TERMS & CONDITIONS

1. INTRODUCTION

1.1 These terms and conditions (“Agreement”) governs the supply of the money remittance service provided by RFX Financial Services Limited (whose details appear in Clause 17 below, trading as CurrencyWire (“CurrencyWire”, “we”, “us”, “our”)) which enables the entity named in each application to register with us under Clause 3 (“you”, “your”, “Customer”) to:

(a) transfer funds (as Payer) to the CurrencyWire Safeguarded Account for onward transmission to the Payee(s) specified by you; and/or

(b) to receive funds sent by another Customer or a third party to you as Payee,

(“Service”) in or from the European Economic Area (“EEA”).

1.2 Capitalised terms not defined where they first appear in this Agreement have the meaning given in Clause 2.

1.3 By agreeing the terms of this Agreement you also agree to the terms of:

(a) our Privacy Policy;

(b) the terms and conditions relating to the use of any associated prepaid card issued to you by Paysafe Financial Services Limited; and

(c) the schedule of Fees payable by you under Clause 8 (Schedule 1).

You should read this Agreement and each of the above documents before agreeing to them and download a copy for your records.

1.4 This Agreement shall start on the date on which we notify you that your application to register for the Service has been accepted under Clause 3 and the Service is available for your use.

1.5 If your annual turnover and/or annual balance sheet total exceeds €2 million and you have at least ten (10) employees (“Large Enterprise”), or you are a charity with annual income of £1 million or more (“Large Charity”), then you acknowledge that you are not a consumer, micro-enterprise or a charity within the meaning of the Payment Services Regulations; and you agree that:

(a) none of the provisions of Part 6 of the Payment Services Regulations 2017 applies to this Agreement;

(b) regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Payment Services Regulations 2017 do not apply to this Agreement.

1.6 If you are not a Large Enterprise or Large Charity, you shall be entitled to cancel this Agreement within the 14 day period that begins on the day after you enter into it (“Statutory Cancellation Period”). In the event that you cancel this Agreement during the Statutory Cancellation Period, any agreements that you agreed in relation to that cancelled Offer during the Statutory Cancellation Period will also be cancelled automatically. You may exercise your right of cancellation by emailing us to that effect at support@currencywire.co.uk

1.7 This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement is translated into any other language (whether for the Customer’s convenience or otherwise), the English language text of the Agreement shall prevail.

1.8 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

1.9 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the non-exclusive jurisdiction of the courts of England and Wales, subject to any rights you may have to refer complaints to the Financial Ombudsman Service under Clause 19.

1.10 Any questions regarding the service provided through this Agreement should be directed to us at support@currencywire.co.uk (“Customer Services”) unless otherwise advised by us.

2. DEFINITIONS

“Applicable Law” means any law, rules, local enactments of European Directives and regulations applicable to this Agreement or the Service, including the Payment Services Regulations and Data Protection Laws.

“Business Day” means any day on which the banks in England, UK, are open for business.

“CurrencyWire Safeguarded Account” means one or more segregated bank accounts maintained by us separately from our own funds in accordance with Applicable Law.

“Customer Limit” means any limit on the amount that may be transferred or received using the Service, as the case may be;

“Customer Payee” means a Customer who is specified in a Payment Order as the intended recipient of the funds the subject of the relevant Payment Transaction in accordance with Clause 5.6, and is not a Third Party Payee;

“Data Protection Laws” means the Data Protection Act 1998 and, from 25 May 2018, the General Data Protection Regulation and related Acts and regulations governing the use and processing of personal data by persons established in the UK.

“Durable Medium” means form which enables you to store the information in a way that is 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.

“Fees” the fees relating to the Services as set out in Schedule 1, or as otherwise notified to you from time to time in accordance with Clause 8.

“money remittance service” means a service for the transmission of money (or any representation of monetary value), without any payment accounts being created in the name of the payer or the payee, where (a) funds are received from a payer for the sole purpose of transferring a corresponding amount to a payee or to another payment service provider acting on behalf of the payee; or (b) funds are received on behalf of, and made available to, the payee;

“Net Payment Amount” in respect of each Payment Transaction, means the Sufficient Funds less an amount deducted by us in payment of our Fees under Clause 8;

“Payee” means either a Customer Payee or a Third Party Payee, as the context requires;

“Payer” means a Customer who submits a Payment Order to us via the Service in accordance with this Agreement;

“Payment Order” means any instruction by you requesting the execution of a Payment Transaction;

“Payment Services Directive” or “PSD” means the Directive (EU) 2015/2366 on payment services in the European Union, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC.

