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Terms & Conditions

The parties to this agreement are: Currencies Direct Limited ('CD') of 51 Moorgate, London EC2R 6BH (registered in England and Wales with company registration number 03041197) and the client named in the account opening form attached to these terms and conditions (the 'Client') (the 'Account Opening Form').

1. INTRODUCTION

From 1 November 2009 CD is regulated by the Financial Services Authority ('FSA') as a payment institution under the registration number 504360.
CD provides facilities for the purchase or sale of currencies for both commercial and personal purposes. CD's contracts with Clients are for settlement or delivery. That means, at maturity the Client must (except where the currency is to be delivered as cash) take delivery of funds to a bank account. CD provides its services to clients for the fulfilment of international payments and/or hedging of assets. CD discourages using a foreign currency for speculative purposes and CD's staff do not provide advisory services.
The Client wishes to enter into a contract or contracts for the purchase, sale and delivery of currency with CD and the Client agrees with CD that all transactions shall be carried out on the terms and conditions (the 'Terms') set out below. The Client confirms that :
1. it has or will have a commercial need for the currency which is the subject of each transaction and no transaction will be for the purpose of speculation or investment; and
2. it is acting on its own account and not on behalf of any other person.
Please note that foreign currency exchange rates are subject to fluctuations outside the control of CD. Historical performance is no indicator for future performance.
These Terms shall come into force as soon as the Client signs the Account Opening Form and shall continue until terminated in accordance with their terms
It is important that the Client reads and understands these Terms, which will apply to all dealings between the Client and CD. If there are any terms that the Client does not understand or does not wish to agree to, it should discuss it with CD before signing the Account Opening Form. The Client should only sign the Account Opening Form if it agrees to be bound by these Terms.

2. CD'S SERVICES

The services that CD provides comprise two separate elements:
1. the foreign currency exchange described in Clause 2.2 ('Foreign Exchange'); and
2. the payment service described in Clause 2.3 ('Payment Service').
Clauses 3 to 9 (inclusive) shall apply only to Foreign Exchange and Clauses 10 to 14 (inclusive) shall apply only to Payment Services.
CD will, when it decides to do so, enter into individual contracts for the sale, purchase and delivery of currency ('FX Contracts') with the Client. FX Contracts may, without limitation, include:
1. spot contracts under which currency is bought and sold for delivery immediately against receipt of payment;
2. forward contracts under which currency is bought and sold for delivery at a fixed future time;
3. time options under which currency is bought and sold for delivery at a time subsequently instructed by the Client within an agreed period or, failing such instructions, at the end of the agreed period; and
4. limit orders under which currency is bought and sold for delivery if and when an agreed exchange rate is available.
Following the execution of a Foreign Exchange transaction and subject to these Terms, CD shall transfer the converted currency in accordance with an instruction by the Customer requesting the onward transfer of the converted currency to the Customer or a third party (the 'Payee') (such instruction being a 'Payment Instruction' and the onward transfer being an 'Onward Payment').
CD will always contract as principal with the Client and deal with the Client on an execution only basis.
CD will not provide advice to the Client upon the merits of a proposed Foreign Exchange transaction or Payment Service or provide taxation or other advice to the Client (although it may provide information to the Client from time to time). In entering a FX Contract and/or issuing a Payment Instruction the Client must not treat any information or comments by CD as advice and must rely only on its own judgement (or the judgement of any third party adviser).
The Client must take physical delivery of and pay for the currency in question on the date specified in the Contract Note (as defined in Clause 3.2) (the 'Maturity Date'), and, if advance or instalment payments are called for by CD in the Contract Note or under Clause 4.1, the Client must make such payments at such time or times as CD may require to fulfil the FX Contract.
CD does not accept payments in cash from any Client.

