Terms.

European Privacy Notice: Click here to view and download the policy. The European privacy law, GDPR, applies to all personal data whose subject OR processor OR controller is in the European Union. Therefore, this European Notice applies to:Cargo Forwarder SaaS Licence AgreementThis agreement commences upon receipt of subscription and acceptance of Terms and Conditions at https://cargoforwarder.com Parties(1)  Cargo Forwarder Limited incorporated and registered in England and Wales with company number 10592540 whose registered office is at 37 Great Pulteney Street, Bath, England, BA2 4DA (Supplier); and (2) The Subscriber (Customer). BACKGROUND(A) The Supplier has developed certain software applications and connectivity platforms which it makes available to subscribers via the internet for the purpose of helping freight forwarders who want to increase the number of profitable jobs by reducing operational costs with increased transparency.(B) The Customer wishes to use the Supplier’s service in its business operations.(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this agreement.Agreed terms1. Interpretation1.1 The definitions and rules of interpretation in this clause apply in this agreement.(a) Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).(b) Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.(c) Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.(d) Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.(e) Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Data Protection Legislation.(f) Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.(g) Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).(f) Documentation: the document made available to the Customer by the Supplier online via https://cargoforwarder.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.(g) API Charges: has the meaning stated in clause 5.(h) Effective Date: the date of this agreement.(i) Initial Subscription Term: See cargoforwarder.com/pricing for contract period according to chosen product.(j) Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.(k) Renewal Period: the period described in clause 14.1.(l) Services: the subscription services provided by the Supplier to the Customer under this agreement from https://cargoforwarder.com (or any other website notified to the Customer by the Supplier from time to time), and made available to the Customer via an API to */cargo.services (*customer domain)(m) Software: the online software applications provided by the Supplier as part of the Services.(n) Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out at in pricing at https://cargoforwarder.com(o) Subscription Term: has the meaning given in clause 14.1  (being the Initial Subscription Term together with any subsequent Renewal Periods).(p) Support Services Policy: the Supplier’s policy for providing support in relation to the Services as made available at https://cargoforwarder.com or such other website address as may be notified to the Customer from time to time.(q) UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.(r) User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.(s) Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.(t) Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. 1.2 Clause, and paragraph headings shall not affect the interpretation of this agreement.1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality.1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.1.9 A reference to writing or written includes e-mail.1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.2. User subscriptions2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.2.2 In relation to the Authorised Users, the Customer undertakes that:(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than every three months and that each Authorised User shall keep his password confidential;(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;(e) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Supplier’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out at https://cargoforwarder.com within 10 Business Days of the date of the relevant audit.2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;(b) facilitates illegal activity;(c) depicts sexually explicit images;(d) promotes unlawful violence;(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or(f) is otherwise illegal or causes damage or injury to any person or property;and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.2.4 The Customer shall not:(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion      of the Software and/or Documentation (as applicable) in any form or media or by any means; or(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or(c) use the Services and/or Documentation to provide services to third parties; or(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.3. Services3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 2 Normal Business Hours’ notice in advance.3.3 The Supplier will, as part of the Services and in consideration of the support fees detailed in pricing at https://cargoforwarder.com provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided.  The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately at the Supplier’s then current rates.4. Customer data4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at https://cargoforwarder.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.9).4.3 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://cargoforwarder.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.4.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.4.5. The parties acknowledge that:(a) if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation. (b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement.4.6 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.4.7 Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:(i)) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;(ii) the data subject has enforceable rights and effective legal remedies;(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;(c) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;(d) notify the Customer without undue delay on becoming aware of a personal data breach;(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Company if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.4.8 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). 4.9 The Customer consents to the Supplier appointing third-party processors of personal data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement and in either case which the Supplier undertakes will reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.4.10 Either party may, at any time on not less than 30 days’ notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).5. Third party providersThe Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, use and purchase products and services from, third parties via third-party websites and API’s and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or API, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website or via any API is between the Customer and the relevant third party, and not the Supplier.  The Supplier recommends that the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant third-party website and/or API.  The Supplier does not endorse or approve any third-party website and/or API nor the content of any of the third-party website/API made available via the Services. Any charges incurred as a result of the Customer contracting with third parties and/or using third party products and services (“API Charges”) are payable in accordance with clause 8.6. Supplier’s obligations6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.6.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.  6.3 The Supplier:(a) does not warrant that:(i) the Customer’s use of the Services will be uninterrupted or error-free; or(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or(ii) the Software or the Services will be free from Vulnerabilities;(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.6.4 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.6.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.7. Customer’s obligationsThe Customer shall:(a) provide the Supplier with:(i) all necessary co-operation in relation to this agreement; and(ii) all necessary access to such information as may be required by the Supplier;in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.8. Charges and payment8.1 The Customer shall pay the API Charges and Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and the support fees in accordance with clause 3.3 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:(i) on a monthly basis for the API Charges;(ii) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and(iii) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:(i) on a monthly basis for the API Charges;(ii) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and(iii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,and the Customer shall pay each invoice within 30 days after the date of such invoice.8.