FRAMEWORK TERMS FOR ENTRY INTO FOREIGN EXCHANGE CONTRACTS AND PAYMENTS CONTRACTS

1. These Conditions

   1. What these Conditions cover.
      These Conditions set out the basis on which Goldhawk Partners Limited (“Goldhawk”, the “Agent”) and Hamilton Court Foreign Exchange Limited (“HCFX”,), (collectively, “we” or “us”) will enter into foreign exchange transactions with you (“the Client”, “you” and “your”) and provide you with payment services. You have corresponded with Goldhawk about the provision of these services, and you will continue to correspond with and provide instructions to Goldhawk moving forward. Goldhawk’s primary role in this arrangement is the introduction and arrangement of the payment services governed by these Conditions, as well as liaising with you and taking instructions from you on an ongoing basis. In performing our obligations under these Conditions, we will, at all times, act in compliance with our regulatory obligations. For the avoidance of doubt, by including Goldhawk in “we” and “us”, neither Goldhawk nor HCFX is seeking to hold Goldhawk out as having the capacity to carry on any activities which are beyond the scope of its authorisation as a PSD Agent. The payment services themselves will be entered into and executed by HCFX in accordance with these Conditions. Additional detail regarding the status of HCFX and Goldhawk is provided within clause 2 of these Conditions, below. By virtue of the division of responsibilities between HCFX and Goldhawk, there are a number of obligations which fall to HCFX under these Conditions which may be performed by Goldhawk in practice, given that your primary point of contact will be Goldhawk, and it will be Goldhawk that will service you.
   2. Why you should read them?
      Please read these Conditions carefully before you agree to them, as they will be incorporated into each Contract which is formed between you and us. They explain many of your responsibilities to us and our responsibilities to you, how and when each Contract and these Conditions can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign-on procedures and agree to the Conditions and enter into Contracts if you agree to be bound by these Conditions.
   3. These terms are designed for our Consumer clients. If you are a Business, Micro Enterprise or a charity you should read our business Terms and Conditions.
   4. Ensuring these Conditions are legally enforceable.
      For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. These Conditions constitute our offer to provide the services set out in these Conditions to you and you agreeing to these Conditions constitutes your acceptance of the Conditions. In order to ensure that these Conditions are legally binding, upon you becoming a client, you promise to pay us the sum of one-Pound sterling, upon demand from us, as consideration.
   5. These Conditions shall come into force on the date that we confirm to you that you are a Client and shall remain in force until terminated in accordance with these Conditions.

2. Information about us and how to contact us

   1. Who we are.
      Goldhawk is a limited company, incorporated and registered in England and Wales (company number 14580493) and a PSD Agent for the purposes of regulation 34 of the Regulations.  Goldhawk’s registered office is at 103 Wigmore Street, London W1U 1QS.  Goldhawk’s principal is HCFX and details of Goldhawk’s status can be found on the FCA Register. As such, Goldhawk has been able to rely upon HCFX’s authorisation as an authorised payment institution in order to introduce you to these services and arrange this Conditions. For the avoidance of doubt, the services contemplated by these Conditions shall be performed by HCFX in line with the details contained herein from the date of you signed this Conditions.
   2. HCFX
      is a limited company, incorporated and registered in England and Wales (company number: 11366742) with its head office at 103 Wigmore Street, London, W1U 1QS.  HCFX is authorised by the Financial Conduct Authority as an authorised payment institution with registration number 810625, pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
   3. How to contact us.
      You may contact Goldhawk, who will be your primary point of contact, by using the methods and contact details set out in clause 19.3.
   4. How we may contact you.

      If we have to contact you, we will do so using the methods and contact details set out in clause 19.4.

   5. Some of the services we provide are subject to the Regulations. The Regulations regulate some of the services we provide you, namely:
      • when you (or a third party on your behalf) place money on account with us;
      • when we send monies to you; and
      • when we send monies to third parties on your behalf.
   6.  The Regulations do not cover Transactions.
      
      

3. Interpretation

   1. Definitions. In these Conditions, unless the context otherwise requires, the following words have the following meaning:

      • “Additional Margin” 
        means an amount of money required from time to time by HCFX from the Client by way of collateral to support a Forward Transaction in addition to Initial Margin

      • “Administration Fee” 
        means a fee of £25 charged to the Client.

      • “Beneficiary”
        means the person or entity which you wish to send monies to pursuant to a Payment which includes, for the avoidance of doubt, you.

      • “Beneficiary Account”
        means the bank account of the Beneficiary where the funds subject to a Payment will be sent

      • “Goldhawk” or “Goldhawk Partners”
        means Goldhawk Partners Limited, an Agent of Hamilton Court Foreign Exchange Limited the details on which are set out in clause 2.1. 

      • “Business Day”
        means a day, other than a Saturday, Sunday or public holiday, when banks in London are open for business.

      • “Buy Currency”
        means the currency of the Buy Monies.

      • “Buy Monies”
        means the amount of money in the Buy Currency which you agree to purchase from us pursuant to a Transaction.

      • “Client” “you” and “your” 
        means the party receiving the services pursuant to these Conditions.

