Terms and Conditions
IMPORTANT NOTICE: Updated 29th January 2020
You should not indicate your agreement to these terms and conditions until you have read and understood them. Please obtain independent advice or contact us if you have any questions.
1. This Agreement
These terms and conditions apply to Personal Customers and Business Customers (“you”) who access and use OFX Singapore PTE. Limited UEN: 201317103N (“OFX”, “us” or “we”) Services through our telephone service, Websites, mobile applications, software, APIs or other access channels.
1.2 Ownership of Funds
You must be the beneficial owner or trustee of the money you are intending to transfer or in connection with your Transaction. We may request documentary evidence to show ownership of the funds. You may not enter into Transactions on behalf of third parties.
1.3 Structure of this Agreement
This Agreement is a master agreement that applies to all Transactions that you subsequently enter into with us. The specific details of each Transaction, including the currencies and amounts to be exchanged, will be agreed separately when you book the Transaction. This means there will be a separate agreement for each Transaction comprising the specific details of that Transaction and these terms and conditions.
1.4 Other Documents
You acknowledge that you have been provided with access to copies of the following documents (which may be updated from time to time), in accordance with, to the extent applicable, our disclosure requirements:
(ii) Product Information Statement;
(iv) Anti–Money Laundering Statement; and
(v) Complaints Policy, which are incorporated by reference into and form part of this Agreement. In the event of any conflict or inconsistency, the terms set out herein shall prevail.
2. Our Services
2.1 Payment Services
We are licensed as a Major Payment Institution under the Payment Services Act in Singapore. We are not a deposit taking institution. We offer Spot Contracts (to be settled within 2 days) and Forward Contracts (to be settled between 2 days and 12 months), the details and mechanics of which are explained in our Product Information Statement found on the Website (the “Services”).
2.2 No Margin or Speculative Trading
We do not offer any form of margin or speculative trading facilities. When you enter into a Transaction, the full amount of the funds you are transferring must be delivered to us on or before the Delivery Date.
2.3 No Exchange Rate Set-Off
We will not agree to enter into any kind of set-off arrangement that would allow you to pay us only the amount of any loss, or for us to pay you any profit, that might be realised on settlement of the Transaction as a result of exchange rate movements.
2.4 No Financial Advice
We will not take into account your specific financial circumstances or needs when we enter into a Transaction with you. To the extent that we provide you with any information, it will relate only to the mechanics of the Transaction you are proposing to enter into or to publicly available information. You must obtain your own financial advice and make your own assessment as to whether our service is appropriate for your particular requirements. You must select the type and timing of each Transaction you enter into yourself.
3. Your Instructions
3.1 Authorised Signatories
If you are transacting with us as a Business Customer you must appoint one or more Authorised Signatories (even if you have a sole director who has already signed this Agreement in the capacity of a director). If you are transacting with us as a Personal Customer, you may choose to appoint one or more Authorised Signatories if you would like us to receive instructions from somebody else acting on your behalf. Customers can do this by signing an Authorised Signatory Form. An Authorised Signatory may have unlimited authority to give us Instructions on your behalf or you may specify the stages of a Transaction they are authorised to undertake.
We will rely on Instructions received by the individual/s appointed by you as Authorised Signatories in accordance with this Agreement until such time as you revoke or vary that authority by giving us 48 hours’ notice in writing. If you wish to change the Authorised Signatories, you may do so by completing a Change of Authorised Signatory Form or otherwise notifying us in writing. This Agreement will also apply to Authorised Signatories but you remain responsible – any references to ‘you’ will also include Authorised Users where applicable.
3.2 Username and Password
We will issue you and or each of your Authorised Signatories with a username and password that will enable you and/or each of your Authorised Signatories to provide us with Instructions.
We may also require you to authenticate your details via two factor authentication when using our Services. It is your responsibility to ensure the security of your and or each of your Authorised Signatories’ identification information. We will rely on any Instructions received pursuant to the use of the username and password and via authentication (if applicable) without checking the identity of the user or their level of authorisation and you will at all times be bound by those Instructions. We may introduce new or different forms of authentication and we may replace the authentication service from time to time without prior notice to you.
