IMPORTANT LEGAL NOTICE – ONLINE TRANSACTING TERMS OF USE

ATTENTION: These Terms Of Use apply to the entire contents of the Currency Online Limited Website and Online Transaction Platform ‘Transaction Platform’ and to any correspondence by e-mail between us ‘Currency Online Limited’ and you ‘the Client/User’. Please read these Terms of Use carefully before using the Transaction Platform. Using the Transaction Platform indicates that the Client accepts these Terms of Use and conducting foreign exchange Transactions on the Transaction Platform are legally binding ‘Contracts’. If you do not accept these Terms of Use, you will not be entitled to use the Transaction Platform.

1. Introduction

1.1 Access to the Transaction Platform is restricted to Currency Online Limited’s registered Clients.

1.2 By accessing any part of the Website or Transaction Platform, the Client will be deemed to have accepted these Terms of Use in full.

1.3 By accepting these Terms of Use the Client is also deemed to have accepted the “Terms and Conditions” upon opening their account with Currency Online Limited.

1.4 Currency Online Limited grants the Client a limited license to access the Transaction Platform which is in accordance with these Terms of Use.

1.5 Currency Online Limited may revise these Terms of Use at any time by updating this posting. Currency Online Limited may modify these Terms of Use from time to time in its sole discretion and without notice to the Client. The Client must review these Terms of Use periodically to ensure familiarity with its then current Terms of Use. The Client’s continued use of the Transaction Platform following any modification of these Terms of Use will constitute the Client’s acceptance of such modifications to these Terms of Use. These changes will be effective and binding when they appear on the Website. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages at the Website.

2. Registration and Security

2.1 Each account User’s registration is for that single User only. Currency Online Limited does not permit the registered User to share and the registered user agrees not to share their username and password with any other person nor with multiple users on a network.

2.2 Upon opening a trading account, each user will be required to select a username and a password. The password must contain at least 8 characters and must contain both letters and numbers. Passwords are not case sensitive.

2.3 Upon logging into the Client’s account, the username and the corresponding password will be requested, access will be granted to the User and Currency Online Limited will not be required to take any further steps to verify that the person accessing the Client account is the correct Client or that the person accessing the account is authorised to perform roles assigned by the administrator.

2.4 If the User forgets their password, they must contact Currency Online Limited and upon satisfactory completion of verification procedures Currency Online Limited will issue the User with a new password via email.

2.5 Each User has a responsibility to exercise reasonable care to prevent unauthorised access to the computer that the User uses to access the Transaction Platform. The User must not leave their computer unattended while they are online to the Currency Online Limited Transaction Platform.

2.6 In order to protect the security of the Client trading account the User must:

2.6.1 Never give the username and/or password to anyone else and must not write the password down anywhere.

2.6.2 Change the password regularly.

2.6.3 Watch out for fraudulent (or ‘phishing’) e-mails that claim to be from Currency Online Limited that ask for personal information or security details. Never send personal details or accounts or passwords in an email. If the Client suspects a phishing attack, they must call Currency Online Limited or alternatively forward the suspect e-mail to Currency Online Limited.

2.7 The User represents and warrants that they have implemented and plan to operate and maintain appropriate protection in relation to the security and control of computer viruses, or other similar harmful devices, and the User will not transmit to in any way whether directly or indirectly or expose Currency Online Limited’s Website or Transaction Platform to any harmful material or device.

2.8 The User represents and warrants that they will maintain a firewall on the User’s computer to protect it from unauthorised access.

2.9 Online Transactions are subject to a minimum and maximum transaction value determined by Currency Online Limited, who reserves the right to request further information before accepting an Transaction.

3. Privacy Policy

3.1 Currency Online Limited collects and retains information about the Client and Users that Currency Online Limited believes is necessary to help administer business between Currency Online Limited and the Client and to keep the Client abreast of improvements to Currency Online Limited’s services and products and to provide the Client with other relevant information. Currency Online Limited collects two types of information:

o Personal information such as names, addresses, email addresses, copies of photographic identification, incorporation documents etc.

o Traffic pattern information and transactional information on the Transaction Platform.