      • “Conditions”
        means the terms and conditions set out herein, as amended from time to time in accordance with clause 21.14.

      • “Consumer”
        means an individual who is acting for purposes other than a trade, business or profession.

      • “Contract”
        means a Transaction and/or a Payment Contract.

      • “Contract Date”
        means the date that a Contract is entered into.

      • “Contract Note”
        means a document issued by Goldhawk to the Client in accordance with clause 6.3 containing the details of the Transaction and any associated Payment.

      • “Data Protection Laws”
        means the UK General Data Protection Regulation (UK GDPR) as implemented under the Data Protection Act 2018.

      • “Forward Transaction”
        means a Transaction where the Value Date does not fall within the Spot Period.

      • “FX Order”
        means a request from you to us to enter into a Transaction.

      • “HCFX”
        means Hamilton Court Foreign Exchange Limited, the details on which are set out in clause 2.2.

      • “Initial Margin”
        means an amount of money in the Sell Currency to be paid to HCFX by the Client by way of collateral in support of a Forward Transaction upon entry into the Forward Transaction.

      • “Major Currencies”
        means US dollar, Euro, Japanese yen, Pound sterling, Australian dollar, Swiss franc, Canadian dollar, Hong Kong dollar, Swedish krona, New Zealand dollar, Singapore dollar, Norwegian krone.

      • “Margin Call”
        means the notification to the Client, whether or not in writing, of a requirement by us for Additional Margin, pursuant to a Forward Transaction.
        

      • “Order”
        means both an FX Order and a Payment Order.

      • “Payment”
        means the electronic transfer of the Buy Monies, or other money held by HCFX on behalf of the client, by HCFX to a Beneficiary Account.

      • “Payment Contract”
        means a Contract subject to these Conditions between us and the Client whereby HCFX will execute a Payment.

      • “Payment Order”
        means a request from the Client to Goldhawk for Us to enter into a Payment Contract.

      • “Personal Data”
        has the meaning set out in the Data Protection Laws.

      • “Privacy Policy”
        means our privacy policy, a copy of which is available on our Website.

      • “Regulations”
        means the Payment Services Regulations 2017.

      • “Safeguarded Account”
        means the bank account(s) belonging to HCFX, which are separate to our own office bank accounts, where monies received by HCFX to be held on your behalf are safeguarded when they are still held by HCFX at the end of the business day following receipt.

      • “Segregated Account”
        means bank account(s) belonging to HCFX, which are separate to our own office bank accounts, where monies received by HCFX are held temporarily pending those monies becoming due to HCFX pursuant to a Transaction or being subject to a Payment Contract. These accounts are used where those transactions are to occur on the same, or on the business day following receipt of funds.

      • “Sell Currency”
        means the currency of the money you use to purchase the Buy Monies in accordance with the terms of a Transaction.

      • “Sell Monies”
        means the total amount of money in the Sell Currency you send to us to fulfil your obligations under a Transaction.

      • “Spot Period”
        means the following periods:

        • two Trading Days after the Contract Date in respect of any pair of Major Currencies;

        • for any pair of currencies where at least one currency is not a Major Currency, the longer of two Trading Days after the Contract Date or the period generally accepted in the market for that currency to be paid as the standard delivery period after the Contract Date.
      • “Spot Transaction”
        means a Transaction where the Value Date falls within the Spot Period.
      • “Trading Day” 
        means any day of normal trading in the jurisdiction of both currencies that are exchanged pursuant to the relevant Transaction and in the jurisdiction of a third currency where any of the following conditions are met:
        • the exchange of those currencies involves converting them through that third currency for the purposes of liquidity;

        • the standard delivery period for the exchange of those currencies references the jurisdiction of that third currency.

      • “Transaction” 
        means a contract entered into between Us and the Client in accordance with these Conditions pursuant to which the Client agrees purchase Buy Monies from Us using money in the Sell Currency.

      • “us”
        means collectively, HCFX and Goldhawk.

      • “Value Date”
        means the date on which the Buy Monies will be available for delivery in a Transaction.

      • “Website”
        means our website from time to time, currently www.goldhawkpartne.wpengine.com.

   2. Construction. In these Conditions, the following rules apply:
      • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      • A reference to a party includes its personal representatives, successors or permitted assigns.
      • A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      • Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      • A reference to writing or written includes emails.
      • If the Client is more than one person acting jointly, references in these Conditions to “Client” shall be construed as references to any one of the joint account holders. Each holder of a joint account shall be jointly and severally liable under these Conditions.

