Our UK terms can be found below.
Our EU services are provided by Currencies Direct Spain, E.D.E., S.L. If you’re based in the EU or EEA (or if you were referred by a partner based in these regions) please click here to read our EU terms.
The parties to this agreement are: Tor Currency Exchange Ltd (‘TorFX’) of PZ360, Penzance, Cornwall, TR18 4DZ (registered in England and Wales with company registration number 5193147) and the client (the ‘Client’) named in the account opening form attached to these terms or on the relevant part of TorFX’s website (the ‘Account Opening Form’).
1.1 TorFX is authorised by the Financial Conduct Authority (‘FCA‘) as an electronic money institution under the registration number 900706
1.2 The Client wishes to enter into a contract or contracts with TORFX for the purchase and redemption of Electronic Money, the purchase, sale and delivery of currency and for payments. The Client agrees with TORFX that all transactions shall be carried out on the terms and conditions set out below (the “Terms”). The Terms shall come into force as soon as the Client signs the Account Opening Form or accepts the Terms online, and shall continue until terminated in accordance with the Terms.
1.3 It is important that the Client reads and understands these Terms, which will apply to all dealings between the Client and TORFX. If there are any terms that the Client does not understandor does not wish to agree to, the Client should discuss it with TORFX before signing the Account Opening Form or accepting the Terms online. The Client should only sign the Account Opening Form or accept the Terms online if the Client agrees to be bound by these Terms.
1.4 Please note that foreign currency exchange rates are subject to fluctuations outside the control of TORFX. Historical prices are not a reliable indicator of future prices.
1.5 A reference to the Terms shall include any addendum(s) to the Terms.
2.1 TORFX may in its absolute discretion provide, or continue to provide, the following services to the Client:
2.2 TORFX will always contract as principal with the Client and deal with the Client on an execution only basis.
2.3 FX Contracts are deliverable. This means that on maturity of an FX Contract, the Client’s stored value account for holding Electronic Money (“Electronic Money Account”) will be credited with the full amount of Electronic Money in the currency purchased pursuant to the FX Contract.
2.4 TORFX provides facilities for the Client to enter into FX Contracts. If the FX Contract:
2.5 The Client confirms that:
2.6 TORFX may provide information about foreign exchange markets and related matters from time to time. However, TORFX does not provide advice and will not provide advice to the Client upon the merits of a proposed Electronic Money Contract, FX Contract or Payment Service,or provide taxation or other advice to the Client.In entering into an FX Contract and/or issuing a Payment Instruction the Client must not treat any information or comments by TORFX as advice and the Client must rely only on its own judgement (or the judgement of the Client’s third party adviser).
3.1 The Client may provide instructions, including Electronic Money Orders, FX Orders and Payment Instructions (together referred to as “Orders”) and other communications to TORFX:
Unless a Clause provides otherwise, if instructions are required to be provided by the Client “in writing”, then the Client must provide such instructions either by fax, email or, where made available to the Client, using the Online System.
3.2 The Client may authorise another named person (an “Authorised Person”) to give Electronic Money Orders and / or FX Orders and/or Payment Instructions to TORFX and/or set a Rule on behalf of the Client by providing written instructions to TORFX in the form of a letter or in accordance with Clause 3.1.
3.3 TORFX is entitled (but not obliged) to act upon instructions which are or reasonably appear to be from the Client or any Authorised Person. In particular, an Order received from an e-mail address or fax number or telephone number, set out by the Client in the Account Opening Form or otherwise used by the Client or an Authorised Person to communicate with TORFX, shall be sufficient to authenticate an Order as being from the Client and shall be deemed authorised by the Client pursuant to these Terms and the Payment Services Regulations 2017 (the “PS Regulations”). In addition, TORFX shall be entitled to act upon Orders and instructions received from communication channels used by the Client or an Authorised Person to communicate with TORFX.
3.4 TORFX may contact the Client and its Authorised Person(s) by telephone, fax, email or by post using the contact details provided by the Client in the Account Opening Form as such details are updated from time to time or, where made available to the Client, by using the Online System or the API. It is the Client’s responsibility to inform TORFX of any changes to the Client’s or any Authorised Person’s contact details.
3.5 All communications between TORFX and the Client (including information and notifications which TORFX is required to provide to the Client in relation to the Payment Services) shall be in English.
4.1 The Client and Authorised Person(s) may from time to time provide an Electronic Money Order to TORFX in accordance with Clause 3. Following receipt of an Electronic Money Order, TORFX shall, if it is willing to accept the Electronic Money Order, agree with the Client the terms on which it is willing to enter into the Electronic Money Contract.
