(1) LINK FX PLC incorporated and registered in England & Wales with company number 03129173 whose registered office is at 71 Gloucester Road, London, England, SW7 4SS ("Link", "we", "us"); and
(2) Name Ltd, incorporated and registered in England with company number 12345 whose registered office is at Address ("Company", "you", "your").
(A) We are an authorised payment institution with a licence from the United Kingdom's regulator, the Financial Conduct Authority. Our Firm Reference Number with the FCA is 535266.
(B) You would like to work with us so that you can1.1 What this Agreement covers. This Agreement sets out the basis on which we will hold your money for you in your Account and enter into Contracts with you.
1.2 Why you should read them? Please read this Agreement carefully before you agree to them, as they provide you with information on your Accounts and will be incorporated into each Contract which is formed between you and us. They explain many of your responsibilities to us and our responsibilities to you, how and when each Contract and this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign-on procedures, top-up your Account and agree to this Agreement and enter into Contracts if you agree to be bound by this Agreement.
1.3 This Agreement shall come into force on the date that we confirm to you that you are a client and shall remain in force until terminated in accordance with this Agreement.
2.1 Who we are. We are Link FX PLC, a company incorporated in England and
Wales (company number: 03129173) with our head office and registered office at
71 Gloucester Road, London, SW7 4SS. We are authorised by the Financial
Conduct Authority:
(a)as an authorised payment institution with registration number 535266;
(b)pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017.
2.2 How to contact us. You may contact us by using the methods and contact details set out in clause 19.2.
2.3 How we may contact you. If we have to contact you, we will do so using the methods and contact details set out in clause 19.3.
2.4 'Writing' includes emails. When we use the words "writing" or "written" in this Agreement, this includes emails.
2.5 The following regulations of the Regulations shall not apply to you: (a) 40 to 62 inclusive; (b) 66(1), 67(3), 67(4); (c) 75, 77, 79; (d) 80, 83; and (e) 91, 92 and 94.
2.6 A different time period will apply for the purposes of regulation 74(1) of the Regulations
3.1 Definitions. In this Agreement, unless the context otherwise requires, the following words have the following meaning:
"Account(s)" means the account(s) you hold with us in which your money.
"Administration Fee" means a fee of £50.
"Agreement" means this agreement, as amended from time to time in accordance with clause 22.11.
"Authorised Users" means a person authorised by you to give Orders to us on your behalf.
"Beneficiary" means the person or entity which you wish to send monies to pursuant to a Payment.
"Beneficiary Account" means the bank account of the Beneficiary where the funds subject to a Payment will be sent.
"Business Day" means a day, other than a Saturday, Sunday or public holiday, when banks in London are open for business.
"Buy Currency" means the currency of the Buy Monies.
"Buy Monies" means the amount of money in the Buy Currency which you agree to purchase from us pursuant to an FX Contract.
"Contract" means both an FX Contract and a Payment Contract.
"FX Contract" means a contract entered into between you and us in accordance with this Agreement pursuant to which you agree purchase Buy Monies from us using money in the Sell Currency.
"FX Order" means a request from you to us to enter into an FX Contract.
"Manifest Error" means a misquote by us having regard to the current market conditions at the time an FX Contract is entered into.
"Online Platform" means the online platform, whereby you can (among other things) place Orders and view the balance of your Accounts.
"Order" means both an FX Order and a Payment Order.
"Payment" means the electronic transfer of your money held by us on your behalf, by us to a Beneficiary Account.
"Payment Contract" means a contract subject to this Agreement between us and you whereby we will execute a Payment on your behalf.
"Payment Order" means a request from you to us for us to enter into a Payment Contract with you.
"Privacy Policy" means our privacy policy, a copy of which is available on our Website.
"Regulations" means the Payment Services Regulations 2017.
"Sell Currency" means the currency of the money you use to purchase the Buy Monies in accordance with the terms of an FX Contract.
"we" and "us" means Link FX Plc, the details of which are set out in clause 2.1.
"Website" means our website from time to time.
