These terms and conditions (CIPTC092020) set out the terms and conditions upon which contracts (Trades) for the sale or purchase of foreign currency between you, (the Client)
and us (Cornhill International Payments Limited with a registered trading address of Hana, 70 St Mary Axe, London, EC3A 8BE) will be undertaken
Becoming a Client
You may only become a Client with our agreement. You must complete an Application Form and return it to us in hard copy (or alternatively fax or scan the copy & send via e-mail) or you can complete such a form via our website cornhillfx.com . When you sign the form in hard copy or “tick” the “I accept” button on the website you are agreeing to abide by these terms and conditions and requesting us to accept you as a Client. To do so we must verify your identity to our reasonable satisfaction and may ask you to provide us with information and documentation to enable us to comply with relevant legislation or rules pertinent to the services we provide. We are obliged to comply with the Money Laundering Regulations 2017, in order to carry out these obligations and requirements, we may undertake electronic or automated searches. Clients acknowledge and agree that any details provided to Cornhill International Payments regarding identity and the purposes of any Trade may be submitted to credit reference and other information agencies for clearance. The Client accepts that such personal data will be processed for and on behalf of, or by Cornhill International Payments, in connection with these clearance requirements.
Clients agree to supply information and documents reasonably requested by Cornhill International Payments promptly. Clients warrant that the information they give in relation to their identity and the reasons for their intended Trade is accurate and that the Trade does not breach any laws or regulations. We are not permitted to send any funds to you or as you direct until we are satisfied as to your identity. If at any time, we are not satisfied as to your bona fides we may, at our absolute discretion, withdraw your status as a Client. Once accepted by us as a Client you will be provided with a Client reference which must be used in all future transactions. You may authorise someone else to act on your behalf but such authorisation must be given in writing to Cornhill International Payments and at our discretion to accept or reject. Where Clients apply for joint client accounts then Cornhill International Payments shall be entitled to accept instructions from one as being instructions for both and advice or information given to one of the joint Clients shall be deemed to be given to both. Joint customers shall be jointly and severally liable for any sums due to Cornhill International Payments under the terms of this agreement.
The Service provided
Clients may contact us (giving their name and Client reference and any other information about their identity and the purposes of their instructions as we may reasonably require) to ask Cornhill International Payments to provide facilities for the buying or selling of currency. Each request for Trade (Trade Request) forms a separate contract for services between the client and Cornhill International Payments. We may accept written instructions to Trade (by fax, post or e-mail) and the Client will supply to Cornhill International Payments, as requested, a specimen signature. A signature substantially resembling the specimen will be sufficient for Cornhill International Payments to authenticate an instruction as being from the client. For the avoidance of doubt, we shall be under no duty to challenge or make enquiries concerning written instructions, which we genuinely believe originate from and express the Client’s wishes. We may, at our absolute discretion and without giving reasons, refuse any Trade or Trade Request whether received by telephone or through written instructions.
We will provide you with information about proposed exchange rates and the total price payable on the Trade requested by you. If the exchange rate is acceptable to you and you confirm the Trade Request at that exchange rate (including any other costs or sums payable) then, should we accept your Trade Request, a contract for the sale or purchase of currency will have been made between us. Other costs may be deducted, see clause 18 below.
Cornhill International Payments will use its reasonable endeavours to complete a Trade once your Trade Request has been accepted. However, no liability will be accepted by Cornhill International Payments in regard to any reasonable delay in completing the Trade or in respect of Force Majeure.
As regards Force Majeure, if Cornhill International Payments is unable to perform any of its obligations under these terms in regard to any Trade because of factors beyond its control such as, but not limited to, acts of God; fire, flood, earthquake, wind, storm or other natural disaster; war, threat of war, armed conflict, sanctions, embargos, breaking of diplomatic relations, terrorist attack; chemical or biological contamination; sonic boom; changes in law in any relevant jurisdiction; explosion or accidental damage, collapse of buildings or structures; failure of computers; labour disputes; non-performance by third parties; interruption or failure of utility services, provided that it has complied with all other provisions, Cornhill International Payments shall not be in breach of this agreement or any Trade and shall not be liable for any failure or delay in the performance of its obligations.
