Terms and Conditions for Corporate Avenue Services Limited
These Terms and Conditions (“T&C”) govern the relationship between Corporate Avenue Services Limited, registered under company number 10533023, with its registered address at 3rd Floor, 19 Gerrard Street, London W1D 6JG (hereinafter referred to as “CASL”, “Company”, “we”, or “us”) and its clients. Corporate Avenue Services Limited is authorized by the Financial Conduct Authority (“FCA”) in the United Kingdom as a Payment Institution (FRN 943165).
By using our services, you agree to comply with and be bound by these T&C. Please read these carefully.
1. Definitions
This agreement employs the following defined terms:
CASL Corporate Avenue Services Limited
Client CASL’s client, who has executed relevant account opening forms and has agreed to be bound by this agreement
FCA The UK Financial Conduct Authority, which regulates CASL in its capacity as an authorised payment institution (or a successor regulator to the FSA)
FSMA The Financial Services and Markets Act 2000, as amended
PS Regulations The Payment Services Regulations 2017, as amended
The Services The totality of the services which CASL agrees to provide to the client (on an as required basis), and which comprise the Payment Services
Payment Services Any services specifically related to the making of payments for or on behalf of the client in the same currency as that which the client provides to CASL to fund the making thereof.
Contract refers to each and every specific transaction undertaken by CASL for the client in performance of the Services.
2. General
2.1 The terms and conditions set out in this agreement (as amended by CASL and notified to the client from time to time) shall apply as between CASL and the applicant named above, and shall regulate the provision of the Services to the client or (on the client’s instructions and subject to CASL’s acceptance of the same) to any third party named in any order received by CASL for the entry into and performance of one or more contracts.
2.2 For the purposes of the PS Regulations, this agreement is a framework contract.
2.3 This agreement shall come into force on the earlier of the date set out above and the date that it is communicated to the client (whether by post, fax or email or by reference to the CASL website).
2.4 Any reference to CASL or the client in this agreement shall be deemed to include that party’s officers, employees and/or agents.
2.5 References to clauses are to the clauses of this agreement and the headings in this agreement are for convenience only and shall not affect its interpretation.
2.6 Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
3. Regulatory status
3.1 CASL is authorised by the FCA as an authorised payment institution (firm reference number 943165), and discharges its obligations to the client subject to the relevant provisions of the PS Regulations, as from time to time amended.
3.2 For avoidance of doubt, CASL is not authorised by the FCA in relation to any other matters which are subject to the jurisdiction of the FCA.
3.3 CASL provides the Services from its head office, the full address of which is 3 rd Floor, 19 Gerrard Street, London, United Kingdom, W1D 6JG.
4. Information prior to provision of Services
4.1 In accordance with the PS Regulations, CASL is required to provide various items of information to its clients.
4.2 The parties confirm that such information is deemed to be provided in these terms (or in this agreement), or has been separately provided to the client in writing by CASL.
5. The Services
5.1 The Services shall be limited to:
5.1.1 Payment Services, namely providing any or all other services comprised within the permitted remit of an authorised payment institution under the PS Regulations; Services falling within clause 5.1.1 include, without limitation, arranging or entering into forward contracts, forward time option contracts and limit orders (but shall not include any form of transaction regulated by the FCA within limb (b) of the definition
of a “contractually-based investment” in article 3(1) of the RA Order).
5.1.2 CASL shall record in writing the details of each contract entered into in the course of providing the Services, and send a copy to the client at the time the contract is performed.
5.2 CASL shall unless otherwise agreed, contract as principal with the client for the delivery of the currency or payment in question and deal with the client on an execution only basis.
5.3 The client accepts that any such information does not constitute advice and does not form part of the Services and agrees that it shall rely purely on its own judgement when entering into any contract.
5.4 In providing the information referred to above, CASL makes no warranty or representation as to its accuracy, and is not liable to the client in relation to the use made of such information.
5.5 Each order shall stand as a separate contract.
5.6 CASL reserves the right in its absolute discretion to cancel any order where the required currency is unavailable.
6. Instructions and communications
6.1 All communications between the client and CASL, in either direction, shall be in English.
6.2 CASL may, at its absolute discretion, accept or refuse (without attributing any reason or being liable for any claims, loss of profits, depletion of goodwill or damage, and whether direct, consequential or anticipated) any order for services or any instruction relating to services from any officer, employee or agent of the client. Where only certain named personnel are authorised by the client to place orders and give instructions to CASL, an “authorised personnel” list shall be annexed to this agreement, and where such a list is annexed, CASL shall only deal with those authorised persons.
