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                                Terms of Business
                                    Mercury FX

             Trading Agreement: Same Day, Spot and Forward Transactions

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MERCURY FOREIGN EXCHANGE LIMITED is registered with Her Majesty’s Customs and Excise.


PARTIES:
A. MERCURY FOREIGN EXCHANGE (MFX) registered address is 46 Harwood Point, Rotherhithe, London SE16 5HD and business address is 5 St Helens Place,
Bishopsgate, London, EC3A 6AU.
B. [Your Name or Company Name], [Your Address or Company Address], [Your Telephone Number], [Your Mobile Number], [Your Fax Number], [Your Email address]

RECITALS:
Mercury Foreign Exchange Limited provides facilities for the purchase or sale of currencies in connection with a trade or business for commercial purposes. The Client wishes to enter into
contracts for the purchase of currency with Mercury Foreign Exchange Limited on the terms and conditions (the “Terms”) below.


DEFINITIONS:
In these Terms:
“Account” means the bank account notified you to us into which any sums due from us to you pursuant to any Order will be paid.
“Call” means request by us to you to provide additional amounts (not exceeding the full amount of the Sale Currency) as we may reasonably require on account to
cover adverse exchange rate movements between the date of the Contract and the Value Date.
“Contract Note” means our written document setting out the details of an Order that will be sent to you following Order Confirmation.
“Forward Trade” means a transaction where the Value Date is later than two working days after the instruction.
“Good-Till-Cancelled” (GTC) specifies a limit order that stays on our books until executed.
“Margin” means the deposit or advance payment required by us from you in advance of each Forward Trade.
“Client Nominated Account” ” means the bank account nominated by us from time to time into which the Sale Currency will be paid.
“Margin Nominated Account” means the bank account nominated by us from time to time into which the Margin will be paid.
“One Cancels the Other” (OCO) A pair of orders, typically limit orders, whereby if one is filled, the other order will be automatically cancelled.
“Order’ means the Client’s oral, electronic or written instruction for us to perform a Trade on your behalf.
“Order Confirmation” occurs when we confirm the details of the Order to you by telephone or electronically or in writing.
“Sale Currency” means the sums in a designated currency payable by you to us in respect of a Trade including, without limitation, any Margin or Margin Call.
“Same Day Trade” means to sell Sale Currency for currency that differs from the Sale Currency by the end of the same Working Day for same day value.
“Spot Trade” means a transaction where the Value Date is two working days after the date of instruction
“Trade” means each transaction to purchase and deliver currency for you including, without limitation, a Forward Trade, Same Day Trade or a Spot Trade.
“Stop Loss order” means an order that becomes a firm Order if and when a specified currency sells at or below the specified stop price.
“Value Date” means the date of delivery to you of the currency purchased by you.
“Working Day” means a day when the clearing banks in the City of London are open for business, excluding Saturday, Sunday and public holidays.



1. Scope of this Agreement
We will deal with you on:
• these Terms of Business;
• your completed Mandate and Indemnity form (Business only);
• any additional terms and conditions issued by us, together referred to as this “Agreement’. These Terms are the only ones on which we will deal with you and govern the conduct of the parties in relation to any Order you may place to the exclusion of all other terms and conditions.

2. Instructions
You may give us instructions orally, electronically or in writing. The only persons authorised to give us instructions on your behalf are those notified in writing by you to us, as varied by written notice to us, we shall not be bound by any such variation until we have received it and reserve the right to seek confirmation of that order before being bound by it where we deem this appropriate.
In entering into this Agreement, you understand that:
• Late arrival of funds may result in next day or deferred delivery
• Any forward contracts will be subject to daily margin requirement
• We will execute GTC or OCO orders on your instructions
• We cannot predict future exchange rates
• We will only accept payment directly from client authorised and approved bank accounts unless otherwise specified and agreed with us.

