1. Introduction

1.1. These are the Terms and Conditions (“Terms”) that will be effective when you sign up for an account with Quetzal Finance Limited (referred to as “Quetzal”, “we”, “us” or “our” in these documents). Our registered address is Unit 2, Pondtail Farm Coolham Road, West Grinstead, Horsham, West Sussex, England, RH13 8LN. Our email address is team@quetzal.finance and our telephone number is +44 333 041 0140.

1.2. Quetzal is a trading name of Quetzal Finance Ltd (FRN: 1011943), an Appointed Representative of RiskSave Technologies Ltd (“RiskSave”), which is authorised and regulated by the Financial Conduct Authority (FRN: 775330).

1.3. Quetzal provides Treasury Services (“Services”, explained further in Section 3) to corporate clients (“clients”, “you”, “your”) in the United Kingdom. Our services allow clients to invest in Money Market Funds (“MMFs”).

1.4. Custody of money and assets is provided by WealthKernel Limited (“WealthKernel”, “the Custodian”). WealthKernel are authorised and regulated by the Financial Conduct Authority (“FCA”), (FRN: 723719), registered in England and Wales, with company number 09686970, and a registered office at 41 Luke St, London, UK, EC2A 4DP.

1.5. By signing up and opening an account with Quetzal, you will also become a customer of WealthKernel. Full details of the WealthKernel terms and conditions can be found at the bottom of this document.

1.6. The Client Onboarding Form (“Onboarding Form”) must be completed by the client, acting by a director (“client”, “you” and “your” shall be interpreted as such). Where the client would like to allow other Authorised Signatories to act on behalf of the entity, they must provide a signed statement from a director of the company stating their authority to act on behalf of the company.

1.7. It is important that you read and understand these terms. By completing and submitting the Onboarding Form you agree to be legally bound by these terms. If you do not understand any of the terms, or you require an adjustment to make them easier to understand (e.g., larger font, braille, alternative language explanations, or any other reasonable adjustment), please contact us before completing the client Onboarding Form.

1.8. Our agreement will take effect on the date in which you complete the client Onboarding Form.

2. Client Categorisation

2.1. Quetzal only onboards and serves customers classified as Retail clients under FCA Rules. Where you would be possible to classify as a Professional Client, or Eligible Counterparty, you agree to be classified and treated as a Retail client, with the protections afforded to Retail Clients applying.

3. Services

3.1. Quetzal provides Treasury Services (“Services”) to corporate clients.

3.2. Our services allow you to invest in financial products provided by BlackRock, specifically the BlackRock ICS Sterling Liquidity Fund, ISIN: IE00B43FT809 (the “Fund”, “Product”). The Key Investor Information Document (“KIID”) for this product can be found at the end of these Terms.

3.3. The services we provide involve us arranging deals in investments per reg. 25.1. of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. Our Services are provided on an execution-only basis, we do not provide you with any investment advice, and we do not make any assessment of the appropriateness of the funds for you.

3.4. By placing an order you confirm that you have read and understood the risks relating to any product, including our Risk Disclosure found at the end of these Terms. When using our services, your capital is at risk and the value of your investments can go up or down.

3.5. Our services are provided through the Quetzal Web Application (“Web Application”, “App”), available at https://app.quetzal.finance.

3.6. When using the Web Application to instruct us to arrange and execute transactions, you agree to the following:

• 3.6.1. To be bound by these Terms and Conditions;
• 3.6.2. To be bound by the WealthKernel Terms and Conditions, and that you accept their Best Execution Policy;
• 3.6.3. That you accept our Order Handling Policy and Best Execution Policy as found at the end of these Terms;
• 3.6.4. That you have read, understand and accept our Risk Disclosure;
• 3.6.5. That you have read and understand the Key Investor Information Document for the Fund;
• 3.6.6. That you understand the risks associated with this product, and assert that the product is appropriate for you and meets your needs;
• 3.6.7. That you acknowledge Quetzal does not provide any advice in respect of our services

4. Accessing our Services

4.1. Access to our services is provided through the Web Application. To place an order to buy or sell assets you must use this App.

4.2. To use the Web Application to place orders, you must first create an account and complete the Onboarding Form.

4.3. We, RiskSave or WealthKernel may refuse to onboard you as a client for any reason. We may not disclose this reason to you, and incur no liability for refusing to onboard you.

4.4. It is important that you keep your account credentials, including any Password, PIN, or PassKey safe and secure. We will treat any instruction to us received via the Web Application as correct, authorised and valid.

4.5. To invest in the Product available through our Service, you must create a deposit intention in the Web Application.

4.6. When your cash deposit is received by WealthKernel, we will place an order for units of the product, equivalent to the total cash balance of your WealthKernel account.

