Foreign Currency Exchange Ltd
Terms and Conditions
Interpretation.
"Agreement" means any agreement between FCE and the Client incorporating the Conditions.
"Client" (interchangeable with "you" herein) means the person or persons who, as Client, duly completes, signs and returns to FCE the Trading Agreement supplied with these Conditions. If more than one person completes the Trading Agreement then each person constitutes a Client and shall be jointly and severally liable with the other Clients named on the Trading Agreement.
"Conditions" means these Terms and Conditions.
"Contract Note" means FCE's written document setting out the details of the Trade which will be sent to the Client following the Trade Confirmation.
"FCE" means Foreign Currency Exchange Limited (interchangeable with "we" or "us" herein) whose registered office is at 1 Liverpool Street, London, EC2M 7QD, United Kingdom.
"Forward Contract" means a transaction where the value date is later than two working days after the instruction.
"Margin" Means the deposit or advance payment required by FCE from the Client in advance of each Forward Contract.
"Margin Call" means a request by FCE for the Client to provide additional amounts (not exceeding the full amount of the Sale Currency) as FCE may reasonably require on account to cover adverse exchange rate movements between the date of the Contract and the Value Date.
"Nominated Account" means the bank account nominated by FCE from time to time into which the Sale Currency and / or Margin will be paid.
"Order" means the Clients oral, written or electronic instruction for FCE to perform a Trade on the client's behalf. Each Order will be subject to the Conditions.
"PTO" means the verbal or written permission to order currency given by the Client to FCE.
"Sale Currency" means the sums in a designated currency payable by the Client to FCE in respect of a Trade including, without limitation, any Margin or Margin Call.
"Service" means any foreign exchange service provided by FCE to the Client pursuant to these Conditions, and includes execution of a Trade on the Clients behalf.
"Spot Contract" means a transaction where the Value Date is two working days after the date of instruction. The currency is bought or sold for delivery immediately against receipt of cleared funds.
"Trade" or "Trades" means each transaction to purchase and deliver currency for the Client including, but not limited to, a Spot Contract and a Forward Contract.
"Trading Agreement" means the document or forms the prospective Client(s) complete to apply to FCE for it to agree to provide services to them.
"Trade Confirmation" means when FCE confirm the details of the Trade to the Client on the telephone, or electronically or in writing.
"Value Date" means the date stipulated by FCE for each Trade on which the currency transaction matures.
"Working Day" means 08.30 to 17.00 on any day when the clearing banks are open for business in England.
2. Services
2.1 FCE will provide facilities for the Client to buy and sell currency.
2.2 Once FCE have received the signed Trading Agreement, and we have verified your identity and we are reasonably satisfied as to the legitimacy of your reason for requiring the currency, you will be able to agree to a Contract to buy or sell currency, subject to our agreement. Contracts may, without limitation, include Spot Contracts and Forward Contracts. Instruction will normally be taken verbally over the telephone, although we may act in accordance with written orders by fax, post or e-mail. (Subject to clause 2.3)
2.3 Written instructions may be given by fax, post or e-mail but you agree that this will be entirely at your own risk. We shall be under no duty to challenge or make any enquiries concerning any instructions sent by fax, post or e-mail that we believe in good faith to be genuine client instructions, originating from and representing the Clients wishes.
2.4 Once you have been quoted an exchange rate that is acceptable to you and you have confirmed you wish to enter into a contract at that rate, should our dealer accept your order, a contract will exist between you and us to buy or sell the relevant currencies at the quoted exchange rate. All contracts require settlement by the client before or on the Value Date.
2.5 Once a contract has been entered into by or on behalf of the Client, orally or in writing, it cannot be altered, cancelled or rescinded, without express written consent of a FCE director. FCE reserve the right to record conversations, we may use these recordings as evidence of contracts entered into or in relation to disputes as well as for quality control and training purposes. FCE is under no obligation whatsoever to supply clients or third parties with recordings or transcripts. Any such recordings or transcripts made by FCE may be destroyed by FCE in accordance with FCE's usual practice.
2.6 FCE will endeavor but cannot guarantee to confirm your contract in writing by sending you a Contract Note, which is evidence of the contract you have entered into. The Contract Note also contains a section for you to complete onward payment instructions. You should complete and sign the Contract Note before returning it to us in order for us to process your onward payment to your designated account. Whether or not you receive the Contract Note, you are still bound by the contract. You should contact us to notify payment details if you have not received the Contract Note. FCE reserve the right to require written confirmation of any client instruction.
2.7 Once you have been quoted an exchange rate that is acceptable to you and you have confirmed you wish to enter into a Spot Contract at that rate, the Client agrees to pay into FCE's Nominated Account, in cleared funds the full amount of the Sold Currency, not later than the Value Date agreed of the particular Spot Contract.
2.8 When making an Order or entering into any contract you rely solely on your own judgment. 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. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.
2.9 We may at our absolute discretion refuse any Order without giving any reason and without liability for any loss or damage incurred by you or any other party.
2.10 FCE will not be liable to the Client for any Claim which arises as a result of currency fluctuation between the Trade Confirmation and the Value and/or delivery Date.
