Magna Financial Limited Terms and Conditions
1 WHO WE ARE
1.1 Magna Financial Limited (referred to in this document as “we” or “us” or “our”) is a private limited company registered in the United Kingdom (UK) with the registration number 09284056. Our registered and business address is located at 1 Knightsbridge Green, London, England, SW1X 7NE. Our website is https://www.magnafinancial.co.uk/. We are a payment institution authorised and regulated by the Financial Conduct Authority (“FCA”) in the UK with Firm Registration Number 807745.
1.2 We provide Foreign Currency Exchange (FX) and Payment Services (the “PS or Payment Service(s)”).
1.3 These terms and conditions establish the circumstances governing the agreement (“Agreement”) established between you (the “Client”) and us, including the use of services provided by us as part of an ongoing relationship.
1.4 Capitalised terms mentioned in this Agreement have the described meaning associated to the relevant term in Clause 17 (Definitions and Interpretations).
1.5 These terms and conditions may be updated from time to time by us, so please check back regularly to see if anything has changed.
1.6 By using our services, a legally binding contract is created between you and us, and the terms of this contract are set out in this Agreement.
1.7 These terms and conditions were last updated in August 2020.
2 OUR SERVICES
2.1 We will provide our Clients with the following services: currency conversion and, payment services whenever our Clients are either the remitter or the receiver of funds.
2.1.1 All the orders placed must have a genuine reason for requiring exchange of currency. We are not authorised to provide any services comprising of a direct or indirect “Speculative Purpose”.
2.1.2 All orders in the form of a forward contract must be placed with the purpose of facilitating a payment for real and identifiable goods and/or services.
2.1.3 The Client is responsible for ensuring that all funds paid by him/her into us belongs to or are entitled to him/her. He/she must also ensure that these funds have not been generated by any illegal means, nor are in any way tainted by criminal activity and, are not subject to any charge, encumbrance, or other security.
2.1.4 We reserve the right to terminate our services immediately if we suspect that the Client’s funds have been obtained from, or are being used to further, money laundering, terrorist financing or any other illegal activity. This includes not fulfilling any outstanding instructions and or transactions. In the event we decide to keep the position open, the Client accepts all liabilities and charges required to keep the position open until the time this is closed by us.
2.2 Opening an Account
2.2.1 It is mandatory, prior to opening an account with us, the prospective Client must read, understand, agree and accept these terms and conditions that constitute this Agreement (as amended by us and notified to the Client from time to time) as well as any document referred in it.
2.2.2 After the Client accepts these terms and conditions and requests to open an account with us, we will conduct all the required and relevant due diligence to establish that the Client and their requirements are real and legitimate, making sure this agreement is established for bona fide reasons. The Client hereby agrees to provide all requested information in order to assist us in complying with our legal and/or regulatory obligations.
2.2.3 In the event we are unable to obtain the required information and or documentation in order to complete the full required due diligence to be satisfied with at the account opening stage, we will inform the Client of the reasons, to the extent that we are permitted to disclose this information to you.
2.2.4 Once all the required due diligence related to identity checks and establishing the purpose of having an account with us have been completed satisfactorily, we will set up an account and inform the Client that the account is open.
2.3 We will always act and comply with the provisions of the second Payment Services Directive (PSD2), the Payment Services Regulations 2017 (PSR 2017), and any subsequent updates of the aforementioned legislation.
2.4 We provide two types of FX Trade: Spot Trades and Forward Trades.
2.4.1 A Spot Trade is a standard contract to exchange currency with a specific settlement date within a few days (normally up to two Business Days of the Trade). Should the funds not arrive on the due date, Magna reserves the right to cancel the contract. The Client is still liable for the value of the contract and, for all the costs associated.
2.4.2 A Forward Trade is a currency trade where we secure an exchange rate now with the settlement date of the Trade set on a pre-established future date more than two business days from now but less than two years after the trade date.