“Payment Services Regulations” means the Payment Services Regulations 2017.

“Payment Transaction” means transferring money to a specific Payee at your request, initiated by you via the Service.

“Reference Exchange Rate” means the reference exchange rate provided by a third party who may vary from time to time.

“Sufficient Funds” means funds credited to the CurrencyWire Safeguarded Account pending transfer to the proposed Payee under a corresponding Payment Order, in an amount that is sufficient to cover all the Payment Transactions to which the Payment Order relates and Fees payable to us in relation to those Payment Transactions.

“Term” means the term of this agreement under Clause 11.

“Third Party Payee” means a person who is specified in a Payment Order as the intended recipient of the funds the subject of the relevant Payment Transaction and who is not a Customer (or Customer Payee);

“Website” means our website accessible at https://www.currencywire.co.uk.

3. SERVICE

3.1 To be eligible to use the Service, the Customer must be:

(a) a company incorporated in the EEA;

(b) a partnership established in the EEA comprising individuals who are over the age of 18 and resident in the EEA and/or companies incorporated in the EEA; or

(c) an individual sole trader over the age of 18 who is resident in the EEA.

3.2 CurrencyWire shall supply the Service to you during the Term in accordance with the terms and conditions of this Agreement. In countries where CurrencyWire is unable to supply the Service directly, CurrencyWire may sub-contract with an appropriately authorised financial institution to perform CurrencyWire’s obligations under the Agreement.

3.3 CurrencyWire shall perform the Service with reasonable skill and care.

3.4 When you apply to register with us to use the Service, we may issue you with a password or other security credentials for your use in making a Payment Order (“Security Codes”). You undertake to keep your Security Codes secure and confidential. You must periodically change the Security Codes in accordance with the periods of time and procedures established by us for doing so.

3.5 Each time the Customer seeks to access the Service, we will check the Customer’s identity by asking for Security Codes. As long as the correct Security Codes are entered, we will assume that the Customer is the person giving instructions and making transactions and the Customer will be liable for them, except to the extent provided for in clause 3.8.

3.6 The Customer must keep the Security Codes secret and make sure that they are not stored on the Customer’s workstation or otherwise in a way that enables others to impersonate the Customer but are memorized and any record of the Security Codes destroyed or deleted.

3.7 In addition, for the avoidance of doubt, if the Customer discloses the Security Codes to any other person or entity whom the Customer employs or otherwise retains, appoints or authorises to access the Service on the Customer’s behalf, the Customer is also responsible and liable for any access, use or misuse or disclosure of the Customer’s Security Codes or Service by such person or entity.

3.8 If you believe that your Security Codes have been lost or compromised or the Service is being unlawfully accessed or improperly used, and in the event of suspected or actual fraud or security threats, you must notify us immediately by contacting Customer Services. You will be asked to provide information to enable us to verify your identity. Following satisfactory completion of the verification process, we will immediately prevent further unauthorised use, including blocking the use of the Security Codes and issue replacements.

3.9 We may block the Customer's access to the Service for investigation of the circumstances if the Customer enters incorrect Security Codes three (3) times in a row.

3.10 CurrencyWire can refuse to act on any instruction that CurrencyWire believes: (i) was unclear; (ii) was not given by or with your authority; (iii) might cause CurrencyWire or any of its partners to breach a legal or other duty; or (iv) involves the use of the Service for an illegal purpose.

3.11 Subject to the provisions of Clause 10, unless and until you notify Customer Service that you believe that someone else can use the Service by impersonating you:

(a) you will be responsible for any instruction which CurrencyWire receives and acts on, even if it was not given by you; and

(b) CurrencyWire will not be responsible for any unauthorised access to confidential information about you in the Service.

3.12 If we believe you have acted fraudulently, or if we believe you have intentionally or with gross negligence failed to keep your means of interacting with us or the Service secure and confidential at all times, CurrencyWire will hold you liable for all Payment Transactions and any associated fees.

