Terms & Conditions

Terms & Conditions

TERMS OF USE

KFX Services Limited (“KFX”) is a Partner of The Currency Cloud Limited (“TCC”) / The Currency Cloud Services Limited (“TCCS”). KFX uses the platform services of TCC and TCCS to execute the payment transactions undertaken by you (“End User”).

These Terms of Use including the schedules, together with any other terms and conditions referred to herein govern your (“End User”) use of the services referred to therein provided by TCC and TCCS and constitute the legal relationship between you (“End User”) and TCC/TCCS. Both TCC and TCCS are wholly owned subsidiaries of The Currency Cloud Group Limited.

BY USING THE WEBSITE AND MOBILE APPLICATION OF KFX YOU ARE ALSO USING THE SERVICES OF TCC/TCCS AS DESCRIBED IN THESE TERMS OF USE. YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. PLEASE DO NOT USE ANY OF THE SERVICES OF KFX IF YOU DO NOT ACCEPT THESE TERMS OF USE. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TCC/TCCS AND IT IS IMPORTANT THAT YOU TAKE THE TIME TO READ THEM CAREFULLY.

1. OVERVIEW

TCC/TCCS operate a proprietary payment engine that automates the payment lifecycle from receipt of funds through currency conversion and payment. The Services TCC/TCCS provide comprise the Payment Engine Services which are provided by TCCS and the Account Services, Payment Services, Foreign Exchange Services and Branded Payment Engine Services which are provided by TCC. TCC is authorised by the Financial Conduct Authority (the ‘FCA’) under the Regulations for the issuing of electronic money and the provision of payment services with FCA register number 900199. These Terms of Use govern your use of the Services for which you register including without limitation your access to the Payment Engine.

2. USE OF THE PAYMENT ENGINE AND THE SERVICES

2.1 Ownership and use. TCC/TCCS:

(i) own all right, title and interest in and to the Payment Engine and their proprietary technology, including their software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the ‘TCC Technology’) and

(ii) they have the right, at any time, to amend their operating procedures effective immediately, where appropriate in their determination. You may only use the Payment Engine for the receipt of the Services and in a manner consistent with these Terms of Use and you shall not interfere with,

disrupt, or cause damage to other users of the Services, the Payment Engine or any of TCC/TCCS equipment.

2.2 Security. It is your responsibility to ensure that Account is only accessed by you and that you keep your login details, password or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen or misappropriated or used without authorisation or otherwise compromised, you must contact either your KFX Customer Support or the Client Support team at TCC without delay. Any undue delay in notifying us may affect the security of your Account and /or result in you being liable for any losses as a result.

2.3 Suspension of Access. TCC/TCCS may suspend your Account and/or your access to the Payment Engine and/or otherwise restrict functionality on reasonable grounds relating to:

(i) the unauthorised or fraudulent or illegal or disruptive use or security of the Account or the Payment Engine;

(ii) full or partial Payment Engine failure, including failure of the technology constituting the Payment Engine;

(iii) a material breach by you of your obligations under these Terms of Use; or

(iv) in order to comply with applicable law.

KFX or TCC/TCCS will notify you of any suspension or restriction and their reasons for doing this (if possible in advance) and unless notifying you would be unlawful which suspension or restriction shall continue for such time as either KFX or TCC/TCCS shall reasonably determine this to be necessary.

2.4 Equipment. You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the Website and access the Payment Engine and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Payment Engine.

2.5 Principal only. You hereby

(i) confirm, represent and warrant to us at all times that that you are acting on your own account and not on behalf of any other person and

(ii) acknowledge that neither KFX or TCC/TCCS shall be a principal to any transaction or be responsible for or otherwise guarantee the performance of any transaction entered into by you.