3. The Services
3.1 We will provide, facilities for you to buy and sell currency.
3.2 Once a Contract has been entered into, and whether or not a Contract Note has been issued, it cannot be altered, cancelled or rescinded.
3.3 When making an Order or entering into any Contract you rely solely on your own judgement. If we provide you with information concerning any matter including (without limit) the foreign exchange markets, it is on a voluntary basis and we do not accept responsibility for the accuracy or completeness of such information or assume any duty of care in relation to it. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.
3.4 We may at our absolute discretion refuse any Order without giving any reason and without liability for any loss or damage incurred by you or any other party.
3.5 We will not transfer to you any funds representing the benefit of any fluctuation in currency arising after a Contract has been entered into as this
may be outside commercial purposes and, if so, unlawful.
3.6 We may request from you, from time to time, and you will provide any information regarding you and your business and financial affairs, status and
corporate identity including, without limitation, any information required for compliance with legislation governing money laundering or other matters.
3.7 You are responsible for ensuring the accuracy of all information submitted to us by you and must not withhold or omit any information that would render those details false or inaccurate. You will notify us immediately if you become aware of any error or omission.




4. Online Services (only applicable to clients wishing to trade on the VFX electronic platform)
4.1 Definitions
4.1.1 In these Conditions of Use:
Any reference to ‘you’ and ‘your’ means the Account holder(s) who has/have signed the application for the Service.
Any reference to ’we’, ’us’ or ‘our’ means Mercury Foreign Exchange Limited;
‘Account’ means account(s) held by us in your name, or account(s) held by us where you are one of the named account holders, which are enabled for use with the Service; (whether under this application or under 3.1).
‘Instruction(s)’ includes any instruction received whether to debit, make transfers, cancel and/or set up regular payments (including Standing Orders and Direct Debits or any other transaction permitted by the service).
‘Security Code(s)’ means the security codes you will use when you access the Service, such as your Online Banking User Name and Passcode;
‘Security Device(s)’ means any security device provided to you as part of the Service, such as your Passcode Calculator;
‘Working Day’ means any day between Monday and Friday (inclusive), currently between 8am and 23:00pm, excluding any UK Bank and Public Holidays.
4.2 Use of the Service
4.2.1 The Service may only be used by persons aged 18 years or over.
Completion of the application form does not allow you an automatic right to the Service and acceptance for and continued use of the Service is subject to our discretion.
4.2.2 You will need access to the Internet to use the Service and you will be responsible for any telephone costs and/or charges made by any
Internet Service Provider. We make no guarantees as to the speed, resolution or access to the Service via the Internet.
4.2.3 If you are a joint account holder, then all the account holders must sign our Terms of Business. If a joint account is to be removed from
the Service, any one party to that joint account can give the instruction.
4.2.4 You must exit the Service when leaving your computer terminal unattended and must not allow anyone else to operate the Service on your
behalf.
4.2.5 Use of the Service does not confer any right on you to overdraw your account(s). All instructions via the Service are subject to your existing account Terms of Business.
4.3 Security
4.3.1 We will use all reasonable endeavours to monitor and maintain the security of the Service but, due to the nature of the Internet, we cannot
guarantee absolute security at all times.
4.3.2 Your Security Codes and Security Devices are used to gain access to the Service. The Security Codes and Security Devices should not
be kept together. Your Security Devices must be kept in a safe place at all times. You must not write down, disclose or reveal the Security Codes to anyone or keep them where they may be discovered.
4.3.3 If you suspect that someone knows or has discovered your Security Codes or Security Devices, you must notify the Online Banking Helpdesk immediately by calling +44 (0) 20 7959 6919 (lines are currently open between 8am and 5:30pm Monday to Friday excluding any UK Bank and Public Holidays).
4.3.4 When instructions are received via the Service, having gained access to the Service by use of Security Codes and Security Devices, we are
authorised to debit the account and/or carryout your instructions without further enquiry or verification.
4.3.5 You are responsible for the security of any of your data which you download from the Service onto any hardware or software you may be
using.
4.3.6 It is your responsibility when in countries outside the UK to ensure that use of the Service is not prohibited by law. Additionally, the
Service currently uses triple Des, a highly sophisticated encryption system used to protect sensitive data, and proprietary encryption technology. The use of such levels of encryption may be illegal in some countries outside the UK.
4.3.7 We reserve the right to suspend access to the Service if:
4.3.7.1 incorrect Security Codes are used to try to access the Service;
4.3.7.2 we suspect that an unauthorised person is attempting to access the Service;
4.3.7.3 any other person has access to the Security Devices; or
4.3.7.4 in our discretion there is reasonable justification for doing so.
4.3.8 We will never ask for the following personal information in emails:
4.3.8.1 Credit and debit card numbers
4.3.8.2 Bank account numbers
4.3.8.3 Passwords
4.4 Instructions to us
4.4.1 Upon receipt of your request (from an authorised signatory), additional accounts held or opened by you may be included in the Service. It is agreed that these Terms of Business shall apply to any such account.
4.4.2 Your Security Codes (or any Security Devices) must only be used in accordance with these Conditions of Use as amended from time to time. If your Security Codes (and any Security Devices) appear to have been used as required we will be entitled to assume that the Instructions thereby communicated to us have been given by you and that you authorise us to accept and act upon those Instructions.
4.4.3 We can refuse to act or delay acting upon any Instructions received if:
4.4.3.1 we have reasonable grounds for believing that you did not send the Instructions; or
4.4.3.2 the Instructions are not clear; or
