Our Client Agreement

Issued on behalf of Independent Advice Ltd. · Version 4, 03.10.2025

This is our standard client agreement, often referred to as a Terms of Business, and includes the attached details of our Managed Portfolio Service. It explains and confirms:

• the services you are being offered,
• the way we will carry out those services, and
• an example of the cost of those services.

Do I need to take any action?

You should ask us to clarify anything that is not clear. If you are in agreement, we ask you to indicate your agreement at the end of this document. This agreement will stay in force until you or we end it, or until you or we ask to change it, giving seven days' notice in writing to that effect. We will keep a copy of this document on file — you may also save the agreement as a PDF or print it out if you require a hard copy.

What comes next?

Unless otherwise agreed in writing, we will treat you as a Retail Client. As a retail client, the regulatory protections you receive are the highest available. You qualify for the Financial Services Compensation Scheme and the Financial Ombudsman Scheme for regulated products.

Can you describe your services?

What services do you not offer?

How will you communicate with me?

• We prefer our communications to be via email. We endeavour to reply to client emails within 48 hours.
• We will communicate with you in writing only if it is strictly necessary.
• We will use only the English language, both verbally and in any written correspondence.
• This agreement is governed by English law.
• Our office and our telephone lines are open 8:30am until 4:30pm weekdays, except for Friday when we close the incoming lines at 2:00pm to allow our team to catch up on the current week and prepare for the following week.

Will you act in my best interest?

We will act honestly, fairly and professionally — known as conducting business in the "Client's best interest". If we become aware that our interests (or those of one of our other clients) conflict with your interests, we will inform you in writing and obtain your consent prior to proceeding with your instructions.

Is your service ongoing?

Yes. Our Financial Planning Service and our Managed Portfolio Service are ongoing. Included in your single monthly fee:

• We will contact you annually to suggest that we arrange a financial review meeting at our offices.
• Alternatively you can request an on-line or telephone review. Where a client has additional needs (such as limited mobility) we will agree to conduct the annual reviews at your chosen location.
• You will receive a valuation of your investments quarterly.
• You will also be offered on-line access, which allows 24/7 valuations.
• You will benefit from the dedicated service of a small, experienced, family-based team. We keep it personal.
• You will receive prompt replies to your email and telephone enquiries.
• We will liaise with your other professional advisers where required.
• We will invite you to receive our in-house blogs.
• We keep you informed of any legislative changes that may affect you, along with regulatory changes, investment market and global economic developments.

If however our advice does not include the recommendation of a financial product, or a financial product that does not include any investment element, there will be no ongoing client reviews and no ongoing fees.

What is discussed at a financial review meeting?

We check to ensure the data we hold still remains correct. Changes could have occurred in the following areas:

• Your personal details
• Your level of income and/or expenditure
• Your level of assets and/or liabilities
• The value of investments and savings you hold personally
• The value of individual and workplace pension schemes
• Details of your estate planning, i.e. your Will and/or Lasting Powers of Attorney
• Your attitude to risk and your capacity to cope with capital loss or income loss
• Your financial objectives and their priority

We can also discuss:

• Whether we believe any changes in legislation will have an effect on your future.
• Of course, we can answer any questions you may have.
• Present a past investment performance review and highlight our current view of the future.

How much might your services cost?

Not all firms charge for advice in the same way. We will answer any questions you have and we will not charge you anything until you have agreed how we are paid.

What is your hourly rate?

We do not charge by the hour; instead we will always agree how much our fee will be before beginning work.

Are there any other costs and charges to consider?

Obviously we do not hold your savings in our bank account. Your savings are held on our chosen platform. There are platform costs to consider in return for the safeguarding, custody, settlement, regulatory and reporting tasks they carry out on your behalf. This is a maximum of 0.26% per annum, which has been discounted down by 0.15% by accessing the platform through us. The platform fee is usually 0.41% for direct clients.

Your estimated fee is detailed in our calculator (see Part 4 — Declarations). Further details will be given in your product illustrations.

If we choose to invest your savings in funds, there would be additional annual fees to consider. Instead, we cut out the middlemen and invest directly into shares and fixed interest investments — direct investment incurs no annual costs.