TERMS APPLYING TO FOREIGN EXCHANGE SERVICES

3. INITIATING A FOREIGN EXCHANGE

The Client may give CD oral or written instructions relating to a transaction for the purchase or sale of currency (the 'FX Order'). The Client may issue written instructions to CD authorising any other named person (an 'Authorised Person') to give FX Orders on its behalf. CD is entitled to act upon instructions which are or appear to be from the Client or any Authorised Person.
Following receipt of a FX Order, CD shall, if it is willing to accept the FX Order, agree orally with the Client the terms on which it is willing to enter into a FX Contract and shall subsequently fax, transmit electronically or (where the Client has not advised CD of its fax or email details) posted to the Client a contract note which will confirm the details of the FX Order (the 'Contract Note'). That Contract Note shall include details of CD's charges in relation to the FX Contract, the exchange rate applying, CD's charges in relation to the Payment Service and, in the case of any FX Contract which is not a spot contract, such instalments as CD may specify in its absolute discretion.
The Client accepts that:
1. prior to undertaking a Foreign Exchange transaction, CD will deduct those costs and charges which CD is entitled to make pursuant to these Terms; and
2. the Client is solely responsible for ensuring that, following the deductions referred to in Clause 3.3(a) and the application of the exchange rate agreed in the Contract Note, the amount of any Onward Payment will be sufficient to fulfil any obligations that Client has to the relevant Payee.
Within ten minutes (or such longer period as CD may allow, for example, where the Contract Note is posted to the Client) of transmission of the Contract Note, the Client should check, complete, sign and return the Contract Note to CD by such means as may be agreed by CD and the Client or, in the absence of such agreement, either as a PDF attached to the email address set out in Clause 19.1(b) or, where applicable in accordance with Clause 22. Whether or not the Client does this, the FX Contract will be binding (and CD's and the Client's rights under these Terms shall apply with full effect).
Once CD has transmitted a Contract Note confirming a FX Order in writing, the Client may only amend or cancel the Contract Note if CD expressly agrees (and any such amendment or cancellation shall be on the conditions specified by CD) or otherwise in accordance with the provisions of Clause 3.8.
CD may at its absolute discretion refuse any FX Order or instructions given by the Client without giving any reason or being liable for any loss the Client suffers as a result of such refusal.
CD may (but shall not be obliged to) require further confirmation or information from the Client or Authorised Person of any FX Order or instruction if:
1. CD considers that such confirmation or information is desirable or that a FX Order or instruction is ambiguous; or
2. the instruction is to close the Client's account or to remit the Client's funds to a third party.
The Client does not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any FX Contract, however it may terminate a FX Contract entered into under these Terms prior to the Maturity Date of such FX Contract by giving written notice to CD by fax or email SUBJECT TO the following conditions:
1. each party will remain liable to perform accrued but unperformed obligations which have fallen due before termination, but all other rights will cease upon such termination;
2. the Client will be liable for all of the costs, expenses and losses (and interest at the rate referred to in Clause 15 on any such sums) that CD may incur (including any action it may take to cover or reduce its exposure) as a result of CD entering into such FX Contract with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements which are referable to such FX Contract). Any excess amount held by CD in respect of FX Contract shall be returned to the Client after deducting all other sums due to CD.

4. OPERATION OF THE TRANSACTION ACCOUNT

The Client shall pay by electronic transmission (or by such other means as agreed with CD in any particular case) in cleared funds into a bank account nominated by CD (the 'Transaction Account') the full amount stated in the Contract Note and, in the case of any FX Contract which is not a spot contract, such further instalments thereof as CD may subsequently notify the Client from time to time. Failure by the Client to pay the full amount specified in the Contract Note and all such further instalments shall relieve CD of any obligation to make any corresponding payment it may be required to make under the relevant FX Contract.
This Clause 4.2 shall apply to the Transaction Account:
1. Where the Transaction Account is held in a UK bank, CD shall hold and operate the account as a segregated client account. This means CD shall hold the money in this account for its clients for the purposes set out in Clauses 4.2(b) and 4.2(c) and shall only make payments out of the Transaction Account or apply sums held in it in accordance with the Client's instructions, or as otherwise specified in Clauses 4.2(b) and 4.2(c).
2. The purposes for which money paid into the Transaction Account by or on behalf of the Client is held and may be applied, withdrawn or transferred are:
  1. settlement of transactions between CD and the Client;
  2. payment of other sums due and payable to CD by the Client under these Terms or under any FX Contract including without limitation advance or instalment payments, transfer charges and interest;
  3. making an Onward Payment; and
  4. withdrawal or retention of interest by CD in accordance with Clause 15.2.
3. The Transaction Account is one in which money received from all CD's clients is pooled and applied for all of CD's clients and into which CD may also temporarily pay sums owned by it. It is not an individually segregated account of the Client. Accordingly, monies which have not been paid into the Transaction Account by or on behalf of the Client may be held, applied, moved, withdrawn or transferred for purposes other than those set out in Clause 4.2(b)
The Client must make sure cleared funds are received in the Transaction Account on or before the Maturity Date for the full amount required pursuant to Clause 4.1.
CD may, but shall not be required to, make any payment under any FX Contract without first having received confirmation satisfactory to it that cleared funds for all sums due and payable by the Client to CD have in fact been received.
CD may deduct from the Transaction Account any amount the Client owes to CD including any fees, costs, taxation liabilities, or charges incurred by CD in relation to such Client, however they arise.

5. FOREIGN EXCHANGE CHARGES

CD's charges in relation to Foreign Exchange services will be as set out in the Contract Note. The Client understands that because CD deals as principal the exchange rate it offers the Client will not be the same as the rate CD obtains itself.

