Aimvest: Ashfield Investment Managers LTD Client Agreement

This document compiles assorted agreements and representations that establish and govern the Aimvest-Client relationship. Please read these agreements and representations carefully and retain them for future reference.

This Advisory Agreement is effective as of 1st June 2023

This Advisory Agreement is entered into by Ashfield Investment Managers LTD (“Ashfield” or “AIM”), an asset management company validly existing and licensed by the Securities and Exchange Commission (SEC) under the laws of Ghana on the one part; and Client (as defined below).

The Client is contracting with Ashfield to participate in the Aimvest digital wealth management services (the “Program”).

1. Introduction.

By signing this Advisory Agreement, you are representing and agreeing that you have read it carefully and understood its terms and conditions, including the arbitration clause below. You should not sign this Advisory Agreement if you have any questions about your obligations under this Advisory Agreement, the services that Ashfield is agreeing to provide, or the limitations of those services. If you do have questions, please contact us at support@aimvest.ai prior to signing this Advisory Agreement, and our representatives will assist you. You should retain this Advisory Agreement for future reference.

Client and Ashfield understand and agree that certain investment advisory and execution services provided on Aimvest are related to certain brokerage services provided by Ashfield partner or affiliated brokerage companies (the “Execution Partners”) that Ashfield works with. Accordingly, Client and Ashfield understand and agree that the rights and protections granted to Ashfield under this Advisory Agreement are integrated with all rights and protections granted to Ashfield by Client under this Advisory Agreement that concern Client’s relationship with Aimvest (“Integrated Rights”), and shall extend to this Advisory Agreement. In the case of some Integrated Rights, the text of this Advisory Agreement may contain its own similar terms and conditions and in the case of other Integrated Rights, the text of this Advisory Agreement does not contain its own similar terms and conditions. Whether the text of this Advisory Agreement contains similar terms or conditions to an Integrated Right shall not be interpreted to limit the extension and applicability of any Integrated Right to this Advisory Agreement.

Client further understands and agrees that Ashfield and its Execution Partners are separate entities and are not responsible for the obligations, acts, or omissions of one another. Accordingly, Ashfield will not be held liable or responsible for the obligations, acts, or omissions of its Execution Partners by Client. Client understands and agrees that, together with the Integrated Rights, the terms and conditions of this Advisory Agreement govern all aspects of Client’s relationship with Ashfield, including all transactions between Ashfield and Client and all products and services now or in the future offered through Ashfield, beginning on the date Client begins participation in the Program.

THIS ADVISORY AGREEMENT INCLUDES AN ARBITRATION CLAUSE. BY ENTERING INTO THIS ADVISORY AGREEMENT, CLIENT ACKNOWLEDGES THAT THE PARTIES TO THIS ADVISORY AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO LITIGATE OR ARBITRATE ON A CLASS BASIS.

By entering into this Advisory Agreement, Client also acknowledges receipt of the Ashfield Privacy Policy, https://aimvest.ai

Particular features or portfolios may have additional in-Application disclosures. Client agrees to review these disclosures before enabling the feature or electing the portfolio. If Client avails itself of additional services provided by Ashfield that require Client to agree to specific terms and conditions electronically (through clicks or other actions) or otherwise, such terms and conditions will be deemed an amendment and will be incorporated into and made part of this Advisory Agreement. Ashfield reserves the right to modify or terminate this Advisory Agreement at any time. Up-to-date information about the service contemplated by this Advisory Agreement will be provided via our website and in-app. The Client agrees to consult the Advisory Agreement information on Aimvest regularly. If the Client is unwilling to accept this obligation or to be bound by the terms and conditions of this Advisory Agreement, the Client shall not submit an Application (as it is defined below), to become a user of Aimvest and participate in the Program. Ashfield reserves the right to decline any Application or to terminate any Account at any time and for any reason, in its sole discretion.

Various features of the Program are offered or processed through service providers, which may be unaffiliated companies, or affiliates of Ashfield and shall include its affiliate’s agents, and representatives, as well as any service provider (for certain brokerage and transactional services integrated with the Program). The Client authorizes Ashfield and its agents or its affiliates acting on behalf of Ashfield under this Advisory Agreement to perform the services contemplated by this Advisory Agreement.

CLIENT WILL CAREFULLY READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS OF THIS ADVISORY AGREEMENT BEFORE ENTERING THEIR ELECTRONIC SIGNATURE. IF THE CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS ADVISORY AGREEMENT, THE CLIENT WILL ADDRESS THEM WITH ASHFIELD BEFORE AGREEING TO IT. THE CLIENT UNDERSTANDS THAT CLICKING OR TYPING THE CLIENT’S NAME IN THE ELECTRONIC SIGNATURE FIELD IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS ADVISORY AGREEMENT AND THE CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THE ARBITRATION HEREIN. THE CLIENT UNDERSTANDS THAT THIS ADVISORY AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY ASHFIELD, WITH REVISED TERMS POSTED ON AIMVEST. THE CLIENT AGREES TO CHECK THE APPLICATION FOR UPDATES TO THIS ADVISORY AGREEMENT. THE CLIENT UNDERSTANDS THAT BY CONTINUING TO PARTICIPATE IN THE PROGRAM AND MAINTAIN A SECURITIES BROKERAGE ACCOUNT WITHOUT OBJECTING TO REVISED TERMS OF THIS ADVISORY AGREEMENT, THE CLIENT IS ACCEPTING THE TERMS OF THE REVISED ADVISORY AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.

