Terms & Conditions

TERMS AND CONDITIONS

 

Probitas Fidelis Ltd (“Fidelis”)

 

CLIENT FRAMEWORK AGREEMENT TERMS AND CONDITIONS OF BUSINESS

 

These terms and conditions version 03/01/2019 (“Terms”) are incorporated into all contracts between Probitas Fidelis Ltd and the Client in relation to the provision of foreign exchange services and payment services by Probitas Fidelis Ltd to the Client.

 

Please note that some of the services we offer are not regarded as a Regulated Activity.

 

Financial Conduct Authority Regulation: Probitas Fidelis Ltd (FRN: 596481) is Authorised and Regulated by the Financial Services Authority as an Authorised Payments Institution.

 

HMRC: Probitas Fidelis Ltd is registered as a Money Service Business with Her Majesty’s Customs & Excise as a Money Service Business (12666773).

 

Our Services: Probitas Fidelis Ltd supplies foreign exchange services consisting in the buying and selling of deliverable currencies for its clients for their personal and/or commercial requirements. Probitas Fidelis Ltd does not provide such services for investment or speculative purposes (as defined by the Financial Services and Markets Act 2000).

 

Probitas Fidelis Ltd services essentially comprise: –

 

  1. the purchase and sale of deliverable currency in accordance with the Client’s instructions to enter

into Same Day Contracts, Next Day Contracts, Spot Contracts and Forward Contracts;

  1. the acceptance of instructions to place Limit Orders;
  2. the acceptance of instructions to place Stop Losses; and
  3. payment services involving the delivery of currency by electronic

 

1 DEFINITIONS

  • Accepted Currency” means a Major Currency, Minor Currency or Exotic

 

  • Account” means the bank account shown on the Payment Instruction which the parties agree is

the bank account to which the Buy Currency is to be sent by Probitas Fidelis Ltd.

 

  • Adverse Market Movement” means an adverse movement in the foreign exchange market between the Buy Currency and the Sell Currency which would result in a loss if the Client failed to perform the

 

Authorised Person” means a person authorised by the Client to give Instructions on its behalf and whose identity has been notified in writing by the Client to Probitas Fidelis Ltd.

 

  • Applicable Regulations” means all laws and regulations from time to time in force relating directly or indirectly to the buying or selling of currency including, without limitation, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Payment Services Regulations

 

  • Balance” is the balance of the Sell Currency required to settle a Forward

 

  • Buy Currency” means the foreign exchange currency bought in accordance with the terms of

the Contract.

 

  • Charity” means a registered charity whose annual income is less than £1

 

  • Client” means the party receiving Probitas Fidelis Ltd Foreign Exchange Services pursuant to these Terms as specified in the Contract

 

  • Consumer” means an individual who is acting for purposes other than a trade, business or

profession.

 

Contract” means a foreign exchange contract entered into between Probitas Fidelis Ltd and the Client subject to these Terms under which Probitas Fidelis Ltd agrees to sell the Sell Currency supplied by the Client and the Client agrees to buy the Buy Currency and take delivery of the Buy Currency supplied by Probitas Fidelis Ltd on the Delivery Date.

 

Contract Date” is the date when the Contract is entered into between Probitas Fidelis Ltd and the Client as specified in the Contract Note.

 

  • Contract Note” means Probitas Fidelis Ltd’ written document setting out the details of the Contract which is sent by Probitas Fidelis Ltd to the Client following receipt from the Client of the Order, Limit Order or Stop Loss and its acceptance by Probitas Fidelis Ltd.

 

  • Corporate Client” means a Client which is not a “Consumer”, “Charity or “Micro-Enterprise”.

 

Delivery Date” is the date when Probitas Fidelis Ltd’ bank is instructed to send the Buy Currency to the Account.

 

  • Exotic Currency” means one of the currencies set out in the Appendix, Part C, as updated by

Probitas Fidelis Ltd from time to time.

 

  • Foreign Exchange Services” means the Foreign Exchange Services as set out in clauses 3 to 7 of these

 

  • Forward Contract” means a Contract where the Value Date is more than two Working Days

after the Contract Date.

 

  • Initial Margin” means the amount of Accepted Currency required to be paid over to Probitas Fidelis Ltd by the Client for a Contract calculated at the Margin

 

Limit Order” is an Instruction from the Client for Probitas Fidelis Ltd to enter into a Contract if the Probitas Fidelis Ltd Rate of the Sell Currency to the Buy Currency moves to a specified rate.

 

  • Major Currency” means one of the currencies set out in the Appendix, Part A, as updated by

Probitas Fidelis Ltd from time to time.

  • Margin Call” means a request by Probitas Fidelis Ltd to the Client for Variation
  • Margin Rate” means, the rate at which Initial Margin is

 

  • Mark to Market Valuation’’ means the process by which a Transaction is calculated as being ‘onside’ or ‘offside’. It is the notional or unrealised profit or loss position from hypothetically executing an equal and opposite transaction at prevailing market rates at the

 

  • Micro-Enterprise” means an enterprise which employs fewer than 10 people and whose annual turnover and/or annual balance sheet does not exceed €2 million, including self-employed people, family businesses engaged in craft or other activities and partnerships or associations regularly engaged in an economic

 

  • Minor Currency” means one of the currencies set out in the Appendix, Part B, as updated by Probitas Fidelis Ltd from time to

 

  • Next Day Contract” means a Contract where the Value Date is the Working Day after the

Contract Date.

 

  • Nominated Account” is the bank account nominated by Probitas Fidelis Ltd in the Contract Note for the receipt of funds from the Client or otherwise nominated by Probitas Fidelis Ltd from time to

 

Order” is an Instruction from the Client to Probitas Fidelis Ltd to enter into a Same Day Contract, Next Day Contract, Spot Contract or Forward Contract.