3.13 CurrencyWire will do all that it reasonably can to prevent unauthorised access to the Service. As long as you have not breached the other terms contained in this Clause 3, CurrencyWire will accept liability for any loss or damage to you resulting directly from any unauthorised access to the Service (see Clause 10 of this Agreement for limits on CurrencyWire’s liability).

3.14 We will email to your nominated email address reports on the Payment Transactions carried out by you, or under which you receive funds as a Customer Payee, via the Service on a weekly basis, or as otherwise agreed in writing. We will not be obliged to report for any period in which there are no Payment Transactions.

3.15 Except as required by law, CurrencyWire shall not be responsible, and you will be solely responsible, for (a) compiling and retaining permanent records of all your Payment Transactions and your use of the Service, and (b) reconciling all transaction activity between your own system and the Service. Upon the termination of this Agreement for any reason, CurrencyWire shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Service.

3.16 CurrencyWire shall use commercially reasonable endeavours to make the Service available to you to initiate Payment Orders under Clause 5.1 at any time, while our Customer Service staff would only be available between 08:30 and 16:30 GMT on each Business Day, except for planned maintenance carried out during the maintenance window indicated in the then current service levels (as published by CurrencyWire from time to time) and unscheduled maintenance, provided that CurrencyWire has used reasonable endeavours to give you notice in accordance with the then current service levels.

3.17 Unless otherwise agreed by CurrencyWire in writing, you acknowledge and agree that you shall (at your own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable you to receive the Service.

4. CUSTOMER IDENTIFICATION

4.1 The Service is a regulated financial service, and CurrencyWire is required by law to collect, hold and verify certain information about Customers, which includes identification documents on companies, director(s) and ultimate beneficial owner(s) as well as responsible officers and employees. In addition, CurrencyWire must be provided with a copy of any agreement between each Customer and proposed Payee, as well as identification information on the Payee and its ultimate beneficial owner(s) and the Payee’s bank account details (for the avoidance of doubt, the name on the Payee’s bank account must match the name of the Payee in the agreement with the Customer).

4.2 CurrencyWire uses this information to register Customers and administer the Service, and to help identify you in the event that there is any breach of security. This information is only kept for as long as is necessary and for the purposes described in accordance with applicable Data Protection Laws.

4.3 You consent to CurrencyWire making the checks described in Clause 4.1 and to the personal information of the owners and/or officers of Customers being disclosed to credit reference agencies and fraud prevention agencies. These agencies may keep a record of the information and a footprint may be left on their credit file, although the footprint will denote that the search was not a credit check and was not carried out in support of a credit application. It is an identity check only, and therefore should have no adverse effect on credit ratings.

5. MAKING PAYMENT ORDERS AND RECEIVING PAYMENTS

5.1 Prior to initiating a Payment Order, each Payer must transfer Sufficient Funds in a currency for which we operate a CurrencyWire Safeguarded Account for the Service (“Supported Currency”) either:

(a) in the same Supported Currency as specified in the Payment Order to the CurrencyWire Safeguarded Account for that currency (subject to us agreeing otherwise in accordance with Clause 8.1); or

(b) in a Supported Currency other than the Supported Currency of the Payment Order, in which case we will first convert the funds into the Supported Currency of the Payment Order using the Reference Exchange Rate and the margin specified in Schedule 1 to process the Payment Transaction,

and those funds will be held by us in that account in accordance with Applicable Law solely for processing the Payment Transaction relating to the Payment Order. You must then initiate the Payment Order by logging in to your secure data account in our systems via our Website (“CurrencyWire Dashboard”), selecting the “payments” option and following the instructions there to provide us with the necessary Payment Order information (specified by us in writing from time to time), including support documents requested by us in our discretion, such as invoice(s) and/or related contract with the Payee. CurrencyWire shall not be obliged to complete any Payment Transaction where there are not Sufficient Funds to do so. Instructions received by email or voice mail are not valid, unless we in our sole and absolute discretion choose to accept them, in which case our staff would confirm the details of any Payment Order with your duly authorised representative between the times specified in Clause 3.16 (and you must be able to provide adequate evidence of such authorisation when requested to do so).

