1. THE SERVICE
1.1 Application of these Terms: These Terms (including the Schedule) set out the terms and conditions applying to:
2. APPLICATIONS
2.1 New client: To establish the Account, the Client must complete an Application Form. The Application Form will be in such form (including in electronic form) and requiring such information as CurrencyOnline requires from time to time. CurrencyOnline may, in its absolute discretion, accept or decline an Application Form. These Terms will apply to the Client and CurrencyOnline from the time CurrencyOnline accepts the Application Form.
2.2 Subsequent new product offerings: CurrencyOnline may require the Client to submit additional Application Forms to access different kinds of FX Transactions or Services that may be subsequently offered by CurrencyOnline. CurrencyOnline may, in its absolute discretion, accept or decline any such application.
3. WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS
3.1 Client warranties: The Client warrants and undertakes that:
3.2 Information and advice: In relation to any FX Transaction and information or advice supplied by CurrencyOnline:
3.3 Client acknowledgements: The Client acknowledges and agrees that:
3.4 Repetition of warranties: Each warranty and acknowledgement by the Client is deemed to be repeated prior to each Order and on each day that a FX Transaction exists.
4. INSTRUCTIONS
4.1 Client request for FX Transaction: The Client may make an Order:
4.3 How a FX Transaction is accepted: A FX Transaction will come into force when an Order is accepted by CurrencyOnline. Acceptance may occur over the telephone or, in respect of an Order from a Client made using the On-line Service, when CurrencyOnline accepts the Client's offer.
4.4 Confirmation of a FX Transaction: If a FX Transaction has been accepted by CurrencyOnline, CurrencyOnline will confirm the details by emailing to the Client a Confirmation of the FX Transaction. The failure of CurrencyOnline to do so will not prejudice the rights or obligations of either party in respect of that FX Transaction.
4.5 Notification of errors and omissions: Unless the Client notifies CurrencyOnline of any error or omission within 24 hours of a Confirmation being sent by CurrencyOnline, the Client will be deemed to have ratified and accepted the contents of such Confirmation. After that time, the Client will not be entitled to dispute the contents of the Confirmation and it will (except where manifest error is accepted by CurrencyOnline) be conclusive evidence of the matters stated in it.
4.6 Written confirmation: Notwithstanding clause 4.1, CurrencyOnline may require written confirmation of any Order by the Client prior to accepting the Order.
4.7 Recording of telephone conversations: The Client agrees that CurrencyOnline may record and store recordings of all telephone conversations with the Client, with or without an automatic warning message or tone. CurrencyOnline may produce and store a transcript of the recorded telephone conversation and use either the transcript or the recording of the telephone conversation for the purposes of verifying the details of an Order or FX Transaction or to resolve any dispute between the Client and CurrencyOnline in respect of the FX Transaction or Service.
5. ON-LINE SERVICE
5.1 Additional Terms for On-line service: If you use our On-line Service, the additional Terms set out in Schedule 1 will apply.
6. FINANCIAL PROVISIONS
6.1 Payment in full: The Client must immediately make all payments due to CurrencyOnline pursuant to these Terms in full without any set-off, counterclaim or deduction.
6.2 Time of the essence: Time is of the essence in relation to the performance of payment obligations under these Terms.
6.3 CurrencyOnline deductions: CurrencyOnline may make any deductions it is required by law to deduct or is permitted to make under these Terms.
6.4 Bank cut off times and errors: The parties acknowledge that the banks through which payment of the FX Transaction is to be effected by CurrencyOnline have specified times of cut off for the receipt and dispatch of electronic payments (generally 4:00pm (New Zealand time) on each Business Day). CurrencyOnline accepts no responsibility for and will have no liability in respect of any delay in onward payment attributable to the late arrival of payment or payment instructions relative to the cut off times of the designated bank(s), their errors, omissions or delays or their failure to conduct the payments.
6.5 Bank charges: The Client acknowledges that bank charges and fees may be deducted by third party banks from payments to or from CurrencyOnline in the following circumstances:
6.6 Payment of cleared funds: CurrencyOnline is not required to pay Bought Currency to the Client or its order until CurrencyOnline has received in cleared funds the full amount of the Sold Currency and all applicable fees as notified by CurrencyOnline to the Client, and the Client has provided CurrencyOnline with onward payment instructions.
