1. Your Innovative Finance ISA account

1.1 Share In Ltd, trading as ShareIn, is the manager of your ASK Private Client IFISA. ShareIn is authorised and regulated by the Financial Conduct Authority (firm reference number 603332) and must be approved by HM Revenue & Customs to act as an ISA manager. Only qualifying investments which ShareIn agrees to accept and which are available through the ASK Private Client service may be held under these Terms and Conditions.

1.2 You may delegate administrative or operational functions to ASK Private Client or another competent person where permitted by law. Delegation does not alter ShareIn's responsibility as ISA manager or its responsibility, as principal, for regulated activities carried on by ASK Private Client within the scope of ASK Private Client's appointment. In these Terms and Conditions, "we", "us" and "our" mean ShareIn and, where the context permits, a properly appointed delegate acting on ShareIn's behalf.

1.3 To open and subscribe to an ASK Private Client IFISA, we must receive and accept a valid ISA application and the required investor declaration, together with a cash subscription or a valid ISA transfer. The minimum investment, if any, will be stated in the relevant investment information. New subscriptions must be in pounds sterling and must not cause you to exceed the overall annual ISA subscription limit applying for the relevant tax year.

1.4 You may subscribe only if you are an individual aged 18 or over and, at the time of subscription, either resident in the United Kingdom or within an applicable Crown employee, spouse or civil-partner exception under the ISA Regulations. You must notify us promptly if information relevant to your eligibility changes. Losing UK residence does not of itself require the IFISA to close, but it may prevent further subscriptions except where the ISA Regulations permit them.

1.5 Your application and declaration may remain valid for subsequent tax years to the extent permitted by the ISA Regulations. We may require a fresh or updated application, declaration or confirmation where required by the ISA Regulations, HMRC practice or a material change in your circumstances.

1.6 The rules on subscription limits and multiple ISA accounts are governed by the ISA Regulations. In particular:

1.6.1 you may subscribe to more than one ISA of the same type in a tax year where the ISA Regulations permit this; and

1.6.2 you are responsible for ensuring that your total subscriptions across all ISAs do not exceed the overall annual ISA subscription limit and that you comply with any separate limit applicable to another type of ISA. Transfers made through the prescribed ISA transfer process do not normally count as new subscriptions.

1.7 Investments held in the IFISA must be, and remain, in your beneficial ownership and must not be assigned or used as security for a loan except to the extent expressly permitted by the ISA Regulations.

1.8 Legal title to, or documents evidencing title to, IFISA investments will be held or recorded in the manner required by the ISA Regulations and the relevant investment documents. This may include electronic records maintained by ShareIn, a nominee, custodian or another person appointed by ShareIn. Your beneficial ownership and limited-recourse rights under each debt security remain subject to its terms.

1.9 Before delegating an ISA-management function, ShareIn will take reasonable steps to satisfy itself that the delegate is competent to perform that function and will oversee the delegated function as required by applicable law and FCA rules.

1.10 If the IFISA or a subscription becomes invalid or an investment ceases to qualify, we will follow the repair, voiding or removal process required by the ISA Regulations and HMRC. We will notify you, explain any action or instruction required and allow a reasonable response period where practicable. We may close or void the account, remove an invalid subscription or investment, or take other required action where the issue cannot be repaired. Tax may become payable and an investment may need to be transferred out or realised, potentially at a loss.

1.11 If your application or declaration is no longer valid for a later tax year, you must complete any updated application, declaration or confirmation we reasonably require before making a further subscription.

1.12 We must verify identity, eligibility and other information required for financial-crime, sanctions, tax and regulatory purposes. We may request supporting evidence, delay acceptance while checks are completed, or decline an application or subscription. We will return rejected cash in accordance with applicable law and our payment-security procedures.

2. Payments and withdrawals

2.1 Subscriptions may be made by bank transfer using the instructions shown on the Portal or by a valid transfer from another ISA under the "Transfers in" section. We do not accept cash, cheques, cryptoassets or payment through an electronic-money wallet unless expressly notified otherwise and lawfully permitted.

