Currency Exchange T&C
The parties to this agreement are:
UWC Financial Services Ltd (herein referred to as “UWCFS” or “US”) company number 06721866 whose registered address is Building 3 Office 201 Chiswick Park, 566 Chiswick High Road, London, UK;
AND
The Customer who is the person(s) of 18 years or over, firm(s) or organisation(s) (in this context referred to as the individual/individuals in clause 3.7.) who has either completed signed and delivered by post or electronically to UWCFS the Registration Form and agreed to the terms and conditions of this agreement electronically or by signing and sending a copy of this agreement by post to UWCFS to enable UWCFS to provide services for the purchase or sale of currencies (herein referred to as the “Customer” or “You”).
1. The Service Provided
1.1. The service provided by UWCFS under this agreement is limited to dealing and entering into contracts for the sale and purchase of foreign currency with You.
1.2. No deals shall be entered into on your behalf for speculative purposes and You irrevocably warrant to Us that all Trades (being the purchase of currency) are for non-speculative purposes and that you have a genuine reason for wanting to exchange currency and the purpose of the transaction is not that you are not seeking to profit by pure speculation on currency movements. You further irrevocably warrant that You have full capacity to instruct UWCFS to perform the service or place an Order and that You are acting as principal only and not as an agent for any third party whose identity has not been disclosed to UWCFS at the time of the service or Order.
1.3. You shall depend exclusively on Your own expertise and opinion in determining that the transaction is suitable for Your purposes. You Shall not place any dependence whatsoever on remarks, advice of any kind upon the advantages or disadvantages of a proposed, Transaction or on information obtained from UWCFS in connection with or relating to this Agreement, or the opinion of UWCFS of the virtues or otherwise of any currency transaction, taxation matters or other matters of any nature.
1.4. Each transaction entered into by UWCFS will be supported by a written document called a contract note setting out the details of the completed transaction UWCFS will endeavor (but does not covenant) to send this contract note following the completed transaction to You directly from UWCFS or its duly authorised agent and the contract note if sent may be an original or a copy.
2. Your Instructions
2.1. You may give UWCFS instructions to perform the transactional service in writing by post, fax or electronically on line or by e-mail. UWCFS will be entitled to require written confirmation of any instructions by post before accepting the instructions. UWCFS will confirm instructions by sending an e-mail or fax to You.
2.2. No agreement for the Service will come into force until Confirmation from UWCFS (such confirmation can be by telephone, e-mail or in writing) thereupon a legal and binding contract is formed between the Customer and UWCFS to trade the relevant currencies at the UWCFS quoted exchange rate but only on and subject to the Terms and Conditions of this agreement. Each Transaction, if accepted by UWCFS will constitute a separate severable agreement.
2.3. UWCFS reserves the right to require written confirmation of any Instruction from You and a signed copy of this agreement.
2.4. UWCFS shall not be obligated to accept any instruction and may use its discretion at any time following receipt of any instructions to refuse acceptance.
2.5. Any instructions received by UWCFS from the Customer or on Your behalf cannot be withdrawn, rescinded or amended in any way without the prior written consent of UWCFS and at UWCFS’s own discretion.
2.6. In the event that You notify UWCFS that You are authorising a person to convey Your instruction to UWCFS, UWCFS may rely on the instructions of the said authorised person and carry out that person’s instructions as if conveyed by You in person. Receipt of instructions whether on line, e-mail or in writing from a person authorised by You (the “Authorised Person”) shall constitute an unconditional authority to UWCFS to carry out the Authorised Person’s instructions without limitation in connection with the currency exchange services provided by UWCFS in accordance with the communication by the Authorised Person and You will be totally liable and responsible for any instruction given by the Authorised Person.
2.7. Nothing in these terms and conditions will require Us to carry out any instructions which are outside the limits of the authorities of an Authorised Person.
2.8. Any omission or error contained in the contract note must be informed to UWCFS in writing within two working days of the date of the contract note.
2.9. You will supply to Us, on request, a specimen of Your signature. A signature substantially resembling the specimen will be sufficient for Us to authenticate an instruction as being from the You.
2.10. If more than one person, firm or organisation completes the Registration Form for the Service then each individual constitutes the Customer and shall be jointly and severally liable (with all the individuals stated on the same Registration Form) under the terms and conditions of this agreement and You agree that UWCFS may accept instructions from such individuals jointly or separately and such instructions shall be sufficient authority to bind, all of the individuals/the Customer to any set of instructions given pursuant to these Terms and Conditions.