2.6 End Customers Responsibilities. KFX will be solely responsible for all services provided to End Customers including without limitation

(i) all dealing services provided to End Customers, the correct inputting of trade details including trades executed via another liquidity partner

 (ii) End Customer limits default, spreads and permissions and the setting of trading limits, products, default spreads and user permissions for End Customers

 (iii) all Know Your Customer (KYC) requirements relating to End Customers and on-boarding of End Customers

 (iv) all operational matters relating to End Customers including inputting any manual End Customers payment details, chasing End Customers for payment details, any late arrival of funds arrival, settlement with End Customers and monitoring the open positions of End Customers

 (v) all sales, marketing and account management in relation to End Customers including the promotion and marketing of FX deliverable services and/or international payments services to End Customers, End Customer account management and execution of trades over the phone to End Customers and training End Customers on the use of the Branded Payment Engine Services.

3. DATA PROTECTION LEGISLATION

3.1 Personal data. By using the services of KFX you will be providing TCC/TCCS with information which includes information that may be personal data within the meaning of the Data Protection Legislation which KFX and TCC/TCCS as a data controller, collect, store and process in accordance with the Data Protection Legislation. Both KFX or TCC/TCCS will only use personal information to allow them to provide you with the Services and to assess their risks in doing so. TCC/TCCS may send your personal data outside the European Economic Area but only to their Group Companies.

3.2 Identity. KFX and TCC/TCCS may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow them to provide you with the Services and to assess their risks in doing so including credit standing and compliance with all Know Your Customer (KYC) requirements. A record of this process will be kept and may be used to allow TCC/TCCS other Group Companies to similarly provide you with services and to assess their risks in doing so. Information may also be passed to other organisations or persons to prevent fraud.

3.3 Privacy Policy. Details on how KFX and TCC/TCCS use, collect and share your information and the steps they take to protect your information are set out in the Privacy Policy which can be found on the KFX website. By accepting these Terms of Use, you also agree to the terms of this Privacy Policy. You should print and keep a copy of the Privacy Policy together with these Terms of Use.

3.4 Data lawfully obtained. You confirm to us that any personal data which you or any of your officers, employees, agents or sub-contractors, supply to us at any time, has been lawfully obtained and will be lawfully supplied to us in accordance with the Data Protection Legislation.

3.4 Responsibility for Data. You as End User are responsible for

 (i) the content, quality, accuracy and completeness of the data provided and

(ii) any other data transmitted by you in connection with the use of the Payment Engine and the Services.

4. FEES AND AMOUNTS TO BE PAID

4.1 Fees. All transaction fees and service fees for the Services shall be as set out in the relevant Fees and Charges Schedules to be found on the KFX website and may be increased by KFX.

Pre-paid transaction and service fees are non-refundable.

4.2 Taxes. All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full, except for taxes based on our net income.

5. CLIENT HELP CENTRE AND SERVICE LEVELS

5.1 Client Help Centre. Currencies available for conversion, settlement schedule, payment cut-off times, and failed payment procedures are set out in the KFX Support Centre and the Services will be provided subject to and in accordance with the terms set out in the KFX Support Centre. KFX or TCC/TCCS will also in accordance with the Regulations communicate to you the maximum execution time for a payment, the charges payable by you in respect of a payment, the cut-off time for the payment system we use to transmit your payment and (where applicable) a breakdown of the amounts of any charges.

5.2 Telephone Conversations. Any telephone conversations KFX or TCC/TCCS have with you may be monitored and recorded and they may also maintain records of emails sent by or to you and your Authorised Person. You agree that they may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes and also in the prevention and detection of crime. However, neither KFX or TCC/TCCS may make or maintain such recordings or records or be able to make them available to you.

6. CONFIDENTIAL INFORMATION

6.1 Nondisclosure of Confidential Information. Each party agrees

(i) that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to enable it to perform its obligations under, these Terms of Use, nor disclose to any third party (except as required by law or to that party’s advisors as reasonably necessary), any of the other party’s Confidential Information and

(ii) will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. In addition, each party may reveal the other party’s Confidential Information only to its agents, representatives and employees who have a ‘need to know’ such information in connection with these Terms of Use, who are informed of the confidential nature of such Confidential Information and who shall agree to act in accordance with the terms and conditions of this section. Each party agrees that the obligations under this section will survive any expiration or termination of these Terms of Use.