1. Definitions. The terms set forth below have the following meanings as used in this Agreement:

1. “Access Device” shall mean a computer, a personal digital assistant ("PDA"), television, telephone, or any other communications device, including any software Client uses on such device whether Ashfield provides it to the Client or otherwise, that enables the Client to access and use the Program through any means, including the World Wide Web, the Internet, any wireless connection or any other computer or telephonic network.

2. “Account” shall mean the brokerage account at any integrated brokerage service provider in Client’s name alone, in Client’s name together with others, or in which Client has a beneficial interest if the Account is a pooled Account, the Assets belonging to which are managed through the Platform.

3. “Account Balance Threshold” shall mean the minimum amount that a Client must invest to access the Aimvest service is GHS 10.00. Ashfield, in its sole discretion, may reduce or waive or increase the minimum investible amount Threshold.

4. “Account Communications” shall mean all communications to the Client from Aimvest or any integrated service provider that relate to the Account or, more generally, the Client’s relationship with Ashfield.

5. “Account Holder” shall mean the natural person, corporation, partnership, trustee, custodian, or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural.

6. “Advisory Agreement” shall mean this Advisory Agreement, for Client to invest through the Platform as offered by Ashfield for receiving investment advise or recommendations and other services provided by Ashfield and other digital wealth management services and payment service providers from outside parties which Ashfield shall arrange to provide for Client, as it may be amended from time to time.

7. “Allocation” shall mean each portfolio is associated with a target allocation of investment types and/or asset classes.

8. “Application” shall mean the application Client prepares and submits within the “Sign Up” and “Account Opening” sections of the website and our mobile applications for the purpose of becoming a client of Ashfield or other integrated service providers, and as part of which Client consents to the terms and conditions of this Advisory Agreement. The Application includes all information provided by Client to Ashfield in connection with the opening or maintenance of the Account, and any later applications submitted by Client to Ashfield for additional services or account features.

9. “Assets” shall mean the assets such as cash, mutual funds, unit trusts, and other financial instruments, whether certificated or uncertificated and whether for present or future delivery, and all rights and entitlements thereto. This definition includes the securities and other property and the proceeds thereof currently or in the future held, carried or maintained by Ashfield or any of its affiliates, in the possession or control of Ashfield, in the possession or control of any such affiliate, or in the possession or control of any such agent for any purpose, in and for any of Client’s current or future Accounts, including any Account in which Client has a beneficial interest. Ashfield, its agents, service providers, or its affiliates acting on behalf of Ashfield under the Advisory Agreement are authorized to perform the services contemplated by the Advisory Agreement. For purposes of this Advisory Agreement, references to affiliates of Ashfield include their respective officers, directors, employees, representatives, agents, successors, and assigns are authorized to perform the services contemplated.

10. “Aimvest” shall mean our digital wealth advisory platform currently available through mobile applications (web application to be released soon).

11. “Aimvest Ashfield Digital Investment plan” shall mean the Ashfield Digital Investment plan and includes the advisory services described in this Advisory Agreement. Ashfield acting as the Client’s agent will open accounts at a designated Fund Custodian, and or Fund Trustee Bank, or other designated banks (“Collections Accounts”) and deposit and withdraw funds from the Bank, and maintain account records.

12. “Ashfield Trading Hours” shall mean time periods between 09:00 AM to 4:00 GMT during Market Hours.

13. “Brokerage Agreement” shall mean the Brokerage Agreement between Client and, an integrated service provider, which Client agrees to enter into and abide by as a condition of Investing on this Platform, as it may be amended from time to time.

14. “Business Day” shall mean Monday through Friday, excluding Ghana Stock Exchange holidays. Although Ashfield may conduct business on Ghana Stock Exchange holidays, bank or Statutory holidays are not considered Business Days for purposes relating to bank funds transfers transactions and other bank related functions.

15. “Client” (herein also referred to as “You”) shall mean the individual, corporation, or other entity who is the Account Holder or who owns a legal or beneficial interest in an Account if the Account is a pooled account held in a Collections Account.  

16. “Client Representative” If the Client is an entity, the trustee, agent, representative, or nominee of that entity.

17. “Fiduciary” shall mean a person or entity authorized to give instructions with respect to an Account on behalf of the beneficial owners of the Account. A fiduciary is bound by the provisions of this Advisory Agreement to the same extent as the beneficial owners of the Account.

