OFX GENERAL TERMS AND CONDITIONS (Business)

For Clients using the OFX Canada Business Platform

Version 1

1. About this Agreement

1.1 About

These OFX General Terms and Conditions is a legal agreement between you and us and governs your access to and use of our Services (the “Agreement”). By accessing and using our Services, you agree to be bound by this Agreement. We use some words which start with capital letters in this Agreement. These are called Defined Terms, and you can see what each of these words means in the Glossary at the end of this Agreement.

1.2 How this Agreement works

A. Each time you access and use our Services, including Currency Conversions and Payments, the terms and conditions contained in this Agreement apply. Each Currency Conversion and Payment will be treated as a separate transaction and the specific details of each transaction will be agreed separately each time you provide Instructions and will be confirmed in the Service Confirmation.

B. At the end of this Agreement, you will find Canadian-specific terms applicable to your use of our Services and it forms part of this Agreement.

C. There may also be supplemental terms specific to the Services you use such as the additional Service terms listed on the Legal page of our Website  (“OFX agreements”), including but not limited to, the:

D. In this Agreement, we refer to other OFX agreements, you should read them carefully to make sure you understand them.

E. In the event of any conflict or inconsistency between any of the OFX agreements we refer to, or rights and obligations that apply to you, the following order shall prevail:

1.3 Copies

You can obtain a copy of this Agreement, or any other document referred to in this Agreement, at any time, from our Website, by calling the telephone numbers in the Contact Us section below, or by emailing us at business@ofx.com.

2. Who this Agreement affects

A. Client means the legal entity that has registered with us as a Client to use the Services and has agreed to, either directly or through an Authorized User, and must comply with the applicable OFX agreements. This Agreement applies to all Clients who access or use our Services through our Website, telephone, mobile applications, software, APIs or any other access channels.

B. We, us, our and OFX refers to CanadianForex Limited doing business as OFX (“OFX”). You and your means you, the primary, authorized Client that applies for and is approved for an OFX Business Account. When you add an additional User or an Advisor, it will also include and apply to them.  

C. Please read this Agreement carefully before you begin to use our Services. If you proceed to access and/or use our Services, you acknowledge that you understand this Agreement, any applicable supplemental terms specific to the Services, and have had the opportunity to obtain your own independent legal advice in relation to this Agreement.

3. E-Signatures

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 and any transaction terms and conditions. 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.

4. About our Services

4.1 What we provide

We provide Services including technology products and services available via the Secure Website as well as payment services.

A. Software – We grant you the right to access and use the Services via the Secure Website and the mobile app in accordance with your Subscription Plan. This right is a non-exclusive, non-transferable, non-sub-licensable, royalty free and limited license to access and use the Services only when you have an active OFX Business Account with us and only in accordance with the terms of this Agreement. Your use of the Services will be restricted to use of the software in object code form for the purpose of processing our Services for your normal business purposes (which will not include allowing the use of the Software by, or for the benefit of, any person other than you or an Authorized User).

B. Currency Conversions – We will convert one currency to another as requested by you at an agreed exchange rate. You can then hold the converted currency in your OFX Global Business Account or make a Payment.

C. Payments (including both domestic and cross-border) – You can provide us instructions to make a Payment or transfer of your money to a designated Recipient Account. The Recipient Account can be your own OFX Global Business Account or your own bank account, or a third party’s OFX Global Business Account, or a third party’s bank account. Where your Payment includes the exchange of currencies, we will perform a Currency Conversion and then make the Payment to the designated Recipient Account in the chosen currency.

D. OFX Global Business Account – The OFX Global Business Account is a multi-currency account that we issue when you register for a OFX Business Account. The OFX Global Business Account allows you to receive and hold funds as well as make Currency Conversions and Payments using your available Balance with OFX. Where eligible, you may also have an OFX Card connected to your OFX Global Business Account to make Payments.

4.2 Not for investment purposes

We do not offer any form of investment or speculative trading facilities.

4.3 Exchange rates

A. When you give us an Instruction for a Currency Conversion, we will provide you with a quote for an indicative exchange rate that may apply to your Currency Conversion. The exchange rate we quote is not the same as the market exchange rate and is not guaranteed until the Currency Conversion is confirmed as rates can and do change frequently. The exchange rate that applies to your Currency Conversion will be listed on the Service Confirmation.

B. We do not enter into any kind of set-off arrangements that would allow you to receive or pay only the amount of any gain or loss you may have made as the result of exchange rate movements when a Currency Conversion completes.

4.4 No financial advice

We do not provide you with personal or individualized financial advice. We do not take into account your specific financial circumstances or needs when we enter into a Currency Conversion or Payment with you or open an OFX Global Business Account for you. Any advice we do provide will relate only to information that is already publicly available and/or to the mechanics of the Services. You must obtain your own financial advice and make your own assessment as to whether our Services are appropriate for your requirements and financial circumstances. Selection of the type and timing of each Service you request and enter into is for you to decide.

4.5 Fees

A. In consideration of the provision of the Services by us, you will be liable to us for the applicable Fees. These Fees vary depending on the Service provided. Details of the Fees are set out in the Fee Schedule, a Service Confirmation and the applicable OFX agreement, or as agreed in writing by mutual agreement.  This section 4.5: Fees is in addition to any rights available to us regarding Fees and the collection of Overdue Fees set out in applicable OFX agreements.

B. Fees for any technology products and services will be charged on a monthly recurring basis depending on the Subscription Plan you have agreed to, and features made available to you.

C. For a Currency Conversion a Margin will be included in the exchange rate that is agreed with you when the Currency Conversion becomes legally binding. Please be advised that your own bank or your Recipient’s bank may independently charge fees for sending or receiving the applicable funds. You should consult directly with the bank for information regarding any fees they may charge. We have no control over those and receive no part of them.

D. For a Payment or Currency Conversion, we may charge a Fee which will be quoted to you at the time of booking and will be expressed either as a flat Fee or a percentage of the applicable Payment or Currency Conversion amount. Any Fees charged by us in relation to a particular Payment or Currency Conversion will always be shown on the Service Confirmation as well as any receipt we may provide to you or make available within your OFX Business Account. 

E. The Fee payable may vary depending on the way in which the Payment or Currency Conversion is completed. Your choice of payment in, receiving funds and or payments out of the OFX Business Account and/or OFX Global Business Account will determine any Fee payable. To learn more, see your applicable OFX agreement for more details.

F. Select Payments from your OFX Global Account will be Fee-free up to the maximum number of domestic payments available to you under your Subscription Plan. A Fee per transaction will be applied thereafter. The Fee will be included in the Payment details at the time of booking and confirmed via the Service Confirmation.  

G. In certain circumstances, certain intermediary fees might be levied upon a Payment. Where possible, we will estimate the amount of such fees in the Service Confirmation, but the Recipient Account may receive less than originally estimated. You acknowledge and agree that third party intermediary fees may apply to your Payment. We have no control over those, receive no part of them and they are you or your recipient’s responsibility to pay (depending upon what may have been agreed between you and the recipient).

H. You must pay any Fees owed to us as soon as they become due and payable. We may refuse to provide any of our Services, or suspend your access to your OFX Business Account, until we have received payment of the Fees in full. 

I. You authorise us to deduct our Fees or any amounts payable to us from your available Balance in your OFX Global Account. If do not have sufficient funds in your OFX Global Account, the remaining amount owed will be a debt due and payable by you and we may process any amounts payable by a Payment Method you have with us or we may deduct from funds sent to us for any Services in the future, in our sole discretion.

5. Using our Services

5.1 General obligations

A. Instructions

To give us an Instruction, we require that you provide us with the value of the Payment or Currency Conversion, the payment date and the Recipient Account you want to pay (if applicable). When we receive an Instruction from you, we shall provide you, as applicable, with information on the maximum time it will take for the Recipient Account to receive the money, any Fees or charges payable by you and a breakdown of such charges. Where the Payment involves a Currency Conversion, you will be provided with the applicable exchange rate.

B. When the Payment or Currency Conversion is Legally Binding

Payments and Currency Conversions become legally binding once the booking process has been completed online regardless of the payment date. If email or telephone instructions are permitted, Payments and Currency Conversions become legally binding when the Instruction is received via email and has been processed or when the telephone call, in which you place an Instruction, has concluded. A Service Confirmation is available in your OFX Business Account which is a written record of the Instruction you have given us. If you do not contact us within 24 hours of receipt of the Service Confirmation, which is immediately available within your OFX Business Account transaction history, the details will be deemed to be correct. Even if no Service Confirmation is received, the Payment or Currency Conversion is still legally binding, unless we have made a mistake, and this can be evidenced by the emails we have exchanged with you, the data available on our Secure Website or the transcript of the telephone conversation during which it was booked.

C. Third Party Liability and Determination

1. We provide the Services directly to you or with you via your Authorized User. We have no responsibility to any third party. The agreement is personal to you, and you cannot transfer any rights or obligations under it to anyone else. We will not honour any arrangements that you make directly with a third party.

2. You must tell us if you are accessing or using the Services, or otherwise acting at the instructions of, another person or entity, or whether another person or entity will be instructing us for the use of your Services on your behalf.

3. Please be advised that if you access the Services through a mobile device, your wireless carrier’s standard charges, data rates and fees may apply. If you access the Services using a mobile application developed for Apple iOS, Android or Microsoft Windows, you agree that Apple Inc., Google Inc. and Microsoft Corporation are not parties to this Agreement and are not responsible for the provision or support of the Services. Your access to the Services using a mobile application is subject to such applicable third party provider’s terms of service.

