ABOUT UK Exchange

UK EXCHANGE (“the Company”) is a company incorporated under the laws of England and Wales under company number 10805038 and registered address at 197E Hagley Rd, Birmingham, B16 9RD, United Kingdom. The Company is registered with the Financial Conduct Authority (FCA) under the Payment Service Regulations 2017 (PSRs) to carry on payment services activities as a Small Payment Institution (“SPI”). Our FCA Firm Reference Number is 812820.

SUBJECT

The Parties to these Terms of Use and participants in each transaction are a person or legal entity (from now on – the ‘Customer’ or ‘you’ or ‘Account holder’) and the Company.

These Terms of Use describe and govern issues, rights and obligations when using the Company’s services: opening, use and closure of your Account and other related services as referred to herein. Together with any additional terms and conditions referred on www. uk.exchange (hereinafter – ‘the Website’), these Terms of Use constitute the entire and whole legal relationship between you and the Company and the framework contract in the meaning of the PSRs 2017.

Use of the Company services means you accept all the terms of these Terms of Use.

These Terms of Use were initially created in the English language. In the event of its translation into other languages and inconsistency or discrepancy between the English language version and any different language version of this Agreement, the English language shall prevail.

These Terms of Use concluded for an indefinite period and may be terminated under clause 23 below.

These Terms of Use shall be provided to you in hard copy or via another medium at your request.

THE ACCOUNT

The Account is a facility that enables you to deposit and withdraw funds and make funds transfers, i.e., to send and receive payments. The Account is not a bank account, and the money held on your Account will not earn any interest. The Company is not a bank; any government agency does not ensure accounts, the Company is not subject to banking regulations.

The funds reflected on the Account balance belong to the person or legal entity registered as the Account holder. No person other than the Account holder has any rights concerning the funds held on an Account, except in succession cases. You may not assign or transfer your Account to a third party or otherwise grant any third-party a legal or equitable interest over it.

Your Account is denominated in a currency of your choice, as selected by you from the available currencies.

You shall be assigned a unique identifier. The “Unique Identifier” means a combination of letters, numbers or symbols specified to you by the Company and to be provided by you about a payment transaction to identify unambiguously one or both of:

(a) The other payment service user who is a party to the payment transaction;

(b) The other payment service user’s payment account.

The Company bears responsibility for the funds under processing, i.e., the Company is not liable for the funds before the commencement of the payment transaction and/or after the payment transaction is completed.

The Company guarantees that no person other than the Company may have any interest in or right over the proceeds placed in an account except as provided by the regulation.

All payments due from the Customer to the Company and processed under these Terms of Use shall be paid in full without the right of set-off.

The Account is operated on a net basis, i.e., any current Customer’s liabilities to pay and to receive the funds are subject to set off from the funds held on the Account. The Company is entitled to settle any liability from the Account balance without notice to the Customer.

You acknowledge and agree that the Company service operates solely and independently as a payment intermediary and that the Company does not function as a seller, buyer, dealer, retailer, broker, agent, auctioneer, supplier, distributor, middleman, manufacturer, or merchant of any product or Service being ordered, obtained or procured by any funds processed through its services; and makes no representations or warranties and does not ensure the quality, safety or legality of any product or Service purchased with funds of Account received through the Company Services.

You acknowledge and agree that any dispute regarding any product or Service purchased or procured by any funds requested or received on Account through the Company’s Services or any transaction involving the Company’s Services is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the products and services offered by the Merchant shall only obligate the Customer. The Company shall not be a party to any resulting dispute, including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the offered/purchased/received products and services by the Customer. You shall fully indemnify the Company against any claim by third parties relating to the use of the products and services offered and shall reimburse the Company in full for the costs of any legal defence.

ACCOUNT REGISTRATION

To use your Account, you must first register it by providing your details, i.e., completing the Registration Form. As part of the sign-up process, you will need to accept these Terms of Use, and you must have the legal authority to do so. If you complete the process successfully, you will obtain the registration data for your new Account. The detailed information will be sent to your registered email.

Any newly registered Account has the “Not Verified” status. You may not initiate any funds transfer until you provide the Company with the documents and information needed to verify your identity. This verification data accompanied with respective documents shall be provided by you for the anti-money laundering (“AML”) and countering the financing of terrorism (CFT) compliance requirements under the Money Laundering Regulations 2017.

You may only open an Account if it is legal to do so in your country of residence. By opening an Account, you represent and warrant that your opening of an Account does not violate any laws or regulations applicable to you. You shall indemnify us against any losses the Company may incur regarding your breach of this section.

You may maintain only one Account with the Company.

All information you provide to the Company must be accurate and truthful.

During the registration process, you shall define whether you intend to use your Account for private or commercial purposes or both. For these Terms of Use, you are using your Account for commercial purposes if you receive payments for or relating to any business activity. The Company reserves the right to determine whether, in our reasonable opinion, you are using your Account for commercial purposes. If you are using your Account for commercial purposes, in addition to these Terms of Use, you shall be bound by our Merchant Terms and Conditions. If you doubt whether an activity amounts to a commercial activity, you should contact Customer Services. You must inform the Company immediately of any change to your intended usage going forward.

For verification purposes, you may be requested to supply a specimen of your signature.