3.2 Personal information is collected to meet both internal and external compliance requirements, and to enable Currency Online Limited to open a foreign exchange trading account for the Client and to be in a position to commence business. Traffic pattern information is used to monitor pages accessed or visited and enables Currency Online Limited to better meet the requirements and needs of the Clients. Transactional information reflects the business Clients enter into with Currency Online Limited and provides a historical record of business activity which is necessary as a means of monitoring and mitigating money laundering and terrorist financing and also enabling Currency Online Limited to keep abreast with the Client’s foreign exchange needs.

3.3 Client and User information may be shared between Currency Online Limited associated companies for the provision of foreign exchange services.

3.4 Currency Online Limited does not sell, publish or freely give away personal or transactional information. The Client’s and User’s personal information is treated strictly in accordance with the governing law.

4. Service access

4.1 While Currency Online Limited endeavours to ensure that the Website is normally available 24 hours a day and its Transaction Platform is available during its usual trading hours (commencing 19.30 GMT Sunday through to 12.00 GMT Friday) or such hours as displayed on the Website, Currency Online Limited will not be liable if for any reason the Website is unavailable at any given time. Currency Online Limited agrees to use reasonable efforts to give advanced notice of any scheduled interruption.

5. Risks & Cancellation Policy

5.1 The User agrees to use the Transaction Platform at the User’s own risk.

5.2 Currency Online Limited recommends that the Client seeks prior independent financial advice and consider carefully whether entering into specific foreign exchange Transactions is appropriate in terms of the Client’s experience, financial objectives, needs and circumstances.

5.3 The foreign exchange services contained within the Transaction Platform require physical delivery and accordingly suitable only for customers who are able to deliver, on the Settlement Date, the currency they have agreed to sell to Currency Online Limited. In the event that the Client is unable to fully settle the Contract by delivering the amount sold to Currency Online Limited, then Currency Online Limited will close out the Contract at its then prevailing market rates and any loss or costs incurred by Currency Online Limited will be met by the Client in accordance with the Terms and Conditions.

5.4 There are risks associated with utilising the Transaction Platform including, but not limited to, the failure of hardware, software, and internet connections. In the event of failure of the Transaction Platform, trading via telephone is available during operating hours.

5.4 Each foreign exchange Transaction Contract undertaken by a Client using the Transaction Platform is an individual Contract made between that Client and Currency Online Limited, and is not transferable, negotiable or assignable to or with any third party.

5.5 Currency Online Limited will accept Market Orders from Users, between 20.30 GMT Sunday through to 05.00 GMT Friday, or such other hours as stipulated on the Website. The User may make changes to any Market Order (to buy or sell currency at a predetermined level) prior to the Market Order being executed. The User is entitled to make changes to a Market Order within the above stated hours provided the Market Order has not been executed. Upon any Market Order being entered into by a Client with Currency Online Limited confirmation of the Market Order will be sent to the Client. Once a Market Order has been executed by Currency Online Limited a Market Order Contract Note will be sent to the Client. The exchange rate may fluctuate throughout the ordering process. Market Orders are only ever accepted from Users on a best endeavours basis.

5.6 Upon the User selecting the ‘Accept’ button after making a foreign exchange Transaction, a legally binding Contract is formed between the Client and Currency Online Limited. In the event of the User having selected ‘Accept’ in error the User must contact Currency Online Limited immediately requesting the Contract to be cancelled and any loss arising on such cancellation the Client will be accountable.

6. Intellectual Property and Limited Licence

6.1 Clients are permitted to print and download extracts from the Transaction Platform for the Client’s own use on the following basis:

6.1.1 No documents or related graphics on the Transaction Platform are modified in any way.

6.1.2 No graphics on the Transaction Platform are used separately from the corresponding text; and

6.1.3 Currency Online Limited's and DFX Limited’s copyright and trade mark notices appear in all copies.

6.2 The names, images and logos identifying Currency Online Limited and DFX Limited, their products and services, are proprietary marks of Currency Online Limited and DFX Limited respectively. The User acknowledges and agrees that the content including without limitation the text, graphics, photographs or other material presented on the Transaction Platform is protected by copyright, trademark, patents and other proprietary rights and laws. The User is only to use the contents as authorised by Currency Online Limited and DFX Limited. For the purposes of these Terms of Use, any use of extracts from the Transaction Platform other than in accordance with clause 6.1 for any purpose, is prohibited. Breach of these Terms of Use will result in immediate termination of the Client’s trading account whereby the Client must on request from Currency Online Limited or DFX Limited immediately destroy any downloaded or printed extracts from the Transaction Platform.