D. Changing or Cancelling an Instruction

An Instruction from you cannot be cancelled, withdrawn or changed once you have given it unless we have made a mistake, and you inform us as such immediately. In exceptional circumstances, we may agree to cancel or change an Instruction after it has been received. If you think that such circumstances exist, you should contact us immediately by telephone

E. Service Confirmation

Once we have carried out a Service for you, a record of the Service provided will be available in your OFX Business Account. We may also send you a Service Confirmation via email including any applicable reference, amount of the payment and currency used, any charges and the date the order was received. If you decide to turn off e-mail notifications, it is your responsibility to check your emails or your OFX Business Account regularly to review your Service Confirmations and print or save a copy of this information for your records.

Where the Service includes a Currency Conversion, the Service Confirmation will include the following details:

5.2 Types of Payments

A. Immediate Payments

Payments for when you have a need to send or transfer money to a Recipient Account at the time you provide the Instructions. The Payment Date will be the date the Instructions are received, and the applicable funds are available to settle the Payment. The Immediate Payment may include a Currency Conversion which means a foreign exchange contract under which we agree to exchange money at an agreed rate within two Business Days of the contract commencing.

Payments made via an OFX Card are Immediate Payments whereby you authorise a third party merchant transaction payment from the available Balance in your OFX Global Business Account.

B. Scheduled Payments

Payments for when you have a need to send or transfer money to a Recipient Account at a date in the future. The Payment Date is chosen by you when booking the Payment and on that date, we will fulfil the Instructions, as long as the applicable funds are available to settle the Payment. Where the Scheduled Payment includes a Currency Conversion, you acknowledge that you are not locking in an exchange rate at the time of providing the Instructions and that exchange rates may vary between the time when the Instruction is provided and the Payment Date. By instructing us to provide a Scheduled Payment, you are instructing us to execute an Automatic Conversion on the Payment Date (see clause 5.3, C for more details on Automatic Conversions). The applicable exchange rate will be the Spot Rate on the date that is the same as the Payment Date.

C.  Forward Contracts

1. Forward Contracts are not available in all jurisdictions. You may book a Forward Contract by telephone or online or by email, with prior written approval from us. We may add features in the OFX Global Business Account for you to book a Forward Contract, however, booking a Forward Contract in the OFX Global Business Account must be agreed to and approved by us. See the Canadian-specific terms at the end of this Agreement for any further terms and conditions which may be applicable to you. You acknowledge and agree that any funds paid to us and held by us are funds that have been paid to acquire, or to acquire an increased interest in, a financial derivatives product.

2. The Forward Contract involves a Payment and a Currency Conversion. In giving us an Instruction for a Forward Contract, you must also specify the date you want the exchange to occur. This will be the Maturity Date. The agreed exchange rate will be confirmed on the date you provide the Instructions for the Forward Contract.

3. Advance Payment (deposit):  We may ask you to pay a deposit in full or part payment of a Forward Contract, at any point from the time you give us an Instruction until the Maturity Date. We will tell you whether a deposit is payable before you confirm the Forward Contract. We will state the amount of any deposit/s that must be paid and tell you about the date by which they must be paid.

4. Failure to Pay the Advance Payment: If you do not pay the deposit by the date required, we may cancel the Forward Contract.

5. Change to the Maturity Date: You may ask us to bring forward (pre-deliver) or to extend (roll over) the Maturity Date in relation to the whole or only part of your Forward Contract. Agreeing to such a request is entirely at our discretion. If we agree, the rate may be adjusted to account for the timing of the new Maturity Date and no profit on the adjusted Transaction will be payable by us.

6. Payment of Full Amount on Settlement: You must transfer the full amount of funds due for the Forward Contract (which is the total amount due, less any Advance Payment you have already paid) together with any applicable fees payable, on or before the Maturity Date. If we have not received funds by the Maturity Date, you will be in breach of your obligations under the Forward Contract, and we may cancel the transaction.

7. Assumption of Risk:  Due to the volatile nature of the foreign currency exchange market, the value of the currency sold by you may be less favourable on the Maturity Date than its value upon booking the Forward Contract. You hereby expressly accept and assume such risk and agree that we have no liability to you for any losses you may incur due to fluctuations in the exchange rate.

D. Limit Orders

You may give us an Instruction for a Limit Order by telephone, through our Secure Website or by email, only with prior written approval from us.

1. When You Can Cancel a Limit Order: You may cancel a Limit Order at any time before the Target Rate is reached by contacting us by telephone only. You may not cancel a Limit Order after the Target Rate has been reached, whether or not we have notified you that the Target Rate has been reached. When the Target Rate is reached, you are legally bound by the Currency Conversion and Payment (if applicable).

2. How We Will Notify You About the Target Rate: We will notify you by telephone or email as soon as possible after the Target Rate has been reached. The Target Rate will be deemed to have been reached only when the exchange rate nominated in your Limit Order has been filled with our provider. This will occur when the rate you have nominated has been exceeded by an amount that includes our Margin. It is important that you know that exchange rates can change very quickly, and the Target Rate may not remain for long. As such, you may need to act quickly when you receive a notification from us.

3. Target Rate: You may find that, in some cases, the exchange rate spikes and falls with the result being that the exchange rate you have nominated in your Limit Order has been reached but it may not get filled due to limited liquidity in the market. For the avoidance of doubt, we will not fill your Limit Order in those circumstances. If the Target Rate does not become Sustainable and Purchasable during the relevant period, the Instruction will automatically expire.

4. Making Payment: As soon as you receive our notification that the Target Rate has been reached, you must take action to ensure that the funds are available in your OFX Global Business Account. If the funds are not available and we do not receive the funds in time, we reserve our right to cancel the Limit Order and you may be liable for any losses.

5.3 Currency Conversions

To book a Currency Conversion you must log into your OFX Business Account and provide us with Instructions including as a minimum the value to be converted and the currencies involved. We may accept instructions by telephone, or by email, only if we agree with you in advance.

A. Quotes Made in Error

If we quote you an exchange rate that is clearly a mistake on our part, as the result of a technical or human error, it is not binding on us, and we reserve our right not to process the Instruction. You must notify us by telephone or email as soon as the mistake comes to your attention, and we will send a revised quote as soon as possible.

B. You Agree to Act Quickly

By entering into this Agreement, you acknowledge that exchange rates can fluctuate rapidly, so being able to access the exchange rate we quote depends on you promptly performing your agreed actions. We reserve the right to cancel or suspend the Services if you do not provide us with any requested information or funds promptly. The agreed exchange rate is presented to you at the time of booking the Currency Conversion. The exchange rate is not guaranteed until the Currency Conversion becomes legally binding. You must have cleared and available funds to satisfy the Currency Conversion within two Business Days otherwise your Currency Conversion will expire and will be cancelled, and a late settlement fee will be incurred. This late settlement fee is the equivalent of the Reversal Loss, see clauses 10.2 and 17.2.

C. Automatic Conversion

A. If the Services uses or requires Automatic Conversions, or if you elect to use Automatic Conversion and when you book a Scheduled Payment involving a Currency Conversion, we will convert your funds immediately upon receipt of cleared funds by us or on the Payment Date if provided as part of the Instructions, and we will make a Payment to your designated Recipient Account. If you instruct us to undertake Automatic Conversion, either for a single Currency Conversion or as a standing instruction, you acknowledge and agree that:

1. We will convert funds from one currency to another and transfer such funds to your designated Recipient Account, or merchant’s account if you are using Automatic Conversion with your OFX Card, at our then current Spot Rate. You waive any right you may have to disclosure by us of the exchange rate prior to conversion;

2. For an Automatic Conversion the Currency Conversion and Payment will be legally binding on you when we receive the relevant funds, or for OFX Cards, when you authorize the transaction. For a Scheduled Payment, the Currency Conversion and Payment will be legally binding on you when we receive the Instructions.

3. We will provide you with confirmation of the Currency Conversion and Payment details via a Service Confirmation or directly in your OFX Global Business Account; and

4. Exchange rates fluctuate due to external market conditions so the exchange rate used for the Currency Conversion of your funds may vary each time Currency Conversion is executed. The exchange rate used on your Currency Conversion will be disclosed on your Service Confirmation and in your transaction history. If you notice any errors or unauthorized transactions in your account transaction history, please contact us immediately.

D. It is your responsibility to ensure that you give us accurate and complete details. We rely solely on the account number you give us and will not check the details of the Recipient Account, including whether the name you provide matches the account number you have given us.  For OFX Card transactions that use Automatic Conversion, we rely solely on your conduct when you use the OFX Card at a merchant’s point-of-sale.

E. Where you elect to use Automatic Conversion, you may cancel an Automatic Conversion instruction at any time by giving us at least 24 hours’ written notice either via email or by updating your Instruction within your OFX Business Account, which will apply to any funds received by us after this time. Otherwise, a Currency Conversion, Payment or Instruction cannot generally be withdrawn or changed once it has been received.  Automatic Conversions for certain Services such as making multi-currency transactions using OFX Cards cannot be cancelled as they form a feature of the OFX Card.  

5.4 OFX Global Business Account

A. About your OFX Global Business Account

The OFX Global Business Account is a multi-currency account that allows you to receive, hold and transfer funds in and out of it in accordance with this Agreement. You may have multiple currency accounts, either in the same currency or different currencies, provided we consider, in our sole discretion, there is a reasonable business need. The OFX Global Business Account is not a bank account and is subject to certain limitations and restrictions, as described in this Agreement.