4. Our services

   1. We may provide information about foreign exchange markets and related matters from time to time. However, we do not provide advice as to the merits of proposed Contracts and whilst we may provide information, the Client relies entirely on its own judgment when making an Order.
   2. We will always contract directly with the Client when entering into a Transaction with the Client. We do not act on the Client’s behalf or as the Clients’ agent when entering into a contract for foreign exchange with its counterparties.
   3. In accordance with the permissions we have with the FCA, we are only able to sell you a Forward Transaction which is:
      • for deliverable currency;
      • and for the purpose of (i) facilitating a means of payment for identifiable goods and/or services; or (ii) direct investment.
   4. We have sole discretion to decide whether the purpose of a Forward Transaction is for the purchase of identifiable goods and/or services or direct investment. If the Client wishes to enter into a Forward Transaction for purposes other than those set out in clause 4.3, it can apply to become a Client on the investment side of our business.
   5. Transactions being deliverable means that at maturity the Client must give instructions for delivery of the full amount of the Buy Monies to a Beneficiary Account.
   6. Pursuant to these Conditions, we cannot pay out any profit derived from an unsettled Transaction. This means that if a Client has not paid the money it owes to Us in relation to a Transaction, prior to the dates set out in the Contract Note, we cannot pay out any profit which you may have made on the relevant Transaction.

5. Placing an Order

   1. As an individual acting on your own behalf, you are not able to appoint another person to place Orders on your behalf.
   2. How to place an Order. You may place an Order:
      • verbally by telephone using the telephone number set out in clause 19.3 or by using the telephone number of your designated account manager or otherwise by speaking to one of our employees via telephone; or
      • by email using the contact details set out in clause 19.3 or the e-mail address of your designated account manager.
   3. We are entitled (but not obliged) to act upon Orders which are or reasonably appear to be from you.  In particular, an Order received from an e-mail address or telephone number registered with us as belonging to you and/or generally used by you to communicate with us shall be sufficient to authenticate an Order as being from you, and we shall be entitled to act upon Orders received from communication channels provided to us by you. The onus is therefore upon you to ensure that your e-mail accounts and telephone numbers are not hacked. You recognise that you carry the risk in this regard.
   4. We reserve the right to verify any Orders received or appearing to be received from you by using the details provided by you and held by us. The Client accepts that we cannot absolutely verify the accuracy or completeness of Orders and accepts that they are sent at the Client’s risk.
   5. How is an Order accepted? An Order can be accepted by us verbally on the telephone or via email. Once accepted, such Order will form a Contract.
   6. All Orders are accepted at our sole discretion. We accept no liability for any losses, damages or otherwise as a result of refusing to accept an Order.
   7. We give no warranties or representations whatsoever in relation to the exchange rates we provide for any Transaction and is under no obligation to provide the best or most competitive exchange rates available.
   8. You do not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any Transaction.  However, you may, with our consent, close-out a Transaction prior to the Value Date by giving notice in writing to us. In such an event, you will be liable for all of the costs, expenses and losses and interest at the rate referred to in clause 13.1, on any such sums that we may incur, including any action we may take or have taken to cover or reduce our exposure, as a result of us entering into such Transaction with you. Such sums will include but not be limited to:
      • a reasonable fee for the time spent by Our employees in closing-out the Transactions; and
      • the reasonable costs of Us terminating or amending all or part of any back-to- back contracts We have entered into pursuant to the Transaction or a reasonable estimate of such costs if we choose not to amend or terminate all or part of any relevant back-to-back contracts.

6. Placing an FX Order

   1. You may from time to time provide an FX Order to Goldhawk Partners in accordance with clause 5.  Following receipt of an FX Order, we shall, if it is willing to accept the FX Order, agree with the Client the terms on which it is willing to enter into the Transaction.
   2. The Client will be solely responsible for ensuring that the details the Client supplies to Us are true, complete and accurate, and the Client will not withhold or omit any information that may cause those details to be false or inaccurate.
   3. If we accept the FX Order, we shall subsequently provide to the Client a Contract Note by email. The Contract Note shall include the following:
      • the Transaction number;
      • details of the Safeguarded Account where the Client’s money is to be sent;
      • details of the FX Order including the foreign exchange rate applying;
      • the Value Date;
      • any charges payable by the Client in respect of the Transaction (including a breakdown of the amounts of those charges where applicable);
      • any charges payable by the Client in respect of any associated Payment Contract (including a breakdown of the amounts of those charges where applicable);
      • in the case of a Forward Transaction, instalment payments to be made by the Client as determined at our absolute discretion;
      • the currency in which payments by the Client to Us are to be made.
   4. A Contract remains binding whether or not the Client receives the Contract Note and the Client will notify Goldhawk if the Client has not received a Contract Note within 2 hours of making the FX Order.
   5. The Client must inform Goldhawk of any errors or omissions within one Business Day of the Contract Note being was issued by Goldhawk to the Client, otherwise the Client is deemed to have accepted the contents of such document and shall not thereafter be entitled to dispute the contents of the Contract Note.
   6. We will not be bound by any Transaction where it is reasonably determined by Us that there is a Manifest Error in the purchase or sale price stated in the Contract Note.
   7. Once we have accepted an FX Order, the Client may only amend or cancel the Contract Note if we expressly agree (and any such amendment or cancellation shall be on the conditions specified by us) or otherwise in accordance with the provisions of clause 6.5 and 6.6.
   8. We may agree to notify you when we are able to provide you with a specific foreign exchange rate. Upon such notification, you may, at your discretion, place an FX Order with us. However, this service is provided on a no-liability basis, i.e. we will not be held liable for any losses you incur if we fail to notify you that we were able to offer you the specific foreign exchange rate. Providing you with this information shall by no means be interpreted as providing advice to enter into a Transaction.