6. ADDITIONAL CONDITIONS FOR FORWARD FX CONTRACTS

The Client will be required to notify CD not less than 2 days before the Maturity Date of any forward FX Contract or any draw down with the details of the beneficiary, the payment means and delivery instructions.
Subject to any facility, CD will require an agreed security payment from the Client for each order for a forward FX Contract and CD will be entitled to request from the Client additional security payments in amounts notified by CD to the Client in the event of exchange rate fluctuations at any time prior to the Maturity Date.
With CD's agreement the Client may draw down against a forward FX Contract at any time up until its Maturity Date.
CD may agree with the Client at any time prior to the Maturity Date to roll forward all or part of a forward FX Contract until a later date upon agreement as to the terms and amounts payable by the Client to CD.

7. FOREIGN CURRENCY CHEQUE OR DRAFT PURCHASE

CD may agree in writing to purchase and exchange into Sterling, or another currency, non-Sterling cheques and drafts which the Client has received in the name of the Client and this Clause 7 applies to all such purchases and exchanges.
The Client must forward a request for each foreign currency cheque or draft purchase together with the relevant cheques and / or drafts to CD.
All cheques and drafts presented to CD by the Client will be examined by CD for validity and any item deemed invalid will be returned to the Client as soon as reasonably practicable at the Client's risk.
All cheques and drafts must be endorsed by the Client â€œpayable to Currencies Direct Limitedâ€ and be signed by the Client or an Authorised Person.
CD agrees to pay the Client in Sterling or other agreed currency the value of the cheques and drafts in accordance with CD's value dating policy and charges notified to the Client by CD from time to time.
Any item returned to CD as not able to be negotiated or cleared following presentation by CD will be returned to the Client, at which time the Client agrees to immediately reimburse CD any monies paid to the Client together with any charges imposed by the returning institution.
Any item lost, stolen, or destroyed in transit during the clearing process will be reported to the Client within 24 hours of advice being received by CD. CD will supply the Client with a letter confirming that CD have not received value for the item from any bank involved in the clearing and/or paying of the item.

8. DEFAULT, CLOSE OUT & REFUSAL TO PERFORM FX CONTRACTS

CD may refuse to perform or may close out all or any part of any FX 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 instructions from it, upon or at any time after the happening of any of the following events:
1. the Client fails to make any payment when due under these Terms or any FX Contract;
2. the Client:
  1. suspends payment of its debts,
  2. makes or takes steps with a view to making any moratorium, assignment, composition or similar arrangement with its creditors,
  3. has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed in respect of some or all of its assets,
  4. is the subject of a winding up, administration or dissolution,
  5. or any person takes any steps, or the Client allows any steps to be taken, for its winding up, administration or dissolution (except for a solvent amalgamation or reconstruction approved in advance in writing by CD) or gives notice to CD of an intention to appoint an administrator,
  6. is the subject of a meeting of its shareholders, directors or other officers, which meeting was convened for the purpose of considering any resolution for, to petition for or to make application to or to file documents with a court or any registrar for, its winding up, administration or dissolution or any such resolution is passed,
  7. is subject to a request from its shareholders, directors or other officers for the appointment of, or giving notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer, or
  8. suffers anything similar to any of these events anywhere in the world;
3. the Client fails in any respect fully and promptly to comply with any obligations to CD under these Terms or otherwise or if any of the representations of or information supplied by the Client are or become materially inaccurate;
4. it becomes or may become unlawful for CD to maintain or give effect to all or any of the obligations under these Terms or otherwise to carry on its business or if CD or the Client is requested not to perform or to close out a FX Contract (or any part thereof) by any governmental or regulatory authority whether or not that request is legally binding; or
5. CD considers it necessary to do so for its own protection including (without limitation) in the following circumstances: (i) protection from fraud; (ii) protection from Client default; (iii) protection from market failure; (iv) protection from adverse or volatile market conditions; and (v) protection from loss by CD.
If the Client becomes aware of the occurrence of any event referred to in Clauses 8.1(a), 8.1(b), 8.1(c) and 8.1(d), it shall notify CD immediately.
If any event referred to in Clauses 8.1(a) to 8.1(e) takes place CD shall at its discretion be entitled to cancel any FX Contract then outstanding and charge the Client with all of the costs, expenses and losses (and interest at the rate referred to in Clause 15 on any such sums) that CD may incur (including any action it may take to cover or reduce its exposure) as a result of CD entering into FX Contracts with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements which are referable to the FX Contracts). Any excess amount held by CD in respect of FX Contracts shall be returned to the Client after deducting all other sums due to CD.
If for any reason a FX Contract is closed out or does not proceed to completion, CD will send to the Client any sum due to the Client or a notice setting out the sum due from the Client. The Client shall bear all the losses/expenses of CD whatsoever that may arise on account of such close out or cancellation, and CD shall have the right to use any monies of the Client held by it to offset such amounts as are owed by the Client to CD. For such purpose, CD shall be entitled to convert any currency held by it and such conversion shall be at the rate of exchange available to it. Any fee or charge which CD incurs as a result of such conversion shall be paid for by the Client.
If the Client's cheque, or any other method of payment, is dishonoured, returned, not met on first presentation or stopped for whatever reason, CD shall levy an administrative charge of Â£25.00 in respect of each such payment. This administrative charge will become payable by the Client in addition to any other sums due under these Terms.
CD shall not be responsible in any way for any delay in payment by it under these Terms relating to Foreign Exchange services which is caused by the Client or any other third party, including but not limited to bank delay, postal delay, failure or delay of any fax or electronic transmission or delay caused by accident, emergency or act of god. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that all payments which the Client is required to make under any Foreign Exchange transaction are made promptly and within the time limits specified by the particular FX Contract and these Terms.

