If you are a business customer these terms constitute the entire agreement between us in relation to your order. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.2. Who can use our services
2.1 You must be 18 years or over. If you are an individual, you must be 18 years or older to use our services and by completing a currency exchange account application and/or order you declare that you are 18 years or older. We may ask you at any time to show proof of your age.
2.2 You must have authority to bind your business. If you are a business customer, you confirm that you have authority to bind any business or entity on whose behalf you use our services, and that business or entity accepts these terms.
2.3 Your use of our services must not violate any applicable laws. You commit to us that your use of our services does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.3. Glossary
3.15 Limit order: has the meaning given in clause 7.2.
The definitions and rules of interpretation in this clause apply in these terms as follows:
3.1 Account: the bank account notified by you to us into which any sums due from us to you pursuant to any order will be paid.
3.2 Authorised user: is any person you notify us, in writing, and who we accept has authority to act on your behalf.
3.3 Business day: a day other than Saturday, Sunday or a public holiday in England.
3.4 Business hours: 9.00 - 17:00 on a business day.
3.5 Client money: money held by us on your behalf, which will be held in a designated client account, segregated from our money and not used as business expenditure unless specifically set out in these terms.
3.6 Client nominated account: the bank account nominated by us from time to time into which the sale currency will be paid.
3.7 Contract: individual orders that have been accepted by us.
3.8 Contract note: the written document setting out the details of an order that will be sent to you following order confirmation.
3.9 Currency exchange account application: the application completed by you, which application shall be part of these terms and upon which application it will be in our sole discretion whether to accept you as a customer and thereby agree to provide you with foreign exchange services.
3.10 Direct investment: capital investment in an enterprise, either directly or through a holding company, for the purpose of acquiring a long term interest and significant control over the management of that enterprise.
3.11 Electronic platform: the electronic trading platform used by us to provide the services.
3.12 Forward contract: an order where the value date is later than two business days after the order. This is a contract conferring the obligation to buy or sell a specified amount of currency within a predetermined point in time.
3.13 Goods and services: all goods and services including but limited to intellectual property, such as computer software and patents, and land.
3.14 Good till cancelled: an order which remains valid until cancelled by you.
3.15 Limit order: has the meaning given in clause 7.2.
3.16 Margin: a deposit or advance payment required in relation to a forward transaction.
3.17 Margin call: a request by us to you to provide additional amounts (not exceeding the full amount of the sale currency) as we may reasonably require on account to cover adverse exchange rate movements between the date of the contract and the value date.
3.18 Margin nominated account: the bank account nominated by us from time to time into which the margin will be paid.
3.19 MiFID exempt forward transaction: a forward transaction that is entered into as a means for facilitating payment for identifiable goods and services or direct investment, where the client is not a financial counterparty (as defined in Article 2(8) of the European Market Infrastructure Regulation) and which is settled physically unless otherwise permissible under the regulations or the Market in Financial Instruments Directive II.
3.20 Order: your oral, electronic or written instruction for us to perform a spot transaction, forward transaction, stop loss order, limit order.
3.21 Order confirmation: when we confirm the details of the order to you by telephone, electronically or in writing.
3.22 Sale currency: the sums in a designated currency payable by you to us in respect of an order including, without limitation, any margin or margin call.
3.23 Spot contract: a contract conferring the obligation to buy or sell a specified amount of currency where the value date is two business days after the order.
3.24 Stop loss order: has the meaning given in clause 7.1.
3.25 Regulations: all laws and regulations from time to time in force relating directly or indirectly to the buying or selling of currency including, without limitation, the Money Laundering Regulations 2017, the Proceeds of Crime Act 2002 and the Payment Services Regulations 2017.
3.26 Value date: the date specified in the contract note by which you must have transferred the sale currency to the client nominated account.
3.27 Websites: http://www.fairfx.com
4. Getting to know you
4.1 Customer due diligence
We are required by law to carry out all necessary security and customer due diligence checks on you (including any parties involved in your transaction for example, your recipient) in order to complete any orders for you. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew the information we hold or in the event of a dispute relating to these terms.