ACCOUNT MAINTENANCE

You must ensure that the information recorded on your Account during the registration process or any time after that is always accurate, truthful and up to date, and you shall notify us promptly, but not later than within one month, of any changes in such information and the Company shall not be liable for any loss arising out of your failure to do so. As per our AML / CFT obligations and internal procedures, the Company may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.

You must not provide any name, bank account or credit card that you are not legally authorised to use.

(For online platform users) Operations related to deposit of funds, transfers received, transfers sent, and withdrawals of funds are displayed in your transactions history. Each transaction is given a transaction ID and shown in the transaction history. You should quote this transaction ID when communicating with us about a transaction. You should check your Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Services.

Reports, statements, notices and any other communications will be transmitted to you electronically or via registered email to your registered email address. All communications so posted or sent shall be deemed transmitted by the Company when posted or sent and deemed delivered to you personally.

Suppose the Company has made attempts to contact you using the contact details you have supplied but are unable to reach you. In that case, the Company will be entitled to terminate any transaction immediately and without notice to you notwithstanding and without prejudice to any other remedy and power available to the Company and without liability of any kind being incurred by the Company for so doing. In such a situation, you will remain liable for any losses incurred because of such termination.

An Account that has been dormant for twelve [12] months may be closed by the Company without liability of any kind being incurred by the Company for so doing and these Terms of Use will be deemed terminated by you.

KEEPING YOUR ACCOUNT SAFE (For online platform users)

You must take all reasonable steps to keep your Account Credentials safe and never disclose them.

Anyone who identifies themselves by providing the Account Credentials is thus reasonably assumed by the Company to be the Customer of an Account, and all Transactions so initiated will be accepted as valid and authorised by you in respect of the Account. The Company will be under no obligation to make inquiries about whether the instructions are genuinely from you if the Company reasonably believes that they are. You agree that the Company may accept such instructions as being genuine, and you also agree to be bound by the terms and conditions of this Agreement regarding such instructions.

You must take all reasonable care to ensure that your registered email account as part of the Account Credentials is secure and only accessed by you, as your registered email address may be used to communicate with you about your Account’s security. In case the registered email address registered with your Account is compromised, you should, without undue delay, contact Customer Services and your registered email service provider.

Concerning the Account Credentials, you now acknowledge and undertake that:

(a) You will be responsible for the confidentiality and use of your Account Credentials;

(b) You will not disclose your Account Credentials to persons other than your authorised representatives for any purpose;

(c) The Company may rely on all instructions, orders and other communications entered using valid Account Credentials, and any transaction will bind you entered or expense incurred on your behalf in reliance on such instructions, orders and other communications; and

(d) You will immediately notify the Company at our Sales and/or Customer Services desk if you become aware of the loss, theft or disclosure to any third party or any unauthorised use of your Account Credentials.

Our staff will never ask you to provide your details to us or remotely a third party. Any message you receive or Website you visit that asks for your Account Credentials, other than the Company’s Website, should be reported to us. If you doubt whether a website is genuine, you should contact Customer Services. You must never allow anyone to access your Account.

If you have any indication or suspicion that your Account Credentials have been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are strongly advised to change them. You must contact Customer Services without delay on becoming aware of any loss, theft, misappropriation or unauthorised use of your Account Credentials. Regardless of your notification, you shall be liable for any losses as a result. You agree to indemnify and hold the Company, its affiliates, employees, agents, successors, and assigns harmless from and against all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by us arising out of your failure to fully and timely perform your obligations herein or should any of the representations and warranties fail to be true and correct. You also agree to promptly pay all damages, costs and expenses, including attorney’s fees, incurred by us arising out of your failure to fully and timely perform your obligations herein.

The processing of your data is governed by our Privacy Policy which can be found on the Website. By accepting these Terms of Use, you also agree to the terms of our Privacy Policy.

You agree that the Company has the right to monitor the Company network electronically from time to time to operate the system properly. The Company may suspend your Account or otherwise restrict its functionality on reasonable grounds relating to the Account’s security or any of the Account Credentials or if the Company reasonably suspect that unauthorised or fraudulent use of your Account has occurred or that any of Account Credentials have been compromised.

The Company will notify you of any suspension or restriction, and the reasons for such suspension or restriction in advance or, where the Company cannot do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful compromise our security interests. The Company will lift the suspension and/or the condition as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist. Further, suppose the Company believes that you supplied your Account Credentials to other persons in breach of subparagraphs above. In that case, the Company may terminate these Terms of Use immediately or take such other action as it may determine in its sole and absolute discretion.

CLOSING YOUR ACCOUNT

You may close your Account at any time by contacting Customer Services.

When the Company receives a request to close the Account, it may ask us to provide additional verification documents to compare it with those the Company already has in its databases. This is done for AML/ CFT purposes.

If your Account holds a balance at the time of closing, you need to withdraw your funds before the Company processes the closure. After the closure is completed, you will not access your Account. Still, you may withdraw any remaining funds by contacting Customer Services and requesting that the funds be acceptably sent to you. The Company suggests that you withdraw your remaining funds as soon as possible as they will not earn any interest while being deposited in your Account. Your obligations regarding keeping your Account safe as outlined in section 5 shall continue to apply.

If your Account has been operating for 12 months or more at the time of closing, then no charge will be applied. In all other cases, the Company is entitled to charge fees for the Account closure that reflect the actual costs incurred in by the Company concerning Account blocking.

