Terms & Conditions
This document was last updated on 05th March 2021.
These terms and conditions of business explain your responsibilities to us and our responsibilities to you, how and when our contract with you can be terminated and the extent of our liability to you.
We therefore ask you please to read these terms and conditions carefully, as they will be incorporated into the contract which is formed between us where you instruct us to perform, and we agree to perform, for you any of our services.
1.1 These Terms are between (the ‘Client’, ‘you’ or ‘your’) and FXPress Payment Services Ltd (‘FXPress’, ‘we’, ‘us’ or ‘our’). FXPress is a company incorporated in Northern Ireland with company number NI602461 and whose registered office is at 1 Elmfield Avenue, Warrenpoint, Newry, Co. Down, BT34 3HQ, United Kingdom. FXPress is authorised by the Financial Conduct Authority under the Payment Service Regulations 2017 [FRN 521572] for the provision of payment services.
1.2 You wish to enter into a contract with FXPress for the purchase, sale and delivery of currency and for money remittance. You agree with FXPress that all transactions shall be carried out on the terms and conditions set out below (the ‘Terms’). The Terms shall come into force as soon as you accept the Terms online and shall continue until terminated in accordance with Clause 23 (Changes to these Terms) and/or Clause 24 (Termination).
1.3 These terms contain three parts:
a) Part 1: Foreign Exchange Services (this Part applies to the provision of our unregulated forwards and spot contract business);
b) Part 2: Payment Services (this Part applies to the provision by us of money remittance services);
c) Part 3: General Provisions (this Part applies to all services offered by us to you).
Part 1: Terms Applying to Foreign Exchange Services
2. Foreign Exchange Services
2.1. FXPress may in its absolute discretion provide, or continue to provide, Foreign Exchange Services to you. FXPress may enter into transactions for the sale, purchase and delivery of currency with you (“FX Contracts”) in accordance with an instruction by you (such instruction being an ”FX Order”). FX Contracts may include spot contracts, fixed forward contracts, open forward contracts, rolls and draws (as detailed on the FXPress website).
2.2. If FXPress accepts the FX Order, FXPress shall subsequently provide a Trade Confirmation to you confirming the details of the FX Order (the ‘Trade Confirmation’). The Trade Confirmation shall include details of:
a) the FX Order and the exchange rate applying;
b) the date for delivery of, or payment for the currency (the ‘Settlement Date’ or ‘Value Date’);
c) FXPress’s charges in relation to the FX Contract;
d) FXPress’s charges in relation to the Payment Service;
e) in the case of an FX Contract which is not a spot contract, any Initial Margin or Margin Call required to be made by the Client as determined in FXPress’s absolute discretion.
2.3. Upon receipt by the Client of the Trade Confirmation, you should check the Trade Confirmation for any omissions and/ or errors. In the event of any omission and/ or error, you must provide immediate notice in writing to FXPress in accordance with Clause 20 setting out full details of the omission and/or error. Subject to Clause 2.4, notwithstanding any omission and/ or error in the Trade Confirmation, the FX Contract relating to the FX Order detailed in the Trade Confirmation will be binding on the Client and FXPress, and FXPress’s and the Client’s rights under these Terms in respect of the FX Contract shall apply with full effect.
2.4. FXPress will not be bound by any FX Contract where it is reasonably determined by FXPress that there is a Manifest Error in the purchase or sale price quoted in the Trade Confirmation. In these Terms, a “Manifest Error” refers to a manifest or obvious misquote of the purchase or sale price quoted to you, including a misquote based on a published price source on which FXPress has relied in connection with the FX Contract, having regard to the market conditions at the time the FX Order was received.
2.5. Once FXPress has transmitted a Trade Confirmation confirming an FX Order in writing, you may only amend or cancel the Trade Confirmation if FXPress expressly agrees. If FXPress is obliged to cancel or terminate the Trade, then FXPress may be obliged to enter into a matching trade. In these circumstances it is possible that FXPress will incur a loss, damage or expense and if it does so then you will be charged for any such loss on the Trade. FXPress also reserves the right to make an additional administration charge in the event of such matching Trade being deemed necessary.
2.6. FXPress may at its absolute discretion refuse any FX Order or instructions given by you without giving any reason or being liable for any loss you suffer as a result of such refusal.
2.7. FXPress may require further confirmation or information from you or an Authorised Person of any FX Order or instruction if (including, but not limited to):
a) FXPress considers that such confirmation or information is desirable or that an FX Order or instruction is ambiguous;
b) FXPress has not satisfied itself that the person giving the FX Order is the Client or an Authorised Person; or
c) the instruction is to close your account or to remit the Client’s funds to a third party.
3. Commercial Purposes
3.1. FXPress’s Foreign Exchange Services shall be limited to providing facilities for the sale, purchase and physical delivery of foreign currencies for use in connection with a trade or business or for other commercial (but not, for the avoidance of doubt, investment) purposes only.