To receive funds, OFX supports currency accounts with local Account Credentials as well as SWIFT Account Credentials. All currencies are supported to receive via SWIFT account credentials unless specified otherwise.

To make payments from your OFX Global Business Account, OFX supports payments using local payment rails as well as SWIFT. 

OFX allows you to receive, hold, complete a Currency Conversion and make Payments out of the following currencies, unless specified otherwise in any other communication to you: OFX Available Currencies. OFX may update this list from time to time at its sole discretion.

B. Account Credentials

When we issue you an OFX Global Business Account, you will be provided with a unique account number and account information (collectively the “Account Credentials”) to be used to pay into your OFX Global Business Account, receive funds from third parties or from your own bank account and to enable us to credit your OFX Global Business Account. Account Credentials are not bank account details that relate to a bank account held by you. Account Credentials must be protected and kept secure and may only be disclosed to third parties for the sole purpose of receiving payments. You may not sell, transfer, or sublicense your Account Credentials to any third party. You must not disclose your Account Credentials to any third party other than a genuine payor. You agree to notify us immediately if you know of or suspect unauthorized use of your Account Credentials. OFX may terminate or revoke your Account Credentials for any reason at our sole discretion.

C. Default Automatic Conversion

Prior to your use of the OFX Global Business Account Service, you must provide your Canadian Dollar nominated beneficiary bank account for the purposes of transferring or returning funds to you in accordance with applicable Additional Terms or as notified to you in writing by us. You acknowledge and agree that the funds will be returned in Canadian Dollars, and we will convert the funds, if needed, at our then current Spot Rate. The transfer will be processed as an Automatic Conversion as per (clause 5.3, C Automatic Conversions) above. You may update these instructions by notice to us in writing.

D. Payments in and adding funds to your OFX Global Business Account:

Depending on the method of the payment into your account, Fees and charges may apply. See the Fee Schedule, and applicable OFX agreements for more information. We reserve the right to change or limit the ways in which you can pay in or add money to your OFX Global Business Account at any time without notice to you.

Any attempted payments to an OFX Global Business Account through an unsupported Payment Method or currency will be rejected and returned to the payor. We do not accept cash, cheque, or other forms of payment into your OFX Global Business Account.

Funds will be credited to your Balance when we are in receipt of the cleared funds. Log in to your OFX Business Account via the Secure Website to track your Balance.

E. Payments out and withdrawing funds from your OFX Global Business Account

F. Rejected Payments

OFX reviews all payments received and may in its sole discretion reject any payment. If an inbound payment is rejected or declined, a bank or other third party provider may assess a fee in relation to the rejection. In addition, OFX may, in its discretion, assess a fee on you to cover the investigation costs and expenses. You acknowledge and agree that any fees, costs or expenses associated with a declined or rejected payment will be borne by you or the payor. In no event will we be responsible for any costs, fees or expenses assessed by a third party in relation to a rejected or declined payment.

G. Delivery Issues

The payment and delivery of receivables from third parties, including the timing of receipt of the receivables and the amount of funds delivered, is controlled solely by the third party payor and may be subject to the third party payor’s terms and conditions or the terms of any applicable agreement between you and the third party payor. Any issues or disputes with the delivery, non-delivery or timing of the delivery must be resolved directly with the third party payor and are not the responsibility of OFX. OFX will not be a party to any such dispute.

H. Funds Held by Us

Funds held by us are funds representing monetary value and are reflected in the balance shown within your OFX Business Account (“Balance”). The OFX Global Business Account is not a deposit or investment product. OFX may co-mingle and hold your Balance with the balances or funds of other OFX Clients (“Pooled Account”). Any funds held in an OFX Global Business Account represent an unsecured claim against OFX and are not insured by any applicable deposit protection scheme or the Canadian Deposit Insurance Corporation in Canada. We will have sole discretion as to the maintenance and establishment of the Pooled Account and you will not have any right to or be entitled to draw funds from any Pooled Account. You will not receive any interest or other earnings accrued on your Balance or any other funds held by us. In consideration of your using our Services, you irrevocably assign to us all rights and legal interest to any interest or earnings attributable to holding your Balance. We will safeguard end-user funds in accordance with the Retail Payment Activities Act (“RPAA”), and we will implement all required measures as required under the RPAA.

I. Transaction History

You can access your transaction history including Currency Conversions, exchange rates, Payments, amounts received, Fees charged and other applicable information within your OFX Business Account via the Secure Website.

You can request a statement by contacting us, please contact us in any of the ways set out in the Canadian-specific terms ‘Contact Us’ section.

J. Additional Obligations

5.5 Restrictions on Use of Services

A. You have no right (and will not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Services in whole or in part.

B. You must not:

C. Not a Bank Account – Our Services and the corresponding OFX Global Business Account is not a banking product or bank account, does not take deposits and cannot be used by you as a bank account. You are not permitted to authorise withdrawals using Account Credentials or otherwise initiate an outbound funds transfer using your Account Credentials other than by initiating a Payment in accordance with this Agreement.

D. No Personal Use – The Services are intended for business-related and commercial activities of the OFX registered business only. You are not permitted to use the Services for any other unregistered business, personal, family or household purposes. The Services cannot be used in conjunction with an OFX Personal Account. OFX will block funds from any individual or for suspected or actual use for personal, family or household purposes.

E. Unsupported Business Activities – in addition to any other restrictions contained in this Agreement, you may not use the Services or accept payments in connection with the following business activities, products or services. This is a non-exhaustive list:

Money Services, Virtual Currency or stored value	Money transmitter, FX broker, payday lenders, collection agencies, bill payment services, check/cheque cashing, correspondent banking. Crypto assets/Cryptocurrencies. Crypto Miners /Virtual Currency administrators.
Counterfeit goods	Unauthorized sale of or resale of brand name or designer products or services.
Gambling	Betting, sports forecasting, lotteries, online gaming, off-track betting.
High-Risk Regulated Products or Services	Marijuana dispensaries and related businesses, tobacco, e-cigarettes, e-liquids, online pharmaceuticals, weapons and munitions. Wildlife products, mining and extraction, migration agents, political organisations, adult entertainment, pawnbrokers
Intellectual property or proprietary rights infringement	Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of OFX intellectual property without express con- sent from OFX; use of the OFX name that is inconsistent with this Agreement or in a manner that otherwise harms OFX or the OFX brand; any action that implies an untrue endorsement by or affiliation with OFX.
Illegal Activities	Firms involved in servicing human trafficking, child labour, prostitution
	Any other category of product or service that OFX decides to prohibit in its sole discretion.

Without limiting any of its other rights, a breach of this clause will result in immediate suspension and or termination of the Agreement at OFX’s sole discretion.

6. Payment for Services

6.1 Your Account details

A. So we can tell who the money has come from, you must use your personalised Account Credentials. Funds will then be allocated to your OFX Global Account Balance.

B. You will also be allocated a unique client reference number which is to be used by you every time you call us.

C. Funds from Business Clients must come from a business bank account.

D. We will pay your funds by electronic means only.

6.2 Payments

You must have the full amount payable (plus any applicable fees) available in your OFX Global Business Account. For immediate Payments the funds are required within two Business Days of when the Payment becomes legally binding. For Forward Contracts and Scheduled Payments, the funds are required before the Maturity Date. If we have not received the funds by the applicable date, we will not be able to process the Payment and reserve the right to cancel the Payment. Where you have the full amount payable as available Balance in your OFX Global Account, the funds will be pulled from your Balance and used to satisfy the Payment as soon as the Payment becomes legally binding.

6.3 Currency Conversions

You must have the full amount of the currency you want to exchange in your OFX Global Business Account. If we have not received the funds by the applicable date, we will not be able to process the Payment and we will cancel the Currency Conversion.

Where we do not receive the applicable funds within two Business Days for your Currency Conversion, your Currency Conversion will be cancelled, and you will be required to get a new quote and book in a new Currency Conversion. You will be charged a late settlement fee equal to the Reversal Loss in accordance with clauses 10.2 and 17.2.

To the extent that you have available Balance in your OFX Global Business Account, you acknowledge that the Reversal Loss will be deducted immediately upon becoming a debt due and payable to us. If you have insufficient funds available in your OFX Global Business Account, the Reversal Loss will be included in your next Currency Conversion or Payment and will show as a Fee payable. Where you have the full amount payable as available Balance in your OFX Global Business Account, the funds will be pulled from your Balance and used to satisfy the Currency Conversion as soon as the Currency Conversion becomes legally binding.

6.4 Payment from another’s account

If you want to make the payment from someone else’s bank account, we may require evidence that you are entitled to do this, and you must bring it to our attention as early as possible to avoid delays to your Payment. You must be the beneficial owner of the applicable funds (see 7.2 Owner of the Money you Are Transferring).

6.5 Providing the correct details

A. It is your responsibility to ensure that accurate and complete payment information (including details of the Recipient Account) are provided to us on or before the Payment Date, Maturity Date or Delivery Date (as applicable).

B. You must provide us with full details of the Recipient Account, including the account number, the full name and address of the recipient, the full name and address of the recipient’s bank and any other reasonably requested details. If you fail to do so, we will not be able to provide the applicable Services.

C. We rely solely on the Recipient Account bank account number you give us. We do not, as a matter of course, carry out any further checks to verify that the account details are correct, so it is important that you give us the right details.

6.6 Full Amount of funds must be received

A. The full amount being transferred, plus any Fees that may be payable and any other fees that have been requested or may be deducted by us or a third party, must be received by us in cleared funds before we credit your Recipient Account. We will not pay out funds until the full amount payable is available to us.

