5.1 The Client will provide an FX Order and Payment Instruction and other communications to Ramsdens:

5.2 A reference to written instruction within the Terms include email and the Online System.

5.3 Ramsdens is entitled (but not obliged) to act upon instructions which are or reasonably appear to be from the Client or Authorised Person.

5.4 Ramsdens may contact the Client or their Authorised Person by telephone, email or by post at the contact details provided by the Client in the Account Opening Form or, where made available to the Client via the Online System. It is the Client’s responsibility to inform Ramsdens of any changes to the Client or Authorised Person’s contact details.

5.5 All communication between the parties will be in English.

5.6 Further contact details and information can be found at www.ramsdenscurrency.co.uk/international-money-transfers.

6.1 The Client or their Authorised Person may from time to time provide an FX Order to Ramsdens in accordance with clause 5.

6.2 Following receipt of an FX Order, Ramsdens will (if it is willing to accept the FX Order) agree with the Client the exchange rate on which it is willing to enter into the FX Contract.

6.3 If Ramsdens accept the FX Order, Ramsdens will subsequently provide a Deal Confirmation to the Client.

6.4 Upon receipt of the Deal Confirmation, the Client is responsible for reviewing the same for any omissions /errors. In the event of an omission/error, the Client must provide immediate written notice to Ramsdens in accordance with clause 5, setting out full details of the omission/error. Subject to clause 6.5, notwithstanding any omission/error in the Deal Confirmation, the FX Contract relating to the FX Order detailed in the Deal Confirmation will be binding on the Client and Ramsdens, the Client’s rights under these Terms in respect of the FX Contract shall apply with full effect.

6.5 Ramsdens will not be bound by any FX Contract where it is reasonably determined by Ramsdens that there is manifest error in the price quoted in the Deal Confirmation.

6.6 Once Ramsdens has transmitted a Deal Confirmation confirming an FX Order in writing, the Client may only amend or cancel the Deal Confirmation if Ramsdens expressly agrees (and any such amendment or cancellation shall be on the conditions specified by Ramsdens) or otherwise in accordance with the provisions of clause 6.9.

6.7 Ramsdens may at its absolute discretion refuse any FX Order or instructions given by the Client without giving any reason or being liable for any loss the Client suffers as a result of such refusal.

6.8 Ramsdens may require further confirmation or information from the Client or Authorised Person of any FX Order or instruction if:

6.9 The Client does not have any right under the Financial Services (Distant Marketing) Regulations 2004 to cancel any FX Contract. However, the Client may terminate an FX Contract entered into under these Terms prior to the Maturity Date of such FX Contract by giving notice in writing to Ramsdens in accordance with clause 5, subject to the following:

7.1 Where Ramsdens and the Client enter into an FX Contract, the Client must make sure that Ramsdens have sufficient funds in the currency specified in the Deal Confirmation, on or before the Maturity Date.

7.2 Failure by the Client to ensure Ramsdens receive the correct amount and currency to fulfil a spot contract on the date specified in (a) the Deal Confirmation and (b) as notified to the Client from time to time, shall relieve Ramsdens of any obligations to make a corresponding payment under the relevant FX Contract.

7.3 The Client must use the currency purchased in an FX Contract to enter into an Onward payment. The Client must notify Ramsdens in writing not less than 2 Business Days before Maturity Date of the FX Contract, of the details of the beneficiaries of the Onward Payment.

8.1 After Ramsdens and the Client have entered into an FX Contract and subject to clause 8.2, Ramsdens shall use the monies paid to it for payment of monies owing to Ramsdens under the FX Contract including, without limitation, any Security Payment or Margin Call.

8.2 The Client accepts that, prior to undertaking an FX Contract, Ramsdens will deduct from the corresponding funds set out in clause 8.1 those costs and charged which Ramsdens are entitled to pursuant to these Terms including any advance or instalment payments, transfer charges, deal profit and interest.

8.3 The Client is solely responsible for ensuring that, following the deductions referred to in clause 8.2 and the application of the exchange rate agreed in the Deal Confirmation, the amount of any Onward Payment will be sufficient to fulfil any obligations that Client has to the relevant Payee.

