A – FX Squared Ltd (07944748) of 18 King William Street, London, EC4N 7BP ("FX2") is an arranger of foreign exchange transactions
B - The Client is contemplating a transaction of that nature
B - These general terms and conditions set out terms (other than as to dates, exchange rates and amounts) which are to be incorporated into any FX Contract between them
C - These Terms supersede any other terms previously supplied by FX2 to the Client
Operative Provisions:
1. No oral arrangement between FX2 and the Client shall constitute a FX Contract between them unless the CPs have been fulfilled.
2.1 The process by which a FX Contract between the parties incorporating these terms is made is as follows:
2.1.1 the Client informs FX2 by telephone or email, and provides the amounts and dates for delivery of the currencies it wishes to acquire;
2.1.2 FX2 indicates the prices for those amounts and dates.
2.1.3 the Client makes an offer based on that information to transact for those relevant amounts at the relevant dates at market rates;
2.1.4 if it is unable to do so for whatever reason due to changes in market conditions or otherwise since the indicative figures given in accordance with Clause 2.1.2 gives revised indicative figures and the process proceeds as if these had been given in accordance with Clause 2.1.2.
2.2 That process shall continue until one of the parties declines to continue or an offer from the client has been unconditionally accepted by FX2 (that being unconditionally because it has placed the matching order which will enable it to fulfil the relevant transaction in the normal course) whereupon FX2 shall in the normal course, issue a Trade Confirmation Document (TCD) to the Client.
2.3 Each TCD shall have allocated a unique reference number.
2.4 A failure by FX2 to issue a TCD to the Client will not prejudice the rights and obligations of either party under the FX Contract.
2.5 Any error, or omission in a TCD must be notified to FX2 within 48 hours of its receipt by the Client. Thereafter, in the absence of manifest error on the face of the TCD, the Client may not dispute the terms of the FX Contract as evidenced by the TCD.
3 .1 The parties each acknowledge that:
3.1.1 any FX Contract is solely for the purpose of sale and/or purchase and delivery of Currency to
the Client or their nominated third party;
3.1.2 no representations or warranties are given by or accepted from FX2 or relied on by the Client in connection with any FX Contract save as to amounts dates and prices or as set out therein;
3.1.3 the Client in entering into a FX Contract will rely solely on its own judgment and not on any
statement expressed by FX2 relating to any aspect of the FX Contract other than as set out in Clause 2.1.
4.1 The Client will take physical delivery, or procure that a nominated third party will take physical delivery, of the Currency on the relevant delivery date.
4.2 The Client represents and warrants to FX2 that both at today’s date and at any time from the making of a FX Contract until that contract has been fulfilled and terminated:
4.2.1 the Client is acting as principal on its own account and has full power and authority and has taken all necessary steps to enable it lawfully to enter into and comply with the terms and conditions of a FX Contract;
4.2.2 all sums held in the Trading Account of FX2 for the Client (until those monies become due to FX2) are and will remain beneficially owned by the Client and the Client will not create any charge or other encumbrance over or in respect of those monies;
4.2.3 all information supplied to FX2 is, or at the time it is supplied, was true and accurate in all material respects and to the extent that it ceases to be so, the Client will immediately notify FX2 of the facts and circumstances which give rise to it no longer being so;
4.2.4 the Client will provide FX2 upon request any information regarding the Client, its financial and business affairs and identity in which FX2 requires to comply with its obligations with the United Kingdom Money Laundering Regulations Act 2007 or other legislation or regulations which apply to it.
4.3 The Client must quote the relevant TCD reference at all times in all communications with FX2.
5.1 The Client shall pay into FX2’s Trading Account:
5.1.1 the Currency Value by the date agreed under any FX Contract;
5.1.2 the Deposit by the date agreed under any FX Contract;
5.1.3 on demand any margin (on account of the Currency Value) as set out in the relevant FX Contract. The Client acknowledges that any margin or Deposit paid under a FX Contract may be forfeited by the Client if the FX Contract is terminated due to any fault of the Client.
5.2 The Client acknowledges that:
5.2.1 in the event of any adverse currency fluctuation between the date of the contract and the value date, FX2 shall be entitled to require the client to provide additional funds (not exceeding the full amount of the sold currency ). Such funds shall be paid by the client to an account specified by FX2 no later than one business day after FX2’s request for such additional funds.
