you (e.g. improvements  to the service we are able to offer you) will take effect immediately and we will notify you at the next appropriate opportunity. 

21.4 In the case of changes that we have to make for the purposes of complying with regulatory requirements, we or WealthKernel may vary these explanations of your relationship with us or them with immediate effect.

22. THIRD PARTY RIGHTS AND ASSIGNMENT

22.1 A party who is not a party to these Terms cannot enforce the rights or enjoy the  benefits of any of its provisions, in accordance with the Contracts (Rights of Third  Parties) Act 1999. 

22.2 You may not assign or transfer your rights or responsibilities under these Terms to any  other party without our written agreement. 

22.3 We may at any time assign or transfer any or all of our rights under these Terms,  provided that we meet our regulatory and legal obligations prior to doing so.  

22.4 We will provide you with written notice, in accordance with these Terms, prior to assigning or transferring any of your rights under these Terms.

23. COMMUNICATION

23.1 You specifically consent to us communicating with you by email or by placing  information on the platform. You also authorise us to communicate with you by letter,  telephone, SMS or email and to discuss matters with you in person. 

23.2 For the avoidance of doubt, such consent includes your consent to receive  confirmations and any other reports, documents, statements or similar that we may  provide to you in connection with these Terms by way of email or other electronic means, including by placing such information on our platform. This is without  prejudice to any rights you may have to request hard copies of such documents. 

23.3 WealthKernel shall only accept instructions concerning your account(s) from us and  not directly from you, unless a separate specific agreement has been made relating to  instructions, (including such further mandate and/or indemnities as WealthKernel  may require). Unless we notify WealthKernel in good time in writing to the contrary to  prevent the processing of any instructions, WealthKernel shall be entitled to rely upon  and act in accordance with any instruction which WealthKernel believes in good faith  to have been given by us or our agents on your behalf. WealthKernel reserve the right  to take such action as it considers appropriate, in accordance with our agreement with  them. WealthKernel will not be required to verify or clarify any instruction received  unless they believe they need to. WealthKernel will not be responsible for any delays  or inaccuracies in the transmission of any instructions or other information due to any  cause outside WealthKernel reasonable control. 

23.4 WealthKernel may, in its absolute discretion, refuse to accept any order or other instruction for your account(s) held through us. WealthKernel will advise us of its  decision and may advise us of the reason for its decision unless prevented from doing  so by law, Court order or instruction by the FCA. 

23.5 You should direct all enquiries regarding your account to us and not to Wealthkernel. 

23.6 You undertake to keep the contact details up to date. If the contact details should change, then you shall, without delay, provide us with your updated contact details.  You can update your contact details via the platform.

23.7 You can contact us by emailing us at hello@pynk.io

23.8 These Terms and all communications made in respect of them will be in English.

24. RECORDINGS OF CONVERSATIONS AND ELECTRONIC COMMUNICATIONS

24.1 We may record telephone conversations we have with you 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. 

24.2 Where we have recorded a conversation we have had with you or stored an electronic communication between you and us in accordance with our obligations under the FCA Rules, we will make a copy of such recordings and/ or communications available to you on request for a period of five (5) years or, if required by the FCA, for up to seven (7) years.

25. CONFIDENTIALITY

25.1 Neither you nor us may disclose to any other person information of a confidential  nature relating to the other party that is acquired in consequence of entering into  these Terms, except for information which we or you are bound to disclose by law or regulation, or which is requested by regulatory or fiscal authorities or a court of  competent jurisdiction, or which is disclosed to professional advisers where  reasonably necessary for the performance of their professional services.  

25.2 We may disclose confidential information relating to you to our employees, Wealthkernel, delegates and other third parties but only to assist or enable the proper  performance of the Investment Services.  

25.3 In addition, we may disclose confidential information relating to you in the following circumstances: 

25.3.1 to investigate or prevent fraud or other illegal activity;  

25.3.2 for purposes ancillary to the provision of services under these Terms;

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

25.3.4 at your request or with your consent.

26. INTELLECTUAL PROPERTY

26.1 Any intellectual property rights owned by you or us prior to you agreeing to these  Terms (“Pre-existing IP”) shall remain the sole property of its owner prior to the date  of you agreeing to these Terms and nothing in these Terms, nor the performance of  either any party of their obligations under them shall provide either any party with any  right, title or interest in the Pre-existing IP of another party. 

