MERCURY FX

AGREEMENT AND TERMS AND CONDITIONS OF TRADING

1.1 Mercuryfx provides facilities for the buying and selling currency for commercial purposes. This means that we cannot trade with you, the client, if you are seeking to profit on currency movements without having a genuine reason for requiring an exchange of currency, such as a contract to purchase property, goods or services.

1.2 Mercuryfx deals with clients on an execution only basis. We may provide you with information about currency markets and related matters but we do not provide advice on the merits of a proposed transaction or on taxation implications or any other advice. Any decision you make to buy or sell currency is based on your judgment alone. It is your responsibility to familiarise yourself with, and you are deemed to have full knowledge of, the products or services you are buying.

1.3 All our transactions with you will be on the basis of the terms and conditions contained in this Agreement and any other documentation referred to herein.

2.1 ‘Contract’ means a contract entered into in the manner described in clauses 4.1 and 4.2 of this Agreement.

2.2 ‘Deposit’ means a forward payment of, usually, 10% of the value of your Contract(s). This is to provide us with security in respect of the risk we are incurring on your Contract(s) prior to you making payment.

2.3 ‘Limit Order’ means when you ask us to buy or sell currency when a better rate of exchange is reached than that which is immediately available.

2.4 ‘Losses’ means expenses, costs, liabilities and loss of profit or anticipated profits or liabilities.

2.5 ‘Obvious Error’ means where the exchange rate quoted to you wrongly quoted to you at the time of entering into the contract such that the contract would result in a loss to us.

2.6 ‘Stop Loss Order’ means when you ask us to buy or sell currency when the exchange rate falls to a certain level.

2.7 ‘Value Date’ means the date when your Contract matures and the currency is ready for delivery.

2.8 ‘Working Day’ means Monday to Friday excluding UK public holidays.

3.1 We must receive an original copy of these Terms and Condition and an Agreement signed by a Director of the Company or (if you are not a company) someone of equivalent authority. We must also receive details as specified in the Agreement and the signature(s) of person(s) authorised to act on your behalf and who may enter into legally binding contracts on your behalf. We will use these signature(s) as specimens to validate signature(s) on any written instructions that we receive from you.

3.2 Written or verbal instructions from any one or more of the authorised persons will be binding on you, the client.

3.3 If we believe in good faith that instructions are from you, you agree that we may accept the instructions as being genuine whether or not they are actually from you and you authorise us to act on those instructions.

3.4 Instructions may be given to us by fax or email but you agree that this will be entirely at your own risk and you agree to indemnify us and keep us fully indemnified against any losses that we may incur as a result of accepting instructions sent by fax or email whether from you or purporting to be from you and which are honestly believed by us to come from you. We shall be under no duty to challenge or make any enquiries concerning any instructions sent by fax or email that we believe in good faith to be genuine instructions from you.

3.5 Once you have signed this Agreement, returned it to us and we have verified your identity and we are reasonably satisfied as to the legitimacy of your purpose for requiring the currency, you will be able to make a contract to buy or sell currency subject to our agreement.

3.6 We are not obliged to accept any order to buy or sell currency nor to give a reason for refusal. Such refusal will not result in our having any liability to you or any other person.

3.7 Once you have made a Contract, except as provided for in clause 4.2 or in the case of a Obvious Error it cannot be cancelled, rescinded or amended with the consent of both parties.

3.8 If you breach your Contract, you will be liable for any losses we incur in taking such action as we consider necessary or appropriate in the circumstances to cover, reduce or eliminate our exposure to loss in respect of such a breach of the Contract.

4.1 When giving instructions in person, by telephone or in writing, once you have been quoted an exchange rate that is acceptable to you and you have confirmed you wish to buy or sell currency at that rate, then, except in the case of a Obvious Error, should our dealer accept your order and advise you of the same a contract will exist between you and us to buy or sell the relevant currencies at the quoted exchange rate on and subject to these Terms and Conditions.