Any fees that Ramsdens charge in relation to Foreign Exchange Services are as set out in the Deal Confirmation. By accepting these Terms, the Client understands that because Ramsdens deals as principal, the exchange rate it offers the Client will not be the same as the rate Ramsdens obtains itself.

10.1 This clause applies in respect of any Forward FX Contract.

10.2 Subject to any facility, Ramsdens will require an agreed Security Payment from the Client for each Forward FX Contract. Ramsdens are entitled to request immediate additional Security Payments from the Client in the event of exchange rate fluctuations at any time prior to the Maturity Date. The Client agrees that it is the Client’s responsibility to ensure that they are contactable and have provided sufficient contact details so that Ramsdens can contact the Client in the event of a Margin Call. If Ramsdens are unable to contact the Client by the end of the Business Day in which a Margin Call occurs Ramsdens are entitled to terminate the Forward FX Contract in accordance with clause 11.

10.3 With Ramsdens’ agreement, the Client may draw down against an open Forward FX Contract at any time up until its Maturity Date.

11.1 Ramsdens may refuse to perform or may close out all or any part of any FX Contract without incurring any liability to the Client for losses that may be sustained as a result and without giving notice to the Client or receiving any instructions from them, upon or at any time after the following events occurring:

11.2 If the Client becomes aware of the occurrence or likely occurrence of any event referred to in clauses 11.1.1 to 11.1.8 above, they shall notify Ramsdens immediately.

11.3 If any event referred to in clause 11.1 above takes place, Ramsdens shall at its discretion be entitled to cancel any FX Contract then outstanding and charge the Client with all of the costs, expenses and losses (and interest referred to in clause 19 on any such sums) that Ramsdens may incur (including any action it may take to cover or reduce its exposure) as a result of Ramsdens cancelling FX Contracts with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements which are applicable to the FX Contracts). Any excess account held by Ramsdens in respect of the FX Contracts shall be returned to the Client after deducting all other sums due to Ramsdens.

11.4 If for any reason an FX Contract is closed out or does not proceed to completion, Ramsdens will send to the Client any sum due to the Client or a notice setting out the sum due from the Client (as appropriate). The Client will be liable for the losses and expenses of Ramsdens which arise on account of such close out or cancellation and Ramsdens shall have the right to use any Client money held by it to offset such amounts as are owed by the Client to Ramsdens. For such purpose Ramsdens shall be entitled to convert any currency held by it and such conversion shall be at the rate of exchange available to it.

11.5 If the Client’s method of payment is dishonoured, returned or stopped for whatever reason, Ramsdens shall levy and administrative charge. This administrative charge will become payable by the Client in addition to any other sums due under these Terms and recoverable as a debt due.

12.1 In addition to any liability under clause 12 below which may apply to the services, Ramsdens shall not be liable to the Client:

12.2 Without prejudice to clause 12.1 above, Ramsdens shall not be responsible in any way for any delay in payment by it under these Terms relating to the services which is caused by the Client or any other third party, including but not limited to bank delay, postal delay, payment network delay, the failure or electronic transmission, or delay caused by accident, emergency or act of God. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that all payments which the Client is required to make under any FX Contract are made promptly and within the time limits specified by the particular FX Contract and these Terms.

12.3 The maximum liability of Ramsdens under a particular FX Contract, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the value (expressed in sterling) of the currency sold by Ramsdens under the FX Contract as at the due date of settlement of that FX Contract.

12.4 The maximum aggregate liability of Ramsdens to a Client in respect of the services provided under these Terms, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the aggregate value of currency sold by Ramsdens to the Client under FX Contracts issued in accordance with these Terms expressed in sterling as at the due date of settlement of each FX Contract less any amounts previously settled.

12.5 The Client shall on demand compensate Ramsdens from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Ramsdens in the proper performance of the services or the enforcement against all amounts which Ramsdens may certify to be necessary to compensate them for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Ramsdens (including loss of profit and losses and expenses from any action Ramsdens takes to seek to cover or reduce its exposure under any FX Contract) as a result of:

12.6 Any certificate given by Ramsdens under clause 12.5 shall, unless it is manifestly in accurate, be conclusive evidence of any amounts payable under that provision. The provision in this clause 12 shall survive termination of any FX Contract or other agreement under these Terms relating to the services.

