© 2019 XanderPay LLC

1 Overview 1.1 These Terms of Use including the schedules, together with any other terms and conditions referred to herein govern your use of the services referred to therein provided by Kantox Limited and constitute the legal relationship between you and us.  1.2 Please note that various terms in these Terms of Use have a defined meaning which is set out under clause 40 "Definitions". You are also advised to print or download and keep a copy of the Terms of Use for future reference 1.3 BY USING ANY OF OUR SERVICES DESCRIBED IN THESE TERMS OF USE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. PLEASE DO NOT USE ANY OF OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS OF USE. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND IT IS IMPORTANT THAT YOU TAKE THE TIME TO READ THEM CAREFULLY. 

 

2 About us 2.1 This website is operated by Kantox Limited (we, us, our or Kantox). Kantox is a private company within the financial services sector that offers a direct currency exchange and payment service for companies.  We operate a currency exchange platform (“Service”) on this website. The Service is only available to users which have fully registered to use the Service (“Users”) in accordance with and subject to these Terms. 2.2 Our registered company number is 07657495 and our registered address is at 9 Devonshire Square, 3rd Floor, London EC2M 4YD, United Kingdom.  2.3 We are authorised with the UK Financial Conduct Authority (FCA) under the Payment Service Regulations 2017 as a Payments Institution (FRN 580343) for the provision of payment services and with HMRC as a Money Service Business Registration No.12641987. 

 

3 Terms of use 3.1 These terms of use (“Terms”) set out the basis on which you are allowed to use our services and website. These Terms incorporate the privacy policy and cookie policy. 3.2 The Payment Services Regulations 2017 (as amended from time to time) impose certain information and conduct of business requirements on us as an Authorised Payment Institution when we provide payment services to you.  3.3 When you are using this website and the Service provided on behalf of an entity, you warrant that you are duly authorised to act on its behalf and to bind that entity to these Terms.  3.4 These Terms were last updated on 14 September 2018.  We reserve the right to amend these Terms of Use by giving you no less than 2 months’ notice and sending you revised terms and conditions by post or e mail or other electronic means. Such amendments will become effective on the date specified in the notice and unless otherwise agreed by us in writing, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.  

 

4 Access to the website 4.1 While certain parts of the website (such as the home page) are accessible to everyone, to use the services provided by us you will need to register for an Account and satisfy the requirements set out in clauses 5 and 6 of these Terms.  You will also need to appoint and register: a) an individual who will have authority to: (i) access and use the Service on your behalf; and (ii) appoint and supervise sub-users to access and use the Service on your behalf (a "Supervisor"); and b) an individual (or, at your option, more than one individuals) who will act as your Authorised Person/s as set out in clause 27. This will require you to provide us with certain information about you, your Supervisor and your Authorised Person.  You must make sure that all information that you give us, including any information provided in the course of registration, is accurate and up-to-date.  If you do not provide us with the required information, we cannot provide our Service to you. 4.2 When you register:  a) you must identify and register an individual as your Supervisor in accordance with the process in clause 6.1; b) you may identify and register an Authorised User as your Authorised Person in accordance with the process in clause 27;  c) you will be asked to set up log-in details consisting of a username and password; and d) you will be given by email a unique, encrypted automatically-generated digital signature (“Signing Key”) for each authorised individual that is registered to use the Service on your behalf in accordance with these Terms.  4.3 Once you have registered your Supervisor, the Supervisor may set up one or more sub-users within your organisation to access and use the Service on your behalf (each an "Authorised User”).  You must ensure that each Authorised User only accesses and uses the Service under the supervision and with the authority of the Supervisor at all times. If any Authorised User leaves your organisation or is otherwise no longer authorised to access and use the Service on your behalf, you must de-register the applicable Authorised User by emailing us at support@kantox.com. If the Supervisor leaves your organisation or otherwise ceases to act as your Supervisor under these Terms, and if you wish to maintain your registration to use the Service, you must promptly notify us of that individual's deregistration as Supervisor and provide us with the information required by clause 6.1 in order to register another authorised individual as your replacement Supervisor. 4.4 You must treat your log-in details and Signing Key (together, the "Account Details") as confidential and must take all reasonable steps to keep them safe (which includes not sharing them with anyone else or allowing anyone else to use them). We will provide you with a new Signing Key every 12 months (or more frequently in our discretion) and you must use the new Signing Key when prompted to do so. The Account Details are personal to you and cannot be assigned, transferred or used by any individual other than the Supervisor and Authorised Users.  Some sub-users may be restricted from undertaking certain activities via the website, and you will ensure that each Authorised User only uses the Service in the manner and for the activities permitted for their level of authorisation. You will be responsible for all activities on the website that occur using your Account Details. You must let us know immediately by phone or email using the contact details given in clause 20 of any actual or threatened unauthorised use of your Account Details or other actual or potential security breach of which you become aware.  4.5 We cannot accept any registrations when accounts are registered or run through automated methods.  4.6 We reserve the right in our discretion to refuse registration or disable a log-in ID at any time if, in our opinion, you have failed to comply with any provision of these Terms, if any details you provide for the purposes of registering as a user prove to be false or incorrect, or if we think it is necessary to protect other Users and/or the security or the operation of the website. 

 

5 Who may use the Service 5.1 You may only use the Service if you have registered with us and meet the following criteria: a) you are a Non-Consumer;  b) you must be resident in a location permitted by us (applying our internal compliance policies) (the “Permitted Locations”);  c) you must meet the minimum requirements of our Standard Checks; d) you must hold one or more approved User Accounts;  e)  you must register a Supervisor in accordance with clause 5.2(b);  f) you must accept our privacy policy and our cookie policy. 5.2 To become registered as a User and initiate Trades, you may first request a Demo Account by:  a) completing the registration form and submitting it to us;  b) identifying and registering an individual to act as your Supervisor and providing supporting documentation specified on the website to verify: (i) that this individual is authorised to access and use the Service as your Supervisor (such documentation to include articles of association and/or notarial power of attorney as appropriate); and (ii) the individual's identity; and c) sending us the other mandatory information specified on the website. Once we receive your completed registration form, we may contact you and/or third parties to verify the information and/or provide us with further information to support your application (for example where required by applicable law or by the bank with which we hold the Segregated Accounts) and/or to verify the authority and/or identity of your Supervisor. 5.3 Once we have evaluated your registration form and have completed our Standard Checks, we will decide – on the basis of this information – whether or not to grant you access to a Demo Account.  If we grant you access to a Demo Account, we will communicate the instructions about your Demo Account to you and you must only use the Demo Account in accordance with those instructions.  You acknowledge and agree that the Demo Account does not entitle you to enter into any Trades or otherwise engage with other Users via the website. A Demo Account will remain valid for one calendar month. 5.4 If, following your evaluation of the Service using a Demo Account, or if you do not wish to open a Demo Account (and wish instead to apply for full registration) you notify us that you wish to register fully as a User of the Service, we will evaluate your application and may conduct any further Standard Checks that we require. If we accept you as a User we will:  a) notify you that your registration has been approved;  b) you will be asked to set up log-in details consisting of a username and password; and c) you will be given by email a unique, encrypted automatically-generated digital signature (“Signing Key”) for each authorised individual that is registered to use the Service on your behalf in accordance with these Terms.  You may only use the Service once you have received notification of such approval, the access code and signing key, and have confirmed your acceptance of these Terms. 5.5 You agree that we may use information about you to assess your credit risk profile, your trade execution risk profile and/or your money laundering risk profile. We may use such information to allow requested trading limits, define the documentary evidence that we may request from you and/or assess whether we can approve your use of all or part of the Service. 5.6 Registration for the Service is subject to completion of our Standard Checks to our satisfaction. We may in our sole discretion suspend a Service Account (including the Supervisor's and/or any Authorised User's rights to use the Service) while we conduct these Standard Checks.  

 

6 Standard Checks 6.1 We will conduct our standard checks on each organisation wishing to register as a User, and may also conduct further checks where we are required to do so following a change in applicable law and/or a change in our internal compliance policies. This will include conducting checks to confirm:  a) that the organisation meets the criteria set out in clause 5; b) the User’s identity in order to comply with applicable anti-money laundering regulations;  c) the User Account and Third Party Beneficiary Account details; and d) the identity and authority of your Supervisor and Authorised Users;  and may also include obtaining financial and credit reports from third parties and/or screening an organisation's identity against criminal lists provided by third parties.  In order to be accepted as a User or to maintain your registration as a User, you must provide the details we request and authorise third parties as necessary to release details about you.  All personal data collected as part of these standard checks will be processed in accordance with our privacy policy.