"you" and "your" means the party receiving the services pursuant to this Agreement.
3.2 Construction. In this Agreement, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes emails.
5.1 Your Account is your account with us within which you can hold money in different currencies. The currencies which we offer change from time to time.
5.2 Your Account differs to a bank account in that money in your Account:
(a) will not be invested or lent to third parties; (b) will not accrue interest; (c) will be safeguarded in accordance with this clause but will not be covered by the Financial Services Compensation Scheme.5.3 You, or a third party on your behalf can add money to your Account by transfer of funds to a bank account, the details of which we shall provide you.
5.4 You must not hold your customers' money in your account.
5.5 We will add money to your Account at the time your money has arrived with us in cleared funds.
5.6 You can check the balance of your Account on the Online Platform. You can download information on your Accounts from the Online Platform during the terms of this Agreement.
5.7 We will deduct money from your Account:
(a) when it becomes subject to a Payment; (b) when you enter into an FX Contract; (c) when you owe us fees – please see the Schedule (Charges) for more information.5.8 We will check that you have enough balance in your Account before deducting money from it. If however your Account ever has a negative balance, you must immediately top up your Account.
When we receive money for your Account, it will be deposited in segregated bank accounts. This is commonly known as safeguarding. Segregated accounts are bank accounts which we hold with tier 1 banks and only hold client money and not our own money, to keep your money safe. Safeguarding your money means that in the unlikely event that we get into financial difficulties, the money which we safeguarded on your behalf will be protected from the claims of our creditors and should be returned to you in full.5.9 We accept no responsibility in the event that you send money to the incorrect account.
5.10 You may only hold money in your Account with us for a short period of time without holding a Payment Order. If we hold money for more than a short period of time without having received a Payment Order from you, we shall use reasonable endeavours to contact you to return the money to you. If we are unable to contact you, we may send the money, less any of our costs incurred, to the last known bank account we have on file for you.
5.11 We do not accept cash or credit or debit card or cheques as a means of payment. Any references in this Agreement to cleared funds shall not include payments made by cash, credit or debit card or cheque. Any funds paid to us by you: (a) in cash; or (b) by cheque, will incur a processing fee of 20%, subject to a minimum £100 charge. These funds may be returned to you less our processing fee if the source of funds is not proven to our satisfaction.
5.12 The fees for us managing your Account and providing you with the Online Platform and for receiving money into your Account are set out in the Schedule 1 (Charges). The monthly charges for having an Account with us and accessing the Online Platform are payable monthly in advance.
5.13 You are required to place a deposit of six times your Monthly Account fee with us upon entry into this Agreement. This amount may be revised from time to time depending on the volume of business you are placing with us and our perceived risk in having you as a client.
6.1 You must provide us with the names and contact details of all of your Authorised Users. We will accept Orders from Authorised Users and shall be entitled to assume that each Authorised User is authorised to make any Order on your behalf unless notified to the contrary in writing by you or an Authorised User. You must notify us immediately upon an Authorised User no longer being authorised to place Orders and communicate with us on your behalf.
(a) You and each Authorised User may only place an Order via the Online Platform.
6.2 How are Orders accepted? Orders can be accepted by via the Online Platform. Once accepted, such FX Order and/or Payment Order will form a Contract.
6.3 All Orders are accepted at our sole discretion. We accept no liability for any losses, damages or otherwise as a result of refusing to accept an Order.
7.1 You or an Authorised User may from time to time provide a Payment Order to us in accordance with clause 6. Following receipt of an Order, we, if we are willing to accept the Payment Order, will agree with you the terms upon which we are willing to enter into the Payment Contract.
7.2 We reserve the right to verify any Payment Orders received or appearing to be received from you by using the details provided by you and held by us. You accept that we cannot absolutely verify the accuracy or completeness of Payment Orders and accepts that they are sent at your risk.
