THIS IS OUR CLIENT AGREEMENT UPON WHICH WE INTEND TO RELY.FOR YOUR OWN BENEFIT AND PROTECTION YOU SHOULD READ THESE TERMS CAREFULLY BEFORE SIGNING THEM. IF YOU DO NOT UNDERSTAND ANY POINT PLEASE ASK FOR FURTHER INFORMATION. Please also refer to the Company’s Privacy Statement enclosed.
Whereas the Client requests that CURRENCY MATTERS LIMITED agree to provide facilities for the Client to: Make payments for trade or other commercial activity and / or to buy and sell any associated foreign currencies.
IT IS AGREED HEREWITH:
The sections forming this Agreement consist of:
A) The Terms and Conditions
- Duration & Termination
- Client Instructions
- Financial Provision
- Liability & Indemnity
- Electronic Delivery or Communication Channels
- Anti-Money Laundering
- Payment Services Regulations
- Data Protection
- Capacity & Warranties
- Nature of AgreementGeneral
The date of this Agreement shall be the date as executed by an authorised signatory of the Company on the Client Information Form.
The Client agrees to the Terms and Conditions included in this contract.
In exchange for the Company and such other subsidiaries or affiliates of the Company as may from time to time hereafter come into existence and any successors or assignees of these companies (each known as "the Company") agreeing to accept instructions in accordance with this Agreement, given from time to time to the Company address noted above (the "office"), it is agreed as follows:
1.1 The Company agrees to provide facilities for the Client to make payments for trade or other commercial activity and / or to buy and sell any associated foreign currencies.
1.2 The Company will not accept any instruction which the Company, at its own discretion, believes to be for speculative purpose, or for any purpose other than a trade or commercial purpose.
1.3 The Company will not accept any instruction which the Company, at its own discretion, regards as not compatible with the Client risk profile.
1.4 The Company will not provide advice as to the merits or otherwise of proposed transactions and the Client shall rely upon their own judgement alone when entering into any transaction.
1.5 The Company may, however, provide general information to the Client relating to the Foreign Exchange markets.
2.1 Documents, and any other communication may be despatched from the Company by email, post or facsimile and proof of despatch will be deemed to be proof of receipt.
2.2 For foreign exchange transactions; the Company will provide to the Client a Contract Note which will specify the agreed currencies, the amounts, the delivery date, and the payment details and requirements for the Client's payment to the designated Clients’ Account of the Company.
2.3 The Contract Note will be sent either by email or facsimile and will not prejudice the rights of either party.
2.4 Any errors or omissions within the Contract Note issued by the Company must be related to the Company immediately, otherwise the Client shall be deemed to be in acceptance of such document.
DURATION AND TERMINATION
3.1 This Agreement may be terminated forthwith by either party giving written notice to the other party if:
3.1.1 The other party is in breach of any of the terms of this Agreement, and in the case of a breach capable of remedy, fails to remedy the breach within 14 days after issuance of written notice giving full details of the breach and requiring it to be remedied.
3.1.2 Either party goes into liquidation, administration or commits an act of insolvency, as defined by the Companies Act 2006 and amended as at date of this Agreement.
3.2 The right to termination of this Agreement shall be without prejudice to any remedy or other right of either party.
3.3 In the event of termination The Company maintain the right to close any outstanding contracts without prior notice to the Client.
4.1 The Company will accept instructions from any person duly authorised by the Client as detailed in Section C below, or any person as notified by the Client, and accepted by the Company.
4.1.1 Acceptance of instructions will be conditional on the appropriate due diligence requirements being met.
4.1.2 The instruction may be verbal, written, by e-mail or facsimile or an electronic transmission via the Company’s transactional platform.
4.1.3 Any instruction must be authorised by the Client or appointed representative as nominated with the Company.
4.1.4 The Company may seek to verify the authenticity of any written, by e-mail or facsimile or an electronic transmission by contacting the Client directly and, in such circumstances, will not action any instruction until satisfactory verification has been obtained.
4.2 The Company reserves the right to request written confirmation of any Client instruction.
4.3 The Company will not be obliged to accept a Client instruction and may refuse to do so at the Company’s sole discretion without liability for any resultant loss or damage suffered by any party.
4.4 Once the Company has accepted an instruction, which generally will be confirmed by a verbal acceptance, the instruction cannot be amended, withdrawn or cancelled without the written and express consent of a director of the Company.
4.5 By placing an instruction with the Company the Client agrees to pay for and take physical delivery of the agreed amount, upon the agreed date as specified in the Contract Note.
4.6 Both parties agree and consent to electronic recording by either party of telephone conversations between the parties, and the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealing between the parties.
5.1 Client funds will be held in accounts that are segregated from those containing the Company’s own funds and transactions.