3.3 No Obligation to Accept Instructions or Process Transactions
While we will always endeavour to comply with Instructions as quickly as possible, there may be circumstances in which we are unable to do so. Therefore, we always reserve the right to refuse to accept Instructions or to enter into a Transaction at any time for any reason and to do so without giving you notice and without incurring any liability to you for any resulting loss or damages incurred by you or any other party.
4.1 Transaction Binding
If you wish to enter into a Transaction, you may do so by giving us Instructions online (including the mobile app), by telephone, or by email if we agree this with you in advance. The Transaction will be legally binding on you when we receive your Instructions in accordance with this Agreement.
4.2 Online (including the mobile app) Booking
If you enter into a Transaction online, the Transaction will be legally binding on you When you confirm the Transaction details on screen. We will provide you with confirmation of the Transaction Details on the screen at the time you book the Transaction. We may provide you with a Deal Confirmation but we will not provide any subsequent confirmation of any kind unless you request it. In some circumstances, for extra security, we may try to call you. If we can’t contact you, we may Terminate the transaction (as further explained in clause 9) but we are not obliged to do so.
4.3 Email Booking
If we have agreed in advance to you booking a Transaction by email, the Transaction will be binding on you when we process your email. You acknowledge that, if you choose to book a Transaction by email, it may not be processed immediately. When we process your Instructions, we will send you an email headed “Deal Confirmation”.
The Deal Confirmation constitutes an error correction mechanism only. If there is any discrepancy between the Deal Confirmation and the details of the Transaction set out in your email, you must contact us within 24 hours of receipt of the Deal Confirmation, failing which the Transaction details in the Deal Confirmation will be deemed to be correct.
4.4 Telephone Booking
If you book a Transaction by telephone, the Transaction will be legally binding at the conclusion of the telephone call. We record all such telephone calls. We will send you an email headed “Deal Confirmation”. The Deal Confirmation constitutes an error correction mechanism only. If there is any discrepancy between the Deal Confirmation and the details of the Transaction that have already been agreed in the telephone conversation, you must contact us within 24 hours of receipt of the Deal Confirmation, failing which the Transaction details in the Deal Confirmation will be deemed to be correct. In the event of any dispute, the recording or transcript of our telephone conversation may be used as evidence as to the terms of the agreement that was entered into.
4.5 Termination/Cancellation of a Transaction by You
Once a Transaction has become legally binding, you may not cancel or terminate the Transaction in any circumstances. You may only take action to correct any of the Transaction details set out in the Deal Confirmation (if applicable) in accordance with this Agreement if the Deal Confirmation does not reflect the transaction details that have already been agreed.
4.6 Out-of-Market Quotes
If we quote you a Rate that is clearly a mistake on our part (“Out-of- Market Quote”) as the result of a technical or human error, it is not binding on us. You must notify us as soon as the mistake comes to your attention and we will re-quote the Rate as soon as reasonably possible.
4.7 Prompt Performance by You
You acknowledge that exchange rates can fluctuate rapidly, so the Rate we quote you for a particular Transaction is contingent on you promptly doing all things you need to do to enter in that Transaction. We reserve the right to requote the Rate if you do not provide us with requested information or funds on time.
5. Forward Contracts
5.1 Forward Contract Details
A Forward Contract can be booked via telephone and will become legally binding as and from the time that the Transaction details are orally agreed between us in the telephone call. For Business Customers only a Forward Contract may be booked online and will become legally binding when you confirm the Transaction details on the screen.
5.2 Advance Payment
When you enter into a Transaction with us, we enter into a matching transaction with our own providers. If you do not settle your Transaction, we still have to settle ours. We accordingly bear the risk that you might default on settlement of your Forward Contract. In order to mitigate the risk that you do not settle your Transaction, we reserve the right to request that you pay one or more Advance Payments in relation to all Forward Contracts. We may request an Advance Payments both at the time you book the Forward Contract and at any time prior to the Maturity Date. You acknowledge that the amount of any Advance Payment/s requested will be determined by us in our discretion and that we may request an Advance Payment even if we have entered into a credit limit arrangement with you as a Business Customer. You acknowledge that any Advance Payment is a part-payment of the full amount of the Forward Contract, that you do not retain any interest in, or have any right to be repaid.
