1. Introduction
1.1 Global Currency Exchange Network Limited (GCEN) of The Old Barn, Oasts Business Village, Redhill, Wateringbury, Maidstone, Kent, ME18 5NN provides facilities for the purchase or sale of currencies for use in connection with a trade or business or for other commercial purposes (but not, for the avoidance of doubt, for investment purposes). GCEN contracts with clients for the physical delivery of currency only.
1.2 The applicant identified as the other party to this agreement below (“the Client”) wishes to enter into contracts for the sale and delivery of currency with GCEN in connection with its business or for other commercial purposes and has agreed with GCEN that all transactions shall be completed and carried out on the terms and conditions (“the Terms”) set out below.‘
1.3 The Headings in this agreement are for convenience only and shall not affect its interpretation.

2 The Service
2.1 GCEN’s services shall be limited to dealing and entering into contracts for the sale and purchase of currency (“Contracts”) with clients for commercial purposes. Such services include, without limitation to the foregoing, forward contracts, forward time option contracts and limit orders. Where such Contracts are entered into, the details will be recorded in writing and sent by GCEN to the Client at the time the contract is concluded.
2.2 GCEN shall unless otherwise agreed, contract as principal with the Client for the delivery of the currency in question and deal with the Client on an execution basis only.
2.3 The Client hereby agrees that all orders are placed in pursuance of the Client's usual trade or business; and that the Client is not acting for any third party; and that the Client will take physical delivery of the purchased currency upon payment of the full amount of the sold currency as dictated by GCEN on the occasion of each individual contract. In this regard the Client warrants and represents that the transactions are for “Commercial Purposes”, not for regulated activities as defined by the Financial Services & Markets Act 2000, and will indemnify GCEN and keep it indemnified against any losses suffered by GCEN as a result of any breach of this paragraph 2.3 by the Client.
2.4 GCEN will, at its absolute discretion, accept orders to transact for the Client, verbally or in writing by post or electronic transmission from any officer of the Client or any staff duly authorised to place orders in the ‘Authorised Personnel’ provisions annexed to these Terms.
2.5 When entering into any contract the Client shall rely purely on its own judgement. GCEN may from time to time provide the Client with information concerning the foreign exchange markets (provided that in giving such information GCEN makes no warranty or representation as to its accuracy, and hereby excludes to the fullest extent possible any and all losses suffered by the Client in relying on such information) but GCEN will not offer any advice to the Client on the merits or otherwise of any currency transaction or provide advice on taxation or any investment products or markets to the Client.

3 Instructions
3.1 In accordance with paragraph 2.4 the Client may give GCEN oral or written orders or instructions relating to a transaction for the purpose of the sale and delivery of currency. GCEN may at its absolute discretion refuse any dealing instruction given given by the Client without giving any reason or being liablle for any loss occasioned thereby. In the case of an oral order, or oral instruction GCEN may require the Client to confirm such order or instruction in writing but GCEN may itself confirm the order or instruction by fax to the Client, which shall be final and conclusive evidence (in the absence of manifest error) of the order or the instruction.
3.2 Once an order or instruction has been given by or on behalf of the Client it cannot be rescinded, withdrawn or amended without GCEN’s express consent
3.3 GCEN may (but shall not be obliged to) require written confirmation (in such form as GCEN may specify from time to time) from the Client of any order or instruction if:
3.3.1 GCEN considers that such confirmation is desirable or that an order or instruction is ambiguous; or
3.3.2.1 The instruction is to close the Client's account or to remit the Client's funds to a third party.
3.4 GCEN will issue a contract note in respect of each contractentered into with the Client. The contract note will be sent to the Client by electronic mail or facsimile and will not prejudice in any way the rights of either party.
3.5 GCEN may, but is not obliged to send the Client a monthly statement with respect to each account of the Client which shall include details of transactions during the preceding calendar month.
3.6 Unless the Client notifies GCEN of any error or omission within 24 hours of receipt of any contract note, settlement notice or other document issued by GCEN, the client shall be deemed to have agreed and accepted the contents of the document and it shall be accepted that it is an accurate representation of the facts of its nature and content and will be legally binding on the client.

4 Financial Provisions
4.1 The Client shall facilitate payment into an account held at a bank designated by GCEN, in the name of GCEN and designated as a Client Account (the ‘Transaction Account’) cleared funds to the value of the currency to be sold by the Client (the ‘Sale Currency’) in order to secure payment. GCEN may, in its absolute discretion and without assigning a reason therefore, request a deposit from the Client in respect of any order for currency, in which case the deposit shall be payable immediately into the Transaction Account.
4.2 The Client shall pay any outstanding amount of the sale currency into the Transaction Account in cleared funds prior to the specified value date (being the date set out in the contract note as being the date on which the currency becomes available and the Client becomes obliged to pay).
4.3 GCEN shall not be required to settle any Contract or to pay to the Client, or to the Client’s order, any amount in respect of such contract without GCEN first having received from the bank where the Transaction Account is held or from any broker or dealer with or through whom GCEN executes currency transactions (the ‘Broker’) notice to the effect that the amount of Sale Currency due and payable by the Client to GCEN in respect of the contract, has in fact been received.
4.4 All payments due from the Client to GCEN under these Terms shall be made in full without any set-off, counterclaim, deduction or withholding whatsoever. GCEN may deduct from the payment to be made to the Client such amounts as GCEN may be required by law to deduct in respect of taxation liabilities or as may be charged to GCEN by the Broker in respect of transfer charges.
4.5 Banks have specified times of cut off for the receipt and dispatch of electronic payments. GCEN accepts no responsibility for any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank.
4.6 In the event of any significant exchange rate fluctuations occurring between the date of contract and the value date GCEN may require the Client to provide additional funds to maintain the value and level of the deposit at the stipulated percentage rate on the original contract note. Such funds shall be paid by the Client immediately and in full.
4.7 The Client undertakes warrants and represents that all funds to be provided by the Client will be beneficially owned by the Client and will not be subject to any charge, lien or other encumbrance and the Client will not create or permit the creation of any charge, lien or other encumbrance over any funds so provided.