One-Off, Non-Investment Advice Fees

We do not tend to offer a one-off advice service to individuals. We prefer to build long-term relationships with our clients. Our fee for new customers who simply require ad-hoc Financial Advice in connection with an existing plan, pension scheme or the purchase of an annuity will be discussed and agreed at our meeting, and fixed at outset once we fully understand your requirements. We reserve the right not to offer one-off non-investment advice.

Our Simple Fee Structure

Nobody likes complex fee structures, so ours is refreshingly simple.

First Meeting Fee

A first meeting is always free — we cover the cost of this meeting. We do tend to only meet with individuals referred to us by happy clients.

Annual Fee for our combined services

Our combined fee (Financial Planning & Managed Portfolio Service) is levied monthly, charged at the rate of 1/12 of 1% per month based on the ongoing value of your managed portfolio. There are no further hidden fees for our clients — we are happy to give any amount of financial planning advice within our monthly charge.

External fund managers charge an annual management fee, which includes trading costs; these are deducted from your account as a transaction cost. Equity (share) ownership costs are explained below.

Do I have to settle your fees by cheque or bank transfer?

No. All our annual fees, and some initial fees, can be deducted directly from your tax-wrappers (plans). However, we usually request direct payment by cheque or bank transfer for our advice fees when a new non-pension investment is recommended. Your cheque should be made payable to "Independent Advice Ltd." for our fees. Our bank details will be supplied upon request.

Will your fees be subject to VAT?

We are a supplier of an exempt intermediary service for VAT purposes. VAT legislation is complex and subject to change. We will inform you if VAT becomes chargeable.

Will my investment cheques and investment bank transfers be made payable to you?

No. Independent Advice Ltd. does not hold clients' money. Our regulatory permissions state we "may control but not hold client money & assets". We never accept a cheque made out to us unless the cheque is in settlement of charges or disbursements for which we have sent you an invoice. The same is true for any bank transfers. We do not accept or handle cash. All investment amounts will be paid directly to the investment provider by you.

Do I need to be aware of any other industry-wide costs?

We prefer not to include funds within our main managed portfolios, thus avoiding annual fund management fees. The cost of owning a UK FTSE 100 tracker may be low, at 0.2% per annum, but it is a perennial cost that can be avoided by just owning those shares directly.

Equity (Share) Ownership Costs

Do you only advise on regulated products?

No. A further menu is available on request that details our charges for wills, trusts and lasting powers of attorney.

If I invest, can I change my mind?

We will inform you of your statutory right to cancel. The Distance Marketing Directive normally grants you 30 days in which you may cancel a life or pension contract. However, there will be occasions where no statutory rights are granted — if this happens, it will be explained before any contract is concluded.

How do I take withdrawals, or indeed all of my investment back?

You simply instruct us to return to your bank account any amount you wish. We always understand these are your life savings. We have never charged clients to take withdrawals, or their full investment balance back, and never will — unfortunately this principle is remarkably rare in our profession.

Do you invest in an ethical manner?

More detail is given in our Managed Portfolio Service document. We understand our investment mandate is with you and you alone. We have a clear investment conscience, but understand we should prioritise maximising your returns — we have no obligation to put the needs of global pressure groups or governments first.

What do I do if I am unhappy?

You should contact us straight away. If you wish to register a complaint, please write to the compliance officer at Independent Advice Ltd., Suite C, Futura One, Futura Business Park, Aspinall Way, Middlebrook, Bolton, BL6 6PG, or telephone (01204) 559696. If we cannot settle your complaint, you may be entitled to refer it to the Financial Ombudsman Service, whose details we will provide. If however you have a compliment to make, perhaps about a helpful member of the team, we would be more than happy to hear from you.

What if you cannot compensate me?

We contribute to the funds of the Financial Services Compensation Scheme. You may be entitled to compensation from this scheme if Independent Advice Ltd. ceases to trade and, as a result of our advice, you have suffered a financial loss. The amount of compensation depends on the type of business and the circumstances of the claim — most types of investment business are covered for 100% of the first £85,000. Further information is available on request, or directly from the FSCS at www.fscs.org.uk.

Will you look after my personal data?