4.7. We will treat any deposit into the WealthKernel account as an instruction to execute an order for purchase of Units of the Product, and the order will be considered as binding on you, unless we notify you that the order was not accepted.

4.8. Where the total cash balance in your account is not exactly equal to a number of Units (to 4 decimal places), excess cash deposited will be reflected in your Cash Balance and may be used in subsequent buy orders.

4.9. To sell your Units in the Product through our service, you must request a withdrawal via the Web Application. We will treat any withdrawal request as an instruction to execute an order for sales of the Units of the Product, and this order will be considered as binding on you, unless we notify you that the order was not accepted.

4.10. Once your sell order is settled, we will initiate a cash withdrawal from your WealthKernel account, equivalent to the total cash balance of your WealthKernel account.

4.11. All deposits, withdrawals; buy and sell orders are subject to- and carried out according to our Order Handling and Best Execution Policy, WealthKernel’s Best Execution Policy, and the WealthKernel client terms.

4.12. If you discover, believe or suspect that any of your account credentials have been compromised then you must notify us in writing immediately, and we will suspend access to your account until we are able to reset your credentials.

4.13. Whilst we have made reasonable endeavours to ensure the Web Application is of appropriate quality, we do not promise that it will be error-free, or 100% available.

4.14. Access to the Services may be suspended at any time, if we reasonably believe that doing so is necessary to fulfil our legal, regulatory or contractual obligations.

4.15. Our services are provided on an as-is basis

5. Anti-Money Laundering

5.1. In keeping with our regulatory obligations (Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017), we must undertake due diligence on clients during onboarding and on an ongoing basis.

5.2. During this due diligence we will collect and verify the identity of the client, any directors and beneficial owners, using a number of first- and third-party data sources to verify this information.

5.3. While conducting our assessment we will ask you for supporting documentation to verify the information provided by you in the Onboarding Form. If you are unable to provide supporting documentation we may not be able to complete our assessment.

5.4. We reserve the right to reject your application for any reason

6. Custody of Your Assets

6.1. Quetzal does not act as your Custodian or hold Client Money, WealthKernel Limited acts as your Custodian.

6.2. All assets held under custody by WealthKernel are protected by The Financial Services Compensation Scheme ("FSCS") up to a value of £85,000.

6.3. We have an agreement with WealthKernel to provide our customers the following services:

• 6.3.1. Execution
• 6.3.2. Custody of assets
• 6.3.3. Holding of client money

6.4. We will not be liable for any losses incurred or suffered as a result of any action or inaction of WealthKernel.

6.5. By completing the client Onboarding Form, you agree to enter into a contract with WealthKernel Limited, governed by the WealthKernel Client Terms

6.6. You consent to us sharing any information provided by you to us with WealthKernel for the purposes of opening a General Investment Account (“GIA”, “Account”) and fulfilling any due diligence requirements of WealthKernel

7. Our Fees

7.1. By entering into this agreement you agree to pay us the Fees outlined in this section for provision of our Services. All fees quoted are exclusive of VAT, where applicable.

7.2. Quetzal is not responsible for any other taxes or costs that may exist or be imposed by any third party.

7.3. Our Fees are calculated and accrued daily. You authorise us to collect our fees from the balance of your Account. We reserve the right to collect fees at a lower frequency, and collect fees at any time, up to a maximum of once a day.

7.4. In the event that the cash balance of your Account is not sufficient to cover our fees you give us the right and authority to create an order to sell the equivalent value of your investments to cover the outstanding Fees.

7.5. Where you request a withdrawal and there are outstanding Fees, we will deduct Fees prior to processing the withdrawal.

7.6. Should the cash or asset balance in your Account be insufficient to pay our fees, you agree to make reasonable arrangements to make an alternative payment, including via Invoice. There will be no additional charges for making alternative payments. Any payments are due within 30 days of us notifying you of any due Fees.

7.7. We reserve the right to change our Fees, and will give you 30 days written notice prior to changing them. In the event you do not agree with any changes in Fees, you may withdraw your assets and close your account without incurring any additional charges. In the event that our Fees are being reduced, we will notify you in writing, but implement the change immediately.

7.8. Quetzal charges 0.45% of all assets under management. To calculate the daily accrual we raise the Fee to the power of 1/365. The maximum Fee you will pay under this agreement is £1499 per month excluding any applicable taxes.

7.9. The Fund manager may also charge a fee. For the BlackRock GBP Fund we offer, this is 0.10% and is deducted from any accumulation.