B. The exception to this is where certain business Clients have access to intra-day credit and the Payment is carried out before funds have cleared, following proof being provided to us that the funds have been sent to us. Access to this feature is at our discretion and is not available to all Clients.

C. Should we receive less than the agreed amount of funds from you (for example, as a result of your bank deducting a fee prior to transfer), we reserve the right to proceed with the Payment using that lesser amount which will result in a lesser amount being transferred to your Recipient Account.

6.7 Failure to make Payment

If you do not have sufficient funds available in your Balance, or you fail to make full payment for any Payment or Currency Conversion when due (including where a payment method in fails or is dishonoured), we will not be able to process your Instructions and we may take other action such as invoking our cancellation rights (see clause 10 Cancellation), closing your account or pursuing you for any losses we may have suffered as a result.

6.8   Unauthorized Payments

A. If you believe that you did not authorise a Payment or Currency Conversion, please notify us without undue delay. If we determine that you did not authorise a Payment in accordance with this Agreement, we will refund you the value of the Payment as soon as practicable unless:

B. If we investigate further and find that you authorized the Payment(s), you must return any refund(s) we provided to you as soon as possible.

6.9 Errors on Our part

A. We are liable to you for the correct execution of your Instruction, unless we can show we acted in accordance with your Instruction and the Recipient Account received the requested amount of funds. You should check the Service Confirmation, receipts (if applicable) and other information within the Secure Website and contact us immediately if there is anything which is incorrect or which you need us to clarify or confirm. If you do not do so, we will not be liable to you for any associated loss.

B. Where we have incorrectly executed a Payment and we are liable, we shall refund you the amount of the Payment to account in your name without undue delay.

C. Regardless of whether we are liable to refund you, we shall immediately and without charge:

D. We are liable to you for any charges incurred by you where we have incorrectly executed a Payment.

6.10 Errors on Your part

A. All information you provide to us must be complete, accurate and truthful at all times and you must update this information whenever it changes. We are not responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide us with additional supporting documents.

B. Should you make an error (for example, you give us the wrong Recipient Account details) and your funds are not sent to the intended Recipient Account as a result, we will not be liable for any loss you incur but we will make reasonable efforts to help you trace the money. Whether the funds can be recovered will depend on a number of factors including which bank the money has been paid to and any local laws that may apply. To the extent reasonably practicable for us to do so and subject to applicable laws, we may provide relevant information that we have to help you reclaim payment of the funds upon request from you in writing.

C. You agree to take all available steps to recover any such funds if the mistaken Recipient Account is owned or controlled by someone related to you or associated with you in some way.

7. Business Account

A. OFX Business Accounts are to be used when you are utilising the Services for commercial purposes such as the sale of goods and services and must be related to the business registered with OFX. You must be authorized to bind the business and submit information on its behalf. OFX Business Accounts should not be used for other/unregistered businesses, personal, family or household purposes otherwise there is a risk of the Services being refused and the OFX Business Account being closed.

B. The OFX Business Account and the Services are provided on an 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 Services are subject to change, such change will be communicated to you via our Website. 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.

C. All Services must only be used or accessed for lawful purposes and in accordance with this Agreement including but not limited to any restrictions or prohibitions.

7.1 Identity verification

To provide you with our Services, we must collect certain information about you, other relevant third parties and your business. We may also be required to verify such information in accordance with our regulatory and legal obligations. See clause 15 (Important Privacy Information) and the Privacy Policy for details on how we manage personal information.

7.2 Owner of the money You are transferring

A. For each Transaction, unless we agree otherwise, you, or the business you represent, must be the beneficial owner of the money you intend to transfer, or you are acting in your capacity as a trustee of trust money. We may request documentary evidence showing ownership of the funds. You may not enter Payments on behalf of third parties, unless you notify us in advance, and you are expressly authorized to do so in accordance with this Agreement and can prove that to us if we ask you to.

B. We recognise that there may be situations where a third party is legitimately involved, so long as the transactions are conducted on behalf of, or for the benefit of the OFX registered business and you have informed us in advance of this situation, while you are still the beneficial owner of the funds, including but not limited to: salary payment; from solicitor e.g. property sale, estate, trust; sale of shares where payment is from the investment firm; joint accounts; family member (to first party); pension payments; refund of a deposit on rental/holiday accommodation; inheritance payment, etc. In such circumstances we may ask you to provide us with additional documentary evidence so that we can meet our legal requirements.

C. The funds held in your OFX Global Business Account belong to you, the Client who is the OFX registered business and owner of the OFX Global Business Account. You must not place a charge or other form of security over your OFX Global Business Account.

7.3 Appointing someone to act on Your behalf (Authorized Users)

A. You must appoint one or more Authorized Users (even if you have a sole director who has created the OFX Business Account). You may appoint as many Authorized Users as you wish, subject to our approval and any OFX Subscription Agreement (Business) restrictions that may apply. Each Authorized User will have Secure Details.  

B. You can do this by logging into your OFX Business Account and requesting to appoint someone or you can sign an Authorized Signatory Request. An Authorized User may have unlimited authority to give us an Instruction on your behalf, or you may specify the stages of a Payment or Currency Conversion that you authorize them to undertake and or approve. We may contact you to confirm the details of a request to appoint an Authorized User or on any Authorized Signatory Form we receive from you.

C. We will rely on an Instruction received and any other act of approval or rejection from any Authorized User in accordance with this Agreement until such time as you withdraw or change that authority by giving us at least 48 hours’ notice in writing. If you wish to change or remove an Authorized User, you may do so by completing a Change of Authorized Signatory Request form or otherwise by notifying us within your OFX Business Account.

D. We will complete screening and other KYC checks on all Authorized Users as we see fit. We may ask for additional information, including but not limited to ID documentation and evidence of authorisation to act on behalf of You.

E. This Agreement also applies to Authorized Users, but you remain responsible for and remain bound by their actions. We accept no liability for carrying out any Services that have been instructed by your Authorized User which you didn’t want. If a dispute arises between you and your Authorized User, you acknowledge that we are not party to that dispute.

7.4 Keeping Your Account Safe

A. We will issue, or you can choose a username for your account with us. We will also ask that you provide personalised security details (such as a password or fingerprint) and answers to security questions. Together these are known as your Secure Details, and they allow us to verify your identity so that you can give us an Instruction. We may accept any Instruction received, using the Secure Details, without performing any further checks on the identity of the user.

B. You must take all reasonable steps to keep your Secure Details secret and safe, and you must take all reasonable steps to prevent loss, theft or fraudulent misuse of them. We recommend that you do not write them down in a format that is recognisable, save them electronically, choose simple passwords, or let someone else know them unless they are an Authorized User.

C. If you know or suspect that your Secure Details have been lost, stolen or misappropriated, or that there has been unauthorized use of our Services or any other security breach, you must notify us immediately by calling us on the numbers in Contact Us Section at the end of this Agreement or by emailing us at business@ofx.com. In such circumstances we may suspend your account to protect you and refer the matter to our fraud department.

7.5 Keeping Our People Safe

A. We do not tolerate hostile, aggressive, threatening or abusive language or behaviour towards our people and reserve the right to terminate a telephone call, cancel a Payment or Currency Conversion, decline to provide you with Services or close your OFX Business Account or OFX Global Business Account in any circumstances where any of our people may feel threatened, alarmed, distressed or afraid.

B. Where there are extenuating circumstances and you wish to appeal our decision, you are entitled to raise a complaint in line with our Complaints Policy in the Canadian-specific terms at the end of this Agreement.

7.6 Communicating with You

A. When we need to contact you, we may do so by email, text, telephone or mobile application using the most recent details you gave us. We will mostly communicate with you electronically, see clause 20 (Electronic Communications Consent) for more details.

B. We may record telephone or video calls for training, quality assurance and compliance purposes. By entering into this Agreement, you consent to the electronic recording of all telephone or video conversations that take place between you and us without an automatic warning tone or message being given. In the event of any dispute between you and us, the recording or transcript of our telephone or video conversation may be used as evidence of the nature and purpose of the call and any details that were agreed between you and us in relation to the provision of any of the Services.

C. You must ensure that all information provided to us is accurate and up to date at all times. You must tell us of any changes by calling us, updating your details on our Secure Website or mobile app. or emailing us, as soon as you can. If you do not, this may impact the Services that we can offer you.

D. By entering into this Agreement, together with the consents you gave when registering with us, you consent to receiving communications from us, including e-mails and phone calls directed to the e-mail address and/or telephone number you provided when you registered for an account with us. Such communications may include, but are not limited to, transaction details or Service Confirmations and receipts, requests for additional documents or information and notifications regarding updates to your account.

E. You may also receive marketing or promotional messages as permitted or if you have agreed to this when you created your account with us. You may opt out of receiving marketing or promotional messages at any time by changing your preferences within your OFX Business Account, clicking the unsubscribe facility included in each electronic marketing message or by contacting us via any of the ways set out in the ‘Contact Us’ section. To continue using our Services, there are certain communications directly related to the Services and your OFX Business Account which you cannot opt out from receiving.

8. We are under no obligation to accept Your Instruction

8.1 No Obligation

We are under no obligation to accept an Instruction from you, and we do not accept any liability for any loss you may incur as a result.

8.2 Security Breach

We will prevent the use of your Secure Details if we reasonably believe that:

A. It is appropriate to protect their security or access,

B. Their use is or may be unauthorized or fraudulent,

C. It may otherwise compromise our security measures, or

D. We have to do so under an applicable law or regulation or order of a court or other regulatory body.

We will tell you if we need to stop or suspend the use of your Secure Details, using the contact details you have provided to us, unless that would break the law.