4.2 Information must be accurate
All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We will not be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.5. Our contract with you
5.1 Account application
The completion of the currency exchange account application and the submission by you of the supporting documents is a prerequisite to being entitled to make use of any of our services, including any online services. Upon your successful currency exchange account application, which remains in our sole discretion to approve, we will provide facilities for you to buy and sell currency on the terms as herein set out
5.2 Instructions to place orders
The only persons authorised to give us instructions on your behalf are those notified by you to us, as varied by written notice to us. We shall not be bound by any such variation until we have received it and reserve the right to seek confirmation of that order before being bound by it where we deem this appropriate. You authorise us to act in accordance with all orders that we may receive at any time and which, in our opinion come from an authorised person.
For telephone orders we will check the authority of the caller by requesting the caller to give his or her name and provided that the name given is that of an authorised person, we are entitled to assume that the caller has full authority to place an order.
5.3 How we will accept your order
Our acceptance of your order will take place either verbally or in writing. You may agree either verbally or in writing when, at which point a contract will come into existence between you and us.
5.4 If we cannot accept your order
If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because of trade limits, authorisation, risk or compliance issues. We will not be liable for any loss or damage incurred by you or any other party if we do not accept your order.
5.5 Your order number
We will assign an order number to your order which will be contained in the contract note. It will help us if you can tell us the order number whenever you contact us about your order.
5.6 Relying on your own judgment
When making an Order or entering into any Contract you rely solely on your own judgement. If we provide you with information concerning any matter including (without limit) the foreign exchange markets, it is on a voluntary basis and we do not accept responsibility for the accuracy or completeness of such information or assume any duty of care in relation to it.
5.7 Currency fluctuations
We will not transfer to you any funds representing the benefit of any fluctuation in currency arising after a contract has been entered into as this may be outside commercial purposes and, if so, unlawful.
5.8 In entering into a contract under these terms, you understand that:
(a) late arrival of funds may result in next day or deferred delivery;
(b) any forward transactions will be subject to daily margin requirement;
(c) we cannot predict future exchange rates;
(d) we will only accept payment directly from client authorised and approved bank accounts unless otherwise specified and agreed with us.
5.9 When your order is received
If your order is received by us after 5pm on a business day or not on a business day, your order will be deemed received on the following business day.6. Providing the products
6.1 When we will provide the products
We will provide the currency to you within one business day after we receive payment in full in accordance with the Order.
6.2 We are not responsible for delays outside our control
If our supply of the currency is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
6.3 What will happen if you do not give required information to us
We will need certain information from you so that we can supply the currency to you, for example, the information required by the currency exchange account application. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 15 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the currency late or not supplying any part of it if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
6.4 Reasons we may suspend our services
We may have to suspend our services to:
(a) deal with technical problems or make technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see clause 12.)
6.5 Your rights if we suspend our services
We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for an order if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.7. Stop loss orders and limit orders
7.1 Stop loss order
A stop loss order is a conditional order that will become either a spot transaction or forward transaction (in accordance with the contract note) if the target currency sells at or below the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the contract note).
7.2 Limit order
A limit order is a conditional order that will become either a spot transaction or forward transaction (in accordance with the contract note) if the target currency sells at or above the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the contract note).8. Price and payment
8.1 Where to find the price for your order
We will let you know the applicable exchange rate at the time when you set up your order. As long as we receive sufficient money from you by the time specified in clause 8.4 below we will convert your money using that exchange rate. We use our best efforts to ensure that the exchange rate advised to you is correct. However please see clause 8.2 for what happens if we discover an error in the exchange rate of your order.
8.2 What happens if we got the price wrong
It is always possible that, despite our best efforts, there may be an error in the exchange rate in your order. We will normally check exchange rates before accepting your order so that where there is an error in the exchange rate communicated to you, we will contact you for your instructions before we accept your order.
8.3 We reserve the right to reissue the contract note to correct any inadvertent mistake, error or omission and we agree to do so promptly as soon as it comes to our attention.
