These Advisor Terms and Conditions (the “Agreement”) apply to all Advisors (defined below) who register, access and use the OFX advisor console platform that links you to a Client’s OFX Business Account (the “Advisor Console”). By accessing and using the Advisor Console, you agree to be bound by this Agreement.
1. About this Agreement
OFX, we, us and our refers to the following companies: OzForex Limited, CanadianForex Limited, NZForex Limited, OzForex (HK) Limited, OFX Japan G. K, OFX Payments Ireland Limited, OFX Singapore Pte. Limited, UKForex Limited and USForex Inc.
Client means the legal entity that has registered with us as a Client to use the Services and has agreed to, and must comply with, the OFX agreements found at the Legal Page [SR1] of our Website (“OFX agreements”).
Advisor, you, and your means you, the entity or individual entering into this Agreement, which has been authorized by our Client to use our Services on their behalf through the Advisor Console. When you add additional Advisors or Users, it also applies to them.
If you proceed to access and use the Advisor Console on behalf of a Client, you acknowledge that you have read and understand this Agreement and all applicable OFX agreements and have had the opportunity to obtain your own independent legal advice in relation to this Agreement and/or applicable OFX agreements.
Terms that are not defined in this Agreement can be found in the OFX agreements applicable to the Client’s OFX Business Account and Service.
In the event of any conflict or inconsistency between any of the OFX agreements and this Agreement, this Agreement will prevail.
2. Your use of the Advisor Console and Services
2.1. You are acting on behalf of the Client.
Each action you make using our Services is an action you are making on behalf of the Client.
This means:
- your conduct, use and access to the Services is seen as having been conducted by the Client,
- your conduct, use and access of the Services must be in accordance with all applicable OFX agreements that apply to the Client, and
- you agree to only conduct, use, and access the Services to the extent of the permissions and authorizations given to you by the Client.
We may require evidence of your authorization to act on behalf of the Client.
We may exercise any right set out in the applicable OFX agreements or this Agreement without notice.
You must notify us if you are adding third parties to the Advisor Console.
2.2. Adding additional Advisors or Users:
You can add additional Advisors as Users to the Advisor Console and/or the Client’s Business Account. When you do this, this means:
- They will have access to the Clients’ Business Account and can conduct Services on behalf of the Client.
- You are responsible for the conduct, use and access of any additional Advisor or User for the Services linked to you acting as the Client’s Advisor. This includes that you are responsible for all transactions or charges made, or any fees incurred, by your additional Advisor or User.
- You must ensure all additional Advisors or Users have the appropriate authority, permission levels and restrictions. If you intend to limit the conduct, use and access of the Services by an additional Advisor or User, you must do this directly in the Business Account platform and/or the Advisor Console.
- We may notify the Client when you add additional Advisors or Users.
- We may require evidence of the authorization or identity verification of an additional Advisor or User to act on behalf of the Client.
- You must ensure that any additional Advisor or User for the Services is familiar with this Agreement and any related OFX agreement that applies to the Client.
- We will not honour any arrangements you have made directly with any additional Advisors or Users.
- You are responsible for keeping additional Advisors or Users up to date, including removing an additional Advisor or User. If you want to remove an additional Advisor or User from the Advisor Console, you must do this directly in the Business Account and/or the Advisor Console.
We may, in our sole discretion, remove an additional Advisor or User, or restrict any additional Advisor or User conduct, use, or access at any time without telling you.
3. Your warranties
You warrant that:
3.1. you have been authorized, and have a valid, binding agreement with the Client at all times, which authorizes you to conduct, use and access the Services on the Client’s behalf, to act as an Advisor and to enter into this Agreement.
3.2. anyone you appoint as an additional Advisor or User to conduct, use, and access the Services on the Client’s behalf has a valid and binding agreement with you for this purpose, including the permissions and restrictions applicable to them, and
3.3. you, and anyone you appoint as an additional Advisor or User, have been made aware of the OFX agreements applicable to them before they conduct, use, and access the Services on the Client’s behalf.
4. Disclaimer
We provide the Advisor Console to you on a non-exclusive, as is, basis.