Once a contract has been made between us it may not be altered, cancelled or rescinded by the Client without the express written consent of a director of Cornhill International Payments. All communications will be made with Clients on the phone number(s) or email address(es) provided by you. You irrevocably agree to service of any document at your nominated UK address. We provide you with the information requested of us under s. 7(1) and 7(2) of the Financial Services (Distance Marketing) Regulations 2004. As such you do not have a right of cancellation under EU distance selling regulations, and your acceptance of these terms signifies your understanding that this right of cancellation is not applicable.
Cornhill International Payments send Clients confirmation of accepted Trades (Contract Note) which includes remittance advice details for monies owed by the Client to Cornhill International Payments and an onward payment instruction form to be completed by the Client. Onward payment instruction forms must be completed and signed for by the Client and delivered to Cornhill International Payments to process. Whether or not Clients receive a Contract Note a contract has been made upon acceptance by Cornhill International Payments of a request for Trade at the agreed exchange rate. Once a contract has been made Clients are liable for the full sums due on the due dates. If you have not received a Contract Note within 24 hours of your telephone call or communication to Cornhill International Payments and you would like one, then please contact Cornhill International Payments by telephone within 48 hours of the contract having been made. A Contract Note is not evidence of the terms of any Contract but a confirmation for your records. If you notice any inaccuracies please advise Cornhill International Payments immediately. Alterations cannot be made after a Trade Request is accepted.
The Service provided
A Trade means each transaction to purchase and deliver currency for a Client including, but not limited to, a Spot Contract and a Forward Contract. A Trade may include a Same Day Trade which is a transaction forming part of our services where the Value Date (which means the date stipulated by Cornhill International Payments for each trade on which the currency transaction matures) is the same business day as the date of acceptance. A Spot Contract means a transaction where the Value Date is two Working Days after the date of instruction. Cornhill International Payments will purchase the currency or sell currency for delivery immediately against receipt of cleared funds. A Forward Contract is a transaction where the Value Date is later than two Working Days after the instruction is accepted. A Working Day means any day between the hours of 08.30 and 16.30 when the clearing banks are open for business in England.
There are two types of Forward Contract: a) Fixed Term Forward Contract which comprise trades at fixed exchange rates for delivery at a specified date in the future, a Fixed Term Forward Contract guarantees an exchange rate for the delivery of the currency on a specified date in the future, and b) Option Dated Forward Contract which allows the currency to be made available between two predetermined future dates. An Option Dated Forward Contract allows clients to draw down in full on the Trade within the designated dates. In both cases, the rate is fixed in advance.
Once a Fixed Term Forward Contract or a Time Option Forward Contract has been entered into (under the procedures set out above) no alterations or variations to the terms of the contract shall be accepted without the written consent of a Director of Cornhill International Payments. At FCE’s absolute discretion a Director of Cornhill International Payments may agree other types or combinations of Trades with a particular client. Such discretion is determined on a Trade by Trade basis. Cornhill International Payments cannot guarantee to buy currency at any particular value or level. Where Stop and Limit Trade levels are agreed, Cornhill International Payments shall use its reasonable endeavours to place orders at the agreed levels but due to market fluctuation no guarantees can be given. Cornhill International Payments cannot guarantee to achieve Interbank rates on any Trade. Stop and Limit Trades are contracts where currency is bought or sold at a date in the future where the conditions precedent for the Trade becoming effective are agreed between us at the date and time the order is placed. Stop and Limit Trades are used where Clients want to protect against adverse market changes. For the avoidance of doubt, Clients should be aware that the value of currencies can fluctuate at any given time, and such fluctuations are beyond the control of Cornhill International Payments.
In the event of a Spot Contract, the client shall pay all sums due into Cornhill International Payments’s nominated bank account on such date or dates as Cornhill International Payments might direct but no later than 12 noon on the second Working Day after the relevant Trade has been accepted by Cornhill International Payments.
In the event of a Forward Contract, and where the Client has not already done so, the Client shall pay into Cornhill International Payments’s nominated bank account, within two Working Days of the contract coming into place, in cleared funds, a deposit of 10% of the full amount agreed for the Trade or such other sum or percentage as Cornhill International Payments may specify prior to the contract coming into place. Cornhill International Payments reserve the right to alter the percentage of the deposit requested up or down on a Trade by Trade basis. All outstanding balances must be paid to Cornhill International Payments no later than 16.30 on the working day immediately preceding the maturity date of the Trade. Time shall be of the essence in relation to such payment.