6.3 Subject to clause 6.1, no part of the Transaction Platform may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Currency Online Limited's of DFX Limited’s prior written permission.

6.4 Derivative use of the Transaction Platform is prohibited, including any use of data mining, robots or similar data gathering, reverse engineering and extraction tools with the intent of damaging the Transaction Platform.

6.5 Any unauthorised use will terminate this license granted by Currency Online Limited. This license is conditioned on the User’s continued compliance with these Terms of Use in conjunction with the Terms and Conditions and any rights not expressly granted in these Terms of Use are reserved.

7. LINKS FROM OTHER WEBSITES

7.1Should the Client wish to link to the Currency Online Limited Website, they can only do so, with the prior written permission from Currency Online Limited, on the basis that the Client links to, but does not replicate, the home page of the Website, and subject to the following conditions and other conditions required by Currency Online Limited:

7.1.1 Do not remove, distort or otherwise alter the size or appearance of the Currency Online Limited or DFX Limited logos.

7.1.2 Do not create a frame or any other browser or border environment around the Website.

7.1.3 Do not in any way imply that Currency Online Limited is endorsing any products or services other than its own.

7.1.4 Do not misrepresent the Client relationship with Currency Online Limited nor present any other false information about Currency Online Limited.

7.1.5 Do not otherwise use any Currency Online Limited or DFX Limited trade marks displayed on the Website without express written permission from Currency Online Limited or DFX Limited.

7.1.6 Do not link from a website that is not owned by the Client.

7.1.7The Client’s website must not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

7.2Currency Online Limited expressly reserves the right to revoke the right granted in clause 4.1 for breach of these Terms of Use and to take any action it deems appropriate.

7.3The Client will fully indemnify Currency Online Limited for any loss or damage suffered by Currency Online Limited or any of its group companies for breach of clause 4.1.

8. Disclaimer

8.1None of the information contained in the Transaction Platform constitutes, nor should be construed as foreign exchange advice. Currency Online Limited recommends that Clients seeks prior independent financial advice and consider carefully whether foreign exchange trading is appropriate in terms of the Client’s experience, financial objectives, needs and circumstances.

8.2While Currency Online Limited endeavours to ensure that the information on the Transaction Platform is correct, Currency Online Limited does not warrant the accuracy and completeness of the material on the Transaction Platform. Currency Online Limited may make changes to the material on the Website or Transaction Platform, or to the products and prices described in it, at any time without notice. The material on the Website or Transaction Platform may be out of date, and Currency Online Limited makes no commitment to update such material.

8.3The material on the Transaction Platform is provided "as is", without any conditions, warranties or other terms of any kind either expressed or implied. Accordingly, to the maximum extent permitted by law, Currency Online Limited provides the Client with the Transaction Platform on the basis that Currency Online Limited excludes all representations, warranties, conditions and other terms (including, without limitation) the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Transaction Platform. To the fullest extent permissible pursuant to applicable law, Currency Online Limited disclaims all warranties expressed or implied, including but not limited to implied warranties of reasonable care. In the event of an incorrect foreign exchange rate being entered into with Currency Online Limited, Currency Online Limited will contact the Client to advise them of the correct rate and amend the Transaction accordingly. The Client can then confirm if they wish to proceed with the amended Transaction.

9. Liability

9.1Currency Online Limited, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of Currency Online Limited's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to the Client or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or other loss or damages) arising from or connected in any way to business interruption, and whether in tort, contract or otherwise in connection with the Transaction Platform in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect the Client’s computer equipment, software, data or other property on account of the Client’s access to, use of, or browsing the Website or the Client’s downloading of any material from the Website or any websites linked to the Website. Neither Currency Online Limited nor any of the parties listed above shall be held liable for any kind of loss or damage suffered by Clients who were availing of the Transaction Platform for non-business purposes.