 

7 Representations and warranties 7.1 You represent and warrant that, at the date of your initial registration and each time you use the Service and/or the Subscription Services:  a) you have legal authority and capacity to agree to these Terms and use our website and Service and execute Trades lawfully; b) the individual you register as your Supervisor and each Authorised User is properly authorised to access and use the Service on your behalf; c) the Authorised Person(s) providing instructions on your behalf has full authority to do so; d) you meet the User criteria set out in clause 5;  e) you will use the Service is to facilitate payments for identifiable goods, services or direct investment only and not for any investment or speculative reason; f) all information you provide to us via the Service is, at the date it is provided, complete, accurate and not misleading; g) you will comply with all applicable laws in respect of your use of the Service and your trading activity via the Service; h) you have sufficient funds in the applicable currency required to complete any Trade that you agree to using the Service on the agreed date; and i) all monies you transfer to the Segregated Account(s) and any Margin Accounts are not connected in any way to any unlawful or illegal activity. 

 

8 Restrictions 8.1 When using this website and/or the Service and/or the Subscription Services, and conducting any trading activity via the website, you will not: a) breach these Terms; b) use the website or the Service or transfer any funds for any unlawful, illegal, fraudulent or unauthorised purpose; c) provide any false or misleading information; d) use a proxy or any system preventing the identification of your computer system; e) access the Service from a country which is not a Permitted Location; f) register to create more than one Service Account for the same entity; g) carry out any action that imposes an unreasonable or disproportionate load volume to our technical infrastructure or systems; h) send viruses, Trojan horses or any other computer program that is intended to or might destroy, harm, damage or interfere with our technical infrastructure, systems or databases; or intercept our systems, data or information; i) use bots, spiders or any other automatic or manual process to monitor, scrape and/or copy our website without our prior written consent; or  carry out any action that is intended to or might degrade or otherwise detrimentally affect the Service or any service of our payment processing or other third party providers. 

 

9 Complaints  9.1 Any queries or complaints about Kantox or the Service should be made to our Complaints team on +44 (0) 203 608 6984 between 9.00am to 5.00pm London time on Business Days, by emailing us at compliance@kantox.com or by clicking the 'Help Desk' link on the website. Our compliance officer will review any complaints received and we will respond as soon as possible.  Wherever possible, we will aim to respond to complaints within five (5) Business Days. If you are an eligible claimant you can take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR. 

 

10 Intellectual property rights 10.1 www.kantox.com, www.kantox.co.uk, www.kantox.es, www.kantox.fr, www.kantox.net, www.kantox.eu, www.kantox.de, www.fxpeerhedging.com, "KANTOX", “Tomorrow’s FX Today”, and all logos related to our service are owned by our licensors or us. It is forbidden to use, copy, imitate or modify them without our written consent. 10.2 All intellectual property rights in any content on the website (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors.  10.3 All intellectual property rights in the Service and the underlying technology are owned by us or our licensors. 10.4 We give you a non-exclusive licence to use and access the website and its content solely for your own personal use provided that you will not copy or make any part of the website or its content available for access or use by any other person, except as expressly permitted by these Terms or otherwise expressly authorised by us.  f) all information you provide to us via the Service is, at the date it is provided, complete, accurate and not misleading; g) you will comply with all applicable laws in respect of your use of the Service and your trading activity via the Service; h) you have sufficient funds in the applicable currency required to complete any Trade that you agree to using the Service on the agreed date; and i) all monies you transfer to the Segregated Account(s) and any Margin Accounts are not connected in any way to any unlawful or illegal activity. 8 Restrictions 8.1 When using this website and/or the Service and/or the Subscription Services, and conducting any trading activity via the website, you will not: a) breach these Terms; b) use the website or the Service or transfer any funds for any unlawful, illegal, fraudulent or unauthorised purpose; c) provide any false or misleading information; d) use a proxy or any system preventing the identification of your computer system; e) access the Service from a country which is not a Permitted Location; f) register to create more than one Service Account for the same entity; g) carry out any action that imposes an unreasonable or disproportionate load volume to our technical infrastructure or systems; h) send viruses, Trojan horses or any other computer program that is intended to or might destroy, harm, damage or interfere with our technical infrastructure, systems or databases; or intercept our systems, data or information; i) use bots, spiders or any other automatic or manual process to monitor, scrape and/or copy our website without our prior written consent; or  carry out any action that is intended to or might degrade or otherwise detrimentally affect the Service or any service of our payment processing or other third party providers. 9 Complaints  9.1 Any queries or complaints about Kantox or the Service should be made to our Complaints team on +44 (0) 203 608 6984 between 9.00am to 5.00pm London time on Business Days, by emailing us at compliance@kantox.com or by clicking the 'Help Desk' link on the website. Our compliance officer will review any complaints received and we will respond as soon as possible.  Wherever possible, we will aim to respond to complaints within five (5) Business Days. If you are an eligible claimant you can take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR. 10 Intellectual property rights 10.1 www.kantox.com, www.kantox.co.uk, www.kantox.es, www.kantox.fr, www.kantox.net, www.kantox.eu, www.kantox.de, www.fxpeerhedging.com, "KANTOX", “Tomorrow’s FX Today”, and all logos related to our service are owned by our licensors or us. It is forbidden to use, copy, imitate or modify them without our written consent. 10.2 All intellectual property rights in any content on the website (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors.  10.3 All intellectual property rights in the Service and the underlying technology are owned by us or our licensors. 10.4 We give you a non-exclusive licence to use and access the website and its content solely for your own personal use provided that you will not copy or make any part of the website or its content available for access or use by any other person, except as expressly permitted by these Terms or otherwise expressly authorised by us. 10.5 Except to the extent expressly set out in these Terms, you are not being given any rights in respect of any intellectual property rights owned by us or our licensors and you acknowledge that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by downloading any content from the website.  10.6 If you upload any content to the website, you retain any intellectual property rights you may have in any such content, however you agree to grant us, our affiliates and anyone else permitted by us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to copy, adapt, create derivative works from and communicate to the public all such content (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author of such content.  10.7 You may not (directly or indirectly): a) copy any part of the website (except to the extent that this occurs automatically in the normal course of your accessing the website using a browser); or b) modify, translate, or otherwise create derivative works from any part of the website. 10.8 Any requests to use the website or our intellectual property rights in a way that is not expressly authorised above should be directed to: support@kantox.com. 

 

11 Confidentiality 11.1 Each party to a Trade and/or a Subscription Service will keep confidential any information that Kantox supplies to it in connection with the Trade. Confidential information will include all information marked as being confidential and any other information that might reasonably be assumed to be confidential. Neither party will disclose any such confidential information except to:  a) anyone who this agreement says the information may be disclosed to; b) those of their employees who need the information in order to enable the party concerned to carry out any of its obligations in respect of the Trade or exercise any of its rights under this agreement; c) their auditors or lawyers; and/or d) any temporary staff, contractors or consultants working for the party concerned, provided that disclosure of the information is necessary in order to enable the person to whom it is disclosed to carry out the work concerned. 11.2 Each party will be responsible for ensuring that any person to whom information is disclosed by them complies with any conditions of confidentiality applying to the information concerned under these Terms. 11.3 This clause does not apply to information which:  a) is or becomes available to the public other than because of any breach of these Terms; b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or d) a party is required to disclose by a court or by any regulatory authority, provided that if such party is required to do so, such party will, wherever practicable, consult with the other party before making such disclosure. 

 

12 Website disclaimer  12.1 We will use all reasonable endeavours to ensure that the website is available for use for as much of the time as possible, but we do not guarantee that it will be available all of the time and, in particular, it may be unavailable from time to time due to scheduled maintenance or upgrades or for reasons outside our control (such as failures of internet access).  12.2 If the website or Service is unavailable for any reason, the Trades will remain valid. If we are unable to facilitate Clearing, we will use our reasonable efforts to inform the parties to the affected Trades and the parties will cooperate to make the Clearing directly between themselves or through a third party.   12.3 We do not give or enter into any condition, warranty or other term to the effect that the website: a) is or will be available all of the time; b) is or will be free from defects; or c) will comply with any particular standards. 12.4 We will not be liable for any errors or omissions in any content provided by Users (for example, any inaccurate or incomplete user details). 