4.4.3.3 in our opinion, the Instructions are unlawful.
4.4.3.4 We will endeavour to act on your Instructions promptly, once received, subject to clause 3.3, but we will not be liable to you as a result of any refusal to act or delay acting on such Instructions in accordance with those clauses.
4.4.4 Instructions must be made through the completion of the relevant input screens that form part of the Service. It is understood that;
4.4.4.1 The prices displayed are an "Invitation to Treat"
4.4.4.2 A client request to deal on a price is treated as an "Offer"
4.4.4.3 Mercury Foreign Exchange Limited will chose to accept or reject the “Offer”. In accepting an offer this is treated as "Acceptance" and thereby becomes a contract.
4.4.5 We will not accept any Instructions made through the secure messaging facility, which do not relate to the Service or which require us to act at a specified time or value nor can we take account of any conditions to which an Instruction may be subject.
4.4.6 Payments and transfer Instructions will only be processed on a Working Day, and are subject to specified cut-off times.
Currency Cut Off Time (GMT)
GBP 15:00
EUR 14:30
USD 15:30
Outside of the above major currencies you are advised to request cut off times from VFX to ensure timely settlement.
4.4.7 Instructions can only be cancelled or amended if we have not acted or otherwise relied upon them.
4.4.8 We reserve the right to reject the Online Banking User Name you have chosen if, in our reasonable opinion, it is inappropriate for the
Service.
4.4.9 We reserve the right to reverse any payment or other step taken in reliance on an Instruction made using the Service when, in our
reasonable opinion, the circumstances so require and you will be liable for any charges or losses incurred.
4.4.10 The fact of our having made any payment in response to an Instruction shall not amount to or be taken as an acknowledgement by us
as to any related receipt of funds or other matter.
4.4.11 Payments will normally only be accepted from the client’s own bank account.
4.5 Charges
4.5.1 Charges may be levied for payments made through the Service. These charges will be debited to the Account used for the payment. Current charges will be supplied upon request.
4.6 Liability
4.6.1 We shall not be liable to you for any loss or damage which you may suffer as a result of using the Service, except where such loss or
damage was caused by negligence, wilful default or fraud by us or our employees.
4.6.2 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Conditions of Use by you, or any
fraudulent use of the Service by you.
4.6.3 If there has been any breach of security of which you are or should be aware you will not be liable for any loss or damage arising from
any Instructions initiated after the time you notify us by phone or email of the breach unless the breach or unauthorised use is due to your
negligence or breach of the Conditions of Use.
4.6.4 You acknowledge that, due to the nature of the Internet and electronic communication, there is a risk that communications may not
operate free from error or interruption. We shall not be liable:
4.6.4.1 in the event of any error or interruption in communications; or
4.6.4.2 for any losses or delays in the transmission of Instructions to the Service caused by any Internet Service Provider or by software failure; or
4.6.4.3 for any breaches of security of the Service beyond our
reasonable control; or
4.6.4.4 for any indirect or consequential loss you may suffer as a result of using the Internet to access the Service.
4.6.5 You shall be responsible for monitoring all of your orders until VFX confirms execution or cancellation of the order to yourself.
4.6.6 You acknowledge that it may not be possible to cancel or modify an order. Any attempt to cancel or modify an order is simply a request to
cancel or modify
4.6.7 You recognise that Stop Orders that are activated are filled at the best possible rate, but are not guaranteed at the rate at which they are entered, there is therefore a risk that such orders may be executed on less advantageous terms.
4.6.8 You shall remain responsible for all orders entered using your user name and password.
4.6.9 It should be recognised that any Onward Payment Instructions are entered at your risk and that we shall not be liable for any errors in such payment requests entered by yourself. Should any errors occur due to the incorrect inputting of data by yourself, we shall endeavour to retrieve such funds on the basis that any costs incurred in this retrieval shall be paid by yourself. We shall not be liable for any loss of interest or any subsequent cost or loss as a result of the Onward Payment Instruction being misdirected to the incorrect recipient.
4.6.10 Mercury Foreign Exchange Limited accepts no responsibility in the event that the client sends currency to the incorrect client segregated designated currency account.
4.7 Call and message
Telephone calls and electronic messages to us may be monitored and recorded for security and reference purposes.
4.8 Online availability
From time to time, the Service may be closed down for repair, maintenance work or upgrade or where it is necessary to protect your interests or ours. We shall, where practicable, give as much notice as possible in the circumstances. We cannot guarantee availability of the Service,
4.9 Force Majore
Mercury Foreign Exchange Limited is within its rights to implement Force Majore and therefore will not be held liable for circumstances caused by conditions beyond its control, including, but not restricted to natural disasters, riots, strikes, acts of terrorism, sanitary disruption, civil unrest, restrictions by local authorities.
4.10 Termination
4.10.1 You may terminate the Service by notice in writing to Mercury Foreign Exchange Limited, 5 St Helens Place, Bishopsgate, London EC3A 6AU 
or by calling +44 (0) 20 7959 6919 (lines are currently open between 8am and 5:30pm Monday to Friday excluding any UK Bank and Public Holidays ).The notification will only be effective once it is received by us. The Service will then cease to be provided to you. Mercury Foreign Exchange Limited may terminate the service by notice in writing to you.
4.10.2 We reserve the right to vary these Conditions of Use at any time. Any variation will only take place after we have notified you through
the Service or by letter, giving you at least 10 days prior written notice of any changes before they take effect.
4.11 Applicable law
The Conditions of Use of the Service shall be construed in accordance with English law and will be subject to the exclusive jurisdiction of the English Courts save that we shall be entitled to enforce this agreement in the courts or any place where you may be for the time being resident.