OFX does not guarantee any minimum performance, suitability, or availability standards. The availability of products and features provided as part of the Advisor Console are subject to change. OFX is not liable for any failure or non-availability of the technology services or any technology products and features within the Secure Website. If you experience technical difficulties, please contact us as soon as possible.
5. Keeping your Advisor Console account and account credentials safe
You agree to keep your account credentials and access to the Advisor Console safe and secure. You acknowledge that you have read and understood the OFX General Terms and Conditions (Business) and all applicable OFX agreements as it applies to keeping your Account safe and those terms are fully incorporated herein as applicable.
You must act quickly if you know or suspect any unauthorized access to your Advisor Console and email us at: business@ofx.com
6. Restrictions and terminations
We may, at any time and for any reason, restrict your or an additional Advisor or User’s access to, and use of, the Advisor Console and/or the Services. We do not need to tell you in advance. We are under no obligation to accept an Instruction from you for the Services and we do not accept any liability for any loss you may incur as a result.
We may terminate this Agreement at any time. Where we are required to give notice of termination by law, we will do so. We may also terminate the Services in accordance with the applicable OFX agreement.
7. Limitation of liability and Indemnification
This section is in addition to the limitation of liability and indemnification sections set out in the OFX agreement applicable to you and the Client.
We are not liable to you for any loss or damages. In no event are we liable for special, indirect, or consequential damages. This limitation on our liability to direct damages applies even if we have been advised of the possibility that you may suffer other types of loss or damages.
In addition to the above, in no event are we liable for any losses or damages resulting from the following:
7.1. any losses related to your failure to do something, including a failure to meet your obligations under this Agreement, your agreement with the Client, or any agreement with an additional Advisor or User,
7.2. any delay or inability to access or use the Advisor Console, the Services, the Business Account, the OFX Global Account, or for you to access or use any OFX Card linked to the Client,
7.3. any failure, error, malfunction, misuse, delay, or inaccessibility of any system or service caused by a third-party or other circumstances beyond our control,
7.4. any other failure, error, or delay by any third party or other circumstances beyond our control,
7.5. suspension, restriction, cancellation, or closure of the Advisor Console, the OFX Business Account, an OFX Global Account or an OFX Card by us, and
7.6. the exercise of any of our rights set out in this Agreement or any applicable OFX agreement.
You agree to indemnify us (and any member or affiliate of the OFX Group Limited) and hold us harmless from and against all charges, fees, damages, liabilities, costs and expenses (including legal costs) that may be incurred because of a breach of this Agreement by you or anyone you add as an additional Advisor or User.
8. General
8.1. Contact Us and Copies of the Agreement: you can contact us and/or obtain a copy of this Agreement by email at: business@ofx.com
8.2. No Partnership: Nothing in this Agreement is intended to or shall operate to create a partnership between you and us or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
8.3. Changes: We may add, change, replace or remove any section to this Agreement. We will notify you when we make a material change or when we must do so by law. The notice of change may be given in an email, using the Business Account platform, in the Advisor Console, or posting the notice of change to our Website. You will have accepted the change if, after the change is effective:
- you use, access, or activate your access to the Advisor Console,
- you use or access the Client’s Business Account linked to the Advisor Console, and/or
- your Advisor Console account remains open.
8.4. Assignment: This Agreement is binding upon and benefits our successors, and anyone we transfer, sell, or assign this Agreement to. If we transfer, sell, or assign our rights, we may disclose information about you, any Business Account linked to your Advisor account and information about your Advisor account to anyone to whom we assign our rights.
8.5. E-signature: By expressly confirming your acceptance online or typing your name on any form we may ask you to sign, you agree that your electronic signature is your consent to be bound by this Agreement. You further agree that we may accept your electronic signature as the legal equivalent of your manual/handwritten signature and that no third-party verification is necessary to validate your signature in any way.
8.6. Governing Law: the authority and governing laws that apply to this Agreement are the same as the authority and governing law that apply to the Client.
8.7. AML/CFT Compliance: the Anti-Money Laundering terms and conditions found in the OFX General Terms and Conditions (Business) apply to your conduct, access and use of the Services and the Advisor Console. All relevant provisions, obligations and rights under the AML/CFT Compliance are incorporated by reference into this Agreement.