3.2. You hereby warrant that you are not acting for any third party; and that the transactions are for commercial purposes (in the case of businesses) and private purposes (in the case of individual clients) and, as such, do not amount to futures contracts under article 84 of the Financial Services & Markets Act 2000 (Regulated Activities) Order 2001.
4.1. FXPress may from time to time provide you with information concerning the foreign exchange markets but will not at any time offer advice to you on taxation, investment products or markets or the merits or otherwise of any currency transaction. You accept that any such information does not constitute advice and does not form part of the Services and agrees that it shall rely purely on its own judgement when entering into any Contract.
4.2. In providing the information referred to in Clause 4.1 above, FXPress makes no warranty or representation as to its accuracy, and hereby excludes to the fullest extent possible any and all losses suffered by you in relying on such information.
5. Funding your FX Contracts
5.1. Where FXPress and the Client enter into an FX Contract, the Client must pay FXPress the full amount in the currency specified in the Trade Confirmation (or by such other means as agreed with FXPress in any particular case) in cleared funds into a bank account nominated by FXPress for this purpose.
5.2. Failure by the Client to settle the correct amount and currency shall relieve FXPress of any obligation to make a corresponding payment under the relevant FX Contract.
5.3. The details of the Bank Account, belonging to FXPress, to which money is to be sent is set-out on the Online System. Please take care to enter the correct bank account details when performing the User Bank Transfer, to make sure the money reaches us. If we receive your money in a currency other than the currency you indicated to us when we provided you with the bank account details, then we will not be liable for any losses that you incur if our bank performs a currency conversion to change the money received into the currency of our bank account to which the money was sent.
5.4. FXPress does not accept payments in physical cash (coins and banknotes), cheques or bank drafts from any Client. In addition, FXPress will not accept any other items of value for settlement of deals, such as but not limited to: Gold, Bitcoins, Letter of credit and Promissory notes.
5.5. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through your FXPress Account.
6. FX Contracts and Deductions
6.1. After you and FXPress have entered into an FX Contract and subject to Clause 6.2, FXPress shall use the corresponding funds for payment of monies owing to FXPress under the FX Contract including, without limitation, any Initial Margin or Margin Call (as defined below).
6.2. The Client accepts that, prior to undertaking an FX Contract, FXPress will deduct from the corresponding funds set out in Clause 6.1 those costs and charges which FXPress is entitled to pursuant to these Terms including any advance or instalment payments, transfer charges, trade profit and interest.
6.3. The Client is solely responsible for ensuring that, following the deductions referred to in Clause 6.2 and the application of the exchange rate agreed in the Trade Confirmation, the amount of any Onward Payment will be sufficient to fulfil any obligations that Client has to the relevant Payee.
7. Foreign Exchange Charges
7.1. FXPress’s charges in relation to Foreign Exchange Services will be as set out in the Trade Confirmation. The Client understands that because FXPress deals as principal the exchange rate it offers the Client will not be the same as the rate FXPress obtains itself.
8. Additional Conditions for Forwards FX Contracts
8.1. his Clause 8 applies in respect of any forward FX Contract, meaning an FX Contract under which currency is bought and sold for delivery at a future time.
8.2. Subject to any facility, FXPress will require an agreed an initial margin (“Margin”) from the Client for each order for a forward FX Contract and FXPress will be entitled to request from the Client immediate additional Margins in amounts notified by FXPress to the Client in the event of exchange rate fluctuations at any time prior to the Settlement Date (‘Margin Call’). The Client agrees that it is the Client’s responsibility to ensure that it is contactable and has provided sufficient contact details so that FXPress can contact the Client in the event of a Margin Call. If FXPress is unable to contact the Client by the end of the day in which a Margin Call occurs FXPress will be entitled to terminate the FX Contract.
9. Default & Refusal to Perform FX Contracts
9.1. FXPress may refuse to perform or may close out all or any part of any FX Contract, without FXPress incurring any liability to the Client for losses that may be sustained as a result and without giving notice to the Client or receiving any instructions from it, upon or at any time after the happening of any of the following events:
a) Failure by the Client to settle the correct amount and currency
b) You are unable to make any payment when due under these Terms;
c) Any other material breach by the Client of any Contract;
d) The Client entering into any form of bankruptcy or insolvency procedure or is unable to pay its debts as they fall due;
e) If any of the representations made or information supplied by the Client are or become materially inaccurate or materially changed.
f) If it becomes or may become unlawful for FXPress to maintain or give effect to all or any of the obligations under these Terms or otherwise to carry on its business.
g) If FXPress or the Client is requested not to perform or to close out an FX Contract (or any part thereof) by any governmental or regulatory authority whether or not that request is legally binding.
h) FXPress considers it necessary to do so for its own protection including (without limitation) in the following circumstances: (i) protection from fraud or money laundering; (ii) protection from Client default; (iii) protection from market failure; (iv) protection from adverse or volatile market conditions; and (v) protection from loss by FXPress.