4.2 An Electronic Money Order and an Electronic Money Contract may consist of:
5.1 If TORFX accepts the Electronic Money Order for an Upload, the Client or a third party shall pay TORFX the full amount by electronic transmission (or by such other means as agreed with TORFX in any particular case) in cleared funds into a bank account nominated by TORFX for this purpose and TORFX shall issue Electronic Money to the Client to be held in the appropriate Electronic Money Account. TORFX does not accept payments in physical cash (coins and banknotes) from any Client.
6.1 When the Client has been issued with Electronic Money by TORFX, it will be held in an Electronic Money Account of the same currency as the funds which were sent to TORFX. The Client can hold Electronic Money Accounts in different currencies. The currencies of Electronic Money Accounts available will vary from time to time. The Client should contact TORFX if it would like an up to date list of the currencies which it can hold Electronic Money in.
6.2 The Client and each Authorised Person can find out the amount of Electronic Money it holds in each of its Electronic Money Accounts at any time by logging onto the Online System, using the API or through the TORFX helpline at 0800 612 9625 or + +44 (0) 1736 335 250;
The Client can enter into a Withdrawal and receive the corresponding funds when it holds Electronic Money, by issuing a Payment Instruction to TORFX in accordance with Clause 18 and selecting its own Bank Account as the Payee Bank Account.
8.1 TORFX will debit Electronic Money from the Client’s Electronic Money Account to pay for:
8.2 TORFX will redeem Electronic Money and use the corresponding funds to make an Onward Payment, where the Onward Payment is to an account held by the Payee which is not an Electronic Money Account held with TORFX.
9.1 When the Client holds Electronic Money with TORFX, this is not the same as a Bank holding the Client’s money in that: (a) TORFX cannot and will not use funds corresponding to Electronic Money to invest or lend to other persons or entities; (b) the Electronic Money will not accrue interest; and (c) the Electronic Money is not covered by the Financial Services Compensation Scheme.
9.2 TORFX may hold the Client’s Electronic Money indefinitely. However, if TORFX holds Electronic Money for a Client for more than two years, TORFX shall use reasonable endeavours to contact the Client to redeem the Electronic Money and return the corresponding funds to the Client. If TORFX is unable to contact the Client, it may redeem the Electronic Money and send the corresponding funds, less any of its costs incurred, to the last known bank account TORFX has on file for the Client.
10.1 The Client and its Authorised Person(s) may from time to time provide an FX Order to TORFX in accordance with Clause 3.
10.2 Following receipt of an FX Order, TORFX shall, if it is willing to accept the FX Order, agree with the Client the terms on which it is willing to enter into the FX Contract.
10.3 If TORFX accepts the FX Order, TORFX shall subsequently provide a Deal Confirmation to the Client confirming the details of the FX Order (the “Deal Confirmation”) either by fax or email, or (where the Client has not advised TORFX of its fax or email contact details) by post. The Deal Confirmation shall include details of:
10.4 Upon receipt by the Client of the Deal Confirmation, the Client should check the Deal Confirmation for any omissions and/or errors. In the event of any omission and/or error, the Client must provide immediate notice in writing to TORFX in accordance with Clause 3 setting out full details of the omission and/or error. Subject to Clause 10.5, notwithstanding any omission and/or error in the Deal Confirmation, the FX Contract relating to the FX Order detailed in the Deal Confirmation will be binding on the Client and TORFX, and TORFX’s and the Client’s rights under these Terms in respect of the FX Contract shall apply with full effect.
10.5 TORFX will not be bound by any FX Contract whereit is reasonably determined by TORFX that there is a Manifest Error in the purchase or sale price quoted in the Deal Confirmation. In these Terms, a “Manifest Error” refers to a manifest or obvious misquote of the purchase or sale price quoted to the Client, including a misquote based on a published price source on which TORFX has relied in connection with the FX Contract, having regard to the market conditions at the time the FX Order was received.
10.6 Once TORFX has transmitted a Deal Confirmation confirming an FX Order in writing, the Client may only amend or cancel the Deal Confirmation if TORFX expressly agrees (and any such amendment or cancellation shall be on the conditions specified by TORFX) or otherwise in accordance with the provisions of Clause 10.9.
10.7 TORFX may at its absolute discretion refuse any FX Order or instructions given by the Client without giving any reason or being liable for any loss the Client suffers as a result of such refusal.
10.8 TORFX may (but shall not be obliged to) require further confirmation or information from the Client or an Authorised Person of any FX Order or instruction if:
10.9 The Client does not have any right underthe Financial Services (Distance Marketing) Regulations 2004 to cancel any FX Contract. However the Client may terminate an FX Contract entered into under these Terms prior to the Maturity Date of such FX Contract by giving notice in writing to TORFX in accordance with Clause 3 subject to the following conditions:
10.10 Market Order Contracts
11.1 Where TORFX and the Client enter into a spot contract, the Client must make sure that it holds enough Electronic Money, in the currency specified in the Deal Confirmation, on or before the Maturity Date.
