TERMS & CONDITIONS


1 Definitions
Agreement (or Terms) means these general terms together with any specific terms which may appear in any Contract Note
Client means any person placing an Order for Currency with ICN and ‘You’, ‘your’ and ‘yours’ will be construed accordingly
Client Holding Account means the segregated Client Account held at Barclays Bank PLC by ICN on behalf of its clients
Contract means an agreement or agreements for the sale or purchase of Currency
Contract Note means ICN’s document setting out details of Client’s Currency purchase, including exchange rate and Value Date of the transaction
Currency means any foreign currency worldwide purchased on Client’s behalf by ICN
Dealer means any of ICN’s brokers or dealers with or through whom ICN executes Currency transactions.
Forward Contract means a contract to buy or sell Currency on a future date at a predetermined rate
ICN means International Currency Network Ltd, whose registered office address is Chislehurst Business Centre, 1 Bromley Lane, Chislehurst, Kent BR7 6LH 4 and ‘We’ ‘us’ and ‘our’ will be construed accordingly.
Order means any and all instructions received by ICN from Client either orally or written (including facsimile) to carry out services for Client. Each and every Order will be subject to the Terms.
Value Date means the date specified on the Contract Note on which Client pays for and/or takes delivery of Currency.
Working Day means a day when UK clearing banks are open for business.


2 ICN’s Services
2.1 ICN provides facilities for the purchase or sale and delivery of Currency on behalf of its clients and You wish to enter into a Contract with ICN for the purchase, sale and delivery of Currency for use for personal purposes and have agreed with ICN that all transactions and Contracts shall be carried out on the Terms.
2.2 ICN’s services under this Agreement shall be limited to dealing and entering into a Contract with You relating to either spot currency transactions or forward currency transactions, which provide for delivery of Currency to You by electronic transfer. You expressly acknowledge that whilst ICN can give information on currency markets and other related matters, ICN does not provide advice as to the merits of any proposed Currency transaction, predict future exchange rates or provide taxation or other advice. You further acknowledge that any decision to buy/sell Currency lies solely with You and is based entirely on your own judgment.
2.3 Once your Order has been placed, You will be asked to telephone ICN’s Dealer to confirm that the rate quoted for your Order is acceptable to You. The Dealer will usually be able to confirm, in the course of that telephone call, that your Order is accepted and a Contract will then exist between You and ICN to buy/sell Currency at that quoted rate (subject always to these Terms).


3 ICN’s Obligations
3.1 We have to comply with UK Money Laundering Regulations 2003 and so must satisfy ourselves not only that You are who You say you are, but also that You are exchanging currency for a legitimate and non-speculative purpose. To do this, We must receive a duly completed Client Registration form from You (as well as any additional information/documentation required by any relevant legislation which We might request) before we can accept any Order.
3.2 For the purposes of 3.1 above, we will verify the information you provide. Such verification may be carried out electronically and we may make searches with an identity verification agency. We will use, record and copy utility bills and any other documents which you provide, along with the results of electronic checks we may perform, for audit purposes as part of our anti money-laundering requirements.
3.3 You may give us and We will accept completed Orders relating to a transaction for the purchase or sale and delivery of Currency, although We are not obliged to accept any Order and may refuse to do so without giving any reason. Such refusal will be at our absolute discretion and We will not be liable to You for any loss occasioned as a result.
3.4 Within 24 hours of completion of each and every Contract, We will send you a Contract Note by fax, post or email as evidence of the Contract you have entered into. Please note that even if You do not receive your Contract Note you are still bound by the Contract.
3.5 We will deliver the Currency to you in accordance with the relevant Contract Note and will deliver the Currency on the Value Date, provided that we have received payment from you in accordance with paragraph 6 of these Terms.


4 Client’s Obligations & Warranties
4.1 You must notify any errors or omissions in the Contract Note to ICN within 24 hours of receipt and failure to do so will be conclusive evidence of the accuracy and content of the Contract Note and You will not then be entitled to dispute its contents. You will also receive a telegraphic transfer instruction form to tell us where You wish Currency You have purchased to be paid. If you do not receive a telegraphic transfer form please telephone, e-mail or fax us your payment instructions.
4.2 You undertake to provide ICN with any additional information and documentation which it may reasonably request in relation to any relevant legislation including (without limitation) the UK Money Laundering Regulations 2003.
4.3 You undertake to take physical delivery of and pay for the Currency in question promptly on the Value Date specified in the relevant Contract Note and/or, in the event that further funds are called for by ICN, to pay such funds at such time or times as ICN may decide.
4.4 You warrant that at the date of this Agreement and at the date of execution of each Contract You have or will have the full power, authority capacity to place an Order as principal only and for your own account and that You will not act as agent for any third party whose identity has not been disclosed to ICN.
4.5 You declare that:
(a) You are entering into this Agreement for your own personal purposes only;
(b) any Currency You ask us to sell is legally yours and has not been obtained by any criminal activity;
(c) all information You provide to ICN will, at the time it is supplied, be true and accurate in all material respects and no information will be withheld or omitted so as to render information supplied false or inaccurate in any material respect.