6.7 Interest for late payment: CurrencyOnline may charge the Client interest for the late payment of any sum due under these Terms or any Agreement at the rate of five percent per annum above CurrencyOnline's principal bank's base lending rate from time to time from and including the due date until payment is received in cleared funds. This rate is available from CurrencyOnline on request.
6.8 FX Transaction below Transfer Threshold: CurrencyOnline will charge the Client a Transfer Fee if the Sold Currency amount is below the Transfer Threshold. CurrencyOnline may vary both the amount of the Transfer Fee and the applicable Transfer Threshold from time to time. The Transfer Fee and the Transfer Threshold are available on CurrencyOnline's website.
6.9 Multiple payments: CurrencyOnline may charge a fee to the Client if the Client instructs CurrencyOnline to make more than one onward payment on settlement of a FX Transaction.
7. SPOT AND SAME DAY FX TRANSACTIONS
7.1 Spot FX Transactions: If the FX Transaction is a Spot FX Transaction, the Client must pay into the Nominated Account on such date or dates as CurrencyOnline directs, but no later than the Business Day immediately preceding the Value Date, the full amount of the Sold Currency in cleared funds as full payment for the FX Transaction.
7.2 Same Day FX Transaction: If the FX Transaction is a Same Day FX Transaction, the Client must pay the full amount of the Sold Currency into the Nominated Account in cleared funds by no later than the time stipulated by CurrencyOnline on the day of the Same Day FX Transaction.
8. FORWARD FX TRANSACTIONS
8.1 Forward FX Transactions and Margin:
8.2 Agreements and Acknowledgements: The Client agrees to and acknowledges each of the following:
8.3 Frequency of Margins: CurrencyOnline will assess the need for a Margin Call on a daily basis and may make a Margin Call after it completes each assessment.
8.4 Margin not a debt due: Any amount of Margin or other net positive amount credited to the Account will not constitute a debt due by CurrencyOnline to the Client.
8.5 Predelivery and Rollovers: The Client acknowledges that in respect of FX Transactions, if the Client requests:
9. MARKET ORDERS
9.1 Entry into Market Orders: The Client may make a Market Order in the manner set out in clause 4.1. Clauses 4.2 and 4.3 will not apply to Market Orders.
9.2 Target Rate and cancellation: For each Market Order:
9.3 Stop loss Market Orders: CurrencyOnline will execute each stop loss Market Order at the first available price at which CurrencyOnline is able to transact with its bank counterparties after the Target Rate has been reached.
9.4 Client acknowledgements: The Client acknowledges and agrees that:
10. TERMINATION AND SET-OFF
10.1 CurrencyOnline may terminate: CurrencyOnline will have the right (without notice to the Client) to terminate and Close Out, at that time or any later time as CurrencyOnline determines some or all FX Transactions if any of the following events occur:
10.2 Notice of termination: CurrencyOnline must promptly give notice of termination to the Client after exercising its termination rights under clause 10.1
10.3 Client to notify CurrencyOnline: If the Client becomes aware of the occurrence of any event referred to in clause 10.1, the Client must give CurrencyOnline notice of such event immediately.
10.4 Termination by Client:The Client may terminate any FX Transaction by giving written notice to CurrencyOnline if any of the following events occur:
10.5 Netting agreement: If one or more FX Transactions are terminated by either party under these Terms, CurrencyOnline may elect to net the payments due and payable but unpaid from CurrencyOnline to the Client and from the Client to CurrencyOnline on termination (together with any other payments due and payable but unpaid from CurrencyOnline to the Client and from the Client to CurrencyOnline in respect of any other FX Transaction or otherwise) so that one netted balance is calculated by CurrencyOnline and notified to the Client as soon as reasonably practicable after termination. The obligations of the Client and CurrencyOnline to make all such payments will be satisfied by the payment of the net amount due from the party having a net debit to the party having the net credit provided that those obligations of the party having the net credit will be deemed to be satisfied and discharged on the date such payment is due, regardless of whether the payment is made. The party with the net debit will pay the net amount due to the party having the net credit on the date on which that notice is given.