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.8.4 All amounts and fees stated or referred to in this agreement:(a) shall be payable in US dollars;(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;(c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.8.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out at https://cargoforwarder.com9. Proprietary rights9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.9.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.10. Confidentiality10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party’s Confidential Information shall not be deemed to include information that:(a) is or becomes publicly known other than through any act or omission of the receiving party;(b) was in the other party’s lawful possession before the disclosure;(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or(d) is independently developed by the receiving party, which independent development can be shown by written evidence.10.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.10.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.10.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.10.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.11. Indemnity11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:(a) the Customer is given prompt notice of any such claim;(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and(c) the Customer is given sole authority to defend or settle the claim.11.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:(a) the Supplier is given prompt notice of any such claim;(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and(c) the Supplier is given sole authority to defend or settle the claim.11.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:(a) a modification of the Services or Documentation by anyone other than the Supplier; or(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.11.5 The foregoing  and clause 13.3(b) states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.12. Limitation of liability12.1 Except as expressly and specifically provided in this agreement:(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and(c) the Services and the Documentation are provided to the Customer on an “as is” basis.12.2 Nothing in this agreement excludes the liability of the Supplier:(a) for death or personal injury caused by the Supplier’s negligence; or(b) for fraud or fraudulent misrepresentation. 12.3 Subject to clause 13.1 and clause 13.2:(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and(b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of US$8,000 or the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.13. Term and termination1. This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or(b) otherwise terminated in accordance with the provisions of this agreement;and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;(d) the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction;(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or(f) there is a change of control of the other party.13.3 On termination of this agreement for any reason:(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7(c), unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.14. Force majeureThe Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.15. ConflictIf there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.16. VariationNo variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).17. WaiverNo failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.18. Rights and remediesExcept as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.19. Severance19.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.19.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.20. Entire agreement20.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.20.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.20.4 Nothing in this clause shall limit or exclude any liability for fraud.21. Assignment21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.21.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.22. No partnership or agencyNothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).23. Third party rightsThis agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.24. Notices24.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).25. Governing lawThis agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.26. JurisdictionEach party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).This  has been entered into on the date stated at the beginning of it.NETWORK PAY™The Applicant authorises Cargo Forwarder LTD (“Cargo Forwarder”) to open an account for foreign currency exchange and global payment transactions and to accept and rely on all orders and instructions (whether oral, written or electronic means) from anyone Cargo Forwarder reasonably believes is the Applicant. If Part IV agreement is active, the Applicant authorises the Bank listed in Part IV to provide Cargo Forwarder with any information necessary to assist in its dealings with Cargo Forwarder. If Direct Debit is selected in Part IV, by signing Part IV the Applicant authorises Cargo Forwarder to initiate debit and credit entries from its account(s) with the Bank listed in Part IV to their account(s) with Cargo Forwarder for the purpose of settlement of foreign exchange and global payment transactions. The Applicant certifies that (i) it will be acting as principal, for and on its own behalf, and not on behalf of any third party; (ii) the Privacy Notice has been reviewed and consented to; (iii) the information set out in this Application is correct and complete and undertakes to promptly notify Cargo Forwarder of any inaccuracy or change in such information; (iv) it understands that all transactions are subject to risk and the degree of risk is a matter of its skill and judgment and cannot be accurately pre-determined; (v) it is aware that all transactions carried out by Cargo Forwarder are done so on an execution only basis and that it will receive no advice from Cargo Forwarder in respect of such transactions; and (vi) it will be solely responsible for obtaining any advice on the investment, legal, regulatory, tax, business, financial, accounting or other consequences of a transaction and it shall make its own assessment of the transaction and exercise its own judgment on the merits of the transaction.Cargo Forwarder LTD Cambridge Mercantile Corp. (UK) Limited FX Deals and Payment Services Terms and Conditions Agreement All products and services offered by us, Cargo Forwarder LTD, are on an execution only basis. We shall not advise you on the legal, regulatory, tax, business, financial, accounting or other consequences of a transaction and you should make your own assessment of any transaction and exercise your own judgment on the merits of such transaction. Any foreign exchange transactions that you transact with us will be ofa type (such as spot and forward transactions for commercial purposes) which are not within the scope of the Financial Services and Markets Act 2000 and therefore not regulated1 by the Financial Conduct Authority. We are authorised by the Financial Conduct Authority in the United Kingdom for the issuing of electronic money and the provision of payment services with FCA e-money register number 900702 and are registered with the Information Commissioner’s Office under Registration Number ZA031019. Our address and our registered office is at 71 Fenchurch Street, London, EC3M 4BS.TERMS AND CONDITIONS 1. PURPOSE AND BASIS OF THESE TERMS1.1 These Terms and Conditions shall apply to all business conducted between us and you from time to time in relation to the Services.1.2 The Application Form together with these Terms and Conditions govern the relationship between you and us and you agree to be bound by the Terms and Conditions together with all other terms and conditions notified by us to you in accordance with the Agreement with effect from the date of receipt by us of a copy of the Application Form signed by you electronically or otherwise, and provided we accept you as a Client. The Agreement between you and us will continue in force until it is terminated in accordance with the Terms and Conditions.1.3 Each transaction shall be subject to a separate Confirmation which shall be deemed to incorporate these Terms and Conditions. In the event of any inconsistency between the terms of the Confirmation and these Terms and Conditions, the terms of the Confirmation shall prevail. 1.4 This Agreement is supplied toy ou in English anda ll communications and documentation between you and us will be in English for the duration of this Agreement. 