 

13 Other disclaimers 13.1 You acknowledge and agree that the Service we provide only facilitate Trades via the website and that any material and information we provide on the website is for information purposes only. Accordingly, you acknowledge and agree that:  a) you will use the Service and enter into any Trades on the basis of your own skill and judgement and having conducted due diligence with reference to your own particular financial objectives;  b) we do not solicit, recommend or endorse any particular Users, Market Trades, or trading activity conducted via the Service; c) we do not offer any advice about the risks relating to any particular Trade or another User’s credit worthiness or reliability; and d) we do not represent that any particular Trade is suitable for you.  No information or materials on this website should be construed as advice in respect of Users, Trades or risk levels, and we recommend that you seek independent advice and/or conduct your own due diligence before undertaking any trading activity on the website. 13.2 While we use all reasonable efforts to ensure that our Market Rates are accurate and mid-market, we do not make any representation about them. Each User must use its own judgement and conduct its own due diligence and market benchmarking to evaluate the Market Rates.  

 

14 Our liability  14.1 This clause 14 shall not apply to our liability to refund unauthorised or incorrectly executed Remittance Transactions, which is set out in clause 24. 14.2 If a Liquidity Provider suffers an Insolvency Event or is in breach of any of its obligations in respect of the Market Trade, Kantox will use reasonable efforts to assign to a User any claim it has against the Liquidity Provider and will not be liable to the User for any financial loss or opportunity cost related to a default under the Market Trade and User will release Kantox from any liability.  14.3 We will not be liable to you for any delay or failure in performing any of our obligations in respect of a Trade if such delay or failure is caused by: a) circumstances outside our reasonable control (including any delay caused by any act or default of a bank and/or other third party, and any failure of the internet or an internet connection); b) any failure, error, essential maintenance, critical change, repairs or alteration of any computer systems, communication system or transmission link under third party control;  c) any incorrect payments resulting from the provision by the User of an incorrect or incomplete Transaction Unique Identifier; d) any disruption to the normal functioning of the market or other adverse market conditions; or e) or any third party (including a bank) making necessary inquiries, compliance checks or undertaking duties or obligations as required by applicable law. 14.4 We will not be responsible to the extent that the Service fails to perform due to one or more of the following:  a) the malfunction of software not provided by Kantox b) the malfunction of hardware c) your negligence or fault, or d) your failure to follow the instructions set forth in the Documentation. 14.5 Although we try to obtain beneficial rates for our Users, we do not give any warranty or representation in respect of the exchange rates for any particular transaction and do not guarantee or represent that the exchange rates available via the Service are the best or most competitive available in the market. 14.6 We will not be liable for any Loss caused by the acts or omissions of third parties providing credit rating or other financial information, the bank which holds the Segregated Accounts or any collection service provider we collaborate with. 14.7 Except as expressly set out in these Terms, no implied conditions, warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, will apply to the website or to any service provided by us via the website. 14.8 Subject to the provisions of this section, our total aggregate liability to you arising from or in connection with a Trade and in relation to anything which we may have done or not done in connection with the Trade (and whether the liability arises because of breach of contract, negligence or for any other reason) will be limited to the amount deposited by you into the applicable Segregated Account for that Trade. 14.9 We will not be liable to you for any: (a) loss of profits; (b) loss of revenue; (c) loss of goodwill; (d) loss of anticipated savings; or (e) indirect, special or consequential loss or damage; even if we have been advised of the possibility of such damages and whether such loss or liability arises due to negligence, breach of contract, misrepresentation or for any other reason. 14.10 Nothing in these Terms will in anyway limit or exclude our liability for negligence causing death or personal injury, for fraudulent misrepresentation or for anything which may not be legally excluded or limited.  14.11 Each User of the Service is responsible for making their own decision whether to enter a Trade and Kantox does not provide any advice, recommendation or opinion as to the merits of entering into a particular Trade and nothing we say, do or publish should be relied upon for this purpose. 
 

15 Indemnity Each party to a Trade will indemnify us from or against any Loss that we suffer or incur in connection with any claim by the other party or any third party in relation to the indemnifying party’s acts or omissions in relation to the Trade.  

 

16 Taxes Each party to a Trade must ensure that its trading activities comply with applicable tax laws and regulations.  We do not assume any liability in this respect. 

 

17 External links Our website may include links to other websites.  These links may be provided by us, to provide you with access to information and services that you might find useful or interesting, or they may be provided by users.  We do not endorse, and are not responsible for the content of, these other websites or for anything provided by them and do not guarantee that they will be available at any given time. 

 

18 Personal information Use of any personal information submitted via the website through use of any service provided via the website is governed by our privacy policy and the cookies policy. 

 

19 General 19.1 Termination of a Trade will not affect any accrued rights or liabilities that either party to the Trade or that we may have by the time termination takes effect.  19.2 Irrespective of where you access the website, these Terms and your access and use of the website will be governed by English law, and you agree that any dispute between us and regarding the website of these Terms will be dealt with by the English courts, provided that nothing will prevent us from bringing proceedings to protect our intellectual property rights before any competent court. 19.3 Access to the website or to any content from territories where use of the website (or any part of it) is illegal or unlawful is expressly prohibited. If you choose to access the website from outside the United Kingdom, you do so of your own accord and are responsible for compliance with local laws. 

 

20 Contacting us Please submit any questions you have about these Terms, any notifications to us or any problems concerning the website or its use to us by any of the following means:   a) by email: support@kantox.com; b) by phone: +44 (0)20 3608 6984 between 9.00am and 5.00pm London time on Business Days; c) by post to: Customer Support, Kantox Limited, 9 Devonshire Square, 3rd Floor, London E2M 4YD, United Kingdom. 

 

21 The Service 21.1 We operate a currency exchange platform on this website. The Service is only available to users which have fully registered to use the Service (“Users”) in accordance with and subject to these Terms. The process by which Users can seek to exchange currency via the website (i.e. place a “Trade”) is set out below.  All Trades must be made for commercial and non-investment purposes.   Some parts of the Service may be offered as a Subscription Service, which requires a separate contract between you and Kantox. Subscription Services provide access to specific functionalities on our website and / or to expert services. 21.2 Currency exchange via the Service and subject to these Terms are those where a User that wishes to initiate a Trade through our Service will initiate a "Market Trade" as the default currency exchange mode. A "Market Trade" is the sale of currency through a Liquidity Provider. Terms applicable to Market Trades are set out in section 22. 21.3 A User wishing to initiate a Trade must post a Trade proposal via the website or in electronic form via the Software in the required form (“Order”).  The details that must be included in the Order will include: a) the type of Trade intended, being a buy or sell of specific currency; b) the applicable currencies to be bought and sold;  c) the preferred value date;  d) details of the User Account, the corresponding bank or (where clause 15 applies) the applicable Third Party Beneficiary Account details including:  a. the relevant Transaction Unique Identifier. Unless we specify otherwise, this will be: i. in respect of Eurozone payments, a valid IBAN and BIC/Swift;  ii. in respect of payments in the UK, the sort code and account numbers; iii. in respect of payments in the US, the ABA and routing numbers;  iv. where a corresponding bank is to be used in the payment transaction, the BIC/SWIFT. b. the account holder's exact and complete name as per the holder’s bank records; c. the account holder’s address details as per the records you hold;  d. the currency or currencies the account holder is entitled to receive into the account;  e. the bank’s name and address; and f. any reference that it wishes us to use for payments (instead of our default “B/O Client Name”; UTN”); and e) in the case of a payment to a Third Party Beneficiary, the details required by clause 28.2. 21.4 Once a Trade has been posted, then depending on whether the User and Trade fulfil the criteria set out in sections 22, the Service will generate a Market Trade. The processes for agreeing a Trade are set out in clauses

 