9. LIMITATION OF LIABILITY AND INDEMNITY FOR FOREIGN EXCHANGE

CD shall not be liable to the Client:
1. for any delay or failure to perform its obligations under these Terms relating to Foreign Exchange or any FX Contract by reason of any cause beyond the reasonable control of CD, but CD shall try to perform those obligations as soon as it reasonably can in any event;
2. for any consequential or indirect loss (such as loss of profits or opportunity) the Client may incur as a result of CD failing to perform its duties under a FX Contract; or
3. for an amount greater than the maxima stated in Clauses 9.2 and 9.3.
The maximum liability of CD under a particular FX Contract, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the currency sold by CD under that FX Contract.
The maximum aggregate liability of CD in respect of Foreign Exchange services provided under these Terms, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the aggregate value of currency sold by CD under FX Contracts issued in accordance with these Terms.
The Client shall, on demand by CD, compensate CD from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by CD in the proper performance of Foreign Exchange services or the enforcement of its rights under these Terms relating to Foreign Exchange and, in particular, but without limitation, against all amounts which CD may certify to be necessary to compensate it for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by CD (including loss of profit and losses and expenses from any action CD takes to seek to cover or reduce its exposure under any FX Contracts) as a result of:
1. the Client breaching any terms of these Terms relating to Foreign Exchange or any FX Contract;
2. CD acting on a written, oral, telephone, fax or electronic FX Order which reasonably appeared to CD to be from the Client or an Authorised Person; or
3. CD or the Client exercising its rights under these Terms to close out all or any part of any FX Contract before its applicable Maturity Date.
The provisions in this Clause 9 shall survive termination of any FX Contract or other agreement under these Terms relating to Foreign Exchange and CD's certificate under Clause 9.4 shall, unless it is manifestly inaccurate, be conclusive.

TERMS APPLYING TO PAYMENT SERVICES

10. PAYMENT INSTRUCTIONS

The Client or its Authorised Person may from time to time orally or in writing issue a Payment Instruction to CD. Such Payment Instruction shall be given in accordance with Clause 19.1(b) or, where applicable, Clause 22 and must confirm details of the proposed Payee including its full name, account details for payment and any unique identifier confirmed to the Client by the Payee.
The Payment Instruction shall be deemed to be received at the time at which it is received except that:
1. where the Payment Instruction would otherwise be deemed to be received on a day which is not a 'Business Day' (being a day, other than a Saturday or Sunday, on which banks are open for business in London and any other geographic locations required to complete the transaction) or is received after 2.30 pm, London time (the â€œCut-Off Timeâ€) on a Business Day, CD has the right to treat the Client's Payment Instruction as having been received on the next Business Day; and
2. if the Onward Payment is to be made on a specified day or on the last day of a specified period (and such specified day or last day of a specified period shall be on or after whichever is the later in time of the Maturity Date, the Business Day on which cleared funds are received in the Transaction Account from the Client for the full amount required pursuant to Clause 4.1, and the Business Day on which the converted currency from the executed Foreign Exchange is received as cleared funds in the Transaction Account), the Client's Payment Instruction shall be deemed to be received on the day stated for the making of that Onward Payment or, if that is not a Business Day, on the Business Day immediately following that date.
Following receipt of a Payment Instruction, CD may:
1. refuse that Payment Instruction and if it does so, CD shall (unless it would be unlawful for CD to do so) notify the Client of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notification shall be given to the Client as soon as practicable following the refusal and CD may charge the Client for such notification where the refusal is reasonably justified. A Payment Instruction which is refused by CD shall be deemed not to have been received for the purposes of Clause 10.2; and/or
2. request further confirmation or information from the Client or Authorised Person of any Payment Instruction, including if CD considers that such confirmation or information is desirable or that a Payment Instruction is ambiguous; and/or
3. stop the use of any foreign currency or Sterling bank draft ('Draft'), personal security features and information or other payment procedure or instrument in accordance with Clause 11.2.
The Client does not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any Payment Instruction once given.
The Client may not revoke a Payment Instruction after it has been received by CD except:
1. if Clause 11.3 applies and the Transaction Account has not been debited before the Client notifies CD; or
2. if the Client has agreed with CD that the Onward Payment is to be made on a specific day or on the last day of a certain period and the revocation is received by CD prior to the Cut-Off Time on the Business Day preceding the specified day for the making of the Onward Payment; or
3. if agreed with CD and, in the case of any payment transaction which has been initiated by the Payee, the relevant Payee.
Any revocation of a Payment Instruction in accordance with this Clause 10.5 must be given in writing to CD by email (including email attaching a PDF).
CD may charge the Client for any revocation by the Client of a Payment Instruction. In particular, but not by way of limitation:
1. the Client shall bear all costs, expenses and losses of CD whatsoever that may arise on account of the revocation; and
2. CD may charge interest at the rate referred to in Clause 15.1 on any sums due to CD pursuant to this Clause 10.6.
Following a Foreign Exchange transaction, CD shall:
1. if the Client requests, make available to the Client prior to making the Onward Payment details of the maximum execution time for that Onward Payment and details of any charges payable by the Client (including a breakdown of those charges where applicable); and
2. as soon as reasonably practicable after the amount of the Onward Payment is debited from the Transaction Account, make available to the Client:
  1. a reference enabling the Client to identify the Onward Payment made;
  2. information on the Payee;
  3. the amount of the payment, shown in the currency of the Onward Payment;
  4. a breakdown of charges and/or interest payable by the Client; and
  5. the date on which the Payment Instruction was deemed to be received by CD.
Where the Onward Payment is denominated in:
1. Euro or Sterling, CD shall ensure that the amount of the Onward Payment is credited to the Payee's payment service provider's account by the end of the Business Day following that on which the Client's Payment Instruction was deemed to be received;
2. a currency other than Euro or Sterling but the account of the Payee's payment service provider is located within the European Economic Area ('EEA'), CD shall ensure that the amount of the Onward Payment is credited to that account by the end of the fourth Business Day following that on which the Client's Payment Instruction was deemed to be received; and
3. a currency other than Euro or Sterling and the account of the Payee's payment service provider is located outside the EEA, CD shall endeavour to ensure that it actions the Onward Payment as soon as is reasonably practicable.