GENERAL TERMS OF PAYMENT TRANSACTIONS

Authorisation of payment transaction – You are required to authorise any payment transaction.

Withdrawal of consent and revocation of payment order – The Customer may withdraw its consent to a payment transaction at any time before the point at which the payment order can no longer be revoked. The Customer may not revoke a payment order after it has been received by the payer’s payment service provider. In the case of a payment transaction initiated by or through the payee, the payer may not revoke the payment order after transmitting the payment order or giving consent to execute the payment transaction to the payee. In the case of a direct debit, the payer may not revoke the payment order after the end of the business day preceding the day agreed for debiting the funds. A day of the payment transaction is agreed between the Customer and the Company. The Customer may not revoke a payment order after the end of the business day preceding the agreed day.

Receipt of payment orders – The time of receipt of a payment order is when the payment order, given directly by the payer or indirectly by or through a payee, is received by the Company. If the time of receipt of a payment order does not fall on a business day, the payment order is deemed to have been received on the first business day after that. Where the Customer initiating a payment order, agrees with the Company that execution of the payment order is to take place;

(a)         On a specific day;

(b)         On the last day of a particular period; or

(c)          On the day on which the Customer has put funds at the disposal of its the Company;

The time of receipt is deemed the day so agreed or the first business day after that if the day decided is not a business day.

Refusal of payment orders – Where the Company refuses to execute a payment order, it shall notify the Customer of;

(a)         The refusal;

(b)         If possible, the reasons for such refusal; and

(c)          The procedure for rectifying any factual errors that led to the refusal;

The Company is not required to notify the Customer where such notification would be otherwise unlawful. The Payment order of which execution has been refused is deemed not received.

Execution of payment orders – The payment transaction amount shall be credited to the payee’s payment service provider’s Account by the end of the business day following the time of receipt of the payment order. The Company is also the payee’s payment service provider. The Company will value date and credit the payment transaction amount to the payee’s payment account following its receipt of the funds. The Company accepts funds on behalf of a payee who does not have an Account with the Company. The Company will make the funds available to the payee immediately after the funds have been credited to the Company’s Account.

Value date and availability of funds – The credit value date for the payee’s Account shall be no later than the business day on which the amount of the payment transaction is credited to the Account of the Company. The Company shall ensure that the payment transaction amount is at the payee’s disposal immediately after that amount has been credited to the Company’s Account. The debit value date for the payer’s Account must be no earlier than when the amount of the payment transaction is debited to that Account.

(Online Wallet users only) The Company will process only those payment transactions where the parties to that transaction are specified using the Unique Identifier. You must make sure that the payee’s Unique Identifier is typed correctly. Other information you may provide along with the payee’s Unique Identifier may be disregarded and the Company shall not be liable for any error you make when entering the payee’s Unique Identifier. In case the Company is not able to find the payee’s Unique Identifier specified by you, the funds will be returned to the sender and you may be charged an administration fee.

The maximum execution time of the payment transaction is [10] business days. Execution time depends on the method of payment, amount, and constraints imposed on the Company. We will notify you of the execution time before you authorise a payment order.

Banks specify times of cut-off for the receipt and dispatch of electronic payments. The Company is not responsible for any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut-off times of the bank at which the Customer’s payment account is maintained.

In cases where you have agreed with the Company that the execution of a payment order is to take place on a specific day, you may, however, revoke the payment order up to the end of the business day preceding the day on which you have agreed that execution of the payment order will take place.

DEPOSITING FUNDS

You can deposit funds by following the relevant deposit instructions.

The Company is a payment recipient for deposit transactions and not a payment service provider.

When you register your Account, it contains only one default currency pocket denominated in GBP.

Depending on which payment instruments you choose, you may be presented with various deposit methods and which payment methods are available in your country of residence. All the currency pockets you have added to the Account will be offered to you to deposit while making a transfer. The Company does not guarantee the use of any deposit method made available and may make changes to or discontinue the acceptance of any deposit method at any time. The Company shall not be responsible for the deposit payment until we have received the deposited funds.

Deposit instructions are issued per payment order. Deposit instructions expire after the deposit is entirely made or cancelled. You must not pay more than the instructed amounts. Failure to do so will result in delays in execution, or you may lose the excess payment. You must not use an expired deposit instruction for future deposits.

To deposit funds, you are required to authorise the payment transaction.

Depending on which deposit method and payment instrument are chosen, you will need to provide other information or complete other activities that the Company may require to ensure proper authorisation of a deposit transaction.

Suppose you choose a deposit method using a payment instrument that may be subject to chargeback rights or reversal. In that case, you declare that you will not exercise such chargeback rights other than for unauthorised use of the payment instrument. The Company reserves the right to charge you all fees and expenses it incurs regarding such chargeback or reversal and any action undertaken to challenge the same, including without limitation to deduct the reversed amount from any of your trading account or the Account and block your Account.

Suppose a chargeback or reversal of funds results in a negative balance in your Account. In that case, you will be required to repay such a negative balance by depositing sufficient funds into your Account. Failure to do so is a breach of these Terms of Use. Repayment of the negative balance is due immediately without further notice. the Company reserves the right, at any time, to send you reminders or to take other debt collection measures. TheCompanyy reserves the right to charge you the expenses it incurs relating to any debt collection or enforcement efforts. The Company also reserve the right to block your Account.