10.6 Costs and expenses of termination: The Client is liable to CurrencyOnline for any costs and expenses CurrencyOnline reasonably incurs in connection with the exercise of its rights under this clause 10 (including legal costs on a solicitor and own Client basis), together with interest on those costs and expenses at the rate of five percent per annum above CurrencyOnline's bank's base lending rate at the time the costs and expenses are incurred. The Client authorises CurrencyOnline to withdraw the amount of such costs, expenses and interest from any funds held to the account of the Client.
10.7 Amount payable: When CurrencyOnline calculates the amount payable in relation to each FX Transaction terminated and Closed Out (the Close Out Amount) in accordance with clause 8.5, 10.1 or 10.4, CurrencyOnline, in its reasonable discretion:
10.8 Set off: The Client agrees that CurrencyOnline may set off any money due and payable by the Client to CurrencyOnline under the Agreement or in respect of any FX Transaction or otherwise against any money of the Client held by CurrencyOnline or any money payable by CurrencyOnline to the Client. The Client authorises CurrencyOnline to withdraw the amount set-off from any funds held to the account of the Client and/or in the Account. This clause will not limit any right of set-off, combination of accounts, or rights of retention or withholding that CurrencyOnline may have at law or in equity.
11. LIMITATION OF LIABILITY
11.1 Entire liability: This clause sets out CurrencyOnline's entire liability to the Client for any loss.
11.2 Client aware of nature of foreign exchange: The limitation and exclusion of liability is set on the basis that the Client is aware of the volatile nature of foreign exchange and is not speculating.
11.3 No liability for currency fluctuations:CurrencyOnline will not be liable to the Client for any loss which arises as a result of currency fluctuation between the entry into a FX Transaction and the Value Date.
11.4 No liability unless negligence: Subject to clause 11.7, notwithstanding anything in these Terms or in any Agreement, to the extent permitted by law CurrencyOnline will not be liable to the Client for any loss whether arising out of these Terms, the Service, or any FX Transaction by reason of any cause of action arising in contract, tort or otherwise, save except to the extent of losses caused by the negligence of CurrencyOnline in the performance of a FX Transaction.
11.5 No liability for loss resulting from third party failure or any other cause: Subject to clause 11.7, notwithstanding anything in these Terms or in any Agreement, to the extent permitted by law CurrencyOnline will not be liable in any circumstances for any loss of profits, economic changes, goodwill, anticipated savings, loss caused by the failure or delay of any third party in the transmission, provision or delivery of the Service, or any special, indirect, incidental or consequential loss whether resulting from currency speculation, from purposes associated with the Client's personal business or from any other cause whatever, regardless of the legal basis or form of action (including loss or damage suffered by the Client as a result of an action brought by a third party) and even if such loss was reasonably foreseeable or CurrencyOnline was advised as to the possibility of that.
11.6 Client indemnity: The Client indemnifies and will keep CurrencyOnline indemnified against any and all liabilities, costs and expenses (including legal costs on a solicitor and own client basis) incurred by CurrencyOnline in the proper performance of the Services and the enforcement of its rights under the Terms and, in particular, without prejudice to the generality of the foregoing, in respect of all amounts necessary to compensate CurrencyOnline for any and all liabilities, costs and expenses sustained or incurred by CurrencyOnline (including but not limited to CurrencyOnline's loss of profits) as a result of or in connection with:
11.7 Causes beyond CurrencyOnline's control: Subject to clause 11.8, notwithstanding anything in these Terms or in any Agreement, to the extent permitted by law CurrencyOnline will not be liable to the Client for any delay or non-performance of its obligations under these Terms or any Agreement arising from any unusual and unforeseeable cause or causes beyond its reasonable control which could not have been avoided by CurrencyOnline even if all due care had been exercised including, without limitation, any Act of God, governmental act, war, fire, flood, earthquake, explosion, civil commotion, failure of computer equipment or communications systems or industrial dispute as a result of which it is impractical, impossible or illegal for CurrencyOnline to comply with any of its obligations under these Terms or any Agreement.
11.8 Limit on liability: If by law the liability of CurrencyOnline cannot be excluded or limited as provided in these Terms, then the exclusion or limitation is to be deemed to be varied so as to limit the liability of CurrencyOnline to:
12. GENERAL
12.1 Obligations under licence: Nothing in these Terms affects CurrencyOnline's obligations under any statutory authorisation or licence.
