Terms and Conditions
These Terms and Conditions apply where you ask us to perform and we agree to perform a foreign exchange transaction on your behalf to an account nominated by you.
Our internal compliance standards require that there must be a clear understanding in writing, between First Rate FX and you our client, as to the extent of our responsibilities. Accordingly, following our appointment to carry out your foreign exchange transaction(s) we set out below brief details of our responsibilities and our understanding of the services that you require us to perform.
First Rate FX is a company regulated for the purposes of Money Laundering Regulations 2007 by Her Majesty's Revenue and Customs (HMRC) and as such is obliged to report knowledge or suspicion of money laundering in accordance with the Proceeds of Crime Act 2002. Our registration number is 12223022.
Interpretation
'Acceptance' the Company acceptance of a Trade communicated to the
Client by a transaction summary if ordering online, or if the Client is instructing
via the phone, verbally by one of our team
'Base Currency' means the currency denomination that the Client will remit
to FRFX to be exchanged, the amount of which will be agreed and specified in
the Trade Confirmation.
'Client' means the company, individual or partnership that places an Order
having signed and returned these Conditions to FRFX.
'Conditions' means these terms and conditions.
'Contract' means any Contract formed between FRFX and the Client for the
supply of the Service, which shall comprise the Order, the Trade Confirmation
and these Conditions.
'Currency' means any foreign currency worldwide.
'Currency Purchased' means the currency denomination that the Client will
receive in exchange for the Base Currency at the Rate.
'Forward Trade' means an Order to buy or sell Currency where the
Value Date is more than two Working Days after the Order Date.
'FRFX' means First Rate FX Ltd.
'Identification' means such evidence of the identity of the Client as FRFX may
require, in such form as FRFX may specify from time to time.
'Margin' means the deposit required by FRFX in advance of each
Forward Trade.
'Margin Call' means the request made by FRFX to the Client to provide such
additional amounts as it may reasonably require on account of an adverse
exchange rate movement between the Order Date and the Value Date.
This amount shall not exceed the full value of the Base Currency.
'Nominated Account' means such bank account and number specified by
FRFX in the Trade Confirmation.
'Order' means the Client's oral or written request for FRFX to perform the
Service on the Client's behalf.
'Order Date' means the date on which a Client places an Order.
'Purchased Currency Account' means such bank account and number
specified by the Client in an International Telegraphic Transfer Request for the
receipt of the Currency Purchased.
'Rate' means the exchange rate to be applied to the Base Currency, which is
specified in the Trade Confirmation.
'Regulations' means the Payment Services Regulations 2009.
'Service' means FRFX's exchange service comprising entering into Contracts
for the sale and purchase of Currency on behalf of its clients.
'Spot Contract' means an Order to buy or sell Currency where the Value Date
is two Working Days or less after the Order Date.
'Terms and Conditions' means the Company terms, as set out in this
document.
'Trade Confirmation' means FRFX's written document setting out the details
of the Order, which will be sent to the Client in respect of its Order.
'Value Date' means the date agreed and specified in the Trade Confirmation
on which the Client shall pay or take delivery of the Currency Purchased.
'Working Day' means 09.00 to 17.30 Monday to Friday (excluding weekends
and all UK bank holidays)
2. Client Instructions
2.1 The Client warrants that it has full capacity to place the Order and that in
so doing it is acting as principal, and not as agent for any third party whose
identity has not been disclosed to FRFX. The Client further warrants that
the Order is not for speculative purposes and that physical delivery of the
Currency will be taken on the Value Date by the Client.
2.2 The Client accepts and acknowledges that FRFX cannot provide any
investment advice, including without limitation, on the merits of any
particular Order and its likely implications, nor on any investment
product. The Client warrants that in placing the Order it is relying on its
own judgment and not on any representation of FRFX, its employees or
agents.
2.3 Each Order placed by the Client will be subject to these Conditions to the
exclusion of all other terms, conditions and representations.
2.4 An Order may be given orally or in writing.
2.5 The Client shall confirm its oral instructions in writing upon request by
FRFX. The Client acknowledges and accepts that FRFX may record and
store all telephone conversations. Any such recordings may be transcribed
in order to resolve any disputes between the Client and FRFX in respect of
an Order or the Service performed in relation thereto.