7. Initial Margin, Additional Margin and other considerations for Forward Transactions

   1. We may require the Client to deposit Initial Margin with HCFX, the details of which the Client will agree to prior to entering into the Forward Transaction.
   2. If the exchange rate of the Buy Currency and the Sell Currency moves so that there is a higher risk that, if the Forward Transaction were to be closed-out, the Margin already provided by the Client for that Forward Transaction might not cover Us for the losses it would incur if that Transaction were to be closed-out, we may make a Margin Call.
   3. Margin Calls may be made by telephone, telephone answering machine message, voicemail, email or any other means of electronic communication. We have no obligation to make a Margin Call at any time or within any specific time-period. The Client is responsible for ensuring that it can receive a Margin Call via the aforementioned methods at any time when it has an open Forward Transaction. We will not be responsible if we have to close out a Forward Transaction due to non-payment on-time by the Client of Additional Margin if the Client does not receive a Margin Call.
   4. Funds requested in relation to a Margin Call are due immediately and must be received by Us in full for value not later than 4:00pm on the Business Day following the day on which the Margin Call is made.

8. Default, close-out and refusal to perform Transactions

   1. We may refuse to perform or may close out all or any part of any Transaction, without incurring any liability to the Client for losses that may be sustained as a result and without giving notice to the Client or receiving any instructions from it, upon or at any time after the happening of any of the following events;
      • the Client fails to make any payment when due under these Conditions or any Transaction;
      • We have been unable to contact the Client by the end of the day upon which a request for Additional Margin occurs;
      • the Client: dies or, in our reasonable suspicion, becomes of unsound mind; or suspends payment of its debts, makes or takes steps with a view to making any moratorium, assignment, composition or similar arrangement with creditors, has a receiver appointed in respect of some or all assets, takes or has any proceedings taken against them in bankruptcy, or has anything similar to any of the events described in this clause 8.1(c) happen to the Client anywhere in the world;
      • if we or the Client is requested not to perform or to close out a Transaction (or any part thereof) by any governmental or regulatory authority whether not that request is legally binding
      • We consider it necessary to do so for its own protection including (without limitation) in the following circumstances: (i) protection from fraud or money laundering; (ii) protection from Client default; (iii) protection from market failure; (iv) protection from adverse or volatile market conditions; and (v) protection from loss by Us.
   2. If the Client becomes aware of the occurrence or likely occurrence of any event referred to in clauses 8.1(a) to 8.1(eh) above, it shall notify Goldhawk immediately.
   3. If any event referred to in clause 8 above takes place we shall at our discretion be entitled to cancel any Transaction, then outstanding and charge the Client with all of the costs, expenses and losses (and interest at the rate referred to in clause 13.1 on any such sums) that we may incur including:
      • a reasonable fee for the time spent by Our employees in cancelling the Transactions; and
      • our actual costs of amending or terminating all or any part of any back-to-back contracts which are related to the Transactions or a reasonable estimate of such costs if we choose not to amend or terminate such back-to-back contracts. Subject to clause 4.6, any excess amount held by Us in respect of the Transactions shall be returned to the Client after deducting all other sums due to Us.
   4. If for any reason a Transaction is closed out or does not proceed to completion, we will send to the Client any sum due to the Client or a notice setting out the sum due from the Client (as appropriate). The Client shall bear all our losses/ expenses whatsoever that may arise on account of such close out or cancellation, and we shall have the right to use any monies of the Client held by it to offset such amounts as are owed by the Client to Us. For such purpose, we shall be entitled to convert any currency held by it and such conversion shall be at the rate of exchange available to it. Any fee or charge which we incur as a result of such conversion shall be paid for by the Client.
   5. If the Client’s method of payment, is dishonoured, returned, not met on first presentation or stopped for whatever reason, we shall levy the Administration Fee. This Administration Fee will become payable by the Client in addition to any other sums due under these Conditions.