26.2 All intellectual property rights which are created pursuant to the provision of the Investment Services by us (other than those which subsist in your personal data) shall vest on creation in us and shall remain our sole property (including any rights that may subsist in any other data produced pursuant to the use by the you of the Investment Services and/or the services provided by Crowdsense).

27. ENTIRE AGREEMENT

27.1 These Terms contains the whole agreement between us relating to the matters  contained in these Terms and supersedes any previous agreement (whether oral or in  writing) between the parties relating to those matters. 

27.2 Except as required by statute, no terms will be implied (whether by custom, usage,  course of dealing or otherwise) into these Terms. 

27.3 Each of us acknowledge that in entering into these Terms we have not relied on any  express or implied representation (including any made negligently), assurance,  undertaking, collateral agreement, warranty or covenant which is not set out in these  Terms. 

27.4 In connection with the subject matter of these Terms, each of us waives all rights and  remedies (including any right or remedy based on negligence) which might otherwise  be available to it in respect of any express or implied representation, assurance,  undertaking, collateral agreement, warranty or covenant which is not set out in this  Agreement. 

27.5 Nothing in this clause limits or excludes any liability for fraud.

28. GENERAL

28.1 No person other than you, us and your legal representatives shall be entitled to enforce  these Terms in any circumstances. 

28.2 Any failure by us (whether continued or not) to insist upon strict compliance with any  of the Terms shall not constitute nor be deemed to constitute a waiver by us of any of  our or their rights or remedies.

28.3 Nothing in this Agreement is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.

29. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

29.1 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

30. ANTI-CORRUPTION, PROHIBITED ACTS, ANTI-TAX EVASION AND MODERN SLAVERY

30.1 You will, and will take reasonable steps to ensure that any of your agents and delegates will: 

30.1.1 not do or omit to do any act or thing which constitutes or may constitute a  Prohibited Act; For the purpose of this Clause 30.1.1. “Prohibited Act” means (i) directly or  indirectly offering, promising or giving any person working for or engaged by  us a financial or other advantage to: (A) induce that person to perform  improperly a relevant function or activity; or (ii) reward that person for  improper performance of a relevant function or activity; (iii) directly or  indirectly requesting, agreeing to receive or accepting any financial or other  advantage as an inducement or a reward for improper performance of a  relevant function or activity in connection with these Terms; or (iv) committing any offence:- (A) under anti-bribery laws, being any and all  statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees  and laws ( contract with us; or (v) defrauding, attempting to defraud or  conspiring to defraud us. 

30.1.2 without prejudice to clause

30.1.1 not do or omit to do any act or thing which  causes or may cause us to be guilty of an offence under section 7 of the  Bribery Act (or would or may do so if we were unable to prove that you had in  place adequate procedures designed to prevent persons associated with you  from undertaking such conduct, complaint with the guidance published  under section 9 of the Bribery Act); 

30.1.3 have, and comply with, adequate procedures designed to prevent persons  associated with you from undertaking conduct causing you to be guilty of an  offence under section 7 of the Bribery Act and complying with the guidance  published under section 9 of the Bribery Act; 

30.1.4 from time to time, at our reasonable request, confirm in writing that you have  complied with your undertakings under clauses 30.1.1 to 30.1.3 (inclusive) and  will provide information reasonably requested by us in support of such  compliance;

and 30.1.5 promptly give written notice to us upon a breach, or suspected breach, of any of your obligations under clause 30.1 or 30.2. 

30.2 If you or to your actual knowledge, acting reasonably, anyone acting on your behalf  commits any Prohibited Act in relation to these Terms or any other contract with you  or in relation to any matter or activity pertaining to any public body in the United  Kingdom, you shall promptly inform us of the occurrence of such Prohibited Act and  render all such assistance to us as we may reasonably require in investigating such  acts. 

30.3 You will, and will use all reasonable endeavours to procure that your officers, employees, agents, sub-contractors and any other persons who perform services for  or on our behalf will: 

30.3.1 not do or omit to do any act or thing which constitutes or may constitute a Tax Evasion Offence as defined in Criminal Finances Act 2017;

30.3.2 not do or omit to do any act or thing which causes or may cause us or you to  commit a Tax Evasion Offence; 

30.3.3 without prejudice to clauses 30.3.1 and 30.3.2, not do or omit to do any act or  thing which may cause you to compromise the reasonableness of the  prevention procedures you have in place to prevent tax evasion or the  facilitation of tax evasion; and/or 

30.3.4 provide us (at your cost) with such assistance or any information as we may  require from time to time to enable us to: 

(a) perform any activity or provide any information required by any  relevant Authority in any relevant jurisdiction for the purpose of  compliance with any proceeds of crime, anti-money laundering, prevention of tax evasion or prevention of facilitation of tax evasion  law, guidance, investigation and/or Authority or court direction, or 

(b) self-disclose any conduct to or to co-operate with any Authority in its  sole discretion acting reasonably. 