2. DEFINITIONS AND CONSTRUCTION 2.1 The following words and phrases shall have the following meanings in the Agreement: “Agreement” means the agreement between you and is contained in these Terms and Conditions and the Application Form as amended from time to time; “Application Form” means the application form attached to these terms and conditions and “Applicant” shall mean the person as referred to as such in Part I of the Application Form; “Appendix A Form” means the form produced by us from time to time to be completed by you if you wish to appoint or remove an Authorised Representative; “Applicable Laws” has the meaning given in clause 3.3; “Assets” means all amounts credited to an E Account ,your cash balances, FX Deal positions, rights to the payment of cash or the delivery of Currency and all and any other assets of yours which may at any time be owed by us or held by us or in our possession or control or owed by or held by or in the possession or control of any Associate of ours and assets held with or rights or claims arising in relation to or against any Counterparty through or with which transactions on your behalf are executed or cleared; “Associate” has the meaning given in the handbook of rules and guidance of the FCA; “Authorised Representative” means a person designated to give Deal Orders and Payment Orders to us on behalf of the Client and notified in Part II of the Application Form and/or Appendix A Form; “Business Day” means shall mean 8 30 am to 4.30 pm Monday to Fridays excluding bank holidays and public holidays in England; “Beneficiary Details” means details of the Beneficiary Account(s); “Beneficiary Account(s)” means the Clients bank account or accounts or any third party bank account or accounts into which funds are to be transferred in performance of a Payment Service and notified by the Client to us in advance when the client instructs us to perform a Payment Service and the Beneficiary Details and Payment Order;“Client Money” means funds held by us in accordance with the safeguarding requirements of the Regulations; “Confirmation” means a confirmation generated by us for an accepted Deal Order to enter into a FX Deal transaction or to provide payment services as provided for in clause 6; “Counterparty” includes but is not limited to the following; OTC counterparty, intermediate broker, exchange, market operator, clearing house or depository; “Currency” means money denominated in the lawful currency of any country; “Currency Forward Agreement” means a contract between two parties to exchange Currencies at a specified future time at a prea-greed rate; “Deal Order” means an instruction for FX Deal given by an Authorised Representative to us to execute a transaction on behalf of the Client; “Delivery Date” means the date on which Currency is deliverable in accordance with the terms of the FX Deal as specified in the Confirmation; “Durable Medium” means a medium which allows a person to store information in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored; “E-Account” means the Client’s electronic money account or account opened and maintained with us; “Event of Default” has the meaning given in clause 11; “Force Majeure Event” means an Act of God, flood, earthquake, windstorm or other natural disaster, epidemic or pandemic, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, strike, industrial action or lockout, any law or government order, rule, regulation or direction, or any action taken by a government or public authority, any communications, systems or computer failure, market default, suspension, failure or closure, interruption or failure of a utility service; “FCA” means the Financial Conduct Authority of 25 The North Colonnade, London E14 5HS or any successor body thereto responsible for regulating us within the United Kingdom; “FX Deal” means a Currency Forward Agreement and/or a Spot Transaction transacted between you and us; “Insolvency Official” has the meaning given in clause 11; “Insolvency Proceeding” means a case or proceeding seeking a judgment of or arrangement for insolvency, bankruptcy, composition, rehabilitation, reorganization, administration, winding-up, liquidation or other similar relief with respect to the defaulting party or its debts or assets, ors eeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official of the defaulting party or any substantial part of its assets, under any bankruptcy, insolvency or other similar law or any banking, insurance or similar law governing the operation of the defaulting party; “Margin Amount” means the amount of money from time to time specified by us as such; “Margin Deposit” means the amount of money from time to time specified by us as such; “Obligations” means all your costs, expenses, losses, liabilities and other obligations owed to us to make payment, deliver assets or perform any other legally binding obligation whether arising under this Agreement or otherwise, and whether actual or contingent including but not limited to costs, expenses, losses, liabilities and other obligations incurred by us as a result of the performance by us of our duties or the exercise by us of our rights, powers and/or privileges hereunder; “Payment Service(s)” means maintaining an E Account and transferring funds to the Beneficiary Account(s) at the conclusion of a FX Deal from an E Account; “Payment Order” means an instruction for a Payment Service given by an Authorised Representative to us to execute a Payment Service on behalf of the Client; “Premium” means the amount we require from you for a FX Deal; “Regulations” means the Electronic Money Regulations 2011 (SI 2011 No.99) and the Payment Services Regulations 2009 (SI 2009 No. 209); “Services” has the meaning given in clause 3.1; “Settlement Amount” means the total amount payable (including any fees and expenses) in cleared funds on settlement of a transaction; “Spot Transaction” means a transaction for the sale or purchase of a specific quantity of one currency in exchange for another where the delivery date is less than 2 Business Days; “Terms and Conditions” means these terms and conditions as amended from time to time; “We” or “us” means Cambridge Mercantile Corp.(UK) Limited; and “You” or “the Client” means the Applicant and/or an Authorised Representative and the person we contract with to provide the Services.References in this Agreement to the Regulations and any other FCA applicable rules, regulations, or laws shall be to such Regulations, rules, regulations and laws as modified, amended, restated or replaced from time to time. References to clauses are to the clauses of this Agreement. References in this Agreement to a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing Headings are included for convenience only and shall not affect the interpretation of this Agreement. Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to all other genders. This Agreement and any supplemental documentation are to be together construed as one agreement. Website” means the website available at www.cambridgefx.co.uk; 2.2 Nothing in this Agreement shall exclude any duty or liability which we have to you under the Regulations where such exclusion is not permitted under the Regulations. 3. OUR SERVICES 3.1 We will provide you with execution-only trading services in connection with FX Deals and/or Payment Services as may be specifically agreed in writing between you and us from time to time (the “Services”) subject to the terms of the Agreement. You may ask us to perform a FX Deal or Payment Service for you, and we may accept your request to perform a FX Deal for you or Payment Service and each request is an offer by you to purchase some of the Services. We may, in our sole discretion, refuse to proceed with a request or (subject to the requirements of the Regulations) a Payment Service at any time. Each FX Deal and Payment Service which we perform for you is subject to a separate contract which shall incorporate the terms of the Agreement. 3.2 We are not authorised by the FCA to provide speculative and/or investment services or advice. As such, you cannot enter into speculative and/ or investment services or advisory services with us. 3.3 We are authorised by you to do anything which we consider necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another) or to comply with the Regulations or any applicable laws, rules or regulations (“Applicable Laws”) as may reasonably be appropriate including our: 3.3.1 conducting and recording searches through identity referencing agencies and through other sources of information and using scoring methods both to allow us to provide you with the Services and to assess our risks in doing so including credit standing and compliance with all Applicable Laws requirements; and. 3.3.2 passing information to organisations to prevent fraud. You agree to ratify and confirm everything lawfully done in the exercise of such discretion. 3.4 You consent to the inclusion of the Beneficiary Details and any other payee or payer details as are required to enable us to comply with Applicable Laws in information sent to our bank, payment service provider or any other provider for these same purposes 3.5 In the event of any conflict between these Terms and Conditions and Applicable Laws, Applicable Laws shall prevail. 3.6 We are entitled to take such action as we may consider necessary to comply with the Regulations or any other Applicable Laws and shall not be obliged to take any action which would breach such Applicable Laws. 3.7 We have no obligation and accept no liability to any other person or entity for whom you may be acting as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be diminished in any way by reason of your so acting. 