If Cornhill International Payments accept instructions from the Client for a Same Day Trade, the client shall pay all sums due to Cornhill International Payments by no later than the time stipulated by Cornhill International Payments at the time the contract was made. All payments due and paid by the Client to Cornhill International Payments pursuant to these terms shall be made without set-off, counterclaim or deduction whatsoever. Payment is not contingent on any event and for the avoidance of doubt is not conditional upon the Client receiving a Contract Note.
Any deposit provided by the Client will be held by Cornhill International Payments in a designated Clients account. For the avoidance of doubt, Cornhill International Payments shall only accept payment made to it from a bank account bearing the client’s name and not from a third party. The Client remains the beneficial owner of any deposit monies until such time as the Trade is complete and/or Cornhill International Payments incurs costs, losses, damages or other liabilities relating to or in connection with the Trade. Whether or not the Trade completes, Cornhill International Payments shall be entitled to set-off against the deposit monies in relation to any costs, damages, losses or other liabilities of the client against Cornhill International Payments, whether related to the specified Forward Contract, any Trade or otherwise occurring. It is your responsibility to maintain the value against future Trades at an appropriate level. We will notify you by telephone or email giving notice of any increase required, and such further monies must be received by Cornhill International Payments in cleared funds within one working day. Time being of the essence, Cornhill International Payments will close out the Trade, even if you incur losses, if you do not respond within the timeframe given. It is for you to check your phone calls or emails. No liability will be accepted by Cornhill International Payments for any losses, costs, damages or expenses incurred by Clients as a result of any actions by Cornhill International Payments necessitated under this provision. Nor, under these circumstances will Cornhill International Payments be liable for any lost profits as a result of currency moves.
Cash payments are not accepted by Cornhill International Payments under any circumstances and payments by cheque may result, at the discretion of Cornhill International Payments, in increased administration costs to the Client. The Client may be charged an administration fee of £25 for the return of any payments at our discretion. In addition Cornhill International Payments shall be entitled to claim all losses, costs and expenses for the termination of any Trades on an indemnity basis. No Trade shall take place and no delivery of onward sums shall be made until Cornhill International Payments is in receipt of cleared funds. Clearance shall be deemed at the absolute discretion of Cornhill International Payments. The Client should allow at least five Working Days for funds to clear. Some banks have specific times when receipt and dispatch of electronic payments are permitted. Cornhill International Payments accepts no responsibility for and shall have no liability to you in respect of any delay in onward payment attributable to the late arrival of funds or instructions received after the specific bank’s designated times in respect of electronic payments. Payments made by means other than telegraphic transfer will incur delays in clearing and Cornhill International Payments assumes no responsibility or liability whatsoever in regard to such clearance periods and may, if it incurs any losses, costs or damages arising therefrom, make equivalent claims for indemnity from the Client.
Cornhill International Payments will deliver all purchased currency in regard to any Trades by electronic transfer to the designated onward account specified by the client to Cornhill International Payments. If Cornhill International Payments is not in receipt of satisfactory onward payment instructions from the Client, or those instructions cannot be complied with for any reason, then Cornhill International Payments shall accept no responsibility and shall have no liability in respect of any delay or failure of such payment, save for the earliest reimbursement to the Client of any sums due and owing. Any bank or other third party charges accruing for such transfers are the absolute responsibility of the Client and monies may be remitted net of such charges. You should make your own enquiries as to such charges and Cornhill International Payments accepts no liability for shortfalls arising therefrom. Cornhill International Payments will deduct from any monies held on your behalf the equivalent sum charged to Cornhill International Payments for such transfers, whether related to the current or previous Trades.
If the Client fails to make the required payments (deposit or balance sums) on or before the due date or the Value Date (whichever is the relevant date to that Trade) or if Cornhill International Payments is obliged for any other reason to cancel or terminate the Trade, then Cornhill International Payments may be obliged to enter into a matching trade. In these circumstances it is possible that Cornhill International Payments will incur a loss, damage or expense and if it does so then you will be charged for any such loss on the Trade. Cornhill International Payments also reserves the right to make an additional administration charge of up to £25 in the event of such matching Trade being deemed necessary. In addition Cornhill International Payments may counter charge Clients legal costs of up to £500 without reference to any court procedure or court awarded costs.