2.6 The Client shall provide to FRFX all information that may be required
to perform the Service and complete an Order, the Client is solely
responsible for ensuring that all details it supplies to FRFX, including
without limitation, its contact details, account and Order details, are
true and accurate and the Client warrants and represents that it will
not withhold or omit any information that may be required by FRFX to
perform the Service and complete an Order.
2.7 FRFX may refuse to accept any Order without giving any reason. FRFX will
have no liability to the Client as a result of doing so.
2.8 The Client may not revoke, rescind, withdraw or amend an Order without
FRFX's prior written consent.
2.9 FRFX shall accept no liability for exchange rate fluctuations between the
Order Date and the Value Date.
3. Documentation
3.1 The Client shall provide all such Identification, information and
documentation relating to its financial and business affairs, as is necessary
to enable FRFX to comply with the relevant English legislation pertinent
to the Service, including without limitation the United Kingdom Money
Laundering Regulations 2007 (as may be amended from time to time).
3.2 FRFX may request a specimen signature from the Client. This will be used
to authenticate an instruction as being from the Client.
3.3 FRFX will provide the Client with a Trade Confirmation confirming the
details of each Order which will be sent either by facsimile, post or
electronically and is conclusive evidence of the agreement between FRFX
and the Client for the buying and selling of Currency.
3.4 The Trade Confirmation shall be deemed to have been deliveredat the
time when in the course of ordinary transmission it should have been
delivered at the address or number to which it was sent.
3.5 In relation to Spot Contracts, the Client must inform FRFX of any errors
or omissions in the Trade Confirmation within a reasonable time of
its delivery and in any event no later than 17.30 on the Working Day
immediately prior to the Value Date. Failure to do so shall be evidence of
its accuracy.
3.6 In relation to Forward Trades, the Client must inform FRFX of any errors
or omissions in the Trade Confirmation within two Working Days of
delivery of the Trade Confirmation. Failure to do so shall be evidence of
its accuracy.
4. Payment
4.1 The Rate incorporates all of FRFX's charges. This means that, except
where expressly agreed otherwise, FRFX will not charge the Client any
fees for the Service.
4.2 All funds received from clients are held in segregated client accounts.
It will be used solely in the provision of foreign exchange services for and
on behalf of clients.
4.3 For Spot Contracts, the Client shall pay cleared funds into the Nominated
Account for the full amount of the Base Currency not later than one
Working Day prior to the Value Date.
4.4 For a Forward Trade, on the Order Date the Client will immediately pay
cleared funds into the Nominated Account a Margin of 10% of the full
amount of the Base Currency or such other percentage as FRFX may
specify. The Client shall pay cleared funds equal to the outstanding
balance of the Base Currency into the Nominated Account not later than
one Working Day prior to the Value Date.
4.5 FRFX shall not account to the Client in respect of any Order until it has
received cleared funds into the Nominated Account.
4.6 The Client acknowledges that the Margin payment will vest automatically
to FRFX in any of the following circumstances:
4.6.1 On the Value Date;
4.6.2 If the Client is in breach of any of the Conditions; or
4.6.3 The Client becomes unable to pay its debts for any reason.
4.7 Any monies or payments due from the Client shall be paid in full and the
Client shall have no right to set off any sum in respect of any counterclaim,
set off or other deduction of any nature.
4.8 If the Client fails to make payment in accordance with these Terms and
Conditions or in accordance with a contract note the Client will incur
interest on any outstanding sum at the rate of 4% above base rate
calculated daily from the date of non-payment until settlement. Such
interest will be compounded monthly.
4.8.1 First Rate FX reserves the right to pass on to the client any costs incurred
for instructing third parties to assist with collecting losses and liabilities
from the Client.
4.9 Time is of the essence in relation to any payments due to FRFX by the
Client.
4.10 The Company will not accept cash or counter cheques, funds must be
remitted electronically.
5. Purchased Currency
5.1 Subject to receipt of cleared funds into the Nominated Account in
accordance with Clause 4, FRFX shall pay to the Client or shall credit
the Purchased Currency Account, as the case may be, with the Currency
Purchased.