11. SAFEGUARDS AND SECURITY

The Client must take all reasonable precautions to prevent fraudulent use of Payment Services. In particular, it is essential that the Client, among other security measures:
1. takes all reasonable steps to keep safe its personalised security features (including all passwords and PINs required to access the Payment Services) and any currency, Drafts and other documentary payment methods it receives;
2. uses the Payment Services provided by CD in accordance with the terms and conditions for their use; and
3. notifies CD by the means listed in Clause 19.1(b) without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of any Onward Payment or unauthorised use of the Payment Service.
CD may stop or suspend any Onward Payment (in whole or in part) and/ or the Client's use of the Payment Service if it has reasonable grounds for doing so relating to:
1. the security of the Payment Service or an Onward Payment;
2. the suspected unauthorised or fraudulent use of the Payment Service or an Onward Payment; and/or
3. where the Onward Payment is being made in connection with a credit line, if CD believes that there is a significantly increased risk that the Client may be unable to fulfil its liability to pay.
Unless doing so would compromise reasonable security measures or be unlawful, before stopping or suspending any Onward Payment (in whole or in part) or the Client's use of the Payment Service (as appropriate) or immediately after doing so, CD must inform the Client and give its reasons for doing so. As soon as practicable after the reason for stopping or suspending any Onward Payment (in whole or in part) or the Client's use of the Payment Service (as appropriate) has ceased to exist, CD must allow the outstanding element of the Onward Payment or the resumption of the Client's use of the Payment Service (as appropriate).
If the Client believes that a Payment Instruction has been given, or an Onward Payment made, in error and/or was unauthorised by it, the Client must notify CD as soon as possible via the helpline or e-mail address listed in Clause 19.1(b). Failure to notify CD within 13 months of the date of monies being debited from the Transaction Account could result in the Client losing its entitlement to have the matter corrected.