(c) For the purpose of this Clause 30.3.4. “Authority” means means any  government instrumentality or agency or any government-funded  entity (including any multilateral development bank) or any  subdivision thereof that is wholly or partially responsible or  empowered to review, consider, analyse or investigate any person's  activity, and/or regulate, sanction and/or prosecute any person for  compliance or non-compliance with law, regulation or best practice  in the UK.  

30.3.5 You will, and will use all reasonable endeavours to procure that your officers, employees, agents, sub-contractors and any other persons who perform services for or on your behalf take all such measure reasonably available to prevent the risks of modern slavery arising in your supply chain.

SCHEDULE 1 WEALTHKERNEL CLIENT RETAIL TERMS AND CONDITIONS. 

An explanation of relationship between WealthKernel and you.

You have a relationship with WealthKernel because you have an account with Thesis Portfolio - Powered By Pynk

1. RELATIONSHIP WITH WEALTHKERNEL 

1.1 Pynk One Ltd trading as Thesis Portfolio - Powered By Pynk (“Pynk”, “our”, “us” or  “we”) has entered into this agreement (WealthKernel Agreement) with  WealthKernel Ltd, Company number 09686970, registered office City Place House  55 Basinghall Street 6th Floor London England EC2V 5DU, (“WealthKernel” ), on  behalf of ourselves and each of our customers (“you” or “Customer”) whereby  WealthKernel has agreed to provide clearing and settlement, safe custody and  associated services for our customers to use. WealthKernel will also be the  Discretionary Portfolio Manager and Investment Manager for portfolios provided  on Thesis Portfolio - Powered By Pynk platform, WealthKernel may also provide  additional services such as investment dealing services as we may from time to  time agree with Wealthkernel. 

1.2 The WealthKernel Agreement covers Thesis Portfolio - Powered By Pynk and you as  one of our customers. When you become a Customer by signing our application  form, you will also accept and be bound by the terms of the WealthKernel Agreement and also become a customer of WealthKernel. It is important for you to  understand that this means you will be both Thesis Portfolio - Powered By Pynk’s  Customer and also a customer of WealthKernel. 

1.3 WealthKernel is authorised and regulated by the Financial Conduct Authority (FCA) which is at 12 Endeavour Square, London E20 1JN. 

1.4 In consideration of WealthKernel making their services available to you, you agree  that: 

1. Thesis Portfolio - Powered By Pynk is authorised to enter into the Agreement  on your behalf as your agent; 

2. you are bound by the terms of the WealthKernel Agreement as  summarised in this Schedule and acknowledge that the WealthKernel  Agreement constitutes a contract between you and Thesis Portfolio - Powered By Pynk and also between you and WealthKernel; 

3. Thesis Portfolio - Powered By Pynk is authorised to give instructions to WealthKernel on your behalf (as provided for in our terms of business  (Terms) and the Agreement) and to provide information concerning  you to WealthKernel and WealthKernel shall be entitled to rely on any  such instructions or information without further enquiry; 

4. WealthKernel is authorised to hold cash and investments on your behalf  and is authorised to transfer cash or investments from your account to  meet your settlement or other obligations to WealthKernel.

1.5 WealthKernel will not provide you with investment advice nor give you advice or offers any opinion regarding the suitability or appropriateness (as appropriate) of any transaction or order and relies on information provided to it by Thesis Portfolio - Powered By Pynk in respect of all such matters. In the same way Thesis Portfolio - Powered By Pynk is not responsible for WealthKernel ’s actions, omissions or any obligation they may owe you under the FCA Rules or the regulatory system.