7.3 You providing us with a Payment Order in accordance with this Agreement will be deemed by us as 'consent' for the execution of the Payment by you pursuant to regulation 67 of the Regulations. The Payment Order must confirm the details of the proposed Beneficiary Account (the "Unique Identifiers") which consist of the following:
(a) full name and address of the Beneficiary;
(b) the account details of the Beneficiary and the Beneficiary's payment service provider which shall be:
(1) the sort code and account number where the Beneficiary's payment service provider is located within the United Kingdom; or
(2) the IBAN and SWIFTBIC where the Beneficiary's payment service provider is located outside the UK; or
(3) such other details that we request from you;
(c) the amount and currency of the money you wish to transfer to the Beneficiary.
7.4 If you think that you have provided incorrect Unique Identifiers, you must contact us immediately by telephone or email using the contact details set out in clause 19.2.
7.5 The Payment Order shall be deemed to be received at the time at which it is received except that:
(a) where the Payment Order is received on a day which is not a Business Day or is received after 1 pm, London time on a Business Day, we have the right to treat your Payment Order as having been received on the next Business Day; and
(b) where it is agreed between us and you that a Payment is to be executed:
(1) on a specified day; or
(2) on the last day of a specified period; or
(3) on the day on which we hold enough money on your behalf in the correct currency to execute the Payment,
the time of receipt of the Payment Order is deemed to be the day so agreed unless such day is not a Business Day in which case the Payment Order is deemed to have been received on the first Business Day thereafter.
7.6 Following receipt of a Payment Order, we may:
(a) refuse that Payment Order and if we do so, we shall (unless it would be unlawful for us to do so) notify you of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that led to that refusal. Such notification shall be given to you as soon as practicable following the refusal and we may charge you for such notification where the refusal is reasonably justified. A Payment Order which is refused by us shall be deemed not to have been received for the purposes of clause 7.5; and/or
(b) request further confirmation or information from you or an Authorised User if we consider that such confirmation or information is desirable and/or that Payment Order is ambiguous.
7.7 The charges for executing Payments are set out in the Schedule (Charges). Charges for Payments shall be deducted from your Account or are otherwise payable by you at the end of each month.
7.8 You may not withdraw consent for a Payment Order after it has been received by us except if you have agreed with us that the Payment is to be made on a specific day in the future or on the last day of a certain period and the withdrawal of consent is received by us prior to the end of the Business Day preceding the specified day for the making of the Payment or the last day of that certain period.
7.9 Any withdrawal of consent for a Payment, in accordance with clause 7.8, must be received by us using the contact details set out in clause 19.2.
7.10 We may charge you the Administration Fee for any revocation of a Payment. In particular, but not by way of limitation you shall bear all costs, expenses and losses of us whatsoever that may arise on account of the revocation.
7.11 Where the Payment is denominated in:
(a) euro or sterling, we shall ensure that the amount of the Payment is credited to the Beneficiary's payment service provider's account by the end of the Business Day following that on which your Payment Order was deemed to be received;
(b) a currency other than euro or sterling but the account of the Beneficiary's payment service provider is located within the European Economic Area ('EEA'), we shall ensure that the amount of the Payment is credited to that account by the end of the fourth Business Day following that on which your Payment Order was deemed to be received; and
(c) a currency other than euro or sterling and the account of the Beneficiary's payment service provider is located outside the EEA, we shall endeavour to ensure that it actions the Payment as soon as is reasonably practicable.
8.1 You or an Authorised User may from time to time provide an FX Order to us in accordance with clause 6. Following receipt of an Order, we, if we are willing to accept the FX Order, will agree with you the terms upon which we are willing to enter into the FX Contract.
8.2 You are responsible for ensuring that the details you or the Authorised User supply to us are true, complete and accurate, and neither you nor any Authorised User will withhold or omit any information that may cause those details to be false or inaccurate.
8.3 We will not be bound by any FX Contract where it is reasonably determined by us that there is a Manifest Error in the purchase or sale price.
8.4 Once we have accepted an FX Order, you may only amend or cancel it if we expressly agree (and any such amendment or cancellation shall be on the conditions specified by us).