Full details of how we will look after your data are contained in our Privacy Policy (Part 3). Briefly, any personal data obtained in the course of providing our services to you will be held and processed by us in accordance with the relevant data protection legislation.

If you choose to submit personal information to us, you are agreeing that it can be used in the following ways:

• To provide the services described.
• For the prevention of money laundering — we use automated online systems provided by a third party to help us carry out fraud and money laundering checks.
• Personal information will be given to third parties only so far as it is necessary to fulfil these objectives and in accordance with the GDPR. This may include distribution to a third-party provider of support services outside of the EEA.
• You agree to the disclosure of personal information to any regulatory authority to which Independent Advice Ltd. is subject.

Although we take all reasonable steps to ensure the security of your personal information over the internet, such as using available means of encryption and privacy protection, the internet is not an entirely secure environment and for this reason we cannot guarantee that information will not be intercepted, read or copied by unauthorised parties. You accept these inherent security implications and will not hold us responsible for any breach of security unless we have been negligent.

Our Managed Portfolio Service

Our Managed Portfolio Service shall commence as at the date that your signed Investment Application Form is received and accepted by us and the recommended platform receives cleared funds. Your opening an account with us will be confirmation of your agreement to these terms. Except in the case of joint accounts, you alone, as the party in whose name an account has been opened, will be treated as our client.

We will, subject to your investment objectives and the level of risk you are prepared to accept, have absolute discretion to construct our managed portfolios, which reflect our investment process, views and theoretical portfolio construction, to fulfil various investment objectives. The recommended platform will be responsible for carrying out the purchases and sales based on our managed portfolio instructions.

The managed portfolio will consist of investments that are eligible to be held in the individual tax-wrappers. These managed portfolios may include, but are not limited to:

• Shares in British or foreign quoted companies.
• Debenture stock; loan stock; bonds; certificates of deposit; commercial paper; or other debt instruments, including government, public agency, municipal and corporate issues.
• Unit trusts, mutual funds and similar collective investment schemes in the United Kingdom or elsewhere.

Investment Objectives and Risk Parameters

Risk and performance will be considered on the basis of the managed portfolio as a whole, and not each individual investment held within it.

Ecology, Social & Governance

Where possible, our investment selection will usually filter out those companies which wilfully damage the planet. However, our investment selection is unconstrained — if you require a dedicated ESG portfolio, you should find an alternative service.

Restrictions on Types of Investment

This service does not provide for you to be able to state restrictions on what or where the assets are invested. If you wish to do so, you should find an alternative service.

Changes to Information Given

You must tell us about any change to the information you have given us in connection with this service, or any change in your personal circumstances, requirements or investment preferences, as soon as possible. Unless we know about such changes, we cannot ensure that the managed portfolio chosen remains suitable for you.

Application of these Terms

These terms will apply to each portfolio making use of our investment management service, either by you or on your behalf by a third party, or in relation to which you have a material direct or indirect interest. These terms will also apply to and be binding on any person exercising any power of appointment or delegated power (including without limitation the exercise of any discretion, permission or consent) delegated by you.

Investment Approach

Each managed portfolio model is constructed to meet a variety of investment objectives and risk profiles. The actual investments acquired and the proportions held will be derived from these models, meaning that clients with the same investment objectives and acceptance of risk will generally hold the same investments in the same proportions. Variance in proportions will naturally occur due to timing issues and daily movements in prices. The managed portfolio(s) recommended and agreed by you should deliver the required investment objectives within the correct level of risk.

When you place new money into our managed portfolio service, purchases of investments will be undertaken to bring the portfolio into line with the model. Occasionally, shortly afterwards, our research and screening process may register that an investment should be removed from the model — consequently, a recently acquired investment may be sold.

Benchmarks

Any performance level or benchmark which we may use as a measure of performance in relation to any particular portfolio is set only as an illustration or non-binding indication of our performance, and is not a representation or warranty that the performance level or benchmark selected will be achieved.

Execution Policy

We will provide the recommended platform with details of any alterations we believe to be appropriate to your portfolio, by way of changes to our managed models. They will carry out the necessary transactions on your behalf. Rebalancing will occur at our discretion in the same manner when money is added to or withdrawn from your portfolio.