6.3 Orders may be placed and instructions may be given orally or in writing, save that in the case of an oral order or instruction, CASL is entitled to require the client to confirm such order or instruction in writing prior to executing the same. Alternatively, CASL may itself confirm in writing any orally communicated order or instruction, and if so, this shall be final and conclusive evidence of the order or the instruction in
question.
6.4 In accordance with the PS Regulations, conditions apply to the capacity of the client to revoke an order or instruction.
6.5 In accordance with the PS Regulations, the client is entitled in relation to any contract instructed by the client to CASL (and prior to execution of the same) to be provided with details of the maximum execution time for the contract, the applicable charges and (if relevant) how such charges are broken down. CASL will provide such information provided that the client requests the same at the time of notifying CASL with the instruction initiating the contract in question.
6.6 In accordance with the PS Regulations, CASL will provide to the client, in relation to each transaction executed in the provision of the Services, with:
6.6.1 A reference enabling the client to identify the transaction;
6.6.2 For a Payment Service, the amount debited;
6.6.3 The amount of charges (and if relevant, interest) due from the client in relation to the transaction; and
6.6.4 The debit value date, or the receipt date, in relation to the payment made.
6.7 The information referred to in clause 6.6 will be provided on a monthly basis by CASL in respect of all contracts entered into during the month in question (unless the client and CASL agree to provision of such information on a more frequent basis). Unless the client notifies CASL of any error or omission in relation to such information within 24 hours of receipt, the client shall be deemed to have agreed and accepted the accuracy of all such reported information and it will be legally binding on the client.
6.8 If the client considers that CASL has executed an instruction in its name which it has not originated, it shall notify CASL forthwith. In accordance with the PS Regulations, there are certain circumstances under which compensation to the client is available in such circumstances, and details can be obtained from CASL.
6.9 Handling of personal data collected & processed will be in accordance with Data protection Act 2018 (GDPR), and the firm may disclose that data without the Client’s consent to any regulator or government agency upon their request.
6.10 Where personal data is transferred outside the United Kingdom or the European Economic Area, CASL ensures that appropriate safeguards are applied in accordance with applicable data protection laws.
6.11 Details of the complaint redressal mechanism are covered in the complaints policy which is updated regularly.
7. Payment process etc.
7.1 Without limiting its rights set out in clause 7 below, where CASL has not received payment of any amount of sale currency due from the client, CASL may delay the execution of an instructed contract on behalf of the client until CASL has received the sale currency.
7.2 Banks have specified times of cut-off for the receipt and dispatch of electronic payments. CASL accepts no responsibility for any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut-off times of the bank at which the client’s payment account is maintained.
7.3 In the event of any significant exchange rate fluctuations occurring between the date on which a particular contract is executed and (if different) the value date for the transaction to which such contract relates, CASL may require the client to provide additional funds to maintain the value and level thereof at the stipulated percentage rate on the original contract note. Such funds shall be paid by the client immediately and in full.
8. CASL’s fees and charges
8.1 The basis for CASL’s charges is subject to such further details, contained in this agreement (Appendix A) or provided as an annex hereto, as CASL may notify to the client. CASL reserves the right to modify the charges made for the Services from time to time, giving the client written notice previously before introducing any such modifications.
8.2 In addition, CASL is entitled to be reimbursed at the client’s expense with such expenses and fees as it incurs in performing the Services as are notified to the client in this agreement or in an annexure hereto, and to modify such fees or rates from time to time, giving the client written notice previously before introducing any such modifications.
8.3 For the avoidance of doubt, CASL is entitled to debit its fees and charges referred to in this clause 8 to the client.