 

Order Confirmation” means Probitas Fidelis Ltd’ written document giving details of the Limit Order or Stop Loss that has been received by the Client.

 

  • Payment” means a payment by Probitas Fidelis Ltd to the Account by means of electronic

 

Payment Confirmation” means Probitas Fidelis Ltd’ written document showing the details of the Payment having been executed.

 

  • Payment Instruction” is an instruction from the Client for Probitas Fidelis Ltd to execute a

 

  • Payment Instrument” is any device or agreed set of procedures enabling the Client to access any accounts, obtain information on the Client’s account or give Payment Instructions to Probitas Fidelis Ltd.

 

  • Payment Services” means money remittance services provided by Probitas Fidelis Ltd as set out in clauses 12 to 17 of these Terms

 

  • Same Day Contract” means a Contract where the Value Date is the same day as the Contract

Date.

 

  • Sell Currency” means the foreign exchange currency sold by the Client in accordance with the terms of the

 

  • Probitas Fidelis Ltd” means Probitas Fidelis Ltd, a company registered in England and Wales with registration number 07619383 and having its registered office at The Old Dairy 12 Stephen Road, Oxford OX3 9AY United Kingdom. Trading offices Whichford House, Parkway Court, Oxford Business Park South, John Smith Drive, Oxford OX4 2JY United Kingdom.

 

Probitas Fidelis Ltd Rate” is the rate at which Probitas Fidelis Ltd is willing to transact business on Limit Orders or Stop Losses.

 

  • Spot Contract” means a Contract where the Value Date is two Working Days after the

Contract Date.

 

  • Stop Loss” is an Instruction from the Client for Probitas Fidelis Ltd to enter into a Contract if the Probitas Fidelis Ltd Rate of the Sell Currency to the Buy Currency moves to a specified

 

’Trading Instruction” means an instruction received by Probitas Fidelis Ltd from the Client to place an Order, Limit Order or Stop Loss in accordance with these Terms.

 

  • Transaction” means the underlying transaction of selling the Sell Currency and buying the Buy

Currency in relation to a particular Contract between the Client and Probitas Fidelis Ltd.

 

  • Value Date” is the date specified in the Contract Note on which the Sell Currency or the Balance (in the case of a Forward Contract) must be transferred by the Client to the Nominated Account.

 

  • Variation Margin” means the amount of Accepted Currency required by Probitas Fidelis Ltd in addition to the Initial Margin in accordance with these

 

  • Working Day” is a day when UK clearing banks are open for

 

  • Working Hour” is an hour during a Working

 

  • Unless the context otherwise requires, references to the singular include the

 

  • The headings contained in these Terms are for convenience only and do not affect their interpretation.

 

2 GENERAL CLIENT REPRESENTATIONS

At each Contract Date and Value Date, the Client represents and undertakes to Probitas Fidelis Ltd that:-

 

  • The Client is acting as principal and has full power and authority within the law to enter into a Contract with Probitas Fidelis Ltd and acknowledges that Probitas Fidelis Ltd is also acting as principal in relation to every Contract.

 

  • All information provided to Probitas Fidelis Ltd by the Client is true and accurate and that the Client will provide full disclosure of any information relevant to any Contract entered into with Probitas Fidelis Ltd, including, but not limited to: financial, company structure or legal and beneficial The Client agrees to notify Probitas Fidelis Ltd of any changes from time to time including but not only name, address, officers, bankers, and any other significant information which might affect Probitas Fidelis Ltd’ decisions relating to the Client.

 

  • The Client will make available on request any information which Probitas Fidelis Ltd may reasonably request to enable Probitas Fidelis Ltd to comply with the Applicable Regulations and/or make decisions as to whether or not to accept or continue with a

 

  • Each Contract entered into by the Client with Probitas Fidelis Ltd is for a genuine Transaction entered into for legitimate and legal personal or commercial

 

  • The Client relies on its own judgement when entering into the Contract and will not rely on any view or opinion expressed by Probitas Fidelis Ltd.

 

  • The Client wishes to enter into one or more Contracts with Probitas Fidelis Ltd for the purchase, sale and delivery of deliverable currency under these

 

  • The Client has the Sell Currency under its control, has the ability to transfer the Sell Currency to Probitas Fidelis Ltd on the Value Date and is willing and able to accept delivery of the Buy Currency on the Delivery

 

  • The Client is fully satisfied as to the financial standing and legal status of Probitas Fidelis Ltd.

 

TERMS FOR FOREIGN EXCHANGE SERVICES

  • CLIENT TRADING INSTRUCTIONS – FOREIGN EXCHANGE SERVICES GENERAL REQUIREMENTS
    • All Trading Instructions from the Client to Probitas Fidelis Ltd to perform any service or action are subject to these

 

TERMS AND CONDITIONS

  • Probitas Fidelis Ltd is not obliged to accept an Order, a Limit Order or a Stop Loss and may refuse to do so without giving any Probitas Fidelis Ltd will not be liable to a Client or any other party for any loss or damages resulting from Probitas Fidelis Ltd’ refusal to accept an Order, a Limit Order or a Stop Loss.

 

  • Each Order, if accepted by Probitas Fidelis Ltd, will result in the Client entering into a Contract and each Contract will constitute a separate severable

 

  • Where Probitas Fidelis Ltd accepts a Limit Order or Stop Loss a Contract will arise immediately the Limit Order or Stop Loss is filled by Probitas Fidelis Ltd. Probitas Fidelis Ltd will cancel a Limit Order or Stop Loss if clear Trading Instructions from the Client are received by Probitas Fidelis Ltd to do so before the Limit Order or Stop Loss is filled by Probitas Fidelis Ltd.