5. Delivery and Payments
5.1 In the event of a Spot Trade, you will pay the Sale Currency in full into the Client Nominated Account for value no later than the close of business the following business day.
5.2 In the event of a Forward Trade, you will immediately (in the normal course of events within 24 hours after the Order is placed unless otherwise agreed) pay into the Margin Nominated Account in cleared funds a Margin of 10% of the full amount of the Sold Currency, or such other percentage as we may specify at our sole discretion and will pay any outstanding balance of the Sale Currency into the Nominated Account not later than one Working Day before the Value Date of the particular Forward Trade. Any margin held by Mercury Foreign Exchange Limited will be lodged against the forward position of the client held in the name of Mercury Foreign Exchange Limited. The client acknowledges that this money will not be covered by the client money rules. 
5.3 Mercury Foreign Exchange Limited accepts no responsibility in the event that the client sends currency to the incorrect client segregated designated currency account.
5.4 In the event of a Same Day Trade you will pay the Sale Currency into the Client Nominated Account by no later than 12.00pm on a Working Day, unless we stipulate otherwise.
5.5 All payments made by you under this Agreement shall be free from and without set-off, withholding, counterclaim or deduction whatsoever. We shall make all payments due to you under this Agreement in full unless required by law to make deductions including, without limitation, deductions or withholdings in respect of any taxation liabilities.
5.6 Banks have specified cut off times for the receipt and dispatch of electronic payments. We accept no responsibility for any consequence attributable to the arrival of funds or instruction of payment after the relevant cut off times.
5.7 We reserve the right to make a Margin Call to re-establish the Margin to the original percentage level agreed for the particular Trade if the Margin subsequently falls below the applicable threshold for that Trade as set out below as a result of an adverse market movement:
(a) in the event an initial Margin of 10% falling to or below 7.5%
(b) in the event an initial Margin of 15% falling to or below 10%
(c) in the event an initial Margin of 20% falling to or below 15%.
5.8 All Margin Calls must be paid within twenty four hours of our first communicating the Margin Call to you.
5.9 The Margin will vest automatically in us in any of the following circumstances:
5.9.1 on the Value Date;
5.9.2 if you breach of any material term of the Agreement;
5.9.3 in the circumstances set out in Clause 5.1.5.
5.10 All funds provided by you under a Contract (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any Trade or in the event that you are unable to pay sums due to us or breach of this Agreement.
5.11 If you fail to make any payments due to us then we may charge you interest at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 and/or any regulations or guidance issued under that Act.
5.12 Charges - we will charge a telegraphic transfer fee of £15 per same day electronic transfer charges.
5.13 MFX may, at it’s discretion, make payments to third party introducers.
5.14 When a trade is booked for same day value cleared funds must be received by MFX between 12:00 and 14:00 hrs GMT on that day.