2.5 For each forward contract carried out by us, the Client is required to maintain the margin deposit funds with us to cover any costs associated to currency fluctuations and the costs of the margin deposit that we have to provide to our bank(s) during the period up to the settlement date. In the event of a significant adverse market movement, we are entitled to request from our Client an additional margin deposit. In these cases, the Client must pay us the required funds to cover their position within 24 hours after the first communication via email or telephone call requesting “Margin Call”. Failure to comply with this constitutes a breach of this Agreement and, entitles us to immediately cancel the order without notice to the Client and, the Client accepts all liabilities and costs associated to this cancellation.
2.6 Whenever a Client is unable or no longer wishes to carry on with a forward trade, he/she is entitled to ask us to buy back the funds. In these circumstances, the current values of the currency purchased is calculated and compared with the current market rate. To the best of our abilities, we will try to off-set or minimise any losses, but the Client has the ultimate responsibility for any losses and liabilities resulting from the forward cancellation. In circumstances of a favourable movement, we are not able to assist our Client in making a profit as it is not an authorised entity, able to assist you in speculating. Therefore, the trade will be terminated with no costs or net of any other liabilities associated to it.
2.7 For the purpose of entering a trade with the Client, we accept either verbal instructions or written instructions via a secured email both provided by the Client. To mitigate any doubts, all the trade details will be repeated to the Client before asking for the final confirmation and obtain the acceptance to proceed.
2.7.1 The Client accepts that security checks must be conducted and completed successfully whenever we receive a payment instruction.
2.8 We are not obliged to accept the instruction(s) and, in certain circumstances, may refuse to action on these without providing a reason. By doing so, we are neither accountable nor responsible for any liabilities resulting from the refusal to accept an instruction.
2.9 Each trade has a unique reference number that will be provided to the Client at the time of the trade along with verbal (applicable to trades taken over the telephone) or written confirmation of the trade time and date, the currency bought, the currency sold, the rate agreed, the settlement date, any margin deposit requirement (only applicable to Forward Trades) and any charges or liabilities applicable to and resulting from the trade.
2.10 After the trade has been placed, the full details will be confirmed by us verbally over the telephone call to the Client’s number in our system and, via a Secured email.
2.11 Once the trade has been confirmed by the Client either verbally (when taken over the telephone) or in writing, it can only be amended or cancelled with our consent. In these circumstances, the Client is responsible and must pay all the costs and liabilities resulting from the amendment or cancellation.
2.12 Due to the nature of the currency market, the Client accepts that they have no rights under the Financial Services (Distance Marketing) Regulations 2004 to cancel any trade. However, the Client may request to close out of the trade prior to the settlement date by giving us prior notice. By doing so, the Client accepts and is responsible for paying all the liabilities resulting from entering and cancelling a trade with us.
2.13 Any remaining funds held by us associated to a trade will be returned to our Client once all the required due diligence has been completed and we are satisfied that there are no concerns whether legal, regulatory or any other applicable impediments. The Client acknowledges and accepts that, due to the nature of our regulatory permissions, we are not able to pay any amounts generated from a favourable movement in currency rate.
2.14 The funds to settle a trade and all the charges and or costs associated must arrive on or before the settlement date agreed at the date of placing the trade. We only accept funds remitted by bank transfer and, it cannot in any circumstances accept payments in cash, by bank cards or any other payment methods. The funds paid to us must come from our Client’s bank account or must be paid into our Client’s bank account. We will not accept any instructions comprising third party payments transfers in and out.
2.14.1 All the payments due to us by the Client or any associated third party must be paid in full and not with any set-off, counterclaim, deduction, or any costs and or liabilities of any kind.
2.14.2 We have the right to deduct from any payment made any charges legally required associated to the services provided.
2.15. Whenever the funds and all related costs and/or charges associated to the trade are not received by us on or prior the settlement date, we reserve the right to act and reverse the trade. In these circumstances the Client accepts and must pay for the all the liabilities we incur.
2.16 Once we receive the funds from or entitled to the Client, we will, to the best of our abilities, conduct all the requisite due diligence for these to be sent out, in the correspondent currency, on the same day or on the next business day. However, if there are delays resulting from the delay on the settlement of the trade, the AML process, international holidays, cut-off times, requested by the Client or any other type of delays outside our control, we will action and ensure that these funds are segregated and place in the appropriated bank account according the safeguarding requirements.