3.8 If you have more than one E Account with us or if your transactions otherwise comprise more than one account with us, we will have the right, without prejudice to any other right we may have, to combine all ora ny such E Accounts or accounts and set off any amount at any time owing from you to us or any of our Associates on any E Account or account against any amount owing by us or any Associate of ours to you for any purpose. You may not at any time or for any purpose set off any amount owing from us or any of our Associates to you against any amount owing to us or any Associate of ours. Assets shall at all times be held by us subject to a general lien and right of set-off against the our obligations. 3.9 We may, at our discretion, at any time convert any sums of money held in a Currency other than the Currency of the Obligations into the Currency of the Obligations at our current exchange rates (or other reasonable rate determined by us) including but not limited to circumstances where the proceeds of such conversion will be automatically applied by us to the greatest extent possible in reduction of the Obligations.4. NO ADVICE 4.1 We do not undertake to advise you on Deal Orders or any other transactions you may effect through us and will only accept Deal Orders and effect any other transactions for you on an execution-only and we shall not be required to advise you on the legal, regulatory, tax, business, financial, accounting or other consequences of a transaction. 4.2 You will be dealing with us on an execution-only basis in reliance solely on your own skill and judgment. In this regard you should bear in mind that if we explain the terms of a FX Deal or its performance characteristics this does not of itself amount to advice on the merits of a FX Deal or on the legal, regulatory or tax status or consequences. It is entirely for you to decide whether or not to use the Services and whether your instructions to us, are suitable for you and your circumstances. 5. ENTERING INTO A FX DEAL TRANSACTION 5.1 Once you have completed the Application Form and provided we have verified your identity and the Beneficiary Details and we have accepted you as a Client, you or any Authorised Representative may submit Deal Orders by telephone and otherwise in accordance with the terms of this Agreement. It is your responsibility to keep safe and you will procure that all Authorised Representatives keep safe any password which you or any Authorised Representative may at any time be required to use to access any part of the Services. You are responsible for all acts and omissions of all Authorised Representatives and we are not responsible for any loss or harm which you or any other person may suffer or incur as a result of any act or omission of any Authorised Representative. 5.2 When you request us to enter into a FX Deal, you will receive a proposal from us which will only be valid for such time as specified by us at the time the request is made. The artes, structure and pricing applicable to the FXD eal will be the rates, structure and pricing provided to you at the time of the Deal Order. 5.3 Before submitting any Deal Order you should ensure that all information given to is complete and accurate and up to date including the Beneficiary Details. If you think that there is any error in a Deal Order, you must notify us immediately. We shall not be responsible for any errors or omissions contained in any Deal Orders. 5.4 You confirm that you understand and accept that incomplete and/or inaccurate Deal Order details may result in financial loss, for which you may be held responsible at our absolute discretion. 5.5 We shall be entitled to act upon any Deal Orders we reasonably believed to be from you or from any Authorised Representative appointed to act on your behalf. Once given, Deal Orders may only be withdrawn or amended with our consent. 5.6 We may at our absolute discretion refuse to accept or act in accordance with any Deal Order, without being under any obligation to give any reasons to you. If we decline or refuse to accept a Deal Order, we will take reasonable steps to notify you promptly of this but subject to this will not be liable for any failure to accept or act on such Deal Order. 5.7 You shall promptly (and within any time limit imposed by us) give any Deal Order and/or other information we may reasonably request from you in respect of any transactions or other matters in relation to which we have accepted your Deal Order to act. If you do not do so, we may in our sole discretion take any steps at your cost as we consider appropriate for our or for your protection including, without limitation, to comply with Applicable Laws. To the extent permitted by law, we shall not be liable to you for any loss, damage, cost or expense suffered by you as a result of us taking such steps. 5.8 Deal Orders submitted after 1600hrs on a Business Day may not be acknowledged and/or executed until the next Business Day. 5.9 We shall be entitled to carry out all transactions in accordance with the rules, regulations, customs or practices of the relevant Counterparty and all Applicable Laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and/or market practice. We will be entitled to take or not take any reasonable action we consider fit in order to ensure compliance with the same and all such actions so taken will be binding upon you. 5.10 In order to give effect to your Deal Orders, we may at our discretion engage an intermediate broker selected by us (which may be an Associate of ours). We accept full liability for any default by an intermediate broker which is our Associate and undertake to use reasonable care and skill in the appointment and supervision of any other intermediate broker and to make available to you and take such action on your behalf as you may reasonably request in relation to any rights we have against such intermediate broker. Subject to this and to the extent permitted by law, we accept no liability for any default of any Counterparty. 5.11 If you wish to add an Authorised Representative to give Deal Orders and/ or Payment Orders on your behalf please complete an Appendix A Form and provide the information and documentation required on such form. Unless And until we are informed in writing that such authority has been withdrawn by completing and returning to us the Appendix A Form, any action taken by us in compliance with Deal Orders and/or Payment Orders given by an Authorised Representative will be binding on you. 6. CONFIRMATION OF TRANSACTIONS AND REPORTING 6.1 You agree that a Deal Order shall be binding on you once it has been accepted by us. 6.2 A Deal Order will deemed to have been accepted upon verbal confirmation by us by telephone. 6.3 For each accepted Deal Order to enter into a FX Deal transaction, we will generate a Confirmation and send you a copy within one Business Day of our acceptance of your Deal Order. If you do not receive a Confirmation within suchperiod, you must contact us to request a copy. You agree to promptly review each Confirmation for accuracy and will immediately notify us of any error or discrepancy. 6.4 A Confirmation will be sent by post, fax or e-mail to you at your last known address in our records and will be deemed to have been received by you when sent to the relevant address or number. 6.5 Any Confirmation, statement of account or any certificate issued by us in respect of any transaction or other matter shall be conclusive and binding on you unless objection in writing is received by us within two Business Days of the actual or deemed delivery date of the Confirmation. Occasionally (whether due to human or technical errors), discrepancies may occur in our Confirmations, statements or reports. Provided that we advise you of such errors and/or discrepancies as soon as practicable following our becoming aware of them, you will be bound by the relevant Confirmation, statement or report (as so corrected) irrespective of when the relevant error or discrepancy is discovered by us. 7. PAYMENT OF PREMIUM, MARGIN DEPOSIT AND MARGIN AMOUNT 7.1 We must receive from you in full and in cleared funds within two Business Days of the acceptance of your Deal Order to enter into aF X Deal transaction, the Premium and any applicable Margin Deposit and/or Margin Amount as specified by us at the time of our acceptance of the Deal Order. 