3. Payments
3.1. You irrevocably undertake to take physical delivery on the Value Date (being the date that UWCFS forwards the currency funds to your account) of the purchased currency after payment to UWCFS of the full amount of the sold currency for each Transaction as stipulated by UWCFS and to pay such further sums required to be paid by UWCFS pursuant to the terms of the transaction at the discretion of UWCFS.
3.2. UWCFS shall accept any payment made to it directly from a third party bank account but shall not accept cheques or cash from a third party for more than 10,000 euro (or the equivalent currency of). UWCFS will require at least eight working days from receipt of funds for funds paid by cheque to clear. Only after funds have been cleared through the banking system shall funds be ready to be transmitted. At the discretion of the UWCFS all cheques shall be scanned by an ultra violet light prior to being paid into the bank to assist with ascertaining whether the cheque is genuine. Payments made by cheque are acceptable only at the discretion of UWCFS and where possible need to be accompanied with a copy of the sender’s passport or photo driving license so that the signature on the document can Veriphy the signature on the cheque and the identification document shall be used to ascertain where relevant if the name of the account holder is the same. UWCFS reserve the right to request additional documentation from the cheque drawer. Traveller’s cheques are not accepted.
3.3. All payments due from You to UWCFS for any purpose in connection with these Conditions shall be paid in full You shall have no right of set-off, counterclaim, deduction or withholding of any kind of any sum against payments at all. Payment shall become due and payable on verification of the Transaction as advised by UWCFS and is not contingent on Your receipt of a Contract Note.
3.4. All transfers by the Customer to UWCFS should include the Customer’s account number and name as reference.
3.5. UWCFS cannot take payment in cash but can take payment by cheque (at the discretion of UWCFS) for a sum of not more than £10,000 (ten thousand pounds). UWCFS will require at least eight working days from receipt of funds for funds paid by cheque to clear, only after funds have been cleared through the banking system shall funds be ready to be transmitted. At the discretion of UWCFS all cheques shall be scanned by an ultra violet light prior to being paid into the bank to assist with ascertaining whether the cheque is genuine. Cheques are accepted at the discretion of UWCFS, customers paying by cheque should forward with the cheque where possible a copy of their passport or photo driving license, the signature on the document will be used to verify the signature on the cheque and the identification document shall be used to verify the name of the account holder where relevant. UWCFS reserve the right to request additional documentation from the cheque drawer. UWCFS does not accept traveller’s cheques. All Your money paid to UWCFS will be used by UWCFS to carry out its obligations incurred in connection with the Customers’ transactions and for payment of the service.
3.6. For the avoidance of doubt, no onward payments will be made to You until UWCFS receives cleared funds from You.
3.7. UWCFS will need at least Two Working Days from receipt of funds for funds to clear and 8 working days for a cheque to clear.
3.8. UWCFS will make any payments to You under this Agreement in full but reserves the right to deduct such sums required by law in respect of taxation liabilities if any.
3.9. In respect of late payment of any sum due to UWCFS pursuant to this Agreement UWCFS shall charge You from the due date until payment is received from You in full in cleared funds whichever shall be the greater of (a) or (b):
(a) a minimum of £10 a day for each day that the payment remains unpaid; or
(b) interest in respect of the late payment, at the rate of ten percent per annum above the Bank of England base rate from time to time in force, the interest will be payable on demand and calculated daily.
3.10. UWCFS will be entitled to charge compound interest.
3.11. All funds provided by You under this agreement (as security or for whatsoever reason) may be appropriated by UWCFS if (amongst other reasons) UWCFS incurs any costs, losses or liability arising out of the Customer’s Transaction, including, without limit, liabilities incurred with third party banks or similar entities or any clearing house or regulatory body. Also UWCFS may at its sole discretion offset any monies held by UWCFS in respect of any one of Your Transactions, against any costs, losses or liabilities that UWCFS incurs in connection with or arising out of any Transaction that You may have with Us, however the Customer may not insist on UWCFS doing so.
4. The Customer’s responsibilities and warranties inter alia
4.1. You warrant that You will, on request, supply Us with all the information and documentation necessary to enable Us to comply with relevant legislation or rules pertinent to the Service particularly in connection with UWCFS’s obligation under law to ensure that Customers are not exchanging currency for speculative purposes.
4.2. You warrant that You will provide any information to UWCFS that UWCFS may reasonably require and that You shall notify UWCFS immediately You become aware of any error or changes in any information or details that You have provided UWCFS with.
4.3. You warrant that the currency You wish to trade belongs to You legally and beneficially and has not been obtained by illegal means and is not tainted by criminal activity.