5.2 A Payment Order is provided to and received by us when we receive the email referred to in Clause 5.1 (including any supporting documents requested). Once your Payment Order has been received by us, you may not revoke it or otherwise withdraw your consent to the execution of the Payment Transaction. If we receive your Payment Order by 14:00 GMT, on a Business Day, we will process it on the same Business Day. If we receive your Payment Order after 14:00 GMT, we will process it on the next Business Day. If for any reason beyond our reasonable control we are unable to process the Payment Order with two (2) Business Days (for instance, if the Payee’s bank account or payment service provider is not receiving payments for any reason), we will return the relevant funds to the account from which you sent them to the CurrencyWire Safeguarded Account. We may, but shall not be obliged to accept and process Payment Orders for less than £50 (or other currency equivalent).

5.3 We may from time to time notify the Customer of a Customer Limit. The Customer shall not transact in breach of any Customer Limit without our prior written approval (to be given in our sole and absolute discretion). For the purposes of this Clause 5.4 we may give such written approval via an electronic authorisation that you may not be able to store. Such Customer Limit(s) shall continue to apply unless and to the extent that we otherwise notify you in writing. We have the right to ask you for additional confirmation for execution of the Payment Order from the moment any Customer Limit is breached but shall not be obliged to do so.

5.4 CurrencyWire will be entitled to assume that a Payment Transaction has been authorised by you where we receive a Payment Order in the manner specified under Clause 5.1.

5.5 It is the responsibility of each Payer to agree directly with each Payee that the Payee will receive the Net Payment Amount.

5.6 Once Sufficient Funds and the relevant Payment Order and any requested supporting documents have been received by us under Clause 5.3, we will:

(a) in the case of a Third Party Payee, remit the Net Payment Amount from the CurrencyWire Safeguarded Account to the Payee’s account at its payment service provider as specified in the Payment Order; or

(b) in the case of a Customer Payee, make the Net Payment Amount available to you from the CurrencyWire Safeguarded Account in the manner agreed between us and you under Clause 5.7.

5.7 As a Customer Payee, you hereby authorise and instruct us to automatically transfer the Net Payment Amount from funds received by us on your behalf in connection with each Payment Order that specifies you as the Payee, to the Nominated Payment Account specified by you under Clause 6.1 on an ongoing basis during the Term or at such frequency, if any, as may be agreed under Schedule 1 (subject to limits under Applicable Law on the period for which such funds may be held by us). You must provide us with any support documents requested by us in our discretion, such as invoice(s) and/or related contract with the Payer.

5.8 CurrencyWire may suspend the processing of any Payment Transaction where CurrencyWire reasonably believe that the Payment may be fraudulent or involves any criminal activity, until the satisfactory completion of any investigation.

5.9 In order to reclaim an unauthorised or incorrectly executed Payment Transaction, you must notify CurrencyWire without undue delay after becoming aware of it and in any event no later than sixty (60) days after the debit date of the Payment Transaction.

5.10 In using the Services you must ensure:

(a) that, as a Payer, you have Sufficient Funds for each Payment Transaction and neither the Service nor your nominated email address under Clause 5.1 are used for any illegal purpose(s);

(b) as a Payee, the Service is not used for any illegal purpose(s).

5.11 CurrencyWire may restrict or suspend your use of the Service without notice if: CurrencyWire identifies or suspects that suspicious, fraudulent or illegal activities are being carried out in relation to your use of the Service; if CurrencyWire believes you have not complied with this Agreement; or in the event of exceptional circumstances which prohibit the normal operation of the Service.

5.12 Unless it would be unlawful for us to do so or it is impracticable, where CurrencyWire stops or suspends the use of the Service in accordance Clause 5.8, CurrencyWire will notify you of this and our reasons for doing so, by sending an email to the email address you have provided to us. Where it is not possible to notify you before CurrencyWire stops or suspends the Service, CurrencyWire will notify you as soon as possible afterwards. We will reinstate your access to the Service or execute any suspended Payment Transaction as soon as practicable after the reasons pursuant to Clause 5.8 no longer apply or exist.

5.13 We have the right to record the telephone calls with each Customer, as well as any use or attempted use of the Service and any digital communications with the Customer and, if necessary, to use the recordings as evidence of such calls, sessions or communications.

6. CUSTOMER’S NOMINATED PAYMENT ACCOUNT

6.1 Where you are acting as a Payer, when you wish to transfer funds using the Service you must only send your Sufficient Funds to the CurrencyWire Safeguarded Account from one or more current account(s) or other payment account(s) held in your name at another duly authorised financial institution (“Nominated Payment Account”).

