The following definitions and rules of interpretation apply in this agreement.
|Application Form||The application form which You complete and submit to Us for the purpose of using Our services as described in this Agreement.|
|Business Day||Any day when the clearing banks in the City of London are open for business.|
|Contract Confirmation||The written document We provide to You confirming the terms of an FX Contract or Payment Service pursuant to this Agreement.|
|Cancellation Event||A situation where We decide, in Our absolute discretion, to cancel an FX Contract under the terms of this Contract.|
|Client Account||Your account with Us which is maintained for the purpose of recording credits and debits to allow You to enter into FX Contracts in accordance with clause 17.2.|
|Close Out||Cancellation or termination an FX Contract.|
|Commencement Date||Has the meaning given at clause 4.5.|
|Compliance Obligations||Our obligations to comply with all laws and international guidance, policies or procedures including those requiring Us to verify the identity of Our customers.|
|Conditions||These terms and conditions as amended from time to time in accordance with clause 18.6.|
|Contract||The contract between Us and You for the supply of the Services in accordance with these Conditions and Our Account Opening Terms.|
|Deposit||A deposit in accordance with clause 8.1.|
|FCA||The Financial Conduct Authority.|
|Force Majeure Event||Has the meaning given to it at clause 16.1.|
|Forward Contract||A transaction where the Value Date is later than 2 Business Days after the date of the Contract Confirmation.|
|FX Contract||Each and every foreign exchange contract entered into between You and Us and including every Forward Contract or Spot Contract.|
|Instruction||Any instruction given by You to Us and relating to an FX Contract or Payment Service.|
|Margin||The deposit payment You pay Us against Forward Contracts.|
|Margin Call||Has the meaning given at clause 8.3.|
|Order||A confirmed order for an FX Contract or Payment.|
|Payment||A payment executed by Us as part of Our Payment Services.|
|Payment Services||The execution by Us Payments on Your behalf where these are within the scope of the PS Regulations.|
|PS Regulations||The Payment Services Regulations 2017.|
|Purchase Currency||The currency bought by You and sold by Us.|
|Relevant Funds||Has the meaning given at clause 17.1.|
|Sale Currency||The currency You sell to Us in consideration of the Services|
|Services||The services provided by Us to You in accordance with these Conditions and including FX Contracts and Payment Services.|
|Spot Contract||A transaction where the Value Date is less than 2 Business Days after the date of the Contract Confirmation.|
|Spread||The difference between the exchange rate obtained by Us from Our banking counterparty and the exchange rate offered to You.|
|Termination Date||The date at which this Contract is deemed to come to an end.|
|Value Date||The date by which a payment for an FX Contract or Payment Service must be fully settled as specified in the Contract Confirmation.|
|Writing||Includes letter and facsimile but not e-mail.|
|2004 Regulations||The Financial Services (Distance Marketing) Regulations 2004.|
2.1 We are registered with the FCA under the PS Regulations with registration number 504439.
2.2 We contract with You as principal and on an execution only basis.
2.3 We do not provide advice to You on the merits of the Services and You must not treat any information or comments by Us as advice.
3.1 You wish to enter into a contract with Us for the Services.
3.2 You agree with Us that the Services shall be provided in accordance with these Conditions.
3.3 You agree to rely on Your own judgment (or the judgment of any advisor appointed by You) when deciding whether to complete an Application Form.
4.1 It is important that You read and understand these Conditions which will apply to all dealings between Us and You.
4.2 You should only complete the Application Form and send Us Instructions if You agree to be bound by these Conditions.
4.3 The Application Form constitutes an offer by You to receive the Services in accordance with these Conditions.
4.4 The Order shall only be deemed to be accepted when the We issue written acceptance of the Application Form in the form of a Contract Confirmation at which point and on which date the Contract shall come into existence (Commencement Date).
4.5 The Contract shall continue until the Termination Date in accordance with these Conditions.
4.6 If You are a corporate client, Our Services are provided as a commercial tool to support the business activity of the registered account holder. You agree that You will not Use any corporate Client Account for purposes unconnected with Your business.