8.3 Secure Details

Unless we have terminated the Agreement due to a security breach or a suspected security breach, we will allow you to use your Secure Details again once the reasons for suspending the use of your Secure Details no longer apply.

8.4 Transaction Limits

We may apply limits to the number of Payments and / or Currency Conversions that you can make each day. We may also apply limits to the amount of money that you can transfer each day. Where this is the case, we will notify you separately and let you know if there is another way you can give us an Instruction.

9. When We Can Close Your Account

We have the right to close your OFX Business Account, at our sole discretion, if we reasonably believe the information you have provided to us is false or misleading or that a proposed Payment or Currency Conversion may be connected in some way with Illegal Activities or may result in reputational harm or any other unacceptable business risk to us. If we do this, any monies we may owe to you will be returned to you if permitted in accordance with and subject to applicable laws. Likewise, any monies you owe to us must be paid.  See also your applicable OFX agreement we may have with you relating to your Services for our rights to close your OFX Business Account.

10. Cancellation of transactions

10.1 When We may cancel a transaction

A. We reserve the right to cancel any transaction, without prior notice to you, if we believe there is a valid reason for us to do so including, but not limited to, any of the following:

B. There may be a delay in the Services we provide while we check that none of the above reasons apply. We will notify you if we are or have been unable to process your Instruction and the steps you may need to take to correct any errors in your Instruction.

C. You must notify us immediately if you become aware of any event referred to above happening or being possible or likely to happen.

10.2 Consequences of cancelling a Currency Conversion

When we cancel a Currency Conversion, we buy back the currency that we have bought for your Currency Conversion at the prevailing market rate. If the value of the currency you have asked us to exchange has strengthened, a loss will be incurred on the Currency Conversion and you will be liable to pay us the amount of that loss, together with any reasonable expenses or other costs we incur as a result. This is called a “Reversal Loss”.

10.3 No payment of profit

We will not pay you any profit arising from us cancelling a Currency Conversion, or for any other reason, under any circumstances.

10.4 Right to deduct money owed

The amount of any Reversal Loss or overdue Subscription Plan Fee, or any Overdue Fee is a debt payable by you and you agree that we may immediately, without notifying you, deduct the total amount of any Reversal Loss or Overdue Fee (together with any other costs we may have incurred) from any funds we may hold for you including your Balance, whether related to the cancelled Currency Conversion or not. If the amount we are seeking to recover exceeds the amount of your Balance, you agree to pay us the balance.

10.5 Additional costs You may be liable for

A. Your failure to pay any amount owed to us is considered a material breach of this Agreement. In addition to the amount owed, you will be liable for any costs we may incur during collection of such amounts. Collection costs may include lawyers’ fees and expenses, the cost of arbitration or court proceedings, collection agency fees, applicable interest and any other related costs.

B. You agree that we may charge you interest on any sum that remains payable to us after it fell due. Interest will accrue and will be calculated daily and be compounded monthly from the date payment was due until the date full payment is made by you. Please refer to the Canadian-specific terms at the end of this Agreement for details of any applicable interest rates.

10.6 Notice of monies due

If we cancel a Currency Conversion, you will be notified within the Secure Website explaining the amount of any sums that are payable to us and the amount of any sums being withheld by us.

10.7 Set Off

A. In addition to other remedies available to us, if you fail to pay any amount when it becomes due under this Agreement, we may set off such an amount against any amount payable by us to you.

We are entitled to set off against any amounts due to us by you, any amounts received by us from or on behalf of you. We may determine the application of any amounts which are to be set off at our discretion.

11. Anti-Money Laundering and Countering Financing of Terrorism (“AML/CFT”)

11.1 AML/CFT Compliance

Please read our Money Laundering Statement within the Legal section of our Website.

By entering into this Agreement, you agree that you will not knowingly do anything to put us in breach of the Anti-Money Laundering and Counter-Terrorism Financing laws in any jurisdiction in which we operate. You undertake to notify us if you become aware of anything that would put us in breach of any AML/CFT law.

11.2 Means of Payment

A. To reduce the risk that our Services could be used for money laundering purposes, we will not accept payment in cash or by cheque. For funds received by credit card or debit card, or via a third party payment, we reserve the right to complete any other checks or request any additional information as we require.  We may decide to not accept the funds and will attempt to return the funds to the account from which we received them.

B. You must ensure that you use your Account Credentials when making electronic payments to us.  You acknowledge that if you do not include the correct Account Credentials, we may not be able to link the payment to you and may have to cancel the Payment and attempt to return the funds to the account from which we received them.

11.3 You have no grounds for suspicion

By giving us an Instruction, you confirm that you are not aware and have no reason to suspect that: (i) the money you are transferring comes from or is related to Illegal Activities; or (ii) the money you are transferring will be used to finance, or used in connection with, Illegal Activities.

11.4 Consent to use of information by Us

A. All information you provide to us could be made available to regulatory authorities in both the country of origin of the funds and in the country to which the funds are being sent.

B. You agree that any personal information provided to us by you will be used in accordance with this Agreement, see clause 15 (Important information about privacy) for more information.

11.5 Freezing or blocking the transfer of funds

In certain circumstances, we may freeze or block an account where we believe or are told that it is being, or has been used, in connection with actual or suspected Illegal Activities without giving any prior notice or reason for doing so. Freezing or blocking can arise as a result of the account monitoring that is required by AML/CFT laws and or at the direction of a court, regulator or government authority. If this occurs, we are not liable to you for any consequences you may suffer or losses you may incur whatsoever and you agree to indemnify us for all losses, costs, expenses, claims and damages that we may suffer or be found liable for, in connection with the freezing or blocking of your account.

11.6 Right to refuse to provide a Service

We reserve the right to refuse to accept you as a Client or to refuse to process any Service at any stage of our relationship if we reasonably believe the information you have provided to us is false or misleading or that a proposed Payment or Currency Conversion may be connected in any way with Illegal Activities or may result in reputational harm or any other unacceptable business risk to us.

11.7 Reporting obligations

We are obligated to report all suspicious activities and transactions to the relevant authorities. In almost all instances we are not permitted by law to inform you of any such reporting.

12. Indemnities

12.1 Your liability to Us

A. You agree to indemnify us for any losses, costs, expenses or fees we may incur as a result of your failure to perform any of your obligations under this Agreement. This includes any legal costs that we may incur in enforcing any of our rights or recovering any amounts due to us. You also agree to indemnify us for any fees, costs, duties and taxes charged by any third parties in relation to the Services provided, including fees or charges which may be charged by your Recipient Account’s bank, whether or not those fees or charges were notified to you in advance.

B. You agree to indemnify us (and our respective affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors and suppliers) from and against any and all claims, fines, civil penalties (including but not limited to regulatory fines for data breaches), losses, judgments, damages, liabilities, interest and expenses including, but not limited to, legal fees arising out of or in relation to any claim, action, or other proceedings brought by any third party that may arise out of or relate to: (i) any actual or alleged breach of your obligations, representations or warranties, as set out in this Agreement; (ii) your fraudulent, negligent, wrongful or improper use of the Services; (iii) your violation of any law, rule, or regulation of any country; (iv) any other party’s access and/or use of the Services using your Secure Details.

C. These indemnities apply to any individual assigned Secure Details and to the business entity, which is registered as a Client with us, jointly and severally. We may decide to take action against any individual in a personal capacity, or against the business entity, or both, at our discretion, should you breach this Agreement leading to a loss, cost, damage or liability for us.

12.2 Our liability to You

A. If we make an error and your funds are sent to the wrong Recipient Account or we complete a Payment incorrectly or late, unless dealt with elsewhere in this Agreement, we will take urgent action at our own expense to recover the funds. Subject to the exclusion at clause 13.2(b), we will refund the applicable funds to you. We will not be liable to you if the bank where the Recipient Account is held received the funds and they then made the error.

B. Where the mistaken Recipient Account is held by a person or company with whom you have a personal or pre-existing business relationship with, you must immediately take all reasonable steps to assist us to recover any such funds. To the extent that your failure to take such reasonable steps impacts our ability to recover the funds from the mistaken Recipient Account or causes you further loss, we will not be liable to you under this clause.

13. Limitation of Our liability

13.1 Liability Cap

A. Our liability to you for each and every Payment or Currency Conversion is limited to the amount of money you have actually paid us in relation to any particular Payment or Currency Conversion.

B. For the avoidance of doubt and without limiting any other provision of this Agreement:

13.2 Where Our liability to You is excluded or reduced

A. We will not be liable to you for loss incurred by you under this Agreement that is:

5. Suffered as the result of or in connection to:

6. Incurred when you have acted or whilst you are acting:

B. Our liability to you will be proportionately reduced to the extent that:

C. These exceptions will not apply to the extent that we acted fraudulently, with gross negligence or the law does not allow us to exclude or limit liability.

14. Warranties

14.1 Your warranties

A. You agree that the following statements are true and accurate, and you acknowledge that we may refuse to process, or cancel, any or all Services and transactions, if we find at any stage that they are not true and accurate:

B. If you are acting as a trustee of a trust, this Agreement binds you in your personal capacity and in your capacity as trustee of the trust.

C. By entering into this Agreement, you assume responsibility for carrying out your own due diligence on the identity of the holder of your intended Recipient Account. Whilst we reserve the right to cancel Payments, Currency Conversions or close an OFX Global Business Account where we suspect there may be Illegal Activities or where our compliance requirements are not met, it remains ultimately your responsibility to ensure that the Recipient Account is legitimate. We will not be liable where you fall victim to a scam and where we have met our obligations under this Agreement.