9. Limitation of liability and indemnity for foreign exchange services

   1. In addition to any limitation on liability under clause 11 below which may apply to the Foreign Exchange Services, we shall not be liable to the Client:
   1. • for any delay or failure to perform its obligations under these Conditions relating to any Transaction by reason of any cause beyond Our reasonable control, but we shall try to perform those obligations as soon as we reasonably can in any event;
      • for any loss resulting from the determination of Manifest Error by Us;
      • where we are acting on a written, oral, telephone or electronic FX Order which reasonably appeared to Us to be from the Client;
      • for any consequential or indirect loss (such as loss of profits, loss of contract or opportunity) the Client may incur as a result of Us failing to perform its duties under a Transaction; or
      • for an amount greater than the maximum stated in clause 9.3.
   2. Without prejudice to clause 9 above, we shall not be responsible in any way for any delay in payment by us under these Conditions relating to the foreign exchange services which is caused by the Client or any other third party, including but not limited to bank delay, postal delay, payment network delay, the failure or delay of any fax or electronic transmission, or delay caused by accident, emergency or act of god. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that all payments which the Client is required to make under any Transaction is made promptly and within the time limits specified by the particular Transaction and these Conditions.
   3. The maximum liability of Us under a particular Transaction, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the value (expressed in sterling) of the currency sold by Us under that Transaction as at the due date of settlement of that Transaction.
   4. The Client shall, on demand by Us, compensate Us from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Us in the proper performance of its obligations pursuant to Transactions or the enforcement of its rights under these Conditions and, in particular, but without limitation, against all amounts which we may certify to be necessary to compensate it for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Us (including loss of profit and losses and expenses from any action we take to seek to cover or reduce its exposure under any Transactions) as a result of:
      • the Client breaching any provision of these Conditions relating to Transactions;
      • Us acting on FX Orders which reasonably appeared to us to be from the Client; or
      • Us or the Client exercising its rights under these Conditions to close out all or any part of any Transaction before its applicable Value Date.
   5. Any amount certified by us under clause 9.4 shall, unless it is manifestly inaccurate, be conclusive evidence of any amounts payable under that provision. The provision in this clause 9 shall survive termination of any Transaction or other agreement under these Conditions relating to the Foreign Exchange Services.

10. Payment Orders

    1. You may from time to time provide a Payment Order to us in accordance with clause 5. Such Payment Order will be deemed by us as ‘consent’ for the execution of the Payment by you pursuant to regulation 67 of the Regulations. The Payment Order must confirm the details of the proposed Beneficiary Account (the “Unique Identifiers”) which consist of the following:
       • full name and address of the Beneficiary;
       • the account details of the Beneficiary and the Beneficiary’s payment service provider which shall be: (i) the sort code and account number where the Beneficiary’s payment service provider is located within the United Kingdom; or (ii) the IBAN and SWIFTBIC where the Beneficiary’s payment service provider is located outside the UK; or (iii) such other details that we request from you:
       • the amount and currency of the money you wish to transfer to the Beneficiary.
    2. If you think that you have provided incorrect Unique Identifiers, you must contact us immediately by telephone or email using the contact details set out in clause 19.3.
    3. The Payment Order shall be deemed to be received at the time at which it is received except that:
       • where the Payment Order is received on a day which is not a Business Day or is received after 4pm, London time on a Business Day, we have the right to treat your Payment Order as having been received on the next Business Day;
       • where it is agreed between us and you that a Payment is to be executed:
       • on a specified day; or
       • on the last day of a specified period; or
       • on the day on which we hold enough money on your behalf in the correct currency to execute the Payment,
       • the time of receipt of the Payment Order is deemed to be the day so agreed unless such day is not a Business Day in which case the Payment Order is deemed to have been received on the first Business Day thereafter.
    4. Following receipt of a Payment Order, we may:
       • refuse that Payment Order and if we do so, we shall (unless it would be unlawful for us to do so) notify you of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notification shall be given to you as soon as practicable following the refusal and we may charge you for such notification where the refusal is reasonably justified. A Payment Order which is refused by us shall be deemed not to have been received for the purposes of clause 10.3; and/or
       • further confirmation or information from you if we consider that such confirmation or information is desirable and/or that Payment Order is ambiguous.
    5. Details of the Payment will be confirmed in writing in the Contract Note issued to you by us.
    6. You do not have any right under the Financial Services (Distance Marketing) Regulations 2004 or the Consumer Contracts (Information, Cancellation and Additional Changes) Regulations 2013 to cancel any Payment Order once given.
    7. You may not withdraw consent for a Payment Order after it has been received by us except if you have agreed with us that the Payment is to be made on a specific day in the future or on the last day of a certain period and the withdrawal of consent is received by us prior to the end of the Business Day preceding the specified day for the making of the Payment or the last day of that certain period.
    8. Any withdrawal of consent for a Payment, in accordance with clause 10.7, must be received by us using the contact details set out in clause 19.3 and if sent by email it must include a copy of the relevant Contract Note, if received.
    9. We may charge you the Administration Fee for any revocation of a Payment. In particular, but not by way of limitation:
       • you shall bear all costs, expenses and losses of us whatsoever that may arise on account of the revocation; and
       • we may charge interest at the rate referred to in clause 13.1 on any sums due to us pursuant to this clause 10.9.
    10. Where the Payment is denominated in:
        • euro or sterling, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the Business Day following that on which your Payment Order was deemed to be received;
        • a currency other than euro or sterling but the account of the Beneficiary’s payment service provider is located within the European Economic Area (‘EEA’) or in the UK, we shall ensure that the amount of the Payment is credited to that account by the end of the fourth Business Day following that on which your Payment Order was deemed to be received; and
        • a currency other than euro or sterling and the account of the Beneficiary’s payment service provider is located outside the EEA or the UK, we shall endeavour to ensure that it actions the Payment as soon as is reasonably practicable.