Deposited funds will be credited to your Account after receiving the funds. Before the Company receives the funds, the transaction is assigned with “Pending” status.

The deposit transactions such as those by credit or debit card, direct debit or direct banking will be credited to your Account immediately but are subject to reversal in the event the funds do not reach us within a reasonable time in which case theCompanyy will deduct such reversed transaction from the balance of your Account. If your Account balance is insufficient, the Company reserves the right to require repayment from you.

You must not deposit a bank or other payment institution if you are not the named holder of the Account in such bank or payment institution.

Deposits may be subject to deposit limits due to the Payment service provider’s security and legal requirements, which process the payment instrument you have chosen.

Deposits may be subject to third-party Payment service providers’ deposit fees and currency conversion fees depending on which deposit method and payment instrument are chosen. Such fees will be deducted from your deposit, and you will receive the sum equal to the ‘net fee’ to your Account.

RECEIVING FUNDS

You should be aware that your Account’s receipt does not necessarily mean this payment transaction cannot be reversed. The Company reserves the right to reverse a payment transaction if the payer or the payer’s bank or payment service provider has charged back or otherwise reversed (or is reasonably likely to chargeback or reverse) an upload or other payment that was used for the payment transaction.

Receiving funds may be subject to third-party Payment service provider’s fees and/or currency conversion fees depending on which type of payment method and payment instrument is chosen. Such fees will be deducted from the transferred amount, and you will receive the sum equal to the ‘net fee’ to your Account.

PROHIBITED TRANSACTIONS

the Company strictly prohibits payment transactions as consideration for the sale or supply of the following:

• Any item that violates any law, statute, ordinances or regulations;
• Tobacco products;
• Prescription drugs, drugs and drug paraphernalia (including narcotics, steroids and certain controlled substances that presents a risk);
• Weapons (including without limitation, knives, guns, firearms or ammunition);
• Satellite and cable TV descramblers;
• Pornography (including child pornography or related content or services of any kind);
• Adult material;
• Material which incites violence, hatred, racism or which is considered obscene;
• Government IDs and licences including replicas and novelty items and any counterfeit products;
• Unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses, illegal sports betting, casino games and poker games). The Company may suspend or terminate your Account at any time or refuse to execute or reverse a transaction if it believes that you directly or indirectly use or have used your Account for or regarding illegal gambling transactions. Countries where online gambling is unlawful include the United States of America, Turkey, China, Malaysia and Israel. This list is not exhaustive, and it is your responsibility to ensure that you do not use theCompany’ss services for transactions that may be considered illegal in your jurisdiction.;
• Unregistered charity services;
• Items that encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a merchant and are not limited to purchases of products or services;
• Third-party processing or payment aggregation products or services; multi-level marketing, pyramid selling or Ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programmes,
• Goods or services that infringe the intellectual property rights of a third party (trademark, patent, copyright);
• Uncoded/miscoded gaming, timeshares or property reservation payments (“On and Off Plans”);
• Any services utilised for fraud or money laundering. The Company will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using your Account to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides.

the Company establishes business categories in its sole discretion that demand approval from the Company before you accept payments. Such business categories include but are not limited to:

• Money exchange or remittance businesses, including but not limited to bureaux de change, currency exchanges and purchase of travel money;
• The collection of any form of donations or payments to charitable or not-for-profit organisations;
• Dealing in natural resources such as jewels, precious metals or stones;
• Live streaming the sale or supply of alcoholic beverages;
• The sale of supply of dietary supplements and alternative health products;
• Any other business category published in an acceptable use policy from time to time.

You should contact us if you doubt whether your business falls under any of the above categories. the Company reserves the right in its sole discretion to add business categories requiring approval by adding such categories either to these Terms of Use or an acceptable use policy.

If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section or without the necessary approval, the Company reserves the right to:

• Reverse the transaction; and/or
• Close or suspend your Account; and/or
• Report the transaction to the relevant law enforcement agency; and/or
• Claim damages from you; and
• Charge you an administration fee as per our fee schedule in case the Company applies any of the above.

You shall bear full responsibility concerning the payment transaction executed with the persons or entities for the sale or supply of goods and services that you may provide or receive in compliance with any applicable laws and regulations—holding Accounts with the Company shall not be considered proof that the Account holder provides its services on a legal basis. If you doubt the legality of a supply or purchase, you should not continue with your payment.

The Company reserves the right to add categories of prohibited transactions at its sole discretion by adding such categories either to these Terms of Use or an acceptable use policy.

WITHDRAWING FUNDS

You can request a withdrawal of all or part of the funds held in your Account at any time by following the instructions specified, however, you may be required to verify your identity beforehand additionally. There is no minimum withdrawal amount, but your Account’s funds must be sufficient to cover any applicable withdrawal fee. You can choose the method of withdrawal before submitting a withdrawal request.

The Company is a payer and not a payment service provider for a withdrawal transaction.

The withdrawal currency depends on the payment option that you choose. In case the currency of the withdrawal does not correspond to the currency of the Account, the funds will be converted at the indicated Currency Exchange Rate.

The Company does not guarantee the availability of any withdrawal method. It may make changes to or discontinue a withdrawal method at any time if there is at least one withdrawal method available to you. You receive the withdrawal payment through a Payment service provider (such as the bank where you hold a bank account). The Company will not be responsible for the withdrawal payment once your payment service provider receives the withdrawn funds.