9.2 Nothing in these Terms will exclude or limit Currency Online Limited's liability for;

9.2.1 death or personal injury caused by negligence, or

9.2.2 fraud; or

9.2.3 misrepresentation as to a fundamental matter; or

9.2.4 any liability which cannot be excluded or limited under applicable law.

9.3 If the User’s use of material on the Transaction Platform results in the need for servicing, repair or correction of equipment, software or data, the Client assumes all costs thereof.

9.4 Currency Online Limited is entitled to assume that all Transactions made using the User’s username and password are authorised by the Client. Currency Online Limited will not be liable in any way for any direct, indirect or consequential loss suffered by the Client as a result of;

9.4.1 any Transaction conducted using the User’s username and password; or

9.4.2 any suspension, withdrawal or termination of the User’s access to Currency Online Limited’s Transaction Platform; or

9.4.3 interruptions to the Currency Online Limited’s Transaction Platform.

9.5 The Client indemnifies and holds Currency Online Limited harmless against any and all loss suffered by Currency Online Limited, which may result from the User’s misuse of Currency Online Limited’s Transaction Platform or breach of these Terms of Use.

9.6 Access to the Website or Transaction Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Currency Online Limited's control and Currency Online Limited will incur no liability to the Client.

10. Market Information

10.1 Currency Online Limited make available market information services generated internally containing, but not limited to financial market data, rates, news, charts or data. Market information provided on this Website or in email format is not intended as foreign exchange advice.

10.2 Currency Online Limited does not guarantee the accuracy, timelessness, completeness or correct sequencing of the market information. Currency Online Limited reserves the right to discontinue offering market information at any time without notice.

11. Foreign Exchange Rates

11.1 The facilities offered on Currency Online Limited’s Transaction Platform include real time instantly tradable rates. Without limiting the foregoing, “realtime” rates viewed on the Website and Transaction Platform, particularly in times of high volumes of trading and market volatility, may not be reflective of the current price of the currency. Due to the automation of this service, errors in quoted rates may occur on limited occasions under some circumstances. In such cases Currency Online Limited may in its sole discretion decline to complete Transactions based on such erroneous rates and will notify the Client as soon as possible after it determines not to complete any such Transactions requested under the Users username and password. In all such cases Currency Online Limited will justify such actions.

12.Cancellation of Client Access

12.1 Currency Online Limited may suspend or withdraw the User’s access to the Currency Online Limited Transaction Platform at any time without prior notice if:

12.1.1 The User has breached these Terms of Use or has acted fraudulently.

12.1.2 Currency Online Limited learns;

(a) of the User’s death, bankruptcy or lack of legal capacity; or

(b) that the User has committed an act of bankruptcy or that a bankruptcy petition has been presented against them; or

(c) if the Client is a company, that a liquidator or receiver has been appointed in respect of the Client’s assets.

12.1.3 Currency Online Limited otherwise deems such suspension or withdrawal necessary or appropriate, in its sole discretion.

12.2 The Client may cancel the User’s access to the Currency Online Limited Transaction Account at any time by giving Currency Online Limited written notice. The Client will remain responsible for any Transactions made on the Client account through the Transaction Platform up until access to the Client account is actually disabled.

12.3 Transactions in respect of which the User has given Currency Online Limited instructions and which are to be made after the User’s access to the Currency Online Limited Transaction Platform is terminated or suspended will not be effected.

13. Governing law and jurisdiction

13.1 These Terms of Use and any disputes arising out of or related to the Transaction Platform are governed by and interpreted by the laws of New Zealand, and each party hereto irrevocably submits to the exclusive jurisdiction of the courts of New Zealand. This is the case regardless of whether the Client or User resides or transacts business with Currency Online Limited elsewhere in the world.

13.2 Without limiting the foregoing, the Client/User acknowledges and understands that laws regarding foreign exchange contracts vary throughout the world, and it is the Client’s/User’s obligation alone to ensure that they fully comply with any law, regulation or directive, relevant to the Client’s/User’s country of residency with regards to the use of the Transaction Platform. For avoidance of doubt, the ability to access to the Currency Online Limited Transaction Platform does not necessarily mean that the services, and/or the Client’s/User’s activities through it, are legal under the laws, regulations or directives relevant to the Client’s/User’s country of residency.

Version ELA2 (April 2009)

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