12.2 Consumer Guarantees Act: The Client warrants and acknowledges that if the Services acquired from CurrencyOnline are for the purposes of a business, then nothing in the Consumer Guarantees Act 1993 will apply to the Services or any FX Transaction.
12.3 Independent contractor: CurrencyOnline is an independent contractor in providing the Services to the Client. CurrencyOnline does not owe the Client any duty to offer the Client the best possible price or terms in the Client's favour nor is CurrencyOnline required to act in the Client's best interests. CurrencyOnline will honour any pricing commitment it may make to the Client from time to time. These Terms and any FX Transaction do not establish any relationship of partnership, joint venture, employment, franchise or agency between the Client and CurrencyOnline nor impose any fiduciary duty on Currency Online.
12.4 Exercise of discretions: CurrencyOnline has discretions under these Terms which can affect the Client's Account and FX Transactions. The Client does not have any power to direct how CurrencyOnline exercises its discretions. When exercising CurrencyOnline's discretions CurrencyOnline will comply with its legal obligations. CurrencyOnline will have regard to (but not be bound by) its policies and have regard to managing risk (including financial, credit and legal risks) for CurrencyOnline and all of CurrencyOnline's clients, CurrencyOnline's obligations to its counterparties, market conditions and CurrencyOnline's reputation. CurrencyOnline will always try to act reasonably in exercising CurrencyOnline's discretions but CurrencyOnline is not obliged to act in the Client's best interests or to avoid or minimise a loss in the Account.
12.5 Survival of obligations: The termination of any FX Transaction or any Agreement is without prejudice to any pre-existing liabilities or obligations of a party. The provisions of clause 11 will survive termination of any FX Transaction, completion of any FX Transaction or termination of the Service or any Agreement.
12.6 Single agreement: Notwithstanding any other provision of these Terms to the contrary, all FX Transactions are entered into in New Zealand under one single contract between CurrencyOnline and the Client on these Terms (as amended from time to time), and agreements for FX Transactions do not constitute separate severable contracts. References to "any Agreement" in these Terms shall, as the context requires be deemed to be a reference to the agreement of the parties in relation to the relevant FX Transaction under the Agreement. These Terms and any applicable Confirmation set out all of the agreement between the Client and CurrencyOnline except only for those provisions which are imposed by law and which cannot or have not been excluded by these Terms.
12.7 Entire agreement: These Terms and the Agreement (including any Confirmation) will constitute the entire agreement and understanding of the parties in relation to the subject matter of the Agreement and supersede all oral communications and prior writing relating to them.
12.8 Assignment: The Client may not assign or otherwise transfer the benefit of any Agreement without the express written consent of CurrencyOnline. CurrencyOnline may without prior notice to the Client assign or novate its rights and obligations under these Terms to any third party and the Client consents to any such assignment or novation.
12.9 No waiver: Any failure by either party to exercise, and any delay, forbearance or indulgence by either party in exercising, any right, power or remedy under these Terms will not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
12.10 Illegality: Notwithstanding that any provision of these Terms is determined by a court to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason, that provision is deemed omitted without affecting the legality of the remaining provisions which will continue in full force and effect.
12.11 Amendments: CurrencyOnline may amend these Terms from time to time by giving notice in writing to the Client in accordance with clause 12.12 or by informing the Client of the change by telephone or by posting details on CurrencyOnline's website. The amendment is deemed to be accepted by the Client if the Client continues to use the Services. These changes will be effective and binding when issued. Any such amendment will not be retrospective or affect any rights or obligations that may already exist in respect of any then outstanding FX Transactions.
12.12 Notices: All notices or demands under these Terms or any Agreement must be in writing (including electronic form) in English and may be given to, or served on a party by facsimile, electronic mail or personal delivery to the address or facsimile number advised by the relevant party from time to time. Any notice or demand given or made by CurrencyOnline under these Terms will be deemed to be delivered as follows:
12.13 Taxes: The Client acknowledges and accepts that CurrencyOnline does not collect tax for any authority in any form or manner unless required by law. It is the sole obligation of the Client to calculate and pay all taxes applicable to the Client.