The fees collected will be clearly split into commission and other charges with details thereof
9. Client’s warranties
9.1 The client hereby warrants and represents to CASL as follows:
9.1.1 The client has full capacity to enter into this agreement and to provide instructions to CASL to enter into contracts;
9.1.2 all orders will be placed in pursuance of the client’s usual trade or business;
9.1.3 the client is not acting for any third party;
9.1.4 all transactions instructed to CASL are to be entered into either for the client’s commercial purposes (in accordance with article 84(2) of the RA Order) or for its private purposes, but shall in any event not be or represent contracts for investment purposes; and
9.1.5 all funds to be provided by the client will be beneficially owned by the client (or will be held subject to a constitution that entitles the client to dispose of such funds as if fully beneficially entitled) and will not be subject to any charge, lien or other encumbrance, and the client will not create or permit the creation of any charge, lien or other encumbrance over any funds so provided.
9.1.6 The Client confirms that all funds and transactions comply with applicable anti-money laundering and counter-terrorist financing laws and regulations.
9.2 The warranties in clause 9.1 are deemed to be repeated at every point at which the client provides an instruction to CASL to undertake a transaction.
10. Limitation of liability
10.1 Nothing in this clause 10 seeks to limit CASL’s liability to the client for death or personal injury resulting from the negligence of CASL, its employees, agents or sub-contractors, or in any way which is not permitted in accordance with the PS Regulations.
10.2 Subject to clause 10.1 above, CASL’s total liability to the client arising in connection with any contract or the performance of the Services generally shall be limited to damages of an amount equal to the direct loss incurred, provided that in relation to any specific contract CASL’s liability shall in no circumstances exceed:
10.2.1 In the case of Payment Services, the value of the money intended to be paid or, as the case may be, received on the client’s behalf.
10.3 CASL shall not under any circumstances be liable to the client for loss of profits or goodwill, anticipated savings, or any type of special indirect or consequential loss (including loss or damage suffered by the client as a result of an action brought by a third party) arising in connection with any contract, or with the provision of Services generally, even if such loss was reasonably foreseeable.
10.4 The client will, on demand by CASL, indemnify CASL and keep it indemnified against all losses, damages and costs of any nature suffered by CASL including any costs suffered by CASL in covering, reducing or eliminating its risk, arising as a result of any breach by the client of these terms.
11. Force majeure
11.1 CASL shall not be deemed to be in breach of this agreement or otherwise have any liability to the client for any failure or delay on the part of CASL in performing its obligations under this agreement arising from or attributable to any act, event, omission or accident beyond the reasonable control of CASL (“a force majeure event”). CASL shall notify the client of the occurrence of a force majeure event as soon as is reasonably practicable following the occurrence of such force majeure event.
11.2 Where a force majeure event occurs, CASL may (at its option), on the subsistence of such force majeure event for fourteen (14) consecutive days, and will, on the subsistence of such force majeure event for twenty-eight (28) consecutive days, cancel any as yet unexecuted contract and refund to the client’ any sale currency paid under that contract. The client shall not be entitled to compensation in respect of any force majeure event occurring.
12. Default
12.1 CASL shall have the right to close any contract by entering into an equal but opposite contract or, at its absolute discretion, by any other actions deemed necessary, or to terminate this agreement in its entirety, in each case without any further liability for any loss or otherwise in the event of any of the following:-
12.1.1 any default of payment by the client of any sum due to CASL;
12.1.2 any other breach by the client of this agreement;
12.1.3 if the client is declared bankrupt or enters into an arrangement with his creditors;
12.1.4 if a legal entity, the client enters into any form of insolvency or administration procedure (other than for the purposes of a reconstruction which has been agreed in advance with CASL) or is unable to pay its debts as they fall due (as defined in section 123 of the Insolvency Act 1986);
12.1.5 it becomes unlawful for CASL to give effect to any or all of its obligations to the client under this agreement or where CASL or the client is ordered by any governmental or regulatory body to cease to perform this agreement; or
12.1.6 CASL considers it desirable to do so for its own protection or for the protection of its other clients.
12.2 Where a contract is closed out by CASL in accordance with clause 12.1, a contract note will be issued and dispatched to the Client detailing the specifics of the closure and any loss suffered by CASL as a result of such closure.
12.3 Where in accordance with clause 12.1 CASL terminates this agreement, CASL will produce a summary statement of the client’s net position.