2. COMMUNICATION AND INSTRUCTIONS

2.1 WealthKernel shall only accept instructions concerning your account(s) from  Thesis Portfolio - Powered By Pynk and not directly from you, unless a separate specific  agreement has been made relating to instructions, (including such further  mandate and/or indemnities as WealthKernel may require). Unless Thesis Portfolio - Powered By Pynk notifies WealthKernel in good time in writing to the contrary to  prevent the processing of any instructions, WealthKernel shall be entitled to rely  upon and act in accordance with any instruction which WealthKernel believes in  good faith to have been given by Thesis Portfolio - Powered By Pynk or our agents on  your behalf. WealthKernel reserves the right to take such action as it considers  appropriate, in accordance with Thesis Portfolio - Powered By Pynk’s agreement with  them. WealthKernel will not be required to verify or clarify any instruction received  unless they believe they need to. WealthKernel will not be responsible for any  delays or inaccuracies in the transmission of any instructions or other information  due to any cause outside WealthKernel ’s reasonable control. 

2.2 WealthKernel may, in its absolute discretion, refuse to accept any order or other  instruction for your account(s) held through Thesis Portfolio - Powered By Pynk.  WealthKernel will advise Thesis Portfolio - Powered By Pynk of its decision and may  advise Thesis Portfolio - Powered By Pynk of the reason for its decision unless prevented from doing so by law, Court order or instruction by the FCA. 

2.3 You should direct all enquiries regarding your account to Thesis Portfolio - Powered By  Pynk and not to WealthKernel. 

2.4 Any communications (whether written, oral, electronic or otherwise) between you, Thesis Portfolio - Powered By Pynk and/or WealthKernel shall be in English.

3. WEALTHKERNEL SERVICES

3.1 Thesis Portfolio - Powered By Pynk is the agent of each Customer in its dealings with  WealthKernel. Under this WealthKernel Agreement, WealthKernel has a direct  contractual relationship with the Customer for the provision of custody and trading  services, and investment management services. 

3.2 The discretionary management services are provided by WealthKernel as  explained in the Terms of Use. 

3.3 Thesis Portfolio Powered by Pynk does not hold out WealthKernel as providing any services to the Customer except Trading and Custody and investment  management services, directly to any Customer. All communications, irrespective  of the service with the Customers will be the responsibility of Thesis Portfolio Powered  by Pynk. However, WealthKernel reserves the right to contact any Customer  directly and obtain instructions or information from them if WealthKernel  reasonably determines, in good faith, that such action is necessary to protect the  interests of one or more customers, Thesis Portfolio - Powered By Pynk or  WealthKernel. 

3.4 Thesis Portfolio - Powered By Pynk is the duly authorised agent of each Customer and as agent for each Customer agrees that, upon the opening of an account for a Customer by WealthKernel the Customer concerned will become subject to the terms of this WealthKernel Agreement.

4. CUSTODY

4.1 WealthKernel will register your investments either: 

1. in an account designated with your name, if this has been requested by  Thesis Portfolio - Powered By Pynk; or 

2. in the name of our nominee specified in the WealthKernel Agreement. 

4.2 All investments held in custody will be pooled and allocated between customers in  accordance with the FCA Rules in particular the FCA custody rules. Accordingly,  individual entitlements may not be identifiable by separate certificates, documents  of title or entries on the issuers register. In the event of an irreconcilable shortfall  following a default by any custodian or any third party holding or delivering your  investments, you may not receive your full entitlement and you may share in any  shortfall on a pro rata basis with other customers. If you need more information on  this please let Thesis Portfolio - Powered By Pynk know. 

4.3 WealthKernel will be responsible for receiving and claiming dividends and interest  payments to be credited to your account held through Thesis Portfolio - Powered By  Pynk. WealthKernel will also credit any other payments received for your interest  to your accounts with Thesis Portfolio - Powered By Pynk. All dividends, interest and commission credited to your account or paid to you will be net of any withholding tax and other deductions required to be made by WealthKernel and/or the payee  in accordance with applicable legal or regulatory requirements. WealthKernel will  provide details of all such deductions required to be made by it and will pass on  such information in relation to such deductions by others as it may receive.  Thesis Portfolio - Powered By Pynk will be responsible for any costs and expenses  WealthKernel may incur in receiving and claiming dividends, interest payments  and any other payments. WealthKernel, its nominee and any relevant custodian will  not be responsible for reclaiming any withholding tax and other deductions but  nonetheless may do so if Thesis Portfolio - Powered By Pynk asks them to. 