5.1.1 Clients may not hold funds on deposit with the Company. All funds credited must be allocated to a definite payment at a future date and held for only a short-term period.
5.2 The Company, in the normal course of business, uses banks and may use other third-parties and correspondents to facilitate FX and payment transactions.
5.2.1 To enable transactions to be completed via counterparties (see 5.2) and ensure fund segregation and safeguarding the Company may open sub accounts in the name of the Client.
5.3 For foreign exchange transactions, the Client will pay into a bank account as specified by the Company, the amount specified by the Company to include the amount of the instruction and any other charges as detailed in the Contract Note, by the agreed settlement date, such amount to be in cleared funds.
5.4 For payment transactions, the Client will pay into a bank account as specified by the Company, the amount specified by the Company to include the amount of the instruction and any other charges as advised by the Company, such amount to be in cleared funds, before any payments will be made by the Company on any requested value date.
5.5 Any payment made to Company’s bank account by the Client shall be made in full without any deduction, set-off, counterclaim or withholding whatsoever, and such funds will be free of any charge, lien or other encumbrance, and no such charge, lien or encumbrance will be created over such funds provided, either in full or in part.
5.6 The Company will pay the amount of the instruction to the payment destination as specified by the Client on the value date, provided that cleared funds are received in accordance with the terms herein, one business day prior to value date.
5.7 The Company reserves the right to set-off against Client funds held by the Company any amounts owed to the Company by the Client in respect of any instruction whatsoever.
5.8 The Company reserves the right to deduct such sums from the Client funds as it may be required to deduct by law or in the compliance with the service of any legal instruments and including, but not limited to deduction in respect of any taxation liabilities.
5.9 The Company will not be responsible for any delay of the onward payment, when the delay is due to the late arrival of funds to the Company from the Client, or due to the late arrival of instructions for such onward payment.
5.10 In the event of a forward foreign exchange transaction, the Company will require a deposit of no less than ten (10) per cent, or other percentage as the Company may specify, to be paid in cleared funds to a bank account as specified by the Company. The deposit amount must be paid in full on the day that the forward foreign exchange transaction is accepted by the Company, with any outstanding balance to be paid in full no less than one business day prior to value date.
5.11 The Company reserves the right to make a Margin Call to re-establish the margin deposit to the original percentage level agreed if the rates change to the detriment of the outstanding transaction or further funds are requested by the currency liquidity provider.
5.11.1 If a Margin Call is made, the client shall pay the due amount as per the Margin Call within 24 hours of the first communication of the Margin Call. The client’s failure to respond sufficiently to the Margin Call will amount to a fundamental breach of the contract and shall entitle us without prejudice to terminate the contract without liability. Any costs incurred due to the termination of the contract and the subsequent closing of any position will be deducted from any deposit or held client funds. In the result that the cost is greater than the deposit held the client will also be liable for this cost.
6.1 In the event of any default of payment, or any other event of breach under this Agreement, or if it becomes unlawful for the Company to fulfil any of its obligations to the Client under this Agreement, or if instructed to do so by any regulatory authority, the Company have the right to close out any contract, or take any actions that it deems necessary, without further liability.
6.2 In the event of the closure of a position The Company will issue a Contract Note to the Client noting the details of such closure.
6.3 In the event of late payment the Company will charge interest, from the date of late payment until the receipt of cleared Client funds at a rate of Bank of England base rate plus ten per cent, per annum of the contract value. Late payment will be deemed to be a payment made to the Company following a Client instruction to buy or sell currency, which is received after two business days from agreed settlement date.
LIABILITY AND INDEMNITY
7.1The Client shall indemnify, and keep indemnified, the Company against all losses, damages and costs incurred by the Company, in the proper performance of its services, including any costs incurred by the Company in covering, reducing or eliminating its risk, or the enforcement of its rights herein contained, through any breach or non- performance of the Client in any contract or Agreement with the Company.
7.2 The Client shall pay all legal fees or costs incurred relating to the enforcement of these terms and conditions or legal fees incurred relating to any dispute or difference arising under this Agreement that is resolved in favour of the Company.
7.3 The Company shall not be liable to the Client for any liability whatsoever arising from this Agreement between the Client and the Company, in respect of loss of profits, anticipated savings or any indirect or consequential loss, even if such loss or damage results from any delay or failure of any third party, and even if such loss or damage was reasonably foreseeable.
7.4 The Company will be liable to the Client in the event of a contractual default, and such liability will be limited to the direct loss suffered relating to such contract.
7.5 The Client acknowledges that the Client shall be obliged to inform the Company, immediately, in case of any changes to its information or circumstances including, but not exclusively, changes to: name, address, bank details, nature of transactions, nature of business, ownership and business status. Failure to do so is acknowledged as a breach of this contract which will nullify any subsequent action taken by the Client against the Company and may also be grounds for closure of the Client’s account.