8.5 We may agree to notify you when we are able to provide you with a specific foreign exchange rate. Upon such notification, you may, at your discretion, place an FX Order with us. However, this service is provided on a no-liability basis, i.e. we will not be held liable for any losses you incur if we fail to notify you that we were able to offer you the specific foreign exchange rate. Providing you with this information shall by no means be interpreted as providing advice to enter into a FX Contract.
8.6 We may provide information about foreign exchange markets and related matters from time to time. However, we do not provide advice as to the merits of proposed Contracts and whilst we may provide information, you rely entirely on your own judgment when placing an Order.
8.7 We will always contract directly with you when entering into an FX Contract with you. We do not act on your behalf or as your agent when entering into a contract for foreign exchange with our counterparties.
8.8 FX Contracts being deliverable means that at maturity you must give instructions for delivery of the full amount of the Buy Monies to you or a third party. If you wish for the Buy Monies to be sent to a third party, you must enter into a Payment Contract.
8.9 We shall use the exchange rate set out in the Schedule (Charges) when we enter into an FX Contract with you.
9.1 The Online Platform is our platform where you can:
(a) make and cancel requests to enter into FX Contracts and Payment Contracts;
(b) view Payments you have executed;
(c) view the balance of your Account(s); and
(d) view the details of Contracts you have entered into.
9.2 You must take all reasonable steps to keep safe the Online Platform and all passwords used to gain access to the Online Platform. This includes you and each person authorised to access the Online Platform on your behalf:
(a) notifying us by telephone or email using the contact details set out in paragraph 19.2 without undue delay on becoming aware of:
(1) the loss or theft of your passwords required to access the Online Platform;
(2) the misappropriation or unauthorised use of the Online Platform;
(b) logging off the Online Platform every time the computer (or other device used to gain access to the Online Platform) is left by the person accessing the Online Platform; and
(c) ensuring that the passwords required to access the Online Platform are not stored by the browser or cached or otherwise recorded by the computer or other device used to gain access to the Online Platform.
9.3 We may suspend your use of the Online Platform on reasonable grounds relating to the security of the Online Platform, the suspected unauthorised or fraudulent use of the Online Platform.
9.4 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(1) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Online Platform in any form or media or by any means; or
(2) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Online Platform; or
(3) access all or any part of the Online Platform in order to build a service which competes with our service.
(b) use the Online Platform to provide services to third parties; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Online Platform available to any third party other than as provided pursuant to this Agreement, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Online Platform, other than as provided pursuant to this Agreement;
9.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Online Platform and, in the event of any such unauthorised access or use, promptly notify us.
9.6 The rights provided under this Agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company.
10.1 Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if:
(a) you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 2 weeks after being given written notice, referencing this clause 11.1(a) that you are late in making such a payment;
(b) you commit a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 10 days after being notified in writing to do so;
(c) you repeatedly breach any of the term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement;
(d) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admits inability to pay your debts or are deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you;
(h) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets;
(j) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(d) to clause 10.1(j) (inclusive);
(l) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
(m) you are subject to a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(n) any warranty given by you is found to be untrue or misleading.
10.2 Without affecting any other right or remedy available to you, you may terminate this Agreement with immediate effect by giving written notice to us if we no longer have a bank which is able to provide us with segregated client accounts.
11.1 Subject to clause 12.8, where it is established that:
(a) a Payment was not authorised by you or was incorrectly initiated or executed by us; and
(b) you have notified us by email using the email address set out in clause 19.2, without undue delay on becoming aware of the unauthorised or incorrectly executed Payment and in any event no later than 3 months after the date the Payment was made,
we shall refund to you the full amount debited erroneously immediately and the amount debited without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which we became aware of the unauthorised Payment, unless we have reasonable grounds to suspect fraud and notify the appropriate authorities.
11.2 We will not be liable for an unauthorised Payment where you have acted fraudulently or where you have intentionally or with gross negligence failed to comply with your obligations pursuant to paragraph 9.2.