18. “Investment Advisor” shall mean a person affiliated with Ashfield who offers Supplementary Services to Clients who have elected to invest through the Aimvest Platform or Create an Investment Plan on the Platform or who otherwise receive Supplementary Services offered by Ashfield from time to time.

19. “SEC” shall mean the Securities and Exchange Commission, Ghana, Industry Regulator, of which Ashfield is a member firm.

20. “Plan” shall mean an investment plan of the Account established by Client through and described in the Interface as an “investment plan” or “investment goal”. Clients may establish one or more Plans or Goals of the Account, Other than set investment plans, Clients can make “one-time” investments or purchases.

21. “Interface” shall mean the collection of tools, features, adjustments, inputs, and other controls within the Website or mobile applications which are provided to establish and manage the Account and access services provided through the Platform.

22. “Investment Strategy” shall mean a Client-specified target Investment Style and Asset Allocation for a particular goal.

23. “Investment Goal” shall mean a set of investment principles designed to pursue a stated financial objective.

24. “Losses” shall mean any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense, or fee (including attorneys' fees and costs of collection) of any nature whatsoever, and claims, therefore.

25. “Market Hours” shall mean the open hours of the Ghana Stock Exchange, generally 9:00 AM to 4:00 PM GMT on Business Days.

26. “Password” shall mean any authentication device (including alphanumeric codes) associated with the Client’s User ID that Ashfield requires for access to the Account (or certain Account features) or services provided through the Platform, Website and, Mobile applications Interface.

27. “Products” shall mean the investment products held in Accounts through the Platform. Products as defined under Assets in XI above.

28. “Services” shall mean the discretionary and non-discretionary investment advisory and execution services provided to clients by Ashfield.

29. “Supplementary Services” shall mean the non-discretionary investment advisory services described herein that Ashfield offers to Clients who participate in the Platform, meet the Account Balance Threshold, and have elected to participate in the Program.

30. “User ID” shall mean the telephone number of a user, or as may be determined from time to time by the Platform to uniquely identify the Client for purposes of accessing the Platform.

31. “Website” shall mean the World Wide Web sites and mobile applications operated by Ashfield; including https://www.ashfieldinvest.com/ or https://www.aimvest.ai/ through which the Service is administered and, among other things, the Account is established, accessed, and managed by the Client, and Account related information is made available. The Interface is part of the Website.

1. Goals; Investment Plans: Aimvest provides goal-based investment advice. Client identifies financial goals via the Website and Mobile applications and Aimvest then provides investment advice specific to each goal via the various features offered to Client through the Interface, some of which are optional. Ashfield also provides to the Client (through the Interface), the opportunity to receive from Ashfield advice regarding the identification of financial goals based on information that the Client provides to Ashfield. Ashfield’s advice for each of the Client’s goals is based on Ashfield’s investment methodology regarding goal-based asset allocation strategies and certain information and preferences requested by the Client and provided by Ashfield through Aimvest (the Interface), including the Investment Strategy, which will serve as the Investment Policy Statement (“IPS”). For some goals or Investment Strategies, Ashfield may limit or restrict entirely the Client’s ability to direct the goal’s Investment Style or Allocation. The Client acknowledges and agrees to the terms and conditions attached hereto, which may be elected as the Investment Strategy for one or more goals. The Client acknowledges and agrees that Aimvest will not evaluate whether an Investment Strategy managed by a third-party provider is suitable for the Client’s individual investment objectives. The IPS may be modified as Ashfield adjusts its investment methodology and the Client updates the Client’s information and preferences via the Interface. For some financial goals and Investment Strategies, Ashfield’s recommendations to the Client will shift over time, with the recommended Allocation gradually shifting as the term of the goal approaches (i.e., a “glide path”). More information about Ashfield’s investment advice and methodologies are available on the Website and Mobile applications. Ashfield’s goal-based, discretionary investment advice will be based solely on information the Client provides via the Interface (or, in certain limited circumstances, by email) in response to the requests, Ashfield relies on information provided by Client and cannot be held responsible for (i) any recommendations based on inaccurate or incomplete information or (ii) modifications Client makes to an Investment Strategy that cause the IPS to differ from Ashfield’s recommendations. Inaccurate or incomplete information includes, but is not limited to, information that was once accurate or complete but becomes inaccurate or incomplete due to changes in Client’s circumstances. Client acknowledges that if Client provides false, inaccurate, or incomplete information to Ashfield, or fails to update previously provided information that is no longer accurate or complete based on changes in Client’s circumstances, the investment advice Ashfield provides may not match Client’s investment needs. Client further acknowledges that Ashfield’s recommendations will generally not be based on any assets or liabilities held outside of the Account (other than in connection with Supplementary Services, if applicable). Client agrees that if a material change occurs to Client’s goals, financial circumstances, or investment objectives, or Client wishes to impose or modify reasonable restrictions on the management of the Account, Client will promptly update Client’s information on the Website or mobile application. Ashfield will periodically send Client a reminder to update information on file with Ashfield if there has been a material change to Client’s financial circumstances or investment objectives, or if the Client desires to impose or modify investment restrictions on Client’s Account.