7. OUR AGREEMENT WITH YOU

7.1 Our acceptance of you as a client. Our obligations under these Terms of Use are conditional upon the acceptance by KFX and TCC/TCCS of you as a client which is at their sole discretion and they reserve the right to decline to provide the Services or open an Account for you without specifying a reason. You acknowledge that all regulatory requirements need to be met before any Services are provided.

7.2 Your Representations and Warranties. You hereby represent and warrant to us at all times that

(i) you will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Payment Engine and the Services

(ii) you will use the Payment Engine and the Services only for lawful purposes

 (iii) you have full power and authority to enter into and comply with these Terms of Use

 (iv) title to all money and assets transferred to us under these Terms of Use will vest absolutely in us and not be subject to any charge or other rights of third parties

(v) you are compliant with all applicable laws in all jurisdictions in which you operate

(vi) you are not buying currency for the purposes of investment or speculation and

(vii) all information supplied to us by you is complete, accurate, up to date and truthful in all material respects.

8. LIABILITY

8.1 Instructions and Agreed Orders. Neither KFX or TCC/TCCS are entitled to act on instructions and rely on agreed Orders which are received from or made with you or an Authorised Person or appear so to be. You agree to indemnify KFX and TCC/TCCS for all losses arising from their doing so and from any losses they may incur resulting from any errors made by you or an Authorised Person in providing instructions to them or concluding Orders with them (whether verbally or in writing) unless these arise due to their negligence, wilful default or fraud. Neither KFX or TCC/TCCS shall be liable to you for the nonexecution of a payment or for the defective execution of the payment if the information you provide is

(i) receipt of written notice of the same,

(ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not dismissed within sixty (60) days of filing.

9.3 Additional Grounds for Termination. KFX or TCC/TCCS may suspend Services and terminate your Agreement at any time without prior notice if:

(i) a financial regulator, regulatory agency, or law enforcement agency posts a warning with regard to you:

(ii) any governmental, regulatory, or judicial authority directs us to suspend or terminate your Agreement;

(iii) a banking partner of KFX or TCC/TCCS requests that we terminate your Agreement; or

(iv) KFX or TCC/TCCS have reason to believe that you are engaged in fraud, money laundering, or terrorist financing.

9.4 Effect of Termination. Upon the effective date of termination:

(i) you will immediately cease all use of the KFX Website and the TCC/TCCS Payment Engine and return any and all copies of any documentation, notes and other materials comprising or regarding the Payment Engine; (ii) all of your payment obligations under these Terms of Use for Services will immediately become due and payable; and (iii) within thirty (30) days of such termination of your Agreement, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record-keeping requirement.

9.5 Survival. The following provisions will survive any expiration or termination of your Agreement: section 6.1 and any other provision that by their nature are intended to survive termination of your l Agreement. Any sums owed by you to KFX or TCC/TCCS under these Terms of Use shall become immediately due and payable on the expiration or termination of your Agreement.

10. MISCELLANEOUS

10.1 Independent Contractor. TCC/TCCS under these Terms of Use is an independent contractor and the relationship between KFX and TCC/TCCS is not partner, joint ventures, or co-owners as participants. Neither party has authority to contract for or bind the other.

10.2 Changes to the Payment Engine. TCC/TCCS reserve the right to modify the Payment Engine at any time as it deems necessary to comply with applicable laws and regulations or business needs, provided that such modification shall not thereby substantially degrade the functionality of the Payment Engine.

10.3 Assignment. You and KFX consent to TCC/TCCS to agree to TCC/TCCS assigning their rights under these Terms of Use at any time to

(i) one of TCC/TCCS’s Group Companies and/or

(ii) any person pursuant to a merger, consolidation or sale of any substantial portion of our business to which this these Terms of Use relate. You may not assign your rights under these Terms of Use without our prior written consent.

10.4 Governing Law and Forum. These Terms of Use (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with these Terms of Use and/or the Services provided hereunder (including in relation to any non-contractual obligations).

10.5 Entire Agreement and Waiver. These Terms of Use constitute the entire agreement between you, TCC/TCCS and KFX with respect to the subject matter hereof. All prior agreements,

representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under these Terms of Use shall not act as a waiver of subsequent breaches.