12. LIABILITY AND INDEMNITY FOR PAYMENT SERVICES

Where it is established that a Payment Instruction has been given, or an Onward Payment made, in error and/or was unauthorised by the Client and that Client has notified CD within 13 months of the monies being debited from the Transaction Account, unless Clause 12.2 applies, CD shall refund to the Client the full amount debited erroneously or without authorisation.
The Client will be liable for:
1. all payments debited from the Transaction Account pursuant to a particular Payment Instruction and/or Onward Payment if the Client has acted fraudulently, or has intentionally or with gross negligence not complied with its obligations under Clause 11.1(a) ; and
2. where 12.2(a) does not apply, up to Â£50 of any monies debited to the Transaction Account pursuant to a particular Payment Instruction and/or Onward Payment before it told CD that an Onward Payment had been lost, stolen, or misappropriated or the Client's security regarding the Payment Service had been breached. After the Client has notified CD, the Client will not have any further liability to CD for any subsequent unauthorised payments out of the Transaction Account unless the Client has acted fraudulently.
CD shall not be liable for non-execution or defective execution in relation to an Onward Payment which it has made in accordance with a unique identifier given to it by the Client which proves to be incorrect. However, CD shall make reasonable efforts to recover funds involved in that transaction and may charge the Client for doing so, including passing on to the Client charges made by intermediary banks and/or the payee's bank for their assistance in the tracing process.
CD is liable to the Client for the correct execution of a Payment Instruction unless:
1. Clause 12.3 applies; or
2. CD can prove to the Client (and where relevant, to the Payee's payment services provider) that the Payee's payment services provider received the Onward Payment within the appropriate time period described in Clause 10.8.
  CD shall, on request, make immediate efforts to trace the payment and notify the Client of the outcome. Where CD is liable to the Client under this Clause 12.4 it must without undue delay refund to the Client the amount of:
  1. the non-executed or defective payment and, where applicable, restore the Transaction Account to the state in which it would have been in had the defective payment not taken place; and
  2. any charges and interest which the Client has paid as a consequence of the non-execution or defective execution of that Onward Payment.
CD shall not be liable to the Client for any:
1. delay or failure to perform its obligations under these Terms or any Contract (including any delay in payment) by reason of any cause beyond the reasonable control of CD including but not limited to any action or inaction of the Client or any third party, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or
2. consequential or indirect loss (such as loss of profits or opportunity) the Client may incur as a result of CD failing to perform its duties under a Contract; or
3. contravention of a requirement imposed on CD by the Payment Services Regulations 2009 (the 'PS Regulations') where that contravention is due to CD complying with its obligations under any provision of Community or national law.
Under Regulation 63 of the PS Regulations, the Client may be entitled to a refund in certain circumstances where an Onward Payment is initiated by the Payee. It is not anticipated that any Onward Payment will be initiated by a Payee under any Payment Services provided by CD and the Client represents and undertakes to that effect in Clause 18.1(f). However, details of the circumstances in which a refund may apply are available on CD's website.
The provisions in this Clause 12 shall survive termination of these Terms or any agreement under these Terms.

13. LOST DRAFTS

The provisions of this Clause 13 shall supplement the provisions of Clauses 11 and 12 as regards lost Drafts.
CD shall be under no obligation to issue a replacement Draft or a refund where it is established by CD that the original Draft has been encashed.
CD agrees to issue the Client with a replacement Draft or issue a refund at an appropriate rate where the Client has placed a stop on the original Draft provided that in the event that the original Draft comes into possession of either the Client or the payee, the Client undertakes to take all reasonable steps to ensure that no attempt is made to encash the original Draft and that it is returned to CD at the earliest opportunity and, pending its receipt by CD, is held in trust for CD.
Where a replacement Draft or refund is issued and the original Draft is subsequently encashed by the beneficiary of the Draft and CD are unable to obtain reimbursement from the paying bank CD shall be entitled to stop any replacement issued or seek immediate reimbursement from the Client.

14. OTHER TERMS RELATING TO PAYMENT SERVICES

CD's charges in relation to Payment Services are available on its website. CD shall deduct such charges from sums paid into the Transaction Account by the Client prior to undertaking a Foreign Exchange.
The Client may terminate these Terms in relation to Payment Services only at any time by giving notice to CD in accordance with Clause 19.1(b) or, where applicable, Clause 22. Any such termination shall be subject to Clause 16.4.

TERMS APPLYING GENERALLY

15. INTEREST

If the Client fails to make any payment required under these Terms (including under any FX Contract or Payment Instruction) when it falls due, interest will be charged on the outstanding sum at a rate of three per cent per annum over the base rate of the Bank of England (or of such monetary authority as may replace it). Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.
CD may receive and retain or apply for its own benefit any interest which arises in respect of any sum paid into the Transaction Account.

16. CHANGES TO THESE TERMS

CD may amend these Terms insofar as they relate to Foreign Exchange by notice in writing to the Client at any time and such amendments shall take effect from the date specified by CD but may not affect any rights or obligations that have already arisen and will not be retrospective.
Subject to Clause 16.3 , CD may amend these Terms insofar as they relate to Payment Services by giving at least 2 months' notice in writing to the Client. If the Client objects to the proposed amendments, it has the right, subject to Clause 16.4, to terminate these Terms as regards Payment Services without charge before the date proposed by CD for the entry into force of the changes. The Client will be deemed to accept the proposed amendments unless it notifies CD and terminates these Terms insofar as they relate to Payment Services before the date proposed by CD for the entry into force of the changes. If no objection is received from the Client, such amendments shall take effect from the date specified by CD but may not affect any rights or obligations that have already arisen and will not be retrospective.
CD does not need to provide any notice to the Client of:
1. any change to these Terms insofar as they relate to Payment Services which is more favourable to the Client; or
2. a change to the standard interest rate applying pursuant to Clause 15.1,
which in each case may be applied immediately.
For the avoidance of doubt, the termination of these Terms by the Client pursuant to Clause 14.2 or Clause 16.2 shall not affect any FX Contract nor any rights or obligations that have already arisen at the date of the termination. Following any such termination, any onward transfer of converted currency to a Payee shall be subject to such terms as CD and the Client shall agree.