4.2 Where you ask for a Limit Order or Stop Loss Order in respect of an exchange rate that is acceptable to you and our dealer accepts your order and advises you of the same, a Contract will exist between you and us. When you place a Limit Order or Stop Loss Order, whilst we shall endeavor to achieve the rate you specify, we do not guarantee that we will be able to do so. You may cancel a Limit Order or Stop Loss Order at any time up until the exchange rate that you specified is achieved. Where we do achieve the rate specified, you are bound by the Contract and will no longer be able to cancel it.

4.3 We are not obliged to do so but will seek to ensure that we send you a Contract Note, usually within 24 hours of you making the Contract, which will set out the details of and which is evidence of the Contract you have entered into with us. It is your obligation to inform us where you wish us to send the currency you have bought. You should send such information to us as soon as possible and must do so before the Value Date of your Contract. Whether or not you receive the Contract Note you are still bound by the Contract. If you have not received the Contract Note within 48 hours of making the Contract, you should contact us to notify us of your payment details.

5.1 After we have received cleared funds from you, the currency you have bought will be sent by electronic transfer to the destination you specify. We will seek to do this at the time you specify but we offer no warranty as to the time of any transfer.

5.2 You agree to send us payment so as to be cleared funds in our account on or before the Value Date

5.3 If applicable you will also inform us of the destination to which you wish payment to be made to as referred to in clause 4.3 above

6.1 For Forward Contracts we will require you to provide us with a Deposit.

6.2 We will hold the Deposit on trust for you until such time as we incur any Losses in connection with or arising out of your Contract(s). As soon as we incur any such Losses, we will become the beneficial owner of that proportion of the Deposit, equal to our Losses, without notice or demand to you from us. We may also offset any Deposit(s) or other monies we are holding in respect of any one of your Contracts, against any Losses that we incur in connection with or arising out of any other Contract you have with us. Should our risk increase for any reason you agree to pay us additional money to cover our risk and you shall accept our assessment on the level of our risk, save in the case of an obvious error.

6.3 Where you ask us to provide you with a Value Date later than that originally agreed, should we do so the Contract will be marked to market value at that time and you will be liable for any Losses that we incur. We are under no obligation to allow this service.

7.1 We will charge you for any transfer fees or other reasonable costs that we incur but do not charge a commission. We may deduct these fees and costs from any money we are holding for you.

7.2 No interest is payable on any money or Deposit held by us on behalf of a client.

8.1 The law requires us to know our client and the nature of their business. This means we have to obtain proof of your identity. We also have to know that you are exchanging currency for a legitimate business purpose and not speculatively. You agree to provide us with any information and documents reasonably required by us in order to fulfill our legal obligations.

8.2 When signing this agreement and entering into any Contract you warrant that you are acting on your own behalf, for a genuine reason (as explained in clause 1.1 above) and the currency that you wish to sell is legally and beneficially yours and has not been obtained by illegal means. You also warrant that the information that you provide to us is accurate, that you will not withhold any material information from us and you will provide us with any information that we may reasonably require.

8.3 You also agree to advise us of your contact details, including your business address, and any changes to such details. If you fail to provide us with any changes to such details, you agree that we may serve documents at the last address you provided to us and that such service shall be effective.

8.4 You also warrant that by making a Contract under these Terms and Conditions you will not be in breach of any law in any pertinent jurisdiction.

9. We may record any of our telephone conversations with you and with or without a warning and we may use these recordings as we see fit including (but not limited to) for our quality control and training programmes and as evidence of Contracts entered into and in relation to any disputes.

10. We may terminate any Contract if you fail to make payment when due; you are otherwise in breach of the terms of this Agreement and you do not remedy the breach within a reasonable time after being notified of our requirement to remedy it; we reasonably feel you will be unable to fulfill your obligations under any Contract; for us to continue any Contract would expose us to a liability against which we are not protected or we are required to do so on the instruction of any law enforcement agency or other body with appropriate authority. If we are legally required to do so, we may retain all or any of your money and then deal with it as ordered. If we terminate the Contract in any of the circumstances above, you will be liable for any Losses that we incur.