Reporting

As a discretionary manager, we are responsible for ensuring the provision of a periodic statement that will include documentation such as valuations and transaction reports. The recommended platform will be providing these to you on our behalf — periodic statements will normally be provided quarterly.

At the time of the periodic statements, you may also be provided with a performance benchmark for a previous period. If you started the service during the period, or if you have added to or withdrawn cash in the period, the performance of your portfolio and the benchmark will not be comparable. The appropriate benchmark will be dependent on the objective you select — you should be aware that when comparing your performance with that of the benchmark, there are no fees or charges accounted for by the benchmark.

Your Assets

The recommended platform will hold all securities and cash as detailed under their terms.

Aggregation of Orders

The recommended platform may aggregate your order with other orders as detailed in their terms.

Settlement

The recommended platform will undertake settlement as detailed in their terms.

Our Charges

Our management fee is levied monthly, charged at the rate of 1/12 of 1% per month based on the value of your managed portfolio.

Account Opening

In compliance with all applicable regulations and in conjunction with relevant Guidance Notes on the Prevention of Money Laundering, we are required to obtain and maintain sufficient client and account opening details and information to satisfy ourselves as to the identity, nationality, residency and tax residency of all account applicants and the source of their wealth and the source of funds for investment. In accordance with all applicable regulations, we require the completion of all compliance and account opening formalities.

You undertake that any money and other assets making use of this service do not constitute the proceeds of any activity which is illegal or unlawful under the laws of the United Kingdom or of any applicable jurisdiction, or which would be illegal or unlawful were such an activity carried out in the United Kingdom or such other jurisdiction.

We may at any time exchange information with third parties to verify your identity and detect or prevent fraud or other illegal activity.

Joint Accounts

We may open a joint account, including partnership accounts, in which you may participate with others. Unless we receive written instructions specifically to the contrary, we shall be entitled to act in accordance with the instructions of any one such person without incurring any liability to any other such person. We reserve the right to request the signature of all joint account holders where we, at our absolute discretion, believe this action to be appropriate. We accept no responsibility for any delays that may occur as a result of taking such action.

If you are a participant in a joint account, your liability to us shall be joint and several. In the event of death, bankruptcy, winding up or dissolution of any one or more of such persons, the obligations and rights of all other such persons shall continue in full force and effect.

Upon the death of one party to a joint account, we will continue to provide the service under the existing criteria until alternative instructions are provided, regardless of whether the assets are held as Tenants in Common or as Joint Tenants.

Delegation

We may, at our discretion, delegate all or any of our functions hereunder to a company or other person connected to us (an "Associate"). We may also employ third parties (including Associates) to perform any administrative and ancillary services required to enable us to perform our services under these terms. Where we delegate any function to an Associate, we will be fully responsible to you for all their acts and omissions as if they were our own. We will act in good faith and with due diligence in our choice and use of any delegate or agent.

Investment Returns

• The value of any investment and the income from it is not guaranteed and can fall as well as rise, so that you may not realise the amount originally invested.
• Past performance should not be taken as an indication of future performance.
• Changes in exchange rates could affect the value of your investments. Movements in foreign exchange rates can impact both the level of income received and the capital value of the investment.
• Where portfolios are managed by Independent Advice Ltd., each is managed to an agreed risk-rated asset allocation to suit the needs and requirements of each individual client. If we recommend a particular investment for inclusion in one portfolio, it does not imply that it is suitable for any other portfolio.
• Certain investments carry a higher degree of risk than others and are, therefore, unsuitable for some investors. It may be possible to lose all your initial capital in certain types of investments.

Limit on our Liability

Neither we nor any person connected with us owes any duty to disclose to you any fact, matter or thing which comes to our notice, or the notice of any employee, director or agent of ours, in the course of rendering similar service to others, or where such disclosure would be a breach of confidence or duty to any other person.

We will not be liable for any loss, liability or cost suffered or incurred by you as a result of our providing services to you, unless it is caused by our own negligence, wilful default or fraud committed while acting on your instructions, or any breach of any obligation we owe to you under the regulatory system. In such cases, our liability shall be limited to the replacement of securities or monies (including interest) lost or foregone as an immediate result of our action or failure to act.