11. Limitation of liability

    1. Subject to clause 11.3, where it is established that:
       • a Payment was not authorised by you or was incorrectly initiated or executed by us; and
       • you have notified us by email using the email address set out in clause 19.3, without undue delay on becoming aware of the unauthorised or incorrectly executed Payment and in any event:
       • you are a Consumer, a Micro-Enterprise or a Charity, no later than 13 months from date the Payment was,
         we shall refund to you the full amount debited erroneously immediately and the amount debited without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which we became aware of the unauthorised Payment, unless we have reasonable grounds to suspect fraud and notify the appropriate authorities
    2. We shall not be liable for non-execution or defective execution in relation to a Payment which we have made in accordance with a Unique Identifier given to us by you which proves to be incorrect. However, we shall make efforts to trace any non-executed or defectively executed Payment and notify you of the outcome.
    3. We are liable to you under clause 11.1 for the correct execution of a Payment unless:
       • clause 11.2 applies; or
       • we can prove to you (and where relevant, to the Beneficiary’s payment service provider) that the Beneficiary’s payment service provider received.
    4. Under Regulation 92 of the Regulations, you may be entitled to a refund in certain circumstances where a Payment is initiated by a Beneficiary. It is not anticipated that any Payment will be initiated by a Beneficiary under any services provided by us.
    5. The provisions in this clause 11 shall survive termination of these Conditions and any Contract.
    6. In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international transfer of currency, and such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to its delivery. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges cannot therefore be calculated in advance. You hereby acknowledge that you shall be liable for these charges.

12. Money paid to us

    1. For Spot Transactions, the Client must deliver cleared funds into the Segregated Account for the full amount specified in the Contract Note before the end of the Business Day preceding the Value Date.
    2. For Forward Transactions, the Client must deliver cleared funds (but not cash) to the Segregated Account covering the Initial Margin within two Business Days of the Contract Date and the remaining full amounts on the dates specified in the Contract Note or as otherwise requested by Us.
    3. Subject to clause 12.6, where we receive money from you or on your behalf including:
       • us receiving money prior to the execution of a Transaction or prior to those monies being due and owing to us pursuant to a Contract.
       • us receiving Buy Monies on your behalf from our counterparty pursuant to a completed Transaction;
       • us receiving money directly from you, pursuant to a Payment Order, this money will be received by us into the relevant Segregated Account. If these funds are held at the end of the business day following the day of receipt, these will be moved to our Safeguarded account.
    4. You can request that the money we hold on account for you is returned to you by entering into a Payment Contract and using your own bank details as the Unique Identifiers.
    5. You shall be obliged to provide us with the Unique Identifiers of the Beneficiary Account by 4 pm on the Business Day preceding the Value Date. If you do not provide us with the relevant bank account details, we reserve the right to send the Buy Monies to any bank account belonging to you for which we hold the details, whether or not in the Buy Currency and We will not be held liable for any losses you incur as a result.
    6. We will use money which we hold on account for you:
       • to pay for any amount you owe to us pursuant to these Conditions and any Contract including any sums owing to us under any Transaction such as the Sell Monies (including Initial Margin and Additional Margin);
       • to send to a Beneficiary Account pursuant to a Payment Contract.
    7. When we hold money on payment account for you, please note that:
       • we cannot and will not use the funds to invest or lend to other persons or entities;
       • the money will not accrue interest; and
       • the money is not covered by the Financial Services Compensation Scheme.
    8. Please note that when we take Initial Margin and Additional Margin from you, this money belongs to us and is no longer held by us on your behalf.
    9. You may only hold money with us for a short period of time. If we hold money for more than a short period of time without having received an Order from you, we shall use reasonable endeavours to contact you to return the money to you. If we are unable to contact you, we may send the money, less any of our costs incurred, to the last known bank account we have on file for you.
    10. We accept no responsibility in the event that you send money to the incorrect account.
    11. We do not accept cash or credit or debit card or cheques as a means of payment. Any references in these Conditions to cleared funds shall not include payments made by cash, credit or debit card or cheque. Any funds paid to us by you: (a) in cash; or (b) by cheque, will incur a processing fee of 3%, subject to a minimum £50 charge. These funds may be returned to you less our processing fee if the source of funds is not proven to our satisfaction.
    12. The Client can find out the amount of money we hold on its behalf at any time by e-mailing or phoning Goldhawk using the contact details set out in clause 19.3.

13. Interest and Charges

    1. If the Client fails to make any payment required under these Conditions when it is due, interest will be charged on the outstanding sum at 3% per annum above the base rate, from time to time in force, of the Bank of England subject to a minimum fee of £25 per Business Day from the date payment is due until the date payment is made and shall be compounded monthly and we shall be entitled to claim from the Client its reasonable costs in recovering
    2. If the Client requests information or materials which:
       • are not provided as part of the services; or
       • are not otherwise required to be provided to the Client for free or subject to a maximum charge in accordance with Data Protection Laws. We may accept or decline the request and may charge an Administration Fee to fulfil such request.
    3. Payments may occur a fee depending upon the type of payment. This charge is levied by Us to offset the costs it incurs from its banking provider for making payments. These charges, if applicable, will be detailed in Schedule 1 of your agreement. Where no schedule is present, we have waived these fees
    4. Any transfer of funds (whether resulting from a Contract or otherwise) may be liable to taxation in the UK or in any other applicable jurisdiction. It is the responsibility of the Client to ascertain the applicability and extent of any taxation and to declare and pay any tax on any such sums. In the event that we are required to withhold any sums in respect of taxation by any court, regulation or taxing entity in any applicable jurisdiction, we shall be permitted to do so. We shall have no obligation to account to the Client in respect of sums so withheld.