To withdraw funds, you should fill the respective form, including:

• Indicate the payment instruments and their payment details; and
• Provide the Company with the correct information of the destination account that it can use for identification;

and

• Choose the currency; and
• Indicate the amount you want to withdraw; and
• Authorise the payment transaction.

the Company may also send you an email with a confirmation.

You may withdraw consent to a payment transaction at any time before the point at which the payment order can no longer be revoked. For your convenience, the payment transaction is assigned with the “pending” status while it still can be cancelled.

Suppose the withdrawal amount exceeds your current limit. In that case, the Company may decline your request and instead require you to send the documents verifying your identity and address before allowing a withdrawal of funds or otherwise cooperating with the Company to verify your identity.

Depending on the withdrawal method and payment instrument chosen, you will need to provide other information or complete other activities that the Company may require to ensure proper authorisation of the withdrawing transaction.

Deposits from a credit/debit card can be withdrawn back to your card without time limitations. Due to the Company fraud protection measures, withdrawing funds using another payment method can be processed only after a thirty [30] day frozen period since your last credit/debit card deposit to your Account. When multiple credit/debit cards have been used for depositing funds, the method and timeframes of profit withdrawal are subject to theCompany’ss sole discretion.

Withdrawals may be subject to other limits due to the security and legal requirements of the third-party Payment service provider. Please contact your Payment service provider for the limitations applied to the transactions.

If the funds are sent;

(i)           Via wire transfer, do not reach your bank account during ten [10] business days, or

(ii)          If the funds sent via bank transfer are not deposited to your Account within ten [10] business days, or

(iii)         If the funds sent by other than wire transfer method do not reach your Account within five [5] trading days, or

(iv)         If the funds sent by other than wire transfer method are not deposited to your Account within five [5] business days;

You shall have the right to request a banking investigation of the transfer.

You shall understand that the banking investigation may entail commission charges that you must pay except in the event of mistakes made by Company staff. The payment method of commission charges shall be determined by the Company individually. It may be done by both transfers of necessary amount to the Company’s Account and withdrawal of required amount from your Account. You shall be ready to provide the Company with all the documents necessary for investigation purposes.

Withdrawals may be subject to third party Payment service providers’ withdrawal fees and currency conversion fees depending on which withdrawal method and payment instrument are chosen. Such fees will be deducted from your withdrawal amount.

You must not withdraw to a bank account or to the Account held with another payment institution if you are not the named holder of such an account. Violation of this requirement may be treated as a suspicious transaction in terms of the Company’s AML / CFT policy and will be resolved in compliance with respective procedures.

You must ensure that the payment details you enter when withdrawing funds are correct and complete. The Company will not be liable for withdrawn funds being sent to the wrong payment institution because you provided incorrect payment details.

The Company reserves the right to carry out any necessary AML, CTF, fraud or other illegal activity checks before authorising any withdrawal of your funds. The Company may request you to provide additional verification documents within our defined terms for these purposes.

UNAUTHORISED OR INCORRECTLY EXECUTED PAYMENT TRANSACTIONS

To claim a refund for an unauthorised or incorrectly executed payment transaction on your Account, you must notify the Company without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event no later than six [6] months after the debit date of the transaction.

Where your details did not authorise an executed payment transaction, the Company will immediately:

(a)         Refund the amount of the unauthorised payment transaction to the payer; and

(b)         Where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment transaction not occurred.

You are liable for any losses incurred in respect of unauthorised payment transactions arising;

(a)         From the use of a lost or stolen payment instrument; or

(b)         Where the payer has failed to keep the personalised security features of the payment instrument safe from the misappropriation of the payment instrument.

You are liable for all losses incurred in respect of an unauthorised payment transaction where the payer;

(a)         Has acted fraudulently; or

(b)         Has with intent or gross negligence failed to comply with its security obligations.

Where the Unique Identifier executes a payment order, the payment order is deemed to have been correctly performed by the Company for the payee specified by the Unique Identifier. Where the Unique Identifier provided by you is incorrect, the Company is not liable for non-execution or defective execution of the payment transaction, but the Company;

(a)         Will make reasonable efforts to recover the funds involved in the payment transaction; and

(b)         May charge you for any such recovery.

FEES

Processing payment transactions under these Terms of Use are subject to Fees. Fees depend on whether you are using an Account for personal or commercial purposes. You accept responsibility and ultimately agree to pay the fee for each transaction. All fees are due immediately. If you are unclear regarding any fee, you should contact Customer Services.

The Fees may be changed or amended by the Company at any time at its sole discretion. Under certain circumstances, the Company may charge additional fees. The Fees are specified as a percentage of the payment transaction amount or as a fixed amount in GBP.

The payment transactions may be subject to currency conversions if the currencies of the payer’s and payee’s Accounts are different. In this case, the payer shall specify the currency of the payment transition and the party who will incur the conversions costs.

For currency conversion purposes, the Company will regularly apply exchange rates updated. The Company may use a ‘Foreign Exchange Fee’ expressed as a percentage applicable in addition to the transaction fee.

You hereby agree and acknowledge that the Fees due from you to the Company will be deducted from your Account balance once the transaction is executed. You hereby authorise the Company to do the same. If your Account balance is insufficient to cover the fees, the Company may refuse to complete the payment transaction. Reversal or chargeback fees will be deducted when incurred.