3. Forward Contracts and Margin Calls
3.1 ‘Forward Contracts allow the Client to buy and/or sell currency at a fixed exchange rate for delivery of the currency at a specific date in the future.
a) A Fixed Term Forward Contract guarantees an exchange rate for the delivery of the currency on specific date in the future.
b) A forward Time Option Contract allows the currency to be made available between two predetermined dates. This option allows Clients to draw down in full within the designated window period of the contract.
3.2 Once you have been quoted an exchange rate that is acceptable to you and you have confirmed you wish to enter into a Forward contract at that rate, you agree to pay into FCE's Nominated Account, within 2 working days, in cleared funds, a Margin deposit of 10% of the full amount of the Sold Currency, or such other percentage as FCE may specify and will pay any outstanding balance of the Sale Currency into the Nominated Account not later than the Value Date agreed of the particular Forward Contract.
3.3 FCE will agree to hold the Margin used as a deposit for the Forward Contract in a designated client account. The Client remains the beneficial owner of the funds until such time as we incur any costs, losses or liabilities in connection with or arising out of your contract(s). Then we will be entitled to set off that proportion of the money, held as a deposit, equal to our costs, losses, or liabilities, without notice or demand by us.
3.4 We may also offset any Margin or other monies we are holding in respect of any one of your contracts, against any costs, losses or liabilities that we incur in connection with or arising out of any other contract you have with us.
3.5 If the Client defaults on a Forward Contract or a Spot Contract, the Client shall fully indemnify FCE against any losses, costs, charges or expenses that FCE may reasonably incur in closing out or unwinding any currency contract FCE may have entered into with other persons. FCE may set off your Margin deposit against your liability to us. FCE will return to you the balance, if any, of your Margin deposit.
3.6 FCE reserve the right to make a Margin Call to re-establish the Margin to the original percentage level agreed for the particular Trade if the Margin subsequently falls below the original percentage level. FCE reserves the right to make a Margin Call in excess of the original percentage level agreed for any particular Trade.
3.7 In the Event of a Margin Call being made the Client shall pay all those monies required pursuant to the Margin Call in cleared funds into the Nominated Account within twenty four hours of FCE first communicating the Margin Call to the Client. The Client's failure to do so shall be a fundamental breach of the Conditions of the Trade in question and shall entitle FCE, without prejudice to any other remedy available, to immediately and without notice to the Client terminate the Trade without liability.
3.8 You will not be entitled to any interest on the Deposit or any other sums we hold on your behalf on any Contract.
4. Instructions
4.1 The Client may place an Order orally or in writing. Each Order will be subject to these Terms and Conditions. FCE will not be obliged to accept an Order and may refuse to do so without giving any reason. FCE cannot be held liable to a Client as a result of any loss or damages suffered by the Client or any other party as a result of FCE's acceptance or refusal to accept an Order.
4.2 In the event that a Client notifies FCE that it is authorising a person to convey their instruction to FCE, FCE may rely on the instructions of the said authorised person and implement that person's instructions as if conveyed by the Client in person. FCE will not be obliged to perform the service and may refuse to do so without giving any reason. FCE will have no liability to a Client for any resultant loss or damages suffered by the Client or any other party as a result of FCE's refusal. No agreement for the service will come into force until the Trade Confirmation. Each Trade, if accepted by FCE, will constitute a separate severable agreement.
4.3 The Client will be solely responsible for ensuring that the details it supplies to FCE to enable FCE to perform the service, including without limitation, the Client's contact details, the details of any Order or Trade and the account are true and accurate and that the Client will not withhold or omit any information that would render those details false or inaccurate. The Client agrees to notify FCE immediately they become aware of any error or change in the details they have supplied to FCE.
4.4 The Client warrants that they will, on request, supply FCE with all the
information and documentation necessary to enable FCE to comply with relevant legislation or rules pertinent to the service.
4.5 In the event of more than one individual completing the Trading Agreement for the service then FCE may accept instructions from any of the stipulated individuals, each of whom will be a Client that is jointly and severally liable to FCE pursuant to these Terms and Conditions.
4.6 The Authorised Persons named on the Trading Agreement supplied with these conditions are authorised by the Client to give instructions for the services procured from FCE on behalf of the Client.
5. Payment
5.1 In the event of a Spot Trade, the Client shall pay the Sale Currency into a Nominated Account specified by FCE on such date or dates as FCE might direct, but no later than 16.30 on the second Working Day after the relevant Order.
5.2 In the event of a Forward Trade, the Client will immediately (in the normal course of events within 2 Working Days after the Order is placed unless otherwise agreed) pay a Margin of 10 percent, or such other
percentage as we may specify at our sole discretion of the full value of the Sale Currency into a Nominated Account in cleared funds. The Client will pay any outstanding balance of the Sale Currency into the Nominated Account not later than the Value Date of the particular Forward Contract.
5.3 In the event of a Same Day Trade the Client shall pay the sale currency into a Nominated Account specified by FCE by no later than the relevant time stipulated by FCE.