7.2 You will also provide to us from time to time on demand such sums by way of additional Margin Deposit and/or Margin Amount as we may in our absolute discretion require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated transactions under this Agreement. Different Margin Deposit and/or Margin Amount requirements and variations to the amount of these sums will apply from time to time nad in relation to any particular FX Deal transaction. In particular, you may be required by us to increase the amount of the Margin Deposit and/or Margin Amount and/or the amount of increase to such sums in cleared funds to us within 24 hours of being notified to do so by us. 7.3 Unless the terms applying to a particular FX Deal or transaction otherwise specify, Margin Deposit and/or Margin Amount and any variation to such sums will be valued by us on such basis and at such times as we shall in our absolute discretion determine and may reflect, without limitation, our views to the extent that the relevant assets are fully available to us or such discount to the current market value of any Margin Amount and/or Margin Deposit as reflects our perception of the market risk of that Margin Deposit and/or Margin Amount. If you fail to deliver any Premium, Margin Deposit and/or Margin Amount as required by us from time to time or if you communicate to us an intention not to provide us with any Premium, Margin Deposit and/ or and/or Margin Amount or dispute the validity or existence of a FX Deal or transaction, we may close out, without any notice to you, the relevant FX Deal or transaction without any liability on our part and/or take any other steps we deem appropriate to mitigate the potential losses caused by your failure to honour your contractual obligations under the FX Deal or transaction. In the event of such termination, you agree to pay to us on demand within 5 Business Days the amount of any and all losses and expenses incurred by us in connection with the closing out of the FX Deal or transaction. Where a FX Deal or transaction has been closed out, you agree that our sole liability to you shall be to return any amounts you actually paid to us that remain after deducting all amounts owed to us. For the avoidance of doubt nothing in this clause will confer on you a right to terminate a FX Deal. 7.4 While failure to pay a Premium, Margin Deposit and/or Margin Amount when required will entitle us to close out some or all of your positions and/ or call an Event of Default, we are under no obligation to close out any transactions or take any other action in respect of open positions opened or acquired on your Deal Order and in particular, no failure by you to pay a Premium, Margin Deposit and/or Margin Amount will require us to close out any such transaction. 7.5 All Premiums, Margin Deposit and/or Margin Amount and other payments due by you to us pursuant to this Agreement shall be made in cleared funds in such Currency and to such bank account(s) as we may from time to time specify. If you are required by Applicable Laws to make any deduction or withholding in respect of taxes or otherwise, then you will be liable to pay such amount to us as will result in our receiving a net amount equal to the full amount which would have been received had no such deduction or withholding been required. 7.6 Any sums due to us from you pursuant to this Agreement (plus any applicable VAT) may be deducted from any Assets and we may have recourse against and sell, realise or dispose of the Asset(sin cluding any margin) in order to realise proceeds which may be applied in the discharge of such sums 8. SETTLEMENT 8.1 If you do not pay us the Settlement Amount required prior to the relevant Delivery Date or choose not to settle the transaction, we shall be entitled to close out the applicable transaction or take such other action as we in our absolute discretion may consider appropriate and you shall pay to us on demand within five Business Days of our notification to you the amount of any and all losses and expenses incurred by us in connection with the closing out of such transaction. 8.2 Funds received by us from you and any physical Currency and/or profits arising from the settlement or closing out of transactions will be credited to your E Account. Any crediting to your E Account is subject to reversal if, in accordance with local laws and practice, the delivery of investments or cash giving rise to the credit is reversed. 8.3 Without prejudice to our other rights and remedies any Obligations due to us including without limitation Obligations arising as a result of any settlement or close out will be payable by you on demand within 5 Business Days of our notification of such amounts to you. If any of your Assets and Obligations are expressed in different Currencies, theys hall be translated to sterling at the prevailing rate of exchange.8.4 You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable in relation to a transaction or otherwise incurred by us under this Agreement. 9. E ACCOUNTS 9.1 An E-Account must be opened with us in order for us to receive both funds from you and any physical Currency and/or profits arising from the settlement or closing out of transactions and in order for us to provide the Payment Services. All Payment Orders will be transacted from an E-Account 9.2 An E-Account is an electronic money account (denominated in currency selected from the available currencies) which enables electronic payments to be sent and received. The electronic money on an E-Account is issued in accordance with the Regulations and Applicable Laws. The currency of an E-Account cannot be changed once the processing of payment has been attempted. The electronic money held on an E-Account will not earn any interest and (subject to closing an E-Account in accordance with the Agreement) does not expire. 9.3 You acknowledge that electronic money accounts are not bank accounts and accordingly the UK’s Financial Services Compensation Scheme does not apply to an E-Account. We strictly adheres to the safeguarding requirements under the Regulations which are designed to ensure the safety and liquidity of funds deposited in electronic money accounts. However as in the case in relation to all Electronic Money Issuers, in the unlikely event that we become insolvent, the electronic money held in an E-Account may be at risk. 9.4 The electronic money on an E-Account belongs to the person or persons registered with us as the holder and to no other person and an AEc-count may not be assigned or transferred to a third party nor may any third party be otherwise granted any a legal or equitable interest over an E-Account. 9.5 An E-Account may be subject to upload, payment and withdrawal limits due to security and legal requirements as determined by us from time to time at our sole discretion and we may require that security questions be answered or other activities completed in relation to any upload, payment or withdrawal transaction. We reserve the right in our sole discretion to carry out all and any necessary money laundering, terrorism financing,fraud or other illegal activity checks before processing any E Account upload, payment or withdrawal transaction and we will not be liable to you for any loss suffered by you as a result of any delay while these checks are being completed to our satisfaction 9.6 It is your responsibility to ensure that the E-Account is only accessed by you and that you keep your login details, password or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, used without authorisation or otherwise compromised you must contact us without delay. Any undue delay in notifying us may affect the security of your E-Account and /or result in you being liable for any losses as a result. 9.7 We may suspend your E-Account and/or access to the Cambridge Services on reasonable grounds relating to the unauthorised or fraudulent or illegal or disruptive use or security of the E-Account or the Services or in order to comply with Applicable Laws and for such period as we shall reasonably determine to be necessary. 9.8 We will notify you of any suspension and its reasons for doing this (if possible in advance) unless notifying you would be unlawful. 9.9 You must have any equipment or telecommunications lines and links that may be necessary for you to use the Services and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Services. 9.10 By opening an E-Account and whenever you use the Services you are confirming to us that you have (i) regular access to the Website and email; (ii) the ability to store information sent or made available to you by email and other electronic means by us including the Website in a Durable Medium by printing out or otherwise retaining for future reference all electronic communications sent and information made available by us (via the Website or by email or phone); and (iii) the ability to access any such communications and information at all times. 9.11 If you require statements for an E-Account or wish to close an E-Account please contact us. 9.12 Cambridge reserves the right, in its sole discretion to impose ‘acceptable use’ terms in relation to the operation of an E-Account and the provision of any payment service including the prohibition of certain categories of payment transactions. The E-Account must not be used for any illegal purposes including without limitation fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency and If any transaction is conducted or attempt to be conducted in violation of the prohibitions contained in this section Cambridge reserves the right to reverse the transaction, and/ or close or suspend an E-Account and/or report the transaction to the relevant law enforcement agency and/or claim damages from you10. PAYMENT SERVICES 10.1 This clause 10 does not apply to any Service which is not a Payment Service governed by the Regulations. 