4.4. It is Your sole responsibility to ensure that you are contactable and that You supply UWCFS with your telephone number and e-mail to enable UWCFS to contact you and that all details You supply to UWCFS to enable UWCFS to perform the Service, including Your contact details, details of any Order and Your account details are accurate and that You have not withheld or left out any information that would render those details false or incorrect.
4.5. You shall be liable to pay any receiving fee charged by your nominated bank and it is Your responsibility to establish whether your nominated bank charges such a fee UWCFS accepts no liability for such charges.
5. Termination
5.1. UWCFS shall have the right (without prejudice to any other right of action which UWCFS might have) to at any time and at its sole discretion without UWCFS incurring liability to You for any losses caused as a result of doing so, terminate all or part of any Transaction without notice to You of Your liability upon or at any time after the happening of any of the following events:
5.1.1. You fail to make any payment for a Service when due whether formally demanded or not and in accordance with these Terms and Conditions;
5.1.2. You materially breaches any of the Terms and/or Conditions on Your part of this Agreement or fail to perform and/or observe and/or comply with Your obligations to UWCFS in respect of a Transaction or You are materially in breach of any statute, regulation or rule;
5.1.3. it becomes or may become unlawful for UWCFS to maintain or give effect to all or any of its obligations under the these Terms and Conditions or otherwise to carry on its business, or if UWCFS is requested to stop the Transaction (or any part thereof) by any regulatory body or other authority that has jurisdiction over UWCFS’s activities whether or not the request is legally binding or if UWCFS in its absolute discretion considers it desirable or necessary to do so for its own protection;
5.1.4. if UWCFS has any cause or obligation imposed by the UK Money Laundering Regulations;
5.1.5. You become unable to pay Your debts as they fall due or be adjudicated bankrupt or commit any act of bankruptcy or You proposes or enter into a form of composition or arrangement with Your creditors generally or permit an execution of distress to be levied on any of your goods or You become insolvent or if a receiver is appointed or you go into administration or go into liquidation whether compulsory or voluntary (not being merely a voluntary liquidation while solvent for the purposes of a solvent amalgamation or reconstruction and in such a way that the company resulting there from effectively agrees to be bound by or take on the obligations imposed on that other party under this Agreement);
5.1.6. if to continue with any transaction would expose UWCFS to liability to which UWCFS is not protected against;
5.1.7. You become incapacitated by mental or physical ill health;
5.1.8. anything set out above or anything similar occurs or anything contrary to the laws of any applicable jurisdiction.
5.2. If You become conscious of any such happening referred to in clause 5.1 or any of its sub-clauses, You irrevocable undertake that you shall advise UWCFS of the happening immediately.
5.3. If UWCFS has to terminate any Transaction it may (as well as for any other reasons set out in this agreement which would allow UWCFS to do so) retain all or any of the Customer’s money if required to do so by law and deal with the Customer’s money as ordered by a Court or other body of competent jurisdiction.
5.4. UWCFS shall have a right to terminate without incurring any liability to You or any third party connected to You any transaction where the price UWCFS quotes to You is an error and UWCFS shall not be liable for any loss caused to You.
5.5. UWCFS may accept instructions at the weekend or other times at its discretion. Prices quoted will be based on UWCFS’s last trading price which was given prior to the market closing and in the unusual event that the price market price has moved significantly so that UWCFS cannot make a profit on the price quoted to You when the market opens, UWCFS shall be entitled to terminate the contract and treat it as void without incurring any liability to You or any third part connected to You.
6. Further Limitation of UWCFS’s Liability
6.1. This clause sets out UWCFS’s entire liability to the Customer for any losses, costs (including legal costs), damages, expenses, taxes, charges or any other liability Whatsoever and wheresoever (the “Claim”).
6.2. The limitation and exclusion of liability is set on the basis that You know that the foreign exchange market is volatile and if You did not this statement has drawn this fact to your attention.
6.3. UWCFS will not be liable to You for any claim resulting from Your non-compliance in connection with any obligation You have under the Terms and Conditions of this Agreement.
6.4. UWCFS shall not be liable to You for any liability arising out of any Transaction pursuant to these Conditions by reason of any cause including contract, negligence, tort, breach of statutory duty or otherwise save for direct loss caused by the gross negligence of UWCFS in performance of a Transaction.
6.5. Without prejudice to clause 6.3. above and any other clause in this agreement and subject to the provisions of this clause UWCFS’s total aggregate liability to the Customer for any Liability incurred in connection with this Agreement and its Terms and Conditions shall not exceed the lesser of (a) the total amount paid by You to UWCFS in respect of the Transaction giving rise to the Claim or (b) £500,000.