2. In-Kind Transfers: Ashfield will in the future be able to accept the transfer of certain securities into the Client Accounts. With respect to collective investment schemes that Ashfield does not sell immediately, Client understands and acknowledges that the value of shares or units may fluctuate between the time when a Client instructs Ashfield to make a withdrawal involving the sale of mutual funds, shares, bonds, or to transfer mutual funds from one goal to another, and the time when such transactions complete. Additional considerations related to the transfer of outside securities into an Aimvest Account will be disclosed in Aimvest’s online interface at the time of any such transfer.

3. Products: Client understands that the Products available for inclusion in the Service and the Account are determined by Ashfield and affiliates in its sole discretion, and Ashfield may change the Products available for inclusion in the Platform and the Account from time to time without notice to or consent from Client.

4. System Updates: Client understands that, when Ashfield makes changes to its online applications, not all Clients may see such changes at the same time. This may be because Ashfield is testing particular changes or because Ashfield has determined that it would be prudent to roll out a particular feature on a more gradual basis. The Client also understands that there will typically be different services and tools available to the Client depending on the means by which Clients interacts with Aimvest over the internet. For example, the services available on a mobile phone (or a particular mobile phone operating system) will be different than the services and tools available via a web-based Platform.

5. Power of Attorney: The Client appoints Ashfield to manage the Account on a non-discretionary Basis.

6. Trading: Unlike self-directed brokerage accounts, Client cannot enter individual buy and sell orders for specific securities to be executed at particular times. Rather, Ashfield places orders to buy and/or sell securities with partner or affiliated brokerage companies consistent with the discretionary authority granted to it by the Client, which includes, among other things, the authority to select which securities to buy and sell and when to place orders for the execution of securities. If the Client wants to control the specific time during the day that securities are bought and sold in the Client’s account (e.g., Client wants the ability to “time the market”), the Client should not use Ashfield’s service. Ashfield will place orders for the execution of securities in the Account in accordance with the investment and trading discretion granted under the terms of this Agreement. The Client will receive the price at which such orders are executed in the marketplace. Instability in financial markets may expose the Client to greater market, liquidity, and execution risk, including extreme bid-ask spreads, acute price dislocation, and incomplete execution.

Ashfield continues placing orders associated with deposit and withdrawal requests until market close. Ashfield may also postpone trades in order to modulate its overall trading volume on a particular business day. Further, account deposits are automatically subject to a processing period that may be up to five (5) business days or longer; deposits related transactions will not occur until the next business day after this processing period is complete.

In addition, Ashfield reserves the right, at any time and without notice, to delay or manage trading in response to market instability. Ashfield may do so where it determines it is appropriate to respond to extraordinary circumstances of market instability, as evidenced by extreme instances of elevated localized volatility, insufficient or unstable market depth, price dislocation, incomplete execution, fast markets, and rapidly widening bid-ask spreads. In the event Ashfield delays placing orders in response to extraordinary market volatility for greater than sixty consecutive minutes during Ashfield Trading Hours, Ashfield will undertake to provide notice of such delay to the Client by posting a message via the Interface. For the avoidance of doubt, Ashfield does not delay or manage trading based on any view about whether markets are likely to rise or fall.

1. Account Composition: Client understands and agrees that the Account’s composition and performance may be different for a variety of reasons. These differences can arise, but are not limited to, the following instances: (a) when the Account is established and the initial Product(s) are purchased; (b) when the Client contributes additional capital to Client’s Account; (c) when Client revises the information and preferences Client provides to Ashfield; (d) when the market value of the Products fluctuates; (e) when dividends from the Products, if any, are reinvested; (f) hardware or software malfunction, failure, or unavailability; and/or (g) when Ashfield adjusts its investment methodology or the mix of products offered. Client agrees that Ashfield, other affiliates of Ashfield or other third-party partners shall not be held responsible for any amounts by which the Account’s composition varies from the IPS. Notwithstanding other provisions of this Advisory Agreement, Client may request Ashfield by means outside of the Interface to allocate assets in the Account in a manner determined by Client and other than as determined by Ashfield. Ashfield may accept or reject such requests in its sole discretion.

2. Tax and Rollover Advice: Any tax information provided by Ashfield is not a substitute for the advice of a qualified tax advisor. The Client should consult a third-party tax advisor to discuss tax-related concerns. Ashfield’s communications to Client about rollovers, including any comparisons of Ashfield’s services to services available elsewhere, are intended to provide the Client with general information that may be useful to the Client’s own investment decisions. This general information does not address the details of the Client’s personal situation, and it is not intended to be an individualized recommendation that the Client takes any particular action.

