1.The Service
piagi ltd ("piagi") offers to provide foreign currency to the Client in addition to the service subject to the terms set out below. The Client confirms to piagi that all trades are for non-speculative purposes only and when instructing piagi to execute a trade and/or order the Client warrants that they have full capacity to instruct piagi to do so. The Client further confirms at the date hereof and at any time it purchases currency from piagi they are acting as principal only and not as an agent for any third party whose identity has not been disclosed to piagi. The Client also has full power and authority and has taken all necessary steps to enable them to enter into and comply with the terms of business. The Client further warrants to pay piagi in full the amount of currency sold for the amount of the currency purchased on or before the maturity date of trade(s) as stipulated by piagi.
2. Execution of Trade
The Client will give piagi an oral or written instruction for Currency and such order will constitute an offer to enter into a trade with piagi. On acceptance of the Client's offer by piagi, the Client will be deemed to have entered into a binding trade incorporating these terms. The Client undertakes to take physical delivery, or procure that a nominated third party will take physical delivery, of the Currency. Details of the executed trade will be confirmed and set out in a Trade Confirmation a copy of which will be issued to the Client. Any failure by piagi to issue a Trade Confirmation to the Client will not prejudice the rights and obligations of either party under the trade. If piagi issues a Trade Confirmation to the Client, any error, or omission must be notified to piagi within 48 hours of its receipt by the Client. piagi will enter into a trade solely for the purpose of the sale and/or purchase and delivery of Currency to the Client and makes no representations or warranties as to the commercial merits or otherwise of the trade. The Client hereby acknowledges that when entering into a trade with piagi the Client will rely solely on their own judgment and has placed no reliance on any representation, opinion, advice or any other statement expressed by piagi relating to any aspect of the trade including without limitation investment and/or financial advice.
3. Financial Obligations
The Client shall pay into a specified account nominated by piagi the amount of Currency sold by the Client no later than the date agreed under the Trade Confirmation. Banks have specific cut off times for the receipt and dispatch of electronic payments and whilst piagi bears no responsibility for and shall have no liability in respect of any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank. The Client hereby acknowledges that in order to allow piagi to facilitate the Client properly under the Trade Confirmation, the currency sold must be cleared in piagi's nominated account no later than 10 am on the maturity date specified in the Trade Confirmation. Where the Trade executed on behalf of the Client is on a Forward basis, the Client shall immediately pay a part payment as Margin as specified by piagi, into the Nominated Account in cleared funds. The Client shall pay any outstanding balance of the sold currency into such Nominated Account not later than one Working Day before the Maturity Date of the particular Forward Trade. piagi reserves the right to make a Margin Call to re-establish the Margin to the original percentage level agreed for the particular Trade if the Margin subsequently falls below that threshold. piagi reserves the right to make a Margin Call in excess of the original percentage level agreed for any particular Trade. In the event of a Margin Call being made the Client shall pay all those monies required pursuant to the Margin Call in cleared funds into the Nominated Account within twenty four (24) hours of piagi first requesting the Margin Call from the Client. The Client's failure to do so shall be a fundamental breach of the terms of the Trade in question and shall entitle piagi, without prejudice to any other remedy available, to immediately and without notice to the Client terminate the Trade without liability. The Client acknowledges any margin paid under a trade may be forfeited by the Client if the trade is terminated due to any fault of the Client including but not limited to: On the value date or in the event that the Trade is closed prior to the value date, on the instruction of the Client; The Client is in breach of any of the conditions; all funds provided by the Client under an agreement (whether as security or otherwise) may be appropriated by piagi should it incur any liability, is exposed to increased market risk (at the discretion of piagi) in respect of any trade or in the event that the Client is unable to pay its debts or fails to comply or breaches these conditions. In the event of a Same Day Trade the Client shall pay the sale currency into a Nominated Account specified by piagi by no later than the relevant time stipulated by piagi. The Client confirms that all payments due to piagi in relation to a trade shall be made in full without any set-off; counter claim, deduction or withholding of funds whatsoever. piagi