2.17 We are not, in any circumstance, authorised to provide any investment or other type of advice outside the scope of our FCA permissions. The only advice and guidance we may provide is related to the process of buying or selling currency and sending payments.
2.18 We are authorised and provide our Clients with Payment Services, where these (our Clients) request for the funds purchased by them to be sent by us to a third party.
2.19 Whenever the Client instructs us to send the funds to a third party, we accept the Client’s onward payment instruction, wherever possible, in concomitance with the trade’s acceptance time.
2.20 When providing us with a Payment Instruction, the Client must give us the accurate and full details of the beneficiary and, the reason for the payment. The Client must also accept and provide any further information and or documentation required us during the Payment Instruction, before completing the payment instructions or, before sending the funds to entitled beneficiary (ies).
2.21 Whenever Client’s instructions are received, either via telephone or secured email, we will conduct all the required due diligence and checks in order to verify and validate that the request is genuinely requested by our Client and, it goes to the Client’s intended beneficiary (ies).
2.22 If the Client wished to restrict the ways in which we accept its Payment Instruction, it can do so by notifying us via email. Once this notification is received our systems will be updated, to the best of our abilities.
2.23 After receiving and successfully conducting all the required due diligence and check, we will consider your (the Client) instructions as granting us the consent to make the payment and, as being authorised by you (the Client) as the payer.
2.24 The Client accepts that the withdrawal of consent and any revocation of a Payment Instruction must be received and acknowledged by us before the end of the working day prior to the date it is due to be sent and, for this reason we will only accept withdrawal of consent notification via telephone (on +44 (0)203 371 9966) or by secure email which must be sent to the following email address email@example.com. After this time, the Payment Instruction cannot be revoked unless due to regulatory or legal reasons.
2.25 In order for us to accept for the payment instruction to be revoked, the Client must include in the notification the accurate and full details of the payee and, a clear and valid reason for the withdrawal of consent to the Payment Instruction.
2.26 The Client is responsible for and must provide us with the correct Unique Identifier for the beneficiary’s bank account. We will not accept any responsibilities nor any liabilities for any incorrect, incomplete, or missing information resulting in Client’s payment not reaching the intended beneficiary. We will conduct reasonable diligences to trace any such funds on our Clients’ behalf and notify them of our findings. The Client acknowledges and accepts that, for doing this we may charge the costs and any other liabilities related to the recovery of the funds. These must be paid as soon as the Client is notified by us to do so.
2.27 The Client must notify us of any unauthorised or incorrectly executed payment instruction without any undue delay.
2.30 We has been granted access to UK and European payment schemes via contracting with a banking partner(s). We may provide the Client with multi-currency European bank accounts as well as access to payment systems like SWIFT and SEPA.
2.31 The Client accepts that we are neither responsible nor liable for any delays in onward payments attributable to the late arrival of funds or payment instructions resulting in missing the cut off times of the designated bank or payment service provider.
2.33 The Client accepts that we are not liable for any liabilities resulting from an event beyond our control, including but not limited to acts of God, war, terrorism, natural disaster, flood, storm, industrial action, failure on the part of our contractors to do as they have been contracted to do, government rule or regulation, pandemic or epidemic. If our services are severely affected by these events, we will contact the Client as soon as possible and we will do our best to manage the situation.
2.34 We reserves the right to refuse to supply our services to any natural or, legal person (entity). We are not obliged to provide a reason for such refusal, unless otherwise required by any applicable law or regulation.
3 EXCHANGE RATES, CHARGES AND OTHER LIABILITIES
3.1 The Client acknowledges and accepts that we reserve the right to charge a reasonable fee of £10.00 for each payment. These types of fees will be communicated and explained to the Client in advance and prior to completing the trade. Once the Client gives the consent to proceed with the trade, they also accept that the fees must be paid.
3.2 The charges become due at the time the service is provided.
3.3 We do not accept nor are we liable for any charges made by the beneficiary’s bank.
3.4 The Client acknowledges and accepts that we are not authorised to and will not in any circumstances, pay interest on any Client’s funds held.