11.2 If an FX Contract is not a spot contract, then the Client will need to hold enough Electronic Money, in the currency specified in the Deal Confirmation, on or before the times specified in the Deal Confirmation and/or subsequently notified to the Client from time to time.
11.3 Failure by the Client to hold the correct amount and currency of Electronic Money on the date(s) (a) specified in the Deal Confirmation; and/or (b) (if applicable) as notified to the Client from time to time, shall relieve TORFX of any obligation to complete the FX Contract or make a linked Onward Payment.
12.1 After TORFX and the Client have entered into an FX Contract and subject to Clause 12.2, TORFX shall debit Electronic Money from the Client’s Electronic Money Account to pay for monies owing to TORFX under the FX Contract including, without limitation, any Security Payment or Margin Call (as defined below).
12.2 The Client accepts that, prior to undertaking an FX Contract, TORFX will debit from the Client’s Electronic Money Account those costs and charges which TORFX is entitled to pursuant to these Terms including any advance or instalment payments, transfer charges, deal profit and interest.
TORFX’s charges in relation to Foreign Exchange Services will be as set out in the Deal Confirmation. The Client understands that because TORFX deals as principal the exchange rate it offers the Client will not be the same as the rate TORFX obtains itself.
14.1 This Clause 14 applies in respect of any forward FX Contract, meaning an FX Contract under which currency is bought and sold for delivery at a future time.
14.2 Subject to any facility, TORFX will require an agreed security payment (“Security Payment”) from the Client for each order for a forward FX Contract and TORFX will be entitled to request from the Client immediate additional security payments in amounts notified by TORFX to the Client in the event of exchange rate fluctuations at any time prior to the Maturity Date (“Margin Call”). The Client agrees that itis the Client’s responsibility to ensure that it is contactable and has provided sufficient contact details so that TORFX can contact the Client in the event of a Margin Call. If TORFX is unable to contact the Client by the end of the day in which a Margin Call occurs TORFX will be entitled to terminate the FX Contract in accordance with Clause 16. TORFX may debit Electronic Money from the Client’s Electronic Money Account to pay for any Margin Call.
14.3 With TORFX’s agreement the Client may draw down against an open forward FX Contract at any time up until its Maturity Date.
15.1 TORFX may agree in writing to purchase and exchange into Sterling or another currency a non-Sterling cheque or a non-Sterling bank draft (a “Draft”) which the Client has received in the name of the Client and this Clause 15 applies to all such purchases and exchanges.
15.2 The Client must forward a request for each foreign currency cheque or Draft purchase together with the relevant cheques and/or Drafts to TORFX.
15.3 All cheques and Drafts presented to TORFX by the Client may be examined by TORFX for validity and negotiability (transferability) and any item TORFX considers may not be valid or negotiable will be returned to the Client as soon as reasonably practicable at the Client’s risk.
15.4 All cheques and Drafts must be endorsed by the Client as “payable to Tor Currency Exchange Ltd” and be signed by the Client or an Authorised Person.
15.5 TORFX agrees to pay the Client in Sterling or another agreed currency the value of the cheque or Draft in accordance with TORFX’s value dating policy and subject to the charges notified to the Client by TORFX from time to time.
15.6 Any cheque or Draft returned to TORFX as not ableto be negotiated or cleared following presentation by TORFX will be returned to the Client, at which time the Client agrees to immediately reimburse TORFX any monies paid to the Client, or on the instruction of the Client, together with any charges imposed by the returning institution.
15.7 Any item lost, stolen, or destroyed in transit during the clearing process will be reported to the Client within a reasonable period of TORFX receiving notification of this. TORFX will supply the Client witha letter confirming that TORFX has not received value for the item from any bank involved in the clearing and/or paying of the item.
16.1 TORFX may refuse to perform or may close out all or any part of any FX Contract, without incurring any liability to the Client for losses that may be sustained as a result and without giving noticeto the Client or receiving any instructions from it, upon or at any time after the happening of any of the following events:
16.2 If the Client becomes aware of the occurrence or likely occurrence of any event referred to in Clauses 16.1(a) to 16.1(h) above, it shall notify TORFX immediately.
16.3 If any event referred to in Clause 16.1 above takes place TORFX shall at its discretion be entitled to cancel any FX Contract then outstanding and charge the Client with all of the costs, expenses and losses (and interest at the rate referred to in Clause 29 on any such sums) that TORFX may incur (including any action it may take to cover or reduce its exposure) as a result of TORFX cancelling FX Contracts with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements which are referable to the FX Contracts). Any excess amount held by TORFX in respect of the FX Contracts shall either be credited to the Client’s Electronic Money Account or sent to the Client after deducting all other sums due to TORFX.
