Terms & conditions

Welcome to Clearing

WTUK Terms and Conditions

The Terms and Conditions apply to our Products and Services. They describe the rights and obligations of you and us. This document forms a legally binding contract between you and WTUK Limited, trading as “Clearing” when you register and use our Services. By agreeing to these terms, you consent that all Services provided will be carried out in accordance with these terms. If you have any questions, please feel free to contact us.

WTUK, trading as Clearing, is a company established in England and Wales. Our company registration number is 08261731 and our registered office and head office is at The Landmark Business Centre, Tudor Square, West Bridgford, Nottingham, NG2 6BT.

1. Definitions

“Authorised Representatives” means someone you designate to represent you with Clearing, such as a trusted family member, employee, or any other person appointed by you to act on your behalf.

“Authorised Push Payment (APP) Fraud” means a type of fraud where someone is deceived into making a payment to a fraudster. The victim mistakenly believes they are making a legitimate payment, but the funds are actually sent to an account controlled by the fraudster.

“Business” means clients which are sole traders, corporations, freelancers, limited or public companies, partnerships.

“Business Day” means a day, other than a Saturday, Sunday, or a public holiday in England, when banks in London are open for business;

“Charity” means a charitable organisation as defined by the Charities Act 2006 in England and Wales, section 106 of the Charities and Trustee Investment (Scotland) Act 2005 in Scotland, or section 1(1) of the Charities Act (Northern Ireland) 2008 in Northern Ireland. A Small Charity means a charity with an annual income of less than £1m.

“Clients” and “you” means individual clients, authorised representatives (if applicable), sole traders, corporations, freelancers, limited or public companies, partnerships, micro-enterprises, and any other non-business organisation such as charity, association, etc.

“Consumer” means any natural person who is acting for purposes which are outside his/her trade or profession as per FCA definition.

“Corporate Opt-out Customer” means a client who is not defined as a Consumer, Micro-enterprise, or Small Charity as per PSR definition.

“Electronic Money” means electronically stored monetary value as represented by a claim on Clearing which is issued on receipt of funds for the purpose of making payment transactions and is accepted by Clearing

“E-money wallet” means a digital representation of traditional currency such as pounds, issued by banks and certain Financial Services Providers, stored electronically for transactions.

“Event of Insolvency” means the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against it or presented to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by Clearing) or in the case of a partnership has a bankruptcy petition presented against a partner;.

“Exchange Rate” means the rate offered by Clearing at the relevant time for the relevant currency pair (e.g., GBP to EUR, USD)

“FCA” means the Financial Conduct Authority

“Foreign Exchange” means the buying or selling of currency by exchanging one country’s currency for another for various purposes such as investment and international trade.

“Individual Client” means a natural person who is not a business.

“Payment Transaction” means an action of transferring funds from one party (the payer) to another (the payee) in order to settle a financial obligation through a bank transfer or e-money wallet.

“PSR”means the UK Payment Services Regulations 2017, as updated from time to time.

“Speculative Purpose” means buying or selling currency solely to try to profit from exchange rate fluctuations;

“Micro-Enterprise” means an enterprise which employs fewer than 10 persons and has a turnover or annual balance sheet that does not exceed €2 million as per the FCA handbook.

2. About these Terms and Conditions: Customer Agreement

2.1. This Customer Agreement is a contract between (“you”) and WTUK Limited, trading as Clearing (“Clearing/us/we”). It defines the terms and conditions under which we provide our Services to you (the “Agreement”). References to “you” include individual clients, sole traders, corporations, freelancers, limited or public companies, partnerships, micro-enterprises, and any other non-business organisation such as charity, association, etc.

2.2. This Agreement includes additional documents (the “Additional Documents”) that also apply to your use of our Services, such as:

(a)Our Privacy Policy, which details how we collect, use, and process your personal data
(b) Authorised Push Payment (APP) Fraud which details the typical APP fraud and warning signs to be aware of.
(c) Payment Timelines page which details the maximum execution time for payment transactions under clause 13 of this agreement, including the cut-off time.

2.3. By using our Services, you confirm that you accept and agree to this Agreement. If you do not agree, you must not use our Services.

2.4. In the event of any discrepancies between this Agreement, the Additional Documents, or information provided on our website, the terms of this Agreement will take precedence.

2.5. For certain Services,you may be required to agree to additional terms and conditions, which we will communicate to you before you use that Service.

2.6. We may update this Agreement from time to time. Any changes to this Agreement will take effect as soon as the Agreement is posted on our website, or on the date notified to you.

2.7. You can always view the most current version of this Agreement on our Website.

2.8. Corporate Opt-out. If you are not a consumer, micro-enterprise, or charity within the meaning of the PSR (see Sect 1 – Definitions), certain provisions in this Agreement, such as clause 7 and the provisions of Part 6 of PSR or regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92, and 94 of the PSR, will not apply to this Agreement. They will apply differently to you, and therefore, by agreeing to these Terms, you agree to these provisions.

2.9. This Agreement is governed by English law. Any dispute between you and us in connection with the Services and/or this Agreement shall be brought in the courts of England and Wales.

2.10. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, except as expressly provided in this Agreement. Neither of us will need to obtain the agreement of any other person to end or make any changes to this Agreement.

2.11. Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

2.12. Even if we postpone enforcing this Agreement, we can still enforce it later. If we delay in asking you to do certain things or taking certain actions, it will not prevent us from taking steps against you at a later date.

3. Who we are and how to contact us?

3.1. We are WTUK, trading as Clearing a company established in England and Wales. Our company registration number is 08261731 and our registered office and head office is at The Landmark Business Centre, Tudor Square, West Bridgford, Nottingham, NG2 6BT.

3.2. We are authorised and regulated by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 (FRN.900536) for the issuing of electronic money.

3.3. How to contact us: You can contact us by telephoning our Customer Service team at +44 (0) 20 8154 3174, by email at support@Clearing.com, or by post to The Landmark Business Centre, Tudor Square, West Bridgford, Nottingham, NG2 6BT. We do not charge you for telephoning us although you may have to pay your own call charges.

3.4. How we may contact you: If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us on your application form, or any contact details that you subsequently supply to us.

4. Our Services under this Agreement

4.1. Overview of Clearing’s Services: Clearing provides the following Services under these terms:

(a)   Clearing Account including Issuance of Virtual IBAN and Electronic Money,
(b)   Spot Foreign Exchange, and
(c)   Payment Transaction.

These products are governed by applicable financial regulations in the UK.

4.2. Clearing account: Clearing account is a virtual multi-currency account designed for electronic money transfers. You will receive a virtual IBAN, which allows you to send and receive payments to and from other Clearing accounts, as well as accounts with third-party payment service providers and banks, both locally and internationally.
4.2.2. This product does not include overdraft or credit facilities.

4.3. Spot Foreign Exchange: Clearing provides Spot Foreign Exchange, allowing you to convert one currency into another at defined market rates, which will be communicated prior to the execution of the contract based on your instructions.

4.4. Payments Transactions: You may send or receive payments to or from third-party accounts or your Clearing account using the money stored in an Electronic Money Wallet.

4.5. Market Information and Independent Judgment: It is important to note that Clearing acts solely on an execution basis and does not provide guidance on the merits of proposed orders. While we may offer information on currency markets and related topics, clients should exercise independent judgment when initiating an order and should not consider any information provided by us as advice.