14. Complaints

    1. If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know. You may let us know by telephone, email or post using the contact details provided in clause 19.3. We have internal procedures for handling complaints fairly and promptly. A copy of our complaints procedure is available upon request.
    2. If you are an eligible complainant and the complaint specifically relates to us executing a Payment or holding money on your behalf:
       • we will investigate your complaint in accordance with the FCA Rules and our internal complaints procedures.
       • you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financial-ombudsman.org.uk.
    3. If a dispute arises between us and you relating to the existence or terms of any Transaction which has not yet settled (a “Disputed Transaction”), we may take any action we consider appropriate in relation to the Disputed Transaction, which may include closing out or suspending the performance of the Disputed Transaction pending settlement of the dispute without previously notifying and/or without having received Order from you. We will try and notify you (orally or in writing) of the action we have taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.

15. Warranties and Indemnity

    1. The Client warrants and represents to Us each time the Client enters into a Transaction that:
       • it is duly authorised to enter into and be bound by these Conditions and to perform its obligations hereunder;
       • it enters into these Conditions and each Transaction as principal;
       • each Forward Transaction is entered into for one of the purposes set out in clause 4.3;
       • it intends and has the ability to satisfy its obligations under each Transaction;
       • the entering into of these Conditions and each Transaction will not violate any law, ordinance, charter, by-law, articles or memorandum of association to which it is subject;
       • the information it has provided to Us in the application form or otherwise is true and accurate in all material respects;
       • any person representing the Client in entering into a Transaction is duly authorised to do so; and
       • if the Client is an individual, he or she is over 18 years old.
    2. The Client understands and accepts that it shall be responsible for performing its obligations under these Conditions, including under any Transaction. The Client shall indemnify and keep Us indemnified in respect of any and all losses, liabilities, costs, claims, demands and expenses of any kind (including legal costs), taxes, imposts and levies which are or may be suffered or incurred by Us as a result of any failure by the Client to perform any such obligation and of any fraud, negligence or wilful default.

16. Force majeure

    1. A “Force Majeure Event” means any event which, at Our sole and absolute discretion, is an exceptional or unusual market condition, including but not limited to:
       • any act, event or occurrence (including any strike, riot, civil commotion, interruption of power supply or electronic, communication or information system) which in Our opinion prevents Us from maintaining any Transaction;
       • the suspension or closure of any market; or
       • the occurrence of an excessive movement in the level of, or the excessive loss of liquidity in any market or Ours anticipation of the occurrence of the same.
    2. If we determine that a Force Majeure Event exists, we may at our absolute discretion (without prejudice to any other rights it may otherwise have):
       • issue a Margin Call to the Client;
       • close any or all Transaction (in which case We shall be entitled to set off any amount due from the Client to Us against any amount due from Us to the Client; and
       • take or omit to take all such other actions as We deem appropriate in the circumstances to protect itself and its clients.

17. Data Protection

    1. In agreeing to these Conditions and entering into Contracts you will be providing us with Personal Data.
    2. You authorise us to collect, use, store or otherwise process any Personal Data provided by you or otherwise received by us (including from the searches referred to in clause 21.10) in accordance with the terms of our Privacy Policy. By agreeing to the Conditions, you also agree to our Privacy Policy.

18. Confidentiality

    1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 18.2 and 18.3.
    2. Each party may disclose the other party’s confidential information:
       • to iits employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Conditions.  Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and
       • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. We may disclose confidential information to the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee.
    4. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Conditions.

19. Notices and Communication

    1. Where we communicate with the Client, we will at all times ensure that the communication is fair, clear and not misleading.
    2. These Conditions are concluded in English and all communications between you and us shall be in English only.
    3. Any notice or other communication to be given by the Client to us pursuant to these Conditions shall be:
       • sent by email to info@goldhawkpartners.co.uk
       • made by telephone to +44 (0) 203 655 5580;
       • sent by post to our head office at 33 St. James’s Square, London SW1Y 4JS.
    4. Any notice or other communication to be given by Us to the Client shall be sent by email to any of the usual email addresses used by the Client to communicate with us or the email addresses provided by the Client when becoming a Client of ours.
    5. Any notice shall be deemed to have been received if sent by email, at the time of the communication or by post at 9.00 am on the Business Day after transmission or if communicated over telephone in the English language at 9.00am on the second Business Day after a letter having been deposited in the post to the address set out in these Conditions.
    6. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    7. We shall use reasonable endeavours to ensure that electronic communications that it sends are free from viruses and other material which may cause harm to any other computer system. The Client undertakes to do likewise with any electronic communications it sends to Us.
    8. We shall contact you via e-mail in the event of suspected or actual fraud or security threats, unless we are of the view that your e-mails may be compromised, in which case we shall contact you by telephone.