5 Limitation of Liability
5.1 The following provisions set out GCEN’s entire liability to the Client in respect of any breach of its contractual obligations arising under these Terms (an ‘Event of Default’).
5.2 Nothing in this clause 5 shall be deemed to be an attempt by GCEN to limit its liability to the Client for death or personal injury resulting from GCEN’s own or that of its employees’ agents’ or sub-contractors’ negligence.
5.3 Subject to the provisions of sub-clause 5.2 above GCEN’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the direct loss incurred in connection with such contract, provided that GCEN's liability shall in no circumstances exceed the value of the currency as at the order date to be purchased by GCEN from the Client.
5.4 GCEN shall not in any circumstances be liable to the Client in respect of any Event of Default for loss of profits, goodwill, anticipated savings, or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable.
5.5 The Client shall, on demand by GCEN, indemnify GCEN and keep it indemnified against all losses, damages and costs of any nature suffered by GCEN including any costs suffered by GCEN in covering, reducing or eliminating its risk, arising as a result of any breach of the Client of these Terms.

6 Force majeure
6.1 If GCEN is affected by Force Majeure(meaning any fact or circumstances beyond the reasonable control of GCEN) it shall notify the Client of that fact as soon as is reasonably practicable.
6.2 GCEN shall not be deemed to be in breach of theses Terms, or otherwise be liable to the Client, by reason of any delay in performance, or non-performance, of any of its obligations hereunder, to the extent that such delay or non-performance is due to any Force Majeure, whether or not this is notified to the client at the time of its occurrence.

7 Default
7.1 GCEN shall have the right to close any contract by entering an equal but opposite contract or, at its absolute discretion, by any other actions deemed necessary without any further liability for any loss or otherwise in the event of any of the following:-
7.1.1 any default of payment by the Client
7.1.2 any other breach by the Client of these Terms
7.1.3 the Client goes into insolvency procedure (except for the purposes of solvent amalgamation or reconstruction and in such manner that the comapny resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under these Terms) or is unable to pay its debts as they fall due (as defined in section 123 of the Insolvency Act 1986).
7.1.4 it becomes unlawful for GCEN to give effect to any or all of its obligations to the Client under this agreement or where GCEN or the Client is ordered to close out a contract by any governmental or regulatory body.
7.1.5 GCEN considers it desirable to do so for its own protection.
7.1.6 Where a contract is closed out by GCEN in accordance with paragraph 7.1, a contract note will be issued and dispatched to the Client detailing the specifics of the closure and any loss suffered by GCEN as a result of such closure. In the event that GCEN suffers any loss as a result of such closure, the Client will indemnify and keep indemnified GCEN in respect of that loss.

8 Duration, termination
8.1 Either party shall be entitled to terminate these Terms forthwith by written notice to the other if:-
8.1.1 that other party commits any material breach of any of the provisions of these Terms and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
8.1.2 either party into any form of insolvency procedure (except for the purposes of solvent amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under these Terms) or is unable to pay its debts as they fall due (as defined in section 123 of the Insolvency Act 1986).
8.2 For the purposes of clause 8.1.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
8.3 Any waiver by either party of a breach of any provision of these Terms shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
8.4 The rights to terminate these Terms given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
8.5 Upon the termination of these Terms for any reason and following the conclusion of any foreign currency transaction enacted under these Terms and subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under these Terms save for any liablilties which have arisen under these Terms but which have not been discharged.

9 Nature of agreement
9.1 Nothing in these Terms shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
9.2 These Terms contain the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by a duly authorised director of GCEN and a duly authorised representative of the client.
9.3 Each party acknowledges that, in entering into these Terms, it does not do so on the basis of nor does it rely on any representation, warranty or other provision except as expressly provided herein, and that all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
9.4 It is intended that these Terms shall be reasonable as between GCEN and the Client having regard to the nature of them, but that if at any time any of these Terms are either unenforceable or void at law or pursuant to any ruling of any governmental authority, Court or tribunal, it shall not adversely affect or prejudice the remainder of them and it shall therefore be deemed to be excluded from these Terms and (where possible) to be replaced by such other enforceable and valid term or condition as shall be as near as may be to the original in both form and effect.
9.5 This Agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party hereby submits to the exclusive jurisdiction of the English Courts.

10 Notices and service
10.1 Any notice, document or other information to be given by either party to the other under these Terms shall be in writing and shall be deemed to have been duly given if left at or sent by first class pre-paid recorded delivery post or facsimile transmission or other electronic media to the recipient at the address as set out in these Terms, or using the relevant telecommunications number of the recipient as at the date hereof, or to such other address or telecommunications number as the recipient may from time to time designate in writing for such purpose.
10.2 Any notice, document or other information shall be deemed to have been received by the recipient two working days after the date of dispatch of the same by post, or where the notice, document or information is sent by hand or is given by facsimile or other electronic media simultaneously with the delivery or transmission (as appropriate). To prove the giving of notice it shall be sufficient to show that it was dispatched or delivered.