4.5.1. Clearing does not supply currency for Speculative Purposes or provide investment advice.

4.6. Please note that Clearing Services, as described in clauses 4, 11, 12 and 13 of this agreement, will only be available to you during business hours and on business days. Services will not be provided on weekends or UK bank holidays. Services can only be initiated during business hours and on business days.

4.7. When you use Clearing Services under clause 13 of this agreement, it is important to comply with the information provided in the Payment Timelines page as well as these Terms. We will inform you of the maximum execution time for a payment, any charges you need to pay, the cut-off time for the payment system we use to process your payment and provide a breakdown of those charges. For more detailed execution times, please take a look at the information on page Payment Timelines page.

5. Onboarding Requirements

5.1. Using our Services: To start using our Services, you need to complete the application form and provide certain information as prompted by us.

5.2. Accuracy of Information: All information you give us must always be complete, accurate, and truthful. It is important to update this information whenever it changes. We cannot be held responsible for any loss arising from your failure to do so. We may ask you at any time to confirm your information’s accuracy and/or provide additional supporting documents.

5.3. Customer Due Diligence Checks: We are required by law to conduct certain security and customer due diligence checks on you in order to provide any Services to you and to allow you to have and maintain your relationship with Clearing. We may conduct enhanced due diligence on you, where appropriate, including authorised representatives, directors, shareholders, trustees, and ultimate beneficial owners for Business Clients, reserving the right to reasonably request additional information.

5.4. Information Requests: You agree to comply with any request from us for further information and provide such information in a format acceptable to us. Additionally, you agree that we may make, directly or through any third party, any enquiries we consider necessary to validate the information you provided to us.

5.5. Clearing reserves the right to close, suspend, or limit access to our Services if we are unable to obtain or verify any information related to you or your transaction.

6. Data Protection

6.1. Please refer to our Privacy Policy for detailed information on how we collect, use, and safeguard your personal information.

6.2. We adhere to strict data protection laws and regulations and implement measures to protect personal data. You grant us permission to use your personal information to provide Clearing Services. We may share your data with third parties for security purposes and regulatory compliance.

7. Complaints

7.1. If you have any complaints about us or our Services, you may contact us following our customer complaint procedure.

You can call our customer service team at +44 (0) 20 8154 3174, email us at complaints@clearing.com, or write to us at The Landmark Business Centre, Tudor Square, West Bridgford, Nottingham, NG2 6BT. For more information about our complaints procedure, please click here.

If you are not satisfied with how we handled your complaint, you may have the right to escalate your concerns to the Financial Ombudsman Service (FOS). You can contact the Financial Ombudsman Service at the following address:

The Financial Ombudsman Service (UK)
Exchange Tower
London
E14 9SR

Telephone: 0300 123 9123 or 0800 023 4567
Website: https://help.financial-ombudsman.org.uk/help

Please note that there is no charge for making a complaint to the Financial Ombudsman Service. If you are still not satisfied with the outcome, you can pursue legal action against us.

7.2. If you are a Corporate Opt-out customer, you will not be able to complain to the Financial Ombudsman Service. Additionally, the provisions of Part 6 of PSR or regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of the PSR will not apply to this Agreement. The period for notifying Clearing of any unauthorised transaction or incorrectly executed transaction and/or refund is sixty (60) days of the alleged error, rather than the thirteen (13) months under regulation 76 of the PSR.

8. Restrictions of Use

8.1. We have certain restrictions outlined in “Restricted Activities” that prohibit the use of Clearing’s Services for any restricted activities.

8.2. Clearing has the right to refuse a Service at its sole discretion. If we believe you are in material breach of these Terms or completing a transaction under the Services, we provide would be unlawful, we may refuse it. We will notify you of our refusal whenever possible.

8.3. If Clearing believes you have violated any provision of these Terms, we may take actions such as closing, suspending, or limiting your account access, updating inaccurate information, taking legal action, terminating these Terms or your access to Clearing’s Services, fully or partially reversing a transaction, or blocking your access to your account temporarily or permanently.

8.4. You must ensure that you only submit a transaction in compliance with all applicable laws and regulations.

8.5. If you submit a transaction that does not comply with these terms, we may request additional information, cancel the transaction, and refund the amount, or take other appropriate action.

9. Ensuring the Integrity of our Services to you

9.1 When accessing Clearing Services, you should:

(a) Change your password regularly and ensure that it is not reused for other online accounts.
(b) Never share your login details with anyone else, including the membership number, password, or other security credentials. If you suspect unauthorized access to your account, contact Customer Support. We will never ask you for your password.
(c) Always use strong passwords, such as ones that use a combination of letters, numbers, and symbols.
(d) Set up 2-step authentication if applicable.
(e) Keep your email account secure and inform Customer Support immediately if your email account is compromised.
(f) Regularly update your device’s browser to the latest version.
(g) Maintain your device’s operating systems with regular security updates provided by the operating system provider.
(h) Install and maintain the latest anti-virus software on your device, where applicable.
(i) Always ensure that when entering your Clearing username and password, it is only on our official platform via a browser at Clearing.com. Be cautious of phishing frauds and fake login portals.
(j) If you suspect you have become a victim of fraud, contact Customer Support.

9.3 If you suspect unauthorised use of your login credentials, contact Customer Support immediately.

9.4. You must provide us with any reasonable assistance we require to investigate and secure your account.

9.5. You are responsible for ensuring that your information technology, computer programs, and platform are configured to access our Services. We cannot guarantee that our Services will be free from bugs or viruses.

9.6. Authorised Push Payments (APP) Fraud: APP fraud occurs when a customer is tricked into authorising a payment to a fraudster, often through deceptive communication like phone calls or emails. The APP Fraud Reimbursement Policy protects consumers, including individuals, charities with incomes under £1 million, and micro-enterprises with fewer than 10 employees and revenues under EUR 2 million. However, the policy does not cover payments made before October 7, 2024, civil disputes, fraudulent actions by the customer, unlawful payments, or cases reported after 13 months. From October 7, 2024, new rules from the Payment Systems Regulator require payment service providers, such as Clearing, to reimburse victims of APP scams.
Victims of APP fraud are entitled to quick reimbursement, with up to £85,000 refunded within five business days, although some cases may take up to 35 days for investigation. Reimbursement can be denied if the customer was grossly negligent, but vulnerable customers are given special consideration. Payment firms involved in the transaction share the responsibility for reimbursement. Clearing commits to protecting vulnerable customers by adhering to FCA guidelines. To make a claim, victims should contact Clearing via email or phone, and non-customers should reach out to their payment provider or bank.

For more information on Authorised Push Payments Fraud and Security, please refer to our APP Fraud page.

10. Limits on how you can use our Services

10.1. If you are an Individual Client, you may only use our Services for personal purposes and not as a business account or for business purposes.
10.2. If you are a Business Client, you may only use our Services for business purposes.
10.3. You must not misuse our systems by:
(a) Introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful.
(b) Taking any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or attacking our website with any type of denial-of-service attack.
(c) Using an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software, or routine to bypass our robot exclusion headers.
(d) Interfering, disrupting, or attempting to interfere or to gain unauthorised access to our website, software, systems (including any networks and servers used to provide any of the Clearing Services) operated by us or on our behalf, any of the Clearing Services or other users’ use of any of the Clearing Services.