D. By entering into this Agreement, you acknowledge that there may be delays in the transfer and receipt of payments and whilst we will do everything in our power to ensure the transfer of funds, you accept that we cannot guarantee that transfers of funds will always be made on time.

14.2  Our warranties

A. We represent and warrant that:

B. We will make every effort to process transactions in a timely manner, but we make no guarantees or warranties regarding the time it takes to complete a particular transaction because our Services are dependent upon many factors outside of our control. Additionally, we do not have any control of, or liability for, any acts or omissions of the bank where the Recipient Account is held or any goods or services that are paid for using our Services.

C. Whilst we make every effort to provide our Services to you with the utmost care and diligence, we do not warrant or guarantee that the Services will meet your requirements; that the Services will be available at a particular time or location; that the Services will be uninterrupted, error-free, without defect; that any defects or errors will be corrected; or that the services are free of viruses. OFX excludes all rights, representations, conditions, warranties, guarantees, undertakings, remedies or other terms in relation to the Services to the maximum extent permitted by law.

15. Important privacy information

By registering with us to use our Services, you consent to us collecting, using and disclosing personal information about you in the ways set out in this clause 15, the Privacy Policy and as permitted by Privacy Law.

We cannot register you for use of our Services without your personal information. Once you become a Client, we may also be unable to administer your OFX Business Account or continue to provide our Services.

15.1 Collection of personal information

A. Generally, we collect personal information from you directly when you register to use our Services, through your ongoing use of our Services and when you communicate with us such as over the phone, email or other electronic transmissions of data.

B. We collect information when you use our Secure Website and you interact with our Website (including via cookies).  See our Cookies Policy  for more information.

C. We may also collect personal information from third parties and publicly available sources, such as credit reference agencies, government and regulatory authorities, identity verification and fraud detection service providers, community forums, social medial platforms, our business partners, advertising and market research companies.  This may also include someone acting on your behalf, for example see clause 15.5.

D. For the types of personal information we collect, refer to our Privacy Policy.

15.2 Purpose of collection

We collect, use and disclose personal information about you to:

A. provide you with information about our Services;

B. assess your registration to use our Services;

C. check details provided to us, verify your identity and authority to act;

D. provide and administer our Services;

E. promote and advertise our product and services, or those of our business partners and related bodies corporate;

F. manage business operations, such as training staff, risk management, planning, research and statistical analysis;

G. prevent, detect and investigate actual or suspected fraud, money laundering or other crimes and harmful activities;

H. design or improve products and services;

I.  gain insights about you and your use of our Services to optimise user experience and the effectiveness of our promotional activities;

J.  comply with laws that may require or authorise us to obtain personal information about you, such as the AML/CTF laws; and

K. other purposes disclosed at the time of collection, you have consented to or that are permitted by law.

15.3 Disclosure of personal information

We may disclose personal information about you with other companies in the OFX group.  Personal information may also be disclosed to other third parties where you consent, we consider it necessary to provide our Services, we have a duty to disclose or an applicable law allows us to do so for legitimate interests or business reasons. Examples of the types of third parties include:

A. persons you have authorized to access your OFX Business Account or personal information;

B. our service providers or professional advisors;

C. payment processors, including intermediary banks and financial institutions;

D. credit reference and identity verification agencies;

E. our partners, business associates or contractors;

F. enforcement agencies, government or regulatory authorities;

G. for online sellers, the relevant marketplace; and

H. third parties wishing to acquire an interest in any part our part of our business for assessing or implementing any such acquisition.

Some of these recipients may be overseas.  While it is not practical to list every country where such recipients are located, countries where we are likely to disclose your information include the United States of America, Canada, United Kingdom, countries in the European Economic Area, New Zealand, Hong Kong and Singapore.

15.4 Access and correction of personal information

Our Privacy Policy explains how you can access and correct the personal information we hold about you. It also contains information on how to complain if we breach a Privacy Law and how we deal with your complaint. Our contact details can be found in the Canadian-specific terms of this Agreement.

15.5 Authorized Users and other relevant third parties

To provide our Services to you, we may need personal information about your Authorized Users, your Recipient Account holders and other people involved in your business including but not limited to ultimate beneficial owners of your business (“Relevant Third Parties”). You agree to provide us with the information that we request, and you agree that, prior to providing us any information on Relevant Third Parties, you have disclosed to the individual(s) concerned that we will collect, use and disclose their information in accordance with this Agreement. You acknowledge, we may not be able to provide our Services if you refuse or do not provide any requested information relating to Relevant Third Parties.

15.6 Biometric information

When you register to use our Services, you will provide certain biometric data for the purposes of identifying you. OFX uses a third-party service provider to collect and store your biometric data. You may decline to provide your biometric data. However, if you decline, we may not be able to provide our Services to you. For more information see our Biometric Information Retention Schedule and permanent Destruction Guideline.

15.7 Consent to credit reference reports

You agree that we may access any electronic databases to assist us to identify you and to assess your creditworthiness. You agree that we may obtain, use and retain information about you that we have obtained from any business that provides information about the creditworthiness of individuals, including a consumer credit report from a credit reporting agency. In doing so, we may give information about you to a credit reporting agency for the purpose of obtaining a consumer credit report about you and allowing the credit reporting agency to create or maintain a credit information file containing information about you and you accept and agree that this may create a credit “footprint” on your file with any such credit reference agency.

15.8 Protecting your personal information

We take all reasonable steps to protect information from unauthorized access, but we cannot accept liability for unauthorized access or use of your personal information or Secure Details where you have failed to keep your personal information or Secure Details safe.

15.9 Retaining your personal information after termination

There are legal requirements and other legitimate reasons that require us to retain your personal information following termination of this Agreement. For example, under relevant AML/CTF laws we need to keep your personal information and information about your transactions for a number of years from the end of your relationship with us. Subject to any legal requirements and other legitimate business purposes, we will destroy, erase or anonymise your personal information when it is no longer needed.

16. Changes to this Agreement

16.1 Making changes to this Agreement

A. We may make changes to this Agreement for a number of reasons including, but not limited to,

 changes in:

B. We will notify you of any changes electronically and post an updated version of this Agreement on our Website. However, we will not send a notification if we only make immaterial changes such as a minor change to presentation, correcting errors or changing terms that only apply to clients in other jurisdictions.

C. The amount of notice we provide will depend on the type of changes we are making and the country you reside in (see the Canadian-specific terms at the end of this Agreement).

D. This will not affect any rights or obligations you already have, but you will be bound by the new terms when you enter into any transactions after the changes have been made to this Agreement.

16.2 Accepting changes to this Agreement

If you do not tell us that you want to terminate this Agreement before the change happens, we will treat you as having accepted the change.

17. Termination of this Agreement

17.1 When We can each terminate

A. This Agreement will remain in effect until it is terminated by you or us.

B. By You: You may terminate this Agreement at any time without charge by notifying us in writing or telling us (we may ask you to confirm this in writing), providing all monies owed to us have been paid. Any Services that have been requested, prior to termination, will be completed prior to termination taking place.

C. By Us: We may terminate this Agreement at any time. Where there is a specific notice period in respect of our decision to terminate, it is listed in the Canadian-specific terms at the end of this Agreement, otherwise we will provide prior notice. We may also suspend or limit your access to our Services, or we may terminate this Agreement on shorter notice, or immediately, if we reasonably believe that:

D. In the event of any of the above, you must still pay us any monies owed to us in relation to any Transactions and / or Services in accordance with clause 17.2 (Final Settlement) below.

17.2  Final Settlement

 A. For the purposes of this clause 17.2 the following defined terms apply;

“Reversal Loss” means the losses we would incur or gains we would realise on the Termination Date in replacing the material terms and option rights of the parties under a Currency Conversion. We may consider any of the following in determining the Reversal Loss:

We may determine the Reversal Loss for groups of Currency Conversions if they are all accounted for. Unpaid Amounts and Expenses in respect of terminated Currency Conversions are excluded from the Reversal Loss calculation.

“Expenses” means any amounts incurred by you or us in enforcing and protecting the rights under this Agreement.

“Termination Amount” means the sum of:

“Termination Date” means the date on which a Currency Conversion is cancelled.

“Unpaid Amounts” means all amounts (excluding the Termination Amount) that have become payable by one party to the other under this Agreement and which remain unpaid as at the Termination Date.

B. When a Currency Conversion is cancelled or this Agreement is terminated, for any reason, we will calculate the Termination Amount on the date of such cancellation/termination.

C. Where the Termination Amount is an amount owing to us, it will be immediately due and payable to us. You agree to pay the Termination Amount within 7 days of being notified by us of the total amount due.

17.3 Dormant OFX Global Business Accounts

If your OFX Global Business Account remains inactive for three (3) months without a Payment or Currency Conversion, upon notice to you we may close your OFX Global Business Account at our sole discretion. If funds are in your OFX Global Business Account at the time of closure, we will attempt to return them to you in accordance with your Default Automatic Conversion instructions. We may provide you with a copy of your transaction history upon request and we will retain your records in accordance with applicable laws.

