1. Scope of this agreement
1.1 What these terms cover
These Terms and Conditions and the General Terms andConditions are the terms on which we supply products and/or services to you, whether these are spot transactions, forward transactions, payment services, stop loss orders, limit orders, other services or digital content.
1.2 Why you should read them
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please email us at firstname.lastname@example.org.
We do not offer advice under these terms on any matter including (but not limited to) the merits or otherwise of any currency transaction, on taxation or markets.
1.3 Additional documents
For clarity, the additional documents and the parts of these terms which incorporate the additional documents are not “framework contracts” for the purpose of the EU Payment Services Directive or any implementation of that directive in the EU or EEA (including the UK Payment Services Regulations).
1.4 Are you a business customer or a consumer?
In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
If you are a business customer these terms constitute the entire agreement between us in relation to your order. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. Who can use our services
2.1 You must be 18 years or over. If you are an individual, you must be 18 years or older to use our services and by completing a currency exchange account application and/or order you declare that you are 18 years or older. We may ask you at any time to show proof of your age.
2.2 You must have authority to bind your business. If you are a business customer, you confirm that you have authority to bind any business or entity on whose behalf you use our services, and that business or entity accepts these terms.
2.3 Your use of our services must not violate any applicable laws. You commit to us that your use of our services does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.
The definitions and rules of interpretation in this clause apply in these terms as follows:
3.1 Account: the bank account notified by you to us into which any sums due from us to you pursuant to any order will be paid.
3.2 Authorised user: is any person you notify us, in writing, and who we accept has authority to act on your behalf.
3.3 Business day: a day other than Saturday, Sunday or a public holiday in England.
3.4 Business hours: 09.00 - 17:00 on a business day.
3.5 Client money: money held by us on your behalf, which will be held in a designated client account, segregated from our money and not used as business expenditure unless specifically set out in these terms.
3.6 Client nominated account: the bank account nominated by us from time to time into which the sale currency will be paid.
3.7 Contract: individual orders that have been accepted by us.
3.8 Contract note: the written document setting out the details of an order that will be sent to you following order confirmation.
3.9 Currency exchange account application: the application completed by you, which shall be part of these terms and upon which it will be in our sole discretion whether to accept you as a customer and thereby agree to provide you with foreign exchange services.
3.10 Direct investment: capital investment in an enterprise, either directly or through a holding company, for the purpose of acquiring along term interest and significant control over the management of that enterprise.
3.11 Electronic platform: the electronic trading platform used by us to provide the services.
3.12 Forward contract: an order where the value date is later than two business days after the order. This is a contract conferring the obligation to buy or sell a specified amount of currency within a predetermined point in time.
3.13 Goods and services: all goods and services including, but not limited to, intellectual property, such as computer software and patents, and land.
3.14 Good till cancelled: an order which remains valid until cancelled by you.
3.15 Limit order: has the meaning given in clause 7.2.
3.16 Margin: a deposit or advance payment required in relation to a forward transaction.
3.17 Margin call: a request by us to you to provide additional amounts (not exceeding the full amount of the sale currency) as we may reasonably require on account to cover adverse exchange rate movements between the date of the contract and the value date.
3.18 Margin nominated account: the bank account nominated by us from time to time into which the margin will be paid.
3.19 MiFID exempt forward transaction: a forward transaction that is entered into as a means for facilitating payment for identifiable goods and services or direct investment, where the client is not a financial counter party (as defined in Article 2(8) of the European Market InfrastructureRegulation) and which is settled physically unless otherwise permissible under the regulations or the Market in Financial Instruments Directive II.
3.20 Order: your oral, electronic or written instruction for us to perform a spot transaction, forward transaction, stop loss order, limit order.
3.21 Order confirmation: when we confirm the details of the order to you by telephone, electronically or in writing.
3.22 Sale currency: the sums in a designated currency payable by you to us in respect of an order including, without limitation, any margin or margin call.
3.23 Spot contract: a contract conferring the obligation to buy or sell a specified amount of currency where the value date is two business days after the order.
3.24 Stop loss order: has the meaning given in clause 7.1.
3.25 Regulations: all laws and regulations from time to time in force relating directly or indirectly to the buying or selling of currency including, without limitation, the Money Laundering Regulations 2017, theProceeds of Crime Act 2002 and the Payment Services Regulations 2017.