10.4.  You must not misuse our Services by:

(a) Breaching this Agreement, Additional Document, or any other agreement between you and any Clearing entity.
(b) Violating any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising).
(c) Infringing Clearing’s Intellectual Property.
(d) Acting in a manner that is defamatory, libelous, threatening or harassing.
(e) Providing false, inaccurate, or misleading information.
(f) Sending or receiving what we believe to be potentially fraudulently gained funds.
(g) Refusing to cooperate in an investigation or provide confirmation of your identity or any information requested by us.
(h) Using Clearing’s Services in a manner that results in or may result in:

i. requests by third parties to invalidate payments made to you.
ii. fees, fines, penalties or other liability or losses to Clearing, other Clearing customers, third parties or you.

(j) Accessing the Clearing Services from a country where Clearing is not permitted to operate.
(k) Taking any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers.

10.4 We may suspend your relationship with Clearing or your access to our Services. We may suspend or restrict its functionality if we have reasonable concerns about:
(a) the security of your Clearing relationship or information provided.
(b) suspected unauthorised or fraudulent use of our Services;
(c)Failure to Make Payment: You fail to make any payment for a Service when due and in accordance with these terms; or
(d) suspected violations of this Agreement or the Additional Documents.

10.5 We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or soon after, unless notifying you would be unlawful or compromise our reasonable security measures.

10.6 If we believe that any of the activities listed in this clause 10 have been taken by you, we may take several actions to protect Clearing, its customers and others, at any time and at our sole discretion. The actions we may take include, but are not limited to, the following:

(a) terminating this Agreement immediately.
(b) Terminating your access to our Services, without notice, and without penalty to us.
(c) reporting suspected breach of law, regulation, or criminal statute to the relevant law enforcement authorities, and we will cooperate with those authorities, including by disclosing your identity to them.
(d) refusing to provide our Services to you or your businesses or affiliates in the future.
(e) limiting your access to our website, software, systems (including any networks and servers used to provide any of the Clearing Services) operated by us or on our behalf, including limiting your ability to use our Services.
(f) update inaccurate information you provided us.
(g) taking legal action against you, including seeking damages and reimbursement for losses and fees.

10.7 Court Orders: If we receive a court order or any other legal process that affects you, or if we believe we are required to do so to comply with a court order, applicable law, or regulatory requirements, we may need to take certain actions. These actions could include holding payments to or from you or releasing your funds. We will use our own judgment to decide which action is necessary. Unless the court order, applicable law, regulatory requirement, or other legal process specifies otherwise, we will attempt to notify you of these actions using the contact information you have provided to us. We are not obligated to contest or appeal any court order or legal process related to your use of our Services. If we place a hold, reserve, or limitation on your account due to a court order, applicable law, regulatory requirement, or other legal process, it may remain in place for as long as reasonably necessary.

Products and Services

11. Your Clearing Account

11.1.  Your Clearing Account is an Electronic Money account that Clearing creates for you and stores value in the form of Eectronic Money. You may use the Electronic Money stored in your Clearing Account to enter transactions.

11.1.2. 1. Your Clearing Account enables you to hold, spend, send, and receive funds as well as convert currency.
(a) The funds in your Clearing Account do not expire and are issued in compliance with EMRs 11.
(b)The funds in your Clearing Account may not accrue interest or any return.
(c) You can hold your funds in any currency we support at any time.
(d) The funds in your Clearing Account are owned by you as the registered Clearing Account holder.
(e) You are not permitted to use your Clearing Account as security for any charge or other form of security.
(f) We reserve the right to impose certain limits on your Clearing Account based on the purpose of your use, your business type, country domicile, verification status, or other legal considerations. For more information about these limits, please contact our Customer Support team.
(g) We reserve the right to, at our sole and absolute discretion, reject a requested transaction or refund a payment or other transaction for any reason, including but not limited to instances where the value of your Clearing Account could exceed any value permitted under applicable laws and regulations or any other regulatory or risk limit prescribed for that Clearing Account.

11.2.  The funds you hold on to account with us at Clearing are held in line with the rules set out in the relevant Regulations. This means that the funds received from you in exchange for Electronic Money are held in a separate account with a reputable credit institution. This is called “safeguarding.”

11.3. Clearing is not a bank, and your Clearing Account is not a bank account. The funds held with Clearing, including balances in your Clearing Account, are not insured by any deposit protection scheme, including the Financial Services Compensation Scheme (FSCS).

11.4. Your funds are safely segregated from the company’s own funds, this therefore means your funds cannot be offset against any third-party liabilities in the unlikely event that Clearing goes out of business. Should this situation arise, a proportion of your funds may be deducted to cover the administrator’s costs in getting your money back to you.

11.5. Inbound Payments

11.5.1. You may request to receive money from a third party or yourself where available and in certain currencies. Alternatively, we may provide you with local account details that you or a third party can use to send money directly to your Clearing Account.

11.5.2. Any money you receive into your Clearing Account will be converted into Electronic Money and recorded. You should regularly check and confirm the receipt of incoming funds in your Clearing Account and let us know if you notice any irregularities or discrepancies.

11.5.3. We may conduct verification checks when you request Account Details, in addition to the checks required to obtain an Clearing Account. We may also conduct further checks as needed. It is your responsibility to update any third parties or arrangements where you receive funds using your Account Details. Clearing is not responsible for any issues that arise due to changes in your Account Details, and you must inform third parties about any changes to your Account Details.

11.5.4. We will credit your Clearing Account once the funds are received and have passed our security checks.

11.6. Outbound Payments

11.6.1. You may send funds available in your account via payments transactions to third party or another bank account at another financial institution that is in your name.
11.6.2. You need to ensure that the information you provide for outbound payments is accurate and complete. We will not be held responsible for any funds sent to the wrong recipient due to incorrect information provided by you.

11.6.3. If you have provided incorrect information to us, we may, but are not required to, assist you in recovering your funds. We cannot guarantee that such efforts will be successful as they rely on the policies and practices of other banks and institutions. Additionally, Clearing may not be able to confirm that your recipient’s name and account number match, as the names and other information associated with third-party accounts may not be known to Clearing. This means that if you provide an incorrect account number, your funds will most likely go to the wrong account.

12. Spot Foreign Exchange

12.1. The Spot Foreign Exchange Transaction enables you to exchange currencies at the defined rate communicated to you when you request a Foreign Exchange Transaction.

12.2. We will accept Spot Foreign Exchange transactions in both oral and written formats.

12.2.1. Telephone: A Spot Foreign Exchange transaction can be initiated through a verbal agreement during a telephone conversation. We present terms for a specific currency transfer, and you verbally agree to those terms.

12.2.2. Email: A Spot Foreign Exchange transaction can be initiated through email communication wherein we provide terms for a particular currency transfer. The email serves as an indication of the rates available at the time of sending and is not a formal offer to sell/buy at that rate. To formalise the transaction, your email reply becomes your formal offer to buy at the specific rate. We may accept this transaction by sending a second email, and the contract is formed at that point. We are then legally bound to provide the currency either immediately or at an agreed-upon later date.

12.2.3. Clearing Platform: When placing a transaction on the Clearing platform, your formal acceptance is indicated by clicking the “complete” button viewing the provided quote during transaction submission.

12.2. 4. Upon submitting a transaction through a phone conversation, email, or online Clearing Platform, we will confirm the transaction by sending an email detailing its specifics. It is crucial to carefully review all details, especially providing accurate bank details and dates for fund transfers.