17. DISPUTES AND COMPLAINTS

Any complaint regarding these Terms or any FX Contract or any Payment Instruction should in the first place be directed to CD's helpline or email address.
If CD is not able to resolve any complaint relating to Payment Services, the Client may be entitled to refer it to the Financial Ombudsman Service ('FOS '). The FOS provides an out-of-court redress mechanism. Please see their website (www.financial-ombudsman.org.uk/consumer/complaints.htm) for information about how to contact the FOS and how to bring a complaint.
If a dispute arises between CD and the Client relating to the existence or terms of any FX Contract (a 'Disputed FX Contract'), CD may close out or take any other action it reasonably considers appropriate in relation to the Disputed FX Contract (which may include suspension of performance of the Disputed FX Contract) pending settlement of the dispute without previously notifying and/or without having received instruction from the Client. CD will try to notify the Client (orally or in writing) what action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.

18. CLIENT'S REPRESENTATIONS AND UNDERTAKINGS

The Client represents to CD that, at the date of acceptance by the Client of these Terms, at the time each FX Order and each Payment Instruction is made, at the time each FX Contract is entered into and carried out and at the time each Onward Payment is made:
1. the Client is acting as principal for its own account and has full power and authority and has taken all necessary steps to enable it lawfully to enter into and perform these Terms and every FX Contract and Payment Instruction under these Terms;
2. all sums paid to CD by the Client under these Terms belong to the Client and are not subject to any charge or other rights of third parties;
3. all information supplied to CD by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client has not omitted or withheld any information which would make such information inaccurate in any material respect;
4. the Client has a valid commercial reason for requiring the currency it buys under each FX Contract and has not entered into any FX Contract for investment or speculative purposes;
5. the Client will take physical delivery of the currency bought; and
6. no Onward Payment has been or will be initiated by the Payee (save where the Client is the Payee).
The Client will promptly provide to CD:
1. on request such information regarding its financial and business affairs and/or identity, as CD may reasonably require (including without limitation any information required for CD to be able to comply with its anti-money laundering obligations).; and
2. written confirmation of any changes to the Client's telephone and facsimile number(s) and email and postal address(es).
The Client will notify CD immediately if it becomes aware of the occurrence, or likely occurrence, of any of the following events:
1. the Client failing or being unable to make any payment when due under these Terms or any FX Order;
2. the Client:
  1. suspending payment of its debts,
  2. making or taking steps with a view to making any moratorium, assignment, composition or similar arrangement with its creditors,
  3. having a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed in respect of some or all of its assets,
  4. being the subject of a winding up, administration or dissolution,
  5. or any person taking any steps, or the Client allowing any steps to be taken, for its winding up, administration or dissolution (except for a solvent amalgamation or reconstruction approved in advance in writing by CD) or giving notice to CD of an intention to appoint and administrator,
  6. being the subject of a meeting of its shareholders, directors or other officers, which meeting was convened for the purpose of considering any resolution for, to petition for or to make application to or to file documents with a court or any registrar for, its winding up, administration or dissolution or any such resolution is passed,
  7. being subject to a request from its shareholders, directors or other officers for the appointment of, or giving notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer, or
  8. suffering anything similar to any of these events anywhere in the world;
3. the Client failing in any respect fully and promptly to comply with any obligations to CD under these Terms or otherwise;
4. any of the representations of or information supplied by the Client becoming materially inaccurate;
5. it becoming unlawful for CD to maintain or give effect to all or any of the obligations under these Terms or otherwise to carry on its business;
6. CD or the Client being requested not to perform or to close out a FX Contract (or any part thereof) or make an Onward Payment (or any part thereof) by any governmental or regulatory authority whether or not that request is legally binding.
The Client undertakes to CD that it shall promptly perform in timely fashion its obligations under these Terms, each FX Contract and each Payment Instruction.

19. COMMUNICATIONS

All communications between CD and the Client (including information and notifications that CD is required to provide to the Client in accordance with the PS Regulations) shall be in English and:
1. CD may contact the Client via the telephone, or facsimile number(s) or the email or postal address(es) advised by the Client in the Account Opening Form or, where applicable, via CD's online system. It shall be the Client's responsibility to inform CD of any changes to the Client's contact details; and
2. the Client can contact CD via the helpline at 0845 389 3000 or +44 (0)20 7847 9400 or at the email address of london@currenciesdirect.com.
CD shall make available to the Client the information which the Client is entitled to receive under the PS Regulations. That information shall be provided to the Client by email or made available via CD's website or (where applicable) via CD's online system. In addition, the Client may at any time request from CD a copy of:
1. the then-current Terms applying between the Client and CD in relation to Payment Services; and/or
2. any information to which the Client is entitled under the PS Regulations.