9.2. If any event referred to in Clause 9.1 above takes place FXPress shall at its discretion be entitled to cancel any FX Contract then outstanding and charge the Client with all of the costs, expenses and losses (and interest at the rate referred to in Clause 21 on any such sums) that FXPress may incur (including any action it may take to cover or reduce its exposure) as a result of FXPress cancelling FX Contracts with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements that relate to the FX Contracts). Any excess amount held by FXPress in respect of the FX Contracts shall be returned to the Client after deducting all other sums due to FXPress.
9.3. If for any reason an FX Contract is closed out or does not proceed to completion, FXPress will send to the Client any sum due to the Client or a notice setting out the sum due from the Client (as appropriate). The Client shall bear all the losses/ expenses of FXPress whatsoever that may arise on account of such close out or cancellation, and FXPress shall have the right to use any monies of the Client held by it to offset such amounts as are owed by the Client to FXPress. For such purpose, FXPress shall be entitled to convert any currency held by it and such conversion shall be at the rate of exchange available to it. Any fee or charge which FXPress incurs as a result of such conversion shall be paid for by the Client.
9.4. If your method of payment, is dishonoured, returned, not met on first presentation or stopped for whatever reason, FXPress shall levy an administrative charge. This administrative charge will become payable by the Client in addition to any other sums due under these Terms.
10. Limitation of Liability and Indemnity
10.1. In addition to any limitation on liability under Clause 16 below which may apply to the Foreign Exchange Services, FXPress shall not be liable to the Client:
a) for any delay or failure to perform its obligations under these Terms relating to Foreign Exchange Services or any FX Contract by reason of any cause beyond the reasonable control of FXPress, but FXPress shall try to perform those obligations as soon as it reasonably can in any event;
b) for any loss resulting from the determination of Manifest Error by FXPress;
c) FXPress acting on a written, oral, telephone or electronic FX Order which reasonably appeared to FXPress to be from the Client or an Authorised Person; or
d) for any consequential or indirect loss (such as loss of profits, loss of contract or opportunity) the Client may incur as a result of FXPress failing to perform its duties under an FX Contract; or
e) for an amount greater than the maxima stated in Clauses 10.2 and 10.3
10.2. Without prejudice to Clause 10.1 above, FXPress shall not be responsible in any way for any delay in payment by it under these Terms relating to the Foreign Exchange Services which is caused by the Client or any other third party, including but not limited to bank delay, postal delay, payment network delay, the failure or delay of any fax or electronic transmission, or delay caused by accident, emergency or act of god. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that all payments which the Client is required to make under any FX Contract are made promptly and within the time limits specified by the particular FX Contract and these Terms.
10.3. The maximum aggregate liability of FXPress to a Client in respect of Foreign Exchange Services provided under these Terms, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the aggregate value of currency sold by FXPress to the Client under FX Contracts issued in accordance with these Terms expressed in GBP Pounds Sterling as at the due date of settlement of each FX Contract less any amounts previously settled.
10.4. The Client will, on demand by FXPress, indemnify FXPress and keep it indemnified against all losses, claims, proceedings, expenses, damages and costs (including reasonable legal costs) of any nature incurred or suffered by FXPress in covering, reducing or eliminating its risk, howsoever arising out of or in connection with any breach by the Client of these Terms.
Part 2: Terms Applying to Payment Services
11. Payment Services
11.1. You or your Authorised Person may from time to time provide a Payment Instruction to FXPress in accordance with Clause 20. Such Payment Instruction must confirm the details of the proposed Payee including its full name, account details for payment and any unique identifier confirmed to the Client by the Payee.
11.2. We are under no obligation to check the accuracy of the Unique Identifier given to us by you. If the Unique Identifier provided by you is incorrect, FXPress shall not be liable for the non-execution or incorrect execution of the Payment Order under Clause 18. We shall, however, make reasonable efforts to recover the funds involved in the payment transaction, for which we may charge you a fee.
11.3. The Payment Instruction shall be deemed to be received at the time at which it is received except that:
a) where the Payment Instruction would otherwise be deemed to be received on a day which is not a Business Day or is received after 12.00 pm, London time (the ‘Cut-Off Time’) on a Business Day, FXPress has the right to treat the Client’s Payment Instruction as having been received on the next Business Day.
11.4. Following receipt of a Payment Instruction, FXPress may:
a) refuse that Payment Instruction and if it does so, FXPress shall (unless it would be unlawful for FXPress to do so) notify the Client of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notification shall be given to the Client as soon as practicable following the refusal and FXPress may charge the Client for such notification where the refusal is reasonably justified. A Payment Instruction which is refused by FXPress shall be deemed not to have been received for the purposes of Clause 11.3; and/or
b) request further confirmation or information from the Client or Authorised Person of any Payment Instruction, including if FXPress considers that such confirmation or information is desirable or that a Payment Instruction is ambiguous.