12.14 Client details: The Client will be solely responsible for ensuring that the details the Client supplies to CurrencyOnline to enable CurrencyOnline to perform the Service, including without limitation, the Client's contact details, the details of any Order or FX Transaction and the Client's onward payment instructions, are true and accurate and up to date. The Client must not withhold or omit any information that would render those details false or inaccurate. The Client agrees to notify CurrencyOnline immediately where the Client becomes aware of any error or change in the details the Client has supplied to CurrencyOnline.
12.15 Disclosures to Client: The Client acknowledges and agrees that any disclosure statement or other document required to be given to the Client by law may be given to the Client by being placed on an identified website of CurrencyOnline or be sent by electronic means to the email address nominated by the Client in the Application Form or as subsequently nominated by the Client in writing.
12.16 Costs: The Client acknowledges that the Client is responsible for the Client's own legal and other costs associated with entering into these Terms and for all Taxes and expenses incurred by the Client in connection with these Terms, including any FX Transaction entered into under these Terms.
12.17 No set-off: All payments by the Client under these Terms are to be made without any set-off by the Client, counter claim or condition made by the Client and without the Client making any deduction or withholding for any Tax or any other reason unless the deduction or withholding is required by applicable law or the set-off arises by express application of the Terms.
12.18 Deduction or withholding: If:
then the Client:
12.19 GST: If New Zealand Goods and Services Tax or any sales Tax in another jurisdiction ("GST") is payable on a taxable supply made by CurrencyOnline under, by reference to, or in connection with these Terms, the Client must also pay on or before the due date for the payment of the GST the amount of GST payable in respect of that taxable supply. This clause does not apply to the extent that consideration for a supply is expressly stated to the Client to be GST inclusive.
12.20 Joint and several obligations: If more than one person is named as the Client the obligations of the Client under these Terms will bind each of them jointly and severally.
12.21 Introducing affiliates: If the Client has been introduced to CurrencyOnline by an affiliate of CurrencyOnline, the Client acknowledges and agrees that CurrencyOnline may provide a commission to that affiliate on a per trade or other basis.
12.22 Trading Hours: CurrencyOnline intends to, but is under no obligation to, quote rates, accept instructions in relation to FX Transactions and otherwise provide the Service during its Trading Hours. CurrencyOnline may change its Trading Hours from time to time (including by way of a temporary suspension) and may specify different Trading Hours for the On-line Service or any other Service. CurrencyOnline will use reasonable endeavours to post details of any change on CurrencyOnline's website prior to the effective date for the change.
13. ANTI-MONEY LAUNDERING
13.1 AML/CFT Laws: The Client acknowledges that:
13.2 Delay or refusal to provide Services: The Client agrees that:
13.3 Provision of information: The Client agrees to provide CurrencyOnline with all information and documents which CurrencyOnline reasonably requires to comply with any law in New Zealand or any other country, including any AML/CFT Laws. The Client agrees that CurrencyOnline may disclose information which the Client provides to CurrencyOnline, or about FX Transactions the Client has with CurrencyOnline or which the Client seeks to conduct with CurrencyOnline and payments made, if CurrencyOnline is required to do so by any law in New Zealand or in any other country.
13.4 Anti-money laundering checks: CurrencyOnline will need to conduct checks on the Client to comply with AML/CFT Laws. The Client authorises CurrencyOnline to use electronic and such other means of conducting AML/CFT checks as CurrencyOnline deems to be necessary, including using third party service providers, and the Client authorises CurrencyOnline to disclose to such service providers any information provided by the Client to CurrencyOnline.
13.5 Compliance with laws: The Client represents and warrants to CurrencyOnline that the payment of moneys by CurrencyOnline in accordance with the Terms, or any instructions given by the Client, will not breach any law in New Zealand or any other country.
14. COMPLAINTS
14.1 Dispute resolution processes: CurrencyOnline is committed to the delivery of excellence through its high customer service standards. Should the Client be dissatisfied with the service provided, the steps set out in clauses 14.2 to 14.3 below should be followed as part of CurrencyOnline's internal and external dispute resolution procedures.
14.2 Internal complaints procedure: The Client should seek to have their complaint resolved by CurrencyOnline in the following manner prior to commencing any external complaints procedure set out under clause 14.3:
14.3 External complaints procedure: CurrencyOnline is a member of independent dispute resolution schemes operated by independent providers (the Dispute Resolution Schemes).