6.2 Where you are acting as a Customer Payee, you must maintain one or more Nominated Payment Accounts (the details of which shall be specified in Schedule 2) throughout the Term and for such period as may be required thereafter for the purposes of:

(a) receiving funds that you have requested to be sent to you via the Service; and

(b) any applicable provisions of this Agreement.

6.3 You shall notify CurrencyWire in writing in advance of any changes proposed in respect of your Nominated Payment Account (including, without limitation, the location of the branch at which such account is held) and shall not implement such changes without our prior written consent in the form of an updated version of Schedule 2 (such consent not to be unreasonably withheld or delayed). If any change in your Nominated Payment Account details is imposed on you, you shall notify us in writing immediately, giving full details of such changes and the reasons for them.

7. UNAUTHORISED OR DEFECTIVE PAYMENT TRANSACTIONS

7.1 If you believe you did not authorise a particular Payment Transaction or that it was incorrectly carried out, you must contact Customer Services without undue delay, as soon as you notice the problem. Depending on the circumstances, our Customer Services team may require you to provide certain additional information in a specified form.

7.2 Subject to the provisions of Clause 10 below, in order to reclaim an unauthorised or incorrectly executed Payment Transaction, you must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event:

(a) in the case of a Large Enterprise or Large Charity, no later than sixty (60) days after the debit date of the Payment Transaction; or

(b) in the case of a Customer who is not a Large Enterprise or Large Charity, no later than thirteen (13) months after the debit date of the Payment Transaction. Subject to the provisions of Clause 10, we will refund any unauthorised or incorrectly executed Payment Transaction immediately unless we have reason to believe that the incident may have been caused:

(i) by a breach of this Agreement;

(ii) through gross negligence; or

(iii) where we have reasonable grounds to suspect fraud.

We shall not be held liable for a Payment Transaction that has been incorrectly executed if you have failed to notify us of a problem in accordance with the applicable provisions of Clauses 7.1 and 7.2.

7.3 If an amount has been transferred to your Nominated Payment Account by us in error, you must immediately notify us and return the amount to us.

7.4 Subject to the provisions of Clause 10, CurrencyWire will refund any unauthorised or incorrectly executed Payment Transaction immediately unless CurrencyWire has reason to believe that the incident may have been caused: by a breach of this Agreement; through gross negligence; or where CurrencyWire have reasonable grounds to suspect fraud. CurrencyWire shall not be held liable for a Payment Transaction that has been incorrectly executed if you have failed to notify us of a problem without undue delay in accordance with Clause 7.1.

7.5 In certain circumstances, CurrencyWire may refuse to complete a Payment Transaction that you have authorised (for example where there not Sufficient Funds, there is a breach of this Agreement or there is concern regarding fraud or security). Unless it would be unlawful for CurrencyWire to do so, where CurrencyWire refuses to complete a Payment Transaction for you it will notify you as soon as reasonably practicable that it has been refused and the reasons why it has been refused, together where relevant, with the procedure for correcting any factual errors that led to the refusal. CurrencyWire may charge you for each such notification depending on the circumstances in each case.

7.6 Any dispute arising under this Clause 7 will be dealt with as a complaint under Clause 19.

8. CHARGES AND PAYMENT

8.1 In consideration of CurrencyWire providing the Service, each Payer shall be liable to pay to us the Fees, which shall be deducted by us in accordance with the Clause 5.6. The Fees are exclusive of any applicable VAT (or any similar or equivalent tax or imposition), for which you shall be liable.

8.2 We may change our Fees from time to time to reflect legitimate cost increases or reductions in operating the Service under this Agreement. We will give you at least 30 days’ notice of any change in our Fees in accordance with Clause 18 (Notices).

8.3 All amounts due to CurrencyWire and unpaid under this Agreement shall become due immediately on its termination.

9. WARRANTIES AND INDEMNITIES

9.1 Each party warrants that it has the corporate power and capacity to enter into this Agreement and to perform its obligations under this Agreement.

9.2 The Customer warrants and represents that:

(a) all information provided to CurrencyWire in the course of applying to use the Service is true and accurate in every respect and the Customer will keep all such information up to date during the Term; and

(b) the Customer’s use of the Service complies with the provisions of this Agreement and all Applicable Laws.