12.3. We are authorised to act upon transactions from you and any individuals acting as your Authorised Representatives.

12.3.1. In order for us to accept transactions from authorised representatives, you must provide us with their details and specimen signatures. Our obligation to accept transactions from authorised representatives begins only after we have confirmed this in writing. We reserve the right to accept transactions, whether oral or written, from you or from any person claiming to be you, provided that we genuinely believe the communication is from you or your authorised representatives.

12.4. In this Agreement, the term “exchange rate” refers to the rate offered by Clearing at the relevant time for the relevant currency pair (e.g., GBP to EUR, USD to AUD). This rate is typically provided by a reference rate provider and is usually the mid-market exchange rate. We may change our reference rate provider without noticing to you.

12.5. We may not process your foreign exchange transaction until we have received the funds and specified fees in your e-wallet. It is your responsibility to ensure timely funding of a foreign exchange transaction through any Service we provide. We cannot be held responsible for the time taken for the money to be sent to us by your Bank or Payment Service Provider.

12.6. Refusal of foreign exchange transaction: We reserve the right to refuse any foreign exchange transaction if the conditions outlined in this Agreement have not been met. Reasons for refusal may include incorrect recipient information, insufficient available funds, or violations of this Agreement, including attempts to engage in currency trading or other trading not permitted by this Agreement. We will make every effort to notify you of any refusal, using the contact information provided to us, and stating (where possible) the reasons for such refusal, and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.

Accuracy of Information

12.8. You must ensure that the information you provide when setting up Spot Foreign Exchange Transaction is accurate. If we have processed your order according to the information you provided, it will be considered correctly completed even if you made a mistake.

Foreign Exchange Transaction Cancellation

12.9. If you wish to cancel a Foreign Exchange Transaction, you should contact us as soon as possible. You will be liable for any costs incurred by us in cancelling a Foreign Exchange Transaction

13. Making Payments

13.1 You can give us instructions to make a Payment Transaction in the following ways:

13.1.1. By telephone
13.1.2. By email
13.1.3. Through our online platform or
13.1.4. Electronically communicated

13.2. In order to set up a Payments Transaction, you will need to provide us with certain information, including but not limited to the full name of your recipient, your recipient’s bank account details (such as sort code and account number for UK accounts, or the International Bank Account Number (IBAN) for non-UK accounts), SWIFT Bank Identifier Code (BIC), as well as the amount and currency you are sending and any additional information we may request relating to the beneficiary including name, address and date of birth for compliance purposes.

13.3.  Payment Execution times:
When you make a Payment Transaction, it is important to comply with the information provided in the Payment Timelines page as well as these Terms. We will inform you of the maximum execution time for a payment, any charges you need to pay, the cut-off time for the payment system we use to process your payment and provide a breakdown of those charges. For more detailed execution times, please look at the information on Payment Timelines page.

13.4. We will only process your Payment Transaction if you hold sufficient cleared funds in accordance with this Agreement and the provided instructions. It is your responsibility to fund your e-money wallet in a timely manner, and we cannot be held responsible for the time it takes for the money to be sent to us by you or a third party’s bank or Payment Service Provider.

13.5. We reserve the right to refuse any Payment Transaction if the conditions outlined in this Agreement have not been met. Reasons for refusal may include incorrect recipient information, insufficient available funds, or violations of this Agreement. We will make every effort to notify you of any refusal, using the contact information provided to us, and stating (where possible) the reasons for such refusal, and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.

Accuracy of Information

13.6. You must ensure that the information you provide when setting up a Payment Transaction is accurate. If we have processed your order according to the information you provided, it will be considered correctly completed even if you made a mistake.

13.7. If you have provided incorrect information, we may, but are not required to, assist you in recovering your funds. However, we cannot guarantee that such efforts will be successful as they rely on the policies and practices of other banks and institutions. Additionally, we may not be able to confirm that your recipient’s name and account number match.

13.8. Once you make a Payment Transaction, the settlement and payout to the recipient are final and irrevocable unless otherwise provided in this Agreement or pursuant to applicable law.

Transaction Cancellation

13.9.  If you wish to cancel a Payment Transaction, you should contact us as soon as possible. You will be liable for any costs incurred by us in cancelling a Payment Transaction

14. Service Fees and other amounts payable by you

14.1. The fees outlined below apply when you use our Services and are considered an integral part of this agreement:

·       Clearing Account: Free of charge
·       Foreign Exchange Payments: Fees are based on transaction volumes
·       Same-Currency Payments: Fees are determined by transaction volumes

15. Intellectual Property

15.1. All software, data, materials, content, and documentation provided by Clearing and its affiliates are their exclusive property and protected by intellectual property laws.

15.2. You can only use these materials with written permission. Any unauthorised use is prohibited. Additionally, you may not use Clearing trademarks without prior written consent and may not use them in a way that implies sponsorship or endorsement by Clearing. Other trademarks and logos not owned by Clearing are the property of their respective owners and may not be used without permission.

16. Responsibility for Loss or Damage

16.1. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during your sign-up process.
16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, for fraud or fraudulent misrepresentation.

16.3 We are not liable for business losses. To the extent permissible by law, if you use our Services for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or similar.

16.4 We are not liable for technological attacks. We will not be liable for any loss or damage caused by a virus, or other technological issues or attacks or harmful material that may infect your computer equipment, computer programme, data or other proprietary material related to your use of our Services.

16.5 We have no control over websites linked to and from our website. We assume no responsibility for such Third-Party Materials or any loss or damage that may arise from your use of them.

16.6 Our liability to you for unauthorised payments. In case of an unauthorised payment, we shall at your request refund the payment amount including all fees deducted by us. We may require proof that such payments were unauthorised. This shall not apply where we believe:

(a) Your  personalised security features are lost, stolen, or misappropriated. You will be liable for the first GBP 35 of any unauthorised payments if we believe you should have been aware of the loss, theft, or unauthorised use. We will not hold you liable for the first GBP 35 if the unauthorised payment was caused either by our acts or omissions, or those of a third party expressly carrying out activities on our behalf. Your liability for the first GBP 35 also does not apply to any unauthorised transactions made after you have notified us (b) You have acted fraudulently.
(c) You do not quickly notify us of security issues (e.g., loss of your password). You remain liable for losses incurred up to your notification to us.
(d) The Payment Transaction was unauthorised, but you have with intent or gross negligence compromised the security or failed to comply with your obligations to use our Services in the manner set out in this Agreement. In such a case you shall be solely liable for all losses; or
(e) You don’t let us know about the unauthorised or incorrectly completed transaction within 13 months from the date of the Payment Transaction.

16.7. We are not liable for certain losses. You are solely responsible for losses arising from your gross negligence or fraud. We also will not be liable in the following instances:
(a) If through no fault of ours, you do not have enough funds available for your Money Transfer to complete the transaction.
(b) If there is a hold or your funds are subject to legal or administrative process or other encumbrance restricting their use.
(c) If the requested transaction is unauthorised as defined in this section of this Agreement.
(d) If circumstances beyond our control (such as fire, flood, or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken.
(e) Any other exception stated in this Agreement.

16.8. We are not liable for things which are outside of our control. We (and our affiliates) cannot be liable for our inability to deliver or delay because of things which are outside our control.

16.9. You are liable if you breach this Agreement or applicable laws. In the event of loss, claims, costs, or expenses (including reasonable legal fees) arising out of your breach of this Agreement, any applicable law or regulation and/or your, or any Authorised User’s use of our Services, you agree to defend, compensate us and our affiliates, and hold us harmless. This provision will continue after our relationship ends.