16.4 If for any reason an FX Contract is closed out or does not proceed to completion, TORFX will credit the Client’s Electronic Money Account or send to the Client any sum due to the Client or a notice setting out the sum due from the Client (as appropriate). The Client shall bear all the losses/ expenses of TORFX whatsoever that may arise on account of such close out or cancellation, and TORFX shall have the right to use any monies of the Client held by it to offset such amounts as are owed by the Client to TORFX. For such purpose, TORFX shall be entitled to convert any currency held by it and such conversion shall be at the rate of exchange available to it. Any fee or charge which TORFX incurs as a result of such conversion shall be paid for by the Client.
16.5 If the Client’s cheque, or any other method of payment, is dishonoured, returned, not met on first presentation or stopped for whatever reason, TORFX shall levy an administrative charge. This administrative charge will become payable by the Client in addition to any other sums due under these Terms.
17.1 In addition to any limitation on liability under Clause 20 below which may apply to the Foreign Exchange Services, TORFX shall not be liable to the Client:
17.2 Without prejudice to Clause 17.1 above, TORFX shall not be responsible in any way for any delay in payment by it under these Terms relating to the Foreign Exchange Services which is caused by the Client or any other third party, including but not limited to bank delay, postal delay, payment network delay, the failure or delay of any faxor electronic transmission, or delay caused by accident, emergency or act of god. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that all payments which the Client is required to make under any FX Contract are made promptly and within the time limits specified by the particular FX Contract and these Terms.
17.3 The maximum liability of TORFX under a particularFX Contract, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the value (expressed in sterling) of the currency sold by TORFX under that FX Contract as at the due date of settlement of that FX Contract.
17.4 The maximum aggregate liability of TORFX to a Client in respect of Foreign Exchange Services provided under these Terms, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the aggregate value of currency sold by TORFX to the Client under FX Contracts issued in accordance with these Terms expressed in Sterling as at the due date of settlement of each FX Contract less any amounts previously settled.
17.5 The Client shall, on demand by TORFX, compensate TORFX from and against all liabilities, damages,losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by TORFX in the proper performance of Foreign Exchange Services orthe enforcement of its rights under these Terms relating to Foreign Exchange Services and, in particular, but without limitation, against all amounts which TORFX may certify to be necessaryto compensate it for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by TORFX (including loss of profit and losses and expenses from any action TORFX takes to seek to cover or reduce its exposure under any FX Contracts) as a result of:
17.6 Any certificate given by TORFX under Clause 17.5 shall, unless it is manifestly inaccurate, be conclusive evidence of any amounts payable under that provision. The provision in this Clause 17 shall survive termination of any FX Contract or other agreement under these Terms relating to the Foreign Exchange Services.
18.1 The Client and its Authorised Person may from time to time provide a Payment Instruction to TORFX in accordance with Clause 3. Such Payment Instruction must confirm the details of the proposed Payee including:
The provision of a Payment Instruction by the Client to TORFX in accordance with Clause 3 is deemed, under these Terms, to be the Client’s consent for TORFX to execute the corresponding Onward Payment in accordance with Regulation 67 of the PS Regulations.
18.2 The Payment Instruction shall be deemed to be received at the time at which it is received except that:
the Client’s Payment Instruction shall be deemed to be received on the day stated for the making of that Onward Payment or, if that is not a Business Day, on the Business Day immediately following that date.
18.3 Following receipt of a Payment Instruction, TORFX may:
18.4 The Client does not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any Payment Instruction once given.
18.5 The Client may not revoke:
Any revocation of a Payment Instruction in accordance with this Clause 18.5 must be received in writing to TORFX by email in accordance with Clause 3, such email to include an image of the relevant Payment Instruction. Such a revocation is deemed to be a withdrawal of consent under Regulation 67 of the PS Regulations.
18.6 TORFX may charge the Client for any revocation by the Client of a Payment Instruction. In particular, but not by way of limitation:
18.7 TORFX may either use:
to fund an Onward Payment.
18.8 TORFX shall:
18.9 Where the Onward Payment is for money (and not Electronic Money) and is denominated in:
18.10 Where the Onward Payment is for Electronic Money then the amount of that Onward Payment shall be credited to the Payee’s Electronic Money Account with TORFX instantaneously.
18.11 TORFX’s charges for Onward Payments will be set out in a separate document made available to the Client, as same can be amended by TORFX from time to time in accordance with clause 30.2.