9.3 You shall indemnify CurrencyWire and keep CurrencyWire fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses (including legal fees and expenses), liabilities, demands, proceedings and actions which CurrencyWire may sustain or incur, or which maybe brought or established against it by any person and which in any case arise by reason of:

(a) any breach by you of the terms of this Agreement;

(b) the misuse of the Service by you.

10. LIMITATION OF LIABILITY

10.1 This Clause 10 sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by you of the Service or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.2 Subject to the provisions of Clause 10.3 and 10.4, in case of an unauthorised Payment Transaction or a Payment Transaction that was incorrectly executed due to an error by CurrencyWire, CurrencyWire shall at your request refund the Payment Transaction amount including all related charges deducted therefrom so that that the credit value date shall be no later than the date the amount had been debited.

10.3 The provisions of Clause 10.2 shall not apply:

(a) where the unauthorised Payment Transaction arises from:

(i) your failure to keep your Security Codes safe, secure and confidential; or

(ii) any breach of this Agreement you, or your negligence or wilful misconduct;

(b) if you fail to notify CurrencyWire without undue delay of any event that could reasonably be expected to have compromised the security of the Service after you have gained knowledge of such event; or

(c) you fail to dispute and bring the unauthorised or incorrectly executed Payment Transaction to CurrencyWire’s attention within the relevant time specified in Clause 7.2.

10.4 If you are not a Large Enterprise or Large Charity, you may be liable for losses relating to any unauthorized Payment Transactions up to a maximum of £35 resulting from the use of loss, theft or misappropriation of your Security Codes, unless the loss theft or misappropriation was not detectable to you prior to payment (except where you acted fraudulently) or was caused by acts or lack of action of our employee, agent, branch or service provider.

10.5 You acknowledge and accept that:

(a) the Service is subject to any constraints or limitations stipulated by any Regulatory Authority or Applicable Law and CurrencyWire’ continued authorisation by the competent Regulatory Authorities and CurrencyWire’ ability to provide crucial elements of the Service is dependent on and subject to their continued consent, over which CurrencyWire has no control; and

(b) CurrencyWire’ ability to provide the Service depends on the continued provision of essential components provided by third party suppliers including but not limited to providers of processing and other services, over which CurrencyWire has no control.

10.6 By facilitating Payment Transactions CurrencyWire shall not be deemed to have assumed any liability that any Payer or Payee may have incurred in relation to the Payment Transaction or the purpose for which it is made. We shall not be responsible for the safety, legality, quality or any other aspect of any transactions or goods and services for which you might be using the Service to disburse the proceeds of or otherwise pay or receive funds for.

10.7 Notwithstanding anything else contained in this Agreement except Clause 10.7, neither party shall be liable to the other for any loss of profits, opportunity, business, reputation, data, goodwill or contracts or for any indirect or consequential loss or damage whether arising from negligence, breach of contract or any other cause of action arising out of the subject matter of this agreement.

10.8 Save as provided for in Clause 10.8 below, CurrencyWire’s total liability in any period of 12 months for any damages and/or loss suffered by you under this Agreement shall not exceed a sum equal to the amounts paid in fees by you in the 12 months (or any shorter time period if 12 months has not elapsed) preceding the date on which the cause of action arose.

10.9 Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury arising from its negligence, nor for liability for fraud.

10.10 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement, CurrencyWire does not:

(a) make any representations or warranties, express or implied, with respect to merchantability, fitness for a particular purpose or non-infringement;

(b) warrant, represent, undertake or guarantee that you will achieve any level of sales, revenue or profit;

(c) warrant, represent, undertake or guarantee that the Service will always be available or operate error-free, or that any errors, omissions or misplacements in any software will be corrected.

11. TERM AND TERMINATION

11.1 If the Customer is not a Large Enterprise or Large Charity:

(a) the Customer may terminate the Agreement by notifying us not later than 1 (one) month in advance;

(b) we may terminate the Agreement by notifying the Customer not later than 2 (two) months in advance.

11.2 If the Customer is a Large Customer or Large Charity, either party may terminate this agreement by giving at least two months’ notice in writing to the other.

11.3 In addition, either party may terminate this Agreement immediately:

(a) if the other party:

(i) becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits its inability to pay its debts or otherwise becomes insolvent;

(ii) has any distraint, execution, attachment, sequestration or similar action taken, levied or enforced against itself or any of its substantial assets, or if any garnishee order is issued or served on the party;

(iii) becomes the subject of any petition presented, order made or resolution passed for the liquidation, administration, bankruptcy or dissolution of all or a substantial part of the party’s business, except where solvent amalgamation or reconstruction is proposed on terms previously approved by the non-terminating party;

(iv) loses full and unrestricted control over all or part of its assets because of the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer; or

(v) enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors).