3.26 Value date: the date specified in the contract note by which you must have transferred the sale currency to the client nominated account.
4. Getting to know you
4.1 Customer due diligence
We are required by law to carry out all necessary security and customer due diligence checks on you (including any parties involved in your transaction for example, your recipient) in order to complete any orders for you. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew the information we hold or in the event of a dispute relating to these terms.
4.2 Information must be accurate
All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We will not be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.
5. Our contract with you
5.1 Account application
The completion of the currency exchange account application and the submission by you of the supporting documents is a prerequisite to being entitled to make use of any of our services, including any online services. Upon your successful currency exchange account application, which remains in our sole discretion to approve, we will provide facilities for you to buy and sell currency on the terms as herein set out.
5.2 Instructions to place orders
The only persons authorised to give us instructions on your behalf are those notified by you to us, as varied by written notice to us. We shall not be bound by any such variation until we have received it and reserve the right to seek confirmation of that order before being bound by it where we deem this appropriate. You authorise us to act in accordance with all orders that we may receive at any time and which, in our opinion, come from an authorised person.
For telephone orders we will check the authority of the caller by requesting the caller to give his or her name and provided that the name given is that of an authorised person, we are entitled to assume that the caller has full authority to place an order.
5.3 How we will accept your order
Our acceptance of your order will take place either verbally or in writing. You may agree either verbally or in writing when, at which point a contract will come into existence between you and us.
5.4 If we cannot accept your order
If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because of trade limits, authorisation, risk or compliance issues. We will not be liable for any loss or damage incurred by you or any other party if we do not accept your order.
5.5 Your order number
We will assign an order number to your order which will be contained in the contract note. It will help us if you can tell us the order number whenever you contact us about your order.
5.6 Relying on your own judgment
When making an Order or entering into any Contract you rely solely on your own judgement. If we provide you with information concerning any matter including (without limit) the foreign exchange markets, it is on a voluntary basis and we do not accept responsibility for the accuracy or completeness of such information or assume any duty of care in relation to it.
5.7 Currency fluctuations
We will not transfer to you any funds representing the benefit of any fluctuation in currency arising after a contract has been entered into as this may be outside commercial purposes and, if so, unlawful.
5.8 In entering into a contract under these terms, you understand that:
5.9 When your order is received
If your order is received by us after 17:00 on a business day or not on a business day, your order will be deemed received on the following business day.
6. Providing the products
6.1 When we will provide the products
We will provide the currency to you within one business day after we receive payment in full in accordance with the Order.
6.2 We are not responsible for delays outside our control
If our supply of the currency is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
6.3 What will happen if you do not give required information to us
We will need certain information from you so that we can supply the currency to you, for example, the information required by the currency exchange account application. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 15 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the currency late or not supplying any part of it if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
6.4 Reasons we may suspend our services
We may have to suspend our services to:
6.5 Your rights if we suspend our services
We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for an order if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7. Stop loss orders and limit orders
7.1 Stop loss order
A stop loss order is a conditional order that will become either a spot transaction or forward transaction (in accordance with the contract note) if the target currency sells at or below the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the contract note).
7.2 Limit order
A limit order is a conditional order that will become either a spot transaction or forward transaction (in accordance with the contract note) if the target currency sells at or above the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the contract note).
8. Price and payment
8.1 Where to find the price for your order
We will let you know the applicable exchange rate at the time when you set up your order. As long as we receive sufficient money from you by the time specified in clause 8.4 below we will convert your money using that exchange rate. We use our best efforts to ensure that the exchange rate advised to you is correct. However please see clause 8.2 for what happens if we discover an error in the exchange rate of your order.
8.2 What happens if we got the price wrong
It is always possible that, despite our best efforts, there may be an error in the exchange rate in your order. We will normally check exchange rates before accepting your order so that where there is an error in the exchange rate communicated to you, we will contact you for your instructions before we accept your order.
8.3 We reserve the right to reissue the contract note to correct any inadvertent mistake, error or omission and we agree to do so promptly as soon as it comes to our attention.
8.4 When you must pay and how you must pay.
We accept payment with various methods as confirmed to you in your contract note. When you must pay depends on what type of order you are making:
The provisions of this clause 8.5 apply to forward transactions.