 

  • Only an Authorised Person may give Trading Instructions to Probitas Fidelis Ltd and may do so by means of telephone, fax, post or internet communication as set out in these

 

  • It is the Client’s responsibility to keep Probitas Fidelis Ltd updated as to the list of Authorised Persons and Probitas Fidelis Ltd will not be liable to the Client or a third party where it has accepted a Trading Instruction from a person who originally had authority to act on behalf of the Client but who does not now have authority if Probitas Fidelis Ltd has not been informed in the correct

 

  • Probitas Fidelis Ltd is entitled to act upon Trading Instructions which are or appear to be from the Client or any Authorised Person on behalf of the

 

  • Once a Trading Instruction is given by the Client, the Client may not withdraw or amend it without the prior written consent of Probitas Fidelis Ltd. Probitas Fidelis Ltd may, at its absolute discretion, refuse to accept such Client requests to withdraw or amend a Trading

 

  • Should Probitas Fidelis Ltd withdraw or amend a Trading Instruction at the Client’s request, the Client shall be liable to reimburse Probitas Fidelis Ltd in full, on demand, for any losses and costs incurred as a result of such withdrawal or

 

  • The Client warrants that it has the full authority to place a Trading Instruction as principal only and not as agent for any third party whose identity has not been disclosed to Probitas Fidelis Ltd.

 

  • Probitas Fidelis Ltd reserves the right to require written confirmation of any Trading Instruction, for example where the Trading Instruction appears to be ambiguous, or

 

TRADING INSTRUCTIONS RECEIVED BY FAX OR POST

  • The Client shall provide Probitas Fidelis Ltd with specimen signatures for all Authorised Probitas Fidelis Ltd shall use the signatures to authenticate faxed or posted written Trading Instructions and a signature substantially resembling the specimen shall be sufficient for Probitas Fidelis Ltd to authenticate a Trading Instruction as being from the Client.

 

  • The Client authorises Probitas Fidelis Ltd to act in accordance with all Trading Instructions that Probitas Fidelis Ltd may receive at any time in the form of a fax and which, in the opinion of Probitas Fidelis Ltd, comes from the Probitas Fidelis Ltd reserves the right to obtain further verification of the fax if it deems this to be necessary.

 

  • Whenever the Client gives a Trading Instruction by fax or post the Client accepts that

Probitas Fidelis Ltd cannot absolutely verify that a Trading Instruction is either properly placed by the Client or does not contain errors. Trading Instructions sent by fax or post are at the risk of the Client. The Client agrees to indemnify Probitas Fidelis Ltd against all losses which it may incur as a result of Probitas Fidelis Ltd accepting a Trading Instruction sent by fax or post and acknowledges that Probitas Fidelis Ltd is under no duty to make any enquiries concerning Trading Instructions sent by fax or post which are believed by Probitas Fidelis Ltd to be genuine Trading Instructions from the Client. Probitas Fidelis Ltd will act upon the faxed or posted Trading Instructions without further confirmation and the Trading Instructions are deemed to be binding on their receipt.

 

TRADING INSTRUCTIONS RECEIVED BY TELEPHONE

  • The Client agrees that all Authorised Persons are authorised to give Trading Instructions to place Orders, Limit Orders or Stop Losses to Probitas Fidelis Ltd by

 

  • Probitas Fidelis Ltd will check the authority of the caller by requesting the caller to give his or her name and provided that the name given is that of an Authorised Person, Probitas Fidelis Ltd shall be entitled to assume that the caller has full authority to give Trading

 

  • The Client acknowledges that Probitas Fidelis Ltd may, but shall be under no obligation to, record and store all telephone conversations. Telephone conversations may be recorded with or without an automatic warning In either case the recordings will be accepted by the Client as evidence of any Trading Instructions or other communication recorded. Probitas Fidelis Ltd reserves the right to produce and store a transcript or recording of the telephone conversation and use either the transcript or the recording for the purposes of verifying the details of any Trading Instructions or to resolve any disputes between the Client and Probitas Fidelis Ltd.

 

TRADING INSTRUCTIONS RECEIVED BY INTERNET COMMUNICATION

  • The Client agrees that all Authorised Persons are authorised to give Trading Instructions to Probitas Fidelis Ltd by internet communication which includes

 

  • The Client authorises Probitas Fidelis Ltd to act in accordance with all Trading Instructions that Probitas Fidelis Ltd may receive at any time and which, in the opinion of Probitas Fidelis Ltd come from the Probitas Fidelis Ltd reserves the right to obtain further verification of the internet communication if it deems this to be necessary.

 

  • Whenever an Authorised Person gives a Trading Instruction by internet communication the Client accepts that Probitas Fidelis Ltd cannot absolutely verify that it is either properly placed by the Client or does not contain Trading Instructions are given at the risk of the Client. The Client agrees to indemnify Probitas Fidelis Ltd against all losses which it may incur as a result of Probitas Fidelis Ltd accepting any Trading Instruction and acknowledges that Probitas Fidelis Ltd is under no duty to make any enquiries concerning Trading Instructions sent by internet communication which are believed by Probitas Fidelis Ltd to be genuine Trading Instruction from the Client.

 

  • The Client acknowledges that Probitas Fidelis Ltd may record and store all internet Probitas Fidelis Ltd reserves the right to produce and store copies of these communications in a central server and use these copies for the purposes of verifying the details of any Contract or to resolve any disputes between the Client and Probitas Fidelis Ltd.

 

  • Although Probitas Fidelis Ltd will endeavour to maintain the security and privacy of internet communications, the Client acknowledges that the internet and emails may not be a secure medium for the communication of sensitive The Client agrees that communication by email or its use of Probitas Fidelis Ltd’ website will be at the Client’s own risk.

