The Currency Cloud is a company incorporated under the laws of England and Wales with a registered office at 12 Steward St, London E1 6FQ with registration number 06323311 and authorised and regulated by the Financial Conduct Authority (FRN: 900199) ("Currencycloud"). Currencycloud is a wholly owned subsidiary of The Currency Cloud Group Limited.
We operate a proprietary Payment Platform that automates the payment lifecycle from receipt of funds through currency conversion and payment. The Services we provide comprise Payment Services (described in Schedule 1), Foreign Exchange Services (described in Schedule 2) and Platform Services. Broadly, the Services allow you to transmit funds to recipients inside and outside the European Economic Area via electronic funds transfer, wire transfer and other electronic means and to buy and sell foreign currency. As stated above, Currencycloud is authorised by the Financial Conduct Authority (the “FCA”) under the Regulations for the issuing of electronic money and the provision of payment services with Firm Reference Number 900199
2.2 Security. It is your responsibility to ensure that the Payment Platform and the Account is only accessed by you or your Authorised Persons and that you procure that you, Authorised Persons, employees and agents keep your login details, password or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, improperly disclosed to a third party or used without authorisation or otherwise compromised you must contact Client Support immediately. We agree that we shall use industry standard practices to ensure that the Account is kept secure and will inform you promptly of any attempted hack or unauthorised access to the Account.
2.3 Suspension of Access. We may suspend your Account and/or your or Authorised Persons access to the Payment Platform and/or otherwise restrict functionality if you are in serious breach of these terms or if any of the events set out in Clause 10.4 occur. In all such cases we will, to the extent permitted under applicable laws provide you with reasonable notice in advance of taking these steps. However, we may suspend your Account and/or your or Authorised Persons access to the Payment Platform and/or otherwise restrict functionality without notice if you are using your Account or the Services in a manner that could cause us legal liability or disrupt other users’ ability to access and use the Services or any of the events set out in Clause 10.4 occur. Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.
2.4 Equipment. You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Payment Platform. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform.
2.5 Principal only. You confirm, represent and warrant to us at all times that you are acting on your own account and not on behalf of any other person.
3.1 Personal Data. By asking us to provide you with the Services, you will be providing us with information which includes Personal Data. In relation to such Personal Data, we shall act as a Data Controller and we shall collect, store and process such data in accordance with the Data Protection Legislation. In particular, we will implement appropriate technical and organisational security measures to protect any Personal Data provided by you. We will use any Personal Data (including, but not limited to Personal Data relating to any End Customer) solely to the extent necessary to allow us to provide you with the Services to assess our risks in doing so; and to comply with applicable law and regulations including in respect of Know your Customer (KYC) / customer due diligence requirements.
3.2 Identity. We may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow us to provide you with the Services and to assess our risks in doing so including credit standing and compliance with all KYC / customer due diligence requirements. A record of this process will be kept and may be used to allow our Group Companies to similarly provide you with services and to assess our risks in doing so. Information may also be passed to other organisations or persons to prevent fraud. Additionally, information may be passed to governmental, regulatory or judicial organisations to prevent fraud or financial crime where we consider it appropriate.
3.4 Responsibility for Data. You are solely responsible for (i) the content, quality, accuracy and completeness of your Personal Data and (any other data transmitted by you or on your behalf via or in connection with the use of the Payment Platform and the Services.
4.1 Fees. With the exception of Margin and deposit as described in Schedule 2, your Business Introducer (acting as your Authorised Person) shall be liable to us for all fees and charges for the Services. All fees for the Services shall be as set out in the commercial agreement entered into between us and your Business Introducer.
5.1 Client Help Centre. Currencies available for conversion, settlement schedule, payment cut-off times, and failed payment procedures are described in the Client Help Centre and the Services will be provided subject to and in accordance with the terms set out in the Client Help Centre and we agree to comply with the terms set out therein. We will also in accordance with the Regulations communicate to you the maximum execution time for a payment, the charges payable by you in respect of a payment, the cut-off time for the payment system we use to transmit your payment and (where applicable) a breakdown of the amounts of any charges. In all cases, the maximum execution time to process payment instructions (as opposed to currency conversions) shall be five (5) Business Days. However, in many cases and where required by the Regulations, Currencycloud may process a payment much faster. Please refer to the execution times set out in the Client Help Centre for more information.
5.2 Telephone Conversations. Any telephone conversations we have with you or Authorised Persons may be monitored and recorded by us and we may also maintain records of emails sent by or to you and your Authorised Person. You agree that we may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes and also in the prevention and detection of crime. However we may not make or maintain such recordings or records or be able to make them available to you.
5.3 Service Levels. We shall use all reasonable endeavours to ensure that the Payment Platform is available 99.5% of the time during each calendar month (“Availability”). Availability excludes unavailability due to scheduled maintenance or a force majeure event (as a force majeure event is further described below in section 11.7). In any case, we will promptly inform you if the Services or the Payment Platform become unavailable.