11.1 If we are in breach of our obligations under this Agreement we will only be liable to you for the loss of the currency we transfer in accordance with clause 5.1 where it does not reach the destination you specify as a result of our gross negligence.

11.2 Except as set out in clause 11.1, we will not otherwise be liable to you. This limitation includes but is not limited to indirect or consequential losses, loss or anticipated loss of profits, savings, contracts or business, special damages and additional costs or losses incurred by you. This limitation also applies any such which arise under contract or statute or from a negligent or other act or omission by us and to the fullest extent permitted by law and whether or not the costs, losses or damages were within the contemplation of either of us on or at any time after you sign this Agreement. Your statutory rights otherwise remain unaffected.

11.3 We are not liable for the act or omission of any third party.

12.1 You will indemnify us against all Losses that we incur as a result of accepting your orders to buy or sell currency or us carrying out your instructions or instructions that purport to be from you, whether given by telephone, fax, post, email or otherwise.

12.2 You will indemnify us for all Losses incurred as a result of terminating a Contract in accordance with clause 10 above.

12.3 In respect of amounts due and payable to us under this clause, we may charge interest at 4% per annum above the from time to time prevailing base rate of National Westminster Bank plc.

12.4 In respect of any money due to us in respect of any Contract, we may offset our Losses against money we are holding for you.

13.1 Should we terminate any Contract made under this Agreement in accordance with clause 10, your liability to indemnify us under clause 12 shall not terminate.

13.2 Except where otherwise specifically stipulated, notices served under this Agreement may be sent by (a) special delivery post to the respective addresses of the parties contained in this Agreement (or as otherwise advised between the parties) in which case delivery will be deemed to have taken place one Working Day after posting and proof of posting shall be proof of delivery; or by fax or email to the numbers or email addresses set out for each party on this Agreement (or as otherwise advised between the parties) in which case delivery will be deemed to have taken place on the next Working Day following sending and proof of sending shall be proof of delivery. Notices sent to us should be made for the attention of the Managing Director. Notices sent to you will be addressed to a Director or the usual point of contact.

13.3 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

13.4 We may amend these Terms and Conditions or any part of the Agreement at any time, in which case we shall notify you. The amendments shall apply from the date of we specify but shall not be retrospective and shall not affect any rights or obligations that have already come into existence.

13.5 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement..

13.6 This Agreement is personal to you and may not be charged or transferred by you to anyone else.

13.7 Should we decide to waive or delay enforcement of any right that we have under this Agreement, this shall not prohibit us from enforcing that or any other right subsequently. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

13.8 Should any of the terms and conditions of this Agreement be in conflict with any other documentation or information that we have provided to you in connection with any particular Contract, then these terms shall have priority unless specifically agreed by us in writing that such other documentation and information shall have priority in whole or in part.

13.9 This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

13.10 The validity, construction and performance of this Agreement shall be governed by English Law. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts to which the Parties to this Agreement submit.

13.11 In this Agreement unless the context otherwise requires:

• words importing any gender include every gender;
• words importing the singular number include the plural number and vice versa;
• words importing persons include firms, companies and corporations and vice versa;
• references to numbered clauses are references to the relevant clause in this Agreement;
• any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
• any Party who agrees to do something will be deemed to fulfill that obligation if that Party procures that it is done;
• any sum payable by one party to the other will be exclusive of VAT which will, where it is chargeable, be paid in addition to the sum in question at the time when the sum in question is due to be paid;

14. We comply with data protection law and we will only use your personal information disclosed to us only as allowed by the law. We use your personal information only to allow us to provide our services to you and to assess our risks in providing those services. A record of this process may be kept and may also be passed to financial and other organisations to prevent fraud. It you have been referred to us by a third party, we may also provide them with information relating to your business with us in which they are involved by virtue of our agreements with them.