 

4 TRADING DOCUMENTATION – FOREIGN EXCHANGE SERVICES

  • The Client will be solely responsible for ensuring that the details it supplies to Probitas Fidelis Ltd to enable Probitas Fidelis Ltd to execute a Trading Instruction, including without limitation the Client’s contact details and all other details of a Trading Instruction are true and accurate and will not withhold or omit any information that would render those details false or The Client agrees to notify Probitas Fidelis Ltd immediately if it becomes aware of any error or change in the details it has supplied to Probitas Fidelis Ltd.

 

  • The Client agrees that it will, on request, supply Probitas Fidelis Ltd with all the information and documentation necessary to enable Probitas Fidelis Ltd to comply with the Applicable Regulations and English

 

  • Following receipt of an Order, Limit Order or Stop Loss Probitas Fidelis Ltd shall transmit by email to the Client a Contract Note in the case of an Order and an Order Confirmation in the case of Limit Order or Stop A failure by Probitas Fidelis Ltd to issue a Contract Note or Order Confirmation to the Client will not prejudice the rights and obligations of either party under these Terms.

 

  • If Probitas Fidelis Ltd issues a Contract Note or Order Confirmation to the Client any error or omission in the content of such Contract Note or Order Confirmation must be notified to Probitas Fidelis Ltd within one working hour of its dispatch to the If the Contract Note or Order Confirmation is dispatched outside of normal working hours, (9 am to 5 pm GMT) any error or omission should be notified within the first hour of the next working day. Thereafter the Client is deemed to have accepted the content of the Contract Note or Order Confirmation and shall not thereafter be entitled to dispute the content of the Contract Note or Order Confirmation.

 

  • Contract Notes and Order Confirmations are to be sent by In exceptional circumstances and upon written request by the Client, they may be sent by fax or post. They shall be deemed to have been received by the Client upon transmission if sent by email or fax and 48 hours from the date of posting if sent by post. Documents shall be sent to the last known email address, postal address or fax number given by each party from time to time. It is the duty of the Client to ensure that Probitas Fidelis Ltd has up-to-date contact information.

 

  • Probitas Fidelis Ltd reserves the right to reissue the Contract Note or Order Confirmation to correct any inadvertent mistake, error or omission and Probitas Fidelis Ltd agrees to do so promptly as soon as it comes to Probitas Fidelis Ltd’

 

5 GENERAL OBLIGATIONS AND DEFAULT – FOREIGN EXCHANGE SERVICES

  • The Client accepts that the nature of the currency markets demands that any currency transaction between the Client and Probitas Fidelis Ltd is time critical and therefore time shall be of the essence in respect to any Client

 

  • The Client agrees that Probitas Fidelis Ltd may carry out any checks and may request any information from the Client it considers necessary regarding the financial status of the

 

  • For Same Day Contracts, Next Day Contracts and Spot Contracts, the Client must deliver cleared funds into the Nominated Account for the full amount of Sell Currency, less any margin, pertaining to that particular Contract already held by Probitas Fidelis Ltd on or before 12pm on the Value Date, as instructed by Probitas Fidelis Ltd. Failure to deliver the full amount of the Sell Currency by 12pm on the Value Date constitutes a material breach of these

 

  • All funds due from the Client to Probitas Fidelis Ltd under these Terms shall be made in full without any set- off, counter-claim or deduction whatsoever (including but not limited to bank charges or any Buy Currency relating to any other Contract) and in accordance with these Terms and any additional instructions from Probitas Fidelis Ltd.

 

  • Probitas Fidelis Ltd is not a deposit taking All funds received by Probitas Fidelis Ltd are for the specific purpose of foreign exchange services. No interest will be paid to the Client on any funds (including Initial Margin and Variation Margin) received by Probitas Fidelis Ltd from the Client for the duration of the Contract.

 

  • The Client agrees that Probitas Fidelis Ltd has the right to close out the Transaction and all or any part of any other outstanding transactions with Probitas Fidelis Ltd whenever entered into and to cancel any Limit Orders or Stop Losses whenever entered into if:-

 

  1. The Client fails to transfer the Sell Currency, the Balance, Initial Margin or Variation Margin to Probitas Fidelis Ltd when due in accordance with these Terms;
  2. The Client suffers any form of insolvency;
  3. The Client is in material breach of these Terms;
  4. Probitas Fidelis Ltd is requested to do so by any regulatory body;
  5. The Client notifies Probitas Fidelis Ltd that it does not intend to proceed with the Contract; or
  6. Probitas Fidelis Ltd considers it necessary to do so for its own

 

  • If the Client becomes aware of any event referred to in clause 6, it shall give Probitas Fidelis Ltd notice immediately.

6 INITIAL AND VARIATION MARGIN – FOREIGN EXCHANGE SERVICES GENERAL REQUIREMENTS

  • For all Forward Contracts the Client must transfer to the Nominated Account the Initial Margin (as instructed by Probitas Fidelis Ltd) within one Working Day of the Contract Date and the Balance by 12pm on the Value

 

  • Where Probitas Fidelis Ltd makes a Margin Call the Client must transfer to the Nominated Account the Variation Margin within one Working Day of Probitas Fidelis Ltd first communicating the Margin Call to the Client.
  • Probitas Fidelis Ltd reserves the right to require the Client to provide Initial Margin for any Contracts where Probitas Fidelis Ltd deems it to be necessary or Probitas Fidelis Ltd may at its entire discretion delay calling for Initial Margin or Variation Margin.

 

INITIAL MARGIN REQUIREMENTS

  • The Margin Rate is calculated at the relevant time (being the Contract Date in respect of the Initial Margin) as:

 

  1. 5% in respect of Contracts for Major Currencies;
  2. Between 5-10% in respect of Contracts for Minor Currencies as determined by Probitas Fidelis Ltd; or
  3. Between 10-15% in respect of Contracts for Exotic Currencies as determined by Probitas Fidelis Ltd.