17.4 Suspension

In addition to and notwithstanding any other rights in this Agreement, we may suspend or terminate your OFX Business Account and or your access to any Service at any time for any reason where we have a legitimate business reason to do so. We may add, remove, suspend, discontinue, or modify all or some of the Services. We may at any time impose additional conditions upon use of a Service or any feature or aspect of a Service. We have full discretion to add, waive or increase fees in relation to the Services at any time. We will take reasonable steps to notify you of such changes or termination. In no event, will we be liable to you or any third party for any compensation, reimbursement of damages of any kind that arise out of termination or suspension of the Services. You may terminate this Agreement or any other supplemental Services at any time by closing your account. To close your account, please contact us in any of the ways set out in the ‘Contact Us’ section.

18. Legal Disputes

18.1 Legal action

We may be required to respond to and comply with valid legal orders affecting you. As a result, we may take certain actions such as suspending payments, freezing accounts, releasing your funds, or disclosing data or information about you or your OFX Business Account (including details relating to your OFX Global Business Account, Payments and Currency Conversions), to the extent we are required to do so, to a court, a regulatory body, government agencies or other enforcement authorities. Unless prohibited by applicable law or regulatory requirements, we will make reasonable efforts to notify you of any such action. You acknowledge that we do not have any obligation to contest or appeal any legal requirement which may involve you. We are not liable for any losses, whether direct or indirect, that you may incur in relation to our response to, or compliance with, a legal requirement.

18.2 Recovery of money payable by You

You acknowledge that nothing in this Agreement shall prevent us from taking immediate legal action for monetary damages, interim or permanent relief, approaching a court for an urgent injunction or to appeal the decision of an arbitrator or to recover any monies you may owe us as a result of the cancellation of a Payment, Currency Conversion or termination of this Agreement. You hereby expressly submit to the exclusive jurisdiction of any such court of law.

19. How to Make a Complaint

For details of our internal complaint handling procedures, as well as details on how to make an external complaint, please refer to the Canadian-specific terms at the end of this Agreement or to our Complaints Policy which can be found on our Website. Alternatively, you can ask us to send you a copy using the Contact Us details below.

20. Electronic Communications Consent

A. As an online service provider, our products and services are fully digital and our communications with you, including but not limited to Service Confirmations, disclosure documents and updates to agreements and disclosures, will be provided to you in electronic format, unless otherwise required by applicable law. The way in which we will provide these communications to you includes but is not limited to by posting them on our Website, providing you with a link, by emailing them to you at the email address listed in your account, SMS or an in-app notification. You agree and consent to receive such communications in electronic format. Without this consent, you will no longer be able to use our Services, unless we agree otherwise. These communications are generally called “service messages”.

B. You further agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy.

C. Marketing and promotional messages are treated separately and you can opt in to receive marketing messages. You also have the right to opt out of such marketing and promotional communications. See clause 7.6, E. for more information.

D. You may print and retain a copy of all our communications, if you so wish.

E. In the event that your contact email address changes, you must notify us.

21. Intellectual Property

A. All intellectual property, including but not limited to our logo, Secure Website and mobile app are owned by us or third parties, and all right, title and interest relating to them shall remain our property, or that of our subsidiaries, and/or any such other third parties. You may not use our logo, or any similar logo, without prior written consent from us.

B. We own all Intellectual Property Rights in and to the Services, including but not limited to the Secure Website, the mobile app, the software and any applicable products and features.

Our Secure Website, mobile app and Services may be used only for the purposes permitted by this Agreement. Unless you have our express written consent, you are only authorized to view and retain a copy of the pages of our Secure Website and mobile app for your own personal, non-commercial use only. Other products, services and company names appearing on our websites or mobile applications may be trademarks of their respective owners. You must not use any of the Services in any way that would infringe on our or any third party’s intellectual property rights, or otherwise be in breach of any applicable laws.

22. Other Important Terms

22.1 Which laws apply?

For information on which country’s laws apply to this Agreement and where you may bring legal proceedings, please see the Canadian-specific terms below.

22.2 Notices

Where we are required to provide you notice in writing under this Agreement, we will do so electronically. See clause 20 (Electronic Communications Consent). We may still decide to send you paper documents in certain circumstances by post. Proof of posting will be proof of receipt 48 hours from the date of posting. Documents shall be sent to the last known postal address.

Where you are required to provide notice in writing under this Agreement you must do so via email to the email address specified in the applicable clause or if no email address is specified, to business@ofx.com . Emails will be deemed to be delivered, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next Business Day.

22.3 Remedies and waivers

Any failure by you or us to exercise any right or provision under this Agreement will not affect the right to enforce the same right or provision on a future date and will not affect any other rights under this Agreement, nor will it affect any right or remedy either of us may have under any applicable law or regulation, unless expressly stated otherwise.

22.4 Transfer of obligations under this Agreement

Unless you have our express written consent (not to be unreasonably withheld), the rights and obligations under this Agreement may not be transferred by you. This Agreement is with you, the Client, and we have no obligations to any other party. We may transfer this Agreement to any third party, providing we tell you in advance.

22.5 Severability

If any term under this Agreement, whether in full or in part, is found to be illegal, invalid or unenforceable, under any law or enactment, it will no longer form part of this Agreement. That will not affect the legality, validity or enforceability of the rest of this Agreement which will otherwise remain in full force and effect.

22.6 Headings used

The headings used to identify this Agreement’s provisions, do not have any substantive meaning or interpretative value.

22.7 Entire Agreement

Except where expressly stated otherwise, this Agreement will prevail and supersedes all prior agreements or understandings you may have with us.

22.8 Force Majeure

Where we are prevented from providing the Services because of telecommunications or utility failures, equipment failures, labour strife, riots, war, terrorist act, pandemics, unforeseen government-imposed restrictions, fire or other acts of nature or any other circumstances outside of our reasonable control, we will be relieved of our obligations under this Agreement.

22.9 Market Disruption

If, in our reasonable opinion, a Market Disruption occurs after we have provided you with a quote, we may revise any quote, or any rate or margin component of any of our Services, with immediate effect, until we reasonably determine the period of Market Disruption has ended.

22.10 No Partnership or Agency

Nothing in this agreement is intended to, or shall operate to create a partnership between the you and us, or authorise 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 to otherwise bind the other, in any way including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.

22.11 Survival: Clauses that Remain Valid

Upon termination of this Agreement for any reason, the following sections of this Agreement, shall remain in effect: clause 12 (Indemnities); 13 (Limitation of Our Liability); clause 14 (Warranties); clause 19 (How to Make a Complaint); clause 22.1 (Which Laws apply?); clause 22.7 (Entire Agreement); and clause 22.11 (Survival: Clauses that Remain Valid).

GLOSSARY

In this Agreement:

Account Credentials means the unique account number and account information related to your OFX Global Business Account.

Additional Terms means the additional terms and or conditions, set out in the Additional Terms notice issued to you by OFX, which apply to you and vary or amend the terms of this Agreement. We may modify such Additional Terms by communicating the revisions to you and such modification will be effective upon notice to you.

Advance Payment means a payment of all or part of any sum that is due us on the Maturity Date.

Authorized User means a user that you, the primary, authorized Client, has authorized and invited to access the OFX Business Account to conduct, use and access the Services through the OFX Business Account on your behalf and may include Advisors or Additional Cardholders.

Authorized Signatory Request means a request from you to appoint somebody else to request Services via your OFX Business Account on your behalf and may include Advisors. This person will then become an “Authorized User”.

Automatic Conversion is when you instruct us to convert funds from one currency to another and enter into a Payment immediately upon us receiving cleared funds into our account.

Balance means the balance shown in your OFX Business Account.

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business in the jurisdiction of the company in the global OFX group with whom you have contracted.

Currency Conversion means the Service where we exchange the chosen currencies at an agreed exchange rate.

Client/s means as defined in clause 2 (Who This Agreement Affects).

Data Protection and Privacy Laws means all laws and regulations relating to the processing of your Personal Data under this Agreement.

Delivery Date means the date on which we have requested that you deliver your funds to our account.

Direct Debit Agreement means the direct debit agreement that is provided to you within the Secure Website and must be accurately completed by you prior to any direct debit transaction being implemented or completed by us or the applicable third party debiting organisation.

Fees mean the applicable charge or fee associated with the Services as indicated in accordance with the Agreement at the time of requesting the particular Service, providing the Instruction or incurring the fee in accordance with this Agreemen or any applicable OFX agreement.

Forward Contract means a foreign exchange contract under which we exchange money at an agreed exchange rate and at an agreed time which is between 48 hours and 12 months from the time of the contract commencing.

Immediate Payment has the meaning given in clause 5.2, A Immediate Payments.

Instruction means a request made by you or any of your Authorized Users to enter into a Payment or Currency Conversion. It shall be taken to include any information, communications or documents incidental to or relating to a Payment or Conversion whether we process it or not.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and unregistered designs, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, and datasets), technology and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future, anywhere in the world.

Illegal Activities means any actual or alleged unlawful or criminal acts including but not limited to money laundering, terrorism financing or any similar activities.

Limit Order means an Instruction to enter into a Currency Conversion at an exchange rate you have nominated (“Target Rate”). If you instruct us to pay a Recipient Account, it will also include a Payment.

Margin means the difference between the retail exchange rate we quote to you and the wholesale exchange rate we obtain from our provider.

Market Disruption means a situation wherein markets cease to function in a regular manner, typically characterised by rapid and large market declines. Market disruptions can result from both physical threats to the stock exchange or unusual trading (as in a crash).

Maturity Date means, in relation to a Forward Contract, the date on which the currency exchange is to be made by the Company and includes any agreed variation to the original date, being either an earlier or a later date.

OFX means as defined in clause 2 (Who This Agreement Affects).

OFX Business Account means an account within the Secure Website where you can access our Services.