In the event of cancellation or termination, whether by Cornhill International Payments or the Client, the Client may forfeit part or all of any deposit or monies provided to Cornhill International Payments for that Trade and the Client will not be entitled to any lost profit as a result of currency moves. You hereby authorise Cornhill International Payments to deduct from or add to any future Trade instructions from you any sums charged or incurred by you for previously cancelled or terminated Trades. We may set-off any sums due from you to Cornhill International Payments under these terms and conditions from any monies received from or due to you. In addition we may, at our absolute discretion, charge interest at 10% per annum on a daily basis on any sums unpaid from the payment due date or Value Date (whichever is the relevant date) until crystallisation of our losses by way of a matching trade. If Cornhill International Payments hold Client monies for any purpose Cornhill International Payments do not pay and Clients are not entitled to interest on any monies so deposited. Any unused balance of funds held on the client’s behalf (after permitted deductions and set-off) will be refunded to the payee account of the Client as soon as reasonably practical.
Failure to pay on time may be treated as a termination of the Trade by Cornhill International Payments with the consequent right to recover costs, losses, damages and expenses as set out under these terms.
Cornhill International Payments shall not be held liable for any loss or damages suffered by the Client (or any other third party) as a result of Cornhill International Payments’s acceptance or refusal to accept a Trade Request.
The Client is solely responsible for supplying accurate and up-to-date details to enable Cornhill International Payments to undertake a Trade, including but not limited to, contact information, Trade Requests and onward payment instructions. Cornhill International Payments relies on the Client acting in the utmost good faith. The Client shall, on a fiduciary basis, notify Cornhill International Payments of any changes to status and residency and any other changes, to information which may be reasonably required by Cornhill International Payments to transact the services. The Client warrants that if it becomes aware of the occurrence of any event referred to in clauses 28 (in the case of a company) or 29 (in the case of an individual) below, the Client shall give Cornhill International Payments notice of such event forthwith.
Where we are required to segregate your funds, we do so by placing the funds in a segregated account (known as a ‘safeguarding account’) at Barclays Bank PLC.
Cornhill International Payments defines “relevant funds” as:
Sums received from, or for the benefit of, a payment service user for the execution of a payment transaction;
Sums received from a payment service provider (PSP) for the execution of a payment transaction on behalf of a payment service user
Cornhill International Payments identifies a “pure FX” transaction where Cornhill is providing a client with only a liquidity service only i.e. changing currencies at an agreed rate –
to be outside the scope of relevant funds.
Barclays Bank Plc provides us with safeguarding account(s) but does not monitor the funds we place on the safeguarding account or how we operate these accounts. As an FCA
Authorised Payment Institution, it is our responsibility to segregate and safeguards relevant funds.
You may notify us in writing to firstname.lastname@example.org or by hardcopy to 4th Floor, 18 St Swithin’s Lane, London, EC4N 8AD that you no longer wish to be a Client. Your status as a Client may be terminated by Cornhill International Payments at any time but these terms shall continue to apply to any contract or Trade then in place.
Cornhill International Payments may terminate all or any part of these terms or any contract or Trade then in place (without incurring liability to the Client, or any other party, for any loss, costs, expenses or damages incurred as a result thereof) without notice, if the Client is in breach of any of these terms or has breached any obligation under any contract between Cornhill International Payments and the Client.
Cornhill International Payments may also terminate this agreement, a contract, or Trade, at any time, without notice, if it reasonably believes that the Client is unable to fulfil its obligations under these terms. Any loss, costs, damages or expenses incurred by Cornhill International Payments as a consequence of such termination shall be charged to the Client and recovered in the manner set out in these terms.
Cornhill International Payments may also terminate any Trade or Trade Request on the request or instruction of any law enforcement agency, any regulatory body or any other authorised person. All or any funds then in the control of Cornhill International Payments, whether or not held to the benefit of the Client, may be held or transferred at the request or requirement of such body or person, or as may be ordered by a court or other authorised body.