 

  • Probitas Fidelis Ltd may change the Margin Rate without notice according to market

 

  • From time to time the Board of Directors of Probitas Fidelis Ltd may consider different Initial Margin arrangements, in exceptional circumstances, upon request from the Client on a case-by-case

 

  • Probitas Fidelis Ltd may change a currency’s designation from Major Currency to Minor Currency, or Minor Currency to Exotic Currency or vice versa without notice according to market

 

  • The Initial Margin will vest automatically in Probitas Fidelis Ltd on the Value Date or in any of the circumstances set out in these

 

VARIATION MARGIN REQUIREMENTS

  • Probitas Fidelis Ltd reserves the right to make a Margin Call at any time and on any number of occasions where there is:

 

  1. An Adverse Market Movement;
  2. General market conditions which lead Probitas Fidelis Ltd to believe that there may be an Adverse Market Movement;
  3. Concern as to the ability of the Client to settle the Sell Currency or the Balance or part thereof; or
  4. Circumstances that justify such action as determined by Probitas Fidelis Ltd.

 

  • Variation Margin is required in relation to an Adverse Market Movement where the market rate for the Sell Currency to the Buy Currency has moved adversely on a Mark to Market

 

  • If the Client requests it and it is due Probitas Fidelis Ltd will return the Variation Margin to the Client if there is a correction in the market which cancels out the full Adverse Market Movement but the obligation to return the Variation Margin is subject to 12.

 

  • Probitas Fidelis Ltd may, at its sole discretion, convert any Variation Margin held by Probitas Fidelis Ltd into Initial Margin in relation to any Contract it might hold with the

 

GENERAL MARGIN REQUIREMENTS

  • The Client undertakes that the Initial Margin and Variation Margin was at the date of transfer beneficially owned by the Client and was not subject to any charge, lien or other The Client undertakes that it will not create or attempt to create any charge, lien or other encumbrance over the Initial Margin or any Variation Margin.

 

  • If the Client fails to comply with any of its obligations under these Terms, the Initial Margin and any Variation may be used by Probitas Fidelis Ltd to settle, satisfy or reduce any liabilities of the Client to Probitas Fidelis Ltd under these

 

  • The Initial Margin and any Variation Margin may be retained by Probitas Fidelis Ltd and be either used as part of the Sell Currency payable by the Client in respect to the relevant Contract or put towards a separate Contract in accordance with Term 17.

 

  • Probitas Fidelis Ltd may at its discretion upon notifying the Client or at the Client’s request retain the Buy Currency on any one or more Contracts and use it towards settlement of any Initial Margin or Variation Margin or any Sell Currency required on another

 

  • Probitas Fidelis Ltd may at its discretion use the Initial Margin and any Variation Margin in relation to one Contract as Initial Margin or Variation Margin on another Contract with Probitas Fidelis Ltd where an Adverse Market Movement has caused the Initial Margin on such Contract to fall short of the Margin

 

  • In respect of Terms 16 and 6.17, Probitas Fidelis Ltd will exchange currency at the appropriate rate where necessary.

 

7 FEES, RATES AND CHARGES – Foreign Exchange Services

  • While Probitas Fidelis Ltd may charge the Client commission in relation to any Trading Contract, Probitas Fidelis Ltd shall be entitled to charge the Client as set out in Probitas Fidelis Ltd’ PAYMENT SERVICES’ TERMS and to deduct these charges from monies held by Probitas Fidelis Ltd for the In addition, Probitas Fidelis Ltd may deduct from a Payment such amounts as Probitas Fidelis Ltd may be required by law to deduct for example in respect to taxation liabilities.

 

  • Due to the nature of the currency market, Probitas Fidelis Ltd does not offer pre-set fixed rates or spreads in respect of the Sell Currency but quotes rates on a transaction by transaction

 

  • Probitas Fidelis Ltd may, upon request from the Client, quote a defined or fixed differential rate away from the market on a per currency pair

 

  • The Client acknowledges that Probitas Fidelis Ltd has no obligation to disclose to the Client any profit that it makes on a

 

  • If Probitas Fidelis Ltd cancels out the Transaction (that is the Transaction does not proceed to delivery of the Buy Currency), the Client shall be liable to Probitas Fidelis Ltd for any losses arising as a result of Probitas Fidelis Ltd having to reverse the Transaction and buy the Sell Currency and sell the Buy Currency to cancel out the Any such losses arising must be paid by the Client to Probitas Fidelis Ltd within one Working Day of the date that Probitas Fidelis Ltd cancels out the Transaction or otherwise cancelling the Transaction.

 

  • If Probitas Fidelis Ltd cancels out the Transaction (other than in relation to circumstances arising under clause

5.6 (f)) Probitas Fidelis Ltd is entitled to retain any profit that may arise as result of cancelling the Transaction.

 

7.8 In the event that the Client does not fulfil its obligations under a Contract, the Client will pay any interest charges incurred by Probitas Fidelis Ltd as a result of the non-fulfilment of the Client’s obligations.

 

8 COMPANY OBLIGATIONS AND LIMITATION OF LIABILITY – FOREIGN EXCHANGE SERVICES

  • Probitas Fidelis Ltd gives no warranties or representations whatsoever in relation to the exchange rates it provides for any Transaction and is under no obligation to provide the best or most competitive exchange rates
  • The maximum amount of the liability of Probitas Fidelis Ltd with respect to Foreign Exchange Services relating to a Contract will equal the amount of the direct loss resulting from any breach of

 

9 DISPUTES – FOREIGN EXCHANGE SERVICES

  • If a dispute arises between Probitas Fidelis Ltd and the Client at any time with respect to the Foreign Exchange Services, Probitas Fidelis Ltd may without notice take any reasonable action which it deems necessary and appropriate with respect to the Contract, including closing out any

 

  • Resolution of such a dispute may involve reference to electronic recordings, transcripts of those recordings and any other relevant material reflecting any of the conversations and/or correspondence between the Client and Probitas Fidelis Ltd. The Client accepts that evidence of any such recordings may be used by Probitas Fidelis Ltd in resolving any dispute or difference between the Client and Probitas Fidelis Ltd.