22. 21.5 Users can access to a summary of their activity using the Service via the website. 22 Market Trades 22.1 A User will only be entitled to place an order for a Market Trade if it registers to use the Service as set out in clause 4.  22.2 Under the Market Trade mode, a User is able to buy (or sell) currency through Kantox from (or to) one or more Liquidity Providers at the rate quoted by the Liquidity Partner(s) on its or their platform(s) and as offered to Kantox. 22.3 Except where clause 22.8 and 22.9 applies, the process for agreeing a Market Trade is as follows: a) The User must log in to the Service using its username and password and submit an Order via the website with the details required by clause 5.3. b) Once the Order for the Market Trade is submitted via the website, the User will be informed of the following details:  g. the applicable exchange rate for the Market Trade; h. the counter-value of the amount requested to exchange; and i. our fee for that Market Trade, calculated in accordance with the fee and charges set out in Annex A. c) A User wishing to execute a Market Trade will have to introduce the Signing Key. d) Once a Market Trade is executed, we will send the User an email confirming the Market Trade and providing Completion Documents. 22.4 For each Market Trade: a) the submission of an Order for a Market Trade will be treated as an offer by the User to Kantox;  b) Kantox, which acts as principal, hedges its own position by entering into a back-to-back trade as principal with the Liquidity Provider; and c) acceptance by the Liquidity Provider of the Order will be deemed to be an acceptance by Kantox of the Order. Kantox may, in its sole discretion, reject any Order for a Market Trade. 22.5 We may require that the User transfers a cash deposit into a designated account ("Margin Account") as security for the fulfilment of User’s obligations under a Market Trade (“Margin Deposit”) and/or to fulfil any other payment obligations of the User in relation to its use of the Service in accordance with our Margin Policy. If the Margin Deposit is not sufficient to cover a potential loss of a position, we shall be entitled to request an additional deposit ("Margin Call"). Such deposits must be made within two (2) Business Days of our request. If the User does not comply with this obligation, we may cancel the applicable Market Trade and the User will be liable for all losses we incur including the loss of any margin deposit that we have deposited with the Liquidity Provider in respect of the Market Trade. Upon transfer of the Margin Deposit, full ownership and title to the transferred sums will vest in KANTOX and such money will not be held in our Segregated Account. This means that the User will no longer have a proprietary interest over the Margin Deposit and KANTOX can deal with it in its own right.  Any Margin Deposit that we receive from the User may be used in relation to the applicable Market Trade or a separate Trade that the User is party to. You will have the right to be repaid any Margin held by us in excess of any Losses suffered by Kantox.  22.6 We will use all reasonable efforts to ensure that the Service will accurately display the currency exchange rates supplied by the Liquidity Provider, but cannot guarantee an exact match between the rate applied by the Liquidity Provider and the rate on our website. If there is any discrepancy between the rates, the rate applied by the Liquidity Provider will prevail.  Any such rates displayed are indicative only and neither KANTOX nor the Liquidity Provider can guarantee that any User will benefit from such rate on closing a Market Trade.  22.7 The User acknowledges that the rate quoted for Market Trades will be the Liquidity Provider Rate plus, at least, the Liquidity Provider Spread. 22.8 For security purposes, KANTOX may, on a discretionary basis, allocate a limit to the number and/or size of Market Trades that a User can place ("Trade Limit").  22.9 If you are using the Software to submit an Order you authorise us to act on the instruction given or appearing to be given by you using the Software and received by us in electronic form. Each Order submitted via the Software forms a commitment which may only subsequently be amended or revoked by you with our prior consent (such consent will not be unreasonably withheld) at any time before that Order is executed. You will be responsible for the genuineness and accuracy, both as to content and form, of any instruction received by us.  22.10 If clause 22.8 applies to an Order for a Market Trade, we will decide in our sole discretion:  a) whether the User is eligible to directly close the Market Trade; and  b) the currency pairs, the amount and the maturity that a specific User is entitled to trade as a Market Trade.  In making a decision under this clause 22.10, we will apply our internal risk policy taking into account the User's trading history as reflected in the User's data that we hold. 22.11 If the User breaches any of its obligations under these Terms, including where the User fails to fund any Margin Deposit and/or Margin Call as required under clause 22.5 or fails to pay the agreed amount of currencies to the Margin Account for a specific Trade, we may in our sole discretion reject any Order(s) submitted by that User. In any such case, the User will be liable for all Losses we incur as a result of such cancellation including any loss of any Margin Deposit(s) that we have deposited with the Liquidity Provider.  22.12 If we reject any Order(s) under clause 22.11, we will notify you of: a) the rejection;  b) if possible, the reasons for such rejection; and  c) where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure for rectifying those factual errors that led to the rejection. Any such notification will be given or made available to you at the earliest opportunity, and in any event: d) by the end of the Business Day following the time of receipt of the payment order, where the Trade is in Euro, executed wholly within the United Kingdom in Sterling, or involving only one currency conversion between the Euro and Sterling, provided that: a. the currency conversion is carried out in the United Kingdom; and in the case of crossborder payment transactions, the cross-border transfer takes place in Euro by the end of the fourth Business Day following the time of receipt of the Order where the payment does not fall within paragraph 6.12 (d) but is to be executed wholly within the EEA, each of these time periods being a "Relevant Credit Period". 

 

23 Acceptance and Clearing  23.1 Following acceptance of a Market Trade using the Signing Key or the Software, the Service will generate a unique identifying number for each User to the Trade (“UTN”).  The User should use its UTN in any reference to the Trade on the Service. The Service will also email the following documents to the User (“Completion Documents”):  a) a confirmation of the details of the Trade including the UTN that the payments must carry as reference for payment; and b) instructions for the transfer of funds by the User to the Segregated Account, including the deadline for the transfer, the Segregated Account details and the UTN. 23.2 Any errors in the Completion Documents must be notified to us within 24 hours of acceptance at support@kantox.com, otherwise all the details set out in the Completion Documents will be deemed to be correct.  23.3 The User must transfer the agreed amounts into the applicable Segregated Account in accordance with the Completion Documents.  23.4 On the Value Date, or on the next Business Day if Value Date is not a Business Day, applicable funds deposited in the Segregated Account by the User pursuant to the Completion Documents will be transferred out of the Segregated Account into the account of the Liquidity Provider to enable KANTOX to discharge its liabilities assumed in connection with the Market Trade. On receipt of the funds by the Liquidity Provider, we will execute the Trade by ordering the Liquidity Provider to transfer the agreed funds to the Segregated Account(s) for further transfer to the User's User Account or Third Party Beneficiary Account ("Clearing”).  The date on which this occurs will be referred to as the “Value Date”. Clearing of Market Trades is conditional on: a) the receipt of the applicable funds to the Segregated Account by the User on or before the applicable Value Date and otherwise in accordance with the Completion Documents;  b) the provision to us of correct User Account or Third Party Beneficiary Account details (as applicable) by the User; and c) where payment is to be made to a Third Party Beneficiary, the provision of all necessary information to our satisfaction in accordance with clause 28. 23.5 Where we execute a payment transaction in accordance with a User Account or Third Party Beneficiary Account details that the User has given to us that is incorrect or incomplete in respect of a payment to a User Account, the account of a corresponding bank or Third Party Beneficiary Account, we will not be liable for any Loss, consequential delay or failure on our part to complete a payment into that account (including where such payment is made on our behalf by a Liquidity Provider).  23.6 Where an incomplete or incorrect User Account or Third Party Beneficiary Account details have been given by the User in relation to a payment, we will be entitled to charge for our reasonable costs in assisting in any recovery of the relevant funds; or if you are a Non-Consumer, be entitled to charge a Rejected Payment Charge; and in either case, make reasonable efforts to assist the User to recover the relevant funds. 23.7 If you are a Non-Consumer and a payment is rejected or blocked by the recipient bank for any reason other than as a result of your provision of an incorrect or User Account or Third Party Beneficiary Account, then we will as soon as practicable, contact the relevant User to ask for correct and complete account details; and be entitled to charge the Rejected Payment Charge for the returned payment and (if applicable) the reissue of a new payment. 23.8 If a payment is rejected or blocked by the recipient bank for any reason other than as a result of your provision of an incorrect or incomplete User Account or Third Party Beneficiary Account, then we will: a) be liable for the correct execution of the Trade unless it can be proved to the User that the recipient bank received the amount of the payment transaction within the Relevant Credit Period;  b) on request, make immediate efforts to trace the payment and notify the User of the outcome; and c) where we are liable, without undue delay refund the User the amount of the non-executed payment and, where applicable, restore the debited User Account to the state in which it would have been had the defective payment not taken place. 

23.9 If a User delays in transferring the correct amount into a Segregated Account by the applicable date and time specified in the Completion Documents (with the effect that the correct amount is not available in the Segregated Account by that date), then without limiting any other rights we may have under these Terms Clearing will be delayed by the length of time of the User's delay; and the User will be charged a Roll Over Charge for each day of delay ("Roll Over Charge").  23.10 If a User is expecting to receive several payments from the Segregated Accounts on the same date, we may instruct the bank holding the Segregated Accounts to release the payments in one lump payment or as one payment per Trade. 