19.1 The Client must take all reasonable precautions to prevent fraudulent or unauthorised use of Payment Services. In particular, it is essential that the Client, among other security measures:
19.2 TORFX may stop or suspend any Onward Payment (in whole or in part) and/or the Client’s use of the Payment Services and the Online System and/or the API including cancelling all Personalised Security Credentials if it has reasonable grounds for doing so relating to:
Unless doing so would compromise reasonable security measures or be unlawful, before stopping or suspending any Onward Payment (in whole orin part) or the Client’s use of the Payment Service (as appropriate) or immediately after doing so, TORFX must inform the Client and give its reasons for doing so. As soon as practicable after the reason for stopping or suspending any Onward Payment (in whole or in part) or the Client’s use of the Payment Service (as appropriate) has ceased to exist, TORFX must allow the outstanding element of the Onward Payment or the resumption of the Client’s use of the Payment Service (as appropriate).
19.3 TORFX may stop or suspend the ability of the Client to use an account information service provider or a payment initiation service provider if TORFX has reasonably justified and duly evidenced reasons for same relating to unauthorised or fraudulent access to the Client’s Electronic Money information by that account information service provider or payment initiation service provider and/or the risk of unauthorised or fraudulent initiation of an Onward Payment. If TORFX does deny access to an account information service provider or payment initiation service provider in accordance with this Clause 19.3, unless doing so would compromise security or is unlawful, TORFX shall notify the Client as soon as possible using one of the methods set out in Clause 3.4.
19.4 TORFX shall contact the Client either:
in the event of suspected or actual fraud or security threats.
19.5 If the Client believes that a Payment Instruction has been given, or an Onward Payment made, in error and/ or was unauthorised by it, the Client must notify TORFX as soon as possible via the helpline or e-mail address listed in Clause 3. Failure to notify TORFX immediately on becoming aware of within the relevant timescale set out in clause 20.1 could result in the Client losing its entitlement to have the matter corrected.
20.1 Subject to the remainder of this clause 20, where it is established that an Onward Payment was not authorised by the Client in accordance with Clauses 3 and 18.1 or that an Onward Payment was not correctly executed by TORFX and that Client has notified TORFX using the contact details set out in Clause 3.1(b) or Clause 3.1(d) in a timely manner:
TORFX shall refund to the Client the full amount debited erroneously or without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which TORFX became aware of the unauthorised or incorrectly executed Onward Payment, unless TORFX has reasonable grounds to suspect fraud and notifies the appropriate authorities.
20.2 The Client will be liable for:
20.3 Except where the Client has acted fraudulently, the Client shall not be liable for unauthorised Onward Payments:
20.4 TORFX shall not be liable for non-execution or defective execution in relation to an Onward Payment which it has made in accordance witha unique identifier given to it by the Client which proves to be incorrect. However, TORFX shall make efforts to trace funds involved in that transaction and notify the Client of the outcome.
20.5 TORFX is liable to the Client for the correct execution of a Payment Instruction unless:
20.6 TORFX shall not be liable to the Client for any:
20.7 Under Regulation 92 of the PS Regulations, the Client may be entitled to a refund in certain circumstances where an Onward Payment is initiated by the Payee. It is not anticipated that any Onward Payment will be initiated by a Payee under any Payment Services provided by TORFX and the Client represents and undertakes to that effect in Clause 32.1(i). However, details of the circumstances in which a refund may apply are available on TORFX’s website.
20.8 The provisions in this Clause 20 shall survive termination of these Terms or any agreement under these Terms.
21.1 The provisions of this Clause 21 shall supplement the provisions of Clauses 19 and 20 as regards lost Drafts.
21.2 TORFX shall be under no obligation to issue a replacement Draft or a refund where it is established by TORFX that the original Draft has been encashed or was issued and sent as instructed.
21.3 TORFX agrees to issue the Client with a replacement Draft or issue a refund at an appropriate rate where the Client has placed a stop on the original Draft provided that the Client indemnifies TORFX against any loss resulting from the Draft being encashed fraudulently, and in the event that the original Draft comes into possession of either the Client or the Payee, the Client undertakes to take all reasonable steps to ensure that no attempt is made to encash the original Draft and that it is returned to TORFX at the earliest opportunity and, pending its receipt by TORFX, is held in trust for TORFX.
21.4 Where a replacement Draft or refund is issued and the original Draft is subsequently encashed by the beneficiary of the Draft and TORFX is unable to obtain reimbursement from the paying bank TORFX shall be entitled to stop any replacement issued or seek immediate reimbursement from the Client.
22.1 TORFX will send the full amount of the Onward Payment to the Payee in accordance with the Payment Instruction. However TORFX cannot guarantee the Payee’s payment service provider or an intermediary payment service provider will not deduct a charge for receiving any Onward Payment. It is the responsibility of the Client to confirm with the Payee’s payment service provider the details of any charges. TORFX shall if it is able to, upon request from the Client, provide an estimation of any intermediary payment service provider charges which may be deducted. The Client is solely responsible for ensuring that the amount of any Onward Payment is sufficient to fulfil any obligations that the Client has to the relevant Payee.