 

10 INDEMNITY – FOREIGN EXCHANGE SERVICES

  • The Client will indemnify Probitas Fidelis Ltd and keep it indemnified (during the proper performance of Probitas Fidelis Ltd’ Foreign Exchange Services and obligations under these Terms) in respect of all liabilities, claims, losses and costs (including reasonable legal costs) suffered by Probitas Fidelis Ltd and arising from any act or omission of the Client in breach of its obligations under these

 

11 NOTICES – FOREIGN EXCHANGE SERVICES

  • Clauses 2 to 10 of these Terms and all definitions that relate to Foreign Exchange Services may be varied by Probitas Fidelis Ltd at any time by giving reasonable notice in writing to the Client and Probitas Fidelis Ltd may inform the Client by publishing on its website such

 

  • Any notices in writing in connection with a Contract may be delivered either by hand or first class pre-paid post or by fax or email to the receiving party at the address set out in these Terms or otherwise previously notified to the other party in

 

  • Notices in writing will take effect:-
  1. If delivered personally, at the time of delivery to the address;
  2. If sent by first class pre-paid post, two Working Days after posting;
  3. If sent by fax or email, at the time of its

 

PAYMENT SERVICES TERMS

  • PAYMENT INSTRUCTIONS – PAYMENT SERVICES GENERAL REQUIREMENTS
    • Payment Instructions from the Client to Probitas Fidelis Ltd in relation to any Payment Service and all matters relating to any and all Payment Instruments are subject to clauses 12 and 13 of these Terms.

 

  • Only an Authorised Person may give Payment Instructions to Probitas Fidelis Ltd and may do so by means of fax post or internet communication as set out in this Clause 12 and the Client authorises Probitas Fidelis Ltd to accept such Payment

 

  • Probitas Fidelis Ltd will act upon Payment Instructions which are or appear to be from the Client or any Authorised Person on behalf of the

 

  • The Client may not revoke or amend a Payment Instruction after the end of the Working Day preceding the Delivery Date, without the prior written consent of Probitas Fidelis Ltd. Probitas Fidelis Ltd may, at its absolute discretion, refuse to accept such Client requests to revoke or amend a Payment

 

  • Should Probitas Fidelis Ltd revoke or amend a Payment Instruction at the Client’s request, the Client shall be liable to reimburse Probitas Fidelis Ltd in full, on demand, for any reasonable costs incurred as a result of such revocation or

 

  • The Client warrants that it has the full authority to place a Payment Instruction as principal only and not as agent for any third party whose identity has not been disclosed to Probitas Fidelis Ltd.

 

  • Probitas Fidelis Ltd reserves the right to require further written confirmation of any Payment Instruction, or example where the Payment Instruction appears to be ambiguous or

 

  • The Client accepts that Probitas Fidelis Ltd may introduce alternative methods of Payment Instrument from time to

 

PAYMENT INSTRUCTIONS RECEIVED BY FAX OR POST

  • The Client shall provide Probitas Fidelis Ltd with specimen signatures for all Authorised Probitas Fidelis Ltd shall use the signatures to authenticate faxed or posted written Payment Instructions and a signature substantially resembling the specimen shall be sufficient for Probitas Fidelis Ltd to authenticate a Payment Instruction as being from the Client.

 

PAYMENT INSTRUCTIONS RECEIVED BY INTERNET COMMUNICATION

  • The Client acknowledges that Probitas Fidelis Ltd may record and store all internet Probitas Fidelis Ltd reserves the right to produce and store copies of these communications in a central server and use these copies for the purposes of verifying the details of any Payment Instructions or to resolve any disputes between the Client and Probitas Fidelis Ltd.

 

  • Although Probitas Fidelis Ltd will endeavour to maintain the security and privacy of internet communications, the Client acknowledges that the internet and emails may not be a secure medium for the communication of sensitive The Client agrees that communication by email or its use of Probitas Fidelis Ltd’ websites will be at the Client’s own risk.

 

REFUSAL TO ACCEPT A PAYMENT INSTRUCTION

  • Probitas Fidelis Ltd reserves the right to refuse to accept or execute a Payment Instruction if:

 

  • there are insufficient cleared funds on the Client’s account with Probitas Fidelis Ltd;
  • the Client is in breach of these Terms or the terms relating to any other transaction with Probitas Fidelis Ltd;
  • Probitas Fidelis Ltd has reasonable grounds for suspecting fraud or other unlawful activity in relation thereto;
  • Probitas Fidelis Ltd believes there is a significant and detrimental change to the Client’s financial standing;
  • Probitas Fidelis Ltd is required to refuse to make the Payment on legal or regulatory grounds;
  • Probitas Fidelis Ltd believes that execution of the Payment Instruction may have a detrimental effect on

Probitas Fidelis Ltd’ reputation.