8.6 Customer errors
We accept no responsibility in the event that you send currency to any account other than the client nominated account.
8.7 Business Hours
Banks have specified cut off times for the receipt and dispatch of electronic payments. We accept no responsibility for any consequence attributable to the arrival of late funds or instruction of payment after the relevant cut off times. If we receive funds outside of our business hours they will be deemed received the following business day.
8.8 Appropriation of funds
All funds provided by you under an order (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any transaction or in the event that you are unable to pay sums due to us or breach of these terms.
8.9 Payments to third parties
We may, at our discretion, make payments to third party introducers.
We will not be obliged to pay you interest on any margin or client money held by us on your behalf.
8.11 Our right of set-off
You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.12 We are not a currency trading platform
Accordingly, you should not use our services for this purpose (including sending us multiple orders without the intention of completing all the orders). If we detect that you are using our services for this purpose, we may, at our option, set a limit on the number of orders you may send to us or refuse to accept any further orders from you.
9. Use of our online services
9.1 This clause applies if you make orders on our electronic platform or such other platform we may elect for our customers to use from time to time.
Upon our approval of your request to access the electronic platform, we grant you (and your authorised users) a non-exclusive non-transferable licence to use the electronic platform to make orders.
9.3 Interruption of services
You acknowledge that due to the nature of the internet and electronic communication there is a risk that communications may not operate free from error or interruption. We shall not be liable for:
10.2 You undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of your corporation changes by more than 10%.
11. Your rights to make changes
11.1 Contacting us to make a change
If you wish to make a change to your order please contact us at email@example.com. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
12. Our rights to make changes
12.1 We may change the product:
13. Your rights to end the contract
13.1 Under the Financial Services (Distance Marketing) Regulations 2004, you do not have any right to cancel any FX Contract.
Your may have a right to end the contract, depending on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
13.3 Ending the contract where we are not at fault and there is no right to change your mind
Even if we are not at fault, you may still be able to end the contract before it is completed, but this may be subject to deductions and/or you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault, just contact us to let us know. If this is possible, the contract will end and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
14. How to end the contract with us
14.2 When your refund will be made
We will make any refunds due to you as soon as possible.
15. Our rights to end the contract
15.1 We may end the contract if you break it
We may at any time end the contract for an order and/or close out all or part of any order from the market and/or amend the order to reflect a change in the exchange rate by writing to you if:
18. Our responsibility for loss or damage suffered by you if you are a consumer
18.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
18.2 We are not liable for business losses. If you are a consumer we only supply the products to you for domestic and private use. If you use the products for any commercial, business or resale purpose our liability to you will be limited as set out in clause 19.
18.3 Our liability to you for unauthorised payments or our mistake. In case of an unauthorised payment or mistake due to our error, we shall at your request immediately refund the payment amount including all fees deducted by us. This shall not apply:
19. Our responsibility for loss or damage suffered by you
19.1 Subject to clause 17.1:
19.2 Additional costs
You will indemnify and keep us indemnified against all losses and liabilities (including without limitation legal costs) incurred by us in the proper performance of your order or in the enforcement of our rights here under and, in particular, losses and liabilities incurred as a result of:
20. Other important terms
20.1 We may transfer this agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
20.2 You need our consent to transfer your rights to someone else
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
20.3 Nobody else has any rights under this contract.
This contract is between you and us. No other person shall have any rights to enforce any of its terms.
20.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
20.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
A waiver of any right under these terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Any money remittance transactions carried out by us are subject to the regulations. If you require any information on the Regulations or have any questions regarding the impact of the Regulations on your rights and obligations under these terms, such questions should be addressed directly to our compliance team at firstname.lastname@example.org.
20.8 Money Laundering
To comply with the requirements of the regulations, it maybe necessary to obtain from you, and retain, evidence of your personal identity in our records. If satisfactory evidence is not provided we cannot accept your instructions. We are also obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you as far as confidentiality is concerned. If we are required under the regulations to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.
20.9 Recording of conversations and record keeping
You agree that we may record telephone conversations between you and us; and use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute.
20.11 No partnership or agency
Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.12 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the NorthernIrish or the English courts.
20.13 Which laws apply to this contract and where you may bring legal proceedings if you are a business.
If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation(including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.