reserves the right to deduct from any payment to be made to the Client under the trade such amounts as may be required to be deducted by law, including without limitation taxation, or any other sums such as bank charges that may be incurred by piagi in fulfilling its obligations under the trade. At all times payment shall become due and payable as set out on the Trade Confirmation and is not contingent on a Client's receipt of the same. In the event that a Client's payment is dishonored, not met on first presentation or stopped for whatever reason, piagi shall charge an administration charge in respect of each such payment made. The administration charge will be payable by the Client within 24 hours of piagi's request and reserves the right to withhold payment under the trade until such charges are received by the Client. If the Client fails to make, in full or in part, any payment of the currency sold, as and when such payment becomes due and payable under a trade, the amount outstanding of the currency sold shall bear interest from the maturity date at a rate of 10% per annum over the base rate of the Bank of England as adjusted from time to time. Such interest shall accrue and be calculated daily from the Delivery Date until the date of payment. piagi assumes no responsibility whatsoever for any delay in payment under a trade caused by the Client or any other third party, including without limitation bank, postal delay and/or delay caused due to accident, emergency or Act of God. For the avoidance of doubt, the Client accepts that it is their sole responsibility to ensure that all payments required under a trade are made promptly and within the time limits specified therein. piagi shall not be obliged to fulfill any of its obligations under a trade until it has received confirmation from its bank that the Currency Value has been credited as cleared funds.
4. Representations by the Client
All information supplied to piagi is, or at the time it is supplied, will be true and accurate in all material respects and the Client will not omit or withhold any information which would render it false or inaccurate in any material respect. The Client will provide to piagi upon request such information regarding its financial and business affairs and identity in relation (without limitation) to any obligations imposed on regulated investment businesses under the United Kingdom Money Laundering Regulations Act 2007.
5. Disputes
If at any time a dispute arises between piagi and the Client relating to the terms of a trade (a "Disputed FX Trade"), piagi may at any time, in its absolute discretion and without prior notification to the Client close-out the Disputed FX Trade or take whatever other action piagi deems appropriate in relation to its obligations thereunder. piagi will endeavor to notify the Client (orally or in writing) as soon as possible thereafter of any action it has taken but any failure by piagi to give such notice will not prejudice the validity of such action. The liability of the party found to be at fault in respect of any Disputed FX Trade shall not exceed the actual amounts due under the Disputed FX Trade together with interest accrued at the rate of 10% above the Bank of England base rate as adjusted from time to time. Any recording or transcript of telephone conversations, which are made between the parties, may be relied on to assist in resolving any dispute that may arise between piagi and the Client.
6. Termination
piagi shall have the right to terminate a trade and take whatever action it deems necessary (including but not limited to closing-out all or any part of a trade), upon or at anytime after the happening of any of the following events of default by the Client without giving prior notice: A failure by the Client to comply with their material obligations under a trade (including but not limited to a breach of the representations and warranties made by the Client under Clause 4 above); Where the Client is an individual: The death of the Client; 2 the Client becomes of unsound mind or suffers from a mental disorder and is admitted to hospital in pursuance of an application for treatment under the Mental Health Act 1983 or has an order made by any court having jurisdiction in matters of mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs; whether in the United Kingdom or elsewhere, the Client suspends payment of its debts, make any composition with its creditors, suffers a Receiver of some or all of its assets to be appointed, takes or has any proceeding taken against it in bankruptcy or takes or suffers any steps to be taken for its winding up other than for the purposes of amalgamation or reconstruction; If the Client becomes aware of the occurrence of any of the events of default referred to in clause 6 above, it shall give notice to piagi of such event forthwith. piagi may terminate an FX Contract forthwith if it becomes or may become unlawful for piagi to maintain or give effect to all or any of the obligations under that contract or otherwise to carry on its business or if piagi or the Client is requested to close-out and terminate a trade (or any part thereof) by any regulatory authority whether or not that request is legally binding.