11.5. The Client does not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any Payment Instruction once given.
12.1. The following charges may be incurred by you (payable in advance) for the following administrative tasks and/or transfer of funds:
a) Roll Forward - £10 per roll. This is payable when you request to extend the settlement date of a forward contract.
b) Payment recall - £10 per recall. This is payable when you request to recall a payment.
c) Additional International Payment - £10 per payment which is payable when an FX Contract involves more than one payment.
13. The Corporate Opt Out
13.1. Clause 13.2 applies to you only if you are not:
a) a consumer (a person acting for purposes other than a trade, business or profession);
b) a micro-enterprise (as defined in Article 1, and 2(1) and (3) of the Annex to Recommendation 2003/361/EC (in summary, a micro-enterprise is a business which has fewer than 10 employees or a turnover not exceeding EUR 2 million); or
c) a charity with annual income of less than £1 million.
13.2. You agree that the following provisions of the Payment Services Regulations 2017 (SI 2017/752) (the “PSRs”) and any other provisions of any law in any other jurisdiction implementing the equivalent articles of the Recast Payment Services Directive (2015/2366/EC) (“PSD 2”) do not apply to this Agreement:
a) Part 6 (Regulations 40 – 62 inclusive) PSRs (Title III PSD 2) (requirements as to the provision of information); and
b) the following regulations of Part 7 (Rights and Obligations in relation to the provision of payment services) PSRs (Articles 62(1), 64(3), 72, 74, 76, 77, 80 and 89 PSD 2:
i. 66(1): charges (refusals, revocations, incorrect unique identifiers). We will instead charge you for the fulfilment of our obligations under these Terms;
ii. 67(3) and (4) & 83: withdrawal of payer consent and revocation. Once given, you may not withdraw your consent to a Payment Transaction or revoke a Payment Transaction with us;
iii. 75: evidence of authentication and execution of transactions. The onus of proving that the payment transaction was either unauthorised or incorrectly executed in Clauses 15 and 16 of this Agreement lies instead with you rather than with us;
iv. 77: Payer’s liability for unauthorised transactions. You, instead of us, are liable for all losses in respect of unauthorised Payment Transactions listed in Clause 16 of these Terms;
v. 91: non-execution or defective execution of transactions initiated by payer. We shall not be liable to you for the correct execution of a Payment Transaction and Clause 18 of these Terms shall not apply; and
vi. 94: liability of payment services provider for charges/interest. We are not liable for charges and interest incurred as a result of the non-execution or defective execution of a Payment Transaction.
14.1. A Payment Transaction will be considered as authorised if you have given your consent to the execution of the Payment Transaction.
14.2. For individual transactions, “consent” for these purposes means that consent given by you by either the online system, by email or by phone.
14.3. Where no such consent has been given (or where consent has been withdrawn in accordance with these Terms), the Payment Transaction will be considered as unauthorised.
14.4. If a Payment Transaction is refused, we shall inform you immediately within the limits of applicable laws and where we are authorised to do so and, if appropriate, we shall explain why we refused to make the Payment Transaction and the procedure for correcting any factual errors that led to the refusal.
15. Correcting Unauthorised or Incorrectly Executed Payment Transactions
15.1. If you realise that an unauthorised or incorrectly executed Payment Transaction has been carried out, you must notify us without undue delay and, in any event, within 13 months of the debit date. Such notification should be made in accordance with Clause 20 of these Terms. If you fail to notify us within the 13-month time period, you may not be entitled to have any errors corrected.
15.2. You shall bear all losses caused by unauthorised payment transactions if those losses result from a fraudulent act on your part or gross negligence in carrying out your obligations to use any telephone arrangements or passwords (“Security Instrument”) in accordance with the Terms governing their use and to inform us without delay as soon as you become aware of the loss or theft or of any unauthorised use thereof.
15.3. If, in accordance with Clause 15.1, you notify us of an unauthorised Payment Transaction we will (i.e. by the end of the next Business Day following your notification to us) refund the amount of the unauthorised Payment Transaction.
15.4. If, in accordance with Clause 15.1, you notify us of an incorrectly executed Payment Transaction we will investigate and as soon as practicable will refund the amount of the non-executed or defective Payment Transaction .
15.5. Where we consider that there is evidence to suggest you have acted fraudulently or have deliberately or grossly negligently failed to comply with your obligations in relation to the Security Instrument (set out in Clause 19 below), we reserve the right to investigate the claim before making any refund. If we decide to investigate the claim before making a refund, we will carry out our investigations as quickly as possible. Nothing in this Clause 15 affects our right to investigate the circumstances after a refund has been made. If we subsequently determine that a payment transaction was authorised (or you have deliberately or with gross negligence failed to comply with the obligations in relation to the Security Instrument in Clause 19), we reserve the right to reverse any refund previously made, on giving you reasonable notice of our intention to do so.