3.5 We are not authorised to offer credit; therefore, the Client is not expected to be charged with any related interest.
3.6 Our profit is generated by charging our Client a different rate from the one we obtain from our provider(s).
4 COMMUNICATIONS BETWEEN THE PARTIES
4.1 We communicate with our Clients either verbally via telephone or secure email and, by post.
4.2 The Client agrees and consents that all the communications made via telephone calls between the Client and us are recorded for the purpose of assisting on the resolution of any disputes, in relation to our obligation to prevent financial crime and, in relation to our legal or regulatory obligations.
4.3 When you communicate with us via email, we request that you consider using Egress Switch email encryption software to securely share confidential information (Secure Email). Sending a Secure Email via Egress Switch to us (as an Egress Switch paying subscriber) is normally free.
4.4 For all required communications either under this Agreement or under the applicable Law or Regulations, the Client must use one or more of the following options:
Telephone: +44 (0)203 371 9966
Post: Magna Financial Limited, 1 Knightsbridge Green, Knightsbridge, London SW1X 7NE
4.5 We will contact the Client, whenever required under this Agreement, or where required by law, regulation or any other applicable requirements, through contact details provided by you (the Client) that are held in our systems. It is the Client’s responsibility to provide us with the correct and updated contact details. We reserve the right not to communicate with the Client when by doing so would be unlawful, constitute a breach of regulations and other applicable requirements, due to security concerns or any other valid reasons.
4.6 It is mandatory that all the communications between the Client or any prospect Client and us are solely in the English language.
4.7 The Client is entitled, at any time, to request and be provided with a copy of the updated version of this Agreement. For this purpose, the Client must use the contact options mentioned in point 4.4 of this Agreement and, inform us if this copy is to be provided by email, Secured Email or by post.
5 SEGREGATION OF FUNDS BY SAFEGUARDING METHOD
5.1 We consider a Foreign Exchange transaction or FX to be whenever we perform a currency transaction where the funds are received from and paid to the Client, acting as principal in purchasing the currency from the Client. In these circumstances the Nominated Account to receive payment belongs to the Client.
5.2 We consider a Payment Service or PS transaction, whenever we receive or pays funds to or from a third party on behalf of the Client. In these circumstances, the Nominated Account from where the funds are received or the Nominated Account where the payments are made to belong to a third party.
5.3 We segregate our Clients’ funds by using the safeguarding method. This means that the funds related to Payment Service transactions are kept separated from the funds related to Foreign Exchange transactions and from company’s own funds generated from their business activity.
5.4 The Client (or the remitter when this is a third party) is responsible for any payments and we are entitled to assume that any instructions from the Client are duly authorised.
6 TERMINATION AND TERMS
6.1 The Client is responsible for, and must read and understand, this Agreement and, accept its terms, before submitting an application form to become our Client, Once the (prospect) Client accepts the Agreement, a copy will be provide by email or post with the unique reference.
6.2 This Agreement becomes immediately effective from the Effective Date.
6.3 This Agreement and all the content remains valid unless, it is replaced by an updated version, whenever there any Legal, Regulatory or any other applicable changes or, if both parties decide to terminate the business relationship. The Client accepts that due to legal, regulatory and other applicable requirements some parts of this Agreement are still applicable and enforceable after the termination of its business relationship with us.
6.4 We communicate the updated versions and any changes to the Agreement by email, by post or by publishing these in our website.
6.5 We keep a record of the original Agreement accepted by the Client. All the updated versions of Agreement are communicated to our Clients at a suitable time before the date on which this is to take effect and prior to the next trade. The updated version of this Agreement or any changes becomes effective from the date it was communicated to the Client.
6.6 We reserve the right to unilaterally make any updates or amendments to this Agreement and, the Client is deemed to have accepted the changes. In the case where the Client does not accept the latest version of this Agreement he or she can request its termination at any time by giving our company notice via email, Secure Email or mail. The Client remains responsible for all the obligations set-up and all liabilities generated prior the termination date. The Client accepts that due to legal, regulatory and other applicable requirements some parts of this Agreement are still applicable and enforceable after its termination date.