 

24 Liability for unauthorised or incorrectly executed Remittance Transactions 24.1 Users must let us know without undue delay by email to support@kantox.com of any unauthorised or incorrectly executed Remittance Transactions.    24.2 A User shall only be entitled to redress under clause 24.4 if the User notifies us without undue delay on becoming aware that the Remittance Transaction was unauthorised or incorrectly executed and in any event no later than 13 months after the value date.  For the purposes of this clause 24, “unauthorised” means a Remittance Transaction which has not been consented to by the User whether as a result of fraud or otherwise. 24.3 In respect of each Remittance Transaction, our obligation to complete the payment is owed to the User instructing us to make the payment.  This means that in the case of the non-execution or defective execution of a Remittance Transaction, KANTOX will have no liability to the User intended to receive such funds and any liability will be to the User who is the payer of that particular Remittance Transaction.   24.4 Subject to the sub-clauses below and to clauses 24.2, 24.5 and 24.6, we will be liable to refund the User for any unauthorised Remittance Transactions or any incorrectly executed Remittance Transaction with the nominal amount of the Remittance Transaction in the same currency as payer User's payment order.  Notwithstanding this obligation or any liability which cannot be excluded by law, KANTOX will not be liable to pay the User for any other Loss arising from unauthorised or incorrectly executed Remittance Transactions.   24.5 The User will be liable for unauthorised Remittance Transactions in the event the User has acted fraudulently, or intentionally or with negligence failed to keep its Account Details secure under clause 4.4 (provided that the relevant Remittance Transaction occurs prior to our receipt of any User notification under clause 4.4 of a security breach). 24.6 In respect of any non-execution or defective execution of any Remittance Transaction where: a) the User has provided an incorrect or incomplete Transaction Unique Identifier, the provisions of clause 23.7 will apply; b) the User has provided us with an incorrect UTN, we will not be liable for such non-execution or defective execution; and c) we have evidence that the recipient's User Account provider (or Third Party Beneficiary Account provider or corresponding bank) has received the Remittance Transaction, we will not be liable for such non-execution or defective execution. 

 

25 Payments 25.1 Each party to a Trade assumes full liability for any shortfall in the amount deposited by that party into the Segregated Account and the applicable amount agreed in respect of the Trade ("Shortfall").  Accordingly: a) The User is responsible for paying any costs, fees, bank commissions or other third party charges related to the transfer of funds to the Segregated Account, and shall make all payments under the 'shared' mode (not 'beneficiaries pays all' mode) so that the amount deposited by the User in the Segregated Account equals the applicable amount specified in the Completion Documents and Clearing may be carried out in accordance with the agreed terms.  b) All payments made by a User in respect of a Trade must take into consideration any tax deductions required by applicable law. If any deduction is carried out, the User will increase its payment to the other party so that the final amount to be received by the other party once the deduction has been made is equal to the amount the other party would have received if the deduction had not be made. c) The User will be fully liable in accordance with these Terms if the funds transferred to the Segregated Account are insufficient to proceed to Clearing. 25.2 If there is a Shortfall in respect of a Trade as described in clause 25.1, we may in our sole discretion decide whether or not to execute that Trade.  If we decide in our discretion to proceed to execute the Trade despite the Shortfall: a) we will add the Shortfall to the Monthly Invoice of the applicable User and the User will be liable to pay us the Shortfall in accordance with the terms set out in clause 32; and   b) we may also charge a Shortfall Charge to cover our funding and management costs, which will also be added to the Monthly Invoice and will be payable in accordance with the terms set out in clause 32.   c) If we decide not to execute the Trade by the Settlement Date: d) we will contact the User ; and  e) unless the User cancels the Trade in accordance with the terms of clause 36, we will put the applicable Trade on hold for a maximum of three (3) Business Days, in which case each day of delay will be treated as a day of delay under clause 23.9. If the Trade has not been completed within that three (3) Business Day period, we may cancel the Trade in which case the provisions of clause 36 will apply. 25.3 Any amount transferred to a User Account from a Segregated Account will be a net amount reduced by any specific third party cost or charge for transfer.  25.4 When a Remittance Transaction is:  a) denominated in Euros, we will ensure the Remitted Transaction is credited to the other Trade party's User Account (or Third Party Beneficiary Account) by the end of the Business Day following the Value Date (or when the Remittance Transaction is a termination charge, the end of the Business Day following the date on which the Remittance Transaction is to be made); b) denominated in pounds sterling and the other Trade party's User Account (or Third Party Beneficiary Account) is located within the United Kingdom, we will ensure the Remitted Transaction is credited to the other Trade party’s User Account (or Third Party Beneficiary Account) by the end of the Business Day following the Value Date (or when the Remittance Transaction is a termination charge, the end of the Business Day following the date on which the Remittance Transaction is to be made);  c) denominated in another currency but the other Trade party's User Account (or Third Party Beneficiary Account) is located within the EEA, we will ensure the Remitted Transaction is credited to the other Trade party's User Account (or Third Party Beneficiary Account) by the end of the fourth Business Day following the Value Date (or when the Remittance Transaction is a termination charge, the end of the fourth Business Day following the date on which the Remittance Transaction is to be made); d) denominated in another currency but the other Trade party's User Account (or Third Party Beneficiary Account) is located outside the EEA, we will ensure the Remitted Transaction is credited to the other Trade party's User Account (or Third Party Beneficiary Account) by the end of the fourth Business Day following the Value Date or when the Remittance Transaction is a termination charge, the end of the fourth Business Day following the date on which the Remittance Transaction is to be made. 25.5 Payments to be made by or to Users in respect of Trades are subject to payment compliance checks by or on behalf of Kantox and/or banks (including your sending or receiving bank) in order to comply with money laundering and other applicable laws (including but not limited to the Money Laundering Regulations 2017 (as amended from time to time). You acknowledge and agree that payments may be blocked, delayed or refused as a result of this compliance process, and that, in such cases, Kantox may be prohibited by applicable law from informing you of the reason for such action. Kantox will not be liable for any Loss suffered by a User as a result of or in connection with any such action.

 

26 Third Party Provider 26.1 You can instruct a Third Party Provider to access information or make Payments as long as it is open and transparent about its identity and acts in accordance with the relevant regulatory requirements (but unless we say otherwise, you must not give your security details to a third party). We will treat any instruction from a Third Party Provider as if it were from you. 26.2 We may refuse to allow a Third Party Provider to access the Kantox Service  if we are concerned about unauthorised or fraudulent access by that Third Party Provider. Before we do this we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you immediately afterwards. In either case, we will tell you in the way in which we consider most appropriate in the circumstances. We won’t tell you our reasons where doing so will undermine our reasonable security measures or otherwise be unlawful. We may make available to a Third Party Provider a specific means of accessing the Kantox Service. If we do, and it tries to access Kantox  by a different way, we may refuse to allow that access. 26.3 If you think a payment may have been made incorrectly or is unauthorised, you must tell us as soon as possible even where you use a Third Party Provider 

 

27 Authorised Persons 27.1 We will only accept payment or other instructions from Authorised Persons on your behalf. We will be entitled to assume that any Authorised Person providing instructions has full authority to give instructions on your behalf. 27.2 An Authorised Person can be any Authorised User who has been named as your Authorised Person in an Authorised Signatory Form. You must provide all details we request in order to enable us to verify the identity and authority of each nominated Authorised Person.  

 

28 Third Party Beneficiaries 28.1 We may, in our sole discretion, allow a User to elect that payments it will receive for a Trade via the Service will be paid to a Third Party Beneficiary nominated by the User, provided that the Third Party Beneficiary is an entity and not an individual.  Any such request by a User must be made to us at the time that the User places a Post for the applicable Trade.  User acknowledges that such Third Party Beneficiary payments carry a money laundering risk for Kantox and Kantox will be required to carry out due diligence on the Third Party Beneficiary.   28.2 In order to enable us to consider any such request, the User must provide us with all necessary information about that Third Party Beneficiary that we request, including: a) a copy of the purchase order or other contract or any similar document(s) that demonstrates the need for the payment to be made to the Third Party Beneficiary; b) the Third Party Beneficiary Account details and the relevant Transaction Unique Identifier (such details to be provided no later than two (2) Business Days before the Settlement Date of the applicable Trade); c) the full details and address of the Third Party Beneficiary and any documents we require to verify such information; and d) (where the Third Party Beneficiary is a subsidiary, information regarding the activity of the subsidiary and its shareholding structure. 28.3 We will consider requests to make payments to Third Party Beneficiaries at our sole discretion.  We will refuse any request to make a payment to an individual and may refuse in our sole discretion any payment to a payee not located in one of the countries permitted by us applying our internal compliance policies  (“Permitted Payee Location”). 28.4 Without prejudice to our rights under clause 37, if a Trade is accepted in accordance with the Terms and we subsequently decide that the nominated Third Party Beneficiary has not provided some or all of the information required by clause 28.2 or met the conditions of clause 28.3, we may in our discretion determine that Third Party Beneficiary to be ineligible to receive the applicable payment as part of the Remittance Transaction. In such case: a) the User is not entitled to cancel the Trade as a result;  b) we may put the Trade on hold for a maximum of three (3) Business Days in which case each day of delay will be treated as delay under clause 23.7; c) if the Trade has not been completed within that three (3) Business Day period, we may cancel the Trade in which case the provisions of clause 36 will apply; and d) we will not be liable to a User for any Loss incurred by the User as a result of our decision under this clause 28.4. 28.5 If we refuse to make a payment to a Third Party Beneficiary, we will not be liable for and the User will bear all costs related to the return to the User of the currencies purchased, including any conversion costs and/or shortfall in amounts resulting from us returning currencies purchased to the User Account in a currency which is not supported by that User Account.   28.6 If we approve the User’s request under clause 28.1, any errors in the Third Party Beneficiary Account details must be notified to us at least 24 hours before the Settlement Date, otherwise all the details will be deemed to be correct.  28.7 If a User wishes to change the Third Party Beneficiary or Third Party Beneficiary Account details after a Trade is confirmed by us under clause 22.3(d), the User must submit the requested change(s) by email to support@kantox.com and confirm them by phone to us at the number set out at clause 20. The User must provide all details required by clause 28.2 in respect of any requested substitute or new Third Party Beneficiary.  While we will use reasonable efforts to consider any such requested change, we cannot guarantee that we will be able to do so before completion of the applicable Trade, and we will not be liable for any Loss that you may suffer as a result of any payment made to the original Third Party Beneficiary named as at the date on which the Trade was confirmed 