16. Your Liability for Unauthorised Payment Transactions
16.1. For lost and stolen Security Instruments or misappropriation where you have failed to keep any personal security feature, for example any PIN or password, safe, your liability for any unauthorised Payment Transactions will be capped at £35 per each instance of loss, theft or misappropriation (not per Payment Transaction). You will not liable for any losses:
a) arising after you have notified us that the Security Instrument or your access details to any Security Instrument have been lost, stolen or misappropriated (in accordance with Clause 19;
b) if we have not provided a means for you to make the notification to us referred to in Clause 19 (subject to the force majeure provisions in Clause 22);
c) if we have not authenticated any of your Payment Transactions in accordance with our obligations under regulation 100 of the PSRs; or
d) where the Security Instrument has been used in connection with certain distance contracts (other than excepted contracts), as defined in the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013.
16.2. Where any unauthorised Payment Transaction arises from you acting fraudulently, or you intentionally or with gross negligence fail to comply with the obligations in Clause 19 Security Instruments – Your Obligations, you will be liable for all losses (including our losses).
17. Execution of Payment Orders – Time Limits and Value Dates
17.1. When you make a payment from your Account:
a) in Euros; or
b) in UK Sterling and both the payer and payee are based in the UK (a “UK National Sterling Transaction”); or
c) that involves one currency conversion between UK sterling and euros and that currency conversion is carried out in the UK (and where the Payment Transaction is being made to a payee in another EEA state, the amount transferred is denominated in euro),
to a payee whose payment services provider (e.g. bank) is located in the EEA, we will execute the Payment Transaction on the same Business Day if received before 12.00pm, or on the following Business Day if received after 12:00pm or on a non-Business Day, and shall ensure that the payment amount will reach the payee’s bank no later than the following Business Day.
17.2. When you make a payment:
a) in a currency of an EEA state other than Euros; and
b) which is not a UK National Sterling Transaction,
to a payee whose payment service provider (e.g. bank) is within the EEA we will execute the Payment Transaction on the same Business Day if received before 12:00pm, or on the following Business Day if received after 12:00pm or on a non-Business Day, and shall ensure that the amount of the Payment Transaction will reach the payee’s bank no later than the fourth Business Day following the time we debit the payment amount from your Account.
18. Incorrect or Non-Execution of Payment Orders
18.1. This Clause 18 is subject to the provisions in Clause 11 regarding Unique Identifiers.
18.2. Where an authorised Payment Order given to us by you or the payee is incorrectly or not executed we will be liable to you unless we can show that:
a) where you are the payer, the payee’s payment services provider received the amount of the payment transaction on time.
b) the non-execution or defective execution is the result of a force majeure event (Clause 22 of these Terms).
c) correct execution of the Payment Order would result in us breaking any provisions of applicable national or regulation.
18.3. Where we are liable for the incorrect or non-execution of the Payment Order under Clause 18.2 above, we will refund the amount of the Payment Transaction to you without undue delay. This liability will extend to charges and interest incurred by you.
18.4. Where you request us to do so, we will make reasonable efforts to trace and recover an incorrect payment made by us on your behalf.
19. Security Instrument Details – Your Obligations
19.1. You must take all reasonable precautions to prevent fraudulent or unauthorised use of Payment Services. In particular, it is essential that you, among other security measures:
a) take all reasonable steps to ensure that the Online Resources are kept safe. This includes each Authorised Person and the Client:
i. not telling anyone their Personalised Security Credentials;
ii. notifying FXPress using the contact details set out in Clause 20 as soon as it suspects or knows that someone other than themselves knows their Personalised Security Credentials or can otherwise gain access to the Online Resources or if a virus is found on the computer or other device the Client or any Authorised Person uses to obtain access to the Online Resources;
iii. logging off the Online Resources every time the computer (or other device used to gain access to the Online Resources) is left by the Client or the relevant Authorised Person;
iv. always ensuring that Personalised Security Credentials are not stored by the browser or cached or otherwise recorded by the computer or other device used to gain access to the Online Resources;
v. having recognised anti-virus software out on the computer or other device you use to gain access to the Online Resources;
vi. ensuring that the e-mail account(s), phone number, mobile phone number, computer and other network used to communicate with FXPress are secure and only accessed by the relevant Client or Authorised Person as these may be used to reset the Personalised Security Credentials;
vii. regularly checking your emails so that you are aware if there are unauthorised changes to your account such as new or amended payee details or new Payment Instructions.
b) take all reasonable steps to keep safe its Drafts and other documentary payment methods it receives;
c) use the Payment Services provided by FXPress in accordance with the terms and conditions for their use as indicated in these Terms and on FXPress’s website (and in the event of any conflict, these Terms shall prevail);
d) Notify FXPress in accordance with Clause 20 without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of any Personalised Security Credentials or the misappropriation of the Online Resources;
e) notify FXPress in accordance with Clause 20 without undue delay on becoming aware of any other unauthorised use of the Payment Service;
f) where FXPress communicates with and accepts written instructions from the Client’s e-mail address the Client must ensure that its e-mail account is secure.