2.2 If we become aware that your aggregate ISA subscriptions may exceed the applicable limit or are otherwise invalid, we will follow the ISA Regulations and HMRC repair process. We will not automatically transfer an excess subscription to a general investment account without your instruction unless this is required or expressly permitted by law. You must provide any instruction reasonably requested to identify or remove an excess subscription.

2.3 You may request a withdrawal of available cash at any time. You cannot require withdrawal of cash which remains invested in an illiquid debt security. A debt security may be realised only if it is repaid, redeemed or sold in accordance with its terms and the ASK Private Client investor terms. No secondary market, purchaser, sale price or completion timetable is guaranteed.

2.4 We will pay available cash to your verified bank account within the period you reasonably specify or, if that period is not practicable, as soon as reasonably practicable and ordinarily within 30 days after the later of: (a) the cash becoming available following any sale, repayment or redemption; (b) completion of required identity, fraud-prevention and bank-account checks; and (c) receipt of a valid withdrawal instruction. We will explain a material delay.

2.5 The IFISA is intended to be flexible. Subject to the ISA Regulations and our operational requirements, cash withdrawn may be replaced into the same IFISA during the same tax year without the replacement counting as a new subscription. Flexibility does not permit you to replace a debt security in specie. Amounts withdrawn by way of ISA transfer, cancellation, payment of fees, an HMRC instruction or another excluded withdrawal cannot be replaced as a flexible replacement subscription. Any replacement must be completed before the end of the relevant tax year.

3. Uninvested cash

3.1 The IFISA may hold cash in sterling where permitted by the ISA Regulations, including subscriptions awaiting investment and proceeds, interest or recoveries awaiting reinvestment, withdrawal, transfer or payment of charges. Cash is not required to remain fully invested at all times. We may contact you if cash remains uninvested for a prolonged period, but we will not invest it without a valid instruction.

3.2 ShareIn will receive and hold cash subscriptions and other cash attributable to your IFISA, including repayments, interest, recoveries and sale proceeds, as client money in accordance with the FCA client money rules, to the extent those rules apply. Client money will be deposited in sterling with an eligible bank in a client bank account and segregated from ShareIn's own money. ShareIn's records will separately identify the amount attributable to you.

3.3 The client bank account may contain money belonging to other ShareIn clients. Your entitlement will be recorded separately, but the cash will not be held in a bank account opened solely in your name. Cash will remain subject to the applicable client-money trust, reconciliation and distribution arrangements until it is properly paid to you, transferred to another ISA manager or paid in accordance with your instruction to acquire an investment.

3.4 When cash is properly paid to the issuer or other relevant recipient to acquire a debt security, it will cease to be client money and will instead be represented by your contractual rights under that debt security. Interest may not be paid on uninvested cash. Any interest or other return paid or credited on IFISA cash will be dealt with as stated on the Portal and in accordance with the tax rules applying at the relevant time. If ShareIn or a bank holding client money fails, return of cash may be delayed and any shortfall will be dealt with under the applicable client-money, insolvency and compensation rules.

4. Fees

4.1 ASK Private Client currently pays the fees charged by ShareIn for administering the IFISA. Any investment-specific fee or charge, including any amount borne by an issuer or deducted in a payment waterfall, will be disclosed in the relevant investment information before you invest. A payment by ASK Private Client does not make ASK Private Client the ISA manager.

4.2 We may charge reasonable fees for specified services, including certain transfers out and work required following death, incapacity, insolvency or a court order, only where the fee and the circumstances in which it applies are disclosed in the current tariff made available on the Portal. A transfer fee will not be set at a level which unreasonably prevents or delays an ISA transfer.

4.3 We may introduce or increase a fee payable by you only for a legitimate reason and after giving at least 30 days' notice, unless a change in law or regulation requires a shorter period. A change will not apply retrospectively to a service already supplied or an accrued right.