5.3 FX2 shall not have to fulfil any of its obligations under an FX Contract until it has received confirmation from its bank that the Currency Value has been credited to the Trading Account as cleared funds without recourse.
5.4 Time is of the essence in relation to any payments due to FX2 by the Client under an FX Contract.
5.5 All payments due from the Client to FX2 under a FX Contract shall be made in full without any set-off, counterclaim, deduction or withholding whatsoever.
5.6 FX2 may deduct from any payment to be made to the Client under a FX Contract any amounts which it is required to deduct by law, including by way of example tax, or any other sums such as bank charges that may be properly incurred by FX2 in fulfilling its obligations under the FX Contract and effecting delivery.
5.7 If a Client’s cheque or other form of payment is dishonoured, not met on first presentation or stopped for whatever reason, FX2 may charge an administration charge in respect of each such cheque or other payment made. The administration charge will be payable by the Client as part of the amount of the Currency Value due under the relevant FX Contract.
5.8 If the Client fails to make, in full any payment of the Currency Value, as and when suchpayment becomes due and payable under a FX Contract, the amount outstanding of the Currency Value shall bear a charge of £ 10.00 GBP per day (rollover charge) it is meant the full funds have not been received by settlement date/value date therefore there is a fee to change the settlement date to the next day. If the trade is closed out, due to adverse foreign exchange movements, and there is a material loss, the client bears responsibility for this.
5.9 FX2 assumes no responsibility whatsoever for any delay in payment under a FX Contract caused by any act or omission of the Client or any other third party, including by way of example bank, postal delay and/or delay caused due to accident, emergency or Act of God. For the avoidance of doubt, the Client accepts that it is the Client who is solely responsible for ensuring that all payments required under a FX Contract are made promptly and within the time limits specified in the FX Contract.
5.10 You may lose your deposit if your forward is not drawn down by the above value date. We advise you contact us if your funds will not arrive.
6 If there is a conflict between these Terms and the terms and conditions of a FX Contract, the FX Contract prevails unless otherwise agreed.
7.1 If there is a dispute relating to a FX Contract (a “Disputed FX Contract”), FX2 may at any time, in its absolute discretion and without prior notification to the Client close-out the Disputed FX Contract or take whatever other action FX2 deems appropriate in relation to its obligations thereunder. FX2 will notify the Client (orally or in writing) as soon as possible thereafter of any action it has taken but any failure by FX2 to give such notice will not prejudice the validity of such action. If the closed-out position is because of late payment, and the money is received thereafter, the same position may be immediately re-opened at the market price.
7.2 The liability of the party found to be at fault in respect of any Disputed FX Contract shall not exceed the actual amounts due under the Disputed FX Contract together with interest accrued at the rate of 4% above the Bank of England base rate as varied from time to time.
8.1 FX2 may terminate a FX Contract and take whatever action it deems necessary upon or at any time after the happening of any of the following without giving prior notice to the Client:
8.1.1 a failure by the Client to comply with any of its material obligations under a FX Contract (including by way of example a breach of any of the representations and warranties contained or contemplated herein;
8.1.2 where the Client is an individual:
- the death of the Client;
- the Client becomes of unsound mind or suffers from a mental disorder and is admitted to hospital in pursuance of an application for treatment under the Mental Health Act 1983 or has an order made by any court of competent jurisdiction in matters of mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs;
- •whether in the United Kingdom or elsewhere, the Client suspends payment of its debts, make any formal or informal composition with its creditors generally, suffers a Receiver to be appointed over some or all of its assets, takes or has any proceeding taken against it in bankruptcy.
8.1.3 if the Client is not an individual:
- has a receiver or administrator appointed of any part of its assets;
- enters into any arrangement (formal or otherwise) whereby it compounds with its creditors generally;
- has a petition advertised for its winding up;
- goes into liquidation other than for the purposes of a solvent bona fide reconstruction or amalgamation.
8.2 FX2 may terminate a FX Contract forthwith if it becomes or is likely to become unlawful for FX2 to maintain or give effect to all or any of the obligations thereunder or otherwise to carry on its business or if FX2 or the Client is requested to close-out and terminate a FX Contract (or anypart t hereof) by any regulatory authority whether or not that request is legally binding.
9.1 FX2 shall not be liable to the Client for the non-performance of FX2’s obligations under a FX Contract or the failure to execute any FX Contract in accordance with the instructions of the Client by reason of any cause beyond the reasonable control of FX2.