6. Default and Termination
6.1 We may close out all or part of any Trade from the market and/or terminate this Agreement without notice if:
6.1.1 you fail to make any payment for a Service when due in accordance with this Agreement;
6.1.2 you are in material breach of this Agreement or fail to comply with your obligations in respect of a Trade;
6.1.3 you are in breach of any relevant statute, regulation or regulatory regime;
6.1.4 it becomes unlawful for us to perform this Agreement;
6.1.5 you become unable to pay your debts as they become due or have a bankruptcy petition presented against them or you propose a form of composition or arrangement to its creditors or if you cease or threaten to cease to carry on all or a part of your business; or
6.1.6 any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction.
6.2 If you become aware of the occurrence of any event referred to in this Clause 5, you must give us immediate written notice.

7. Limitation of Liability
7.1 The following provisions set out our entire liability to you for any losses, costs (including legal costs), damages, expenses, taxes, charges
or any other liability whatsoever (“Claim”) except for death or personal injury caused by our negligence or the negligence of those for whom we are legally responsible that causes death or personal injury or for our fraudulent misrepresentation for all of which liability is unlimited.
7.2 The limitation and exclusion of liability is set on the basis that you are aware of the volatility of the foreign currency market.
7.3 We are not liable for any Claim that arises as a result of currency fluctuation between the Order Confirmation and the Value Date, or as a result of your non-compliance with the terms of this Agreement or caused by the failure or delay of any third party in the transmission, provision or delivery of any Service.
7.4 We are not liable for indirect loss, or for loss of profits, management time, contracts, goodwill, anticipated savings, even if such loss was reasonably foreseeable.
7.5 Subject to provisions of this Condition 6, our total aggregate liability to you for any Claim will not exceed the total Sale Currency paid by you in
respect of the Order giving rise to the Claim or where no Order is the basis for a claim £500,000.
7.6 You will indemnify and keep us indemnified against all losses (including legal costs on a solicitor and own client basis) and liabilities incurred by us in the proper performance of services for you or in the enforcement of our rights hereunder and, in particular, losses and liabilities incurred as a result of:
7.6.1 any default in payment by you of any sum due under a Contract or any other breach of this Agreement;
7.6.2 our carrying out your instructions: or
7.6.3 our exercising our rights under Clause 5.1, but in such event we will have the right, as an alternative to our right to an indemnity, to set-off against any monies held by us on your account any amounts owed by you to us.

