Best Exchange Trading Agreement

INTRODUCTION

GENERAL INFORMATION

Information about us: We, Best Exchange, provide facilities for the purchase or sale of exotic currencies and carrying out International Money Transfers. Best Exchange is registered with HM Customs & Excise as a Money Service Business.

Our Capacity: We act as principal and not as agent on your behalf.

SCOPE AND APPLICATION

Scope of this Agreement:This Agreement sets out the basis on which we will enter into International Money Transfers and foreign exchange transactions with you, and governs each transaction entered into or outstanding between us on or after the execution of this Agreement.

Commencement: This Agreement supersedes any previous agreement between us on the same subject matter and takes effect when you signify your acceptance of this Agreement. You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you (inequity, contract or tort, under the Misrepresentation Act 1967) for a representation other than a fraudulent misrepresentation, which is not set out in this agreement.

NO ADVICE

Execution only: We deal on an execution only basis and do not advise on the merits of particular Transactions, their taxation consequences or the composition of any account. We will not provide advice relating to possible future movements in currency values, or any form of financial investment.

Own judgment and suitability: In asking us to enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, professional advice and experience to make your own evaluation of the merits and risks of any Transaction. We give you no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.

Incidental information: Where we do provide market commentary or other information this is incidental to your dealing relationship with us. It is provided solely to enable you to make your own decisions and does not amount to advice. The accuracy or completeness of such we give no representation, warranty or guarantee as to the information or as to the tax consequences of any transaction.

CHARGES AND REMITTANCES

Charges: You will pay our charges as agreed with you from time to time.

Payments: All payments to us under this Agreement shall be made to the bank account designated by us for such purpose. All such payments shall be made by you without any deduction or withholding.
We shall not be obliged to make payment to you until we have received from you the appropriate counter-currency in cleared funds. All requests for payment from your account with us must be made to us in writing.

Third party payments and receipts: We will not normally make payments to or receive payments from third parties on your behalf. In the event that you request us to make payment to or receive payment from a third party on your behalf, we may do so at our own discretion. We will only do so if you have provided us with sufficient documentary evidence of the purpose of the payment to or receipt from a third party.
Default interest: If for whatever reason you fail to pay us any amount when it is due, we will charge you interest on any such unpaid amount calculated at the Bank Base rate (of each relevant currency) plus 6% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt. In the event that any payment made by or on behalf of you is dishonored, returned, not met on first presentation or stopped for whatever reason, we shall be entitled to an administrative charge of up to £200.00 in respect of each such event. This administrative charge will become payable by you in addition to any other sums due under these terms.

Currency indemnity: If we receive or recover any amount in respect of an obligation of yours in a Currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, you shall indemnify us and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in a Currency other than the Currency in which it was due.

PERSONAL DATA

Disclosure to others: We will treat all information we hold about you as private and confidential even when you are no longer a customer. We will not disclose any information we hold about you to others except:

(i) to the extent we are required to do so by any Applicable Regulations; (ii) where there is a duty to the public to disclose;
(iii) Where our interests require disclosure; or
(iv) at your request or with your consent.

Our use of information: You agree that we and other companies in our group may hold and process by computer or otherwise any information we hold about you and may use any of that information to administer and operate your account and to provide any service to you, to monitor and analyse the conduct of your account, to make any credit decision (as well as the interest rate, fees and other charges to be applied to your account) and to enable us to carry out statistical and other analysis. You agree that we may disclose that information to other companies in our group for these purposes.

Disclosure of information: We may also disclose information we hold about you to those who provide services to us or act as our agents, to any person to whom we transfer or propose to transfer any of our rights or duties under this Agreement and to licensed credit reference agencies or other organizations
that help us and others make credit decisions and reduce the incidence of fraud or in the course of carrying out identity, fraud prevention or credit control checks. In respect of a joint account, we may disclose to any of you information obtained by us from any of you in relation to the account.

Marketing: Subject to information provided by you in the account opening questionnaire we may analyse and use the information we hold about you to enable us to give you information (by post, telephone, email or other medium, using the contact details you have given us) about products and services offered by us, which we believe may be of interest to you. If you do not wish to receive marketing information, please let us know by contacting us in writing.

Access to information: You may have a right of access to some or all of the information we hold about you, or to have inaccurate information corrected, under data protection law. If you wish to exercise either of these rights, please contact us in writing.

ORDER PLACEMENT

INSTRUCTIONS AND BASIS OF DEALING

Placing of instructions: You may give us instructions in writing (including fax),by email or other electronic means or orally (including by telephone), unless we tell you that instructions can only be given in a particular way. If any instructions are received by us by telephone, computer or other medium we may ask you to confirm such instructions in writing. We shall be authorised to follow instructions notwithstanding your failure to confirm them in writing.

Authority: We shall be entitled to act for you upon instructions given or Purporting to be given by you or any person authorised on your behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions.

Cancellation of instructions: We can only cancel your instructions if we have not acted upon those instructions.

Right not to accept orders: We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we decline to enter into a proposed Transaction, we shall not be obliged to give a reason. We shall promptly notify you accordingly.

Confirmations: Confirmations shall, in the absence of manifest error, be conclusive and binding on you, unless we receive from period.

Performance and settlement: You will promptly deliver any money deliverable by you under a Transaction in accordance with that Transaction.

Amendments: Once given, instructions may only be withdrawn or amended with our consent.

Net exposure limits: We will require you to limit the net exposure which you may have with us at any time, as advised to you from time to time. We may in our sole discretion close out any one or more Transactions in order to ensure that such net exposure limits are maintained.