5.4 All payments due from the Client to FCE pursuant to these Conditions shall be made without set-off, counterclaim or deduction whatsoever. Payment shall become due and payable on Trade Confirmation as advised by FCE and is not contingent on a Client's receipt of a Contract Note.
5.5 The Client warrants that all funds to be paid to FCE for the Client's obligations will be beneficially owned by the Client and will not be subject to any charge, lien or other encumbrance and the Client will not create any charge, lien or other encumbrance over any funds so provided.
5.6 Cash payments are not accepted by FCE and will inevitably result in increased administration in order to comply with Money Laundering Regulations and will be subject to an administration charge of £250.
5.7 For the avoidance of doubt, FCE shall not make any onward payments until funds received by FCE from the Client have cleared. The Client shall allow at least five Working Days from receipt by FCE for payments to become cleared funds.
5.8 Banks have specific cut off times for the receipt and dispatch of electronic payments. FCE accepts no responsibility for and shall have no liability in respect of any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank.
5.9 Payments made by means other than telegraphic transfer will incur delays in clearing and FCE assumes no responsibility or liability whatsoever for these clearance periods.
5.10 All purchased currency will be sent via electronic transfer to the destination account specified once FCE is in receipt of satisfactory onward payment instructions from the Client.
6. Interest
6.1 FCE shall be entitled to charge the Client interest in respect of the late payment of any sum due under these Conditions (as well after as before judgment) at the rate of 4.5 per cent per annum above the Bank of England base rate from time to time from the Value Date until the day the Client makes payment in full.
7. Disputes and Terminations
7.1 FCE may terminate all or any part of any Contract, without incurring any liability to the Client for losses that may be sustained as a result and without giving notice to the Client or receiving any instruction from it if the Client is in breach of any contract with us, including a breach of these Terms and Conditions or of the Trading Agreement, or if at any time FCE feel that the Client will be unable to fulfill its obligations under any contract or if for us to continue any contract would expose us to any liability for which we are not protected. You will be liable for any losses that we incur.
7.2. We may also terminate any contract if we are required to do so on the instruction of any law enforcement agency or regulatory body. In this case we may retain all or any of your funds if we are required to do so by law and then deal with it as ordered by a Court or other body of competent jurisdiction.
8. Warranties and Representations
The Client warrants and represents to FCE on a continuing basis that:
8.1 all information supplied by the Client to FCE is accurate in all material respects and the Client will not withhold or omit any information relevant to the Agreement;
8.2 the Client is acting as principal and not as another party's agent or
representative;
8.3 the currency that the Client wishes to sell is beneficially theirs and has not been obtained by any illegal means;
8.4 the Client has full capacity to place an Order and is not prevented by any legal disability or subject to any law or regulation that prevents the Client from lawfully entering into an Agreement;
8.5 the Client has all of the necessary consents and authority to enter into this Agreement and subsequent Orders or other transaction contemplated by this Agreement;
8.6 the Client will supply FCE with any information requested regarding financial and business affairs and / or identity;
8.7 the Client has a valid commercial or personal reason for purchasing currency, and will not enter into any contract for investment or speculative purposes and will take physical delivery of all currency bought.
9. General
9.1 These Terms and Conditions constitute the entire Agreement and understanding of FCE and the Client, and supercede all oral communications and prior writing relating to it.
9.2 All communications between FCE and the client shall occur in English.
9.3 These Conditions and any disputes arising under them shall be exclusively governed and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
9.4 FCE may amend these Conditions by notice in writing to the Client at any time and such amendment shall be binding with the agreement of the Client from the date of such notice. Any such amendment shall not be retrospective or affect any rights or obligations that may already exist in respect of any Instructions.
9.5 If at any time any provisions of these Conditions are deemed to be unenforceable or illegal, the remaining provisions and the remainder of the provision in question will continue in full force and effect.
9.6 The Client may not assign or otherwise transfer the benefit of any Agreement without the express written consent of FCE.
9.7 The Client agrees that FCE may record telephone conversations between the Client and FCE, and use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute.
10. Compliance with Anti-Money Laundering and Exchange Control Regulations
10.1 You undertake that you will observe all Anti-Money Laundering and Exchange Control laws and regulations in relation to the service and will take all reasonable steps to assist FCE to do likewise. In particular, you warrant that the information provided on your Trading Agreement is accurate and that the transfer of your funds will not constitute a breach of any Anti-Money Laundering and Exchange Control laws and regulations.
10.2 Ocassionally legal or regulatory authorities require additional information either in respect of individuals and organizations or particular transactions. The Client agrees to supply all such information which any legal or regulatory authority may require either from the Client or from FCE.
103. FCE reserve the right to confirm the personal details supplied by the Client(s) by checking against a number of sources, including but not limited to, the electoral roll, or Companies House if applicable.
11. Data Protection
11.1 The Client authorises FCE to collect, use, store or otherwise process personal information for the purposes of performing the service, assessing the risk of performing the service (including carrying out of identity and credit searches). FCE may also use this information for promotional purposes unless you advise us in writing that you do not wish to receive any information in relation to other products and services.