19.2. FXPress may stop or suspend any Onward Payment (in whole or in part) and/or the Client’s use of the Payment Services and the Online Resources including all Personalised Security Credentials if it has reasonable grounds for doing so relating to:
a) the security of the Online Resources, the Payment Service or an Onward Payment;
b) the suspected unauthorised or fraudulent use of the Online Resources, the Personalised Security Credentials or an Onward Payment; and/or
19.3. Unless doing so would compromise reasonable security measures or be unlawful, before stopping or suspending any Onward Payment (in whole or in part) or the Client’s use of the Payment Service (as appropriate) or immediately after doing so, FXPress must inform the Client and give its reasons for doing so. As soon as practicable after the reason for stopping or suspending any Onward Payment (in whole or in part) or the Client’s use of the Payment Service (as appropriate) has ceased to exist, FXPress must allow the outstanding element of the Onward Payment or the resumption of the Client’s use of the Payment Service (as appropriate).
19.4. FXPress shall contact the Client either:
a) via email to the email account it holds on record as belonging to the Client; and/or
b) via one or both of the Online Resources if the Client has registered for same, in the event of suspected or actual fraud or security threats.
19.5. If the Client believes that a Payment Instruction has been given, or an Onward Payment made, in error and/ or was unauthorised by it, the Client must notify FXPress as soon as possible via the helpline or e-mail address listed in Clause 20. Failure to notify FXPress immediately on becoming aware of within the relevant timescale set out under these terms could result in the Client losing its entitlement to have the matter corrected.
Part 3: General Provisions
20. Instructions and Communications (security verification of emails, security check on phone instructions)
20.1. You may provide instructions (including FX Orders and Payment Instructions) and other communications to FXPress:
a) by telephone through FXPress;
b) by email to the designated account manager; or
c) using the online system provided by FXPress (the ‘Online System’) in accordance with Clause 30;
Unless a Clause provides otherwise, if instructions are required to be provided “in writing”, then you must provide such instructions either by email or, where made available to you, using the Online System.
20.2. You may authorise another named person (an ‘Authorised Person’) to give FX Orders and/or Payment Instructions to FXPress on behalf of you by providing written instructions to FXPress in accordance with Clause 20.
20.3. FXPress is entitled (but not obliged) to act upon instructions which are or reasonably appear to be from you or any Authorised Person. In particular, an Order received from an e-mail address or telephone number, set out by you in the Account Opening Form or otherwise used by you or an Authorised Person to communicate with FXPress, shall be sufficient to authenticate an Order as being from you and shall be deemed authorised by you pursuant to these Terms and the PS Regulations. In addition, FXPress shall be entitled to act upon Orders and instructions received from communication channels used by you or an Authorised Person to communicate with FXPress.
20.4. FXPress may contact you or your Authorised Person by telephone or by email at the contact details provided by you in the Account Opening Form or, where made available to you, by the Online System. It shall be your responsibility to inform FXPress of any changes to your or your Authorised Person’s contact details.
20.5. All communications between you and FXPress (including information and notifications which FXPress is required to provide to the Client in relation to the Payment Services) shall be in English.
21.1. If the Client fails to make any payment required under these Terms (including under any FX Contract or Payment Instruction) when it falls due, interest will be charged on the outstanding sum at a rate of five per cent per annum over the base rate of the Bank of England (or of such monetary authority as may replace it). Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.
21.2. FXPress may receive and retain or apply for its own benefit any interest which arises in respect of any sum held by FXPress in its Segregated Bank Accounts and Transaction Accounts.
22. Force Majeure
22.1. FXPress shall not be deemed to be in breach of these Terms or otherwise have any liability to the Client on the occurrence of any:
a) abnormal or unforeseeable circumstances beyond FXPress’s control, where the consequences would have been unavoidable despite all efforts to the contrary; or
b) obligations under other provisions of national or EU law or regulation (including, but not limited to, anti-money laundering legislation (“Force Majeure Event”).
22.2. FXPress shall notify you of the occurrence of a Force Majeure Event as soon as is reasonably practicable following such occurrence.
22.3. Where a Force Majeure Event occurs, FXPress may (at its option), on the subsistence of such force majeure event for fourteen (14) consecutive days, and will, on the subsistence of such force majeure event for twenty-eight (28) consecutive days, cancel the Contract and refund any sale currency paid under that Contract to you. You shall not be entitled to compensation in respect of any force majeure event.