COLLATERAL ARRANGEMENTS

Form of collateral: Collateral shall be provided by you in cash or other form acceptable to us as determined by us in our absolute discretion.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Representations and warranties: You represent and warrant to us on the date this Agreement comes into effect and as of the date of each Transaction that:-

(a)you enter into this Agreement in pursuance of your requirement to take delivery of the Currency purchased by you from us under each Transaction;
(b)you have all necessary authority, powers, consents, licenses and authorizations and have taken all necessary action to enable you lawfully to enter into and perform this Agreement and such Transaction and to grant the security interests and powers referred to in this Agreement;
(c) the persons entering into this Agreement and each Transaction on your behalf have been duly authorised to do so;
(d)this Agreement, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any regulation, order, charge or agreement by which
you are bound;
(e)any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;
(f) except as otherwise agreed by us, you are the sole beneficial owner of all monies you transfer under this Agreement, free and clear of any security interest whatsoever.

Covenants: You covenant to us that:

(a) you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations referred to in this clause;
(b)upon demand, you will provide us with such information as we may reasonably require to evidence the matters referred to in this clause.

DEFAULT AND TERMINATION

Default:At any time after we have determined, in our absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, we shall be entitled without prior notice to you:

(a)to sell such of your currency as is in our possession or in the possession of any nominee or third party appointed under or pursuant to this Agreement, in each case as we may in our absolute discretion select or and upon such terms as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) in order to realize funds sufficient to cover any amount due by you hereunder, and/or
(b) to close out, replace or reverse any transaction, buy, sell, borrow or lend or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss
or liability under or in respect of any of your contracts, positions or commitments; and/or
(c) to treat any or all Transactions then outstanding as having been repudiated by you, in which event our obligations under such Transaction or Transactions shall thereupon be cancelled and terminated.

Termination: Either party may terminate this Agreement (and the relationship between us) by giving ten days written notice of termination on the other. We may terminate this Agreement immediately if you fail to observe or perform any provision of this Agreement or in the event of your insolvency. Upon terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):

(a)all outstanding fees, charges and commissions; and
(b)any dealing expenses incurred by terminating this Agreement; and
(c) any losses and expenses realized in closing out any transactions or settling or concluding outstanding obligations incurred by us on your behalf.

Existing rights: Termination shall not affect then outstanding rights and obligations and Transactions which shall continue to be governed by this Agreement and the particular clauses agreed between us in relation to such Transactions until all obligations have been fully performed.

INDEMNITIES AND LIMITATION OF LIABILITY

EXCLUSIONS, LIMITATIONS AND INDEMNITY

General exclusion: Neither we nor our directors, officers, employees or agents shall be liable for any direct or indirect losses, damages, costs or expenses incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless arising directly from our or their respective gross negligence, willful default or fraud. In no circumstances shall we have any liability for consequential or special damage. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence.

Changes in the market: Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.

Force majeure:We shall not be liable to you for any partial or nonperformance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or the failure of agent or principal of ourselves, custodian, sub-custodian or dealer for any reason, to perform its obligations.

Indemnity: You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.

MISCELLANEOUS

Amendments: We may amend this Agreement by not less than ten business days written notice to you, except where it is impracticable in the circumstances. Such amendment will become effective on the date specified in the notice. Any other amendment must be agreed in writing between us unless otherwise agreed; an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.

Notices: Unless otherwise agreed, all notices, instructions and other communications to be given by one of us to the other under this Agreement shall be given to the address or fax number and to the individual or department specified in the account opening form in respect of you and and/or by notice in writing by either party.

(a)Any notice, instruction or other communication shall be deemed to take effect in the case of fax, on dispatch and, in the case of airmail or first class pre-paid post, five Business Days after dispatch. Notices, instructions and other communications made pursuant to this Agreement or any Transaction shall be effective if given by electronic mail.

(b)Each notice, instruction or other communication to you (except confirmations of trade, statements of account, and margin calls) shall be conclusive unless written notice of objection is received by us within five Business Days of the date on which such document was deemed to have been received. You will notify us in writing of any change of your address in accordance with this clause.

Assignment: This Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement,without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.

Time of essence: Time shall be of the essence in respect of all obligations of yours under this Agreement (including any Transaction).

Joint and several liabilities: If you are a partnership, or otherwise comprise more than one person, your liability under this Agreement shall be joint and several. In the event of the death, bankruptcy, winding-up or dissolution of any one or more of such persons, then (but without prejudice to the above or our rights in respect of such person and his successors) the obligations and rights of all other such persons under this Agreement shall continue in full force and effect.

Rights and remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction)or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

Set-off: Without prejudice to any other rights to which we may be entitled we may at any time and without notice to you set off any amount (whether actual or contingent, present or future) at any time owing between you and us.

Partial invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

Our records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.

Your records: You agree to keep adequate records to demonstrate the nature of orders submitted and the time at which such orders are submitted.

Third Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of this Agreement.

Co-operation for proceedings: If any action or proceeding is brought by or against us in relation to this Agreement or arising out of any act or omission by us required or permitted under this Agreement, you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.

GOVERNING LAW AND JURISDICTION

governing law: This Agreement shall be governed by and construed in accordance with English law.

Jurisdiction: Each of the parties irrevocably

 (a)for our benefit that the courts of England shall have jurisdiction to settle any suit, action or other proceedings relating to this Agreement ("Proceedings")
and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); and
(b)waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.
(c) Waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.