Neither we nor any third party who acts on our behalf in providing a service to you will be liable to you for any consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost which you may suffer or incur arising out of our or its or their acts or omissions, howsoever caused and regardless of whether it was foreseeable — including loss arising from your not being able to sell or purchase investments where prices are moving, or from your not being able to complete another transaction, and any other loss of business, profits, goodwill or data.

We will not be liable to you for our failure to perform any obligation or discharge any duty owed to you under these terms if the failure results from any cause beyond our control, including breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action, or the failure of any relevant exchange, clearing house or financial advising platform operator and/or broker to perform its obligations.

Non-Reliance

These terms, together with such other associated terms and conditions as we may enter into with you, form the entire agreement between us. You acknowledge that you have not relied on any representation, warranty or other assurance (except as set out in these terms or such other associated terms and conditions), whether oral, written, express or implied.

Mortality (Individuals)

Your death will not terminate any outstanding obligations under these terms or any agreement, arrangement or understanding between us. These terms shall be binding on your executors, successors and assigns as appropriate. Except for joint accounts, upon notification of your death our Managed Portfolio Service and the discretionary management of your portfolio will cease; your assets will continue to be held by the recommended platform until Probate is acquired.

Our Privacy Policy

Privacy Notice

This privacy notice applies to Independent Advice Limited, trading as H.J. Scott & Co. ("we", "our", "us", "Independent Advice" or "H.J. Scott & Co."), of Suite C, Futura One, Aspinall Way, Middlebrook, Bolton, BL6 6PG. We are the "data controller" for the personal information described in this notice, and are authorised and regulated by the Financial Conduct Authority as a discretionary investment manager, and registered with the Information Commissioner's Office (ICO), registration number Z2414677.

Please read this notice together with any other privacy notice we may provide on specific occasions when we are collecting or processing personal information about you, so that you are aware of how and why we are using it.

How we will use your information

In general terms, we collect and use personal information about you to:

• deliver our services and meet our legal responsibilities;
• verify your identity where this is required;
• contact you by post, email or telephone about important changes to our services;
• maintain our records;
• process financial transactions; and
• prevent and detect crime, fraud or corruption.

At the time you provide us with any information in response to a request from us, that request will explain how we will use it. We may contact you by email, phone, fax or post for the purposes set out above; by providing this information you are deemed to have agreed to us contacting you by these methods, and we will continue to do so until you advise us in writing otherwise. You are asked to accept at least one method of receiving communication from us. We will not pass your details to anyone else other than as set out below.

The personal information we collect and use

This includes:

• your personal contact details (such as name, date of birth and email/postal address);
• documentation confirming your identity, tax residency and legal authority;
• information connected to the product or services you use (for example, bank account details);
• information you provide about other people (for example, for joint applicants or beneficiaries for products or services);
• your correspondence with us (such as letters, emails, calls or meetings);
• images of you submitted by yourself; and
• information relating to your health, marital or civil partnership status — only where necessary to provide the product or service you have requested, or where required to comply with our legal obligations.

Most of this information is provided directly by you, whether in person, by phone, by email, or through our client forms. This information is necessary to enable us to provide our services to you; if you do not wish for your personal information to be processed, we will be unable to provide you with our services.

Sharing your information

We will not transfer, disclose, sell, distribute or lease your personal information to third parties other than:

• where we have your permission;
• where we are required to do so by law;
• where it is needed by our recommended product providers, involved in running accounts and services for you or in undertaking activities linked to the operation of such services or accounts on our behalf; or
• where the transfer or disclosure would otherwise be in compliance with legal requirements we are subject to, including but not limited to statute or regulation.

Our current recommended product providers are:

• Transact (Integrated Financial Arrangements Ltd) — our investment platform, which holds and administers your account. Transact is itself an independent data controller for the data it holds about you, and provides its own privacy notice when you apply for an investment through the platform.
• Veriphy (Veriphy Ltd, part of Davies Group) — our electronic identity verification provider, used to meet our anti-money-laundering obligations. Veriphy is also an independent data controller for the checks it carries out, and provides its own privacy notice at the point of verification.

We may also share information with our professional advisers (for example our accountants, auditors and compliance consultants), and with regulators and law enforcement (including the FCA and HMRC) where we are legally required to.