11.3 Where paragraph 12.2 does not apply, you will be liable for up to £35 where the Online Platform has been misappropriated except where:
(a) the misappropriation of the Online Platform was not detectable by you prior to the Payment being executed, except where you have acted fraudulently; or
(b) the loss was caused by acts or omissions of any of our employees, agents or branches or any entity which carries out activities on our behalf.
11.4 If you become aware of the loss, theft, misappropriation or unauthorised use of any passwords used to gain access to the Online Platform or the misappropriation of the Online Platform in accordance you will be liable for all unauthorised Payments until you notify us of same.
11.5 Except where you have acted fraudulently, you shall not be liable for an unauthorised Payment:
(a) where we have failed at any time to provide you with appropriate means to notify us of the misappropriation or unauthorised use the Online Platform and this failure led to the unauthorised Payment; and/or
(b) where we were required by the Payment Services Regulations 2017 to apply strong customer authentication but have failed to do so and this failure led to the unauthorised Payment.
11.6 We are only liable for direct losses. We shall not be liable to you:
(a) for any delay or failure to perform our obligations under this Agreement relating to any FX Contract by reason of any cause beyond our reasonable control, but we shall try to perform those obligations as soon as it reasonably can in any event;
(b) for any loss resulting from the determination of our Manifest Error;
(c) us acting on a written, oral, telephone or electronic Order which reasonably appeared to us to be from you or an Authorised User;
(d) for any consequential or indirect loss (such as loss of profits, loss of contract or opportunity) you may incur as a result of us failing to perform our duties under an FX Contract; or
(e) for an amount greater than the maximum stated in clauses 12.11.
11.7 We shall not be liable for non-execution or defective execution in relation to a Payment which we have made in accordance with a Unique Identifier given to us by you which proves to be incorrect. However, we shall make efforts to trace any non-executed or defectively executed Payment and notify you of the outcome.
11.8 We are liable to you under clause 12.1 for the correct execution of a Payment unless we can prove to you (and where relevant, to the Beneficiary's payment service provider) that the Beneficiary's payment service provider received the amount of the Payment within the appropriate time period described in clause 7.11.
11.9 In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international transfer of currency, and such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to its delivery. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges cannot therefore be calculated in advance. You hereby acknowledge that you shall be liable for these charges.
11.10 We shall not be responsible in any way for any delay in payment under this Agreement relating to the foreign exchange services which is caused by you 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 you accept that you are solely responsible for ensuring that all payments which you are required to make under any FX Contract are made promptly and within the time limits specified by the particular FX Contract and this Agreement.
11.11 Our maximum liability under a particular FX Contract, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the value (expressed in sterling) of the currency sold by us under that FX Contract as at the due date of settlement of that FX Contract.
11.12 You shall, upon our demand, compensate us from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred in the proper performance of our obligations pursuant to FX Contracts or the enforcement of our rights under this Agreement and, in particular, but without limitation, against all amounts which we may certify to be necessary to compensate it for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by us (including loss of profit and losses and expenses from any action we take to seek to cover or reduce our exposure under any FX Contracts) as a result of:
(a) you breaching any provision of this Agreement relating to FX Contracts;
(b) us acting on Orders which reasonably appeared to us to be from you or an Authorised User.
11.13 Any amount certified by us under clause 12.12 shall, unless it is manifestly inaccurate, be conclusive evidence of any amounts payable under that provision. The provision in this clause 12 shall survive termination of this Agreement and any Contract.
12.1 If you fail to make any payment required under this Agreement within 30 days of it being due, interest will be charged on the outstanding sum at 2% per annum above the base rate, from time to time in force, of the Bank of England subject to a minimum fee of £25 per Business Day from 30 days after the date payment is due until the date payment is made and shall be compounded monthly and we shall be entitled to claim from you, our reasonable costs in recovering any sums overdue. Amounts due under this clause may at our reasonable discretion be converted to Pounds Sterling or any other currency at a rate to be reasonably determined by us. We shall use all reasonable endeavours to provide you with notice when you are 30 days late in making a payment.
12.2 If you request information or materials which:
(a) are not provided as part of the services; or
(b) are not otherwise required to be provided to you for free or subject to a maximum charge,
we may accept or decline the request and may charge an Administration Fee to fulfil such request.