4.4 WealthKernel shall not be responsible for informing you or Thesis Portfolio - Powered By Pynk of any Corporate Actions or events concerning investments held in  custody including take-over offers, capital reorganisations, company meetings,  conversion or subscription rights but will nevertheless do so, so far as reasonably  practicable. WealthKernel will take up or participate in such events as instructed by Thesis Portfolio - Powered By Pynk provided that such instructions are received within  such time as WealthKernel may stipulate. All entitlements relating to Corporate  Actions in connection with investments held in pooled accounts will be allocated  as far as is reasonably possible on a pro-rata basis, however, WealthKernel may if  this is not possible adjust the allocation of entitlements in such a way as appears to  them to achieve a fair treatment for all participants in the pool. 

4.5 WealthKernel may appoint agents, nominees and custodians (whether in the  United Kingdom or overseas), to hold investments held in custody. WealthKernel  may also appoint sub-custodians (including sub-custodians overseas) being  qualifying custodians for the purposes of the FCA Rules, to hold investments for your account or Thesis Portfolio - Powered By Pynk (as the case may be) on such terms as WealthKernel considers appropriate. 

4.6 WealthKernel will exercise due skill, care and diligence in the selection of agents, nominees and custodians and before nominating a custodian it will undertake a risk assessment of that custodian in accordance with the FCA Rules. WealthKernel may from time to time notify Thesis Portfolio - Powered By Pynk of its arrangements for holding securities in its own name or the name of its nominees and by accepting the terms of the WealthKernel Agreement as summarised in this document, you agree that any such arrangements as so notified shall be binding on you. WealthKernel will be responsible for the acts and omissions of its nominee, however, in the absence of its fraud or wilful default, WealthKernel shall not be responsible for the default of any agents, nominees and custodians, securities depository, intermediate broker, clearing or settlement system or participant in such a system. In the case of any investments held overseas there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of investments.

5. CLIENT MONEY

5.1 Any identifiable money (in any currency) received by WealthKernel for the account  of any Customer (Client Money) will be received and held by WealthKernel in  accordance with the FCA Rules detailed in the Client Asset Sourcebook agreed  between WealthKernel and Thesis Portfolio - Powered By Pynk. Your Client Money  (unless the we instruct WealthKernel to pay such money into an individual client  account) will be pooled with Client Money belonging to our other customers and  will be held in an omnibus Client Money account with an approved banking  institution, appointed by WealthKernel in accordance with the FCA Rules  (Approved Bank). 

5.2 In the event of an irreconcilable shortfall in the omnibus Client Money account  following a default of an Approved Bank or any third party holding Client Money (such as a clearing house, settlement or money transfer system) you may not  receive your full entitlement and may share in any shortfall on a pro rata basis with  other affected customers. It will be Thesis Portfolio - Powered By Pynk’s responsibility  to bring these arrangements to your attention. 

5.3 WealthKernel may, from time to time, hold Client Money in a Customer bank  account with an Approved Bank outside the United Kingdom. In such  circumstances, the legal and regulatory regime applying to the Approved Bank  with which that money is held may be different from that of the United Kingdom  and, in the event of a default of the Approved Bank, such money may be treated differently from the position that would apply if the money was held by an  Approved Bank in the United Kingdom and the rights and protections under the  FCA rules will not be available to you in respect of these overseas Approved Banks.  It will be Thesis Portfolio - Powered By Pynk’s responsibility to bring these  arrangements to your attention. 

5.4 WealthKernel does not pay interest on Client Money.  

5.5 You agree that WealthKernel will cease to treat as Client Money any unclaimed  balances after a period of six years and WealthKernel has otherwise taken  reasonable steps to trace you and return any balance to you and paid the sums to  charity. WealthKernel will nevertheless make good any subsequent valid claim  against such balances. 

5.6 WealthKernel may also appoint agents, sub-nominees and sub-custodians  (whether in the United Kingdom or overseas), to hold investments held in custody.  WealthKernel will exercise reasonable care in the selection of agents, sub nominees and sub-custodians and before nominating a custodian it will undertake  a risk assessment of that custodian in accordance with the FCA Rules.  WealthKernel will be responsible for the acts and omissions of its nominee,  however, in the absence of its fraud or wilful default, WealthKernel shall not be responsible for the default of any sub- nominee, custodian, sub-custodian,  securities depository, intermediate broker or agent, clearing or settlement system  or participant in such a system. In the case of any securities held overseas there  may be different settlement, legal and regulatory requirements in overseas  jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of securities. 

5.7 WealthKernel reserves a right to retain all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to WealthKernel for your account.