16.10. If you have a dispute with a third party that you send money to or receive money from using the Services, you release Clearing from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. This means that you must take caution when dealing with third parties when using our Services.
16.11. In entering this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

16.12. The Services are provided “As-Is” “Where Is” and “Where Available” and without any representation or warranty, whether express, implied, or statutory. Clearing specifically refuses any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We refuse all warranties with respect to the Services to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

16.13. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue, or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.

17. Changes to these Terms

17.1. We have the right to change this Agreement by providing at least two months’ notice, which will be delivered via email or through our Webpage. If you do not agree with the changes, you may terminate the Agreement immediately. However, immediate changes may be made if they are in your favor, required by law, related to the introduction of new services or functionality, or do not reduce your rights or increase your responsibilities. Changes to exchange rates can be made without notice, but we will notify you as soon as possible after such changes take place. For services deemed “payment services,” we will provide at least two months’ notice for any changes, whereas for non-payment services, we will give as much notice as possible if we are aware of such upcoming changes, particularly when they are required by law.
17.2 We may make immediate changes to this Agreement under specific circumstances, such as when the changes are more favorable to you, required by law, related to adding new services or functionality, or do not reduce your rights or increase your responsibilities. Changes to exchange rates will take effect immediately without notice, and you will not have the right to object to such changes. For changes involving “payment services,” we will provide a minimum of two months’ notice, while for non-payment services, we will give as much notice as possible when we are aware of such changes, especially those required by law.

18. Who can use our Services?

18.1. You must be based, organised or registered in a country or territory that we support in order to use our Services.

18.2. Disputes between you and an Authorised User regarding your Clearing Account or our Services are a matter between you and the Authorised User. You acknowledge that Clearing is not a party to any claim or dispute between you and your Authorised Users. Since you are responsible for the actions of Authorised Users, it is crucial that you choose them carefully. We recommend that you regularly assess who can be an Authorised User and review the activities carried out by Authorised Users on a regular basis.

19. Stopping your use of Clearing’s Services

19.1. You have the freedom to stop using Clearing and close your Clearing account whenever you choose. This Agreement remains in effect until your Clearing Account is terminated. You can close your Clearing account and stop using our Services at any time by following the steps outlined on our website.

19.2. If you decide to close your Clearing Account, please remember to let us know. We will give you information about any remaining balance. Before closing your account, Clearing will ask about where you want any remaining funds to go, including the option to transfer them to another third-party account.

19.3. After a request has been received to close or deactivate your Clearing Account, additional checks may be required before the funds can be returned to you.

19.4. You are not allowed to close your Clearing Account or delete your profile in order to avoid an investigation by Clearing or an enforcement agency, or if you have a pending transaction, dispute, or claim. If you try to do this, we may hold your money for a period of time that is reasonably necessary to protect our or a third party’s interest.

19.5. We may prevent your account from being closed or delete your profile if you have a negative balance, or if your Clearing Account is subject to a hold, limitation, or reserve.

When Clearing decides to terminate your relationship

19.6. We may terminate this Agreement and close your Clearing Account, or any Services associated with it by giving you two months’ prior notice, where required. Reasons for terminating your relationship may include discontinuing certain products or services.

19.7. If you are a corporate opt-out customer, the notice period for terminating this Agreement with Clearing may be thirty days, instead of two months. Clearing reserves the right to close your Clearing Account for any reason, even if that reason is not specifically listed in this Agreement.

 

WTSG Pte. Ltd Terms and Conditions

WTSG is licensed by the Monetary Authority of Singapore (MAS) to provide the Services. We do not supply currency or foreign exchange for speculative purposes, nor do we provide investment advice. We execute Orders based on your instructions but do not offer guidance on the merits of particular Orders.

1. Definitions and Interpretation (Singapore)

“Business Day”: A day when banks in Singapore are normally open for business.

“Charges”: Commissions and fees (including admin fees or late payment fees) by WTSG and/or your bank(s).

“Client Trust Account”: The pooled account in which all client monies are held on trust.

“Value Date”: The date WTSG must be put in funds for an Order to be fulfilled.

“Vests”: The transfer of legal title and ownership.

Any reference to a statutory provision includes amendments or re-enactments. Singular includes plural and vice versa.

2. Client’s Instructions

2.1. Order Acceptance

WTSG may accept oral or written Orders (including fax/email) from the Client or its Authorised Persons. Specimen signatures are required.

2.2. Risk of Fax/Email

You accept all risks if you use fax/email. WTSG isn’t liable for losses from instructions it reasonably believes to be genuine.

2.3. Order Formation

An Order is confirmed once WTSG accepts your proposal. WTSG may refuse a proposed Order without liability or explanation.

2.4. Irrevocability

Once placed, an Order can’t be rescinded or amended without WTSG’s express consent and potential fee adjustments.

3. Documentation

3.1. Due Diligence

The Client must comply with WTSG’s procedures and provide requested documentation before an Order is executed.

3.2. Confirmation Document

WTSG provides confirmation documents (fax, post, email) detailing the Order. Check for errors immediately.

3.3. Delivery & Timing

If you don’t notify WTSG of any error by the earlier of (a) two Business Days of receipt or (b) the Value Date, you’re deemed to have accepted the contents as correct.

4. Payment and Delivery

4.1. Third-Party Remittance

WTSG will only remit money to third parties it has screened under its legal obligations.

4.2. Notification of Payment Destination

You must notify WTSG at least two Business Days before the Value Date. If the Value Date is <2 days from the Order, WTSG cannot guarantee on-time remittance.

4.3. Payment Provisions

You pay WTSG the amount of the Order plus Charges or margin (“Payment Provisions”), only from a bank account in your name.

4.4. Remittance Timing

WTSG pays the Order amount to the Payment Destination on the Value Date if cleared funds are received by WTSG beforehand.

4.5. Set-Off

All sums due must be settled fully, without set-off or deduction. WTSG may combine or set-off amounts from any Client monies held if owed.

4.6. Client Trust Account

Monies not vested in WTSG are held in a client trust bank account, separate from WTSG’s own funds.

4.7. Delays

WTSG isn’t responsible for delays due to late receipt of funds or bank faults. Time of receipt at the final destination isn’t guaranteed.

4.8. Amending Value Date

If you request an extension of the Value Date and WTSG agrees, you bear any related costs.

5. Charges

The Client must pay WTSG’s Charges in line with agreed Payment Provisions.

6. Margin

6.1. Advance Payment (“Margin”)

WTSG may require immediate advance payment for future-dated Orders. This Margin is held in trust and provides security for the currency risk.

6.2. Vesting

•The Margin remains in the Client Trust Account until it “vests” in WTSG under certain events (e.g., Value Date, cancellation, Client insolvency, breach of Terms).

•No interest is owed on Margin funds.

6.3. Margin Call

If market moves unfavorably, WTSG may request more Margin within 24 hours. Failure to pay allows WTSG to cancel the Order.

6.4. Use of Margin

WTSG may use the Margin to cover losses or costs arising from the Client’s breach or market fluctuations.

7. Capacity and Warranties

By signing or placing Orders, you warrant that:

•You act as principal, not an agent for third parties.

•All information provided is truthful and accurate.

•Funds are for legitimate, non-speculative purposes.

•You will comply with any due diligence requests under MAS Regulations.

•Funds are lawfully obtained, not tainted by criminal activity.

•You are not involved in money laundering/terrorism financing.