7.10. Our Fees rate card:

• 7.10.1. Opening an account: No charges
• 7.10.2. Platform fee: 0.45% of AUM as an ongoing charge, capped at £1499 per month excluding any applicable taxes
• 7.10.3. Fund manager fees: 0.10% of AUM as an ongoing charge
• 7.10.4. Making transactions: No charges
• 7.10.5. Other activities: No charges
• 7.10.6. Closing your account: No charges

7.11. Representative cost example (Ex-Ante Cost presentation):

• 7.11.1. To see a representative example of the costs involved with our services, and the impact it can have on your returns, you can see the below presentation.
• 7.11.2. We assume an initial deposit of £1,000,000; invested in a MMF that returns 4.00% a year over 5 years.
• 7.11.3. In Year 1, without fees the performance you could have achieved would be 4.00%, after fees the performance achieved is 3.43%. This equates to a reduction in return of £5712.49.
• 7.11.4. Over 5 years, without fees the performance you could have achieved would be 21.67%, after fees the performance achieved is 18.36%. This equates to a reduction in return of £33059.17.
• 7.11.5. Calculated example:

8. Your Obligations

8.1. You must notify us, in writing, immediately if there is any change in information concerning you, your associates or your associated parties that may affect your relationship with us. This includes, but is not limited to:

• 8.1.1. Your financial position, including any possible, likely or actual insolvency event
• 8.1.2. Your business changes directors
• 8.1.3. Your business changes beneficial owners
• 8.1.4. Your business changes authorised persons
• 8.1.5. You or any of your directors, beneficial owners or authorised persons changes their name, address, or contact information
• 8.1.6. You breach these Terms and Conditions
• 8.1.7. You become subject to the Foreign Account Tax Compliance Act (FATCA)
• 8.1.8. You no longer become eligible to use these Services

8.2. You warrant that you will not use the Web Application or our Services for any unlawful purposes

8.3. You warrant that you understand the risks associated with using our services, have read all information including, but not limited to: these Terms, our Risk Disclosure, the Fund KIID, and our Order Handling Policy

9. Data Protection and Confidentiality

9.1. Use of your data is governed by our Privacy Policy, by signing up to the Web Application you agree to our Privacy Policy.

9.2. We may disclose any data provided by you to us to RiskSave, WealthKernel, ComplyCube, the FCA, or any other third party listed in our Privacy Policy for the purposes of fulfilling our obligations and delivering the services under this agreement.

9.3. We will not disclose your data or information to any other third party, unless:

• 9.3.1. It is required to fulfil our obligations under this agreement;
• 9.3.2. It is required by law;
• 9.3.3. It is required to allow us to fulfil our regulatory obligations;
• 9.3.4. We have your consent to do so (including consent granted under our privacy policy
• 9.3.5. We reasonably believe it would be in the public interest to make such a disclosure

10. Complaints

10.1. If you wish to make a complaint in relation to the Services, please contact us

at complaints@quetzal.finance.

10.2. We will acknowledge receipt of the complaint within 24 hours during business days, and 72 hours over a weekend, providing the complainant with a unique reference number and the contact details of the staff member handling the complaint.

10.3. We will endeavour to provide a written response within 3 business days of receiving the complaint. If the complaint is complex and requires more time for investigation, we will inform you of the expected resolution time and provide updates at least every 10 business days. Once your complaint is resolved we will send you a final response.

10.4. If you are dissatisfied with our response, and you are an eligible complainant, you may refer your complaint to the Ombudsman. Details of how to do so are contained in the Ombudsman’s standard explanatory leaflet, which is available

on their website at https://www.financial-ombudsman.org.uk/businesses/resolving-complaint/ord ering-leaflet/leaflet. We may under certain circumstances consent to waiving the six month time limit for referring a complaint to the Ombudsman after a final response. These are considered on a case-by-case basis; our standard position is not to waive these limits, however, if we decide to do so, this will be included in your final response letter

10.5. FOS Contact details:

• 10.5.1. Phone number: +44 800 023 4567
• 10.5.2. Email: complaint.info@financial-ombudsman.org.uk
• 10.5.3. Website: https://www.financial-ombudsman.org.uk/

11. Compensation

11.1. Quetzal does not hold Client Money or Client Assets. In the event Quetzal is unable to meet its liabilities or ceases trading, your Client Money and Client Assets will continue to be held by WealthKernel.

11.2. All assets held under custody by WealthKernel are protected by The Financial Services Compensation Scheme �FSCS� up to a value of £85,000.

11.3. Compensation is not available in the event your investment underperforms. Your capital is at risk when using our Services.

12. Conflicts of Interest

12.1. When we provide the Services to you, conflicts may arise between our interests, the interests of any related third parties, and you.

12.2. We endeavour to act in your best interests, and will take reasonable steps to ensure that you are treated fairly, including the mitigation of any real, potential or perceived conflicts of interest.