5.1 To open an account with Us You must complete and send us an Application Form. Our acceptance of You
5.2 Our obligations under this Contract are conditional on Our acceptance of You as a client which is at Our sole discretion. We reserve the right to decline to open a Client Account for You without specifying a reason.
5.3 In order to comply with Our Compliance Obligations We may from time to time request further information or documentation from You. You agree to provide this information and We will not be liable for any loss, direct or indirect, caused as a result of any failure to respond to Our requests.
6.1 You may contact Us to give Instructions for an FX Contract or Payment either by telephone or through Our Website. The Instructions will be either for a Spot Contract or a Forward Contract.
6.2 When You give Us such Instructions You must provide all relevant information to allow Us to execute the proposed FX Contract or Payment on Your behalf.
6.3 You must tell Us the purpose of Your proposed Order. We do not provide Our Services to customers seeking to profit from fluctuations in foreign exchange rates. You must tell Us if that is Your intention in which case We may decline to deal with You.
6.4 If We decide to accept Your Instructions We will treat them as a firm Order and will send You a Contract Confirmation which specifies the amount of the Sale Currency required, the amount of the Purchase Currency which will be purchased for You, the exchange rate offered, applicable fees, any transmission costs, the terms for a Deposit (if applicable) and a date by which the Sale Currency must have arrived in cleared funds in the bank account specified by Us.
6.5 Once We have sent You Our Contract Confirmation You will be legally bound to perform the FX Contract or Payment in accordance with its terms. In particular, You must send Us sufficient funds for onward payment, taking into account any funds owed to Us. Failure to send sufficient funds in the Sale Currency may result in Us not executing Your FX Contract or Payment.
6.6 Where We have agreed a future payment date You may cancel the Payment before the end of the Business Day preceding the agreed payment date.
6.7 You do not have the right under the 2004 Regulations to cancel an Order once made. We may, at Our discretion, allow You to cancel or alter an Order before We have acted on it but this does not affect Your obligations under any existing Contract Confirmation (see further clause 11 below).
6.8 You will need to provide Us, on or before the Value Date of the Order, the beneficiary bank details and it is Your responsibility to ensure the beneficiary bank details are accurate along with complete payment Instructions for the beneficiary of the payment. We will not be liable to You if the Payment is instructed late as a result of providing incomplete beneficiary bank details or if Your funds are received by the wrong beneficiary as a result of You providing incorrect beneficiary bank details, however We will Use reasonable efforts to assist You in the recovery of Your funds and We reserve the right to charge You a fee for Our reasonable costs in doing so.
6.9 If You fail to provide payment Instructions on or before the Value Date We reserve the right to Close Out or reverse the currency conversion and return the funds to the bank or other account from which relevant currency was received. You will be liable for any loss incurred and also liable in all cases for all costs incurred in connection with the return of the funds and in addition We reserve the right to charge You a fee to cover Our reasonable costs for doing this.
7.1 We will send the full amount of any Payment to the payee in accordance with Your Payment Instruction. We cannot guarantee that the payee's service provider or another intermediary will not deduct a charge for receiving the Payment. It is Your responsibility to confirm the details of any such charges prior to placing an Order.
7.2 If We receive a payment Instruction by 5.00 p.m. on a Business Day, Your payment Instruction will be deemed to have been received by Us on that Business Day. If Your payment Instruction is received after 5.00 pm or on a day that is not a Business Day, Your payment Instruction will be deemed to have been received on the next Business Day. Your payment Instruction will be acted on the earliest possible payment date available once the Order has been performed unless You have requested a specific future date.
7.3 We are not responsible for any delays due to the need for Us to carry out verification checks, such as requests for further information, or for the need for the payee's bank to carry out their own checks and to process the Payment.
8.1 We may, require a deposit when You enter into an FX Contract (Deposit) the amount of the Deposit will be set out in the Contract Confirmation. The value of the Deposit is determined at Our sole discretion but will Usually be between 2% and 15% of the Sale Currency. Payment of the Deposit must be made to a bank account nominated by Us.