Cornhill International Payments may also terminate any Trade or Trade Request without notice if the Client is a corporate entity and:
An order is made or a petition is presented for the bankruptcy of the Client (whether any such petition is presented by the Client or by any other person);
The Client takes any formal step to implement an individual voluntary arrangement (within the meaning of the Insolvency Act 1986), including without limitation making an application for an interim order (except for the purposes of a restructuring of debt, the terms of which have been previously notified to and approved by Cornhill International Payments;
The Client makes any arrangement or composition with his creditors generally (except for the purposes of a restructuring of debt, the terms of which have been previously notified to and approved by Cornhill International Payments);
Any distress, execution, sequestration or other process is levied or enforce or sued out or upon or against the whole or any material part of the assets of the Client and the same is not discharged within five working days;
Any encumbrancer takes possession or a receiver or manager is appointed of the whole or any part of the assets of the Client and is not removed or discharged within five working days in any such case; or
The Client is or appears to Cornhill International Payments to be unable to pay its debts (whether within the meaning of section 268 of the Insolvency Act 1986, or upon any other reasonable grounds including without limitation where a debt owing by the Client to Cornhill International Payments or to a third party has become due and payable and has not been met on the due date.
The Client warrants and represents to Cornhill International Payments on a continuing basis that:
You have full authority to enter into these terms and any Trade and that you will not be contravening any laws or regulations by seeking the services of Cornhill International Payments or entering into each and any Trade;
All information supplied is accurate in all material respects and will be kept up to date;
You are acting as principal not agent or representative (other than through an Authorised Nominee or as a corporate officer if the client is a corporate entity where identification evidence of the officer may be sought and must be provided). If the client is acting through an Authorised Nominee Cornhill International Payments reserves the right to seek information relating to the identity of the originating Client both before acceptance of a Client and at any time thereafter. Cornhill International Payments may, at its discretion, accept appropriate identification from any persons or bodies who have themselves complied and are obliged to comply with the Money Laundering Regulations 2017 and are prepared to provide the appropriate confirmation of identity as provided thereunder; and
That all Trades are for non-speculative purposes and that you will take physical delivery on the Value Date of the full amount of the sold currency for each Trade as stipulated by Cornhill International Payments.
Cornhill International Payments shall use its reasonable endeavours to complete a Trade once accepted. However, Cornhill International Payments shall accept no liability for reasonable delay or Force Majeure, as described at clause 7 above.
In any event, Cornhill International Payments shall not be liable for any direct, indirect or consequential losses, fees, expenses, charges or damage as a result of any Trade, whether the loss, damage, fee, expense or cost incurred for any delay or failure to perform its obligations under these Terms relating to FX Services or any FX Contract, by reason of any cause beyond the reasonable control of Cornhill International Payments; but Cornhill International Payments shall use its reasonable endeavours to perform those obligations as soon as it reasonably can, and in any event; Cornhill International Payments shall not be liable for the acts or omissions of any third parties upon whom it relies on to complete Trades.
In compliance with the Data Protection Act 2018 Cornhill International Payments collects, uses and processes personal information for the purposes of performing the services requested by the Client. Cornhill International Payments may also use this information for promoting the same or similar services to the Client unless it receives, in writing, confirmation from the Client that it does not wish to receive such similar service information in the future.
Cornhill International Payments does not provide financial advice and nor are its products and services regulated entity under the Financial Services & Markets Act 2000 (Regulated Activities) Order 2001. When seeking a trade or entering into any contract with Cornhill International Payments you rely solely on your own judgement. Cornhill International Payments does not provide any advice in regard to foreign exchange or foreign exchange markets and accepts no responsibility or liability for the accuracy or completeness of any information given in this regard and assumes no duty of care in relation to the Client in respect of any transaction. The Client uses its own judgement to make Trade requests. Cornhill International Payments does not offer financial advice on any matter including, without limitation, the merits or otherwise of any currency transactions, on individual taxation, or foreign exchange markets.
Cornhill International Payments will not be liable to the client for any loss, costs, damages or expenses which arise as a result of currency fluctuations between the date when the Trade is accepted and the Value Date or the date of delivery, whichever is the later.