10.6 Severability. The provisions of these Terms of Use are severable, and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Terms of Use.

10.7 Amendments. TCC/TCCS reserve the right to amend these Terms of Use by giving KFX no less than 2 months’ notice and sending them revised terms and conditions by post or email or other electronic means. Such amendments will become effective on the date specified in their notice and unless otherwise agreed by us in writing, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.

10.8 Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, inability to procure materials or services, failure of power, riots, insurrection, war, mud-slide, fire, earthquake, tsunami, or other similar reasons of a like nature not the fault of the party delayed in performing work or doing acts required under these Terms of Use, such party shall immediately provide notice to the other party of such delay, and performance of such act shall excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

10.9 Third Party Rights. Nothing in these Terms of Use confers or is intended to confer a benefit enforceable by a person who is not a party to it and no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms of Use. Without prejudice to the generality of the foregoing KFX (and not any End Customer) will be the counterparty to a Contract and the recipient of the Services including without limitation the Branded Payment Engine Services.

10.10 Notices and Communications. Any notice required to be given under these Terms of Use shall be treated as having been served on delivery if by hand, 48 hours after posting (disregarding days which are not Business Days) and on completion of transmission if sent by or email or other electronic means. All communications in relation to these Terms of Use and the services contemplated hereunder, whether verbally or in writing, must be in the English language. All communications may be made by any reasonable means, including but not limited to, telephone, letter, electronic mail or other electronic means. We reserve the right to request that you confirm in writing any verbal communications that you may give us.

10.11 Complaints. If you feel that KFX or TCC/TCCS have not met your expectations in the delivery of the services or if you think KFX or TCC/TCCS have made a mistake, please let us know. We have internal procedures for handling complaints fairly and promptly in accordance with the FCA requirements. A copy of the KFX complaint’s procedure is available upon request and on the KFX Website. If you are an eligible claimant, you can take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR.

SCHEDULE 1

PAYMENT SERVICES AND E MONEY ACCOUNT OPERATION

The following provisions will apply to the Account Services and the Payment Services

1. Rights and obligations. These Terms of Use set out important rights and obligations including the liability of TCC/TCCS to KFX and you under the Regulations when you open an Account and ask KFX to provide Payment Services.

2. Scope of the Regulations. The Regulations do not apply to Foreign Exchange Services or to payments made to or from a bank account in your name including withdrawals from your Account. However, payment falling outside of the Regulations will be dealt with in accordance with these Terms of Use.

3. Account Status. Your Account is an electronic money account (denominated in a currency of your choice as selected by you from the available currencies) which enables you to send and receive electronic payments. The electronic money on your Account is issued in accordance with the Regulations and other applicable law. You cannot change the currency of your Account once you have attempted to process a payment and subject to closing your Account as described below the electronic money held on your Account does not expire but it will not earn any interest.

You have the right to withdraw funds from your account at any time. However, you may be required to confirm your identity beforehand. There is no minimum withdrawal amount but the funds on your Account must be sufficient to cover any applicable withdrawal fee.

You acknowledge that electronic money accounts are not bank accounts and accordingly the UK’s Financial Services Compensation Scheme (FSCS) does not apply to your Account. We strictly adhere to the legal requirements under the Regulations which are designed to ensure the safety and liquidity of funds deposited in electronic money accounts however in the unlikely event that we become insolvent; you may lose the electronic money held in your Account. For further information on how we safeguard client funds, please contact Client Support.

The electronic money on an Account belongs to the person registered with TCC/TCCS as the holder and no person other than the holder has any rights in relation to the funds held in an account and you may not assign or transfer your Account to a third party or otherwise grant any third party a legal or equitable interest over it.

Your Account may be subject to upload, payment and withdrawal limits due to security and legal requirements as determined by TCC/TCCS from time to time at their sole discretion and you may be asked to answer security questions or to complete other activities that we may reasonably require in relation to any upload, payment or withdrawal transaction.