5.3 Failure to Pay an Advance Payment
If we have asked you to pay an Advance Payment, you must pay the amount we have requested on or before the date we have nominated. If you do not do so, you will be in breach of your obligations under the Forward Contract and we reserve the right to Terminate the Forward Contract.
5.4 Change to the Maturity Date
You may ask us to vary the Forward Contract either by bringing forward (pre-delivering) the Maturity Date or to extending (rolling over) the Maturity Date in relation to the whole or only part of your Forward Contract. You acknowledge that we may agree to such a request entirely at our discretion. If we agree, you acknowledge that the Rate will be adjusted to account for the timing of the new Maturity Date.
5.5 Payment of Full Amount on Settlement
You must transmit to our nominated account the full amount of the funds required to settle the Forward Contract, less any Advance Payment already paid, together with any service fees that we have requested, on or before the Maturity Date.
6. Payment to Us
6.1 Spot Contract Payments
You must initiate payment into our nominated account of the full amount required to settle a Spot Contract on the day the Transaction becomes legally binding in accordance with clause 4. If we have not received the funds within 72 hours, you will be in breach of your obligations under the Spot Contract and we reserve the right to Terminate the Transaction.
6.2 Forward Contract Payments
You must ensure that you pay into our nominated account the full amount required to settle a Forward Contract on or before the Maturity Date. If we have not received the funds by the Maturity Date (or any agreed change to the Maturity Date), you will be in breach of your obligations under the Forward Contract and we reserve the right to Terminate the Transaction.
6.3 No Cash or Cheques
You acknowledge that we do not accept cash or cheques. You agree to make all payments to our nominated account electronically and you acknowledge that we will transmit funds by electronic means only.
6.4 Recipient Account
6.5 Recipient Account Number
We will rely solely on the account number you give us for your Recipient Account and will not check to ensure that the name provided by you accords with the account number you have given us.
6.6 Full Amount
All payments must be received by us for the full amount being transferred without set-off or counter-claim and in cleared funds without deductions of or withholding of any taxes or charges whatsoever, present or future, including any transaction fees that may be payable and any service fees that have been requested by us, before we will credit your Recipient Account. In the event that we agree to make a payment for you without having received the full amount, you acknowledge that we are not waiving our right to ask you for the full amount after the Transaction has been processed.
6.7 No Interest Payable on Funds Held by Us
You acknowledge and agree that we may commingle and hold any or all of your funds together with the funds that we may hold for other Customers. We will not pay to you any interest on any funds held by us whether by way of deposit or otherwise.
6.8 Funds Held by Us without Instructions
In circumstances where you ask us to hold your funds pending your further Instructions, you should provide us with your Instructions as soon as possible; if you do not do so within 3 months, we will return the amount we hold for you without interest. You must provide bank account details upon request for us to return the funds into.
7. Misdirected Funds
7.1 Your Mistake
If your funds are sent to the wrong account as the result of a mistake made by you, and we have acted in accordance with your Instructions, we will be under no obligation either to recover the funds or to resend the funds to the correct Recipient Account. You will need to book a new and separate Transaction.
7.2 Our Mistake
If your funds are sent to the wrong account as the result of a mistake made by us, we will take urgent action at our own expense to recover those funds, provided that you take immediate action to assist us to recover any such funds if the mistaken recipient is related to you or associated with you in some way.
8. Limit Order
8.1 Legally Binding
You may enter into a Limit Order by providing us Instructions online (including the mobile app), by telephone, or by email if we agree this with you in advance. Subject to your right to terminate the Limit Order in accordance with Clause 8.2, the Limit Order will become binding as and from the time that your Instructions have been actioned by us. After we actionyour Instructions, we will send you an email headed “Limit Order Confirmation”. The Limit Order Confirmation constitutes an error correction mechanism only.