6.7 The Client accepts that once the Agreement is terminated, we will no longer be able to accept any trader instructions from them.
6.8 We reserve the right to terminate this Agreement with immediate affect whenever, but not exclusively, due to the following:
6.8. 1 The Client fails to pay to us any funds owed under this Agreement on the due date and, remains in default after being notified by us to settle and clear all their liabilities.
6.8.2 The Client commits any legal, regulatory, security, or any material breach of any of the terms of this Agreement, where this breach is considered as irremediable or, if remediable fails to action and mitigate the breach in the required period of time mentioned on the written notification sent by our company or communicated via telephone.
6.8.3 The Client’s continuous breach of the any terms of this Agreement, raising reasonable concerns on their ability or intention to proceed with the Agreement
6.8.4 The Client is due or becomes insolvent or bankrupt, is due to be or is in administration, dissolved or wherever a “Winding Up” petition is filed, starts rescheduling any credits with their creditors due to solvency reasons, threatens to suspend, suspends or is unable or has no reasonable intention or expectation to pay for all their debts to our company. This is applicable to all geographic jurisdictions to the full extent of the Law, Regulations and other applicable requirements.
6.8.5 The Client suspends or ceases or, threatens to do either, carrying its full or a material part of its business activity.
6.8.6. The Client has changes in the ownership and control (either directly or indirectly).
6.8.7 Whenever there are suspected or confirmed fraud, suspected, or confirmed unauthorised or fraudulent usage of our services, threats to security, unlawful activities either suspected or confirm or any other wrong doings.
184.108.40.206 In these circumstances, the Client accepts that we will to the extended that it is permitted by legal, regulatory or other applicable legislation or requirement, communicate as soon as possible with the Client via Secured email.
220.127.116.11 In these circumstances, the Client accepts that both the usage of our services and its account will be suspended, which may result in payment delays or any other liabilities, whenever we have reasonable grounds or effective knowledge that any further activities conducted with the Client or under the Client’s account would cause or cause us to breach the Law, Regulations or any other applicable legislation or requirements. The Client accepts that we are not responsible neither liable for any delays or liabilities while we conduct all the required and appropriate due diligence related to, but not exclusively, the events mentions in point 6.8.7.
18.104.22.168 We reserve the right to, unilaterally, terminate the Agreement whenever the events in point 6.9.7 or any other identified events are confirmed or the suspicious cause a serious and material threaten to the integrity of the business.
6.8 In the event that it becomes unlawful from a legal or regulatory perspective for us to provide its services or maintain a business relationship with the Client. Whether or not the request is legally binding.
6.10 If and when the termination of this Agreement becomes effective:
6.10.1 We will remit any amounts due to the Client, net of any costs associated to a bank account owned by the Client in an authorised Financial Institution (Bank), provided and once all the required due diligence actions are completed and there are no concerns and, the action of transfer the funds is not unlawful neither breaches any Regulatory or other applicable legislation or requirements.
6.10.2 The Client accepts that on the termination of this Agreement they do not waive their obligations to us and, are required to settle any outstanding (unsettled) trades or any other potential or existing liabilities. These must be paid immediately and before the termination of this Agreement.
6.10.3 We will immediately cease the services and any associated products and licences on the date the Agreement is terminated.
6.10.4 The Client accepts that any provision of this Agreement that directly or indirectly is intended to come into or continue in force on or after the termination of this Agreement remains enforceable and in effect.
6.10.5 Client accepts that we may retain their funds, and the Client is not able to action on an order or any other instruction whenever instructed not to do so by a Regulatory Authority, by Law, or when order by a court or other body of competent jurisdiction.
6.10.6 Client accepts that, in the event of retained funds required by the entities specified in point 6.10.5, We will comply and deal with the retained funds as per their guidance and ordered instructions.
7 ANTI-MONEY LAUNDERING, CUSTOMER DUE DILLIGENCE AND SANCTIONS
7.1 We are, by law and applicable regulation and requirements, required to conduct due diligence or, where applicable, enhanced due diligence checks, sanctions screenings, politically exposed persons (PEP) checks, fraud checks at the Client’s account opening stage for all our Clients.