22.2 TORFX shall make available to the Client the information which the Client is entitled to receive under the PS Regulations. That informationshall be provided to the Client by email or made available via TORFX’s website or (where made available to the Client) via the Online System. In addition, the Client may at any time request from TORFX a copy of:
22.3 The Client may terminate these Terms in relation to Payment Services at any time by giving notice to TORFX in accordance with Clause 3. Any such termination shall be subject to Clause 30.4.
23.1 Before the Client is able to make use of the Collection Account Services, the Client has to be accepted by TORFX for same. Once the Client has been accepted for the Collection Account Services, it will be able to:
24.1 If the Client has been approved for the Collection Account Service in accordance with clause 23 above, then:
24.2 The Client is responsible for providing TORFX with clear instructions on which Collection Account is to be credited with Electronic Money upon receipt of Collection Monies. Collection Monies sent to TORFX will be subject to a 0.1% receipt charge upon issuance of Electronic Money into the relevant Electronic Money Account.
24.3 The Client can ascertain how much money is held in each Collection Account either via telephone using the contact details set out in Clause 3 or by logging onto and accessing the relevant part of the Online System.
25.1 The Client is able to set rules (“Rules”) on each of its Collection Accounts. When a Rule is set and the condition (the “Condition”) in that Rule is satisfied, then an automatic Payment Instruction and/or an automatic FX Order (depending on whether the relevant Collection Account and the Destination Account (defined below) are the same currency or not) will be placed by the Client with TORFX.
25.2 There are two Rules which may be set on a Collection Account, namely the Immediate AutoWithdraw Rule and the Exchange Rate AutoWithdraw Rule. Only one Rule may be set on a Collection Account at a time.
25.3 If the Immediate AutoWithdraw Rule applies to a Collection Account, then the Condition which, when satisfied, triggers the automatic placing of a Payment Instruction and/or the automatic placing of an FX Order, is that any amount of Electronic Money is received by the Collection Account (the “Immediate AutoWithdraw Condition”).
25.4 If the Exchange Rate AutoWithdraw Rule applies to a Collection Account, then the Condition which, when satisfied, triggers the automatic placing of a Payment Instruction and the automatic placing of an FX Order, is that the exchange rate which the Client can obtain from TORFX to use the Electronic Money to purchase the currency the Client chooses when setting the Rule, is the same as or more beneficial to the Client than the exchange rate which the Client determined (the “Threshold Exchange Rate”) when setting the Rule (the “Exchange Rate AutoWithdraw Rule”).
25.5 The following information is required in order to set a Rule:
25.6 The Client is able to set, amend, pause or cancel Rules applying to each of its Collection Accounts either via telephone using the contact details set out in Clause 3 or via the Online System or via the API. For the avoidance of doubt, the Client setting and pausing or cancelling a Rule on a Collection Account is the Client consenting and withdrawing consent to the execution the payment instruction in accordance with regulation 67 of the PS Regulations.
25.7 The Client will receive notifications from TORFX when it sets, amends or cancels a Rule or when the Condition of a Rule set on a Collection Account has been satisfied. If the Client receives a notification which it, or an Authorised Person did not action or which it otherwise should not have received, then the Client must inform TORFX as soon as it becomes aware by using the contact details set out in Clause 3.
then an FX Order will automatically be placed by the Client with TORFX.
26.2 The terms of an FX Order, which is automatically placed with TORFX, will be as follows:
26.3 The Client acknowledges that, even if the Exchange Rate AutoWithdraw Rule applies, the exchange rate applied will still be as set out in clause 26.2(b). Accordingly, in rare cases, the exchange rate which applies to the Client’s FX Contract might be less beneficial to the Client than the Threshold Exchange Rate.
27.1 The terms of a Payment Instruction, which is automatically placed with TORFX, will be as follows:
28.1 “Safeguard” and “Safeguarding” means that TORFX shall either:
so that in the unlikely event that TORFX goes insolvent, the money which is Safeguarded will be protected from the claims of TORFX’s creditors and the money should be returned to the Client less the insolvency practitioner’s costs of distributing the Safeguarded monies.
28.2 TORFX Safeguards money on the Client’s behalf:
28.3 In relation to a forward FX Contract, when Electronic Money is debited from the Client’s Electronic Money Account to pay TORFX a Security Payment or a Margin Call (if applicable), this money is not Safeguarded. TORFX does not Safeguard this money as it is not deemed to be “Relevant Funds” in accordance with the Electronic Money Regulations 2011 and Safeguarding these funds would be in breach of TORFX’s obligations under the Electronic Money Regulations 2011. In the unlikely event that TORFX becomes insolvent between the date that the forward FX Contract is entered into and the date the forward FX Contract is completed, to get any Security Payment or Margin Call (if applicable) back, the Client will need to add its name and details to the list of creditors in the insolvency. In this circumstance, the Client may not receive all of its Security Payment and Margin Call (if applicable) back.