TCC/TCCS reserve the right in their sole discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any upload, payment or withdrawal transaction. Upload, payment and withdrawal transactions may be subject to fees and currency conversion fees.

4. Opening an Account. In order to use Payment Services, you must first open an account with us.

By opening an account with us, you are also confirming that you

(i) have regular access to the internet and email and

(ii) are able to store information sent to you by email and other electronic means including the Portal in a Durable Medium by printing out or otherwise retaining for future reference all electronic communications sent and information made available to you by us (via the Portal or by email or telephone). It is for you to ensure that your contact details are up to date and that you are able to access any such communications and information at all times

5. Maintaining an Account. You must ensure that the information recorded on your Account is always complete, accurate and up to date and neither KFX or TCC/TCCS shall be liable for any loss arising out of your failure to do so. KFX or TCC/TCCS may ask you at any time to confirm and/or provide documents or other evidence as to the accuracy of this information.

KFX or TCC/TTCS may contact you via the Portal or by email with information or notices regarding your Account and Payment Services. It is your responsibility to regularly check the proper functionality of your e-mail account or other methods of communication that you have registered with your Account and to retrieve and read messages relating to your Account and Payment Services promptly. Neither KFX or TCC/TCCS shall be liable for any loss arising out of your failure to do so.

Fund uploads, payments received, payments sent, and fund withdrawals are displayed in your Account laundering procedures) on the payment details to be sent to the beneficiary’s bank or payment service provider to comply with anti-money laundering regulations

If you instruct KFX and TCC/TCCS to make payment to a new or an existing beneficiary, and your beneficiary account details are provided via an oral Instruction (such as by telephone, video conferencing or other similar means) or otherwise by a communication that is not in writing then KFX and TCC/TCCS we will send you an email containing the beneficiary account details you have provided. If you provide incorrect beneficiary details or you confirm incorrect beneficiary details contained in this email neither KFX or TCC/TCCS will be liable for any loss you incur, although we will use reasonable efforts to assist you in the recovery of your payment; KFX and TCC/TCCS reserve the right to charge you a fee to cover our reasonable costs for doing this.

To send a payment TCC/TCCS may use third-party intermediaries to complete the money transfer to a recipient if the recipient does not have an Account and the intermediary shall then be responsible for ensuring the onward transmission of the payment to the recipient and TCC/TCCS ‘s obligations under these Terms of Use for the onward transmission of funds shall be complete once such funds have been credited by TCC/TCCS to the account of the relevant intermediary. Neither KFX of TCC/TCCS will be liable for losses that result from such third-party charges or fees being applied to your payment

Subject to the Regulations KFX or TCC/TCCS may refuse your payment Instruction because for example you have not satisfied your obligations under these Terms of Use or either KFX of TCC/TCCS reasonably believe the payment to be unlawful. In these circumstances either KFX of TCC/TCCS shall

promptly notify you using your supplied contact details, stating wherever possible the reasons for the refusal, and the procedure for rectifying any payment detail errors that led to the refusal, but they reserve the right to charge you a fee to cover their reasonable costs for doing this. Neither KFX or TCC/TCCS are obliged to notify you of the refusal to execute the proposed transaction where they reasonably believe that such a notification would be unlawful.

If we receive a payment Instruction by 4.30pm on a Business Day, your payment Instruction will be deemed to have been received by us on that Business Day. If your payment Instruction is received after by 4.30pm or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. Your payment instruction will be acted on the earliest possible payment date available once the Contract has been performed unless you have requested a specific future date.

9. Receiving Payments. If you receive funds into your Account, KFX or TCC/TCCS will send you a notification e-mail and display the payment in your transaction’s history. You should regularly reconcile incoming payments with your own records.

You should be aware that receipt of funds to your Account does not necessarily mean that these transactions cannot be reversed. KFX and TCC/TCCS reserve the right to reverse a payment in case the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) an upload or other payment which was used to fund the payment to you.

10. Prohibited Payments. KFX and TCC/TCCS reserve the right, at their sole discretion to impose ‘acceptable use’ terms in relation to the operation of your Account and the provision of any payment service including the prohibition of certain categories of payment transactions for example payments in relation to the gaming, bitcoins and virtual currencies sectors by specifying these on the Website.