6.6. Notwithstanding anything in this Agreement, in no circumstances shall UWCFS be liable for special damages, loss of profits, goodwill, contract, business, anticipated savings, loss caused by the act, omission, failure or delay of any third party in the transmission, provision or delivery of any Service or any special, indirect, incidental or consequential loss regardless of the form of action (including loss or damage suffered by You as a result of an action brought by a third party) even if such loss was reasonably foreseeable or was or was not in the contemplation of the parties at the date of this agreement or UWCFS was advised as to the possibility thereof. However, UWCFS shall remain liable for death or personal injury caused by UWCFS in connection with this Agreement.
6.7. UWCFS shall not be liable to You for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control (force majeure circumstances) including, without limitation, any of the following: fire, flood, storm, Act of God, war, governmental act, explosion, civil commotion, riot, failure of computer equipment or communications systems, industrial dispute of a third party, strikes, lock-out and other industrial action.
6.8. Further, UWCFS will not be liable for fraudulent instructions given by an employee of the Customer posing as You or as someone authorised by the Customer.
6.9. UWCFS shall not be liable for any charges or deductions made by a third party in the processing of a Your payment.
6.10. UWCFS shall not be liable for any loss of Customer’s funds due to a crash of any bank.
6.11. In the event that UWCFS refuses to perform the service UWCFS will have the right to refuse without giving a reason. UWCFS shall not be liable to You for any losses or damages suffered by You or those of any other party resulting directly or indirectly from such refusal.
6.12. Banks have specific cut off times for the receipt and dispatch of electronic payments. UWCFS accepts no responsibility for and shall bear no liability in respect of any delay in onward payment, late arrival of funds or instruction of payment relating to the cut off times of any bank or such delay attributable to the bank or any other third party.
6.13. If UWCFS has made attempts to contact You using the contact details You have supplied but cannot make contact with You, UWCFS shall be entitled to terminate the transaction immediately and without notice to You notwithstanding and without prejudice to any other remedy and power available to UWCFS and without liability of any kind being incurred by UWCFS for so doing. In such a situation You shall remain liable for any losses incurred as a result of such termination.
7. Further Customers’ Liability to UWCFS
7.1. You hereby indemnify and irrevocably undertake that you shall keep UWCFS indemnified and will immediately indemnify UWCFS against any and all costs, losses whether consequential losses or otherwise and against claims, liabilities incurred or suffered by UWCFS arising or in connection with the proper performance of its Services under the terms and conditions of this agreement. Also in the enforcement of its rights hereunder including legal costs incurred in connection with enforcement of these terms and conditions and in connection with any dispute or difference arising under this agreement between UWCFS and You that is resolved in favour of UWCFS. Also to irrevocably indemnity UWCFS from any cause or causes and in particular, without prejudice to the generality of the foregoing, in respect of all amounts necessary to compensate UWCFS for any and all liabilities sustained or incurred by UWCFS (including, but not limited to, UWCFS’s loss of profits,) as a result of or in connection with third party banks or similar entities, clearing house, regulatory body or bodies and for:
7.1.1. any default in or late payment by You of any sum under these Conditions when due;
7.1.2. any breach by You of clause 1.2. above and or other Term or Condition of this Agreement;
7.1.3. UWCFS doing and carrying out all and any measure and steps at all to carry out any of Your transactions, instructions whether on line or written, sent by fax, post, e-mail or otherwise from or purporting to be from you or an authorised person pursuant to and in accordance with clause 1.1. above;
7.1.4. UWCFS exercising its right under clause 5.1 and its sub-clauses to terminate all or any part of any Transaction and in such circumstances UWCFS shall have the right, in substitution to its right to seek an indemnity from You, to set-off against any of Your money held by UWCFS any amounts owed by You to UWCFS in respect of any Service.
7.2. You may give UWCFS written or on line instructions entirely at Your own risk and You will fully indemnify UWCFS and keep UWCFS fully indemnified against any losses that UWCFS may incur as a result of accepting instructions from the Customer an authorised person or instructions that UWCFS believes have come from the Customer or an authorised person UWCFS shall be under no obligation to make enquiries as to whether the instructions are genuinely from the Customer or the authorised person if UWCFS believes that they are and You agree that UWCFS may accept such instructions as being genuine and You also agree to be bound by the terms and conditions of this agreement in connection with such instructions.