4.4 A fee payable by you may be deducted from available cash in the IFISA. We will not sell an illiquid debt security solely to pay a fee unless you have agreed to the sale, the relevant investment terms permit it and the sale can be completed. If insufficient cash is available, we may ask you to pay the fee separately or deduct it from later cash proceeds, as disclosed in the tariff.

5. Cancellation and account closure

5.1 If you are a consumer, you may cancel the IFISA management agreement within 14 calendar days beginning on the later of the day the agreement is concluded and the day you receive these Terms and Conditions and the required cancellation information in a durable medium. You may cancel without giving a reason by emailing team@sharein.com, using the cancellation facility on the Portal, telephoning +44 (0)131 641 0018, or writing to ShareIn at CodeBase, 37a Castle Terrace, Edinburgh EH1 2EL. This cancellation right relates to the IFISA wrapper. Any separate right to cancel or withdraw from a debt-security investment is governed by the applicable investment terms and regulatory disclosures.

5.2 On cancellation, we will unwind the IFISA wrapper in accordance with applicable law. Available cash will be returned or transferred as you validly instruct. If a debt-security transaction has already completed and cannot itself be cancelled, the security may have to be transferred to a general investment account or remain subject to its investment terms until it can be repaid or sold. It will then lose ISA tax treatment. Before beginning performance during the cancellation period, we will explain any relevant consequences and obtain any request or consent required by law.

5.3 You may close the IFISA at any time. Closing the IFISA and paying assets to you is not an ISA transfer and may cause the assets to lose tax-free status. Closure does not prevent you from subscribing to another IFISA in the same tax year where permitted by the ISA Regulations, but you remain responsible for the overall annual subscription limit.

5.4 Where permitted by the ISA Regulations and our operational arrangements, we may re-open an IFISA closed earlier in the same tax year so that you can resume subscriptions or make eligible flexible replacement subscriptions.

5.5 We may close the IFISA where required by HMRC, law, a regulator or court order; where ShareIn ceases to act as ISA manager; where you cease to be eligible for the service; or where the related platform relationship is terminated and continued management is not reasonably practicable. Except where immediate action is required, we will give reasonable notice, explain the available transfer or withdrawal options and allow a reasonable period for instructions.

5.6 If the IFISA is closed, we will first follow any valid instruction to transfer it directly to another ISA manager. If no valid transfer can be completed, available cash and investments may be paid or transferred to you or to a general investment account in your name, where operationally available. Any amount moved outside the ISA wrapper will cease to benefit from ISA tax treatment. An illiquid debt security may remain subject to its terms and may not be capable of immediate sale or transfer.

5.7 Moving a debt security outside the IFISA does not by itself change the contractual interest rate or limited-recourse terms of that security, but it may change its tax treatment and the way payments are administered.

6. Death or bankruptcy

6.1 On your death, the IFISA becomes a "continuing account of a deceased investor" under the ISA Regulations. No further ordinary subscriptions may be made. Subject to current law, qualifying income and gains may continue to receive ISA tax treatment until the earliest of completion of the administration of your estate, the third anniversary of death and closure of the account.

6.2 After receiving satisfactory evidence of death, we will restrict dealings and act on valid instructions from your personal representatives. We will close or transfer the account when required or instructed in accordance with the ISA Regulations. We will not automatically transfer the investments to a general investment account immediately on notification of death.

6.3 6.3 We may require a grant of probate, letters of administration or other reasonable evidence of authority before releasing or transferring cash or investments to personal representatives. We may take proportionate steps for small estates where legally permitted.

6.4 The IFISA will be valued for estate-administration purposes using a reasonable valuation methodology appropriate to each investment. An illiquid debt security may not have an observable market value, and any valuation is not a promise that the investment can be sold for that amount.

6.5 A surviving spouse or civil partner may be entitled to make additional permitted subscriptions under the ISA Regulations. Availability through ShareIn is subject to our service offering, satisfactory evidence and the applicable rules; this clause does not guarantee that an additional permitted subscription facility will be offered.