8.2 Termination by You of Limit Orders by Telephone Only
You may terminate a Limit Order at any time before the Target Rate is reached by giving us notice by telephone only. You may not terminate 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 required to complete the Transaction as set out in clause 8.4.
8.3 Target Rate
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. You may find that, in some cases, the exchange rate spikes with the result that the exchange rate you have nominated in your Limit Order has been reached but has changed before we are able to fill the Limit Order with our provider; for the avoidance of doubt, we will not fill your Limit Order in those circumstances.
We will endeavour to notify you by telephone or email as soon as possible after the Target Rate has been reached. As soon as you receive our notification, you must take action to ensure that the funds reach our nominated account within 3 Business Days of such notification. If we do not receive the funds in time, we reserve our right to Terminate the Transaction.
9. Termination of a Transaction by Us
9.1 Terminating Transactions
In addition to our rights in clause 3.3, we may refuse to enter into a Transaction, or we may Terminate a particular Transaction or all current Transactions that you have with us, without notice to you if you are in breach of your obligations under this Agreement or under any Transaction, including without limitation:
(i) if you fail to make any payment when it is due, including the payment of any Advance Payment that has been requested by us;
(ii) if you fail to provide any material information we have requested or any information you have given us is or becomes, in our opinion, materially inaccurate or misleading;
(iii) if we have reason to believe that a Transaction may be connected in some way with an illegal activity;
(iv) in the event of your death or loss of mental capacity;
(v) in the event that any step is taken for the making of a bankruptcy order against you;
(vi) if the performance of our obligations under this Agreement becomes illegal;
(vii) if a serious dispute has arisen between us;
(viii) if you terminate this Agreement in accordance with clause 10; or
(ix) if you breach a material term of this Agreement or of any Transaction.
9.2 Consequences of Termination by Us
When we Terminate any or all of the Transactions that you have entered into as a result of a breach by you of your obligations under this Agreement or under any Transaction, we are required to terminate our matching transaction with our own providers which requires us to buy back the currency that we have bought from our own providers for you when you entered into the Transaction. If the value of the currency you have asked us to exchange has strengthened, we will incur a loss and you will be liable to pay us the amount of that loss, together with any expenses, premiums, commissions and or other fees incurred by us.
9.3 Payment of Loss
You acknowledge that the amount of any loss incurred by us as a result of the Termination of a Transaction is a debt payable by you and you agree that we may immediately deduct the total amount of any loss (together with any expenses, premiums, commissions or other fees) from any funds we hold for you, including any deposit you have paid to us in relation to any Transaction and any amount held by us for payment to any Recipient Account. If the amount we are seeking to recover exceeds the amount of any deposit or other funds held by us, you agree to pay the balance within 7 calendar days of being notified by us of the total amount due.
You agree that we may charge you interest on any sum that remains payable to us after we Terminate any or all of your Transactions at a rate of 7.5% per annum. 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.
9.5 Default Notification
You must notify us immediately if you become aware of any event referred to in clause 9.1 happening or being likely to happen.
9.6 Notice of Monies Due
If we Terminate a Transaction, we will send you a written statement explaining the amount of any sums that may be payable to us and the amount of any sums being withheld by us.
10. Duration and Termination of this Agreement
This Agreement will remain in force until terminated by you or us.
10.2 Termination by You
You may terminate this Agreement at any time without penalty by notifying us in writing. Termination following such notice will only take effect when any outstanding Transactions are completed.
10.3 Termination by Us
We may terminate this Agreement at any time by giving you two calendar months’ notice in writing. We may also terminate this Agreement immediately in the event of fraud or breach of this Agreement by you.
11. Anti-Money Laundering and Countering the Financing of Terrorism (“AML/CFT”)
11.1 AML/CFT Compliance
You undertake that you will not knowingly do anything to put us in breach of our obligations under the Anti-Money Laundering and Countering the Financing of Terrorism regulations (“AML/CFT Regulations”). You undertake to notify us immediately if you become aware of anything that would put us in breach of AML/CFT Regulations.