5.4 Help Desk: You or Authorised Persons may report incidents requiring our help by contacting Client Support by telephone or by sending an email which will be acknowledged by email or telephone during UK office hours within one (1) hour of the incident report. Reported incidents will be assigned to a Client Support representative, who shall coordinate support efforts with you or Authorised Persons through resolution of the reported problem. We will use all reasonable endeavours to resolve any incidents or problems relating to the Services as soon as is reasonably possible.
5.5 Scheduled Maintenance: We suspend access to the Payment Platform each evening at 10 p.m. (UK time) for fifteen (15) minutes in order to carry out scheduled maintenance. In addition, every week outside of UK Business Hours we may suspend access to upgrade the Payment Platform for no more than fifteen minutes. We will, to the extent practicable, provide you or Authorised Persons with advance notice of any other scheduled maintenance, including details of the expected Payment Platform downtime. Payment Platform downtime during scheduled maintenance carried out by us in accordance with this section shall not be counted as downtime for the purposes of Availability in Clause 5.3.
Any information or documents that you provide to us may be provided to us directly by you, or via your Business Introducer.
8.1 Reliance on Instructions by Authorised Persons. You agree that Currencycloud is authorised to rely on, and act on any instructions given by Authorised Persons. An instruction includes a payment instruction or an instruction relating to a transaction for the purchase or sale and delivery of currency. Currencycloud is entitled to treat any instruction as authorised by, you and is entitled (but not bound) to rely on that instruction if Currencycloud believes it to be appropriate.. If Currencycloud receives what it considers to be conflicting or ambiguous instructions from any Authorised Person on your behalf Currencycloud may, in its absolute discretion and without any liability on its part, decline to act whilst seeking clarification of that instruction. For the avoidance of doubt, a payment instruction shall be regarded as having been authorised by you for the purposes of the Payment Services Regulations 2009 if an Authorised Person has given his/its consent.
8.2 Authorised Persons. A Business Introducer shall be an Authorised Person and shall act as your agent for the purposes of you using the Services unless you have agreed otherwise with the Business Introducer. In the event that a Business Introducer does not act as an Authorised Person or ceases to act as an Authorised Person, you are required to inform us of this immediately.
9.1. Liability You shall be liable to us for all Losses from or in connection with:
(a) our acting on your prior instructions and Orders (including where applicable and without limitation, by e-mail, telephone and instructions via the Payment Platform); (b) anything relating to such instructions made on your behalf by an Authorised Person (including, in writing by e-mail and instructions via our website) to us or concluding Orders with us (whether orally or in writing); and save in each case to the extent that the Losses arise due to our negligence or fraud.
We shall not be liable to you for the non-execution of a payment or for the defective execution of the payment if the information you or an Authorised Person provides is incorrect or inaccurate. However, we will make reasonable efforts to recover the funds involved in the payment. Currencycloud may charge reasonable costs which are incurred by us for such a recovery. Such costs will be charged to the Business Introducer.
9.3 Unauthorised or incorrectly executed payments. Under the Regulations you may be entitled to redress for any unauthorised or incorrectly executed payments. In the case of an executed payment or withdrawal from your Account not authorised by you or an Authorised Person, we will refund the amount of the unauthorised payment to you and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment not taken place. If we fail to execute, or incorrectly execute, a payment unless we can establish that the beneficiary’s payment service provider received the amount of the payment transaction, we will refund to you the amount of the non-executed or defective payment transaction promptly after becoming aware of the error, and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place. We will also refund to you with any direct charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective execution of the payment transaction. Beyond this, we have no further liability to you for any unauthorised or incorrectly executed payments.
9.4 Aggregate liability. Subject to Clause 9.2 (Non Exclusion), if the claim relates to a specific Contract, our maximum liability to you, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the currency sold by us under the relevant Contract.
Subject to Clause 9.2 (Non Exclusion), in no event shall either party be liable to the other for any loss of data, loss of profits or any special, incidental, indirect or consequential Loss, howsoever arising.
9.5 Payee/beneficiary Bank Failure. We will not be liable for errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.
9.6 Our Negligence. If Losses are incurred due to our negligence or breach of contract, we will promptly attempt to correct the error. We will be liable for any direct losses such as bank fees and interest incurred as a result of our negligence or breach of contract. In no circumstances will we be liable for any unforeseeable losses incurred, such as loss of opportunity.
11.1 Changes to the Payment Platform. We reserve the right to modify and make changes to the Payment Platform at any time as we deem necessary to comply with applicable laws and regulations or business needs, provided that such modification shall not in our reasonable opinion degrade the functionality of the Payment Platform. Where possible, we shall notify you of such modification as soon as is reasonably practicable following our determining to make the modification.