3. Order Handling: Ashfield may, but is not required to, aggregate orders for the sale or purchase of securities for the Account with orders for the same security for other Ashfield clients, including its employees and their related persons, and for Ashfield’s own account. In such cases, each Account will be charged or credited with the average price per unit.

4. Client’s Responsibilities: The Client recognizes that the value and usefulness of the advisory services provided by Ashfield will be dependent upon the Client’s active participation in the formulation and direction of the Account’s IPS, which requires, among other things, the Client to provide true and accurate information to Ashfield. The Client further accepts full responsibility for all investment decisions the Client makes in contravention of the investment advice Ashfield provides to the Client via the Website or Mobile applications in connection with Supplementary Services and agrees to hold Ashfield harmless therefrom.

5. Compensation. The Client will pay fees (‘‘fund management fees’’) equal to fees charged by Ashfield on the underlying collective investment schemes in which the Client invests. These fees are charged on the net asset values of the respective funds under the management of Ashfield. Please see fee schedule detailed further below for more details.

6. Linked Bank Account or Mobile Wallet: The Client may maintain a maximum of one linked bank account and a mobile wallet (the “Linked Bank Account”) at any time. Initially, the Client’s Linked Bank Account will be the account that the Client designates in the Application. To establish or change the Linked Bank Account, Client will comply with applicable procedures within the Platform or as required elsewhere by Ashfield. Ashfield may place reasonable restrictions on the frequency with which Client changes the Linked Bank Account.

7. Deposits, Withdrawals, and Allocation Changes: At any time, Client may enter instructions with Ashfield to make cash deposits to the Account from the Linked Bank Account or withdrawals from the Account to the Linked Bank Account by taking appropriate action within the Platform. The minimum account size to maintain an account or Investment goal is GHS 10.00. Client represents and warrants that no funds deposited into the Account are derived from, or will be used to promote the conduct of, any unlawful activity. Client understands and agrees that the deposit and withdrawal of funds to or from the Account may be conducted in cash via Automatic Clearing House (“ACH”) transaction from or to the Linked Bank Account or Clients validated Mobile Wallet. Client understands and agrees that when Client provided their Linked Bank Account and or Validated Mobile Wallet, Client authorizes Ashfield to initiate deposits to and/or withdrawals from Client’s Linked Bank Account and or Mobile Wallet at Ashfield’s discretion. Client understands and agrees that ACH transactions are subject to processing delays which may last up to three (3) Business Days or longer and funds transferred may not be credited to the Account or otherwise available to the Client during processing. Ashfield, in their sole discretion, may impose a longer waiting period during which funds may not be available for trading or withdrawal. Ashfield may, in their sole discretion, permit the transfer of funds into or out of the Account in other forms or via alternative means. Ashfield reserves the right, in their sole discretion and without advance notice, to refuse certain types of additions of funds to the Account. Ashfield reserves the right to require that the Client make requests for withdrawals from the Account in writing. Client may alternatively request transfer of Assets to a different account with Ashfield or to a fund manager other than Ashfield by submitting a request to Ashfield in a form determined by Ashfield. Certain Assets held in the Account may not be accepted by another fund manager or investment advisor. Ashfield may determine to cancel this Advisory Agreement as a result of a request to transfer Assets to another investment advisor. Subject to these terms, Client may enter instructions with Ashfield to withdraw an amount up to the current market value of the Account at any time. When Client makes a withdrawal request, Ashfield and its bank service or payment service provider or Bank may act on Client’s behalf to initiate the ACH disbursement. Ashfield will transmit payment instructions to the applicable bank or mobile wallet. It is the Client’s responsibility to ensure that instructions are accurate before requesting that Ashfield makes a payment. Ashfield may in its discretion attempt to abide by a subsequent request to modify instructions, but it is not obligated to do so. The Client agrees to indemnify and hold Ashfield and their affiliates harmless from any Losses arising out of or relating to an attempt to amend or cancel a payment request. The Client understands that any erroneous, mismatched, or incomplete identifying information on an incoming payment may result in such transfer being rejected, lost, posted to an incorrect account, or returned to the originating bank without notice to the Client, and the Client agrees to indemnify and hold Ashfield and their affiliates harmless from any Losses arising out of or relating to any erroneous, mismatched, or incomplete identifying information on an incoming funds transfer. Ashfield may offset losses resulting from a returned transfer out of any balance in Client’s Account or deposited on Aimvest for Client’s Account. The Client understands that Ashfield generally does not place orders for the execution of transactions in the Account outside of Ashfield Trading Hours and any orders initiated in response to asset Allocation changes or client deposits or withdrawals received outside of Ashfield Trading Hours will not be placed before 09:00 AM on the next Business Day. The Client further understands that Ashfield generally stops placing orders arising from Allocation changes approximately thirty minutes before the close of any market session. Ashfield generally continues placing orders associated with deposit and withdrawal requests until market close. The Client understands and agrees that Ashfield shall not be held responsible for any losses or other consequences that result from Ashfield’s timing of or other determinations for placing orders.