20. GENERAL

These Terms, the Account Opening and the Online User Guide (defined in Clause 22) set out the entire agreement and understanding of the parties on their subject matter and supersede all previous oral and written communications on the same subject matter. In the event of any inconsistency, discrepancy or ambiguity between these Terms, the Account Opening Form and the Online User Guide, the provisions of these Terms (subject to Clause 22), then the Online User Guide shall prevail.
If at any time any provision of these Terms or any Contract is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction nor the legality validity or enforceability of any other provision of these Terms or any Contract shall in any way be affected as a result.
The Client must make all payments under these Terms in full without any deduction, set-off, counterclaim or withholding of any kind.
If a party fails to exercise or delays in exercising any right under these Terms, by doing so it does not waive such right. The rights provided in these Terms do not exclude other rights provided by law.
The parties agree to:
1. the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
2. the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.
If CD makes any recordings or transcripts it may also destroy them in accordance with its normal procedures.
The Client acknowledges and agrees that CD is permitted to carry out an electronic database search and search credit reference agencies in order to verify the Client's, or any shareholder of the Client's, identity and credit standing. If such searches are carried out, CD may keep records of the contents and results of such searches in accordance with all current and applicable laws.
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms or to any Contract.

21. DATA PROTECTION

The Client authorises CD to collect, use, store or otherwise process any personal information provided by the Client or from the searches referred to at Clause 20.7 above. ('Personal Information') to enable CD and/or members of its group and/or the organisation which introduced or referred the Client to CD to provide and/or improve its services. This may mean passing Personal Information to individuals or organisations which may be located in countries outside the EEA. Where the Client's Personal Information is transferred outside the EEA, CD will take steps to ensure that it is appropriately protected.
CD may also use the Personal Information to provide the Client with news and other information on CD's services and activities which may be useful to the Client, subject to the Client's consent. If the Client would prefer its Personal Information not to be used for such purposes, it should contact CD at the above address. The Client has indicated below where it consents to receiving information on such services and activities.
CD may pass on Personal Information to any organisations which CD considers may be of assistance to the Client (which may be located outside the EEA) so that they may contact the Client with details of products and services which may interest the Client, subject to the Client's consent. The Client has indicated below where it consents to receiving information from such organisations (including by e-mail or other electronic means) and where it consents to receiving information from organisations outside the EEA.
Other than as stated in these Terms or in CD's Privacy Policy (which is available on CD's website), CD will not disclose the Client's Personal Information.
If the Client wishes to obtain a copy of its Personal Information, it should contact CD on its helpline 0845 389 3000 or +44 (0)20 7847 9400.

22. USE OF THE ONLINE SYSTEM (WHERE APPLICABLE)

The Client will be required to complete a user set up form providing details of any Authorised Person whom may use any online system which CD may make available to the Client (an â€œOnline Systemâ€), and any system restrictions and limits prior to the Client being granted access to access to the Online System. Such access will be on the terms and conditions as to the use of the online system as may be available by CD to the Client (the â€œOnline User Guideâ€), which shall form part of these Terms. This Clause 22 applies subject to the provisions of the Online User Guide in relation to the Online System, and if there are any inconsistencies between this Clause 22 and the Online User Guide, the provisions of the Online User Guide will prevail. Terms which are not defined in this Clause 22 will have the meaning (if any) given to them in the Online User Guide.
The Client agrees to use the Online System only in accordance with the Online User Guide and maintain any minimum operating and browser specifications as advised by CD from time to time.
The Client agrees to be solely responsible for the protection of all passwords and the Client should notify CD immediately of any actual or suspected compromise of any password.
If there are any interruptions in the Online System which result in the Client being unable to use the Online System the Client should fax or telephone FX Orders and Payment Instructions to CD.

23. APPLICABLE LAW

These Terms and any relationship between CD and the Client shall be governed by English law and subject to the exclusive jurisdiction of the English courts.

24. THE DIRECT DEBIT SCHEME GUARANTEE

This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits. The efficiency and security of the Scheme is monitored and protected by the Client's own bank or building society.
If there are any changes to the amounts, dates or frequency of the Client's Direct Debit, CD will notify the Client 10 Business Days in advance of the Client's account being debited or as otherwise agreed.
If an error is made by CD or the Client's bank or building society in the payment of the Direct Debit, the Client is entitled to a full and immediate refund from its bank or building society of the amount paid.
The Client can cancel a Direct Debit simply by contacting its bank or building society. Written confirmation may be required by that bank or building society. Please also send a copy of any such letter to CD.