6. DISCRETIONARY MANAGEMENT SERVICE

6.1 WealthKernel will provide a service where your investments will be managed on a  discretionary basis. This means that WealthKernel will manage your investment  portfolio in accordance with an agreed investment mandate. This mandate will be  explained to you in your Personal Investment Report, made available to you in the Thesis Portfolio Powered by Pynk application.

6.2 What is WealthKernel discretion when managing your investments? 

1. WealthKernel will manage your assets, on a discretionary basis, in accordance with your Personal Investment Report and these Terms. This  means that WealthKernel will, normally acting as your agent, have complete discretion in respect of your portfolio to enter into any kind of  transaction on your behalf, using a broker or agent if WealthKernel chooses. 

2. WealthKernel also has the right to change your investments should  circumstances change, for example you withdraw your money so that  what is left is not sufficient to justify the strategy being used.  WealthKernel may also exercise this right if the nature of your  investments change to the point they no longer match with the  requirements of your Personal Investment Report.

3. WealthKernel does not delegate any element of the discretionary  management services it provides. However, WealthKernel reserves the  right to do so, for example, in order to provide you with an improved level  of service. WealthKernel will notify you via Thesis Portfolio Powered by Pynk  mobile application before delegating any aspect of the discretionary  management services it provides. 

6.3 Executing transactions For an explanation of how transactions are executed on your behalf, please see Best  Execution Policy, https://www.wealthkernel.com located in WealthKernel’s website.  This sets out how WealthKernel ensures that, when executing transactions on your  behalf, all sufficient steps are taken to obtain the best possible result for you on a consistent basis, taking into account relevant factors, including: price, cost, speed,  likelihood of execution and settlement, size, nature or any other consideration  relevant to the execution of your order. 

Please note that WealthKernel needs to comply with the rules and regulations of the  relevant investment markets and exchanges. As such, by agreeing to these Terms,  you authorise WealthKernel to take all steps that may be required or permitted by  these relevant markets or exchanges, as well as to generally act in accordance with good market practice. 

Furthermore, you confirm that: 

• If you have orders that may be executed outside a trading venue, WealthKernel  will inform you accordingly via Thesis Portfolio Powered by Pynk mobile application  and you expressly consent to WealthKernel proceeding with executing these  orders; 

• In relation to client limit orders, confirm that WealthKernel has your express instruction not to take measures to facilitate the earliest possible execution of any  unexecuted orders in a manner that is easily accessible to other market  participants; and 

• WealthKernel may aggregate your order with those of other clients. Whilst we  will act fairly, the effect of this aggregation may work to your disadvantage in  relation to a particular order. 

6.4 Voting Rights In providing discretionary investment management service to you WealthKernel  may decide at its discretion whether or not to procure the exercise of any voting  rights attaching to your investments. Unless instructed otherwise, WealthKernel  shall be entitled to exercise such rights at its own discretion, providing that  WealthKernel is in compliance with its conflicts of interests policy, which can be  found in Thesis Portfolio Powered by Pynk mobile application.

7. SECURITY

7.1 As continuing security for the performance of your obligations pursuant to the  terms of the WealthKernel Agreement including, without limit, the payment of all  sums due to WealthKernel by you, or through your Account held through  WealthKernel, you agree to grant and grant WealthKernel: 

1. a right over all investments held for your account from time to time in respect of which title has been transferred to WealthKernel its agents,  nominees and custodians; 

2. a right over all certificates or documents of title relating to investments held from time to time for your account by or to the order of  WealthKernel; 

3. a right over your rights in respect of any investments which are held by WealthKernel (or to its order) for your account;  

4. a pledge, lien and right of set-off over and in respect of, all and any  investments, documents of title to property, documents representing  property and all money, investments and other assets of any nature  held by or subject to the control of WealthKernel (its nominees and  custodians) for the your account (including, without limitation, the  benefit of all contractual rights and obligations and any proceeds of  sale), (together, the “Charges”) to recover its costs, charges and any  other sums incurred in relation to the services it provides under the  WealthKernel Agreement that has not been recovered as provided for  in the WealthKernel Agreement from you, including as appropriate to  realise sell, charge, pledge, deposit, borrow against or otherwise deal  the cash or assets within your Account held through WealthKernel to  meet those costs charges and other sums. 

7.2 WealthKernel shall have, to the greatest extent permitted by law and the FCA  Rules, all of the rights of a secured party with respect to any money or other assets  charged to it and you confirm that you will, at the request of WealthKernel , take  such action as may be required to perfect or enforce any security interest and each  irrevocably appoints WealthKernel as their attorney to take any such action on their  behalf. 