29 User Accounts and Third Party Beneficiary Accounts 29.1 On registration with us, a User must designate and provide details of one or more User Accounts (and/or Third Party Beneficiary Accounts subject to clause 28. Details of Third Party Beneficiary Accounts may also be provided after registration subject to clause 28. Each User Account and any Third Party Beneficiary Account will: a) be held with a reputable banking institution complying with the highest international antimoney laundering standards; b) be held in the User’s name (or Third Party Beneficiary’s name as applicable); and c) have the User (or Third Party Beneficiary as applicable) as the sole beneficiary. 29.2 We may refuse in our sole discretion any account held by a bank that we do not consider to comply with the above criteria. 29.3 User will cooperate with us and provide us with reasonable assistance (including authorising the release of information about the User) to enable us to conduct due diligence to verify: (i) the User’s identity; (ii) any Third Party Beneficiary’s identity; and (iii) User Accounts and/or any Third Party Beneficiary Accounts.  29.4 We may refuse in our sole discretion any payment to a payee not located in a Permitted Payee Location.   29.5 All payments to be made or received by a User pursuant to a Trade must be ordered from or directed to one of its approved User Accounts or Third Party Beneficiary Accounts. We may, in our sole discretion, reject any payment received from, or ordered to, an account not matching the User Account or Third Party Beneficiary Account details provided under this clause 29 (as applicable). 29.6 We will not be liable for and the User will bear all costs related to the return to the User of currencies purchased including any conversion costs or shortfall in amounts resulting from us returning currencies purchased to the User Account in a currency which is not supported by that User Account.   

 

30 Permitted currencies 30.1 The Service is only provided in respect of the currencies listed on the website (“Permitted Currencies”). No Offers for Trades in any other currencies may be made via the website. 30.2 a Permitted Currency ceases to be a currency unit, then:  a) that currency will automatically be removed from the list of Permitted Currencies from the time on which it ceased to be a currency unit;  b) all Trades booked prior to that date will deemed to have been cancelled; and  c) no Offers for future Trades in that currency may be submitted to the website after that date.   If a Trade is cancelled under this clause 30.2, each party to the Trade will bear its own risk and any Loss suffered as a result.

 

31 Segregated Account31.1 We will hold all funds transferred to us by Users to complete Trades in our segregated User accounts (each a “Segregated Account”).  We will hold one Segregated Account for each Permitted Currency.  All funds transferred from Users in a particular Permitted Currency will be pooled, but separately identified, in one Segregated Account. 31.2 Each Segregated Account will be held with a Prudential Regulation Authority authorised bank located in the UK that we select from time to time. Each Segregated Account is managed in accordance with applicable laws and regulations, including those under regulation 23 of the Payment Services Regulations 2017. Money in each Segregated Account is segregated from all of our other assets and cannot be used by us other than for the purpose set out above.  In the event of our insolvency, Users will be able to claim against funds in the Segregated Account in priority to all other creditors in accordance with regulation 23 (14) of the Payment Services Regulations 2017.  31.3 Payments to a Segregated Account must be made in accordance with our written instructions to you.  Your payment instruction for each payment to a Segregated Account must include your UTN or any reference that Kantox includes in the Completion Documents.  If you fail to do so, we will not be liable for any delay or failure on our part in executing a Trade to the extent that such delay or failure results from your failure to provide the correct UTN or other reference. Where your UTN or other reference is missing, incorrect or incomplete, you acknowledge that the bank holding the Segregated Account may reject your payment and you agree to pay any associated costs that the bank may charge in relation to the rejected payment. 31.4 Payments may only be made to a Segregated Account in a Permitted Currency. 31.5 Amounts initially deposited by you in a Segregated Account for the purposes of a Trade will, until Clearing occurs, remain your property and are not held on behalf of the other party to your Trade. We do not pay interest to Users on any money held in the Segregated Accounts.  31.6 We will not be liable for any fees or commissions charged by any intermediary bank or other entity when funds are transferred to or from the Segregated Account. 

 

32 Fee and charges 32.1 The fee and/or charges payable in respect of our Service are attached to these Terms as Annex A.  The fee and/or charges payable in respect of the Subscription Services are agreed in a separate contract. We will apply the appropriate VAT to our fees and charges. The commission fee payable in respect of a Trade will be detailed in an invoice. 32.2 We may change the fee and/or charges that we charge in respect of our Service by giving you no less than two (2) months' notice of any changes to the fee and/or charges that we charge.  You will be deemed to have accepted these changes unless you notify us to the contrary before the proposed date of their entry into force.  You have the right to terminate your agreement to these Terms and without charge before the proposed date of the entry into force of these changes. 32.3 All fees and charges generated in a specific month will be set out in an invoice on the first day of the following month (the “Monthly Invoice”). Each Monthly Invoice will detail and itemise: a) the fees and/or charges payable in respect of each Trade during the applicable month;  b) the fees and/or charges payable in respect of a Subscription Service; c) any Shortfall and Shortfall Charges payable under clause 25.2;  d) any Roll Over Charge payable under clause 23.9 for the applicable month;  e) Administration Charges payable for the applicable month;  f) Rejected Payment Charges payable for the applicable month; and g) any other charges payable under these Terms (including under sections 23 and 24). Each Monthly Invoice is payable within 15 days of the date of the Monthly Invoice. 32.4 A minimum fee will apply to each Trade via the website ("Minimum Fee") irrespective of the amount traded.  The Minimum Fee is set out in Annex A. 32.5 We may charge interest on all charges and/or fee outstanding beyond the date on which they are due for payment to us.  We may charge interest on that basis from the date payment was due until the date of payment (including after any judgment has been obtained) at the rate of 5% over the EURIBOR rate. 32.6 User will be responsible for paying any fee, commission or expense charged by the User’s bank in respect of any transaction carried out via the Service or the website. 32.7 The currency used for invoicing a User will be the currency set up by the User in its profile on the website ("Invoicing Currency"). The User may change its Invoicing Currency from time to time but any such change will only apply to invoices sent to that User after the change in Invoicing Currency is effective on its profile. We may refuse to invoice Users in currencies other than Euro, GBP, USD or CHF. 

 

33 The Subscription Services 33.1 The term of each subscription shall be as specified in the applicable Subscription Form. Except as otherwise specified in a Subscription Form, subscriptions will automatically renew for one term equal in duration to the initial subscription period that you initially purchased, unless either party gives the other notice of non-renewal at least 15 days before end of the relevant subscription term. 33.2 A party may terminate the subscription agreement (i) for breach of the current Terms upon 15 days written notice to the other party of material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition of bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 33.3 If a subscription agreement is terminated by you in accordance with Section 33.2 (Termination), we will refund you any prepaid fees covering the remainder of the term of all Subscription Forms after the effective date of the termination. Any month started is due. If a subscription agreement is terminated by us in accordance with Section 33.2, you will pay any unpaid fees covering the remainder of the term of all Subscription Forms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. 

 

34 No assignment 34.1 No party may assign or transfer any of its rights or obligations under this Agreement without the prior written approval of the other Party, except that Kantox may assign any of its rights under this Agreement to its Affiliates. 34.2 Our acceptance of a User’s registration to use the Service is strictly personal to that User. The User may not allow any person to use the Service on its behalf other than its Supervisor and any Authorised Users.   34.3 The User may not assign, transfer, charge or sub-contract any of its rights or obligations under a Trade.  