7.2 We are, by law and applicable regulation and requirements, required to conduct due diligence or, where applicable, enhanced due diligence checks, sanctions screenings, politically exposed persons (PEP) checks, fraud checks on our Clients and to any third party that is associated directly and indirectly, to the extent where it is reasonable and feasible, with any payments to and from the Client’s account.
7.2 The Client agrees and accepts to provide the information we require and authorises us to make the checks using governmental and commercial referencing agencies. The Client also agrees that we may keep our information, about him, her or it in compliance with the legal, regulatory and other applicable requirements, up to date by refreshing this information on a regular basis.
7.3 The Client must provide accurate and complete information and valid documentation requested by us for the purpose of completing all the required due diligence before opening an account, before sending a payment, during monitoring activities, whenever there are changes either on the Client’s or in the trading activity profile or, in any other applicable circumstances
7.4 The Client accepts and authorises us to use governmental and commercial referencing agencies or any other relevant resources whenever conducting the required and applicable due diligence, when required to do so.
7.5 The Client accepts that we will keep all the information and documentation collected in compliance with, legal, regulatory or any other applicable requirements.
7.6 The Client accepts that they are responsible for and must provide us with any updated information, immediately or as soon as possible when they become aware of it. We are not liable for any inaccurate or out of date information related to our Clients.
7.7 The Client accepts that, while we will perform all the required and applicable due diligence in reasonable time, delays may occur during this process. We are not liable for any delays resulting from conducting all the required and applicable due diligence.
7.8 We record all our telephone calls. The Client accepts that these recordings can be used to establish what was said whenever there is any ambiguity.
8 DATA PRIVACY
8.4 We will treat information held about the Client as follows:
8.4.1 All data is processed fairly and lawfully.
8.4.2 Personal Data will be processed for the intended purpose and for, legal, regulatory and any other applicable purposes.
8.4.3 Whenever practical and possible, we will endeavour to take the required actions to hold the relevant and accurate personal data and we will keep it up to date. However, the Client is ultimately responsible for informing us of any changes or updates related to their personal data.
8.4.4 We are under the obligation to retain all information and documents related to our Clients for a period of five years, as mentioned in the Fourth Anti-Money Laundering Directive (Directive (EU) 2015/849). However, an extension to this period may occur whenever required by Law, Regulation or any other applicable Legislation and requirements.
8.4.5 All the personal data is kept secured.
8.4.6 We will conduct all required due diligence and actions applicable to ensure that personal data is properly protected when transferred to countries outside of the European Economic Area (EEA). We will only transfer personal data outside the EEA where there are appropriate safeguards in place including, where necessary, model clauses between us and the third party.
8.4.7 Both us and the Client must comply with the legal and regulatory requirements associated to the protection of Client’s data in line with the UK Data Protection Act 2018 and the General Data Protection Regulation 2016/679 and any other enforceable and succeeding legislation applicable during the duration of this Agreement. This is also applicable whenever the customer is not an individual, it is the Data Controller and we are the Data Controller and the Data Processor.
8.4.8 The Client is responsible for, where he or she is not the data subject, having all the required consent and notices in place granting the authorisation and enabling the lawful transfer of Person Data (as defined in the applicable Legislation) to us for the duration and purpose of this Agreement.
8.4.9 The Client, in the terms mentioned in point 8.4.7, accepts, consents and authorises us to use his or her personal data in line with existing and succeeding Data Protection Legislation and Legal and Regulatory requirements both for the purpose of this Agreement and all Legal and Regulatory applicable requirements.
8.4.10 We and all our personnel (or sub-contractors) either accessing or dealing with Personal Data are obliged to keep the Personal Data confidential in line with all the applicable legislation and requirements. This will be superseded by legal, regulatory or any other applicable requirements.
9.1 In the event that any terms, clauses, sub-clauses of the Agreement are or become invalid, unlawful, unenforceable or not applicable, we will conduct the mandatory modifications to make the Agreement valid, lawful, enforceable and applicable. If this is not possible, the relevant part will be excluded from the Agreement. This exclusion does not affect the any of the other terms, clauses or sub-clauses neither the validity nor enforceability of this Agreement.