12.3. Where we are unable to mitigate the risk of a conflict of interest to an acceptable level, we will disclose this to you, and obtain your consent to continue providing you with the Services.

12.4. We reserve the right to decline any instruction from you, where we have or reasonably believe acting upon that instruction would result in a material conflict between our or our affiliated parties’ interests and your interests. We will notify you in writing in any such cases.

12.5. You may request a summary of our conflicts of interest policy.

13. Liability

13.1. Quetzal will provide our Services with reasonable skill, care and diligence. As long as we do this, we do not accept any liability. This includes (but is not limited to):

• 13.1.1. any indirect or consequential loss or damages
• 13.1.2. any losses associated with the performance of any investments
• 13.1.3. the loss of an opportunity to gain
• 13.1.4. any costs, losses or damages resulting of from the carrying out of your instructions

13.2. This does not limit or exclude our liability for losses incurred due to fraud, negligence or wilful default, or other liability the law doesn’t allow to be limited.

13.3. We do not offer any financial guarantees, and provide no warranty for our services.

14. Force Majeure

14.1. We shall not be liable for any losses or damages incurred as a result of any act or circumstances beyond our reasonable control.

15. Changes to these Terms

15.1. We may from time to time need to update these Terms and Conditions, our Privacy Policy, Best Execution and Order Handling policy, Risk Disclosures or any other policy or document

15.2. We will notify you in writing of any changes and provide a minimum of 30 days notice prior to any changes taking effect, or a shorter notice period if the changes to the Terms benefit you, or we reasonably believe is necessary for any reason, or unless it is impracticable in the circumstances to do so

15.3. If you continue to use our Services after the effective date, you agree to be bound by the new Terms and Conditions

16. Termination

16.1. This agreement shall remain in effect while you continue to access and use the Services, and unless terminated in accordance with these Terms and Conditions.

16.2. We may terminate this agreement at any time, for any reason, with immediate effect, including but not limited to:

• 16.2.1. You become Insolvent or notify us that you are likely to become Insolvent
• 16.2.2. We are instructed to by RiskSave
• 16.2.3. We are notified by WealthKernel that they are terminating your agreement
• 16.2.4. You breach any part of this agreement

16.3. Where possible and reasonable, we will give you 30 days written notice that we will terminate your agreement. This will not apply where we reasonably believe that continuing to provide our Services to you would put us at risk of breaching our regulatory obligations, or cause us to incur significant additional costs or risks

16.4. During any notice period, you will be able to access the Services to sell Units held in the Fund, and withdraw any cash from your WealthKernel Account

16.5. If there are any assets or cash in your Account after any notice period, or at the time we terminate you with immediate effect, we will instruct WealthKernel to sell any remaining assets and return cash to your nominated bank account, unless doing so would cause us to breach any regulatory obligation or law

16.6. You may terminate this agreement at any time notifying us in writing at team@quetzal.finance, and your Account will be closed once you have sold all assets, settled any outstanding Fees, and withdrawn any remaining cash from your WealthKernel Account.

16.7. You will remain liable for any Fees due under this agreement, and we may deduct any outstanding amounts from your Account prior to initiating the final withdrawal.

16.8. No additional Fees or charges will be due for termination of this agreement

16.9. Any termination will be without prejudice to the completion of transactions already initiated

17. Subcontracting and Assignment

17.1. Quetzal may subcontract or assign any of its obligations under the Contract, provided that any such subcontract or assignment provides an equivalent level of service to you.

17.2. You may not assign or transfer your contractual rights and/or obligations under the Contract without the prior written consent of Quetzal, such consent not to be unreasonably withheld or delayed.

18. Severability

18.1. If any whole or part provision of the Terms is deemed by any court or competent authority to be unlawful and/or unenforceable, then the unlawful and/or unenforceable part of that provision shall be removed and the remainder of the provision shall remain in effect.

18.2. If any provision is deemed to be unlawful and/or unenforceable, the rest of the terms shall remain in full force.

19. No Waiver

19.1. No waiver of any breach of any provision of the Terms shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Terms.

20. Third Parties

20.1. No part of this contract shall be enforceable by any third party, unless explicitly stated otherwise.

21. Governing Law and Jurisdiction

21.1. The law of England and Wales governs your Contract with us and any matters or disputes related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

21.2. These Terms are provided in English and our relationship will be conducted in English.

22. Associated Documents

22.1. Quetzal Privacy Policy

22.2. Quetzal Order Handling and Best Execution Policy

22.3. Quetzal Risks Disclosure

22.4. Quetzal Complaints Policy

22.5. WealthKernel Terms