7.3 You represent and warrant to WealthKernel that you are the sole and beneficial  owner of all money, investments or other assets of any nature transferred to or held  by WealthKernel their nominees and custodians or the same are transferred to or held by WealthKernel their nominees and custodians with the legal and beneficial  owner's unconditional consent and, in any event, are and will be transferred to or  held by WealthKernel their nominees and custodians free and clear of any lien,  charge or other encumbrance and that you will not charge, assign or otherwise  dispose of or create any interest therein.

7.4 Provided WealthKernel has not been negligent, fraudulent or wilful default,  WealthKernel shall have no liability to you for any cost, loss, liability and expense,  including without limit any loss of profit or loss of opportunity incurred or suffered  by you in consequence of any exercise by WealthKernel of any right or remedy  under this Clause 8 and any purchase, sale, or other transaction or action that may be undertaken by WealthKernel shall be at such price and on such terms as  WealthKernel shall, in its absolute discretion, determine. 

7.5 In exercising any right or remedy pursuant to this Clause 8, WealthKernel is  authorised to combine accounts, effect such currency conversions and enter into  such foreign exchange transactions with, or on behalf of, you, at such rates and in such manner as WealthKernel may, in its absolute discretion, determine.

7.6 No third party shall be required to enquire as to the validity of the exercise by WealthKernel of its powers under this Clause 8.

8. LIABILITY

8.1 Neither Wealthkernel, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision by WealthKernel of its services, save that nothing in the terms set out in this  Schedule exclude or restrict any liability of WealthKernel resulting from: 

1. death or personal injury; 

2. breach of any obligation owed to you under the regulatory system; or

3. the negligence, fraud or wilful default of WealthKernel. 

8.2 WealthKernel shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings, loss of goodwill, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused, even if caused by WealthKernel negligence and/or breach of contract and even if such loss was reasonably foreseeable or WealthKernel had been advised of the possibility of the Customer incurring the same.

9. CONFLICTS OF INTEREST

9.1 WealthKernel or its associates may provide services or enter into bargains in  relation to which Wealthkernel, or its associates, has, directly or indirectly, a  material interest or a relationship of any description with a third party which may  involve a conflict of interest or potential conflict of interest with you. WealthKernel or any of its associates may, for example: 

1. for its interests be the counterparty to a transaction that is executed by  WealthKernel (whether or not involving a mark-up or a mark-down by  WealthKernel or its associates); 

2. be the financial adviser to the issuer of the investment to which any instructions relate; 

3. for its interests have a (long or a short) position in the investments to  which any of your instructions relate; or 

4. for its interests be connected to the issuer of the investment to which any instructions relate. 

9.2 WealthKernel may receive remuneration from fund managers or Approved Banks  in connection with WealthKernel providing services to them. These payments are calculated by reference to the Agreement WealthKernel has with that person. If that means there will be a deduction in the value of the account held by you  through us, that deduction will be disclosed to you as set out in the FCA’s then current rules. 

9.3 WealthKernel has adopted conflict of interest policies in accordance with the FCA’s  requirement for authorised firms to pay due regard to the interests of their  customers, treat them fairly and manage conflicts of interest fairly, both between  themselves and their customers and between different customers. 

9.4 You acknowledge that neither WealthKernel nor any of its associates is required to disclose or account to you for any profit made as a result of acting in any manner described above, except as set out in the FCA’s then current rules.

10. COMPLAINTS

10.1 In the event of any complaint regarding WealthKernel ’s services you should contact Thesis Portfolio - Powered By Pynk and we will handle your complaint for you. 

10.2 Thesis Portfolio - Powered By Pynk will, as soon as is practicable, investigate the  matter with any employees who may be directly concerned to determine the  appropriate course of action. After investigating Thesis Portfolio - Powered By Pynk will write to you detailing the results of the investigation and offering, where  appropriate, redress. 

10.3 WealthKernel will consider a complaint to be closed in any of the following circumstances: 

A. If at any time a complainant has accepted in writing an offer of redress or has  written to WealthKernel confirming that he/she is satisfied with WealthKernel’s response to the complaint (or simply confirms in writing that he/she wishes  to withdraw the complaint). The Head of Compliance will write to the  complainant acknowledging receipt, making redress (if appropriate) and  confirming that the complaint has been closed; or 

B. If you have not replied to an initial or interim letter offering redress having been invited to do so within eight weeks of the date of the letter and such offer of redress has been made, or set aside for you to claim if it cannot be made because you have not replied.