 

35 Modification of Trades 35.1 If the User to a Market Trade wishes to modify the Value Date, the User may request such change to Kantox in accordance with clause 35.3. If we notify the User that the requested modification is accepted, the User will be liable to us to pay any costs applied by the Liquidity Partner in respect of such modification. If we agree to an early Clearing (i.e. prior to the Settlement Date), we may, at our discretion, require payment of the cost of swap points as applied to Kantox by its Liquidity Provider.  If you are a Non-Consumer, we may also, at our discretion, apply a Modification Charge. 35.2 Any request to modify a Market Trade under this section 35 must be made by the User's Supervisor or other Authorised User by email to support@kantox.com, and must clearly state the new requested Value date.  35.3 The party requesting a modification of a Market Trade will pay the Administration Charge to Kantox. This will become payable in the applicable monthly invoice under clause 32.3.   35.4 If a User wishes to receive the funds from Market Trades in several instalments, each payment instalment request will be considered a separate "Draw". The User must notify us of any request for a Draw before 11.00am (UK time) on a Business Day by email to support@kantox.com, and any such request must specify the requested date, instalment amount and authorised payee for the Draw. Users will be charged a Drawing Charge for the first and each subsequent Draw except for the last Draw (for which Users will not be charged). We may, at our discretion, require payment of the cost of swap points as applied to Kantox by its Liquidity Provider and any differential between the initially booked rate and the market rate at which the draw is performed. Any such requests must be made by the User's Supervisor.  

 

36 Cancellation by a party to a Trade 36.1 If a party wishes to cancel a Trade before it is completed:   a) that party (the “Cancelling Party”) must contact us at support@kantox.com. Any such request must be made by the Cancelling Party's Supervisor or other Authorised User; b) for a Market Trade: i. we will contact the Liquidity Provider to discuss the possibility and terms of an early termination of the Market Trade; ii. the Liquidity Provider's acceptance of the Cancelling Party proposed early termination will constitute Kantox's acceptance to the termination provided always that the Liquidity Provider agrees to terminate Kantox's own back-to-back trade with the Liquidity Provider on the same terms;   iii. Kantox will then confirm to the Cancelling Party and the Liquidity Provider the terms of the termination of the Market Trade (including any Unwind Costs payable by the Cancelling Party under these Terms), and consequently the termination of Kantox's backto-back trade with the Liquidity Provider; and iv. the Cancelling Party will pay Kantox: (i) the applicable Unwind Costs; and (ii) our Administration Charge; c) the Cancelling Party will pay the applicable Unwind Costs within the agreed timeframe.  Following confirmation of payment of the Unwind Costs, we will notify the parties that the Trade is cancelled and the parties will be released from their obligations under the Trade; an d) Unwind Costs must be paid into Kantox's Segregated Account.  The Cancelling Party consents to this Remittance Transaction by digitally signing the early termination notice and depositing the Unwind Costs in the Segregated Account. 36.2 The Cancelling Party will be fully and solely responsible to Kantox for any Loss suffered by another party as a result of early termination, including any costs related to the other party to the Trade having to place another Trade via the Service.  Kantox may be entitled to make a claim against the Cancelling Party regardless of the payment of the Unwind Costs. 36.3 In addition to the payment of the Unwind Costs, the Cancelling Party will pay the Administration Charge to Kantox for handling the early termination. The Administration Charge will become due and payable with the next Monthly Invoice. If more than one Trade is being cancelled, one Administration Charge will be payable for each Trade that is terminated.  36.4 If the cancellation of a Trade requested by a Cancelling Party leaves Kantox in a better financial position than the one it would have been in if the Trade had not been cancelled, the Cancelling Party will not be entitled to receive any breakage gain from Kantox. 

 

37 Default and delay  37.1 If either User fails to make a payment in respect of a Market Trade (in either case, the “Defaulting Party”), with the effect that the Trade cannot be executed on the agreed Value Date, we will notify the Defaulting Party that the applicable payment is overdue. 37.2 If the Defaulting Party does not make the required payment within the deadline notified by us, the Trade will be terminated automatically and the Defaulting Party will be liable: a) to pay Kantox an amount corresponding to the difference between: (x) the agreed amount of currency ("Currency X") that Kantox would have received if the Trade had been executed; and (y) the amount of Currency X that the Kantox can obtain by selling spot on the foreign exchange market the amount of other currency that the non-defaulting party was supposed to transfer to the Defaulting Party under the Trade. In such case the amount in (y) will be the amount that Kantox could obtain by placing a Trade with a Liquidity Provider or, if the Liquidity Provider is not in a position to quote a price, other counterparties that Kantox could deal with for currency trading (together the "Unwind Costs"); b) to pay Kantox any third party collection costs;  c) any financing costs incurred due to rolling over the trade because of default or delay; and d) to pay the Administration Charge to Kantox for managing the communications and calculating payments following the default. 37.3 The Defaulting Party will be fully and solely responsible to Kantox for any Loss suffered by Kantox as a result of the Defaulting Party's default, including any costs related to another party having to place another Trade via the Service.  Kantox may be entitled to make a claim against the Defaulting Party regardless of the payment of the amounts set out in clause 37.2.  

 

38 Cancellation and suspension by us 38.1 We reserve the right to cancel a Trade at any time before Clearing without prior notice and without liability to any party to the Trade if: (a) either a User has failed to execute a payment in connection with the Trade (or any other Trade) or has otherwise breached these Terms; (b) we have been notified of any actual or threatened unauthorised use of a User's Account Details or other actual or potential security breach under clause 4.4 or we otherwise suspect an unauthorised or fraudulent use of the User's account; (c) either the User (or in the case of a Market Trade, the Liquidity Provider) suffers an Insolvency Event; (d) we have reason to suspect that money transferred in relation to that Trade is derived from or connected to unlawful or illegal activity; (e) we have reason to suspect that either a User (or in the case of a Market Trade, the Liquidity Provider) is connected to unlawful or illegal activity or an organisation prohibited by applicable regulations; (f) we are required to do so under applicable law or are directed to do so by a court or other body of competent jurisdiction; or (g) if a User does not comply or no longer complies with our compliance policies.   If we cancel a Trade, unless prohibited by law we shall notify each party to the Trade of such cancellation by the end of the Business Day following the Value Date and we will refund any money deposited into a Segregated Account for the purpose of the Trade unless we are unable to do so under applicable law.  38.2 We reserve the right to suspend or cancel any Service Account (and the User’s right to use the Service) or cancel the Subscription Service at any time without prior notice and without liability to the User if: (a) we have reason to suspect that the User is connected to unlawful or illegal activity or an organisation prohibited by applicable law; (b) we have been notified of any actual or threatened unauthorised use of your Account Details or other actual or potential security breach under clause 4.4 or we otherwise suspect an unauthorised or fraudulent use of your account; (c) it becomes or might become illegal for us to retain obligations under these Terms with the User or sustain a commercial relationship with the User; (d) the User otherwise breaches these Terms or no longer meets the criteria for registration set out in these Terms; (e) the User suffers an Insolvency Event;  (f) we are required to do so under applicable law or are directed to do so by a court or other body of competent jurisdiction; or (g) if the User does not comply or no longer complies with our compliance policies and (g) subject to clause 26.3 below, the User’s account to use the Service has been inactive for 12 months. If a Trade has been booked, we will not cancel a User’s registration before the Trade has been executed unless we are also entitled to cancel the Trade in accordance with these Terms (provided that we may cancel the ability to place future Trades at such time).  Save to the extent we are prohibited from doing so by law or such disclosure would compromise reasonable security measures, we shall notify you in advance of the suspension or cancellation of your registration.  Where this is not reasonably possible, we shall endeavour to do so immediately after the cancellation or suspension.  If the suspension or cancellation of your registration is in connection with (b) of this clause, we will provide the User with new log-in details and a new Signing Key as soon as practicable and the User may request the same by email or by phone.   38.3 If your Account to use the Service has been inactive for 12 months, we may terminate your Service Account by giving at least two (2) months' notice. 38.4 If we cancel a User’s registration, we may cancel any of their Market Trades at any time prior to their execution.  In such case, User will be liable for all Losses we incur in relation to such cancellation including the loss of any margin deposit that we have deposited with the Liquidity Provider in respect of the Market Trade. 38.5 Following termination of your Service Account, we will return any advance payments in respect of any service charges on a pro-rata basis. 38.6 Notwithstanding 38.5, all outstanding fees will remain due to Kantox. 