15. GOVERNING LAW
15.1 New Zealand law: These Terms and any agreement will be governed by and interpreted according to the laws of New Zealand and the Client consents and submits to the jurisdiction of the courts of New Zealand.
15.2 Governing language: The governing language of the Agreement is the English language and all notices and other communications between the Client and CurrencyOnline must be made in the English language.
15.3 Compliance with laws: Without limiting the foregoing, the Client warrants and acknowledges that laws regarding foreign exchange contracts vary throughout the world, and it is the Client's obligation to ensure that they fully comply with any law, regulation or directive, relevant to their country of residency with regards to FX Transactions and the Service. The Client is responsible for ensuring that its use of the CurrencyOnline Service does not cause a breach of any laws, regulations or directives in their country of residence.
16. AUTHORISED PERSONS
16.1 Initial Authorised Persons: The Authorised Persons named during the application process are each authorised by the Client to give instructions for the Services to be acquired from CurrencyOnline by the Client.
16.2 Further Authorised Persons: If the Client notifies CurrencyOnline that it is authorising a person to convey the Client's instructions to CurrencyOnline, CurrencyOnline is entitled to rely on the instructions of that person and implement them.
16.3 Privacy Policy and Anti-money laundering checks: For each person the Client names as an Authorised Person, CurrencyOnline:
The Client warrants that it has given to each such person a copy of these terms and conditions and that such person has authorised the Client to agree to the matters referred to in this clause 16.3 prior to the Client naming them as an Authorised Person. The Authorised Person on accepting these terms and conditions, acknowledges and agrees to those matters.
17. PRIVACY POLICY
17.1 Personal information: CurrencyOnline collects and retains information about the Client that CurrencyOnline believes is necessary to help administer business between the two parties and to keep the Client aware of improvements to CurrencyOnline's services and products and to provide the Client with other relevant information. CurrencyOnline collects two types of information:
17.2 Reason for collection: Personal information is collected to meet both internal and external compliance requirements, and to enable CurrencyOnline to open an Account for the Client and be in a position to commence business. FX Transaction information reflects the business of customers with CurrencyOnline and provides an historical record of business activity which is necessary as a means of monitoring and mitigating money-laundering and also to enable CurrencyOnline to keep aware of the Client's foreign currency exchange needs.
17.3 Disclosure within CurrencyOnline Group: Client information may be disclosed and used as among members of the CurrencyOnline Group in connection with the provision of foreign currency exchange services to the Client and for other purposes connected to the business of the CurrencyOnline Group.
17.4 Other disclosure: Client information will only be disclosed outside of the CurrencyOnline Group when expressly permitted by the Client, when required by law, or requested by a regulatory body or in accordance with clause 13.
17.5 No sale of information: CurrencyOnline does not sell, publish or freely give away Client personal or FX Transaction information. The Client's personal information will be treated strictly in accordance with the governing law and CurrencyOnline's policies from time to time.
18. INTERPRETATION
Unless the context otherwise requires, the following expressions are defined for these Terms.
Account means, in relation to the Client, a running account maintained by CurrencyOnline for the purpose of recording credits and debits in relation to FX Transactions, Margin and other financial requirements.
Agreement means the agreement between CurrencyOnline and the Client on these Terms made when CurrencyOnline accepts the Client's application, as these Terms are amended from time to time (as more particularly described in clause 12.6).
Application Form means the form of application by which a person applies to become the Client of CurrencyOnline and to open an Account or by which the Client may apply to access different kinds of FX Transactions, as accepted by CurrencyOnline, by whatever means that form is given.
Authorised Person means the person(s) (if any) described as the Client's authorised agent in the Application Form or another person later notified by the Client to CurrencyOnline in accordance with these Terms.
Bought Currency means the amount of currency received by the Client in return for the Sold Currency.
Business Day means a day on which the trading banks are open for business in Auckland, New Zealand excluding a Saturday, Sunday or public holiday.
Client means the person who, as the applicant, completes and delivers to CurrencyOnline the Application Form, as accepted by CurrencyOnline as the Client.