5 Further Obligations – Deposits & Forward Contracts
5.1 You understand and agree that ICN may require a deposit from You to validate any Contract made, however, in the case of Forward Contracts, a 10% deposit of the total value of the Contract (known as ‘margin payment’) is due immediately from You to ICN. The balance of the Contract payment is due 3 Working Days before the Value Date.
5.2 ICN will hold the margin payment for You in a Client Holding Account at Barclays Bank PLC. You will not be entitled to any interest on the margin or on any other sums ICN may hold on your behalf for any Contract.
5.3 You undertake that the margin payment or such other funds to be provided as security for your obligations under this Agreement will be beneficially owned by You and will not be subject to any charge, lien or other encumbrance and You will not create any charge, lien or other encumbrance over any funds so provided.
5.4 The margin payment will vest automatically in ICN on the Value Date in any of the following circumstances:
(a) if You are in material breach of any of these Terms or any statute or regulation, or You fail to comply with your obligations to ICN in respect of an Order;
(b) in the circumstances set out in paragraph 7.2 below.
5.5 Your failure to make any margin payment in accordance with paragraph 4.1 above will be a fundamental breach of the Terms and shall entitle ICN, without prejudice to any other remedy available to it, immediately and without notice to terminate this Agreement and any Contract without liability.
5.6 All funds provided by You under a Contract (whether as security or otherwise) may be appropriated by ICN in the event that ICN incurs any liability, is exposed to increased market risk (as ICN in its discretion may decide) in respect of any Order or in the event that You are unable to pay your debts or fail to comply with or breach these Terms or any relevant statute or regulation.


6 Payments & Costs

6.1 All cleared funds must be received by ICN before 12pm (London time) on the Value Date and time shall be of the essence for the purposes of these Terms.
6.2 Once cleared funds have been received by ICN the Currency purchased will be forwarded electronically to the destination bank as instructed by You. For the avoidance of doubt You accept that it is You who is solely responsible for ensuring that all payments required under any Contract between You and ICN are made promptly and within the time-limits specified by the relevant Contract. You should note that banks have specified cut-off times for receipt and dispatch of electronic payments. ICN accepts no responsibility for any delay in onward payment attributable to the late arrival of funds or instructions for payment relative to the cut-off times of the designated bank and, in the event that late receipt of monies due from You to ICN under any Contract results in any additional transfer or other charges (including fees for any resultant overdraft on an ICN account) being incurred by ICN it may, at its sole discretion, deduct such amounts pursuant to clause 6.4 below.
6.3 ICN shall not be required to settle any Contract or to pay to You or to your order, any amount in respect of such Contract without first having received confirmation from the bank where the Client Holding Account is held or from any Dealer to the effect that the full amount of monies due and payable by You to ICN in respect of the Contract has in fact been received.
6.4 All payments due from You to ICN under these Terms shall be made in the currency specified in the Contract Note in full without any set-off, counterclaim, deduction or withholding whatsoever. ICN may deduct from any payment to be made to You such amounts as ICN may be required by law or regulatory authority to deduct in respect of taxation liabilities, or as may be charged to ICN in respect of transfer and other charges (including those charges referred to at clause 6.2).
6.5 ICN do not charge any commission but will charge a £15 Telegraphic Transfer fee on any Orders under £10,000.
6.6 The charge detailed at paragraph 6.5 may be waived at ICN’s discretion but You should be aware that other charges may be incurred, for example, by banks receiving your payment. This is beyond the control of ICN which accepts no liability for any such payment.