5.2 We will pay into your Nominated Account any funds agreed as soon as
practicable after the Value Date. NB It can take more than five days for
funds to clear depending on local banking arrangements.
5.3 FRFX will make any payments to the Client less deductions as required by
law in respect of tax liabilities and any FRFX administration fees and or
bank charges.
5.4 If the Client nominates a Purchased Currency Account it acknowledges
and agrees that FRFX shall have no responsibility for verifying the
accuracy of the account details provided by the Client.
5.5 Please be aware that receipt of funds from First Rate FX Limited into your nominated
bank account may result in charges being applied by your bank. For details of any charges
applied by your bank please contact them directly
6. Duration, Termination
6.1 Without liability or notice to the Client, FRFX may close out all
(or any part) of an Order in the event of any of the following events:
6.1.1 The Client fails to pay any amounts due as described in these Terms
and Conditions; or
6.1.2 It becomes unlawful for FRFX to maintain or give effect to all or any of the
obligations under the Conditions; or
6.1.3 the Client makes an arrangement with its creditors or is declared
bankrupt; or
6.1.4 If FRFX believes (in its absolute discretion) that it has otherwise become
desirable to do so.
6.2 Once entered into, the Client does not have the right to terminate the
contract. All currency is purchased on behalf of the Client at the time of
order and as any such termination may lead to loss or liability.
6.3 In the event of the termination of the contract First Rate FX will close out
any trades not completed and inform the Client of any loss or liability we
have incurred. The Client is responsible for an such losses and liabilities
and payment must be made to the Company on demand. We reserve the
right to use any such sum as may have provided by the Client in respect of
a margin to settle all or part of the loss or liability. After settlement of the
loss or liability incurred we will return to the Client any such sum as may
be remaining.
6.4 If the Client becomes aware of any events referred to in this Clause 6
it shall immediately notify FRFX in writing.
7. Limitation of Liability
7.1 FRFX's liability to the Client for any losses, costs (including legal costs),
damages, expenses, taxes, charges or any other liability is set out in the
following provisions.
7.2 The limitation and exclusion of liability is set out on the basis that:
7.2.1 The Client is aware of the volatility of the foreign currency exchange
markets;
7.2.2 FRFX has provided no advice of any nature upon the advantages or
disadvantages of any proposed Order; and
7.2.3 Whilst FRFX will forward funds to an account belonging to a third party
upon the Client's instructions, FRFX has provided no advice of any nature
or had any other involvement with any transaction that the Client may
have entered into with any such third party.
7.3 Subject to the provisions of this Clause 7, FRFX's total aggregate liability to
the Client for any claim or liability incurred as a result of FRFX's breach of
these Conditions or its negligence will not exceed the amount of the Base
Currency set out in the Trade Confirmation.
7.4 FRFX aims to deliver the Service according to the instructions received
from the Client. However, banks have specified cut-off times for the receipt
and dispatch of electronic payment. FRFX accepts no responsibility for
any delay in onward transmission attributable to the late receipt of funds
or instructions relative to the cut off times of the designated bank.
7.5 FRFX excludes all liability for indirect loss which for the purposeof these
Conditions includes loss of profits, goodwill, anticipated savings, loss
caused by the failure or delay of any third party in the transmission,
provision or delivery of the Service or any other type of special indirect or
consequential loss (includingclaims brought about by, or, arising from the
default of, any third party).
7.6 The Client will indemnify and keep FRFX indemnified against all
liabilities incurred by FRFX in the proper performance of its business
or the enforcement of its rights hereunder and, in particular, without
prejudice to the generality of such indemnity against all sums which FRFX
may certify to be necessary to compensate it for all costs, liabilities and
expenses sustained or incurred by FRFX (including but not limited to any
loss suffered as a result of exchange rate fluctuations) as a result of:
7.6.1 Any breach of these Conditions by the Client;
7.6.2 Any default in payment by the Client; and;
7.6.3 FRFX doing and taking all or any actions and steps whatsoever to enforce
its rights pursuant to the Contract or to mitigate its losses in the event of
any breach of these Conditions or default in payment by the Client.
7.7 FRFX shall have the right to use Client monies held by them to offset such
costs, liabilities or expenses as FRFX may suffer.