8.2 Any Deposit must be paid within one Business Day of the Contract Confirmation.
8.3 We may, at any time up to the Value Date, require You to top up Your Deposit, and You agree to settle any such request(Margin Call). For example, to increase the Margin level where We determine this is required to cover any risks.
8.4 Margin Calls must be paid within one Business Day of being called. Failure to pay in full and on time may be treated as a cancellation of Your Order in accordance with clause 15.2.
8.5 Outstanding balances of Sale Currency must be paid into the nominated bank account no later than 5 p.m. on the Business Day preceding the Maturity Date as stated in the Contract Confirmation.
8.6 Payments by You of a Deposit, Margin Call or balance of Sale Currency are treated as part payment of Your Order and will not be returned to You.
9.1 Where full payment to be made for an Order without a Deposit You must pay to Us the Sale Currency in full into the bank account nominated by Us on or before midday (UK local time) on the date specified in the Contract Confirmation.
9.2 Any payment to Us in a currency other than the agreed Sale Currency will be converted at a conversion rate agreed with You at that time. Please note that other costs, including taxes, which are not paid via Us or Imposed by Us, may arise.
9.3 You may not deposit physical cash, cheques or banker's drafts, into any of Our bank accounts and in any such case We will not release Your funds or make any onward payment until We are reasonably satisfied that We have been provided with documentation which identifies its source. You may make payments of up to £7,500 on any single occasion using a credit card in Your own name.
9.4 Failure to pay in full or on time may be considered as a failure by You to perform Your contractual obligations and may be treated as a cancellation of Your Order (see clause 15).
9.5 We will not in any way be liable to You for any loss arising as a result of Your failure to comply with the requirements set out in this Clause.
9.6 Whenever You pay funds to Us You should ensure that You are Using the most up to date bank details provided to You by Us.
10.1 On Our acceptance of Your Order We will send You a Contract Confirmation which summarises the terms of the legally binding and concluded contract between Us.
10.2 If You believe there is an error on the Contract Confirmation You must inform Us immediately. In the event that the Contract Confirmation contains an error We will issue a replacement. You will remain bound to perform the contract in accordance with its agreed terms.
11.1 If You inform Us that You wish to cancel an order, We may agree to cancel it at Our sole discretion. We have sole discretion to treat Your death, illness, any threat of legal action against You as a Cancellation Event.
11.2 In circumstances where We agree to cancel an Order at Your request We will Close Out the existing FX Contract or Payment and may add a Spread which will be in line with the Spread added to Your FX Contract when it was concluded. If any gain is realised in excess of the Spread added to the Close Out transaction, We shall pay this to You less any amounts owed to Us, on any Order.
11.3 If You fail to perform any of Your obligations under this Contract We may Close Out any open Order without further notice to You and off-set any funds held for You (whether received from You or a third party on Your behalf) against any amounts due to Us to cover any actual losses We have incurred as a result. In Closing Out Order We may add a Spread which will be in line with the Spread added to Your Order when it was concluded.
11.4 You acknowledge that, in the event We are required to Close Out an Order We may need to enter another currency transaction to Close Out Our matching position We have with Our banking counterparty and We will charge You Our reasonable costs incurred for the matching transaction and for any loss arising on these transactions.
11.5 We reserve the right to charge a cancellation fee to cover Our costs of Closing Out the position together with a compensating sum calculated by Us as being equal to the loss suffered by Us in connection with the cancellation together with interest at a rate of interest of Bank of England base rate plus 2% on such compensating sum for each day between the Cancellation Event and payment to Us.
11.6 If You notify Us that You want to alter any of the terms in Our Contract Confirmation We may at Our sole discretion, agree to such amendments that are reasonable given the market conditions. We reserve the right to charge an administration fee of [£50] representing administration costs involved.
11.7 In the event that We Close Out Your Order for any reasons outlined in this Contract and it transpires that the matching transaction was aggregated then the loss or gain resulting from the Close Out of Our matching transaction will be determined by applying the closing rate of the Bank of England of that relevant currency plus 2% on the day You concluded the Order with Us.