8.4 When you must pay and how you must pay. We accept payment with various methods as confirmed to you in your contract note. When you must pay depends on what type of order you are making:
(a) for spot transactions, we must receive payment of the sale currency in full from you into the client nominated account no later than 5pm on the value date; and
(b) for forward transactions:
(i) you will immediately (in the normal course of events within 24 hours after the order is placed unless otherwise agreed) pay into the margin nominated account in cleared funds a Margin as determined in accordance with clause 8.5(b) below or such other percentage as we may specify at our sole discretion;
(ii) we must receive payment of the sale currency in full from you into the client nominated account no later than 5pm on the value date of the particular forward transaction.
The provisions of this clause 8.5 apply to forward transactions.
(a) We may in our absolute discretion, at any time before or after we agree to enter into a Contract, require you to provide us with a Margin. You acknowledge that this money will not generally be covered by the safeguarding requirements in regulation 23 of the Payment Services Regulations 2017 and agree that the principles set out in this clause 8.5 will apply;
(b) In assessing the sum to be requested as margin we will, acting reasonably, use our discretion in making a determination of the risk of the trade and request an appropriate sum, given the risk determination, as margin for that forward transaction;
(c) We will hold the margin for you in a segregated client account. You are still the beneficial owner of this money until such point in time as we incur any costs, losses or liabilities in connection with or arising out of your order(s) including, without limit, liabilities we incur with third party currency dealers, exchanges, brokers, banks or similar entities. Then we will become the beneficial owner of that proportion of the money, held as margin, equal to our costs, losses, or liabilities, without notice or demand by us;
(d) We reserve the right to transfer the margin to our counterparty bank or third party provider as margin to cover the corresponding forward transaction entered into.
(e) We reserve the right to make a margin call to re-establish the margin to the original percentage level agreed for the particular order if the margin subsequently falls below an acceptable threshold for that order;
(f) All margin calls must be paid within 24 hours of our first communicating the margin call to you;
(g) The margin will vest automatically in us in any of the following circumstances:
(i) on the value date;
(ii) if you breach any material term of these terms;
(iii) in the circumstances set out in clause 15.1(e).
(h) We may also offset any margin(s) or other monies we are holding in respect of any one of your orders, against any costs, losses and/or liabilities that we incur in connection with or arising out of any other order you have with us;
8.6 Customer errors
We accept no responsibility in the event that you send currency to any account other than the client nominated account.
8.7 Business Hours
Banks have specified cut off times for the receipt and dispatch of electronic payments. We accept no responsibility for any consequence attributable to the arrival of late funds or instruction of payment after the relevant cut off times. If we receive funds outside of our business hours they will be deemed received the following business day.
8.8 Appropriation of funds
All funds provided by you under an order (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any transaction or in the event that you are unable to pay sums due to us or breach of these terms.
8.9 Payments to third parties
We may, at our discretion, make payments to third party introducers.
We will not be obliged to pay you interest on any margin or client money held by us on your behalf.
8.11 Our right of set-off
You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.12 We are not a currency trading platform
Accordingly, you should not use our services for this purpose (including sending us multiple orders without the intention of completing all the orders). If we detect that you are using our services for this purpose, we may, at our option, set a limit on the number of orders you may send to us or refuse to accept any further orders from you.9. Use of our online services
9.1 This clause applies if you make orders on our electronic platform or such other platform we may elect for our customers to use from time to time.
Upon our approval of your request to access the electronic platform, we grant you (and your authorised users) a non-exclusive non-transferable licence to use the electronic platform to make orders.