All of these providers are based in the UK, and we have not identified any routine transfer of your personal information outside the UK or European Economic Area. If this changes, we will only transfer personal information to a country outside the UK/EEA where that country provides an adequate level of protection, or where an appropriate safeguard is in place.

Reasons and legal basis for processing your information

The reason and legal basis we rely on for using your personal information depends on the circumstances:

We do not use your personal information for any purpose that is incompatible with the purposes set out above without telling you first.

How long we keep your information

We only keep information for as long as necessary to discharge our statutory and legal obligations. This varies with the circumstances. There are various reasons why we must keep records for longer periods, such as where a record is relevant to legal proceedings or a criminal investigation, or is subject to a statutory retention period — for example, data relating to pensions.

Note for review before publishing: the live version of this page currently states a general six-year retention period following termination of the client relationship. The firm's Data Security Risk Assessment has since adopted a policy of retaining client records indefinitely, so that we can respond fully to a complaint or request however long after the event it is raised. Please confirm which position this section should state.

Cookies

When you visit our website or use our other online services, we may automatically collect information about your usage of our websites and online services using cookies. To find out more about how we use cookies, please see our cookie policy.

Your rights

Access to your information — you have the right to request a copy of the personal information about you that we hold.

Correcting your information — we want to make sure that your personal information is accurate, complete and up to date, and you may ask us to correct any personal information about you that you believe does not meet these standards.

Deletion of your information — you have the right to ask us to delete personal information about you where:

• you consider that we no longer require the information for the purposes for which it was obtained;
• we are using that information with your consent and you have withdrawn your consent — see "Withdrawing consent" below;
• you have validly objected to our use of your personal information — see "Objecting to how we may use your information" below; or
• our use of your personal information is contrary to law or our other legal obligations.

Objecting to how we may use your information — you have the right at any time to require us to stop using your personal information for direct marketing purposes. Where we use your personal information to perform tasks carried out in the public interest, or on the basis of our or a third party's legitimate interests, we will stop using that information if you ask us to, unless there are overriding legitimate grounds to continue.

Restricting how we may use your information — in some cases, you may ask us to restrict how we use your personal information — for example, while we check the accuracy of information we hold, or assess the validity of an objection you have made. Where this right is exercised, we may only use the relevant personal information with your consent, for legal claims, or where there are other public interest grounds to do so.

Portability — where we process personal information you have provided to us on the basis of consent, or because it is necessary for the performance of a contract, and that processing is carried out by automated means, you have the right to have that information transmitted to you in a machine-readable format, and, where technically feasible, transmitted directly to another controller.

Automated processing — if we use your personal information on an automated basis to make decisions which significantly affect you, you have the right to ask that the decision be reviewed by an individual to whom you may make representations and contest the decision. This right applies only where we use your information with your consent or as part of a contractual relationship with you.

Withdrawing consent — where we use your personal information with your consent, you may withdraw that consent at any time, and we will stop using your personal information for the purpose(s) for which consent was given.

Please contact us in any of the ways set out below if you wish to exercise any of these rights.

Changes to our privacy policy

We keep this privacy policy under regular review and will place any updates on this website. Paper copies of the privacy policy may also be obtained on request.

This privacy policy was last updated on 17th September 2026.

Complaints

We seek to resolve directly all complaints about how we handle personal information, but you also have the right to lodge a complaint with the Information Commissioner's Office:

• Online: ico.org.uk/global/contact-us/email
• By phone: 0303 123 1113
• By post: Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, SK9 5AF

Contact information and further advice

All comments, queries and requests relating to our use of your information are welcomed and should be addressed to:

Charlotte Scott
Data Protection Officer
Independent Advice Ltd.
15 Chorley New Road
Bolton
BL1 4QR

Alternatively email Charlotte here.

Declarations & Estimated Charges

Version 4, 19.09.2025

An Estimate of Your Charges

The figures below are calculated individually for each client at the point of signing, based on the amount invested. The rows this template covers are:

Your Declarations

By proceeding, you confirm that you have read and understood:

• the document entitled "Our Privacy Policy"
• the document entitled "Our Client Agreement"
• the document entitled "Our Managed Portfolio Services"
• the statement of the estimated fees due, and you acknowledge it