If the deduction of fees results in a negative Account balance, you will be required to repay such a negative balance by depositing sufficient funds into your Account. Failure to do so is a breach of these Terms of Use. Repayment of the negative balance is due immediately without notice; however, the Company reserves the right at any time to send you reminders that you need to upload funds or to take other debt collection measures and or such legal steps as may be necessary to protect our rights. the Company reserves the right to charge you expenses it has incurred relating to any debt collection or enforcement efforts.

The Company applies an annual fee for service use. The Annual fee may be charged by debiting the Customer’s Account.

LIABILITY

the Company is liable to its customers for;

(a)         Any charges for which the Customer is responsible; and

(b)         Any interest which the Customer must pay because of the non-execution or defective execution of the payment transaction.

In case of an unauthorised transfer or a transfer that was incorrectly executed due to an error by us, the Company shall, at your request, immediately refund the payment amount, including all fees deducted therefrom. This shall not apply:

(a)         Where the unauthorised payment arises from your failure to keep the Account Credentials safe per section 6. In this case, you shall remain solely liable for all losses;

(b)         If you fail to dispute and bring the unauthorised or incorrectly executed transaction to our attention within three [3] months from the date of the transaction.

the Company will not be liable for loss or damage to you or any third party caused or resulting from any of the following:

(a)         An error regarding the payment transaction payee or the amount or any other such error or incomplete instruction received from you or incorrect details on the Registration Form;

(b)         The goods or services that you purchased using the Company payment service;

(c)          Any damages arising or resulting from a payee’s refusal to accept a payment made through the Company.

The Company shall not be liable for any charges or deductions made by a third party concerning the processing of your payment transaction.

The Company shall not be liable for any delay in payment transactions processing due to the bank’s or other third-party’s side delays.

the Company’s obligation under these Terms of Use is limited to providing you with an Account and related payment services and does not make any representations or warranties regarding the quality, safety or legality of any goods or services that you purchase using the Company’s payment service.

Without prejudice to any other terms of these Terms of Use relating to the limitation of liability and provision of indemnities, the following shall apply to the provision of services under these Terms of Use:

i).           System errors – The Company shall have no liability to the Customer for any partial or non-performance of its obligations hereunder because of any cause beyond its reasonable control, for damage which the Company may suffer as a result of malfunction, disruptions or failure of transmission, communication or computer facilities, or any transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, internet malfunctions, interruptions, the failure by or impairments of intermediary service provider, or other third-party on which the Company relies for the performance of our obligations hereunder for any reason, to perform its obligations or other deficiencies on the part any internet services provided by the Company. The Customer acknowledges that any services may be limited or unavailable due to system errors. The Company reserves the right upon notice to suspend access to any such services for this reason.

ii).          Delays – Neither the Company nor any of its affiliates and/or third-party providers and/or suppliers accept any liability regarding any delays, inaccuracies, errors or omissions in any data provided to the Customer regarding Account use.

iii).         Viruses – The Company shall have no liability to the Customer (whether in contract or tort, including negligence) if any viruses, worms, software bombs or similar malicious code items are introduced into the Customer’s information system via the Account and/or any service provided by the Company, considering that the Company has taken reasonable steps to prevent any such introduction.

iv).         Unauthorised use – The Company shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Account and/or any of the services. Without derogating from the generality of indemnification provisions under these Terms of Use, the Customer shall indemnify, protect and hold the Company, its owners, subsidiaries, affiliates, employees, management and third-party contractors harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using the Account and/or any service using any designated passwords or other authentication and/or access details provided by the Company to the Customer, whether or not the Customer authorised such use.

v).          Regulators – The Company shall not be liable for any action taken by or on the instruction of any regulatory authority or failure by such regulatory authority for any reason to perform its obligations.

vi).         In case any software and / or Service of any third-party is used by theCompanyy in the enforcement of any of the provisions of these Terms of Use, the Customer agrees to indemnify and hold harmless such a third-party for any claims, actions or suits, as well as any related expenses, liabilities, damages, settlements, costs or fees arising from the Customer use or misuse of the third-party software and / or Service as a part of the Company services.

the Company shall not be liable for non-performance of its obligations hereunder due to any event beyond its reasonable control, including without limitation any industrial action, an act of terrorism, an act of God, acts and regulations of any governmental or supranational bodies or authorities or the failure by the relevant intermediate agent, agent or principal, market, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations

the Company shall not be liable for any indirect or consequential losses, including but not limited to loss of profit, loss of business and loss of reputation. The Company shall not be liable for any losses arising from our compliance with legal and regulatory requirements.

The Company shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from the underlying transaction between you and another Customer of the Company.

Indemnification/reimbursement – You agree to defend, reimburse or compensate us and hold the Company and our other companies in our corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that the Company incurs or suffers due to or arising out of your or your agents’ breach of these Terms of Use, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between you and the Company.

Without prejudice to clauses above in these Terms of Use, the Company’s total aggregate liability to you incurred regarding the provision of Account and related services shall not exceed the lesser of;

(a)         The amount of any service charge; or

(b)         £10,000 TEN THOUSAND POUNDS.