Close Out means to enter into an equal and opposite FX Transaction with the effect of terminating the original FX Transaction resulting in a set-off of the amounts owing on each of those FX Transactions and a net amount owing calculated in accordance with these Terms. Closed Out and Closing Out shall have the corresponding meanings.
Confirmation means CurrencyOnline's written document setting out the details of an FX Transaction sent to the Client by email following CurrencyOnline accepting an Order from the Client.
Contact Details means
CurrencyOnline means CurrencyOnline Limited (Company number 313007) whose registered office is at Level 15, 66 Wyndham Street, Auckland New Zealand.
CurrencyOnline Group comprises CurrencyOnline, HiFX Limited of New Zealand, HiFX Australia Pty Ltd of Australia, HiFX Plc. of England and their associated and related bodies corporate.
Forward FX Transaction means a FX Transaction whose Value Date is later than two Business Days after the transaction is agreed.
FX Transaction means any transaction between the Client and CurrencyOnline to purchase and deliver currency (including Same Day FX Transactions, Spot FX Transactions and Forward FX transactions).
GST means goods and services tax in terms of the Goods and Services Tax Act 1985, at the prevailing rate from time to time.
Margin means the amount credited to the Account after payment to CurrencyOnline by the Client, adjusted for any reduction corresponding with payments by CurrencyOnline to the Client. Margin is part payment for the Bought Currency.
Margin Call means a direction by CurrencyOnline to the Client to pay such additional amounts (not exceeding the full amount of the Sold Currency) as it may reasonably require.
Market Order means an Order under which the Client requests to enter into a Spot FX Transaction or Forward FX Transaction with CurrencyOnline in the future in accordance with clause 9 when the relevant exchange rate reaches the Target Rate.
Nominated Account means the CurrencyOnline bank account nominated by CurrencyOnline from time to time into which the Sold Currency and/or Margin will be paid by the Client.
On-line Service has the meaning set out in Schedule 1.
Order means the Client's offer to CurrencyOnline to enter into a FX Transaction.
Same Day FX Transaction means a FX Transaction whose Sold Currency is sold for the Bought Currency by the end of the same Business Day.
Security Information means any email address, username, password, or logon code of the Client (including of an Authorised Person) used for the On-line Service.
Service means the financial service of issuing FX Transactions to the Client, managing those FX Transactions (including the settlement of FX Transactions), the Account and all ancillary services.
Sold Currency means the sums payable in the agreed currency by the Client to CurrencyOnline in consideration of the FX Transaction including, without limitation, any Margin.
Spot FX Transaction means a FX Transaction where the Value Date is two Business Days after the date the Client's Order is accepted.
Target Rate means the rate at which a Market Order is executed, being the exchange rate specified by the Client for the Market Order plus CurrencyOnline's margin over the wholesale exchange rate CurrencyOnline is able to obtain from its bank counterparties.
Tax means any tax, stamp or other duty, impost, levy, and any other charge, deduction or withholding of a similar nature whether in New Zealand or elsewhere.
Transfer Threshold means the amount listed on CurrencyOnline's website from time to time as being the limit of the Sold Currency in which a transfer below that amount will attract the Transfer Fee.
Trading Hours means the hours in which CurrencyOnline and the On-line Service are available for entering into FX Transactions, as set out on CurrencyOnline's website from time to time.
Transfer Fee means the fee listed on CurrencyOnline's website from time to time charged by CurrencyOnline (in Sold Currency) when the amount of the Sold Currency transferred is below the Transfer Threshold.
Value Date means the date specified by CurrencyOnline on which the FX Transaction matures.
Volatile Market Conditions means abnormal or unusual conditions in any foreign currency market that, in the opinion of CurrencyOnline, results in, or is likely to result in, a material effect, volatility or uncertainty in the price or availability of any currency.
Website means www.currencyonline.com and includes the electronic transacting platform and CurrencyOnline services available through the use of that website.
1. This Schedule 1 contains provisions which, in addition to the other Terms, govern the use of the Website, any on-line or other electronic transacting or any information service CurrencyOnline provides or makes available to the Client (including, without limitation, all software and communication links) under which the Client will (among other things):
2. An On-line Service may be a proprietary service provided by CurrencyOnline, or a service provided to the Client by a third party pursuant to an arrangement with CurrencyOnline. To the extent that the On-line Service is provided to the Client by CurrencyOnline, CurrencyOnline grants the Client a non-exclusive and non-transferable licence to use the On-line Service subject to the terms in this Schedule 1.