28.4 On maturity of an FX Contract, at the same time as Electronic Money is debited to pay TORFX:
the Client will be credited with Electronic Money in the amount and currency it has purchased though the FX Contract.
28.5 When Electronic Money is debited from the Client’s Electronic Money Account, or otherwise redeemed, to pay TORFX any other money the Client owes TORFX, for example fees, this money will become TORFX’s money and will not be Safeguarded by TORFX on the Client’s behalf.
28.6 TORFX checks several times each business day, that it is Safeguarding the correct amount of money in accordance with these Terms and the Electronic Money Regulations 2011.
29.1 If the Client fails to make any payment required under these Terms (including under any FX Contract or Payment Instruction) when it falls due, interest will be charged on the outstanding sum at a rate of three per cent per annum over the base rate of the Bank of England (or of such monetary authority as may replace it). Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.
29.2 TORFX may receive and retain or apply for its own benefit any interest which arises in respect of any money it Safeguards.
30.1 TORFX may amend these Terms insofar as they relate to Foreign Exchange Services by notice in writing or in accordance with Clause 3.4 to the Client at any time and such amendments shall take effect from the date specified by TORFX but may not affect any rights or obligations that have already arisen and will not be retrospective.
30.2 Subject to Clause 30.3, TORFX may amend these Terms insofar as they relate to Payment Services by giving at least 2 months’ notice in writing to the Client. If the Client objects to the proposed amendments, it has the right, subject to Clause 30.4, to terminate these Terms as regards Payment Services without charge before the date proposed by TORFX for the entry into force of the changes. The Client will be deemed to acceptthe proposed amendments unless it notifies TORFX and terminates these Terms insofar as they relate to Payment Services before the date proposed by TORFX for the entry into force of the changes. If no objection is received from the Client, such amendments shall take effect from the date specified by TORFX but may not affect any rights or obligations that have already arisen and will not be retrospective.
30.3 TORFX does not need to provide any notice to the Client of:
30.4 For the avoidance of doubt, the termination of these Terms by the Client pursuant to Clause 22.3 or Clause 30.2 shall not affect any FX Contract nor any rights or obligations that have already arisen at the date of the termination. Following any such termination, any onward transfer of converted currency to a Payee shall be subject to such terms as TORFX and the Client shall agree.
31.1 If a Client is dissatisfied with any aspect of the services provided by TORFX, the Client may inform TORFX. All complaints should in the first instance be made in writing to TORFX in accordance with Clause 3 marked for the attention of the CEO. TORFX will endeavour to review each complaint carefully and promptly.
31.2 If a complaint relates to the provision by TORFX of Payment Services or the issuance or redemption of Electronic Money, if the Client is not satisfied with TORFX’s resolution of the complaint, the Client may be entitled to refer the matter to the Financial Ombudsman Service (FOS). The FOS provides an out-of-court redress mechanism. Please see their website (www.financial- ombudsman.org.uk/consumer/complaints.htm) for information about how to contact the FOS and how to bring a complaint.
31.3 If a dispute arises between TORFX and the Client relating to the existence or terms of any FX Contract (a “Disputed FX Contract”), TORFX may close out or take any other action it reasonably considers appropriate in relation to the Disputed FX Contract (which may include suspension of performance of the Disputed FX Contract) pending settlement of the dispute without previously notifying and/or without having received instruction from the Client. TORFX will try to notify the Client (orally or in writing) what action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.
32.1 The Client represents to TORFX that, at the date of acceptance by the Client of these Terms, at the time each Electronic Money Order, FX Order and each Payment Instruction is made, at the time each Electronic Money Contract and FX Contract is entered into and carried out and at the time each Onward Payment is made:
32.2 The Client will promptly provide to TORFX:
32.3 For the avoidance of doubt, the Client will notify TORFX immediately if it becomes aware of the occurrence, or likely occurrence, of any of the events specified at Clause 16.1 above.
32.4 The Client undertakes to TORFX that it shall promptly perform in timely fashion its obligations under these Terms, each Electronic Money Contract, each FX Contract and each Payment Instruction.
33.1 TORFX may record telephone conversations with the Client, including recording oral instructions given by telephone, but TORFX is not obliged to do this. The parties agree to:
33.2 If TORFX makes any recordings or transcripts it may also destroy them in accordance with itsnormal procedures.
34.1 TORFX is frequently recommended by partners whose clients have a requirement for TORFX’s services. In some cases the service may be branded under the partner’s name, with all aspects of the service provided by TORFX. Partners of TORFX include professional service providers and financial institutions. If you have been referred to TORFX by a partner, TORFX is likely to share any revenue generated from your trading activity with the partner.