Whichever is less

CUSTOMER REPRESENTATIONS AND WARRANTIES

The Customer represents and warrants that:

(a)         The Customer is of sound mind, legal age (18+ years old) and legal competence; and

(b)         No person other than the Customer has or will have an interest in the Customer’s Account; and

(c)          The Customer hereby warrants that regardless of any subsequent determination to the contrary, the Customer is suitable to enter these Terms of Use, and

(d)         All the information provided in the information portion of the Account opening process is true, correct and complete as of the date hereof. The Customer will notify the Company promptly of any changes in such information.

The Customer now confirms and acknowledges their express consent to eliminate the confidential nature of all communications regarding without limitation any disputes, legal proceeding, public statements between the parties hereto or its results including courts or other dispute resolution schemes decision on the matter, and further agrees that theCompanyy may disclose in its sole discretion the contents of such communication where and when theCompanyy is instructed to do so by relevant authorities e.g., Police, Courts or Regulators.

STATEMENTS AND CONFIRMATION

Reports of the confirmation of transfers and statements of accounts for the Customer shall be deemed correct. They shall be conclusive and binding upon the Customer, if not objected to immediately upon receipt and confirmed in writing, within one [1] business day after electronic transmittal to the Customer.

COMMUNICATIONS

Reports, statements, notices and any other communications will be transmitted to the Customer electronically by posting to the Customer’s Account or via email to the registered email address or via other communication methods acceptable for the Company and the Customer. All communications so posted or sent shall be deemed transmitted by the Company when posted or sent and deemed delivered to the Customer personally, whether received by the Customer or not.

The Customer shall use the following means of communication to transmit information or notifications to the Company: Email to the Company’s official support address.

These Terms of use are conducted in the English language and any information or notifications under these Terms of use will be communicated in English.

The Customer has the right to receive these Terms of Use and information in accordance with the Payment Services Regulations 2017 at any time during the contractual relationship.

GOVERNING LAW AND JURISDICTION

These Terms of Use and the rights and obligations of the parties hereto shall be governed by and enforced in all respects by the laws of England and Wales.

You agree that any civil action, arbitration or other legal proceedings between the Company or its employees or agents and you arising out of or relating to these Terms of Use or your Account shall be brought, heard and resolved only by a court located in England and Wales. You now waive trial by jury in any such action or proceeding and waive the right to have such proceeding transferred to any other location. No action, regardless of form, arising out of or relating to this Terms of Use or transactions hereunder may be brought by you more than one [1] year after the cause of action arose.

BINDING EFFECT

These Terms of Use shall be continuous and shall cover, individually and collectively, all relationships in respect to the Account of the Customer at any time opened or reopened with the Company irrespective of any change or changes at any time in the personnel of the Company or its successors, assigns, or affiliates.

These Terms of Use, including all authorisations, shall inure to the benefit of the Company and its successors and assigns, whether by merger, assignment, consolidation or otherwise. Such assignment may be made without prior notification to the Customer and shall be binding upon the Customer and/or the estate, executor, trustees, administrators, legal representatives, successors and assigns of the Customer.

The Customer hereby ratifies all transactions with the Company before the date of these Terms of Use and agrees that the rights and obligations of Customer in respect thereto shall be governed by these Terms of Use.

TERMINATION

These Terms of Use shall continue in effect until termination and may be terminated by the Customer at any time when the Customer has no liabilities held by or owed to the Company.

These Terms of Use shall continue in effect until termination. The Company may terminate them upon the transmittal of two [2] months’ written notice of termination to the Customer, provided that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in these Terms of Use nor shall it relieve the Customer of any obligations arising out of prior transactions entered relating to these Terms of Use.

Together with a Termination Notice or at any time after that, the Company may give you reasonable instructions on how to withdraw the remaining funds.

the Company may at any time suspend or terminate your Account without notice in the event:

1. You breach any condition of these Terms of Use;
2. You violate, or the Company has reason to believe, that you violate any law or regulation that applies to your use of our services;
3. the Company has reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity;
4. It becomes or may become unlawful for the Company to maintain or give effect to all or any of its obligations under this Agreement or otherwise to carry on the Service, or if the Company is requested to stop a transaction (or any part thereof) by any regulatory body or other authority that has jurisdiction over the Company’s activities whether the request is legally binding or if the Company in its absolute discretion, considers it desirable or necessary to do so for its protection.

the Company may suspend your Account at any time if:

1. the Company believes that your Account has been compromised or for other security reasons; or
2. The Company suspects your Account has been used or is being used without your authorisation or fraudulently; and shall notify you either before the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless the Company is prohibited by law to inform you.

INDEMNIFICATION

The Customer agrees to indemnify and hold the Company, its affiliates, employees, agents, successors and assigns harmless from and against all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by the Company arising out of the Customer’s failure to fully and timely perform the Customer’s obligations herein or should any of the representations and warranties fail to be accurate and correct. The Customer also agrees to promptly pay all damages, costs, and expenses, including attorney’s fees, incurred by the Company to enforce any of the provisions of these Terms of Use and any other agreements between the Company and the Customer.

COMPLAINTS

Suppose any conflict situation arises when the Customer reasonably believes that the Company breaches one or more terms of these Terms of Use because of any action or failure to act. In that case, the Customer has the right to file a complaint with the Company within two [2] Business Days after the grievance has arisen.

Please visit https://uk.exchange/complaint-policy/ for the Firm’s complaint policy.

The procedure must also govern the process of dispute resolutions for receipt and handling of customers complaints outlined in the Company’s Complaints Policy.