 You must not use your Account for any illegal purposes including without limitation fraud and money laundering. KFX and or TCC/TCCS will report any suspicious activity to the relevant law enforcement agency.

 If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section both KFX and TCC/TCCS reserve the right to reverse the transaction, and/or close or suspend your Account and/or report the transaction to the relevant law enforcement agency and/or claim damages from you.

11. Withdrawing Funds. You can request a withdrawal of all or part of the funds held in your Account at any time by logging into your Account and following the relevant instructions. We do not guarantee the use of any particular withdrawal method and may make changes to or discontinue the acceptance of any particular withdrawal method at any time as long as there is at least one withdrawal method available to you. You may only make a withdrawal to a bank account and where you are the named holder of such bank account. For the purposes of a withdrawal transaction, TCC/TCCS are a payer and not a payment service provider. You must ensure that the payment details you enter when withdrawing funds are correct and complete. Neither KFX or TCC/TCCS will be liable for funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details.

If you have withdrawn funds to the wrong payment details payment instrument, you may request that KFX or TCC/TCCS assist you in reclaiming the funds, however, we will charge you an administration fee and we cannot guarantee that the reclaim efforts will be successful.

12. Safeguarding Funds received in accordance with a payment instruction will be subject to the segregation requirements as set out in the Regulations and are referred to as ‘Relevant Funds’.

For the purposes of this clause ‘Relevant Funds’ means sums received from you or for your benefit from a payment service provider such as a bank for the execution of Payment Services on your behalf. Relevant Funds are held in segregated bank accounts which are independent of both KFX and TCC/TCCS business bank accounts. The purpose for so holding funds is to ensure that in the event of the insolvency of either KFX or TCC/TCCS, or if a financial claim is made against us, no creditor or claimant should be able to claim funds held in these accounts. This is because no other person or institution may have any rights or interest over the funds held in these accounts such as a lien over funds in these accounts. Relevant Funds are not covered under the Financial Services Compensation Scheme.

Relevant Funds do not include funds received from or to you or on your behalf in settlement of a Contract. When you transfer funds to KFX or TCC/TCCS to pay Margin Call(s) full ownership and title to these funds’ transfers to TCC/TCCS absolutely and such funds are considered as the funds of TCC/TCCS. They will not be Relevant Funds and so they will be placed into a TCC/TCCS business bank account and will not be afforded protection under the segregation rules of the Regulations.

Pursuant to the Regulations, neither KFX or TCC/TCCS will pay interest on funds paid to KFX or TCC/TCCS including balances held in segregated or client bank accounts and KFX or TCC/TCCS may retain, for their benefit, any interest which accrues from funds held in any accounts

SCHEDULE 2

FOREIGN EXCHANGE SERVICES AND BRANDED PAYMENT ENGINE SERVICES –CONTRACTS

The following provisions will apply to the Foreign Exchange Services and Branded Payment Engine Services and to all Contracts

1. Individual contracts. Each Contract shall be an individual contract and KFX or TCC/TCCS may at any time and at their sole discretion refuse to offer terms for any Contract.

2. No Advice. Neither KFX or TCC/TCCS shall provide you with any advice in connection with the Services or in respect of a Contract such as whether to proceed or not to proceed with a transaction or in respect of timing of a transaction or the legal, regulatory, tax, business, financial, accounting or other consequence of a transaction. All Services are provided on an execution only basis. Any decision to transact is always your decision and we cannot be liable for any loss including loss if exchange rates move before or after you transact. Any market information provided by KFX or TCC/TCCS is not provided as advice and you should not infer anything from the information. Foreign exchange conditions are very complex and volatile and subject to fluctuations outside of the control of KFX or TCC/TCCS and as a result, they cannot accept responsibility for your decision to enter a transaction under these Terms of Use.