9.2 In the event the court consider any part of this Agreement unlawful, unenforceable or not applicable, the remaining terms, clauses or sub-clauses remain valid and enforceable.
10 NO WAIVER
10.1 No waiver is applicable to this Agreement or any part of it unless required by law, regulation, other applicable legislation or by consent given in writing by us . This will not constitute a waiver for any other present or future terms, clauses, sub-clauses in this Agreement or its subsequent updates.
11 COMPLAINTS PROCEDURE
11 Whenever the Client has a complaint, this should be immediately addressed to us in order to identify the cause and, where possible, mitigate the impact both for the Client and to us. We will conduct the required investigation in order to provide a solution that is aimed to suite both parties in a reasonable time frame wherever this is possible.
11.1 How to raise a complaint
11.1.1 The Client can make an official Compliant to us by emailing us to the following email address firstname.lastname@example.org or by post to the following address: 1 Knightsbridge Green, Knightsbridge, London SW1X 7NE.
11.2 Following steps
11.2.1 All complaints received are assessed and dealt by Senior Management for the required actions. Compliance Team will confirm its reception to the Client in writing by post or Secure email, within three Business Days.
11.2.2 We will conduct all the required due diligence and actions in order to resolve the Client’s compliant and, will issue, whenever possible, a “final response” letter by the end of the of the 15 Business Days after the day the complaint was received. However, there may be exceptional circumstances where it can take up to 35 Business Days before the “final response” letter is sent to our Client. In these circumstances we will send a letter explaining the reasons for the delay in answering the complaint and, specifying the deadline for the “final response” to be sent to the Client.
11.3 The “final response” letter
11.3.1 If the Client is not satisfied with our “final response” letter, he, she or it has the right to refer the complaint to the Financial Ombudsman Service (FOS). Further information is available in Financial Ombudsman Service (FOS) website and, it can be accessed through the following link: https://www.financial-ombudsman.org.uk/consumers/how-to-complain
11.3.2 The Client must refer a complaint to the Financial Ombudsman Service (FOS) within six months of the date of our “final response”. We do not authorise neither grant consent to waive this deadline.
12 CLIENTS’ OBLIGATIONS
12.1 The Client must be able to comply on a continuing basis on the following:
- 1.1 The Client must have full capacity and authority to enter into the Agreement and, understand, comply and be binding by it.
12.1.2 The Client must be at least 18 years old to be legally capable to enter into this Agreement and be binding to it.
12.1.3 The Client must have the required consent and be able to evidence that he or she is capable of entering, complying and being bound by the Agreement.
12.1.4 The Client must remain capable and, willing to keep complying with this Agreement and, with all the applicable law, regulation and other legislation or requirements related to this Agreement.
12.1.5 The Client is responsible and must provide us with the required information and documentation for us to be able to complete the applicable and appropriated due diligence. The Client is also responsible and must guarantee that the information we hold is correct and updated.
12.1.6 The Client must accept all the risks associated to the ownership of purchased currency.
12.1.7 The Client is forbidden to use our services for speculative activities.
12.1.8 The Client is responsible and must always use our services in accordance with the Agreement and, in a lawful way and, protect, secure and keep private any passwords or other security related information and credentials. Any suspected or confirmed security breaches, misuse of our services or any other unauthorised activities must be immediately reported to us. We will not be responsible neither liable for any losses incurred by the Client resulting from delays in reporting any breaches or unusual and concerning activities.
13 OTHER IMPORTANT TERMS
13.1 The Client is forbidden to transfer any rights or obligations under this Agreement without our written consent and after completed all the required due diligence.
14 THIRD PARTY RIGHTS
14.1 The Client acknowledges and accepts that this Agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999.
15.1 The Client accepts that this Agreement is not perceived neither intended to create a partnership or joint-venture or agency relationship between the Client and us or, confer any right or benefit to any third party.