11.2 Provision of Information
If requested, you undertake to provide any additional information and assistance and comply with all reasonable requests to facilitate our compliance with AML/CFT Regulations in Singapore or in an equivalent overseas jurisdiction.
11.3 No Grounds for Suspicion
You undertake that you are not aware and have no reason to suspect that the money you are transferring is:
(i) derived from or related to money laundering, terrorism financing or similar activities (“Illegal Activities”); and or
(ii) will be used to finance, or in connection with, Illegal Activities.
11.4 Consent to Collection of Information by Us
11.5 Freezing or Blocking Transfer of Funds
In certain circumstances, we may be obliged to freeze or block an account where it is used in connection with Illegal Activities or suspected Illegal Activities. Freezing or blocking can arise as a result of the account monitoring that is required by AML/CFT Regulations. If this occurs, we are not liable to you for any consequences or losses whatsoever and you agree to indemnify us if we are found liable to a third party in connection with the freezing or blocking of your account.
11.6 Right to Refuse to Provide Our Service
We retain the right, at any time, to refuse, in our sole discretion, to provide our service to you without notice and without providing reasons, if you fail to provide to us upon request any information that we reasonably request and or are required under the AML/CFT Regulations to collect from you; or otherwise for any reason related or connected to our obligations under the AML/CFT Regulations.
12 Limitation of Liability
12.1 No Liability for Delays
You acknowledge that delays in the transmission and receipt of payments may occur. In particular, you acknowledge that we operate an online dealing platform that could be subject to technical, or other, problems, the nature and duration of which may be beyond our control. Our service also involves the use of intermediaries who are outside our control. Accordingly, while we do everything in our reasonable power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you or any other person as a result of any delays in the transmission of funds.
12.2 Liability Limited
We do not in any circumstances assume liability to you in excess of the amount of money you have actually paid to us in relation to any particular Transaction. We will not be liable to you for any form of indirect or consequential damages or loss including, without limitation, loss of use, loss of revenue, loss of profit, loss of income, loss of market share, loss of opportunity; loss of goodwill; loss of opportunity to realise a gain as a result of foreign exchange fluctuations; or loss of interest on funds, whether arising in contract, tort (including negligence) or other legal theory, that you may suffer as a result of:
(i) delays in the transfer of your funds;
(ii) our refusal at any time to transfer your funds;
(iii) or any other breach of our obligations under this Agreement.
For the avoidance of doubt and without limiting any other provision of this Agreement if your funds are sent to the wrong account or otherwise fail to reach your Recipient Account as the result of a mistake made by us, we will credit your Recipient Account in the full amount of the funds you expected to receive (subject always to your obligations under clause 7.2), but that shall be the full extent of our liability to you.
13 Warranties and Indemnities
You agree that the following statements are true and accurate, and you acknowledge that we may refuse to enter into, or may Terminate any or all Transactions, if we find at any stage that they are not true and accurate:
(i) if you are a Personal Customer, you reside in Singapore and you are over the age of 18;
(ii) if you are a Business Customer, you are incorporated and/or registered in Singapore and have full authority to enter into this Agreement and any Transaction/s;
(iii) you are the beneficial owner or trustee of the funds you are seeking to transfer;
(iv) you are not acting on behalf of another person unless you inform us that you are acting as a trustee of a trust or a partner of a partnership;
(v) if you are acting as a trustee of a trust:
- (a) this Agreement binds you in your personal capacity and in your capacity as trustee of the trust;
- (b) you are the only trustee of the trust, the trust is validly constituted and you have the power to enter into this Agreement and any Transactions in accordance with the terms of the trust deed; and
- (c) you will comply with the terms of the trust deed and your duty as trustee;
(vi) you have a valid commercial or personal reason for entering into each Transaction and will not enter into any Transaction for speculative purposes; and
(vii) in making your decision to enter into a Transaction, you will not rely on any market-related information that may be provided from time to time by us on our Website or by our employees or consultants.