7.3. For the avoidance of doubt if any transaction in connection with this agreement is terminated in accordance with any of the Terms and Conditions of this agreement the Customer’s liability to indemnity shall not terminate.
8. Telephone Conversations
8.1. You consent to UWCFS recording and storing all telephone conversations with you with or without further informing you of doing so and for UWCFS to use the recording or transcript of the recorded conversation(s) to check any instructions given to UWCFS by You or your Authorised Representative or to resolve disputes arising between UWCFS and You or to use for the purposes of quality control and or staff training. You also consent to UWCFS destroying such recordings or transcripts if any if and when UWCFS deems it appropriate to do so.
9. General
9.1. Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any provision of this Agreement or these Conditions (save for as mentioned in clause 9.8 of this contract) and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to any provisions of this Agreement or these Conditions.
9.2. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
9.3. The provisions of Clause 6 & 7 and their sub-clauses shall survive termination of any instruction, transaction or termination of this Agreement.
9.4. All the Terms and Conditions of this agreement including this Condition comprise all the terms and conditions of this entire Agreement and understanding between the parties. No other statement, written or oral communications between the parties made prior to this Agreement whether relating to it or otherwise, including statements in any brochure or promotional literature of UWCFS, shall be incorporated into this agreement or have any legal effect provided that neither party shall benefit from excluding liability for fraudulent misrepresentation or fraud.
9.5. UWCFS may at any time in the future change these Terms and Conditions by publishing the new terms and conditions on the UWCFS website, You acknowledge and agree that You will regularly review the UWCFS website for any amendments or variations to these terms and conditions. Where such terms are not expressly accepted by You your continued use of the UWCFS’s currency exchange service shall deem an acceptance by You to be bound by any such modification to these terms and conditions. Any notice in writing to you sent by E-mail and Signed by a director of the company with amendments of Terms and Conditions shall also be binding upon you (but in these circumstances only with Your agreement) from the date on which notification of the any change is sent to You. Any amendment to Terms and Conditions however published shall not be retrospective or affect any rights or obligations that may already exist in respect of any Instructions.
9.6. No employee of UWCFS or agent has any authority to vary these terms and/or conditions orally or to make any representation on behalf of UWCFS as to their effect. No addition to or variation of these terms and conditions shall be binding on You unless in writing signed by a director of UWCFS or published on the UWCFS web site.
9.7. Any provision or part thereof of the Terms and Conditions of this Agreement which is or may be illegal, void or unenforceable shall be treated as severable from the remaining Terms and Conditions of this Agreement and the remainder of the provision in question and shall not affect any other provisions, terms or conditions of this Agreement all of which shall continue in full force and effect as if the affected provision or part thereof had been removed.
9.8. The benefit of these Terms and Conditions or Agreement may not be assign or transfer by the Customer without the express written consent of UWCFS. UWCFS may without notice to You assign and/or novate the rights and/or obligations of UWCFS under this Agreement to any third party and You hereby consents without reservation to any such assignment or novation.
9.9. UWCFS will ensure that all personal details of the Customer are held in accordance with the Data Protection Act 1998 and UWCFS’s published privacy policy.
9.10. Failure by UWCFS to exercise any right or of any delay, forbearance or indulgence in exercising any right, power or remedy under this Agreement by UWCFS shall not operate as a waiver of that right, power or remedy or preclude its exercise at a subsequent time.
9.11. Where there is a conflict between any of the provisions of these Terms and Conditions with any other documentation produced pursuant to this Agreement then these Conditions shall prevail unless UWCFS specifically agree in writing signed by a director of UWCFS that such other documentation and information shall have priority in whole or in part or where the Terms and Conditions of this Agreement have been modified pursuant to clauses 9.5 and 9.6 of this Agreement.
9.12. Implied terms are excluded from these Terms and Conditions to the extent permitted by law.
10. Applicable Law
10.1. The formation and construction of this Agreement, these Terms and Conditions shall be governed and construed in all respects in accordance with the laws of England and Wales, regardless of which county this agreement and these terms and conditions were signed or agreed in.
10.2. Each party hereby agrees that any dispute or legal issue including those in connection with formation, construction or performance arising in connection from this Agreement, these Terms and Conditions and Trades made under them shall for all purposes be determined by the law of England and Wales and considered exclusively by the English and Welsh Courts who shall have sole jurisdiction over this Agreement, its terms and conditions and trades made under it and the decision(s) of such court(s) shall be binding on both parties.
Authorized and regulated by FSA as Small Payment Institution under No 511088
Customs and Excise MLR No 12492642