•All warranties remain true at Order execution time.

8. Disputes

You consent to electronic recording of telephone conversations, which may be used as evidence if disputes arise. WTSG may destroy recordings at its discretion.

9. Termination

9.1. Right to Cancel

WTSG may cancel Orders if:

•Payment is not made when due.

•You breach these Terms.

•It becomes unlawful for WTSG to maintain your Orders.

•You become insolvent or cease business.

•WTSG deems cancellation necessary for its own protection.

9.2. Client Insolvency

If an Event of Insolvency occurs, you must notify WTSG immediately.

9.3. Unlawful Retention

WTSG may hold or retain your funds in line with any legal requirements.

10. WTSG’s Liability

10.1. Scope

WTSG isn’t liable for losses unless caused by its negligence or breach of contract.

10.2. Exclusion of Indirect Loss

WTSG won’t be liable for indirect or consequential losses (incl. profit loss).

10.3. Liability Cap

Any liability is capped at SGD 50,000 per claim or in aggregate.

10.4. No Responsibility for Delays

WTSG is not liable for third-party bank delays or faults.

11. Client’s Liability

11.1. Indemnification

You indemnify WTSG for all liabilities arising from:

•Your payment default.

•Actions taken on instructions from Authorised Persons.

•WTSG terminating an Order due to your breach.

11.2. Set-Off

WTSG may set off liabilities you owe against your funds.

12. General

12.1. No Third-Party Rights

The Contracts (Rights of Third Parties) Act doesn’t apply here.

12.2. No Partnership

Nothing forms a partnership, joint venture, or agency between the parties.

12.3. Survival

Clause 11 (Indemnities) and related provisions survive termination.

12.4. Entire Agreement

These Terms supersede previous agreements on the same subject.

12.5. Amendments

WTSG may amend these Terms by notice to you. Continuing to place Orders signifies acceptance.

12.6. Severability

If any provision is invalid, the remainder stays in effect.

12.7. Assignment

You cannot assign rights under this Agreement without WTSG’s written consent.

12.8. No Waiver

Delay in enforcing rights doesn’t waive them.

12.9. Governing Law

This Agreement is governed by Singapore law.

12.10. Dispute Resolution

Any dispute arising out of this Agreement is finally settled by arbitration at the Singapore International Arbitration Centre, with one arbitrator and in English.

WTSG PTE. LTD.

Registered Office: Unit #12-01 Hub Synergy Point,
70 Anson Road,
Singapore, 079905

UEN: 201429584Z

Licensed by the Monetary Authority of Singapore under the Money-changing and Remittance Businesses Act.

Everpay Canada Inc Terms and Conditions

  1. These Terms
    1. These terms and conditions, including the terms which apply when buying or selling currency and the terms which apply to payment services (the “Terms”), together with the application form (together, the “Agreement”), govern the provision of foreign currency exchange services and payment services to you by EVERPAY CANADA
    2. Please read these Terms You are required to read and agree to these Terms when you submit your application form to become a client of EVERPAY CANADA INC. Once you have been accepted as a client of EVERPAY CANADA INC, a copy of these Terms will be sent to you by email for your reference.
    3. By agreeing to these Terms, you agree with EVERPAY CANADA INC that all orders will be accepted on these Terms and all transactions will be carried out in accordance with these
    4. These Terms tell you who we are, how we will provide services to you, how we or you may change or end agreements under these Terms, what to do if you have any problems and other important
    5. If you have any queries in relation to these Terms, please contact us on the details below.
    6. Our services to you will be carried out as described below and with reasonable skill and

 

  1. Definitions
    1. References in these Terms to “we,” “us,” “our,” “ours,” or EVERPAY CANADA INC are references to EVERPAY CANADA INC and vice
    2. References in these Terms to “you,” “your,” “yours,” or “Client” are to you, the customer of EVERPAY CANADA INC and, as the context may require, your designated authorised representative(s) from time to “Authorised Persons” has the meaning set out in clause 1.4 of the Terms which apply when buying or selling currency;

“Business Day” means any day other than a Saturday, Sunday, or statutory holiday in Toronto, Ontario or any day on which commercial banks are open for business in Toronto, Ontario

“Clients” and “you” means Business Clients, Individual Clients and Authorised Persons;

    1. “Event of Insolvency” means the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against it or presented to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by EVERPAY CANADA INC) or in the case of a partnership has a bankruptcy petition presented against a partner;
    1. “Orders” has the meaning set out in clause 1 of the Terms which apply when buying or selling currency;
    2. “Speculative Purpose” means buying or selling currency solely to try to profit from exchange rate fluctuations;
    3. “Writing” when we use the words “writing” or “written” in these Terms, this includes emails;
    4. Any reference in the Terms to the singular shall, where appropriate, also include the plural and vice versa;
    5. Where a word or phrase starts with a capital letter such as Speculative Purposes then it is intended to have the meaning given to it in this

 

  1. Information about us, what we do and how to contact us
    1. Who we are: We are EVERPAY CANADA INC, a company established in Province of Our company registration number is 2025400447 and our registered office and head office is at Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.
    2. . We are registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) MSB Registration number M23890418
    3. What we do: EVERPAY CANADA INC provides multi-currency collection and remittance services.
    4. EVERPAY CANADA INC buys and sells currency on an execution only basis and does not provide advice as to the merits of proposed Whilst EVERPAY CANADA INC may provide information about currency markets and related matters, the Client relies entirely on its own judgement when placing an order and should not treat any information we provide to you as advice.
    5. EVERPAY CANADA INC does not supply currency for Speculative Purposes or provide investment
    6. How to contact us: You can contact us by telephoning our customer service team at +855 642-9004 , by email at support@Everpay.com, or by post to Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.
    7. . We do not charge you for telephoning us although you will have to pay your own call
    8. How we may contact you: If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us on your application form, or any contact details that you subsequently supply to us.

 