13.2 Your Indemnity
You agree to indemnify us for any costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement, whether they arise as a result of the Termination by us of any Transaction or in some other way. This includes any legal
costs on a solicitor and own client basis that we may incur in order to enforce our rights and or recover any amounts you owe us. You also agree to indemnify us for any fees, costs, duties and taxes charged by third parties in relation to the Transactions you enter into, including fees charged by your recipient bank, whether or not those fees or charges were notified to you in advance.
14. Collection, Use and Disclosure of Personal Data
14.1 Collection of Personal Data
14.2 Purpose of Collection
We collect your Personal Data in order to provide our products and Services, satisfy our regulatory obligations under the AML/CFT Regulations Laws and assess your credit worthiness. We may be required under AML/CFT Regulations to collect Personal Data of individuals (being a natural person or persons) who ultimately own or control (whether directly or indirectly) a Business Customer (“Beneficial Owners”). For example, if you are an individual trustee, the Beneficial Owners of the trust will be the beneficiaries. We are required to collect Personal Data of Beneficial Owners to assist us to verify information about the beneficial ownership and control of our Customers.
14.3 Organisations who may receive your Information
We may provide your Personal Data to our intermediary bankers, third party partners, Affiliates and to any government regulatory bodies that normally require it or may request it. We may also provide your Personal Data to any partners, agents or intermediaries who are a necessary part of the provision of our products and Services or pursuant to a legal contract.
14.4 International Intermediaries
You acknowledge and agree that we use international intermediaries to process Transactions on your behalf and that your Personal Data may be sent to those overseas intermediaries in order to complete the Transaction.
14.5 Consent to Credit Reference Reports
You acknowledge and agree that we may access any electronic databases necessary to assist us to identify you and to assess your credit worthiness. In particular, you agree that we may obtain, use and retain information about you that we have obtained from any business that provides information about the credit worthiness 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. The information will be limited to your identity particulars, including your name, sex, address (and the previous two addresses), date of birth, name of employer, and driver license number, as well as the fact that you have made an application for credit to us.
14.6 Recording Phone Conversations
You consent to the electronic recording of all telephone conversations that take place between you and us without an automatic warning tone or warning message being given and you agree that we may use the recordings as evidence in any dispute or anticipated dispute between us.
15.1 Complaints Policy
Any dispute in relation to this Agreement or the Services provided by us must first be referred to us and will be dealt with in accordance with our Complaints Policy.
If the dispute is not resolved in accordance with clause 15.1, the parties agree to submit the dispute to a single arbitrator to be appointed by the parties in dispute or, failing agreement within days after any party has given to the other party in dispute a written request to concur in the appointment of an arbitrator, a single arbitrator is to be appointed on the request of any party by the Chairman at the time of the Singapore International Arbitration Centre (“SIAC”) and such submission shall be a submission to arbitration in accordance with the Rules of the SIAC as presently in force by which the parties in dispute agree to be so bound. The place of arbitration shall be Singapore and the arbitration shall be conducted wholly in the English language. Arbitration may be commenced by either party by serving on the other party a Notice of Arbitration which has been filed with the SIAC by hand or email or facsimile or courier service to the following address:
Singapore International Arbitration Centre
32 Maxwell Road,#02-01 Maxwell Chambers Singapore 069115 Attention: The Registrar
Fax: +65 6224 1882
The parties will accept the determination of the arbitrator as final and binding upon the parties and will submit to the non-exclusive jurisdiction of the courts of Singapore for the enforcement of the
determination. Subject to clause 15.4, the parties shall not be entitled to commence or maintain any action in a court of law upon any dispute in relation to this Agreement or the Services provided by us, except for the enforcement of the determination of the arbitrator pursuant to this clause 15.
15.4 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, or to recover any sums payable by you under this Agreement, and you expressly submit to the exclusive jurisdiction of any such court of law.
16 Modification of this Agreement
We may vary some or all of the terms of this Agreement by posting the new terms on our Website. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
Once we have given you notice of the proposed changes, if you do not tell us that you object to the changes before the date on which they are due to come into effect, then you will be deemed to have accepted them and they will take effect on the date indicated.