23. Changes to These Terms
23.1. FXPress may amend these Terms insofar as they relate to Foreign Exchange Services by notice in writing or in accordance with Clause 20 to the Client at any time and such amendments shall take effect from the date specified by FXPress, but may not affect any rights or obligations that have already arisen and will not be retrospective.
23.2. Subject to Clause 23.3, FXPress may amend these Terms insofar as they relate to Payment Services by giving at least 2 months’ notice in writing to the Client. If the Client objects to the proposed amendments, it has the right, subject to Clause 23.4, to terminate these Terms as regards Payment Services without charge before the date proposed by FXPress for the entry into force of the changes. The Client will be deemed to accept the proposed amendments unless it notifies FXPress and terminates these Terms insofar as they relate to Payment Services before the date proposed by FXPress for the entry into force of the changes. If no objection is received from the Client, such amendments shall take effect from the date specified by FXPress but may not affect any rights or obligations that have already arisen and will not be retrospective.
23.3. FXPress does not need to provide any notice to you of:
a) any change to these Terms insofar as they relate to Payment Services which is more favourable to you; or
b) a change to the standard interest rate applying pursuant to Clause 21.1, which in each case may be applied immediately.
24.1. Termination for Convenience. The Client shall be entitled to terminate these Terms forthwith by written notice to FXPress subject to Clause 24.4. FXPress shall be entitled to terminate these Terms by giving the Client two months’ written notice.
24.2. Termination for Cause. FXPress may suspend Services and/ or terminate these Terms at any time without prior notice if:
a) a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to the Client;
b) any governmental, regulatory, or judicial authority directs or requests us to suspend or terminate these Terms;
c) a banking partner of ours requests that we terminate these Terms;
d) we have reason to believe that the Client is engaged in fraud, money laundering, or terrorist financing; or
e) where we have reason to believe that the Client may cause us to breach our internal risk policy.
24.3. Subject as otherwise provided in the Contract, upon the termination or expiry of these Terms for any reason and following the conclusion of any foreign currency transacted under these Terms, neither party shall have any further obligation to the other save for any rights, obligations and/or liabilities which have arisen under these Terms but have not been discharged prior to termination or expiry of the Contract.
24.4. For the avoidance of doubt, the termination of these Terms by the Client pursuant to Clause 24.1 or Clause 23.2 shall not affect any FX Contract nor any rights or obligations that have already arisen at the date of the termination. Following any such termination, any onward transfer of converted currency to a Payee shall be subject to such terms as FXPress and the Client shall agree.
25. Disputes and Complaints
25.1. If you are dissatisfied with any aspect of the services provided by FXPress, you may inform FXPress. All complaints should in the first instance be made in writing to FXPress in accordance with Clause 20 marked for the attention of the Compliance Department. FXPress will endeavour to review each complaint carefully and promptly.
25.2. If a complaint relates to the provision by FXPress of Payment Services, if you are not satisfied with FXPress’s resolution of the complaint, you may be entitled to refer the matter to the Financial Ombudsman Service (FOS). The FOS provides an out-of-court redress mechanism. Please see their website (www.financial-ombudsman.org.uk/consumer/complaints.htm) for information about how to contact the FOS and how to bring a complaint.
25.3. If a dispute arises between you and FXPress relating to the existence or terms of any FX Contract (a ‘Disputed FX Contract’), FXPress may close out or take any other action it reasonably considers appropriate in relation to the Disputed FX Contract (which may include suspension of performance of the Disputed FX Contract) pending settlement of the dispute without previously notifying and/or without having received instruction from you. FXPress will try to notify you (orally or in writing) what action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.
26. Client’s Representations and Undertakings
26.1. You represent to FXPress that, at the date of acceptance by you of these Terms, at the time each FX Order and each Payment Instruction is made, at the time each FX Contract is entered into and carried out and at the time each Onward Payment is made:
a) you are acting as principal for its own account;
b) you have full power, legal capacity and authority and have taken all necessary steps to enable it lawfully to enter into and perform these Terms and every FX Contract and Payment Instruction under these Terms;
c) for a Client who is not an individual, the person(s) entering into these Terms and executing the Account Opening Form on its behalf has been duly authorised to do so;
d) these Terms are binding upon the Client and enforceable against the Client (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and applicable principles of equity);
e) all sums paid to FXPress by you, under these Terms belong to you and are not subject to any charge or other rights of a third parties;
f) all information supplied to FXPress by you is, or at the time it is supplied will be, up to date, accurate in all material respects and that you have not omitted or withheld any information which would make such information inaccurate in any material respect;
g) you have a valid commercial or personal reason for requiring the currency it buys under each FX Contract, and have not entered into any FX Contract for investment or speculative purposes;
h) you will take physical delivery of the currency bought.