3. Purpose. TCC/TCCS buy and sell currency to support personal and/or commercial purposes including, but not limited to, the buying of goods and services or property and therefore you should not use any Contract or the Services for investment or speculative purposes such as by trying to profit from fluctuations in foreign exchange rates and you should tell KFX and TCC/TCCS if that is your intention. KFX and/or TCC/TCCS may decline to deal with you if they have reason to believe that you are using any Contract or the Services for investment or speculative purposes and they shall not be liable to account to you any gains following any Close Out of a Contract or further Contract entered into by either KFX or TCC/TCCS pursuant to paragraph 6 below.

4. Instructions and Orders. You may give KFX or TCC/TCCS electronic or verbal instructions relating to a transaction for the purchase or sale and delivery of currency and they will at their sole discretion offer the commercial terms of a proposed contract. Once you accept the commercial terms of the Contract (by electronic or verbal or by any other means), you will become legally bound to perform the contract in accordance with the terms of the Order.

Following receipt of an Order, KFX or TCC/TCCS shall subsequently transmit electronically to you a contract note, which will confirm the details of the Order. Once TCC/TCCS has agreed an Order, you may not amend or cancel the Contract if they expressly agree (and any such amendment or cancellation shall be on the conditions specified by TCC/TCCS). KFX or TCC/TCCS may require further confirmation or information from you or an Authorised Person of any Order.

5. Limit order. KFX or TCC/TCCS may accept your instructions which include a limit order and they will use their reasonable endeavours to execute such an Order but if market conditions prevent TCC/TCCS from executing your instruction(s) in full or at all, then neither KFX or TCC/TCCS have no liability in respect thereof.

6. No Cancellation. Each Contract constitutes an irrevocable and legally binding agreement by you to purchase or buy (as the case may be) the relevant currency and as such you will have no right to cancel a Contract.

However, you may prior to the Maturity Date request that TCC/TCCS Close Out a Contract or enter into a further Contract to (as the case may be), sell the currency you agreed to buy or purchase the currency you agreed to sell but TCC/TCCS shall have sole discretion as to whether they enter into such further Contract or Close Out the Contract.

7. Funding a Contract. You must pay all funds specified by KFX and TCC/TCCS as required to pay to them in connection with a Contract (including any applicable transfer charges by electronic transmission) in full and in cleared funds into a client account specified by TCC/TCCS. Payment must be made on or before the Maturity Date or such earlier date as TCC/TCCS may specify and for the full value of the currency to be sold by you under the Contract and will hold and operate such account as a client-specified account. KFX and/or TCC/TCCS may deduct from any payment any fees, costs, taxation liabilities, or charges incurred by TCC/TCCS or KFX in respect of any transaction. You should be aware that receipt of funds from TCC/TCCS into your nominated/beneficiary bank account may result in charges being applied by the beneficiary/receiving bank which are your responsibility. KFX and TCC/TCCS are entitled to apply default interest pursuant to these Terms of Use if you fail to make any payment when it falls due.

Please see the daily cut-off times available at  http://kfxservices.com for settlement times. If funds do not arrive KFX and/or TCC/TCCS may at their discretion roll the trade to the next settlement day and apply a charge in accordance with the provisions of the Commercial Agreement.

8. Disputes. If a dispute arises between you and KFX or TCC/TCCS relating to the existence or terms of any Contract (a ‘Disputed Contract’), they may at their sole discretion Close Out the Disputed Contract pending settlement of the dispute. They will notify you (orally or in writing) of such action as soon as practical but if they do not the validity of any action by them shall not be affected.

9. Default & Refusal to Perform. KFX and/or TCC/TCCS may at their sole discretion refuse to perform or Close Out a Contract with or without giving prior notice to you, upon or at any time after any of the following events:

9.1 you fail to make any payment when due;

9.2 An Insolvency Event occurs, or you take a step to or suspend the payment of your debts;

9.3 you fail in any respect to fully and promptly comply with any obligations owed to KFX or TCC/TCCS, or if any information supplied by you or any representations made by you are or become materially inaccurate;

9.4 it becomes or may become unlawful for KFX or TCC/TCCS to maintain or to provide any of the Services or if you or KFX and/or TCC/TCCS are requested not to perform or to close out a Contract (or any part thereof) by the FCA and any governmental or regulatory authority whether or not that request is legally binding; or

9.5 KFX or TCC/TCCS consider it necessary to do so for their own protection including (without limitation) in the following circumstances: (i) protection from fraud; (ii) protection from your default; and (iii) protection from broad-based market failure.