12.4 Whether clause 12.2 or 12.3 applies, CASL is entitled to:
12.4.1 A full indemnity from the client in relation to all costs incurred by CASL in reversing or otherwise terminating all contracts still subject to execution; and
12.4.2 In furtherance thereto, to debit the client in settlement of such indemnity.
13. Duration, termination
13.1 Subject as set out below, these terms shall continue in force until terminated by either party giving to the other written notice of 7 days.
13.2 Either party shall be entitled to terminate this agreement forthwith by written notice to the other if:-
13.2.1 that other party commits any material breach of any of the provisions of these terms and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
13.2.2 either party enters into any form of insolvency or administration procedure (other than for the purposes of a reconstruction which has been agreed in advance with the other party) or is unable to pay its debts as they fall due (as Defined in section 123 of the Insolvency Act 1986); or
13.2.3 If CASL ceases to be authorised by the FCA in accordance with the PS Regulations.
13.3 CASL may terminate this agreement as provided for in clause 12.1 (default by the client) or in clause 16.3 (termination where modification is not agreed).
13.4 Any waiver by either party of a breach of any provision of these terms shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
13.5 The rights to terminate given by this clause 13 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
13.6 In the event of termination, however arising, CASL has the power and right to ensure that all contracts entered into for the client prior to termination taking effect shall be executed and settled for the client’s account.
13.7 Subject as otherwise provided in the contract, upon the termination of these terms for any reason and following the conclusion of any foreign currency transacted under these terms, neither party shall have any further obligation to the other save for any rights, obligations and/or liabilities which have arisen under these terms but have not been discharged prior to termination.
13.8 CASL undertakes to the Client that, other than in the event of the Client’s insolvency or other cessation of business, CASL will not solicit or approach any Underlying Customer to seek to open a direct relationship between CASL and such Underlying Customer for the provision of services of any type identical or substantially similar to the Payment Services.
14. Disputes
14.1 The client shall provide CASL with written notice if at any time it is dissatisfied with CASL’s performance of this agreement or otherwise disputes the validity or enforceability of it.
14.2 Without prejudice to their rights under this agreement, CASL and the client shall attempt to resolve any dispute in good faith, save that where the dispute remains unresolved within 28 days of notice being served on CASL, either party may take such further steps as it considers appropriate to resolve the dispute, including, without limitation, appointing a mediator or an arbitrator or initiating court proceedings.
15. Notice
15.1 Any notice, document or other information (“notice”) to be given by one party to the other under this agreement shall be in writing and shall be deemed to have been duly served if delivered by hand or by first class pre-paid recorded delivery post or sent by electronic transmission to the other party at such postal or electronic address or telecommunications number set out in this agreement or otherwise notified to the other party from time to time.
15.2 Notice shall be deemed to have been received by the recipient: if delivered personally, when left at the proper address for that party; if sent by first class pre-paid recorded delivery post, at 10.00 am on the second Business Day after posting; or if sent by electronic transmission, simultaneously with effective transmission.
16. Miscellaneous further provisions
16.1 Nothing in these terms shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
16.2 This agreement, of which these terms form part, together with any documents referred to in these terms or annexed hereto, represents the entire agreement between the parties and supersedes all previous arrangements, agreements and understandings between the parties in respect of the Services
16.3 This agreement may be modified by CASL providing written notice to the client, stating the date on which such modification takes effect, and in accordance with the PS Regulations such modification applies automatically from the stated date unless beforehand the client has notified CASL of an objection thereto in writing. Should the client so notify, CASL has the option to terminate this agreement with immediate
effect.
16.4 Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether party to this agreement or not) except as expressly provided herein, and that all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
16.5 No person other than the parties is entitled to sue on any provision of this agreement.
16.6 It is intended that this agreement shall be reasonable as between CASL and the client having regard to the nature of the respective parties, but if any term of this agreement (or any part of any term) is found to be invalid or unenforceable, that term or part term shall to the extent required be deemed to be severed from and not affect nor impair the validity or enforceability of any other section of this agreement and the
parties shall use all reasonable endeavours to replace that term or part term with a valid and enforceable substitute term or part term that gives effect (in so far as possible) to the intended meaning behind the severed provision(s).
17. Governing Law and Jurisdiction
17.1 This agreement shall be governed by and construed in accordance with the Laws of England, and each party hereby submits to the exclusive jurisdiction of the English Courts.