26.2. You will promptly provide to FXPress:
a) on request such information regarding its financial and business affairs and/or identity, as FXPress may reasonably require (including without limitation any information required by FXPress to be able to comply with its anti-money laundering obligations and policies); and
b) written confirmation of any changes to your telephone number and email and postal address(es).
26.3. For the avoidance of doubt, you will notify FXPress immediately if it becomes aware of the occurrence, or likely occurrence, of any of the events specified at Clause 9.1 above.
26.4. You undertake to FXPress that it shall promptly perform in timely fashion its obligations under these Terms, each FX Contract and each Payment Instruction.
27. Recording Telephone Conversations
27.1. FXPress may record telephone conversations with you, including recording oral instructions given by telephone. The parties agree to:
a) the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
b) the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.
27.2. If FXPress makes any recordings or transcripts it may also destroy them in accordance with its normal procedures.
28.1. These Terms, the Account Opening and the Online User Guide (defined in Clause 30 set out the entire agreement and understanding of the parties on their subject matter and supersede all previous oral and written communications on the same subject matter. In the event of any inconsistency, discrepancy or ambiguity between these Terms, the Account Opening Form and the Online User Guide, the provisions of these Terms (subject to Clause 30, then these Terms shall prevail.
28.2. If at any time any provision of these Terms or any Contract is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction nor the legality validity or enforceability of any other provision of these Terms or any Contract shall in any way be affected as a result.
28.3. Where you comprise two or more people as named in the Account Opening Form each person named in the Account Opening Form will be jointly and severally liable to FXPress in respect of all obligations contained in these Terms. Any reference to “You” in these Terms means all persons named in the Account Opening Form jointly and severally.
28.4. You must make all payments under these Terms in full without any deduction, setoff, counterclaim or withholding of any kind.
28.5. If a party fails to exercise or delays in exercising any right under these Terms, by doing so it does not waive such right. The rights provided in these Terms do not exclude other rights provided by law.
28.6. You acknowledge and agree that FXPress is permitted to carry out an electronic database search and search credit reference agencies in order to verify you, or any shareholder or officer of the Client’s, identity and credit standing. If such searches are carried out, FXPress may keep records of the contents and results of such searches in accordance with all current and applicable laws.
28.7. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms or to any FX Contract.
29. Data Protection
29.1. You authorise FXPress to collect, use, store or otherwise process any personal information provided by you or from the searches referred to at Clause 28.6 above (‘Personal Information’) to enable FXPress and/or members of FXPress’s group and/ or the organisation which introduced or referred you to FXPress to provide and/ or improve its services. This may mean passing Personal Information to individuals or organisations which may be located in countries outside the UK. Where your Personal Information is transferred outside the UK, FXPress will take steps to ensure that it is appropriately protected.
29.2. FXPress may also use the Personal Information to provide you with news and other information on FXPress’s services and activities which may be useful to you, subject to your consent. If you would prefer your Personal Information not to be used for such purposes, you should contact FXPress at the above address.
29.3. FXPress may pass on Personal Information to any organisations which FXPress considers may be of assistance to you (which may be located outside the UK) so that they may contact you with details of products and services which may interest you, subject to your consent. You have indicated in the Account Opening Form, or subsequently, whether you consent to receiving information from such organisations (including by e-mail or other electronic means) and where you consent to receiving information from organisations outside the UK.
29.5. If you wish to obtain a copy of your Personal Information, you should contact FXPress in writing in accordance with Clause 20.
30. Use of the Online System (where applicable)
30.1. You may be required to complete a user set-up form providing details of any Authorised Person whom may use any Online System which FXPress may make available to you. You will be required to confirm your agreement to any system restrictions and limits prior to you being granted access to access to the Online System. Such access will be on the terms and conditions as to the use of the Online System as may be made available by FXPress to you (the ‘Online User Guide’), which shall form part of these Terms. This Clause 30 applies subject to the provisions of the Online User Guide in relation to the Online System, and if there are any inconsistencies between this Clause 30 and the Online User Guide, the provisions of the Online User Guide will prevail. Terms which are not defined in this Clause 30 will have the meaning (if any) given to them in the Online User Guide.
30.2. You agree to use the Online System only in accordance with the Online User Guide and maintain any minimum operating and browser specifications as advised by FXPress from time to time.
30.3. You agree to be solely responsible for the protection of all passwords and you should notify FXPress immediately of any actual or suspected compromise of any password.
30.4. If there are any interruptions in the Online System which result in you being unable to use the Online System you should telephone FX Orders and Payment Instructions to FXPress.
31. Applicable Law
31.1. This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.
31.2. These Terms & Conditions shall be applicable in English language only. Any translations are solely provided for guidance. Only the English equivalent shall be enforceable.