  1. On-boarding requirements
    1. EVERPAY CANADA INC reserves the right to refuse any person as a client, and not to supply services to any
    2. To be accepted as a client of EVERPAY CANADA INC, you must provide the information requested on our application form and any other information which we need in order to comply with the law and regulations governing our services, particularly those relating to money
    3. Once we have received your completed application form and your acceptance of these Terms, we will consider your application. If we accept you as a Client we will send you an email to confirm this and include a copy of these Terms for your
    4. Once we have confirmed that you have been accepted as a client of EVERPAY CANADA INC, you will be provided with our
  1. Data Protection
    1. You acknowledge that we may transfer your personal data between Canada the United Kingdom and between Canada and The United Kingdom and Singapore may provide for a different level of protection for personal data than that which is applicable in Canada. We will only transfer your personal data between WTUK and WTSG, and we will not share it with any third parties.
    2. EVERPAY is committed to complying with all applicable data protection laws and regulations, including the UK General Data Protection Regulation (GDPR), the Singapore Personal Data Protection Act (PDPA) and the Personal Information Protection and Electronic Documents Act (PIPEDA). We will only process personal data for lawful purposes and in accordance with the aforementioned
    3. EVERPAY provides individuals with access to their personal data and the right to access and Individuals can exercise these rights by contacting us through the channels provided in our Privacy Policy. Individuals may withdraw consent, subject to legal and contractual restrictions. If consent is withdrawn, EVERPAY will not be able to provide the foreign currency exchange services or payment services to the individual.
    4. EVERPAY uses service providers located outside of If you wish to receive information concerning EVERPAY use of service providers outside of Canada, please contact our Data Protection Officer at the address listed above
  1. Complaints and problems
    1. We are committed to providing the highest levels of If you have any questions or complaints about our services, please contact us. You can telephone our customer service team on +855 642-9004 or write to us at complaints@clearing.com or Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.
  1. Other important Terms
    1. Recording of telephone The parties agree and consent to:
      1. the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
      2. the use of such recordings or transcripts from such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties;
      3. any such recordings or transcripts made by EVERPAY CANADA INC may be destroyed by EVERPAY CANADA INC in accordance with EVERPAY CANADA INC’s normal
    2. Transfer of You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
    3. Third party Nothing in this Agreement is intended to confer any benefit on any third party or any right to a third party to enforce a term of this Agreement.
    4. Documents may be sent by email or post. Proof of posting or dispatch of any document or other communications shall be deemed to be proof of receipt:
      1. in the case of email – the day of dispatch or, if not a Business Day, the next Business Day thereafter;
      2. in the case of delivery by first class post – 48 hours from the date of
    5. Documents shall be sent to the last known fax number, email address or address of either party as provided by the other party from time to
    6. No partnership, joint venture or Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.
    7. Illegality and If a court finds any part of this Agreement illegal or unenforceable, the rest of this Agreement will continue in full force and effect.
    8. Delay in enforcement. Any failure by either party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date (including any rollover charges and associated costs or any additional charges as passed by correspondent banks.)
    9. Assignment. The Client may not assign this agreement without the written consent of EVERPAY CANADA INC.
    10. Entire agreement. These Terms, together with the documents referred to therein and the Application Form, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior oral and written communications with respect If you require changes, please make sure that you ask for these to be put in writing. In that way we can avoid any problems surrounding what we and you are expected to do.
    11. Language. This Agreement is in English and any information or notifications which we send you will be in English. All documents provided to us must be in English and if translated to English the said document must be stamped and certified by an official translator. Any charges either directly or indirectly incurred as a result of translation will be the responsibility of the client.
    12. Governing Law and Jurisdiction. 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 Canadian law.
  1. Changes to the Terms & Conditions
    1. EVERPAY CANADA INC have the right to amend these Terms & Conditions with a minimum of 30 days’ notice in writing to the
  1. Capacity and warranties
    1. The law requires EVERPAY CANADA INC to know its This means that EVERPAY CANADA INC must obtain proof that a Client is who he or she has stated he or she is.
    2. Accordingly, when a Client agrees to these Terms and makes any orders, the Client warrants (which means you make a binding contractual promise to us) that:
      1. it is acting as a principal and not as an agent or an intermediary for any third party and will not do so without EVERPAY CANADA INC’s prior written approval;
      2. it has full power, authority and legal capacity to enter into this Agreement and place an order in accordance with this Agreement;
      3. all information supplied to EVERPAY CANADA INC in its application form, any orders and any correspondence with EVERPAY CANADA INC, including its address and personal details, is true and accurate in all material respects, that it has not withheld any information which would render the information supplied to be false or inaccurate in any material respect and that it will inform EVERPAY CANADA INC in any changes to that information;
      4. it will place Orders for non-Speculative Purposes and with genuine reasons for requiring an exchange of currency (other than for investment purposes);
      5. all Orders which are not spot transactions are entered into as a means to facilitate payment for identifiable goods, services or direct investment;
      6. it will provide to EVERPAY CANADA INC on request such information regarding its financial and business affairs as EVERPAY CANADA INC may reasonably
      7. all sums paid by it to EVERPAY CANADA INC belong to the client, have not been obtained by illegal means, are in no way tainted by criminal activity and are not subject to any charge, encumbrance or other security.
  1. If the Client fails to honour any of the warranties in clause 2, EVERPAY CANADA INC may at its sole discretion, immediately or at a later time, either suspend providing its services to the client or terminate the relationship entirely which may include not fulfilling any outstanding orders.

 