 

  • If Probitas Fidelis Ltd refuses to accept or execute a Payment Instruction it will inform the Client as soon as possible, give reasons for the refusal and where appropriate give the Client reasonable opportunity to remedy the reason for the

 

13 PAYMENT IMPLEMENTATION AND NOTIFICATION – PAYMENT SERVICES

  • On receipt of funds from the Client into the Nominated Account, Probitas Fidelis Ltd will immediately credit the ledger account for the Client with Probitas Fidelis Ltd according to the Value Date of the funds

 

  • Banks have specified times of cut-off as shown in Appendix 1 for the receipt and dispatch of electronic Probitas Fidelis Ltd accepts no responsibility for any delay in onward payment attributable to the late arrival of funds or Payment Instruction relative to the cut-off times of the designated bank. Probitas Fidelis Ltd will not be under any obligation to transfer the Buy Currency to the Account until it has unconditionally received the Sell Currency in full as cleared funds in the Nominated Account.

 

  • Provided that the full amount of Sell Currency or the Balance is received by Probitas Fidelis Ltd before 12 pm on the Value Date, Probitas Fidelis Ltd will on receipt of a valid Payment Instruction remit the Buy Currency to the Account but not earlier than the Delivery

 

  • Where the full amount of the Sell Currency or the full remaining Balance is received by Probitas Fidelis Ltd after 12 pm on the Value Date, Probitas Fidelis Ltd will, subject to clause 2, seek to remit the Buy Currency on the Delivery Date to the Account.

 

  • The Client is liable for all losses suffered and costs incurred by Probitas Fidelis Ltd or the Client as a result of the Client making payment into the wrong account at Probitas Fidelis Ltd or in the wrong currency to Probitas Fidelis Ltd.

 

  • Probitas Fidelis Ltd shall not be liable for any fees or commissions charged by any intermediary bank

(including the Client’s bank) when any funds are transferred to any of Probitas Fidelis Ltd’ bank accounts.

 

  • On the Delivery Date, and having received the appropriate Payment Instruction from the Client in the prescribed format Probitas Fidelis Ltd shall endeavour to transmit electronically to the Client a Payment pre-notification which will set out the details of the Payment which Probitas Fidelis Ltd intends to make and any applicable

 

  • Once Probitas Fidelis Ltd has remitted the Buy Currency it will endeavour to email the Client a Payment Confirmation which will set out the details of the Any failure by Probitas Fidelis Ltd to issue a Payment Confirmation to the Client does not mean the Payment has not been executed.

 

  • Payment Confirmations and pre-notifications are sent by In exceptional circumstances and upon written request by the Client, they may be sent by fax or post. They shall be deemed to have been received by the Client upon transmission if sent by email or fax and 48 hours from the date of posting if sent by post. Documents shall be sent to the last known email address, postal address or fax number given by each party from time to time. It is the duty of the Client to ensure that Probitas Fidelis Ltd has up-to-date contact information.

 

  • Upon request by the Client Probitas Fidelis Ltd will provide the Client with the appropriate SWIFT message confirming either Probitas Fidelis Ltd’ intention to remit funds or that the funds have been sent or credited as per the Payment

 

  • If Probitas Fidelis Ltd does not execute or incorrectly executes a transaction, Probitas Fidelis Ltd will without undue delay take the necessary action to rectify the error or

 

14 CHARGES – PAYMENT SERVICES

  • Subject to clause 2, Probitas Fidelis Ltd will not charge the Client for the remittance of one Payment of the Buy Currency under the Contract.

 

  • Probitas Fidelis Ltd reserves the right to charge the Client £20 (or the full cost to Probitas Fidelis Ltd if higher) in relation to each additional Payment under the

 

15 DISPUTES – PAYMENT SERVICES

  • If Probitas Fidelis Ltd issues a Payment Confirmation to a Corporate Client any error or omission must be notified to Probitas Fidelis Ltd within one hour of its dispatch by Probitas Fidelis Ltd to the Corporate Thereafter the Corporate Client is deemed to have accepted the Payment Confirmation and shall not thereafter be entitled to dispute the content of the Payment Confirmation.

 

  • For Clients other than Corporate Clients, the Client must notify Probitas Fidelis Ltd without delay by telephoning Probitas Fidelis Ltd’ Operations Department on the numbers given in the welcome email or settlement reminder to dispute any unauthorised or incorrect Payment The notice must be received by Probitas Fidelis Ltd no later than 13 months from the date of the Payment Confirmation. If the Client does not notify Probitas Fidelis Ltd within these timescales the Client is not entitled to any refunds.

 

  • For Clients other than Corporate Clients and subject to 4 where Probitas Fidelis Ltd establishes that the Payment was not authorised by the Client or incorrectly executed Probitas Fidelis Ltd will refund the amount of the Payment and where appropriate restore the Client’s account to the state it was in before the Payment was made.

 

  • Probitas Fidelis Ltd may make such reasonable investigations and enquiries as are necessary to establish whether or not the Payment Instruction has been properly authorised or

 

  • If the unauthorised transaction arises from the Client having acted fraudulently or negligently the Client will be liable for any losses

 

16 COMPANY OBLIGATIONS AND LIMITATION OF LIABILITY – PAYMENT SERVICES

  • Probitas Fidelis Ltd will ensure that the Nominated Account is compliant with the Payment Services Regulations 2009 and that it is a segregated bank account where Probitas Fidelis Ltd’ bank agrees that it will not consolidate or combine such account or the funds held in such an account with Probitas Fidelis Ltd’ own non- segregated accounts and the funds held in such

 

  • Subject to clause 3 Probitas Fidelis Ltd shall not be liable to the Client for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with any delay, failure or error in making any Payment pursuant to a Contract where such delay failure or error is caused directly or indirectly by:-

 

  1. Failure or error or essential maintenance or critical change or, repairs or alteration of any computer system or communications system or transmission link of any kind under the control of a third party or Probitas Fidelis Ltd; or
  2. The acts or omissions of any third party;
  3. Probitas Fidelis Ltd or any bank making necessary enquires as required by present or future Applicable Regulations.