8. General
8.1 Nothing in this Agreement confers any benefit or any right to enforce this Agreement on any third party.
8.2 Nothing in this Agreement is intended to create a partnership, joint venture or agency relationship between the parties.
8.3 Clauses 6 and 7 will survive termination of any Order or termination of this Agreement.
8.4 These Conditions constitute the entire agreement and understanding of us and you and supersede all oral communications and prior writing relating to it.
8.5 We may amend these Conditions by notice in writing to us at any time and such amendment will be binding from the date of such notice. Any such
amendment will not be retrospective or affect any rights or obligations that may already exist in respect of any Order.
8.6 Should any part of this Agreement be found by a court of law to be unenforceable or illegal, the remaining terms will continue in full force and effect.
8.7 You may not assign or transfer your rights or obligations under this Agreement without our express written consent. We may assign, transfer and/or novate our rights and obligations under the Agreement to any third party.
8.8 Any failure by either party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this agreement will not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
8.9 If any of the terms of this Agreement conflict with a Contract, the Contract will prevail.
8.10 Other than an obligation to make payment, a party shall not be liable to the other for failure to perform its obligations under this Agreement or any Order if that failure was caused by events beyond its reasonable control. These events include, but are not limited to fire, flood, failure of third party systems, terrorist attack and war.7.11 These Conditions will be governed and construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English Courts.

9. Warranties and representations
You warrant and represent to us on a continuing basis that:
9.1 all information that you supply to us is complete, true, accurate and not misleading in any material respect;
9.2 you are obligated to inform us with immediate effect if beneficial ownership of the company changes by more than 10%
9.3 you are acting as principal and not as another party’s agent or representative;
9.4 you are not prevented by any legal disability or subject to any law or regulation that from performingthis Agreement and any related transactions
contemplated by it.
9.5 you have all necessary consents and have the authority to enter into this Agreement and subsequent Orders or other transaction contemplated by this Agreement (and if the Client is a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents);
9.6 you comply with all relevant laws, regulations, exchange control requirements and registration requirements;
9.7 all Orders are placed in the course of your usual trade or business and will be for commercial or investment purposes only and not for currency speculation; and
9.8 you will take risk in and ownership of the purchased currency upon payment of the full amount of the sold currency as directed by on your instructions contained in the relevant order.


10. Tape recording of conversations and record keeping
You agree that we may:
a. record telephone conversations between you and us; and
b. use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute.


11. Data protection
In entering into this Agreement you will be providing us with personal) information within the meaning of the Data Protection Act 1998. You consent to us processing all such information for the purposes of performing this Agreement and also for the purposes of administering the relationship between you and us, We may use and/or disclose such information to any of our Associates for sales and marketing purposes unless you notify your objection to this in writing.


CLIENT MONEY
1. Money relating to Same Day and Spot transactions held by MFX on your behalf will be held in a segregated Designated Client account.
2. Your money will be segregated from MFX’s money and will not be used by MFX in the course of its business.
3. We will hold the Margin on trust for you in a designated Client account. This means that you are still the beneficial owner of this money until such point in time as we incur any costs, losses or liabilities in connection with or arising out of your Contract(s) including, without limit, liabilities we incur with third party currency dealers, exchanges, brokers, banks or similar entities. Then we will become the beneficial owner of that proportion of the money, held as a Margin, equal to our costs, losses, or liabilities, without notice or demand by us. We may also offset any Margin(s) or other monies we are holding in respect of any one of your Contracts, against any costs, losses and/or liabilities that we incur in connection with or arising out of any other Contract you have with us.