7.6 The Company will undertake regular reviews of the transactions on, and conduct of, the Client account. The Company reserves the right to suspend or close the Client’s account if the activity or conduct of the account falls outside of the agreed client account parameters or a revised risk profile of the Client.
ELECTRONIC DELIVERY OR COMMUNICATION CHANNELS
The Company utilises an online platform (WPS) to which clients are given access as the gateway to the Company to undertake transactions.
8.1 Risks of using computers, mobile devices and e-mail: The Client understands that computers, mobile devices and Internet e-mail are not fully secure means of communication and that the Company does not use encryption or digital signatures for incoming or outgoing e-mail except when in transit.
8.1.1 The Company recommends that clients do not use computers, mobile devices or e-mail for confidential purposes unless suitably configured and protected, nor share their Internet access with others.
8.1.2 The Company also recommends that clients use up-to-date virus checking software, passwords and appropriate security features.
8.1.3 If the Client nonetheless chooses to use electronic delivery or communication channels, the Client assumes full responsibility for the risks of doing so. These risks include the possibility that: someone could intercept, read, retransmit or alter messages; that e-mail messages could be lost, delivered late, or not received; that computer viruses could be spread by email causing damage to computers, software or data.
8.2 The Client agrees that use of any of the Company electronic delivery or communication channels will be in accordance with the following terms and conditions and that the Client’s use of any Company electronic delivery or communication channel signifies both the Client’s acknowledgement and acceptance of the terms and conditions below.
8.3 The Client authorises the Company to accept any method of instructions from the Client:
To provide account and transaction information
To transfer funds between the Client’s accounts
To transfer funds from any account in the Client’s name to any individual, firm or corporation
To issue stop payment orders relating to foreign exchange transactions
The Client understands that the Company reserves the right to first obtain verbal or written confirmation before executing any such instructions.
The primary means that shall be used to give instructions to the Company is via the Company’s WPS platform.
Use of e-mail: If the Client uses e-mail to communicate with the Company the Client authorises the
Company to reply to the Client by e-mail if the Company chooses to do so. This includes sending the Client confidential information to the Client at the Client’s request.
8.6.1 If the Client is an individual, the Company will not be required to act on instructions or communications sent by email unless they are sent from an e-mail address that the Client has designated for e-mail communications and the instructions have been appropriately verified by secondary means (e.g. telephone call).
8.6.2 If the Client is a corporation, partnership, or unincorporated association, the Company will not be required to act on any instructions or communications sent by e-mail unless they are sent from an e-mail address that the Client has designated for e-mail communications and that bears both the Client’s name (company name) as well as the name of the Client’s authorised signatory (individual name) and the instructions have been appropriately verified by secondary means (e.g. telephone call).
Acting on instructions: The Company may act on instructions and information from, or purporting to be from, the Client as if the Client had given the Company such instructions or information in writing, until the Company has received written notice to the contrary.
Confirmation of telephone, e-mail and platform (WPS) instructions: The Client acknowledges that the
Company may request that the Client provide confirmation of telephone, e-mail and Platform (WPS)instructions to the Company on the day that they are given by mailing to the Company office a written confirmation signed by the Client. The Company may, but need not, notify the Client of any discrepancy between the instructions as understood by it and the written confirmation from the Client, provided that the failure to so notify the Client shall not amount to gross negligence or wilful misconduct.
Validity of Communications: All communications that the Company accepts and acts upon will be valid and authentic. This will be the case even if, among other things, they did not come from the Client, were not properly understood by the Company (except for the Company's gross negligence or wilful misconduct) or were different from any of the Client’s previous or later communications. Communications will only be valid at the Company office at which they are received.
8.10 The Company does not have to act upon any of the Client’s Communications if it is unsure whether they are accurate or are really from the Client or if the Company does not understand them.
8.11 The Company's liability: The Company will not be responsible for any costs, damages, demands or expenses that the Client may incur due to the Company's acting, or failing to act, upon the Client’s communications (except for the Company' s gross negligence or wilful misconduct). The Company will not in any event be liable for any special, incidental, consequential or indirect damages, or for loss of profit.
Indemnity clause. The Client will indemnify and save the Company harmless from any claims, damages, demands and expenses that the Company incurs (other than due to its own gross negligence or wilful misconduct), including among other things all legal fees and expenses, arising from the Company acting, or declining to act, on any of the Client’s Communications given under this Agreement. This indemnity is in addition to any other indemnity or assurance against loss provided by the Client to the Company.
If the Client is a corporation, partnership or association, the Company may only accept the Client’s Communications when they are from, or purport to be from, the Client’s signing officer(s)