12.3 Any transfer of funds (whether resulting from a Payment Contract or otherwise) may be liable to taxation in the UK or in any other applicable jurisdiction. It is your responsibility to ascertain the applicability and extent of any taxation and to declare and pay any tax on any such sums. In the event that we are required to withhold any sums in respect of taxation by any court, regulation or taxing entity in any applicable jurisdiction, we shall be permitted to do so. We shall have no obligation to account to you in respect of sums so withheld.
If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know. You may let us know by telephone, email or post using the contact details provided in clause 19.2. We have internal procedures for handling complaints fairly and promptly. A copy of our complaints procedure is available upon request.
14.1 You warrant and represent each time you place an Order with us that:
14.2 You understand and accept that you shall be responsible for performing your obligations under this Agreement, including under any FX Contract or Payment Contract. You shall indemnify and keep indemnified us in respect of any and all losses, liabilities, costs, claims, demands and expenses of any kind (including legal costs), taxes, imposts and levies which are or may be suffered or incurred by us as a result of any failure by you to perform any such obligation and of any fraud, negligence or wilful default.
15.1 A "Force Majeure Event" means any event which, in our sole and absolute discretion, is an exceptional or unusual market condition, including but not limited to:
15.2 If we determine that a Force Majeure Event exists, we may in our absolute discretion (without prejudice to any other rights it may otherwise have):
16.1 Information on how we process your personal data and the individual's rights and obligations are set out in our Privacy Policy, which can be found on our Website.
16.2 You and we agree:
(a) that you and us are each independent controllers; and
(b) you will be required to disclose personal data collected by you to us for the purpose of us complying with our regulatory obligations, fulfilling our obligations under this Agreement and for the other purposes set out in our Privacy Policy;
(c) that you and us shall each ensure that we have all necessary notices and consents in place to enable lawful transfer of personal data to the other party and the other party's employees and any third parties engaged to perform obligations in connection with this Agreement;
(d) that you shall give full information to any data subject whose personal data may be processed pursuant to this Agreement of the nature of such processing including a copy of our Privacy Policy;
(e) that you and us shall ensure, where reasonably possible, that all persons who receive personal data belonging to the other party are subject to written contractual obligations concerning confidentiality and taking care of the shared personal data;
(f) that you and us shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
(g) that you and us shall not transfer any personal data received from the other party outside the EEA unless the transferor ensures that the:
(1) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR;
(2) there are appropriate safeguards in place pursuant to Article 46 GDPR; or
(3) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
16.3 The personal data which we collect is set out in our Privacy Policy and relates to your employees, directors, partners, ultimate beneficial owners, representatives and consultants. We will disclose to you, the name, email addresses and telephone numbers of some of our employees.
17.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 18.2, 18.3 and 18.4.
17.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 We may disclose confidential information to the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee.
17.4 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
18.1 This Agreement is concluded in English, and all communications between you and us shall be in English only.
18.2 Any notice or other communication to be given by you to us pursuant to this Agreement shall be:
(a) sent by email to info@linkfx.co.uk;
(b) made by telephone to +44 (0)20 7340 6342;
(c) sent by post to our head office at 71 Gloucester Road, London, SW7 4SS.
18.3 Any notice or other communication to be given by us to you shall be sent:
(a) by email to any of the usual email addresses used by you or an Authorised User to communicate with us or the email addresses provided by you when becoming our client.
(b) by telephone using the telephone number provided by you when becoming our client or any subsequent telephone numbers provided by or used by you or any Authorised User to contact us.
18.4 Any notice shall be deemed to have been received if sent by email, at the time of the communication, or by post at 9.00 am on the Business Day after transmission, or if communicated over the telephone in the English language, at 9.00 am on the second Business Day after a letter having been deposited in the post to the address set out in this Agreement.
18.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.6 We shall use reasonable endeavours to ensure that electronic communications that it sends are free from viruses and other material which may cause harm to any other computer system. You undertake to do likewise with any electronic communications it sends to us.