  1. Price and payment
    1. All payments due from the Client to EVERPAY CANADA INC under these Terms shall be made in full without any set-off, counter-claim, deduction or withholding whatsoever.
    2. EVERPAY CANADA INC has the right to deduct from any payments due to be made to, or on behalf of the Client, such amounts as EVERPAY CANADA INC may be required by law to deduct or may be charged to EVERPAY CANADA INC in respect of transfer or other
    3. EVERPAY CANADA INC have the right to set-off against any Client monies held by EVERPAY CANADA INC any amounts owed by the Clients to EVERPAY CANADA INC in respect of any
    4. All monies paid to us which belong to you and not us will be held in an account which is sperate from EVERPAY’s operational
    5. If you do not pay for any currency you purchase by the date due for payment, we will attempt to contact you to ask you whether you would like to keep your position If you do not pay by the date due for payment, we may close your position or, in our discretion, keep your position open for such time as we decide. If we keep your position open, you will have to pay us and associated costs or any additional charges as passed by correspondent banks as described in clause for keeping your position open until such time as we close your position.
    6. EVERPAY CANADA INC can charge interest if you pay If you do not make any payment to us by the due date set out in the email confirmation of your order, we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of Bank of Canada from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us the required interest together with any overdue amount.
  1. Termination of this agreement
    1. EVERPAY CANADA INC shall have the right to close out all or part of any Orders from the market without prior notice or further liability to the Business Client upon or at any time after the happening of any of the following events:
      1. the Business Client fails to make any payment for an Order when due and in accordance with this Agreement;
      2. the Business Client breaches any of the terms of this Agreement or fails to comply with its obligations to EVERPAY CANADA INC in respect of any Order;
      3. it becomes or may become unlawful for EVERPAY CANADA INC to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business or if EVERPAY CANADA INC or the Business Client are requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally
      4. an Event of Insolvency or any other similar or analogous event occurs under the laws of any applicable jurisdiction or if the Business Client ceases or threatens to cease to carry on all or part of its business;
      5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction; or
      6. EVERPAY CANADA INC at its absolute discretion considers it necessary or desirable to do so for its own protection provided that EVERPAY CANADA INC shall immediately inform the Business Client if it has closed out all or part of any Orders pursuant to this clause.
    1. If the Business Client becomes aware of the occurrence of any event referred to in clause 1, it shall give EVERPAY CANADA INC notice of such event forthwith.
    2. EVERPAY CANADA INC may retain all or any of the Business Client’s monies if it is required to do so by law and then deal with the money as ordered by a court or other body of competent
    3. Business Client has the right to terminate the Agreement without cause upon the giving of 30 days’ written notice not withstanding that any liability to EVERPAY CANADA INC has been satisfied.
  1. Our responsibility for loss or damage suffered by Clients
    1. In this clause “Liability” shall mean losses, costs (including legal costs) damages, expenses, taxes, duties, charges or any other liability
    2. We are responsible to Clients for foreseeable loss and damage caused by If we fail to comply with these terms, we are responsible for loss or damage Clients suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and the Client knew it might happen.
    3. Clients are liable to us in the same way and for the same losses as are set out in 12.1 above.
    4. EVERPAY CANADA INC will not be liable for any liability arising out of this agreement or any order made in pursuance of this agreement by reason of any cause except where it is due to the negligence or breach of contract of EVERPAY CANADA
    5. EVERPAY CANADA INC will not be liable for any loss or damage suffered as a result of any delay in payment attributable to the late arrival of monies in our client account to settle Orders. It is the Client’s responsibility to ensure that required monies are received by our designated bank on or before the date and time set out in the Client’s order confirmation email. This is essential to ensure the contract between us can be completed.
    6. Clients should allow at least one full Business Day to transfer monies to our designated account for the settlement of Orders as monies often take a full day and can take more. Clients should make all necessary enquiries to ensure that the money arrives in our account on time as we will not be able to complete the transaction on time and may not be able to sell at the rates we have offered
    7. EVERPAY CANADA INC will not be liable for any costs or losses incurred by Clients in relation to buying and selling currency as a result of any other events outside its If our performance of the services is affected by an event outside our control, then we will let you know as soon as possible and we will take steps to minimise the effect of the delay. However, we will not be liable for any costs arising from any delays caused by the event. If there is a risk of substantial delay Clients may contact us to cancel their Order and receive a refund for any services you have paid for but not received. An event outside our control means any event beyond our reasonable control.
    8. EVERPAY CANADA INC do not exclude or limit in any way its liability to Clients where it would be unlawful to do This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to our services.
    9. If Clients give us incomplete or incorrect information or fail to give us the information we need after we have requested it and, as a result, we are not able to supply the currency on time or at all, then we will not be liable for any losses that you incur as a consequence.
    10. We are not liable to Clients for business If Clients use our services for any commercial, business or re-sale purpose we will have no liability to Clients for any loss of profit, loss of business, business interruption or loss of business opportunity.
    11. In addition, EVERPAY CANADA INC’s liability to Business Clients under these Terms shall not exceed £10,000 in respect of any one claim or in aggregate.
    12. Nothing in this agreement shall limit or exclude the liability of either party:
      1. for death or personal injury resulting from negligence; or
      2. for fraud or fraudulent misrepresentation; or
      3. for breach of the condition as to title or the warranty as to quiet possession implied by EVERPAY CANADA INC excludes all liability other than that accepted in this clause 9 to the fullest extent permitted by law and, without prejudice to the generality of the foregoing, EVERPAY CANADA INC accepts no responsibility for any delay or the fault or failure of any third party involved in the transmission, provision or delivery of any Order.
  1. Clients Liability to EVERPAY CANADA INC
    1. The Client shall indemnify and keep EVERPAY CANADA INC indemnified on demand against all Liabilities incurred by EVERPAY CANADA INC in the proper performance of its services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality of such indemnity, against all amounts which EVERPAY CANADA INC may certify to be necessary to compensate it for all Liability sustained or incurred by EVERPAY CANADA INC (including but not limited to EVERPAY CANADA INC ‘s loss of profits) as a result of:
      1. any default in payment by the Client or any sum under this Agreement or any Order when due or any other breach by the Client of this Agreement;
      2. EVERPAY CANADA INC doing and taking all and any action and steps whatsoever to carry out the terms of any Client instructions whether oral or written from or purporting to be from Authorised Persons for such purpose pursuant to and in accordance with clause 4 appendix 1; or
      3. EVERPAY CANADA INC exercising its right under these Terms to terminate all or any part of any Order.
    2. EVERPAY CANADA INC may charge the Client interest daily on any amounts owing to EVERPAY CANADA INC (including any rollover charges and associated costs or any additional charges as passed by correspondent banks) at the rate of 4 per cent per annum above the Bank of Canada base rate from time to time in force compounded daily from the due date until
    3. In the event of a default in payment by the Client EVERPAY CANADA INC may without notice to the Client combine, consolidate or merge all or any of the Liabilities of the Client and may set-off or transfer any sums from time to time owed to the Client in or towards the satisfaction of any of the Liabilities of the Client and notwithstanding that the Liabilities may not be expressed in the same currency EVERPAY CANADA INC is authorised to effect any necessary currency conversions at the rates then

 

  1. Documentation
    1. EVERPAY CANADA INC will provide the Client with a document confirming the details of each Order which shall, whether sent by fax, post or email be conclusive evidence of the contract formed between the parties.
    2. Unless the Client notifies EVERPAY CANADA INC of any error or omission within the earlier of two Business Days of receipt of any documents issued by EVERPAY CANADA INC to the Client or the date of settlement of the Order, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the content of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein. The Client will contact EVERPAY CANADA INC if it has not received a document confirming the details of an Order within 48 hours of proposing the Order.
    3. Where the Client specifies a date for settlement of the Order which occurs less than two Business Days from the date of the Order, unless the Client notifies EVERPAY CANADA INC of any error or omission in any documents issued by EVERPAY CANADA INC to the Client at the point at which such documents are received by the Client, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the contract of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated
    4. Documents may be sent by fax, email or post and proof of posting or dispatch or any document or other communications shall be deemed to be proof of receipt (a) in the case of fax or email the day of despatch or if not a Business Day the next Business Day thereafter, and (b) in the case of delivery by first class post 48 hours from the date of
  1. Client agreement
    1. The Client requests EVERPAY CANADA INC from time to time to provide its services pursuant to the
    2. The Client has received, read and understood the Terms and agrees to be bound by them.
    3. The Client warrants that the information provided to EVERPAY CANADA INC is correct and that EVERPAY CANADA INC will be informed immediately in writing of any subsequent changes to that
    4. The Client consents to the digital recording of all telephone conversations with EVERPAY CANADA INC with or without an automatic tone warning device.

Appendix 1

Terms which apply when buying or selling currency

  1. Orders
    1. We will accept from you oral or written instructions (for the purchase and/or sale of currency (“Orders”).
    2. An Order may be made:
      1. During a telephone conversation where we offer you terms for a particular currency transfer and you verbally accept those terms;
      2. Where we offer you the terms for a particular currency transfer by email that email will be an indication of the rates available at the time we send the email. It is not a formal offer to sell/buy at that rate. If you wish to buy at that rate, then your email reply to us will be your formal offer to buy at the rate we have set out in our email. We may then accept that offer by sending you a second email and our sending that email will form the contract and we will be then and only then, be legally bound to provide the currency then or at a later date we have agreed
      3. In the case of an Order placed on our online platform when you click on the “Complete” button that appears once you have received an online quote.
    3. Once you have made an Order using one of the methods above at clause 1.2.1, 1.2.2 or 1.2.3, we will confirm your Order by sending an email to you setting out the details of that You should check carefully that all the details are correct and, in particular, note the appropriate bank details date or dates by which your funds must be transferred to us.
    4. We shall be entitled to act upon such Orders received from you, as well as any persons as you authorise (“Authorised Persons”). You must provide us with details of all Authorised Persons together with specimen signatures, and we will only be obliged to accept orders from Authorised Persons once, and from the point at which, we acknowledge in writing that we will accept Orders from the relevant Authorised We may accept Orders orally or in writing whether from the Client or purporting to be from the Client and which we honestly believe have come from the Client.
  1. Changing your mind
    1. Once a contract has been formed, you have no right to cancel the Order as EVERPAY CANADA INC will have immediately committed to buy the currency to fulfil your order. If you do need to make changes, we will be able to limit the losses we suffer (for which you are liable) if you inform us of any changes to your Order as soon as possible.
    2. If you change your mind prior to the services being completed, you must contact us and advise of this as soon as If we have accepted your order at the time you contact us, but you are yet to pay for the service, you will be liable for any costs incurred by us in processing and fulfilling your order.
    3. You do not have a right to change your mind in respect of our services once these have been This means that once you have placed an Order with us and we have purchased the required currency you have requested, and you have paid the required funds to us, you do not have the right to change your mind.