 

  • Where the Client is a Consumer, a Charity or Micro-enterprise the Client might be entitled to claim a refund in relation to a Payment made under a Payment Instruction where:

 

  • The Payment was not authorised under these Terms;
  • Probitas Fidelis Ltd has incorrectly executed the Payment
    • If the Client is entitled to a refund Probitas Fidelis Ltd will reimburse interest and charges the Client has incurred as a result of the incorrect execution of the Probitas Fidelis Ltd will not pay any indirect or consequential loss resulting from the incorrect execution of the Payment.

 

17 CHANGES TO TERMS – PAYMENT SERVICES

  • Except for Corporate Clients:

 

  • All proposed changes to the terms relating to Payment Services will be notified to the Client at least two months before they take effect, unless the changes are of benefit to the Client, in which case they will take place
  • Any such changes are deemed to have been accepted, unless the Client informs Probitas Fidelis Ltd otherwise.
  • In the event that the Client does not accept the changes, Probitas Fidelis Ltd will take this as Notice from the Client that they wish to terminate this agreement with Probitas Fidelis Ltd, without incurring any account closing charges.

 

  • For Corporate Clients:

 

(a) All proposed changes to the terms relating to Payment Services will take immediate effect.

 

18 TERMINATION

  • Either party may terminate the Foreign Exchange Service forthwith by notice in writing to the other party if and only if the other party commits a material breach of the Terms that do not relate to the Payment Service, which in the case of breach capable of remedy shall not have been remedied within 7 days of a notice from the other party identifying the breach and requiring its remedy.

 

  • The Client may terminate the Payment Service at any time by giving one month’s notice to Probitas Fidelis Ltd. Where the Client terminates the Payment Service and Probitas Fidelis Ltd is holding any funds, the Client shall provide Probitas Fidelis Ltd with new Payment Instructions so that Probitas Fidelis Ltd can pay any funds to the

 

  • Probitas Fidelis Ltd may terminate the Payment Service at any time by giving at least two month’s notice to the Where Probitas Fidelis Ltd terminates the Payment Service and Probitas Fidelis Ltd is holding any funds, the Client shall provide Probitas Fidelis Ltd with new Payment Instructions so that Probitas Fidelis Ltd can pay any funds to the Client.

 

19 STATEMENTS, NOTICES AND COMMUNICATIONS

  • Probitas Fidelis Ltd will provide the Client with a monthly statement by In exceptional circumstances, Probitas Fidelis Ltd will provide the Client with statements via an alternative medium but Probitas Fidelis Ltd reserves the right to charge the Client £10 per statement provided in another medium.

 

  • All notices will be in English, unless agreed by both Probitas Fidelis Ltd and the If required by the Client the Terms and any notices may be translated in to another language but only at the Client’s expense.

 

20 FORCE MAJEURE

  • Neither Probitas Fidelis Ltd nor the Client is liable to the other for failure to perform or delay in performing any of its obligations in relation to a Contract in so far as the performance of such obligations is prevented by circumstances beyond the control of Probitas Fidelis Ltd or the Client, as applicable (hereinafter referred to as a Force Majeure Event). For the avoidance of doubt, a Force Majeure Event does not include an Adverse Market Movement or an event causing an Adverse Market Movement but does include Probitas Fidelis Ltd being unable to obtain Buy Currency due to any circumstances beyond its reasonable

 

  • If Probitas Fidelis Ltd and/or the Client is unable to perform or is delayed in performing its obligations in relation to a Contract due to a Force Majeure Event, Probitas Fidelis Ltd and/or the Client as applicable shall promptly notify the other party of the occurrence of a Force Majeure Event and use all reasonable endeavours to continue to perform its obligations in relation to the Contract but if a Force Majeure Event prevents a party from fulfilling its obligations under a Contract for an unreasonable period the other party may forthwith terminate the Contract by notice in writing to that party but without prejudice to the respective rights of the

 

21 MISCELLANEOUS

  • Nothing in these Terms shall be deemed to create a partnership or joint venture or agency relationship between the parties or confer any right or benefit to any third No person who is not a party to a Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of a Contract.

 

  • These Terms together with the Contract Note constitute the whole agreement between the parties in relation to a Contract and supersede any previous arrangement, understanding or agreement between them relating to a The Client acknowledges that, in entering into an agreement with Probitas Fidelis Ltd, it does not rely on any statement, representation, assurance or warranty of Probitas Fidelis Ltd or any of its employees or agents other than as expressly set out in these Terms unless agreed in writing by two directors of Probitas Fidelis Ltd.

 

  • Should any of these Terms be deemed unenforceable or illegal, the remaining Terms will nevertheless continue in force and

 

22 PERSONAL INFORMATION

  • The Client acknowledges that it is necessary for Probitas Fidelis Ltd (especially for anti-money laundering and general business purposes):

 

  1. to carry out electronic database searches and searches through credit reference agencies in order

to verify the Client’s identity and credit standing;

  1. to Process Personal Data about the Client’s personnel (including its officers, authorised persons and beneficial owners) and financial circumstances and Personal Data obtained from carrying out electronic database searches and searches through credit reference

 

  • In this clause 22:

 

  1. “DPA” means the Data Protection Act 1998 as amended, extended or re-enacted from time to time and including any subordinate provision make under that Act; and
  2. the terms “Personal Data”, and “Process” shall have the meanings given to them in the

 

23 GOVERNING LAW AND LANGUAGE

  • These Terms are governed by and shall be construed in accordance with English Law and the parties hereto submit to the non-exclusive jurisdiction of the English

+44(0) 1865 596143

info@probitas-europe.com

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Probitas Fidelis Limited is registered in England and Wales 07619383.

Authorised and Regulated by the Financial Conduct Authority 596481.

Registered with HMRC AML as Money Service Business 12666773.

London Stock Exchange LEI 213800HQ7Q2HS26LMC48.