11.10 Complaints. 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. We have internal procedures for handling complaints fairly and promptly in accordance with the FCA requirements. A copy of our complaints procedure is available upon request and on the Website. If you are an eligible claimant you can take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR.
The following provisions will apply to Payment Services
The following provisions will apply to the Foreign Exchange Services.
"Account" means the electronic money account you open and maintain with Currencycloud through the Website;
"Affiliates" means, in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity. An entity is deemed included within the meaning of “Affiliate” even if it qualifies as such after these Terms have been agreed to by you;
"Authorised Person" means any person authorised by you to give us instructions in relation to the Account and/or Payment Services and/or to conclude Orders on your behalf. A Business Introducer shall be an Authorised Person unless you have agreed otherwise;
"Business Day" means any day other than a Saturday or a Sunday or a public or bank holiday in England;
"Business Introducer" means the person which we have entered into a Business Introducer Agreement with. This person markets and promotes the Services and may, where authorised by you, act as an Authorised Person;
"Client Help Centre" means the information which is available online at http://help.currencycloud.com;
"Client Support" means our client support service which is available by calling our help desk at +44 20 3597 4800 during UK office hours to speak with a support representative or by sending an email to [email protected];
"Close Out" means any action we may take to close out, cover or reduce our exposure in relation to the relevant Contract including any action we reasonably consider appropriate in the circumstances;
"Contracts" means any one or more of the agreements between you and us for the sale, purchase, and delivery of currency;
Control of an entity means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise, and in any event and without limitation of the foregoing, any entity owning more than 20% of the voting securities of a second entity shall be deemed to control that second entity. Derivative forms of the term “Control” (e.g. Controlling and Controlled by) have corresponding meanings;
Currency Cloud Group means Currencycloud and its Affiliates from time to time.
Data Controller means the natural or legal person who determines alone or jointly with others the purposes and means of the collection and use of Personal Data.
Data Protection Legislation means the UK Data Protection Act 1998 (as amended or replaced from time to time), or from its effective date (25 May 2018), the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) and any other relevant data protection legislation which is applicable to the Services
Data Subject has the meaning given to it by the Data Protection Legislation;
Durable Medium means a medium which allows you to store information in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored;
FCA means the Financial Conduct Authority of the United Kingdom whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk;
Foreign Exchange Services means the foreign exchange services provided by Currencycloud including quoting and execution of foreign exchange contracts to sell and buy currency for any date up to 12 months;
Forward Contract means any one or more Contracts under which currency is bought and sold for delivery at a fixed future time which is at least 7 days (or longer) after the contract is entered into;
Group Companies means in relation to a company those companies which are subsidiaries, holding companies or subsidiaries of any holding company of such company, where the terms "subsidiary" and "holding company" bear the meaning given to them in section 1159 of the Companies Act 2006;
Insolvency Event means in relation to either party: If such party becomes insolvent or a bankruptcy petition is presented against any such person or any steps are taken to appoint an administrator, judicial factor or similar officer to any such party or to commence the winding up or dissolution of any such party or to otherwise apply to the court for a moratorium or make a proposal to creditors for a voluntary arrangement or any such party grants a trust deed for creditors or takes any action with a view to the readjustment, rescheduling forgiveness or deferral of any part of any such party’s indebtedness or any such person enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them (except for the purposes of a solvent reconstruction or amalgamation), or a receiver, receiver and manager, or other controller, administrator or similar officer to be appointed with respect to, or takes control of, the assets or undertakings of any such party;
Losses means all losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including legal fees actually incurred) and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties;
Margin collateral paid by you to us, including additional margin and increased margin;
Payment Platform means the Currencycloud online payment Platform that provides the functionality and connectivity via the Portal;
Payment Services means the e-money and payment services provided by Currencycloud to you including the receipt and holding of funds in the Account and execution of payment services or transactions on your behalf;
Personal Data has the meaning given to it by the Data Protection Legislation;
Platform Services means the access to information and market data via the Payment Platform provided by us to amongst other things, facilitate the booking and management of payments, track trades and report on balances and transactions on your Account;
Portal is either the ‘user interface’ on the Website or the ‘API Links’ depending on how you have registered with us to use the Services and in either case as such process or operating procedure may be amended or changed by us from time to time;
Regulations means the Electronic Money Regulations 2011 and the Payment Services Regulations 2009 as (as amended and replaced from time to time);
Regulations means the Electronic Money Regulations 2011 and the Payment Services Regulations 2009 as (as amended and replaced from time to time);
Settlement Date and Time means the date and time specified within the Contract, by which funds must be received by or available to Currencycloud;
UK Business Hours means Monday through Friday 9:00 am to 5:00 pm;
We, "us", "our" shall mean Currencycloud; and
You, "your" shall mean you the person who is contracting with us for the provision of the Services.