20. Information available on the Website

    1. The Client’s use of Website will be governed by any legal notices or terms and conditions on the Website. In the event of any inconsistency between such legal notices and terms and conditions and these Conditions, these Conditions shall prevail.
    2. The Client acknowledges that the display of any price quotation, volume or other information by Us on our Website does not constitute an offer to the Client to buy or sell. The Client further acknowledges that the display of any price quotation or market trading level does not constitute any guarantee that the Client’s Orders will be executed at the price or market level displayed or at the level specified in its Order. We accept no responsibility for the accuracy or completeness of any information displayed on its Website and makes no representations or warranties in respect of such information.
    3. We may provide links on our Website to certain Internet sites sponsored and maintained by third parties. Such sites are publicly available and we provide access to such links solely as a convenience to the Client. We make no representations or warranties concerning the content of such sites and the fact that access to such sites is provided does not constitute our endorsement, authorisation or sponsorship of such sites or their sponsors nor are we necessarily affiliated to such sponsors.
    4. Our products may be advertised on the Website. If the Client have requested that we previously not to send it any marketing material, the Client agrees that this restriction will not apply in respect of the Website.

21. General

    1. When we may terminate these Conditions. We shall have the rights (but not the obligation) to terminate these Conditions at any time and for any reason by giving you not less than two (2) month’s written notice. In the event of such notice being served, these Conditions shall terminate upon the date of expiry of the notice, but any Contract subsisting at the date of termination of these Conditions shall remain in force until such time as the relevant Contract is completed, closed-out or terminated in accordance with its provisions. Termination of an individual Contract shall not affect the existence of these Conditions or any other Contracts which shall be dealt with in accordance with their own provisions.
    2. When you may terminate these Conditions. You may terminate these Conditions at any time by giving a notice to us via telephone or by email to the addresses set out in clause 19.3.
    3. Recording of telephone calls. You agree that we may record telephone conversations between you and us and use such recordings or transcripts from such recordings, as evidence in any dispute or anticipated dispute. If we make any recording or transcript we may also destroy them in accordance with our normal procedure.
    4. We may transfer these Conditions to someone else. We may transfer our rights and obligations under these Conditions and any Contract to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Conditions or any Contract.
    5. Substitution. Without limitation to clauses 21.1 and 21.2 of these Conditions, if Goldhawk ceases to be a PSD Agent of HCFX, Goldhawk shall have the right to procure its appointment as a PSD Agent of another appropriately authorised and regulated firm (the “Substitute Firm”). You agree that, in such circumstances where Goldhawk appoints a Substitute Firm, the Substitute Firm shall continue to provide the services which HCFX provides to you under these Conditions and on the same terms contained in these Conditions or such new terms as agreed by you, us and the Substitute Firm and subject to any regulatory obligations to which the Substitute Firm is subject.
    6. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Conditions or any Contract to another person if we agree to this in writing.
    7. If a court finds part of these Conditions illegal, the rest will continue in force. Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    8. We are not partners and neither of us may act as the other’s agent. Nothing in these Conditions is intended to or shall operate to create a partnership or joint venture between 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 otherwise to 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).
    9. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    10. Establishing your identity. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017 (Money Laundering Regulations) require us to implement certain due diligence procedures including verifying the identity of each client and the nature of each client’s business. The Client agrees to provide us with all the information we may require as part of its due diligence procedures. The Client agrees that we may withhold any monies due until we have received all requested documentation.
    11. To assist us with meeting our obligations, we may carry out an electronic verification check and credit reference check via third party providers in order to verify your identity and credit standing. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent of each individual officer and shareholder to such checks being carried out.
    12. We are also obliged to report any reasonable suspicions about Orders received, Transactions and activities to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your Orders, we can accept no liability for the consequences of being prevented from doing so.
    13. Can you obtain a copy of the Conditions or additional information? You may request and we shall provide a copy of these Conditions and any information set out in Schedule 4 of the Regulations at any time prior to the termination of these Conditions.
    14. Even if we delay in enforcing under these Conditions, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breach of these Conditions or any Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to fulfil the Contract, we can still require you to make the payment at a later date.
    15. We can make amendments to these Conditions. We may amend these Conditions by giving you no less than two months’ notice in writing. If you object to the proposed amendments, you have the right to terminate these Conditions without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate these Conditions before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of these Conditions by any means by you, shall not affect any Contract nor any rights or obligations that have already arisen at the date of the termination.
    16. Which laws apply? These Conditions and any Contract to which these Conditions apply and any disputes or claims arising out of or in connection with these Conditions or any such Contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.
    17. Where you may issue proceedings under these Conditions. If you are a Business, you irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these Conditions or their subject matter or formation(including non-contractual disputes or claims) and any Contract to which these Conditions apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these Conditions. If you are a Consumer:
        • if you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts;
        • if you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.
    18. Do any other terms apply? By agreeing to the Conditions, you confirm that you have read and agree to our Privacy Policy.