7 Disputes & Default
7.1 If at any time a dispute arises between You and ICN relating to the existence or terms of any Contract (a ‘Disputed Contract’) ICN may, in its absolute discretion and without prior notice to or any further authority from You, take whatever action it considers appropriate in relation to the Disputed Contract. ICN will notify You (orally or in writing) as soon as is practically possible thereafter of any action it has taken but any failure by ICN to give such notice will not prejudice the validity of such action.
7.2 ICN shall have the right to terminate all or any part of any Contract or this Agreement, without notice and without further liability to You for losses that may be sustained or other wise, on or at any time after the happening of any of the following events:
(a) You fail in any respect (including failing to make any payment when due under any Contract) fully and promptly to comply with any of your obligations under the Terms to ICN, or through ICN to any clearing house or bank, or if You are materially in breach of any statute or regulation, or commit a material breach of the representations in paragraph 4 or 5;
(b) whether in the UK or elsewhere You are unable to pay your debts as they fall due, make any composition with your creditors, suffer a receiver of some or all of your assets to be appointed, take or have any proceedings taken against You in bankruptcy;
(c) You die or become of unsound mind;
(d) it becomes or may become unlawful for ICN to maintain or give effect to all or any of the obligations under these Terms or otherwise to carry on its business or if ICN or You are requested to close out a Contract (or any part thereof) by any regulatory authority, whether or not that request is legally binding.
7.3 Any payment required to be made by You under this Agreement which is not made when due shall bear interest (after as well as before judgment) at a rate of four (4) per cent per annum over the base rate of Barclays plc from time to time. Such interest shall accrue and be calculated daily from the due date until the date of payment and shall be compounded monthly if not paid. In addition, should ICN terminate a Contract in accordance with this paragraph 7, it shall be entitled to make an administration charge of £250 in addition to any interest payable under this paragraph 7.3.


8 Limitation of liability & indemnity
8.1 ICN’s liability, should it be found to be at fault in respect of any Disputed Contract or otherwise in connection with these Terms (save in the case of death or personal injury caused by ICN’s negligence, fraud, or any other matter in respect of which, by law, ICN is not permitted to restrict its liability) shall not exceed an amount equal to the additional direct costs incurred by the Client in acquiring the Currency from an alternative source on the open market. Exclusions and limitations on damages shall apply regardless of how the loss or damage arose or was or may have been caused and against any theory of liability, whether based in contract, tort or otherwise.
8.2 Neither party shall be liable to the other for any failure or delay in performance of any Order or Contract Note which is caused by circumstances beyond its reasonable control.
8.3 The Client agrees to indemnify and keep ICN fully and effectively indemnified from and against all loss, damage or liability and all fees and costs (including legal costs) suffered or incurred by ICN as a result of breach by the Client of any or all of the Terms.


9 Miscellaneous
9.1 Should any of the Terms conflict with any Contract Note the Contract Note shall prevail and the Terms and the terms of any and all Contract Notes made subject to the Terms constitute the entire agreement and understanding of the parties, superseding all prior agreements and understandings, written or oral.
9.2 No failure on the part of any party to enforce at any time for any period or to delay in enforcing the provisions of these Terms will be construed as a waiver of such provision or of the right of the parties to enforce thereafter each and every provision of the Terms. The rights and remedies provided in these Terms and the indemnities contained in paragraph 8 are cumulative and not exclusive of any rights or remedies provided by law.
9.3 If at any time any provision of these Terms or any Contract is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, and neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby and, in addition, the remainder of the Terms shall remain in full force and effect as if the unenforceable or illegal part had been removed. Provisions which are, by their very nature, intended to survive termination cancellation or completion of the Client’s Order after acceptance by ICN shall survive such termination, cancellation or completion.
9.4 ICN may amend the Terms at any time by updating this posting. Since the amendments will apply to any Contracts you make with us after any changes have come into effect You should check from time to time to review the then current legal notice. Any changes will not be retrospective or affect any rights or obligations that have already arisen.
9.5 These Terms shall confer no benefit on any third party or the right to enforce any term or condition under the Contracts (Rights of Third Parties) Act 1999.
9.6 Proof of posting or dispatch of any document or other communication shall be deemed to be proof of receipt. Documents may be sent to each of the parties at their last known fax number, email or postal address.
9.7 The parties agree and consent to:
(a) the electronic recording by either party of telephone conversations between the parties with or without use of a warning tone; and
(b) the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties, as well as monitoring the quality of service.
9.8 Any data supplied to ICN by You is protected by the Data Protection Act 1998 and You agree that ICN may use such data for the purposes of performing its obligations under this Agreement, assessing your identity and making appropriate checks for the purposes of the money-laundering regulations.
9.9 This Agreement will be governed by and construed in all respects in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.