18.7 We shall contact you via e-mail in the event of suspected or actual fraud or security threats, unless we are of the view that your e-mails may be compromised, in which case we shall contact you by telephone.
19.1 Your use of the Website will be governed by any legal notices or terms and conditions on the Website. In the event of any inconsistency between such legal notices and terms and conditions and this Agreement, this Agreement shall prevail.
19.2 You acknowledge that the display of any price quotation, volume, or other information by us on our Website does not constitute an offer to you to buy or sell. You further acknowledge that the display of any price quotation or market trading level does not constitute any guarantee that your FX Orders will be executed at the price or market level displayed or at the level specified in your FX Order. We accept no responsibility for the accuracy or completeness of any information displayed on our Website and make no representations or warranties in respect of such information.
19.3 We may provide links on our Website to certain Internet sites sponsored and maintained by third parties. Such sites are publicly available, and we provide access to such links solely as a convenience to you. We make no representations or warranties concerning the content of such sites, and the fact that access to such sites is provided does not constitute our endorsement, authorisation, or sponsorship of such sites.
20.1 You grant us a non-exclusive, royalty-free, licence to use and display your trademarks and other intellectual property rights including your name and logo generally and on our Website for the purpose of promoting our services including letting potential clients know that you are our client. We require your prior written consent, not to be unreasonably withheld, before publishing such intellectual property.
20.2 All rights in and to the reputation and goodwill associated with your trademark, including any reputation and goodwill that may accrue as a result of our use of the trademarks and other intellectual property, are reserved to and shall belong absolutely to you.
20.3 Nothing in this document shall grant us any right to use your trademarks or other intellectual property rights as part of our corporate or trading name and we undertake not to do so.
21.1 Recording of telephone calls. You agree that we may record telephone conversations between you and us and use such recordings or transcripts from such recordings, as evidence in any dispute or anticipated dispute. If we make any recording or transcript we may also destroy them in accordance with our normal procedure.
21.2 We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement and any Contract to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement or any Contract.
21.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this Agreement or any Contract to another person if we agree to this in writing.
21.4 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21.5 We are not partners and neither of us may act as the other's agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.6 Nobody else has any rights pursuant to this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
21.7 Establishing your identity. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017 (Money Laundering Regulations) require us to implement certain due diligence procedures including verifying your identity and the nature of your business (if appropriate). You agree to provide us with all the information we may require as part of our due diligence procedures. You agree that we may withhold any monies due until we have received all requested documentation.
21.8 To assist us with meeting our obligations, we may carry out an electronic verification check and credit reference check via third party providers in order to verify your or your shareholders or officers or partners or Authorised Users, identity and credit standing. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or credit reference agency check will leave a soft footprint on the individual or entity's credit history. You warrant that you have obtained the consent of each individual officer and shareholder to such checks being carried out.
21.9 We are also obliged to report any reasonable suspicions about Orders received and Contracts entered into to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your Orders, we can accept no liability for the consequences of being prevented from doing so.
21.10 Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement or any Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to fulfil the Contract, we can still require you to make the payment at a later date.
21.11 We can make amendments to this Agreement. We may amend this Agreement by giving you no less than two months' notice in writing. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of this Agreement by any means by you, shall not affect any Contract nor any rights or obligations that have already arisen at the date of the termination.
21.12 Which laws apply? This Agreement and any Contract to which this Agreement apply and any disputes or claims arising out of or in connection with this Agreement or any such Contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.
21.13 Where you may issue proceedings under this Agreement. You irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes or claims) and any Contract to which this Agreement apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to this Agreement.
21.14 This is our entire agreement with you. This Agreement, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
21.15 Do any other terms apply? By agreeing to this Agreement, you confirm that you have read and agree to our Privacy Policy.
Link FX Plc. • 71 Gloucester Road, London, SW7 4SS
www.linkfx.co.uk •
info@linkfx.co.uk •
0203 005 4808
HMRC Reg. No.: XYML00000104876 • FCA Reg. No.: 535266
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