34.2 These Terms, the Account Opening Form and the Online User Guide (defined in Clause 36) and the API Documentation (defined in Clause 37) set out the entire agreement and understanding of the parties on their subject matter and supersedeall previous oral and written communicationson the same subject matter. In the event ofany inconsistency, discrepancy or ambiguity between the Account Opening Form, the Online User Guide, the API Documentation and the provisions of these Terms (subject to Clause 36), then the provisions of these Terms shall prevail.
34.3 If at any time any provision of these Terms or any associated contract is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction nor the legality validity or enforceability of any other provision of these Terms or any associated contract shall in any way be affected as a result.
34.4 Where the Client comprises two or more people as named in the Account Opening Form each person named in the Account Opening Form will be jointly and severally liable to TORFX in respect of all obligations contained in these Terms. Any reference to the “Client” in these Terms means all persons named in the Account Opening Form jointly and severally.
34.5 The Client must make all payments under these Terms in full without any deduction, set-off, counterclaim or withholding of any kind.
34.6 If a party fails to exercise or delays in exercising any right under these Terms, by doing so it does not waive such right. The rights provided in these Terms do not exclude other rights provided by law.
34.7 The Client acknowledges and agrees that TORFX is permitted to carry out an electronic database search and search credit reference agencies in order to verify the Client’s, or any shareholderor officer of the Client’s, identity and credit standing. If such searches are carried out, TORFX may keep records of the contents and results of such searches in accordance with all current and applicable laws.
34.8 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms or to any FX Contract.
35.2 If the Client is not an individual or is an individual but acting as a business with staff, then the Client and TORFX agree:
36.1 The Client may be required to complete a user set up form providing details of any Authorised Person whom may use any Online System which TORFX may make available to the Client. The Client will be required to confirm its agreement to any system restrictions and limits prior to the Client being granted access to access to the Online System. Such access will be on the terms and conditions as to the use of the Online System as may be made available by TORFX to the Client (the “Online User Guide”), which shall form partof these Terms. This Clause 36 applies subjectto the provisions of the Online User Guide in relation to the Online System, and if there are any inconsistencies between this Clause 36 and the Online User Guide, the provisions of the Online User Guide will prevail. Terms which are not defined in this Clause 36 will have the meaning (if any) given to them in the Online User Guide.
36.2 The Client agrees to use the Online System onlyin accordance with the Online User Guide and maintain any minimum operating and browser specifications as advised by TORFX from time to time.
36.3 The Client agrees to be solely responsible for the protection of all passwords and the Client should notify TORFX immediately of any actual or suspected compromise of any password.
36.4 If there are any interruptions in the Online System which result in the Client being unable to use the Online System the Client should fax or telephone FX Orders and Payment Instructions to TORFX.
37.1 TORFX may entirely at its own discretion provide the Client with access to the API and TORFX’s integration and user guides (the “API Documentation”).
37.2 The API provides the Client with the ability to, from its own computer systems:
37.3 The Client:
37.4 TORFX must know who its end client is. Accordingly, the Client is prohibited from sharing its Personalised Security Credentials relating to the API with any third parties (other than its own employees), including group companies of the Client.
37.5 TORFX is able to make changes to the API entirely at its discretion and TORFX shall not be liable for any losses the Client shall incur as a result.
38.1 These Terms and any relationship between TORFX and the Client shall be governed by English law and are subject to the exclusive jurisdiction of the English courts.
39.1 This guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits.
39.2 If there are any changes to the amount, date or frequency of the Client’s Direct Debit, TORFX will notify the Client 10 Business Days in advanceof the Client’s account being debited or as otherwise agreed. If the Client requests TORFX to collect a payment, confirmation of the amount and date will be given to the Client at the time of the request.
39.3 If an error is made in the payment of the Client’s Direct Debit, by TORFX or the Client’s bank or building society, the Client is entitled to a full and immediate refund of the amount paid from its bank or building society.
39.4 If the Client receives a refund it is not entitled to, the Client must pay it back when TORFX asks it to.
39.5 The Client can cancel a Direct Debit at any time by simply contacting its bank or building society. Written confirmation may be required by that bank or building society. A copy of any written confirmation should be sent to TORFX.
40.1 Subject to Clause 40.2, but notwithstanding any other provision of these Terms:
40.2 The provisions of Clause 40.1 above shall not apply if (or at any time when) the Client isa consumer, micro enterprise (as defined in Commission Recommendation 2003/361/EC, as amended from time to time) or charity.