Cornhill International Payments is obliged to issue court proceedings or other debt recovery action in order to recover any loss, costs, damages or expenses incurred by Cornhill International Payments as a result of your failure to comply with these terms or any contract or Trade made hereunder, it shall be entitled to recover from the Client, on an indemnity basis, any legal or other administrative expenses it so incurs.
Cornhill International Payments obligations under the Payment Services Regulations
In accordance with our obligations under the Payment Services Regulations (Regulations), Cornhill International Payments hereby informs you of certain important rights pertaining to you:
Once a Trade is completed we cannot retain the proceeds unduly and must send them to your nominated account or return them to you;
Money transfers are governed by the Regulations where the destination of the funds and the recipient of those funds are located with the EEA and where the funds are in a currency of an EEA state; and
Further information on the Payment Services Regulations can be found on the website of the Financial Conduct Authority (FCA).
We value our customers and endeavour to provide a professional and courteous services at all times. If at any point you feel that we have not met our promise, we would like to hear from you. Any complaint must be made or confirmed to us in writing and addressed to the Head of Compliance at Cornhill International Payments, 4th Floor, 18 St Swithins Lane, London EC4N 8AD. If you are dissatisfied with our response you retain the right to have refer the matter to the Financial Ombudsman Service situated at Exchange Tower, London, E14 9SR. Further details can be found in our Complaints Charter located on our website.
These terms represent the entire agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter.
Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in this agreement.
Nothing in these terms shall limit or exclude any liability for fraud.
No reliance should be placed on any oral statements made either before or after entering into these terms. Any information provided by Cornhill International Payments to Clients is for information purposes only, and should not be relied upon as expert advice. No reliance should be made on any statements made on the Cornhill International Payments website, which may be out of date. Cornhill International Payments accepts no variations to these terms and conditions proposed by Clients save those expressly agreed by a Director of Cornhill International Payments in writing. Cornhill International Payments may vary the terms of this agreement by posting notice of such variations on its website cornhillfx.com and such changes shall be binding from the date of such notice.
If any provision of this agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable that provision or part provision shall, to the extent required, be deemed not to form part of these terms or any contract or Trade transacted thereunder, and the validity and enforceability of the other provisions of these terms shall not be affected.
The Client may not, without the prior written consent of Cornhill International Payments, assign, transfer, charge, mortgage or deal in any other manner with all or any of its rights or obligations under these terms.
All communications in regard to any Trade shall be in the English language.
A person who is not a party to these terms shall not have any rights under or in connection with them. In particular, nothing in this Agreement is intended to confer any benefit on any third party or any right to enforce provision of the Agreement or these conditions and accordingly, the Contracts (Rights of Third Parties) Act 1999 shall not apply to any provisions of this Agreement or these conditions.
Cornhill International Payments may record telephone conversations with clients and, in doing so, complies with the Telecommunications (Lawful Business Practice) Interception of Communications Regulations 2000. Cornhill International Payments keeps these records in order to establish the existence of facts, or to ascertain compliance by its employees with its practices and procedures; or for the purposes of preventing and detecting crime. All reasonable efforts are made to notify every person who is being recorded that recording is taking place.
The information that the Client provides to Cornhill International Payments is confidential and will not be used for any purpose other than in connection with the provision of services unless we inform you otherwise. Information may be shared between Cornhill International Payments and any of its associated companies including but not limited to subsidiaries or holding companies and specifically, Cornhill Capital limited and Cornhill Asset Management Limited. Confidential information and personal data will be treated as such provided that such information is not already in the public domain. Information of a confidential nature will only be disclosed outside the aforesaid companies of which Cornhill International Payments forms part in the following circumstances:
Where required by law or if requested by a regulatory authority or exchange having control or jurisdiction over us or respective associate;
To investigate or prevent fraud or other illegal activity;
To any third party in connection with the provision of services to you by us; For purposes ancillary to the provision of the services or the administration of your account, including without limitation for the purposes of verification enquiries, credit enquiries or assessment;
If it is in the public interest to disclose such information; or
At your request or with your request.
These terms and any Trade or contract made pursuant to these terms and any dispute arising hereunder shall be interpreted in accordance with English law and all disputes shall be heard in the exclusive jurisdiction of the courts of England and Wales.
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