8. Proxies: The Client delegates to Ashfield the authority to receive and vote all proxies and related materials for any security held in the Account. Ashfield accordingly will vote on matters requiring a proxy vote for the securities held in the Account and will do so in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest of the Client. The Client also delegates to Ashfield the authority to vote on other corporate actions, like tender offers, which do not require a proxy or are not solicited via proxy. Clients may request information regarding how Ashfield voted a Client’s proxies, and Clients may request a copy of Ashfield's proxy policies and procedures by emailing service@aimvest.ai. The Client acknowledges and agrees that Ashfield will vote only on proxies and respond to corporate actions associated with securities that Ashfield recommends be purchased for the Client’s accounts. Client acknowledges and agrees that Ashfield is not responsible for voting proxies or participating in corporate actions for any security until the security is in the possession and control of Ashfield.

9. Personal Information: The respective rights and responsibilities of Ashfield, and the Client regarding the collection, processing, and use of Client’s personal information and the Client’s rights to limit the use and disclosure of such information, are set forth in the Aimvest Privacy policy.

10. Access Interruptions: The Client understands that neither Ashfield nor its affiliates guarantee that access to the Website, Mobile applications and Account management via the Platform will be available all the time. Ashfield reserves the right to suspend access to the Service without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Website and or Mobile applications, and hence, the Account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, or any kind of interruption of the services provided by Ashfield, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. The Client agrees that neither Ashfield nor its affiliates will be liable to the Client for any Losses incurred by the Client (including, but not limited to, lost profits, trading losses, and similar damages) resulting from such access limitations or unavailability.

11. Disclosure Statement: The Client hereby acknowledges receipt of a copy of Ashfield’s fees indicated further below, the Ashfield Privacy Policy, and other disclosure documents provided to the Client at the time this Advisory Agreement is made.

12. Term: The Client may terminate this Advisory Agreement without penalty at any time. This Advisory Agreement may be terminated at any time by either party for any reason upon written notice to the other party in accordance with this Section. Termination by Client is effective upon receipt by Ashfield of Client’s written electronic notice of intent to terminate. For the purposes of this Section, “Client’s written electronic notice of intent to terminate” shall mean Client’s election to close Client’s Account with Ashfield as such action is provided within the Platform. The Client’s termination of the Investment Account with Ashfield will constitute termination of this Advisory Agreement by the Client effective upon receipt of notice of termination by Ashfield. Termination by Ashfield is effective on the date of written electronic notice to the Client unless a later date is stated in the notice. The Client shall be responsible for any transactions initiated prior to termination. The terms and conditions of this Advisory Agreement will survive termination of the Account and will continue to apply to any disputed or other remaining matters involving the Client’s relationship with Ashfield. If the Client should re-open the Account at a date subsequent to terminating the Account and Advisory Agreement, Client agrees to be bound by the Advisory Agreement in effect at the time the Client re-opens the Account. Upon termination, Ashfield is expressly authorized by the Client to redeem or otherwise liquidate any shares of Products held in the Account and disburse proceeds to the Client. Such redemption or liquidation may affect the asset Allocation and/or market value of the Account, and may also have tax consequences. The Client may alternatively request the transfer of Assets to another investment advisor or asset manager other than Ashfield by submitting a request to Ashfield in a form determined by Ashfield. Certain assets held in the Account may not be accepted by another investment advisor or fund manager. Ashfield shall not be liable for any losses caused by the liquidation of securities pursuant to this Section, including but not limited to any tax liabilities.

13. Security: When the Client accesses the Website and our Mobile applications using an up-to-date version of third-party web browser (such as Microsoft Internet Explorer, Firefox, Chrome, or Safari) that is compatible with the industry-standard encryption, Ashfield’s security systems automatically protect the Client’s communications through server and data encryption. Access requires password protection to log onto the Interface and the use of Two-Factor Authentication to further protect the Client’s Account.

14. Investment Tools: The Client understands that investment tools provided within the Platform are not a guarantee of performance and Ashfield does not guarantee or make any warranty of any kind, express or implied, regarding the projections or recommendations generated by the investment tools. The Client agrees that Ashfield is not liable for any Losses (including lost opportunity or profits) arising out of or relating to discrepancies between projections and suggestions and actual performance. As with Ashfield’s services more generally, these tools are not designed to provide you with a comprehensive financial plan.

15. Limitation: The Client understands and agrees that the Client is responsible for all losses arising from or related to the Account. Except for negligence or malfeasance or violation of applicable law, the Client agrees that Ashfield and their respective officers and employees shall not be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in managing the Account or providing Supplementary Services. Ghana’s Securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Client may have under Ghanaian securities laws. In addition, it is possible that the Client or Ashfield itself may experience a computer equipment failure, loss of internet access, viruses, or other events that may impair access to Ashfield’s software-based digital wealth management service. Ashfield and its representatives are not responsible to any Client for losses unless caused by Ashfield breaching its fiduciary duty.