7.8 Nothing in these Conditions shall limit either party's liability for any
personal injury or death resulting from the others negligence or for
fraudulent misrepresentation.
8. Our Obligations
8.1 In accordance with our obligations under the Payment Services Regulations
(the Regulations) we must inform you of certain important rights:
8.2 Once a Trade is completed we cannot retain the proceeds unduly and we
will send them to your Nominated Account as soon as practicable after
the Value Date.
8.3 Money transfers are governed by the Regulations where the destination
of the funds and the recipient of those funds is located with the EEA and
where the funds are in a currency of an EEA state.
8.4 Further information on the Regulations can be found on the website of
the Financial Services Authority (FSA) or by contacting our Compliance
Officer on compliance@firstratefx.com.
9. General
9.1 Should any of the Conditions included in this document be deemed
unenforceable or illegal, the remaining Conditions will continue with full
force and effect.
9.2 These Conditions may be amended from time to time. Any such
amendment or variation will be agreed, in writing, with the Client and will
not be retrospective.
9.3 Nothing in these Conditions is intended to confer any benefit on any third
party (whether referred to herein by name class or other description) or
right to enforce any agreement.
9.4 The Client may not assign or otherwise transfer the benefit of any
Contract without the express written consent of FRFX. FRFX may assign
its rights and obligations under the Conditions to any third party.
9.5 Any failure by either party to exercise and any delay, forbearance or
indulgence by any party in exercising any right, power, or remedy under
these Conditions, will not operate as a waiver of that right power or
remedy, or preclude its exercise at any subsequent time.
9.6 Nothing in these Conditions shall be deemed to create a Partnership,
Joint Venture, or Agency relationship between the parties.
9.7 FRFX may monitor and record telephone conversations with the Client
without the use of a warning tone to record details of an Order and for
security, compliance and training purposes and may use the recordings
as evidence in the event of a dispute. Any personal data supplied by
the Client to FRFX for the purposes of performing the Service shall be
used and protected in accordance with the Data Protection Act 1998.
The Client hereby consents to FRFX using the data to assess the risk
of performing the Service, to comply with any legislative requirements
pursuant to clause;
9.8 And to enable it to enforce its rights under these Conditions. Subject to
the foregoing, FRFX shall not disclose any personal Data so obtained to
any third party unless it is required to do so under current legislation.
9.9 Any special terms set out in the Trade Confirmation will prevail over the
Conditions in the event of any conflict.
9.10 Any written notice given pursuant to this agreement shall be deemed
duly given if left at or sent by first class recorded delivery, by e-mail or by
fax, if it is sent by FRFX to the Client's last known address, e-mail address
or fax number or if it is sent by the Client to First Rate FX Ltd. Level 33, 25
Canada Square, Canary Wharf, London E14 5LQ or such e-mail address or
fax number that FRFX may notify to the Client during the course of the
transaction.
9.11 These Conditions shall be governed by English law and by acceptance of
these terms and conditions, all parties agree to the exclusive jurisdiction
of the courts of England and Wales. Confidentiality
Confidentiality
The Client agrees that the Company may carry out any check as to the
Client's financial status as the Company shall deem fit. The Client accepts
that the Company will attempt to verify the Client's identity by checking the
details supplied against those held on a number of specific databases that the
Company has access to, for example information from the Electoral Register
and fraud prevention agencies. A record of this process will be kept that may be
used to help other companies to verify the Client's identity. The Company may
also pass information to organisations involved in fraud prevention to protect
the Company and other Clients from theft and fraud. If the Client supplies false
or inaccurate information and the Company suspects fraud, the Company will
record this and share this information with other organisations.
Complaints Procedure
From 1st November 2009, Clients who are eligible complainants shall be entitled
to refer complaints to The Financial Ombudsman Service if a complaint is not
satisfactorily resolved through the Company's complaints procedure.
A copy of the First Rate FX Complaints Procedure is available at:
www.firstratefx.com/complaints, and in hard copy on request.
More information on the Financial Ombudsman Service is available from the
Financial Ombudsman, South Quay Plaza, 183 Marsh Wall, London E14 9SR.