11.4 CurrencyWire may terminate this Agreement immediately on written notice to the Customer if:

(a) we suspect the Customer or a person related to the Customer of money laundering or terrorist financing;

(b) the Customer has breached any of the provisions of Clause 9.2(a); or

(c) termination of the Agreement is demanded by a supervision authority (e.g. the Financial Conduct Authority) or another governmental authority;

11.5 Termination of this Agreement shall not prejudice either of the parties' rights and remedies which have accrued as at termination.

11.6 Upon termination of the Agreement, you shall immediately pay to CurrencyWire all amounts owed by you under the Agreement and CurrencyWire shall immediately pay you all amounts owed to you under the Agreement. CurrencyWire shall be entitled to set-off amounts owed by CurrencyWire to you against amounts owed by you to CurrencyWire.

11.7 Clauses 1, 2, 7, 9, 10, 11.5, 11.6, 12, 13, 15, 18 and 20 shall survive termination of this Agreement.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 All Intellectual Property Rights are and shall remain the exclusive property of the party owning them (or, where applicable, the third party from whom that party’s right to use the Intellectual Property Rights has derived). “Intellectual Property Rights” means patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and “registered” includes registrations and applications for registration.

12.2 You shall not, unless expressly authorised by CurrencyWire in writing, rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display or modify the Service or any of CurrencyWire’s Intellectual Property Rights comprised or incorporated in the Service (“CurrencyWire IPR”) or any portion thereof, or use such CurrencyWire IPR as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on CurrencyWire IPR, nor shall it translate, reverse engineer, decompile or disassemble CurrencyWire IPR.

13. ASSIGNMENT AND SUB-CONTRACTING

13.1 This Agreement may not be assigned or transferred for any reason by you without the prior written consent of CurrencyWire. Any assignment or transfer in breach of this Clause shall be void.

13.2 This Agreement shall be binding upon the parties and their successors and permitted assigns.

14. DATA PROTECTION

Our Privacy Policy (which is incorporated by reference into this Agreement under Clause 1.3) provides you with the information required by the Data Protection Laws, including details of the personal data about you, your directors and officers, authorised users and beneficial owners that we collect, as well as the purposes and legal bases for processing such personal data.

15. CONFIDENTIALITY

15.1 The parties hereto agree to keep strictly confidential, and to bind their respective directors, officers and employees to like covenant, the terms of this Agreement and all matters relating thereto disclosed by or on behalf of a party (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) which is either clearly designated as confidential or by its nature reasonably be considered confidential including. Each party undertakes not to disclose any of such terms or matters to any other person, except as may be necessary for the performance of their respective obligations under this agreement or required by Applicable Law.

15.2 The restrictions in this Clause 15 shall not apply to:

(a) Confidential Information that:

(i) the receiving party can prove, using written records, was known to the receiving party or in its possession before that information was acquired from, or from some person on behalf of, the disclosing party;

(ii) is or becomes general public knowledge through no wrongful default of the receiving party or any person on its behalf;

(iii) the receiving party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence;

(iv) is required to be disclosed by any applicable law or by order of any Court of competent jurisdiction or any government body, agency or regulatory body;

(b) making a disclosure to, and co-operating with: (i) a regulator regarding any misconduct, wrongdoing or reportable breach of any regulatory requirement; or (ii) any law enforcement agency regarding any crime.

16. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement for causes beyond its reasonable control. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.

17. REGULATORY INFORMATION

RFX Financial Services Limited is:

(a) incorporated in England and Wales (Company registration number 07334869), has its registered office at Bewley House, Park Road, Esher, Surrey, England, KT10 8NP;

(b) registered with the Information Commissioner (No. ZA281865);

(c) authorised as a Payment institution by the Financial Conduct Authority in the United Kingdom with reference number: 530005;

(d) registered with HM Revenue & Customs as a Money Services Business “MSB” (Reg. No. 12692783).

18. NOTICES

18.1 Notices served under this Agreement shall be in writing and may be sent by email, facsimile or by post. The preferred method of communication is email.