15.2 Governing Law and Jurisdiction. This Agreement and any disputes or claims resulting from or connected with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and created in accordance with the law of England and Wales. It is irrevocably agreed by each party that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16 FORCE MAJEURE
16.1 The Client accepts that we are not responsible neither liable for any delays or non-performance of any kind resulting from events or causes beyond its reasonable control, where the consequences would be unavoidable despite all the efforts made by our company to prevent them. In these circumstances, we will conduct the required diligences and actions to resolve the situation and, will kept you informed to the extend where it is lawful and, in line with our regulatory or any other applicable legislation or requirements.
16.2 In the event such an event prevents performance for a period in excess of thirty (30) days then you may elect to terminate this Agreement and any outstanding Trades by giving us notice by, email, Secure Email or post. The Client acknowledges and accepts that all the existing contracts must be settled and, all the costs associated fully paid, before the termination of this Agreement.
17 DEFINITIONS AND INTERPRETATIONS
- The terms mentioned under this Agreement are defined below:
“Accept(s)” means that either parties of this Agreement are binding and comply with the terms, clauses or sub-clauses.
“Acceptance” means we accepted an instruction (order) from the Client to purchase or sell currency on behalf of its Client.
“Agreement” refers to these terms and conditions.
“Additional Margin” refers to Forward Trades and means an additional sum required besides the initial Margin Deposit payment, in situations of significant market movement.
“Account Opening” refers to the mandatory and suitable due diligences conducted to set-up an account, after a prospect Client application.
“AML or Anti Money Laundering” refers to the laws and regulations aimed to prevent money laundering, financial crime and terrorist financing.
“Business Day” means Mondays to Fridays excluding English Bank Holidays, between 08:30h and 17:30h (UK time).
“Effective Date” means the date that the Client accepts the Agreement.
“Him”, “He”, “Her” or “She” mean both a natural person or an individual who lawfully authorised to represent, act and bind legally a legal person (example: shareholder, director).
“Instruction” means a request from or given to our Client related to its trading activities or any other related actions required.
“Liabilities” means losses, costs, expenses, charges, taxes, damage, duties, charges or any other liability whatsoever.
“Margin Deposit” or “Initial Margin” means an advanced payment (in the form of a deposit) whenever entering a Forward Trade.
“Nominated Account” means the bank account the Client instructed us to send the proceeds of a currency Trade to.
“Payment Instruction” means a request made and authorised by our Client to process a payment to its designated third party.
“PS or Payment Service(s)” means Payment Service provided by us, in conformity with the Payment Services Regulations (2017), either where there is a third-party beneficiary or a third-party payee.
“PSD or Payment Services Directive” refers to the Payment Services Directive (currently in its second form known as PSD2 – a EU Directive, administered by the European Commission that set the requirements for firms that provide payment services throughout the European Union (EU)).
“PSRs or Payment Services Regulations” refers to the Payment Services Regulations which are UK legislations. HM Treasury transposed PSD2 into UK legislation in the Payment Services Regulations 2017 (PSRs 2017) and these were published on 19 July 2017. The Financial Conduct Authority (FCA) is the entity that monitors and enforce compliance with most parts of the PSRs 2017.
“Segregated Client Accounts” refers to the bank accounts where Clients’ funds related to Payment Services are held in compliance with the Financial Conduct Authority (FCA) Safeguarding requirements.
“Secure Email” means an encrypted email with an additional level of security used to share confidential or sensitive information.
“Services” means the Services provided by us under this Agreement.
“Settlement” refers to the completion of a contract once all parties have been paid.
“Speculative Purpose” means buying or selling currency for the sole purpose of attempt or profit from fluctuations in exchange rate.
“The Client” refers to a natural person or a legal person where applicable (in these circumstances duly represented by legally authorised natural persons).
“Trade” means a foreign exchange Trade, action of buying or selling in exchange of a different currency on an agreed settlement date. This can be either through a Spot or Forward trade
“Trade Confirmation” is the evidence provided by us, describing the details of the trade once these have been agreed.
“Unique Identifier” is the identifier provided by the Client that is associated with a single entity within a given system, with the purpose of accurately initiate or execute a Payment Instruction.