11. FEES

11.1 WealthKernel do not charge you directly for their Services, rather they provide  their services on the basis that we pay their fees on your behalf from your  account held with Thesis Portfolio - Powered By Pynk. To see more information  about your account fees (which include those of Wealthkernel), please read the  explanation of our charging structure. Please note that it is possible that taxes  or costs may exist in addition to those which we pay or impose. 

11.2 In the event of non-payment or late payment of fees, you agree that  WealthKernel may use, sell, retain or set-off assets held by it on your behalf.  WealthKernel will only exercise this right if it has asked Thesis Portfolio - Powered  By Pynk for payment in writing and the sum is outstanding for 30 calendar days  from the date of the request.

12. INVESTOR COMPENSATION

12.1 WealthKernel is authorised by the FCA and as appropriate this may give you certain rights under the UK Financial Services Compensation Scheme. Depending on the type of business and your circumstances, the happening of certain events compensation may be available from that scheme if WealthKernel cannot meet its obligations to you. Further information about compensation arrangements is available from the Financial Services Compensation Scheme.

13. TERMINATION

13.1 If Thesis Portfolio - Powered By Pynk give notice that Thesis Portfolio - Powered By Pynk will close your account with us your relationship with WealthKernel ends at the date of closure of your account. 

13.2 If for whatever reason WealthKernel and our relationship ends, we will tell you if  Thesis Portfolio - Powered By Pynk have  

1. made arrangements with another service provider, and we will tell you what that means to you 

2. will close your account and tell you what that means to you in either case your rights will be similar to the rights set out in the main agreement  between us and you. 

13.3 If WealthKernel need to end our relationship with Thesis Portfolio - Powered By Pynk in  respect of an account or accounts held by you through us we will  

1. make arrangements with another service provider, and we will tell you what that means to you 

2. will suspend or close your account and tell you what that means to you; in either case your rights will be similar to the rights set out in the main agreement  between us and you.

14. GENERAL

14.1 Wealthkernel’s obligations to you shall be limited to those set out in this WealthKernel Agreement and WealthKernel shall, in particular, not owe any wider duties of a fiduciary or any other nature to you.  

14.2 WealthKernel are required to and will observe and apply the requirements of the law of England applicable to the provision of their services under the WealthKernel  Agreement as more particularly agreed between them and us in that agreement. 

14.3 No person other than you, us and your legal representatives shall be entitled to enforce these terms set out in this Schedule in any circumstances. 

14.4 Any failure by WealthKernel (whether continued or not) to insist upon strict compliance with any of the Terms set out this Schedule shall not constitute nor be deemed to constitute a waiver by WealthKernel of any of its rights or remedies.

14.5 These Terms set out in this Schedule shall be governed by English law and you hereby irrevocably submit for the benefit of WealthKernel to the non-exclusive jurisdiction of the courts of England and Wales.

Pynk One Ltd is a company registered in England and Wales (No. 12940786) with the registered office at 20-22 Wenlock Road, London, England, N1 7GU.

Thesis Portfolio is the trading of Pynk One Ltd. Pynk One Ltd (FCA reference no. 942958) is an appointed representative of WealthKernel Limited (FCA reg no. 723719), which is authorised and regulated by the Financial Conduct Authority.

Investing involves risk to your capital. Past performance is not an indication of future results; the value of your investments can go down as well as up, and you may get back less than you originally invested. The information contained herein does not constitute investment advice or investment research and should not be relied upon to make any investment decisions. References to specific assets or securities are included for illustrative purposes and should not be understood as an endorsement or a recommendation to engage in investment activities.

Please invest aware.

Warning - Unregulated to Regulated

You are passing from the Pynk to the Thesis Portfolio area of this site.

Pynk is a brand name of Crowdsense Ltd. Crowdsense Ltd is not authorised and its activities are not regulated by the FCA. As such any activity you undertake with Crowdsense will not be protected under any investor compensation scheme e.g. the FSCS.

Thesis Portfolio is a trading name of Pynk One Ltd (FRN 12940786). Pynk One Ltd is an Appointed Representative of Wealthkernel Ltd (FRN 723719) who are authorised and regulated by the Financial Services Authority. As such your deposits and investments may be protected by an investor compensation scheme i.e the FSCS if Pynk One Ltd is unable to meet its obligations.