10.2 Where the Regulations require us to provide certain information and notifications to the Client concerning any Payment Service we perform for the Client or regarding an E-Account. We will communicate information and provide the Client with notifications using a method of communication which we reasonably consider appropriate and in such form and manner and as often as we consider reasonable necessary to comply with our obligations under the Regulations. We may provide information and notifications to the Client over the phone, by sending the Client an email or by writing to the Client or by directing the Client to particular pages or sections of the Website or by providing the Client with a copy of any our brochures, leaflets or other documentation. 10.3 The Client’s instruction to perform a Payment Service pursuant to this Agreement will be treated by us as the Client’s consent to us to go ahead with and our authorisation to perform that Payment Service. We shall be entitled to act upon any Payment Orders we reasonably believed to be from you or from any Authorised Representative appointed to act on your behalf. 10.4 Where the Client has authorised us to perform a Payment Service, we will go ahead with that Payment Service unless the Client provides us with clear instructions to no longer to proceed with a Payment Service by notice in writing received by us not later than 4.00pm on the last Business Day before the day that Payment Service was due to take place or unless we and the Client has agreed in writing pursuant to this Agreement that the Client may so instruct us after this time. We may charge the Client for dealing such instructions provided that the charge corresponds to the actual costs. 10.5 We may be liable to the Client under the Regulations where we perform a Payment Service for the Client that the Client Did not authorise us to perform . Where the Client believes we may have performed such an unauthorised Payment Service, the Client should let us know as soon as possible. We will then investigate the matter. Where We have performed such an unauthorised Payment Service We will immediately refund to the Client in full the amount of that funds which are the subject matter of that Payment Service but the Client will not be entitled to any such refund if the Client do not inform us by notice in writing without undue delay on the Client’s becoming aware that an unauthorised Payment Service may have occurred or if the Payment Service was authorised by the Client. 10.6 We may refuse to perform a Payment Service at any time for any reason. Where we refuse to perform a Payment Service and unless it is unlawful for us to do so, we will notify the Client and if possible give the reasons for the refusal and the way in which the Client can rectify any factual errors that led to the refusal. We may charge the Client for notification of a refusal where the refusal is reasonably justified but will separately identify and charge this to the Client. 10.7 We may be liable to the Client under the Regulations where we fail to perform or incorrectly perform a Payment Service for the Client. Where the Client believes we may have failed to perform or have incorrectly performed a Payment Service, the Client should let us know as soon as possible. We will then investigate the matter. Where we have failed to perform or have incorrectly performed a Payment Service we will without undue delay make good and correct the error and deliver the amount of the funds which are the subject matter of that unperformed or incorrectly performed Payment Service to the Beneficiary Account but the Client Will not be entitled to any such remedy if: 10.7.1 The Client does not inform us by notice in writing without undue delay on the Client becoming aware that we had failed to perform or have incorrectly performed a Payment Service; or 10.7.2 We are able to show that the authorised amount was received at the appropriate time by the person to whom the Client instructed us to send the funds; or 10.7.3 If the failure to perform or incorrect performance was due to the Client providing us with incomplete or incorrect information or was otherwise due to the Clients fault. We will have no liability to you for failure to perform or the incorrect performance of a Payment Service where the reason for this was our refusal to proceed with that Payment Service or any part of it. 10.8 If we contravene any requirements imposed on us under Part 6 of the Regulations then we will not be liable to the Client where this is due to abnormal and unforeseeable consequences beyond Cambridge control, the consequences of which would have been unavoidable despite all efforts by us to the contrary or where this is due to legal obligations imposed on us under provisions of EU or national law. 10.9 The date of receipt of a payment order for the purposes of the Regulations will be the date when you have complied with its Obligations with respect to the Payment Service or the date you have instructed us to perform the Payment Service whichever is the later provided that if any such date falls on a day which is not a Business Day then the date of receipt of a Payment Order for the purposes of the Regulations will be the next following Business day. 10.10 Our total liability to a Client in connection with a Payment Service is limited to the full amount of the funds which are the subject matter of that Payment Service together with any charges for which the Client may be responsible and any interest which the Client May be required to pay as a consequence of any non-performance or incorrect performance by us of the Payment Service. 10.11 If we contravene any requirements imposed on us under Part 6 of the Regulations (which sets out certain obligations on us aas payment service provider, including relating to unauthorised, unperformed and incorrectly performed Payment Service),we will not be liable to the Client where this is due to abnormal and unforeseeable consequences beyond our control, the consequences of which would have been unavoidable despite all efforts by us to the contrary or where this is due to other obligations imposed on us under other provisions of EU or national law. 10.12 If the Client asks us to provide them with any information or materials which we are not required to provide under the Regulations, we may ask the Client to pay us a fee to cover our costs of providing them to the Client. If the Client does ask us to do this, then we will advise the Client of any fee that may apply. 11. SAFEGUARDING CLIENT MONEY 11.1 Funds received by us from you prior to such funds being applied by us for the payment of a Premium, Margin Deposit and/or Margin Amount or otherwise applied by us for discharge of the Obligations will be held in an E Account. You hereby authorise us to apply funds held in an E Account for the making of such payments and the discharge of the Obligations whereupon such funds will cease to be classified as Client Money and will not be subject to the safeguarding requirements under Regulations. 11.2 Any money due to you on settlement of a FX Deal will be also held in an E Account prior to being transferred to your Beneficiary Account and will also be classified as Client Money and will be subject to the safeguarding requirements under Regulations. 11.3 For the avoidance of doubt any money which we hold for you in an E Account which is classified as Client Money will be held as Client Money in accordance with the safeguarding requirements under the Regulations. 11.4 Subject to the Regulations you agree and acknowledge that we may 11.4.1 transfer Client Money to a third party to hold or control for the purposes of an FX Deal on with or through the relevant third party or to meet the Client’s obligation to provide collateral for an FX Deal 11.4.2 segregate your Client Money in a different Currency than that of receipt from you 11.4.3 may deposit your Client Money with credit instructions outside of the United Kingdom and that in such case, additional and/or different settlement, legal or regulatory requirements may apply 11.4.4 may make deductions from and take sums directly from the Client Money held on your behalf to settle any Counterparty charges or to settle any legal liability we may have arising from the Services (for example, any taxes or other charges which may apply in a foreign jurisdiction) in accordance with the terms of this Agreement. 