12.1 In the event that You fail to perform Your obligations under a Contract Confirmation or any other obligations under this Contract, We are entitled to treat this as a Cancellation Event by You and will be entitled to the remedies set out in this Contract. In addition We reserve the right to charge a cancellation fee to cover Our costs of Closing Out the position together with a compensating sum calculated by Us as being equal to the loss suffered by Us in connection with the cancellation together with interest at a rate of interest of Bank of England base rate plus 2% on such compensating sum for each day between the Cancellation Event and payment to Us.
12.2 If You have failed to pay Us any amount which You owe Us We will deduct any outstanding amounts and/or charges from any balance held for You before providing the remaining money to You. This includes any sums held in Your sole name or if You are two or more persons any sums held jointly.
13.1 You Represent to Us on the Commencement Date and on every occasion when You give Instructions or Place an Order:
13.1.1 If You are a private individual, that You are over 18 years old
13.1.2 That You are acting as a principal
13.1.3 That You have full capacity and authority to lawfully enter into and perform this Contract in accordance with these Conditions
13.1.4 That Your agreement of these Conditions and performance of Your obligations under this Contract does not breach any law applicable to You
13.1.5 That all sums paid by You to Us belong to You and are not subject to any rights of third parties
13.1.6 That all information supplied by You to Us is up to date and accurate
13.1.7 That neither the information provided by You nor Your conduct in relation to any proposed Order was or is misleading, by omission or otherwise.
13.2 You undertake to notify Us immediately if any information provided by You ceases to be up to date and accurate.
14.1 Where it is established that a Payment was not authorised by You and/or that a Payment was not correctly executed by Us, We shall refund to You the full amount debited erroneously as soon as practicable.
14.2 Nothing in this Contract excludes Our liability for fraudulent misrepresentation, death or personal injury caused by Our negligence or the negligence of Our employees or agents or any other liability which We have to You under the FCA rules or which cannot be excluded by law.
14.3 In any other case We are not responsible for any loss which may be caused by Our execution of Your Payment Instructions.
14.4 In the event that you enter into an FX Contract with us and it transpires that currency involved in the transaction (Purchase Currency or Sale Currency) is withdrawn or redenominated into another currency before the Value Date you will remain bound to perform the FX Contract.
15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party in any of the following circumstances:
15.1.1 The other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 Business days after receipt of notice in Writing to do so
15.1.2 The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction
15.1.3 The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or
15.1.4 The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
16.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
17.1 Funds received by Us in accordance with an Order (Relevant Funds) will be subject to the requirements as set out in the Regulations.
17.2 Relevant Funds are held in segregated bank accounts which are independent of Our business bank accounts. In the event that We continue to hold Relevant Funds at the end of the Business Day following the day that such funds Were received for whatsoever reason including but not limited to Us not being in receipt of a complete Order, the Relevant Funds shall be placed in a safeguarded bank account (Client Account).
17.3 The purpose for holding funds in a Client Account ensures that in the event of Our insolvency, or if a financial claim is made against Us, no creditor or claimant should be able to claim funds held in these accounts. This is because no other person or institution may have any rights or interest over the funds held in these accounts.
17.4 Relevant Funds are not covered under the Financial Services Compensation Scheme. When You transfer funds to Us such as to pay a Deposit and/or Margin Call(s) full ownership and title to these funds transfers to Us absolutely and such funds are considered as Our money. They will not be Relevant Funds and so they will be placed into Our business bank account and will not be protected under the segregation rules of the PS Regulations.
17.5 We will not pay interest on funds paid to Us including balances held in Client Accounts and We may retain, for Our own benefit, any interest which accrues from funds held in any accounts.
18.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.2 A waiver of any right or remedy under the Contract or by law is only effective if given in Writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.3 The Contract and the Account Opening Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.4 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
18.5 Nothing in this clause shall limit or exclude any liability for fraud.
18.6 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in Writing and signed by the parties (or their authorised representatives).
18.7 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.8 Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
19.1 Details of Our customer complaints policy which explains how You may complain about Us or our Services may be found at www.sterlingfx.co.uk/about-us
20.1 Details of Our data protection policy which explains how We process personal data, may be found at www.sterlingfx.co.uk/privacy-policy