If you do object to the changes, then you have the right to end this Agreement subject to Clause 10.2.
17.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore.
Where notice in writing is required under this Agreement, it may be sent by post or email, but not by facsimile. Proof of posting will be proof of receipt and receipt shall be deemed to have taken place within 48 hours of posting in the case of domestic post and within 7 calendar days in the case of international post. In the case of email, receipt shall be deemed to have taken place on the day of dispatch if the email was sent prior to 1.00pm on a Business Day or the first Business Day after dispatch in any other case. Documents and notices shall be sent to the last known postal address or email address you have given to us; if those details change, you must notify us as soon as possible.
17.3 Remedies and Waivers
No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).
If any term in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
17.5 This Agreement Prevails
This Agreement and all policies and agreements incorporated by reference constitute the entire agreement between you and OFX for the provision of Services. Except where expressly stated otherwise, this Agreement will prevail over any conflicting policy or agreement related to the provision of Services.
Upon termination of this Agreement for any reason, the following clauses of this Agreement, 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: clause 12 (Limitation of Liability); clause 13 (Warranties and Indemnities); clause 14 (Collection, Use and Disclosure of Personal Data); clause 15 (Disputes); and clause 17 (General).
In this Agreement, the following words shall have the respective meanings set out here under unless the context otherwise requires:
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. Specifically, for OFX this includes our parent, affiliated or subsidiary companies and any other company lawfully acting under the OFX brand or other OFX Group trading name.
Authorised Representative means an individual who is duly authorised to execute this agreement or an Authorised Signatory.
Authorised Signatory means an individual appointed and authorised by you to provide Instructions to us on your behalf.
Authorised Signatory Form means a form that we will give you to enable you to appoint somebody else to transact with us on your behalf.
Beneficial Owners means individuals (being a natural person or persons) who ultimately own or control (whether directly or indirectly) a Business Customer.
Business Customers means registered domestic and foreign companies, registered associations, registered co-operatives, trusts, partnerships, government bodies or other statutory bodies.
Business Day means a day on which we are open for business.
Deal Confirmation means a written communication, however described, provided by us confirming the details of any Transaction that you have booked by telephone, email or online, which shall be an error correction mechanism only. If there is any discrepancy between the Deal Confirmation and the details of the Transaction that have already been agreed you must contact us within 24 hours of receipt of the Deal Confirmation, failing which the Transaction details in the Deal Confirmation will be deemed to be correct.
Delivery Date means the date we have requested that you deliver your funds to our nominated account for transmission.
Forward Contract means a foreign exchange contract under which we agree to 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 being entered into.
Instructions means a request made by you or any of your Authorised Signatories, to enter into a Transaction and shall be taken to include any information, communications or documents incidental to or relating to a Transaction whether we process the Transaction or not.
Limit Order means a limit order pursuant to which you may instruct us enter into a Transaction only when a Target Rate has been reached.
Limit Order Confirmation means the notification we send you confirming the details of the Limit Order you have entered into with us.
Maturity Date means, in relation to a Forward Contract, the date on which the currency exchange is to be made by us and includes any agreed variation to the original date, being either an earlier or a later date.
Personal Customers means individuals who are transacting privately, as a sole proprietor of a business, as an individual trustee of a trust or as a partner of a general partnership.
Rate means the foreign currency exchange rate that we quote you for a Transaction.
Recipient Account means the account to which you are sending your funds.
Spot Contract means a foreign exchange contract under which we agree to exchange money at an agreed rate within 48 hours of the contract being entered into.
Transaction means a Spot Contract, a Forward Contract or a Limit Order and shall be taken to refer to a series of transactions pursuant to standing instructions given by you or any Authorised Signatory.
Terminate or Termination means us reversing a Transaction in the circumstances set out in Clause 8 or otherwise pursuant to this Agreement as a result of a breach by you of your obligations under this Agreement or any Transaction.
Websites means any websites owned by us including but not limited to www.ofx.com.