11.5 No interest will be paid to you on any funds held by us. 12. DEFAULT AND REALISATION OF CLIENT’S ASSETS 12.1 The occurrence of any of the following events shall constitute an event of default (“Event of Default”): 12.1.1 You fail to comply fully and immediately with any Obligation to make any payment when due to, or required by, us (including any Obligation to pay any Premium, Margin Deposit or Margin Amount (or variation thereof); 12.1.2 You default on any other Obligation owed to us (including any transaction governed by this Agreement); 12.1.3 You commit a material breach of this Agreement and, if the breach is capable of being remedied, fail to remedy such breach within 7 Business Days of notice from us; 12.1.4 Any representation or warranty made by you was or has become or subsequently would if repeated at any time be incorrect or misleading; 12.1.5 We, acting in our absolute discretion, determine that there is or has been an adverse change in the creditworthiness of any party providing a guarantee and/or indemnity in respect of your obligations under this Agreement; 12.1.6 You commence a voluntary case or other procedure seeking or proposing administration, liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to yourself or to your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law, or seek the appointment of trustee in bankruptcy, receiver, liquidator, administrator or other similar official (each an “Insolvency Official”) of yourself or any part of your undertaking or assets; or take any corporate action to authorise any of the foregoing; and, in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; 12.1.7 You die, become incapacitated or of unsound mind, are unable to pay your debts as they fall due (or where you are the trustee of a trust you are unable to pay your debts incurred in that capacity out of the assets of the trust), or you are bankrupt or insolvent as defined under any bankruptcy or insolvency law applicable to you; or any of your indebtedness is not paid on the due date therefor or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or proceedings are commenced for any execution, any attachment or garnishment, or any distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets; or 12.1.8 At any time due to market fluctuations or for any other reason we shall in good faith but otherwise in our absolute discretion consider it necessary for our own protection to treat the relevant circumstances as an Event of Default.12.2 Upon or at any time following an Event of Default we may immediately without further notice to you and without prejudice to any other rights hereunder or under any transaction, contract or law, take any and all actions that we consider to be necessary or desirable in the circumstances, including, but not limited to the following: 12.2.1 Treat any or all transactions then outstanding under this Agreement or any other agreement between us as having been repudiated by you and such repudiation as having been accepted by us, whereupon our obligations under such transactions will thereupon be cancelled and terminated; and/or 12.2.2 Liquidate, sell, close out, replace, reverse, hedge or off-set all or any transactions, buy, borrow or lend, or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion,w e consider necessary or appropriate to cover, reduce or eliminate your loss under or in respect of any of your transactions or other commitments or Obligations; and/or 12.2.3 Sell, charge, deposit, deal with or otherwise dispose of any cash, securities, margin or Assets upon such terms as we may in our absolute discretion think fit without being responsible for any loss or diminution in price in order to realise funds sufficient to cover the Obligations and apply such proceeds in or towards satisfaction of the Obligations in such order and generally in such manner as we may, in our sole and absolute discretion, determine. 12.3 You will at all times remain liable for the payment of any and all outstanding Obligations and if the proceeds realised by us are insufficient for the discharge of all such Obligations, you will promptly pay on demand the deficit and all unpaid liabilities together with interest at a rate of interest of Bank Of England Bank Rate plus 2%. 13. CLIENT’S WARRANTIES 13.1 You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by you on each date on which a transaction is entered into under this Agreement) that: 13.1.1 You and each Authorised Representative has full power and authority to execute and deliver this Agreement, each transaction and any other documentation relating thereto, and to perform your obligations under this Agreement and each transaction and have taken all necessary action to authorise such execution, delivery and performance; 13.1.2 Any such execution, delivery and performance will not violate or conflict with any law, rule or regulation applicable to you, any provision of your constitutional documents or any charge, trust deed, contract or other instrument or any contractual restrictions applicable to, binding on or affecting you or any of your Assets or oblige you to create any lien, security interest or encumbrance; 13.1.3 All governmental, regulatory and other consents that are required to have been obtained by you in relation to this Agreement Have been so obtained and are in full force and effect and all conditions of any such consents have been complied with; 13.1.4 Your obligations under this Agreement constitute your legal, valid and binding obligations, enforceable in accordance with their respective terms; 13.1.5 You will comply with all laws, rules, regulations and disclosure requirements of any relevant jurisdiction, exchange, market or regulatory authority which apply in respect of us or you from time to time; 13.1.6 You will promptly give (or procure to be given) to us information and assistance as we may reasonably require to enable us to assist or achieve compliance with any of the our obligations in relation to the E-Account and/or the Obligations and/or the Assets and/or the Services; 13.1.7 You have the capacity to evaluate and understand the terms, conditions and risks of each transaction entered into hereunder and you are willing and able to accept those terms and conditions and to assume (financially and otherwise) those risks; 13.1.8 You are acting as principal in entering into this Agreement and each transaction hereunder; 13.1.9 Where an Event of Default occurs you will give us notice as soona s you become aware of such occurrence; 13.1.10 You are the beneficial owner, or where you are a trustee, the legal owner, of all of the Assets and in cases have the power to deal with all of the Assets as if you were the beneficial owner; and 13.1.11 You will not pay to or provide us with any Assets which are subject to any security or lien other than the lien created in our favour under clause 21.1 and will not charge, assign or otherwise dispose of or create any interest in any of your rights or interest in any transaction or in any sum or other payment or Assets held by us on your behalf.14. LIABILITY AND INDEMNITY 14.1 To the extent permitted by the Regulations or otherwise by Applicable Laws, we will not be liable ofr any costs, losses, damages, liabilities or expenses suffered or incurred by you in connection with the Services unless and to the extent that such costs, losses, damages, liabilities or expenses arise directly from our negligence, willful default or fraud, any material breach by us of the terms and conditions of this Agreement or any breach of any of our duties or obligations under the Regulations. 14.2 You will pay us on demand all commissions and other charges due to us, including Premiums, such sums as we may at any time require in or towards satisfaction of any Obligations including without limitation the amount of any trading loss that may result from any transaction hereunder, interest and service charges (if any) due to us and our reasonable costs and legal fees incurred in collecting any such amounts. Except as stated elsewhere in this Agreement, all payments shall be made by you within 24 hours of demand and in cleared funds in such Currency and tos uch bank as we may from time to time specify. 14.3 To the extent permitted by law, you agree to indemnify and hold us, our employees, officers, directors and Associates harmless from any damages, losses, costs, liabilities and expenses incurred by us or arising in connection with the Services, any Deal Order given by you or our reasonable actions in response to receiving an Deal Order from you or the proper performance of our rights and duties under this Agreement, unless such damages, losses, costs, liabilities or expenses are caused by our gross negligence, willful default or fraud, any material breach by us of the terms and conditions of this Agreement or any breach of any of our duties or obligations under the Regulations. 