6.6 If you become bankrupt, the IFISA must be closed with effect from the date on which the trustee's appointment takes effect or the Official Receiver becomes trustee, as applicable. The tax treatment will end from that effective date in accordance with the ISA Regulations.

6.7 After receiving satisfactory notice of bankruptcy, we will close the IFISA and hold, transfer or realise its cash and investments in accordance with the lawful instructions of the trustee, the ISA Regulations and the investment terms. We will not transfer assets into a general investment account in the trustee's name unless legally and operationally appropriate.

6.8 The trustee may exercise the rights which vest in the bankrupt estate, subject to applicable law and the terms and liquidity of each debt security. Neither the trustee nor ShareIn can require an issuer or purchaser to repay or buy an illiquid debt security before it is contractually due.

7. Transfers in

7.1 We may accept a cash transfer from an existing ISA in your name where the transfer is permitted by the ISA Regulations and we agree to accept it. You must apply through the prescribed ISA transfer process; withdrawing money yourself and paying it to us may cause it to lose ISA status and count as a new subscription. We do not accept in-specie transfers unless we expressly agree otherwise.

7.2 We will begin the transfer on the date agreed with you and the transferring ISA manager. We will send or process the required instruction and information without undue delay and complete the transfer within the period agreed or otherwise as soon as reasonably practicable. We are not liable for delay outside our reasonable control if we take reasonable steps to mitigate it, keep you informed and continue the process promptly when the cause ends.

8. Transfers out

8.1 You have the right to request a transfer of all or part of the IFISA to another ISA manager. The request must be made through the receiving manager. Unless we and the receiving manager agree to an in-specie transfer, transfers will be made in cash. You cannot require an issuer to repay a debt security early. If no purchaser is available, a cash transfer may have to wait until the security is repaid, redeemed or sold. We will explain the expected process, material delay and any disclosed fee.

8.2 Subject to the ISA Regulations, you may transfer some or all of current-year subscriptions and some or all of previous-year subscriptions, together with attributable proceeds and income. We will implement a valid transfer instruction within the agreed period or as soon as reasonably practicable, taking account of the liquidity and transfer restrictions of the investments. An ISA transfer made directly between managers preserves ISA tax treatment and does not ordinarily count as a new subscription.

9. Debt securities that you already own

9.1 An existing debt security held outside an ISA cannot simply be moved in specie into the IFISA. A qualifying debt security must be acquired using cash held within the IFISA and through a process permitted by the ISA Regulations.

9.2 You may ask to sell a debt security held outside the IFISA and then subscribe available cash to the IFISA, subject to eligibility, the annual subscription limit, availability of a purchaser and the ASK Private Client investor terms. A sale and repurchase may involve delay, cost, loss or tax consequences and is not guaranteed.

9.3 A debt security acquired from an existing holder may be admitted to the IFISA only if ShareIn is satisfied that it is a qualifying investment, the acquisition is made using cash held by ShareIn as ISA manager, the transaction satisfies applicable open-market and genuine-commercial-terms requirements, and all platform, transfer and onboarding requirements are met.

9.4 A debt security held in the IFISA may be sold only in accordance with its terms and the ASK Private Client investor terms. If a purchaser is available and a sale completes, the cash proceeds may remain in the IFISA for reinvestment, withdrawal or transfer. No secondary market, sale price or sale timetable is guaranteed.

10. Amendments to these Terms and Conditions

10.1 We may change these Terms and Conditions only for a legitimate reason, including a change in law, regulation, HMRC practice, tax treatment, regulatory requirement, systems, service operation, security, market practice or cost. A change must be proportionate to the reason for it and must not retrospectively deprive you of an accrued right.

10.2 We may make a change without advance notice where reasonably necessary to comply with law, the ISA Regulations, HMRC or a regulator, to protect clients or the service from fraud or security risk, or to correct an obvious error. We will notify you as soon as reasonably practicable and explain the reason and effect.