9.3 Interruption of services
You acknowledge that due to the nature of the internet and electronic communication there is a risk that communications may not operate free from error or interruption. We shall not be liable for:
(a) any error or interruption in communications; or
(b) any losses or delays in the transmission of instructions caused by any ISP or software failure; or
(c) for any breaches of security of the electronic platform beyond our reasonable control.10. Warranties, representations and undertakings
10.1 You warrant and represent to us on a continuing basis that:
(a) you are acting as a principal and not as another party’s agent or representative;
(b) you are not prevented by any legal disability or subject to any law or regulation that would prevent you from performing your obligations under these terms and any related transactions contemplated by them;
(c) you have all necessary consents and have the authority to enter into an agreement under these terms and subsequent orders or other transactions contemplated by them (and if you are a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents);
(d) you comply with all relevant laws, regulations, exchange control requirements and registration requirements;
(e) you will take risk in and ownership of the purchased currency upon payment of the full amount of the sold currency as directed by your instructions contained in the relevant order;
(f) if the contract is a forward transaction it is a MiFID exempt forward transaction;
(g) if you are a business customer, all orders are placed in pursuance of your usual trade or business; and
(h) if you are a business customer, all orders will be for commercial purposes only and not for currency speculation and not for investment business.
10.2 You undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of your corporation changes by more than 10%.11. Your rights to make changes
11.1 Contacting us to make a change
If you wish to make a change to your order please contact us at email@example.com
. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.12. Our rights to make changes
12.1 We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and/or
(b) to implement technical adjustments and improvements, for example to address a security threat.13. Your rights to end the contract
13.1 Under the Financial Services (Distance Marketing) Regulations 2004, you do not have any right to cancel any FX Contract.
You may have a right to end the contract depending on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get a service re-performed or to get some or all of your money back);
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 13.2;
(c) In all other cases (if we are not at fault), see clause 13.4.
13.2 Ending the contract because of something we have done or are going to do
If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 12);
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a significant period; or
(e) you have a legal right to end the contract because of something we have done wrong.
13.3 Ending the contract where we are not at fault and there is no right to change your mind
Even if we are not at fault, you may still be able to end the contract before it is completed, but this may be subject to deductions and/or you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault, just contact us to let us know. If this is possible, the contract will end and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.14. How to end the contract with us
14.1 Tell us you want to end the contract. To end the contract with us, please let us know by calling customer services on +44(0)20 7778 9350 or in writing to firstname.lastname@example.org.
14.2 When your refund will be made
We will make any refunds due to you as soon as possible.15. Our rights to end the contract
15.1 We may end the contract if you break it
We may at any time end the contract for an order and/or close out all or part of any order from the market and/or amend the order to reflect a change in the exchange rate by writing to you if:
(a) you do not make any payment to us when it is due in accordance with these terms;
(b) you are in material breach of these terms or fail to comply with your obligations in respect of a order;
(c) you are or we have reason to believe you are in breach of any relevant statute, regulation or regulatory regime;
(d) it becomes unlawful for us to perform the services;
(e) you become unable to pay your debts as they become due or have a bankruptcy petition presented against them or you propose a form of composition or arrangement to its creditors or if you cease or threaten to cease to carry on all or a part of your business;
(f) any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;
(g) we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;
(h) we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity; or
(i) we consider that a forward transaction is not or ceases to be a MiFID exempt forward transaction.
15.2 Your obligation to notify us
If you become aware of the occurrence of any event referred to in clause 15.1, you must give us immediate written notice.
15.3 You must compensate us if you break the contract
If we end the contract in the situations set out in clause 15.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.16. If there is a problem with your order
16.1 How to tell us about problems
If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at +44(0)20 7778 9350 or write to us at email@example.com
or 3rd Floor Vintners’ Place, 68 Upper Thames Street, London, EC4V 3BJ.17. Our responsibility for loss or damage suffered by you whether you are a consumer or a business
17.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.
17.2 We are not liable for technological attacks. We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programs, data or any other electronic device related to your use of our services.
17.3 We have no control over websites linked to and from our website. We assume no responsibility for their content or any loss or damage that may arise from your use of them.
17.4 Both parties recognise that orders that are activated are filled at the best possible rate and on a best efforts basis, and are not guaranteed at the rate at which they are entered. There is therefore a risk that such orders may be executed on less advantageous terms.
17.5 It should be recognised that any order is entered at your risk and that we shall not be liable for any errors in such payment requests entered by you. Should any errors occur due to the incorrect inputting of data by you, we shall endeavour to retrieve such funds on the basis that any costs incurred in this retrieval shall be paid by you. We shall not be liable for any loss of interest or any subsequent cost or loss as a result of the order being misdirected to the incorrect recipient.