14.4 It is your responsibility to regularly check the proper functionality of email accounts and other reasonable methods of our sending communications to you to ensure that messages by us are retrieved and read promptly and to ensure that accurate and complete instructions are provided to us together with any additional information that we request which is required by Applicable Laws. We shall not be liable for any loss arising out of a failure to do this 15. TERMINATION 15.1 You may terminate this Agreement at any time by written notice us to take effect immediately or on such date as may be specified in such notice. We may terminate this Agreement by giving you two months written notice in respect of Services under this Agreement comprising Payment Services and in all other cases by giving you such notice as may be specified in such notice as we shall give to you. 15.2 Termination of this Agreement shall be: 15.2.1 Without prejudice to the completion of any transaction or transactions already initiated and any transaction or all transactions outstanding at the time of termination will be settled and delivery made in accordance with clause 8; 15.2.2 Without prejudice to and shall not affect any accrued rights, or outstanding Obligations or any contractual provision intended to survive termination (including without limitation rights existing in our favour on an Event of Default and any indemnity in our favour); and 15.2.3 Without penalty or other additional payment save that you will pay: (a) Any outstanding Premium, Settlement Amount, Margin Amount or Margin Deposit and any of our outstanding fees and charges; (b) Any expenses incurred by us in the provision of the Services or under this Agreement payable by you; (c) Any additional expenses incurred by us in terminating this Agreement; and (d) Any losses necessarily realised in settling or closing out outstanding Obligations. 16. CONFIDENTIALITY 16.1 We shall be under no duty to disclose to you or in making any decision or taking any action in connection with the provision of the Services to take into account any information or other matters which come to our notice or the notice of any of our employees, directors, agents or Associates where: 16.1.1 This would or we reasonably believe that it would be a breach of any duty of confidentiality we may owe to any other person; or 16.1.2 This comes to the notice of an employee, officer or agent of ours, but does not come to the actual notice of the account executive or other individual providing you with the Service in question. 16.2 You will at all times keep confidential any information of a confidential nature relating to us acquired by you in connection with this Agreement or the services, except for information which you are bound to disclose by law or by request of regulatory agencies or to their professional advisers. 16.3 We will act as data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act 1998 (the“ Data Protection Act”). You hereby consent to the processing and use by us and our agents and Associates of personal data (as defined in the Data Protection Act) given by you under this Agreement for the provision of the Services, which may include the transfer of such data out of the European Economic Area (as defined in the Data Protection Act). Such data may also be used by us and our agents and Associates to update customer records and to advise you of other products and services unless you have indicated otherwise in the Application Form. 17. DELEGATION AND USE OF AGENTS 17.1 We may delegate any of our functions in respect of the Services to an Associate of ours and provide information about you and the Services to anysuch Associate on such terms as we may determine without your further consent but our liability to you for all matters so delegated shall not be affected thereby. We will act in good faith and with due diligence in our choice and use of such agents. 17.2 We are a wholly owned subsidiary of Cambridge Mercantile Corporation which acts as provider of services to us. These services include but may not be limited to: • the provision of credit for the purposes of FX Deal dealing; • third party onward settlement payments; • the provision of anti-money laundering client screenings services. 18. FORCE MAJEURE Whilst we will endeavour to comply with our obligations in a timely manner we will incur no liability whatsoever for any partial or non-performance of our obligations by reason of any cause beyond our reasonable control including but not limited to a Force Majeure Event and we shall not be held liable for any loss you may incur as a result thereof 19. ASSIGNMENT AND THIRD PARTY RIGHTS 19.1 This Agreement is personal to you and shall not be capable of assignment by you or of being transferred by you. We may, on giving one month’s notice to you, appoint any appropriate Associate to provide the Services in our place and shall then transfer to such appointee all of our rights and obligations under this Agreement. 19.2 A person who is nota party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act. 20. NOTICES, DEAL ORDERS AND OTHER COMMUNICATIONS 20.1 Without prejudice to the provisions of clause 5 relating to the giving of Deal Orders by telephone, any notification given to us under this Agreement shall be in writing and sent to our principal place of business or such other address as may be notified by us to you and such notice to us shall take effect upon its actual receipt by us. 20.2 All written communications by us to you under this Agreement may be sent to the last postal address, fax number or e-mail address notified to us by you. 20.3 We may record telephone conversations with you without the use of a warning tone, and may use the recordings as evidence in the event of a dispute. 21. GENERAL 21.1 You agree that records maintained by us of E Accounts and any other accounts and transactions and dealings will in the absence of manifest error be conclusive evidence of the amount of any Assets and Obligations. 21.2 Unless otherwise agreed between us, this Agreement supersedes any previous agreement between you and us relating to the subject matter of this Agreement. 21.3 You shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to this Agreement and the transactions contemplated hereby. 21.4 You understand and agree that we, at our sole discretion, may disclose any transaction-related information in order to satisfy our legal obligations under Applicable Laws including, but not limited to, anti-money launderings laws or the Regulations, or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to our business, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such governmental entities in the ordinary course of business. Upon request, you agree to provide any additional information that we may reasonably need to satisfy our obligations including but not limited to regulatory requirements in jurisdictions to which the Currencies apply and anti-money laundering and requests for credit. 21.5 You acknowledge and agree that in entering into this Agreement, and the documents referred to in it, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. 21.6 We may amend this Agreement by giving you 2 months written or by a shorter period of notice where such amendment is required to comply with changes to the Applicable Laws and any such amendment shall be binding on you in respect of all Deal Orders subsequently received after such date. You may terminate this Agreement without charge (other than in relation to existing transactions) before the amendments take effect otherwise we will assume you have accepted the amendments following the expiry of such 60 day period or such shorter period of notice. Any amendment shall not be retrospective or affect any rights or obligations that may already exist in respect of any existing transaction. No other variation of this Agreement will be valid unless in writing signed on our behalf and by you. Any amendment proposed by you shall take effect when accepted in writing by us. 21.7 Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership or joint venture relationship between the parties. 21.8 No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in thisAgreement are cumulative and not exclusive of any rights and remedies provided by law. 21.9 You agree to pay any amount payable in respect of any transaction executed with or through us on the due date regardless of any right of equity, set-off or counterclaim which you may have or allege against any of us or any Associate of ours or other person connected with us. 21.10 If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby. 21.11 The Agreement is written in the English language which shall be the language of the Agreement. All communications between us shall be made in the English language. The Agreement anda ny dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). 22. COMPLAINTS AND COMPENSATION SCHEME All formal complaints should in the first instance be made in writing to us for the attention of the Compliance Officer, Cambridge Mercantile Corp. (UK) Limited, 71 Fenchurch Street, London, EC3M 4BS.Complaints will be dealt with in accordance with FCA requirements and a copy of our complaints handling procedure is available on request and will otherwise be provided to you in accordance with FCA requirements. In addition, if you are still dissatisfied following our response to any complaint and if you are a qualifying complainant and your complaint concerns a Payment Service you have the right to a refer your complaint to the Financial Ombudsman Service Exchange Tower, London, E14 9SR. If you would like further details of our complaints policy relating to Payment Services please contact our Compliance Officer At Cambridge Mercantile Corp. (UK) Limited, 71 Fenchurch Street, London, EC3M 4BS.