10.3 Other changes may be made to reflect legitimate operational, administrative, service or cost changes. We will consider the likely effect on investors and whether a less disruptive alternative is reasonably available.

10.4 We will give at least 30 days' notice of a change that may materially disadvantage you, unless a shorter period is required by law or needed to protect investors or service security. The notice will explain the change, its effective date and any available right to close or transfer the IFISA. A change affecting an existing debt security will not alter that security's contractual terms unless its investment documents permit the change.

11. ISA regulations

11.1 Management of the IFISA is subject to the ISA Regulations and applicable HMRC practice. A mandatory change applies from the time required by law. We will update these Terms and Conditions and notify you where the change materially affects the operation or tax treatment of the IFISA.

11.2 If the IFISA or an investment loses or is expected to lose ISA eligibility, we will notify you and take the action required by the ISA Regulations. This may include divesting the investment, potentially at a loss, retaining cash proceeds within the IFISA, or transferring the investment outside the wrapper. Where the rules provide a remediation period, we will act within it and request any instruction needed from you.

12. General

12.1 These Terms and Conditions and any non-contractual obligation arising from them are governed by the law of England and Wales. The courts of England and Wales have non-exclusive jurisdiction. If you are a consumer resident elsewhere in the United Kingdom, this clause does not deprive you of any right to bring proceedings in the courts of the part of the United Kingdom in which you reside.

12.2 If a provision is invalid, unlawful or unenforceable, it will be treated as modified to the minimum extent necessary and the remaining provisions will continue in effect.

12.3 A failure or delay by us in exercising a right does not waive that right. A waiver is effective only if in writing and only for the circumstances for which it is given. Nothing in these Terms and Conditions excludes or restricts a right or remedy which cannot lawfully be excluded or restricted.

12.4 ShareIn may exercise its rights and perform its obligations through a competent delegate holding all permissions required for the relevant function. ASK Private Client may enforce a provision expressly stated to benefit it. Except for that limited right, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms and Conditions. ShareIn remains responsible for its non-delegable obligations and for oversight of delegates.

12.5 If ShareIn or ASK Private Client enters a wind-down or ceases to provide the relevant service, ShareIn will seek to transfer the IFISA to another eligible ISA manager or take another step permitted by the ISA Regulations. A transfer may be delayed or prevented by the illiquidity or transfer restrictions of a debt security. If no eligible manager can accept the investments and no other permitted solution is available, the investments may have to be transferred outside the ISA wrapper and may lose ISA tax treatment. We will give notice and explain the available options so far as reasonably practicable.

12.6 ShareIn and ASK Private Client will process personal data in accordance with their respective privacy notices. Those notices explain their roles, purposes, legal bases, sharing arrangements and your data-protection rights.

12.7 Complaints about the IFISA or regulated services provided by ASK Private Client should be made using the contact details below. ShareIn is responsible for regulated activities carried on by ASK Private Client within the scope of its appointed-representative appointment. Eligible complainants may refer a complaint to the Financial Ombudsman Service after ShareIn's final response or if it has not resolved the complaint within the applicable time limit.

12.8 The IFISA and the debt securities held in it are investments, not bank deposits. Financial Services Compensation Scheme protection does not cover losses caused merely by an issuer or underlying borrower failing to repay. Whether protection is available for another type of claim depends on the circumstances and the applicable eligibility rules. Nothing in these Terms and Conditions excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, breach of a regulatory duty where liability cannot lawfully be excluded, or any other liability which cannot lawfully be excluded or restricted.

13. Contacting us

For questions, instructions or complaints, contact ShareIn at team@sharein.com, +44 (0)131 641 0018, or Argyle House, Lady Lawson Street, Edinburgh EH3 9DR. Communications may also be submitted through the Portal where that facility is available. Keep your email, postal address, telephone number and bank details up to date and use the notified security process when changing payment instructions.