 

39 Voluntary account closures You may voluntarily close your account at any time after the last Trade involving you has been completed.  In such case, you will not be entitled to a refund of any registration fee paid.  Following termination of your Service Account, we will return any advance payments in respect of any service charges on a pro-rata basis. 

 

40 Definitions and interpretation 40.1 Defined terms used in these Terms will have the following meanings: 
 
"Account" is the section of the www.kantox.com website that you have access to after registering for the Service. 
 
“Account Details” is defined in clause 4.4; 
 
“Administration Charge” means the management charge specified in Annex A; 
 
“Affiliate” means in relation to a person, any company or other entity, whether or not with legal personality, which directly or indirectly controls, is controlled by or is under joint control with that person. For this purpose, a person is deemed to control a company or entity if it (a) owns, directly or indirectly, at least 50 percent of the capital of the other company, or (b) in the absence of such ownership interest, substantially has the power to direct or cause the direction of the management and set the policies of such company or entity. 
 
“Authorised Person” means an Authorised User who is appointed as such by a Supervisor and who is authorised by a User as set out in clause 27 (Authorised Persons) to act on the User’s behalf for the purposes set out in these Terms;  
 
“Authorised User” is defined in clause 4.3; 
 
“Business Day” means a day (other than a Saturday or Sunday) when banks are generally open for normal business in London; 
 
“Cancelling Party” is defined in clause 36.1; 
 
"Charity" means an entity registered or incorporated or established as a charity or with charitable status or for charitable purposes anywhere in the world;  
 
“Clearing” is defined in clause 23.4;  
 
“Completion Documents” is defined in clause 23.1; 
 
"Consumer" means an individual who is acting for any purposes other than a trade, business or profession; 
 
“Defaulting Party” is defined in clause 37.1;  
 
“Demo Account” means an account which enables access to the Service in ‘view only’ mode and which does not allow a User to order a Trade, enter into any Trades or otherwise use our Service via the website;  
 
“Documentation” means the User Guide(s) published from time to time on www.kantox.com. 
 
“Draw” is defined in clause 35.4; 
 
“Drawing Charge” means the drawing charge set out in Annex A;  
 
“EEA” means the countries comprising the European Economic Area; 
 
“Insolvency Event” in relation to a person, means any of the following: (a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person; (b) a charge holder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person; (c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986; (d) that person or its directors or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of, an administrator; (e) a petition being presented (and not being discharged within 28 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or (f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets; 
 
“Invoicing Currency” is defined in clause 32.7;  
 
“Liquidity Provider” means a third party provider selected by KANTOX to provide liquidity to KANTOX to enable Users to enter into Market Trades via the Service; 
 
“Liquidity Provider Rate” means, for each currency pair, the ask and bid prices at which the Liquidity Provider has access to buy and sell currencies; 
 
“Liquidity Provider Spread” means the percentage that the Liquidity Provider applies to the Liquidity Provider Rate to build the prices offered to KANTOX;  
 
“Loss” means any loss, damage, claims, proceedings, cost or expenses; 
 
“Market Rate” means the average mid-market rate for the applicable cross-currency pair and applicable maturity that is displayed on the website; 
 
“Margin Account” is defined in clause 22.5; 
 
“Margin Call” is defined in clause 22.5; 
 
“Margin Deposit” is defined in clause 22.5; 
 
“Margin Policy” means our margin policy set out at Annex B; 
 
“Market Trade” is defined in clause 21.2; 
 
 “Minimum Fee” is defined in clause 32.4; 
 
“Modification Charge” means the modification charge set out in Annex A; 
 
“Monthly Invoice” is defined in clause 32.3; 
 
“Non-Consumer” means any person, partnership or association engaged in economic activity which is not a Consumer or Charity;  
 
"Order” is defined in clause 21.3; 
 
 “Permitted Currency” is defined in clause 30.1; 
 
“Permitted Location” is defined in clause 5.1(b);  
 
"Permitted Payee Location" is defined in clause 28.3; 
 


"Rejected Payment Charge" means the Rejected Payment Charge set out in Annex A which will be owed by the User to KANTOX in accordance with clauses 23.6;  
 
“Relevant Credit Period” is defined in clause 22.12; 
 
“Remittance Transaction” means the execution of a payment service on your behalf where Kantox has received funds from you and transfers these funds to a payee; 
 
“Roll Over Charge” is defined in clause 23.9; 
 
“Segregated Account” is defined in clause 31.1; 
 
“Settlement Date” means, in relation to a Trade, the date and the limit hours specified on the Completion Documents on which a User's funds are required to be deposited into the applicable Segregated Account, as specified in the applicable Completion Documents; 
 
“Service” is defined in clause 2.1; 
 
“Service Account” means the account to use the Service that a User is granted on registration in accordance with clause 5; 
 
“Shortfall” is defined in clause 25.1; 
 
“Shortfall Charge” means the charge payable under clause 25.2, as set out in Annex A;  
 
“Software” means the products and services described in the Documentation that are offered under the Subscription Services. 
 
“Signing Key” is defined in clause 4.2;  
 
“Subscription Service” means one or various of the Services that are purchased under a Subscription Form; 
 
“Subscription Form” means an agreement used to subscribe to the Subscription Services; 
 
“Standard Checks” means the standard compliance and other checks we conduct (including the verification of Users' and Third Party Beneficiaries' identities for anti-money laundering purposes) as described in clause 6; 
 
“Supervisor” is defined in clause 4.1; 
 
 “Terms” means these website terms and conditions;  
 
“Third Party Beneficiary” means a third party entity designated by a User in a Market Trade; to receive funds during Clearing and which has been approved by KANTOX in accordance with clause 28; 
 
“Third Party Beneficiary Account” means a bank account held by a Third Party Beneficiary which has been nominated by the applicable party to a Trade and approved by KANTOX in accordance with clause 28; 
 
“Trade” is defined in clause 21.1; 
 
“Trade Limit” is defined in clause 22.8; 
 
"Transaction Unique Identifier" is a combination of letters, numbers or symbols specified to the User by KANTOX, to be provided by the User in relation to a payment transaction in order to identify unambiguously one or both of: a) the other User who is a party to the payment transaction; and  
b) the other User's payment account or the Third Party Beneficiary Account or, where the User wishes funds to be transferred to a specific corresponding bank, the corresponding bank. The Transaction Unique Identifier specified by us may vary depending on the combination of letters, numbers or symbols required by the payment transaction system in your jurisdiction used or by changes to technology.  Unless we specify otherwise, the Transaction Unique Identifier will consist of the information indicated in clause 21.3; 
 
"Unwind Costs" is defined in clause 37.2; 
 
“User” is defined in clause 2.1; 
 
“User Account” means a bank account held by a User for a currency the User intends to trade via the Service; 
 
“UTN” is defined in clause 23.1; 
 
"Value Date" is defined in clause 23.4; 
 
“website” means this website operated by Kantox Ltd; 
 
“you” means, as the context requires: (a) an entity which accesses this website; (b) an entity which registers as a User. 
41 In these Terms, unless it says otherwise: a) reference to a person includes a legal person (such as a limited company) as well as a natural person; b) reference to "including" in these Terms will be treated as being by way of example and will not limit the general applicability of any preceding words; c) reference to any legislation will be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation; d) references to clauses or schedules will be to those in these Terms; and e) reference to these Terms will include reference to these Terms after they have been amended, added to or replaced by new terms. 
 
ANNEX A 
 
FEES AND CHARGES 
 
Kantox's current fees and charges are set out below. These are subject to change in accordance with clause 20 (fees and charges) of these Terms. All amounts below are exclusive of VAT. 
 
Charges: Drawing Charge:    €25.00 per Draw Administration Charge:   €50.00 Minimum Fee:    €25.00 per Trade Modification Charge:    €50 per requested modification to a Trade Rejected Payment Charge:   €50.00 Roll Over Charge: a minimum of €15 per day, or a higher rate if necessary to reflect the applicable interest rate applied by Kantox's third party providers   Shortfall Charge:    €1.00 Each of the charges set out above will be calculated and charged to the User in its Invoicing Currency.  If the User's Invoicing Currency is different from Euros, the applicable conversion rate applied by Kantox will be the midmarket rate at the date on which the applicable charge becomes payable. 
 
Fees The Kantox fees and service fees are either quoted before and during each Trade operation on the website or are set out in commercial agreements and may be increased by us in accordance with the terms of the relevant Commercial Agreement.   
 
 
 
ANNEX B 
 
MARGIN POLICY 
 
If we require a Margin Deposit under clause 6.5, this will be calculated as follows: • for a position shorter than six (6) months: 5% of the value of the applicable Trade; • for a position six (6) months or longer: 10% of the value of the applicable Trade.