OFX Card means the Visa corporate card and includes all associated services, features and products.

OFX Global Business Account means a multi-currency account allocated to you, that is not a bank account, that allows you to receive, hold and transfer funds in and out of.

Payment means the transfer or movement of your money by us as instructed by you to a designated Recipient Account or, in the case of OFX Cards, to a merchant. This includes both domestic payments and cross-border or transfers. Payments can be booked to be made immediately (to be settled within 48 hours) or scheduled for some time in the future (see Forward Contract and Scheduled Payment for more information).

Payment Date means the date on which the Payment or Currency Conversion (as applicable) is executed.

Payment Services means the Service where you book a Payment and we send your money to a designated Recipient Account.

Pooled Account means the separate account which holds commingled OFX client and OFX Global Account funds.

Privacy Law means any relevant privacy or data protection laws relevant to the country of the company in the OFX group you are dealing with in accordance with clause 1.2.

Recipient Account means the account to which you are sending your funds.

Scheduled Payment has the meaning given in clause 5.2, B.

Secure Details means the log in details for your account, or other passwords we may require you to provide to us any time you wish to access any of our Services.

Secure Website means the private login area for our Clients on www.ofx.com and the OFX Business app and includes the products and features available to access or purchase within the Secure Website.

Services means all products and services provided by us or made available to use by us through our Secure Website, mobile applications, software, APIs or other access channels. Including features and technologies as updated from time to time, as well as Currency Conversion, Payment Services, the OFX Business Account, the OFX Global Business Account, and/or OFX Cards.

Service Confirmation means the notification available within your OFX Business Account, or sent to you if you choose this option, confirming the details of the Instruction you have given us.

Spot Rate means the rate that we receive from our bank service provider at the time that the Currency Conversion is initiated plus our Margin.

Subscription Plan means the nominated plan you select to access the Services. Each Subscription Plan has defined products, features, limits and capabilities.  See the applicable OFX agreement to learn more.

Sustainable and Purchasable means, in regard to foreign exchange market rates, the rate at which a Limit Order will be executed. The rate must be traded in the market with volume sufficient to sustain that rate level for a commercially reasonable timeframe.

Target Rate means the rate (calculated after we apply our margin) at which the Client has instructed us to carry out the Transaction if and when the stipulated rate is Sustainable and Purchasable.

Website means any public-facing website owned by us including, www.ofx.com.

CANADIAN-SPECIFIC TERMS

A. Contact Us

CanadianForex Limited (trading as OFX)

Address: Suite 1002, 145 King Street, Toronto, ON M5H 1J8

Telephone: 1-800-680-0750

Email: business@ofx.com

B. Complaints

If you are not satisfied with any aspect of our service, please contact us in any of the ways set out in the ‘Contact Us’ section.

For details of our complaint handling procedures please refer to our Complaints Policy which can be found on our website. Alternatively, you can ask us to send you a copy.

C. Governing Law

Subject to the Canadian-Specific Terms section H (Governing law for Clients in Quebec), the laws of the Province of Ontario, Canada and in the city of Toronto apply to this Agreement. You agree to the exclusive jurisdiction of Toronto, Ontario, Canada.

D. Company Information

This Agreement is between you and ©CanadianForex Limited (trading as “OFX”). We are registered in Alberta (2024240554). We are authorized by the FinTRAC (FINTRAC reg no. M08560392) https://www.fintrac-canafe.gc.ca/ and OFX is also provincially registered as a money service business with Revenu Quebec (registration number 10713).

E. Translation of Agreement

For Clients outside of Québec, a copy of this Agreement is available in French. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version will prevail.

F. Interest

You agree that we may charge you interest on any sum that remains payable to us after we cancel any or all your transactions at a rate of 3% per annum over the cash rate target of the Bank of Canada (or of such monetary authority as may replace it). Interest will accrue and will be calculated daily and be compounded monthly from the date payment was due until the date full payment is made by you.

G. Warranties

Some provinces and territories do not allow for the exclusion of warranties. In these provinces and territories, you are provided with only the warranties that are expressly required by applicable law.

H. Québec Terms

If you are an entity residing in the Province of Québec and you are using the Services and the laws of Consumer Protection Act (Québec) is construed to apply to you, the following terms apply to you:

I. Electronic Funds Transfer (“EFT”)

If you choose to fund your Transaction using an EFT, you must pre-authorize OFX to debit an account held by you at an outside financial institution (“Bank Account”). Your authorization and use of the EFT payment method is governed by the terms and conditions of the Pre-Authorized Debit (PAD) Agreement. To authorize your Bank Account, log in to your OFX Business Account and follow the prompts to ‘Add a Bank Account.’ Before activating pre-authorized EFTs, we must validate your Bank Account information and ownership of the Bank Account. To obtain such verification, we may utilize a microdeposit validation process whereby we will deposit a small sum in your Bank Account and request confirmation from you of the exact amount(s) of such deposits. In addition, we reserve the right at any time to request additional information from you such as bank statements, a voided check or other documentation in order to verify ownership of the Bank Account or your authority to access and authorize debits from the Bank Account. Once we validate your Bank Account, you will be able to fund any transactions booked with us by EFT. Your authorization shall remain in effect until cancelled or revoked in accordance with the terms of this Agreement and the PAD Agreement. You may revoke your authorization at any time by providing verbal or written notice to us. You acknowledge that revocation of a PAD Authorization will not terminate or affect any obligations you have under this Agreement. You must notify us immediately if there is any discrepancy between the amount of your Transaction (as stated on the Confirmation) and the amount withdrawn from your Bank Account by EFT. If an EFT fails due to insufficient funds or is otherwise rejected, we may resubmit the EFT for processing in accordance with the rules of the Canadian Payments Association.

J. Regulatory Reporting

In accordance with Canadian law, OFX is required to report certain information about Forward Contracts to a swap data repository. You hereby consent and authorize disclosure of such information.

K. Forward Contracts

Each party represents that it is a Qualified Party within the meaning of the legislation pertaining to the relevant jurisdiction. This is the [B.C. Securities Commission Blanket Order 91-501 Over-The-Counter Derivatives Transactions]; [Alberta Securities Commission Blanket Order 91-507 Over-the-Counter Trades in Derivatives]; [Manitoba Securities Commission Blanket Order 91-501 Over-the-Counter Trades in Derivatives]; or, [Nova Scotia Securities Commission Blanket Order 91-501 Over-the-Counter Trades in Derivatives] each as they may have been and may from time to time be amended, restated or replaced.

Each party represents that it is a Qualified Party within the meaning of Saskatchewan Financial and Consumer Affairs Authority General Order 91-908 Over-the-Counter Derivatives as it may have been and may from time to time be amended, restated or replaced and an accredited investor within the meaning of National Instrument 45-106 Prospectus Exemptions as it may have been and may from time to time be amended, restated or replaced.

You are a “Qualified Party” as defined in New Brunswick Local Rule 91-501 Over-the-Counter Trades in Derivatives because you are seeking to hedge (within the meaning of the term “hedging” as defined in the Local Rule) exposure to one or more risks to which you are exposed because of your activities, including exchange rate risks and the risk related to fluctuations in the price of an underlying interest, by engaging in a derivatives transaction, or a series of derivatives transactions, where the underlying interest is the underlying interest directly associated with that risk or related underlying interest.

You are an “accredited counterparty” as defined in the Derivatives Act (Québec) because you are seeking to hedge (within the meaning of the term “hedging” as defined in the Derivatives Act (Québec)) exposure to one or more risks to which you are exposed because of your activities, including exchange rate risks and the risk related to fluctuations in the price of an underlying interest, by engaging in a derivatives transaction, or a series of derivatives transactions, where the underlying interest is the underlying interest directly associated with that risk or related underlying interest.

L. Survival

Upon termination of this Agreement for any reason, the following sections of this Canadian-specific terms section, in addition to any payment obligations and any other provision that in order to give proper effect to its intent, shall survive and remain in effect: Section C. (Governing Law); Section G. (Warranties); Section H. (Quebec Terms); and Section L. (Survival).

M.  Third Party Services

We may use third party service providers (“TPS”) in order to deliver you the Services.  Certain Websites or App functionality may make available access to information, products, services and other materials made available by third parties, or allow for the routing or transmission of such third party materials. You acknowledge and agree that we may engage with these third parties and when you use this functionality, you are directing us to access, route and transmit to you the third party materials.

We are not responsible for any third party materials including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality or safety of the third party materials or any intellectual property therein.

N. Bank Account Verification and Linking

We permit you to access and use a bank verification system enabled by Flinks Technology Inc. and any related Flinks entity (“Flinks”). Flinks is a third party service provider and is not OFX and no Flinks entity has any responsibility or liability with respect to the Services. When you access and use Flinks, you consent to OFX obtaining information, which may include your name, your financial institution, details about your bank account, transaction history and other bank account related information such as your available balance (“Content”). Your Content obtained using Flinks is not an official record. When you access and use Flinks, you are granting all licenses and rights required for Flinks to perform any banking verification process necessary to verify and link your bank account to OFX for the purpose of the Services.

When you access and use Flinks, you acknowledge that Flinks is not liable for how OFX (or any other person on its behalf) may process your Content in the course of providing the Services.  You further acknowledge that Flinks is not responsible for any unauthorized access, use or disclosure of such Content while in the possession or control of OFX, or any misleading misrepresentation related thereto made by OFX. You agree to not bring any claim against Flinks that is directly related to how OFX processes your Content, or any unauthorized access, use or disclosure of your Content while in OFX’s possession or control.