17.6 Orders given by email or other internet communication are not secure and are sent at your own risk. Where an order received by email or other internet communication is later found to be incorrect or to have been intercepted by a third party and altered, the liability for any loss resulting from such incorrect or altered order shall remain with you.
17.7 Cybercrime Alert: Emails and Bank Details
(a) There is a significant and increasing risk posed by cyber fraud, specifically with the interception of email accounts and bank account details;
(b) Please be extra vigilant when making payments and ensure you are only making payment to bank details you have been provided with from an official authorised contact at FairFX;
(c) For confirmation of such details please call a member of our team directly.18. Our responsibility for loss or damage suffered by you if you are a consumer
18.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
18.2 We are not liable for business losses. If you are a consumer we only supply the products to you for domestic and private use. If you use the products for any commercial, business or resale purpose our liability to you will be limited as set out in clause 19.
18.3 Our liability to you for unauthorised payments or our mistake. In case of an unauthorised payment or mistake due to our error, we shall at your request immediately refund the payment amount including all fees deducted by us. This shall not apply:
(a) where the unauthorised payment arises from your failure to keep the personalised security features of your account safe in which case you shall remain liable for the first GBP 35 unless section (c) below applies;
(b) if you do not quickly notify us of security issues on your account (e.g. loss of your password), you remain liable for losses incurred up to your notification to us;
(c) if the transaction was unauthorised but you have compromised the security of your account with intent or gross negligence in which case you shall be solely liable for all losses; or
(d) if you do not let us know about the unauthorised or incorrectly completed transaction within 13 months from the date when you sent your order.19. Our responsibility for loss or damage suffered by you
19.1 Subject to clause 17.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss, management time, contracts, goodwill and anticipated savings even if such loss was reasonably foreseeable arising under or in connection with any Contract between us; and
(b) we shall not be liable for any claim that arises as a result of currency fluctuation between the Order Confirmation and the Value Date or as a result of your non-compliance with these terms or caused by the failure or delay of any third party in the transmission, provision or delivery of any service;
(c) you will be liable for any losses incurred in respect of;
(i) unauthorised payments arising from your failure to keep the personalised security features of your account safe;
(ii) you not notifying us promptly of security issues on your account (e.g. loss of your password);
(iii) you compromising the security of your account; or (iv) you failing to inform us about an unauthorised or incorrectly completed transaction within 13 months from the date when you sent your order.
(d) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500,000.
19.2 Additional costs
You will indemnify and keep us indemnified against all losses and liabilities (including without limitation legal costs) incurred by us in the proper performance of your order or in the enforcement of our rights hereunder and, in particular, losses and liabilities incurred as a result of:
(a) any default in payment by you of any sum due under a Contract or any other breach of these terms;
(b) our carrying out your instructions; or
(c) our exercising of our rights of suspension.20. Other important terms
20.1 We may transfer this agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
20.2 You need our consent to transfer your rights to someone else
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
20.3 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.
20.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms 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.
20.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this 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 provide the products, we can still require you to make the payment at a later date.
A waiver of any right under these terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Any money remittance transactions carried out by us are subject to the regulations. If you require any information on the Regulations or have any questions regarding the impact of the Regulations on your rights and obligations under these terms, such questions should be addressed directly to our compliance team at firstname.lastname@example.org
20.8 Money Laundering
To comply with the requirements of the regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity in our records. If satisfactory evidence is not provided we cannot accept your instructions. We are also obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you as far as confidentiality is concerned. If we are required under the regulations to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.
20.9 Recording of conversations and record keeping
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.
(a) 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 except as permitted by clause (b) below;
(b) each party may disclose the other party's confidential information:
(i) to its 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 agreement. 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 22.10; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) 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 agreement.
20.11 No partnership or agency
Nothing in these terms is intended to or shall operate to create a partnership between the parties, 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).
20.12 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
20.13 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.