16. General and Miscellaneous Provisions and Disclosures:

a. Client represents and confirms that the Client has full power and authority to execute, deliver, enter into, and perform Client’s obligations under this Advisory Agreement. The Client represents that this Advisory Agreement has been duly authorized, executed, and delivered by the Client and is the legal, valid, and binding agreement of the Client, enforceable against the Client in accordance with its terms, and that the terms of this Advisory Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise.

b. If this Advisory Agreement is being executed on behalf of a corporation, trust, government, partnership, or other business or legal entity, the Client further represents that the governing documents for such entity authorize and permit the provision of investment advisory services through an advisory account in accordance with the terms of this Advisory Agreement.

c. If the Client is a corporation, trust, government, partnership, or other business or legal entity, the Client Representative executing this agreement on behalf of the Client represents and confirms that the Client Representative has the requisite legal capacity, authority, and power to execute, deliver, and perform such execution and the obligations under this Advisory Agreement as applicable. If the Client is a corporation or partnership, the individual signing this Advisory Agreement represents that the individual has been authorized to execute this Advisory Agreement by appropriate corporate or partnership action. The Client agrees to indemnify, defend, and hold Ashfield, and their affiliates harmless from any Losses arising out of or relating to claims against Ashfield, arising out of the Client’s failure – whether it be intentional or unintentional – to abide by the Client’s representations in this paragraph.

d. If the Client is an entity, and if the Client Representative is entering into this Advisory Agreement, the Client and the Client Representative understand and agree that the representations, warranties, and agreements made herein are made by the Client both: (1) with respect to Client; and (2) with respect to the Client Representative.

e. Client shall advise Ashfield immediately of any event that might affect this authority or the binding effect of this Advisory Agreement.

f. The products available through the Platform are investment products and as such: (i) are not insured; (ii) carry no bank or government guarantees, and are not a deposit or other obligation of, or guaranteed by, a bank; and (iii) have associated risks. The Client understands that investments in securities are subject to investment risks, including possible loss of the principal amount invested.

g. Client understands and agrees that Ashfield offers no guarantees of investment performance based on the predictions and suggestions of the investment tools or other advice provided through the Platform or via the Supplementary Services or Ashfield matching services. In deciding to engage Ashfield and opening an Account, the Client represents that the Client has determined that the Platform is appropriate for the Client, taking into account all factors that Client believes are relevant, including but not limited to the terms and conditions and privacy policy of the Platform, the Client’s interest in having Ashfield make investment decisions for the Client, the Client’s anticipated need for investment advice, the costs and potential benefits of the Program as compared to other types of advisory account programs, such as non-discretionary accounts, and the costs and potential benefits of this Platform as compared to traditional fund management or brokerage services, such as a commission-based brokerage account, trading activity, and the Client’s level of investment experience. The Client represents that the Client is aware of and is willing to assume risks involved with investing in the Assets pursuant to the Platform and receiving Supplementary Services.

h. Client understands that this Advisory Agreement will be deemed to have been made in Accra, Ghana. To the extent not inconsistent with Ghanaian law, this Advisory Agreement shall be governed by and construed in accordance with the laws of Ghana, and in compliance with the Securities Industry Act 2016 (Act 929). The Act imposes liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of rights which Client may have under Ghanaian securities laws.

i. If any provision of this Advisory Agreement is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Advisory Agreement.

j. Except as specifically permitted in this Advisory Agreement, no provision of the Advisory Agreement can be, nor will it be deemed to be, waived, altered, modified, or amended unless agreed to in writing and signed by an authorized officer of Ashfield.

k. Ashfield may amend this Advisory Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective as of the time Ashfield has notified the Client in writing of any change or such later date as Ashfield may establish. Ashfield reserves the right but does not intend to follow it as a matter of course, to notify the Client of modifications to the Advisory Agreement by mailing or e-mailing a written notice or new Advisory Agreement to the Client. The Client understands that the normal method of notifying the Client of modifications to the Advisory Agreement will be to post the information on the Website or on the mobile application. The Client understands that by not closing and or continuing to use the Account, the Client confirms the Client’s agreement to abide by the Advisory Agreement, as amended from time to time. The Client also agrees that Ashfield may change the Service at any time, and that it is not obligated to provide Client with notice of such a change.

l. In addition to the terms in this Agreement, when using products, services or features on the Website and Interface, the Client shall be subject to any additional posted guidelines, disclosures, methodology documents, or requirements applicable to such product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into this Agreement.

m. Ashfield’s failure to insist on strict compliance with this Advisory Agreement or any other course of conduct on Ashfield’s part will not be deemed a waiver of Ashfield’s rights under this Advisory Agreement.