9.2 The Client indemnifies FX2 and keeps it indemnified from and against all liabilities, damages, losses and costs (including legal costs), duties, taxes, charges or commissions incurred or suffered by FX2 in the proper performance of its services or the enforcement of its rights under any FX Contract and, by way of example, against all amounts which FX2 may properly certify to be necessary to compensate it for all costs, expenses, liabilities and losses sustained or incurred by FX2 (including but not limited to FX2’s loss of profit and any loss or expenses which FX2 may suffer orincur in taking such action as FX2 may, acting reasonably, consider necessary or appropriate in the circumstances to cover, reduce or eliminate its exposure in respect of any FX Contract where the Client fails to honour its obligations thereunder) as a result of:
9.2.1 late or non-payment by the Client of any amount payable under a FX Contract or any other material breach by the Client of its obligations thereunder;
9.2.2 FX2 effecting and taking all and any action and steps whatsoever to carry out the terms of any telephone instruction from or purporting to be from a person duly designated or authorised by the Client; or
9.2.3 FX2 exercising its rights under a FX Contract to close-out all or any part of any FX Contract before its applicable Delivery Date; The indemnity provided under clause 9.2 shall survive termination of any FX Contract.
10 No failure or delay on the part of any party in exercising any right or remedy under a FX Contract shall operate as a waiver thereof. The rights and remedies provided in a FX Contract and the indemnities incorporated therein are cumulative and not exclusive of any rights or remedies provided by law.
11.1 The parties agree and consent to the recording of telephone conversations between the parties and the use of such recording as evidence by either party in any dispute between them relating to dealings between the parties.
11.2 Any such recording or transcript of the same made by FX2 may be destroyed by FX2 in accordance with generally accepted market practice.
12 No amendment or variation of this agreement or any FX Contract shall have effect until reduced to writing and signed by the parties.
13 This Agreement and any FX Contract shall be governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales.
14 When the client is more than one person the obligations of the Client under any FX contract shall be joint or several, and joint clients acknowledge that instructions can be taken from any of them and any communications with them may be given only to the first named of them on the application from.
Definitions
:
“Agreement” means the ratification constituted by the terms and clients written acceptance of theterms and, where the context allows, includes any contract entered into under the Agreement
“Business Day” means a day when the banks in the City of London are open for business excluding Saturdays, Sundays and public holidays
“Client” means the person or persons whose detail are set out in and has signed the Application form to which these terms are annexed; means the person whose details are set out herein who has executed this Agreement
“CP” means all of either
- the delivery to and acceptance by FX2 of an executed copy of these terms and condition
- the allocation by FX2 of and delivery to the Client of a Dealing Reference
“Currency” means money purchased in accordance with the terms of the relevant FX Contract
“Currency Value” means the amount of funds required from the Client by FX2 to fulfil its payment obligations under a FX Contract
“Dealing Reference” means the unique confidential transaction number issued to the client referred to in the CPs
“TCD” means the trade confirmation document which may be issued in respect of a FX Contract in accordance with Clause 2.2
“Delivery Date” means a date on which the Currency or an agreed part thereof is to be delivered to the Client or a nominated party under the FX Contract and as may be detailed in the TCD
“Deposit” means any down payment specified in a FX Contract
“FX Contract” means a contract entered into by FX2 with the Client as contemplated by this Agreement Terms under which FX2 agrees to sell and/or purchase Currency and deliver Currency to the Client, and the Client agrees to sell and/or purchase Currency and take delivery of Currency on the Delivery Date and includes, without limitation, Forward Contracts, Forward Time Option Contracts, Limit Orders, Stop Orders or any variation or combination thereof
“Forward Transaction” means a dealing where the value date is two or more working days after the order
“Margin Call” means a request for additional margin on a forward contract being the amount required (after taking account of any monies already paid) to put FX2 in the position where it’s holding is sufficient to close out the relevant forward FX Contract without loss together with such amount (not being more than 10% of the Currency Value of the relevant FX Contract) as additional deposit
“Spot Transaction” means a transaction where the value date is less than two working days after the order
“Trading Account” means the bank account in the name of FX2, details of which will be supplied by FX2 to the Client from time to time in which FX2 will hold the Client’s money on trust for the Client until such time as the money is to be paid out by FX2 in accordance with a relevant FX contract
“Value Date” means the date on which the currency transaction reaches value with the counterparty as specified by FX2 in the contract note.
“FX2” means FX Squared Ltd
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