7. Limitation of Liability and Indemnity
piagi shall not be liable to the Client for the nonperformance of piagi' obligations under a trade or the failure to execute any trade in accordance with the instructions of the Client by reason of any cause beyond reasonable control of piagi. The limitation of liability and indemnity is on the basis that the Client is aware of the volatile nature of the currency markets. The Client hereby indemnifies piagi and keeps it indemnified from and against all liabilities, damages, losses and costs (including legal costs) duties, taxes, charges or commissions incurred or suffered by piagi in the proper performance of its services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality of such indemnity, against all amounts which piagi may certify to be necessary to compensate it for all costs, expenses, liabilities and losses sustained or incurred by piagi (including but not limited to piagi' loss of profit and any loss or expenses which piagi may suffer or incur in taking such action as piagi in its sole discretion consider necessary or appropriate in the circumstances to cover, reduce or eliminate its exposure in respect of any trades where the Client fails to honor their obligations hereunder) as a result of: Default by the Client in making any payment under a trade or any other material breach by the Client of their obligations thereunder; piagi effecting and taking all and any action and steps whatsoever to carry out the terms of any telephone instruction from or purporting to be from a person duly designated or authorized by the Client; or piagi exercising its rights under a trade to close-out all or any part of it before its applicable Maturity Date. piagi will not be liable to the Client for any claim arising as a result of a currency fluctuation between the Trade Confirmation and the Maturity date, or as a result of the Client's noncompliance on the trade. The indemnity provided under clause 7 shall survive termination of the terms of a trade.
8. No Waiver
No failure on the part of any party in exercising, and no delay on its part in exercising, any right or remedy under a trade shall operate as a waiver thereof. The rights and remedies provided in a trade and the indemnities contained under Clause 7 are cumulative and not exclusive of any rights or remedies provided by law.
9. Telephone Recordings
The parties agree and consent to the recording of telephone conversations between the parties with or without an automatic tone warning device. The Client acknowledges that the use of such recording as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties. Any such recording(s) or transcript(s) of the same made by piagi may be destroyed by piagi in accordance with its normal procedure.
10. Data Protection
piagi reserves the right to use a reference scoring system to assess this application and to verify your identity. We shall search your records at reference agencies who shall supply us with reference information as well as information from the Electoral Register. The agency used will record details of the search. piagi also reserves the right to check your information with fraud prevention agencies and if fraud is suspected this will be recorded.
11. General
This Agreement, including these terms, constitutes the entire Agreement and understanding of the parties and supersedes all oral communications and prior writing relating to it; provided that neither party shall benefit from excluding liability for fraudulent misrepresentation or fraud. The Client acknowledges and consents that piagi may amend these terms from time to time and without prior notification to the Client although the Client will have access to the most up to date version of the terms of business under which piagi operates via its website www.piagifx.com and the Client confirms and acknowledges that it is their responsibility to review the terms of business from time to time via this medium,. Any such amendment/variation shall be binding. Any such amendment/variation shall not be retrospective or affect any rights or obligations that may already exist. Should any provisions of these Conditions be deemed unenforceable or illegal, the remaining provisions and the remainder of the provision in question will nevertheless continue in full force and effect. The Client may not assign or otherwise transfer the benefit of any Agreement without the express written consent of piagi. piagi may without notice to the Client assign and/or novate its rights and/or obligations under these terms to any third party and the Client hereby consents without reservation to any such assignment or novation. Failure by either party to exercise, and any delay, forbearance or indulgence by either party in exercising, any right, power or remedy under these terms shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. In the event of any of the provisions of these terms being in conflict with other documentation produced pursuant to an Agreement then these terms shall prevail. It is a precondition to a person becoming a Client of piagi that piagi receives the following documentation: Completed Application Form with supporting documents required by piagi provided to the Client for the purposes of opening an Account. Please note that piagi can decline to open an Account without giving any reason for its decision.
12. Governing Law
This Agreement shall be governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales.
Issued on 13/02/2010 10:39:42