n. The parties hereby acknowledge and agree that this Advisory Agreement and the Integrated Rights thereof, and the other documents agreed to and delivered in connection with becoming and continuing to be a Client, constitute the final understanding between the parties with respect to all matters contained herein. The parties further acknowledge and agree that with the exception of the above-referenced agreements there are no prior or coexisting agreements different or distinct from those contained herein, and all such prior and coexisting agreements, if any, are merged herein. This Advisory Agreement, all other written agreements, and terms contained on statements and confirmations contain the entire understanding between Ashfield and the Client. This Advisory Agreement supersedes any previous agreements that the Client has made with Ashfield individually with regards to the Account, to the extent that the subject matter is covered by this Advisory Agreement. Ashfield may not assign its rights and duties under this Advisory Agreement to any of its successors, subsidiaries, affiliates, or any other entity without obtaining the Client’s consent. The Client will be deemed to have consented to Ashfield assigning its rights and duties under this Advisory Agreement if after receiving adequate written electronic notice of a proposed assignment Client does not serve notice of objection to Ashfield. The Client may not assign the rights and obligations under this Advisory Agreement without first obtaining the prior written consent of Ashfield. Any purported assignment in violation of this Advisory Agreement will be void.

o. This Advisory Agreement will pass to the benefit of Ashfield and its successors, assigns, and agents. In addition, Client hereby agrees that this Advisory Agreement and all the terms hereof, will be binding on Client’s heirs, executors, administrators, personal representatives, and any assigns permitted by Ashfield.

p. Ashfield will not provide accounting or legal advice. Ashfield will not be responsible for the acts, omissions, or insolvency of any other agent, broker, or independent contractor selected to take any action or to negotiate or consummate any transaction for the Account.

q. The heading of each provision of this Advisory Agreement is for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.

r. Client’s intentional action in electronically signing the Application is valid evidence of consent to be legally bound by this Advisory Agreement and by other documentation submitted in the Application process or governing the Client’s relationship with Ashfield. The use of an electronic version of Program documents fully satisfies any requirement that they be provided to the Client in writing. the Client acknowledges that the Client may access and retain a record of the documents that the Client electronically signs through the Interface. The Client is solely responsible for reviewing and understanding all of the terms and conditions of these documents. The Client accepts as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Advisory Agreement on the platform. The Client acknowledges and agrees that Ashfield may modify the Advisory Agreement from time to time and the Client agrees to consult the Platform from time to time for the most up-to-date Advisory Agreement. The electronically stored copy of this Advisory Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Advisory Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. The Client agrees to not contest the admissibility or enforceability of Ashfield’s electronically stored copy of the Advisory Agreement in any proceeding arising out of the terms and conditions of the Advisory Agreement.

s. Client understands and agrees that Ashfield may in its discretion, but is not obligated to, monitor or record any of the Client’s telephone conversations with Ashfield for quality control and regulatory compliance purposes and for its own protection. Ashfield may also monitor and make a record of the Client’s use of Services and any other communications between Ashfield and the Client and may use the resulting information for internal purposes or as may be required by applicable law. Unless otherwise agreed in writing, Ashfield does not consent to the recording of telephone conversations by any third party or the Client. The Client acknowledges and understands that not all telephone lines or calls are recorded by Ashfield and Ashfield does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.

1. Electronic Signatures: The Client’s intentional action in providing an electronic signature, constituted by clicking a button indicating an electronic signature, typing the Client’s name in a signature field, or otherwise entering an electronic signature, is valid evidence of consent to be legally bound by this Advisory Agreement and by other documentation submitted in the Application process or governing the Client’s relationship with Ashfield, and as valid evidence of consent to be legally bound by any other documents relating to the Platform the Client electronically signs. The use of an electronic version of Account documents fully satisfies any requirement that they are provided to the Client in writing. The Client acknowledges that the Client may access and retain a record of the documents relating to the Platform that the Client electronically signs. The Client is solely responsible for reviewing and understanding all of the terms and conditions of these documents. The Client accepts as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Advisory Agreement on the Website. The electronically stored copy of this Advisory Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Advisory Agreement, admissible in judicial or administrative proceedings to the same extent as if the document and records were originally generated and maintained in printed form. The Client agrees not to contest the admissibility or enforceability of Ashfield’s electronically stored copy of the Advisory Agreement in any proceeding arising out of the terms and conditions of the Advisory Agreement.

2. Electronic Delivery of Documents: The Client acknowledges receipt and acceptance of the “Consent to Electronic Delivery of Documents from Ashfield which is attached hereto. All written notices to any party under this Advisory Agreement shall be sent to such party in electronic form either through applicable means of the Interface or through designated email addresses, or such other address as such party may designate in writing to the other. The Client is responsible for maintaining a valid email address and software and hardware to receive, read and send emails. The Client hereby agrees to provide Ashfield with a current email address and promptly notify Ashfield of any changes to his or her email address in his or her Account on the Interface or the Website. Notwithstanding the above, Ashfield may occasionally require certain communications from the Client to be sent in a non-electronic form.

3. Complaints: Formal written complaints about your Ashfield Account may be directed to Ashfield at support@aimvest.ai or by mail at 18 Noi Fetreke Street, West Airport, Accra.

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