3. By accessing the Website or using the On-line Service, the Client is deemed to have accepted the Terms and in addition, the terms of access or use any third party provider of an On-line Service specifies and notifies to the Client, from time to time. If there is any inconsistency, those terms prevail over these Terms.
4. The Client agrees that:
5. The Client acknowledges and agrees that:
6. The Client is responsible for reading, understanding and complying with the details of the operational aspects of the On-line Service. It is important that the Client reads and understands any user manuals and operational procedures or rules relating to the relevant On-line Service and which are made available either by CurrencyOnline or the provider of the On-line Service. Further information on how to use and understand the On-line Service can be obtained from the Website.
7. Either the Client or the Client's Authorised Person may place Orders and confirm acceptance of CurrencyOnline's offered exchange rate to fulfil the Client's Order using the On-line Service. Any Authorised Person must be:
8. Orders placed through the On-line Service will result in an offer by the Client that is subject to acceptance by CurrencyOnline in the manner set out in clause 4 of the Terms. The Client acknowledges that:
9. The Client and each Authorised Person must satisfy any requirements (including without limitation requirements as to knowledge, training, testing, procedures and controls) notified by CurrencyOnline to the Client from time to time and the Client is solely responsible for ensuring that an Authorised Person satisfies these requirements.
10. The Client is responsible for the consequences of any unauthorised disclosure or use of the Security Information, and for any actions or omissions by an Authorised Person and will compensate CurrencyOnline for any loss suffered by CurrencyOnline in respect of any such disclosure, use, actions or omissions.
11. CurrencyOnline (or any third party providing the On-line Service) may suspend, terminate or impose conditions on the use by the Client or any Authorised Person of the On-line Service at any time.
12. If the Client is uncertain as to whether the Client's Order has resulted in a FX Transaction following the Client confirming the exchange rate being offered by hitting the "Accept Quote and complete transfer" button, the Client must make all reasonable attempts to verify whether the Order has been received, approved and effected prior to taking further action. The Client will be solely responsible and liable for any duplicate instruction that the Client places.
13. The Client is bound by any electronic communications between the Client (including the Client's Authorised Person) and CurrencyOnline.
14. If a failure, interruption or malfunction of electronic communication between the parties prevents an Order from being placed then, without limiting this Schedule 1, neither party is liable to the other party for any loss caused then by that failure, interruption or malfunction.
15. The Client acknowledges that all market data and information in relation to trading, volumes and pricing provided through any On-line Service is proprietary information of CurrencyOnline or another person and may be subject to restrictions imposed by CurrencyOnline or other person. The Client is responsible for complying with any such restrictions and must not seek or obtain rights or hold itself out as having rights in respect of the proprietary rights of CurrencyOnline or other person.
16. The Client must:
17. The Client represents and warrants:
18. Should the Client wish to link to the Website, they may only do so with prior written permission from CurrencyOnline and subject to the terms below. The Client:
19. The names, images and logos identifying CurrencyOnline and and any other third parties who have names, images and logos on the Website are proprietary marks of CurrencyOnline or such third parties as the case may be. The Client acknowledges and agrees that the content including without limitation the text, graphics, photographs or other material presented on the Website is protected by copyright, trademark and other proprietary rights and laws. Breach of the terms of this clause 19 by the Client will result in immediate termination of the Client's Account and the Client must on request from CurrencyOnline immediately destroy any downloaded or printed extracts it has taken from or received from the Website or from using the On-line Service.
20. No part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without CurrencyOnline's prior written permission.
21. Any derivative use of the electronic transacting platform on the Website is prohibited, including any use of data mining, robots or similar data gathering, reverse engineering and extraction tools with the intent of damaging the Website or electronic transacting platform. Any unauthorised use will terminate the license granted to the Client by CurrencyOnline. This license is conditional on the Client's continued compliance with the Terms.
Phone: +64 3 962 0962
Fax: +64 3 963 0964
For Enquiry: customercare@currencyonline.com
For Account Information: settlements@currencyonline.com
www.currencyonline.com