If you become aware of the occurrence of any such event or any circumstances that mean that any such event is likely to occur, you must notify KFX and TCC/TCCS immediately.

If any event referred to above takes place, KFX or TCC/TCCS shall, at their discretion, be entitled to cancel any Contract then outstanding and charge you with all of the costs, expenses and losses that they may incur (including any action KFX and/of TCC/TCCS may take to cover or reduce their exposure). Any excess amount held by KFX and/or TCC/TCCS in respect of Contracts shall be returned to you after deducting all other sums due to them. Neither KFX or TCC/TCCS shall be responsible in any way for any delay in payment by them under this schedule 2 caused by you or any other third party.

10. Close Out. You will become liable on demand for all costs, expenses and losses that KFX and /or TCC/TCCS may incur as a result of any Close Out of a Contract pursuant to these Terms of Use together with interest at the rate provided for in these Terms of Use on any sums due to KFX and/or TCC/TCCS but unpaid and they will have no liability for any losses that may be sustained by you as a result of a Close Out nor shall they be liable to account to you any gains.

11. Forward Contracts. For a Forward Contract, TCC/TCCS shall require immediate payment to them in cleared funds of Margin whether from the balance of the sold currency or otherwise funded by you and in all cases by payment into an account nominated by TCC/TCCS and in amount(s) specified by them from time to time. In addition, KFX and/or TCC/TCCS will be entitled to require you to provide additional Margin in such amount(s) as they shall specify in the event of exchange rate fluctuations at any time prior to the Maturity Date. Both KFX and TCC/TCCS reserve the right to change the Margin requirement from time to time upon notification to you. All requests for additional Margin and increased Margin must be paid within 1 Business Day of our request.

12. Payment of Margin. If the Margin requirements have not been met in full Services cannot commence or continue and the Trade will not be executed, and KFX and/or TCC/TCCS reserve the right to Close Out the Contract if any payment of Margin is not made by the due date. Full ownership and title to all funds sent to TCC/TCCS as Margin shall transfer to them absolutely and you shall have no interest in such funds which TCC/TCCS will be entitled to deal with in their own right. You will have the right to be repaid any Margin held by us in excess of the minimums specified below.

13. Drawdown. With the written consent, of TCC/TCCS you may draw down against a Forward Contract at any time prior to its Maturity Date. TCC/TCCS may agree at any time prior to the Maturity Date to roll forward all or part of a Forward Contract until a later date upon agreement as to the terms and amounts payable by you to them.

14. Beneficiary details. You will need to notify us not less than 24 hours before the earlier of the Maturity Date of any Forward Contract or the date of any agreed draw down prior the Maturity Date with the details of the beneficiary, the payment means, and delivery instructions.

15. End Customers. TCC/TCCS deal with KFX as Principal only and they assume no obligations to End Customers and full ownership and title to all funds sent to them as Margin shall transfer to TCC/TCCS absolutely. All and any part of Margin may be applied across all and any Contracts and TCC/TCCS reserve the right to select which Contracts are subject to Close Out irrespective of any End Customer including without limitation in circumstances where an End Customer has made a payment of Margin direct to them. However, KFX and TCC/TCCS will make reasonable efforts to contact you before Close Out of any Contract.

Disclaimer

KFX Services Limited is a trading Partner of The Currency Cloud Limited. The Currency Cloud Limited. is registered with the UK Data Protection Act – Registration Number Z1550331

The Currency Cloud Limited is authorised by the UK Financial Conduct Authority under the Electronic Money Regulations 2011 and the Payment Services Regulations for the issuing of electronic money and the provision of payment services with FCA registration number 900199. In the US Currency Cloud operates in partnership with CFSB. CFSB fully owns the bank program and services are provided by The Currency Cloud Inc.