The Company endeavours to provide you with a resolution to your complaint within the timeframes outlined by the Financial Ombudsman Service. Should this not be possible due to unforeseen circumstances or lack of information, the Company will contact you.

REFUND POLICY

Due to the nature of business, no refunds are provided by the Company. The only exception is made if you are not a Customer of the Company, e.g., you do not hold a verified Account with us. In this case, the Company will refund money received from you using the same method originally used by you.

The Company reserves the right to refund the customer order at the Company’s discretion.

To issue a refund, the sender of funds must provide a statement of the Account from which the payment is made.

Once a refund is issued, it takes between [7] and [14] working days to process the refund.

TERMS AND HEADINGS

The paragraph headings in these Terms of Use are inserted for reference purposes only. They are not deemed to limit the applicability or affect the meaning of any of its provisions.

RECORDINGS

You agree and acknowledge that all conversations regarding your Account between you and the Company staff may be electronically recorded with or without the use of an automatic tone warning device. You further agree to use such recordings and transcripts thereof as evidence by either party regarding any dispute or proceedings that may arise involving the Customer or the Company. You understand that the Company destroys such recordings at regular intervals per the Company’s established business procedures, and you now consent to such destruction.

AMENDMENTS

These Terms of Use and any attachments hereto together with other information related to your Account usage and contained on the Website embody the entire Agreement of the parties, superseding all prior written and oral agreements, and there are no other terms, conditions or obligations other than those contained herein. No waiver or amendment of these Terms of Use may be implied from any course of dealing between the parties or from any failure by the Company or its agents to assert its rights under these Terms of Use on any occasion or series of occasions.

You acknowledge that these Terms of Use are subject to amendment, modification or deletion if required by, or found to conflict with, applicable law or regulation or otherwise without affecting the validity or enforceability of the remaining terms and conditions. Suppose any part of these Terms of Use is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable. In that case, such part shall be severed from the remainder of the Terms of Use, which shall continue to be valid and enforceable to the maximum extent permitted by law.

You understand, acknowledge and agree that the Company may amend or change these Terms of Use at any time. The Company will provide you with a Notice of any such amendment or change by sending an email message no later than two [2] months before the date on which they are to take effect.

You agree to be bound by the terms of such amendment or change on the date such modification or change are to take effect unless you notify the Company on the contrary before the proposed date of entry in force of the changes. If you object to the changes, they will not apply to you. However, any such objection shall constitute a notice by you to terminate and block your Account. Your Account will be blocked under the provisions of section 23 above.

You now agree that changes in the exchange rates may be applied immediately and without notice.

PRIVACY

the Company will produce and maintain a Privacy Policy, which will be publicly available on the Company website (https://uk.exchange/privacy-policy). In the event of any conflict between the Privacy Policy and these Terms of Use, the Terms of Use will prevail.

ANTI-MONEY LAUNDERING POLICY

the Company participates fully in all government-regulated anti-money laundering policies. Suspicious large deposits will be reported to appropriate government authorities if deemed necessary at the Company’s sole discretion.

The Company reserves the right to pause a processing transaction in suspicion of money laundering, terrorism financing, sanction override, or fraud.

Customers are required to keep their Account and contact information current always. Any accounts that contain incorrect, outdated or deliberately misleading or wilfully dishonest information will be suspended, and all funds are held. Customers wishing to use certain features of their Accounts will be required to verify their identity via government-issued photo ID and other appropriate documentation as specified by the Company. All submitted documentation is held in the strictest confidence; however, in cases of intentional abuse, any member participating, abetting or assisting in fraudulent and/or attempted fraudulent activities relinquishes all rights to privacy of personal information.

The Company must disclose to the National Crime Agency in the United Kingdom, where the Company knows or suspects that a transaction or transaction may involve money laundering or terrorist financing. If the Company discloses a transaction, the processing of any associated payments may be delayed for an unspecified period, without explanation.

The Company may be required to report to a jurisdictional tax office in the case of the remittance of funds exceeding specific amounts.

TRADEMARKS

the Company retains all rights, titles, and interests in and to its trademarks. You shall only use the Company trademarks with the Company’s express written permission. You shall not use the trademarks in any manner that is disparaging to the Company. Under no circumstances may you alter, modify or change the Company trademarks.

All website designs, text, graphics, layout and arrangement, and intellectual property rights therein are the Company’s property. Any use of website materials, reproduction, modification, distribution or republication without express prior written consent is strictly prohibited.

ASSIGNMENT

The provisions of this Terms of Use shall be continuous. They shall inure to the Company’s benefit, its successors and assigns, and shall be binding upon you and/or your estate, your representatives, administrators and successors.

The Company may assign its rights and delegate its duties to any or all transactions under this Agreement. However, you shall not delegate any obligations hereunder without the prior written consent of the Company, and any attempt at such delegation without such consent shall be void.

THIS IS A LEGALLY BINDING TERMS OF USE. YOU MUST CAREFULLY READ THE ABOVE IN ITS ENTIRETY AND COMPLETE THE CUSTOMER APPLICATION TO OPEN AN ACCOUNT.

Your consent acknowledges that you have carefully read in its entirety and understood these Terms of Use and that you agree to all the provisions contained therein. Your consent further represents, warrants and certifies that the information provided by you in the Customer Application process to open an Account is correct and complete.