18.2 Notices shall be sent to:

(a) In the case of CurrencyWire, in writing to: RFX Financial Services Limited at Bewley House, Park Road, Esher, Surrey, KT10 8NP.

Email: support@currencywire.co.uk

(b) In the case of the Customer, in writing to the address or email address provided to CurrencyWire on registration, as updated by you from time to time.

18.3 The parties shall notify each other of any change in their contact details for notices as set out in this clause.

18.4 Notices sent by post will be deemed to have been received upon the expiration of two (2) Business Days after posting. Notices sent by facsimile will be deemed received on generation of a successful transmission notice or, if this falls after close of business, on the following working day. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00 a.m. on the following working day provided that an undeliverable message has not been generated by then.

19. COMPLAINTS

19.1 Any complaints about us or the Service must be addressed to us in the first instance by contacting support@currencywire.co.uk. We will make every possible effort to reply, addressing all points raised, within an adequate timeframe and at the latest within 15 Business Days of receipt of the complaint, in a Durable Medium. In exceptional situations, if the answer cannot be given within 15 Business Days for reasons beyond our control, we shall send a holding reply, clearly indicating the reasons for a delay and specifying the deadline by which you will receive the final reply, which shall not exceed 35 Business Days.

19.2 If you are not a Large Enterprise or Large Charity, the complaint may ultimately be referred to the Financial Ombudsman Service, details of which can be found at www.financial-ombudsman.org.uk and who can be contacted at The Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14 9SR, United Kingdom.

20. AMENDMENTS TO THIS AGREEMENT

20.1 Subject to Clauses 20.2 and 20.3, we may periodically make changes to this Agreement and shall notify you by posting a revised version of the Agreement on the Website and emailing you at your email address registered with us. The revised terms including the changes will take effect two (2) months following such notice. You will be deemed to have accepted the changes if you do not notify us before the proposed date that the changes take effect that the changes are not accepted. If you reject the changes, you can immediately terminate this Agreement in accordance with Clause 11 free of charge and with effect at any time until the date when the changes would have applied (subject to Clause 11.6).

20.2 We will only make changes:

(a) where we consider that a change will make these Service Terms clearer and no less favourable to you; or

(b) to reflect new, or changes to existing, systems, technology, products, services or business processes; or

(c) to help meet the cost of changes in our funding or working capital requirements; or

(d) to implement changes required by Applicable Law, industry codes of practice or decisions of any court, arbitrator or the Financial Ombudsman Service.

20.3 You agree that changes in exchange rates may be applied immediately and without notice, provided that the change in the rates are based on the Reference Exchange Rate, except that changes in rates which are more favourable to you, may be applied without notice. Changes in exchange rate used by us in Payment Transactions shall be implemented and calculated in a neutral manner that does not discriminate against you.

21. GENERAL

21.1 If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect then it will be severed from the rest of this agreement so that it is ineffective to the extent that it is invalid, illegal or unenforceable and the remaining provisions or part of this agreement shall remain in full force and effect.

21.2 Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution of documents and doing of such things as are required to give full effect to this Agreement and the Payment Transactions contemplated by it.

21.3 The failure by either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right.

21.4 This agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. In particular, but without limitation to the generality of the foregoing, each party warrants and represents that in entering into this agreement it has not relied upon any statement of fact or opinion made by the other party, its officers, servants or agents, which has not been included expressly in this Agreement.

21.5 Nothing in this Agreement is intended to confer a benefit on any person who is not a party, and no such person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, provided that this Clause does not affect a right or remedy of a third party which exists or is available apart from that Act.

21.6 Each party shall at all times comply, and shall ensure that its personnel comply, with respect to the performance of this Agreement, with all Applicable Law concerning bribery and corruption.

Schedule 1

Fees

(Clause 8)

Our Fees are specified below subject to any amendment agreed specifically with you in writing from time to time.

Urgent Payment Fee £7

Non Euro and Non GBP Payment Fee £7

All outbound payments where the amount remitted is not the proceeds of an FX conversion facilitated by us will be subject to a fee of 50 basis points of the payment’s notional value.

Schedule 2

Nominated Payment Account of Customer Payee

(Clauses 6.2 and 6.3)

Beneficiary Name: ___________________________

Bank Name: ___________________________

IBAN: ___________________________

SWIFT: ___________________________