13.1 The Client or their Authorised Person may from time to time provide a Payment Instruction to Ramsdens in accordance with clause 5. Such Payment Instruction must confirm the details of the proposed Payee of their full name, account details for payment and any unique identifier confirmed to the Client by the Payee.

13.2 The Payment Instruction shall be deemed to be received at the time at which it is received except where the Payment Instruction would otherwise be deemed to be received on a day which is not a Business Day or is received after the Cut Off Time, Ramsdens has the right to treat the Client’s Payment Instruction as having been received on the next Business Day.

13.3 Following receipt of a Payment Instruction, Ramsdens reserve the right to:

13.4 The Client does not have any right under the Financial Services (Distance Marketing) Regulations 2004 to cancel any Payment Instruction once given.

13.5 The Client may not revoke a Payment Instruction after it has been received by Ramsdens except:

13.6 Ramsdens may charge the Client for any revocation by the Client of a Payment Instruction. In particular, but not by way of limitation:

13.7 Ramsdens may use funds from the completion of an FX Contract to fund an Onward Payment.

13.8 Ramsdens shall:

13.9 Where the Onward Payment is denominated in:

14.1 The Client must take all reasonable precautions to prevent fraudulent use of internal money transfer services of Ramsdens. In particular, it is essential that the Client:

14.2 Ramsdens may stop or suspend any Onward Payment (in whole or part) and/or the Client’s use of Ramsdens’ international money transfer services if it has reasonable grounds for doing so relating to:

14.3 If the Client believes that a Payment Instruction has been given, or an Onward Payment was made in error and/or was unauthorised by them, the Client must notify Ramsdens as soon as possible as advised in clause 5. Failure to notify Ramsdens immediately on becoming aware of within the timescale set out in clause 15.1 could result in the Client losing their entitlement to have the matter corrected.

15.1 Subject to this clause 15, where it is established that an Onward Payment was not authorised by the Client or that an Onward Payment was not correctly executed by Ramsdens and the Client notified Ramsdens in a timely manner:

15.2 Ramsdens will refund the Client the full amount debited erroneously or without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which Ramsdens became aware of the unauthorised or incorrectly executed Onward Payment, unless Ramsdens has reasonable grounds to suspect fraud and notifies the appropriate authorities.

15.3 The Client will be liable for:

15.4 Ramsdens shall not be liable for non-execution or defective execution in relation to an Onward Payment which it has made in accordance with a unique identifier given to it by the Client which proves to be incorrect.

15.5 Ramsdens is liable to the Client for the correct execution of a Payment Instruction unless:

15.6 Where Ramsdens has failed to correctly execute a Payment Instruction, Ramsdens must without undue delay refund to the Client the amount of:

15.7 Ramsdens shall not be liable to the Client for any:

15.8 Under Regulation 92 of the PS Regulations, the Client may be entitled to a refund in certain circumstances where an Onward Payment is initiated by the Payee. It is not anticipated that any Onward Payment will be initiated by a Payee under any Payment Instruction provided by Ramsdens and the Client represents and undertaken to that effect in clause 22.1.

The provisions in this clause 15 shall survive termination of these Terms or any agreement under these Terms.

16.1 Ramsdens will send the full amount of the Onward Payment to the Payee in accordance with the Payment Instructions. However, Ramsdens cannot guarantee the Payee’s payment service provider or an intermediary payment service provider will not deduct a charge for receiving any Onward Payment. It is the responsibility of the Client to confirm within the Payee’s payment service provider the details of any changes.

16.2 Ramsdens will make available to the Client the information which the Client is entitled to receive under the PS Regulations. That information shall be provided to the Client by email or made available via Ramsdens’ website or (where made available to the Client) via the Online System. In addition, the Client may at any time request from Ramsdens a copy of:

17.1 The Client may terminate these Terms in relation to Payment Instruction at any time by giving notice to Ramsdens in accordance with clause 5. Any such termination shall be subject to clause 20.4.

18.1 In the unlikely event that Ramsdens becomes insolvent, the money which is Safeguarded will be protected from the claims of Ramsdens’ creditors and the money should be returned to the Client less the insolvency practitioner’s costs of distributing the Safeguarded monies.

18.2 Ramsdens safeguards money on the Client’s behalf upon an Onward Payment being executed, until the time that Ramsdens believes, acting reasonably, that the Payee has received the amount of money sent via the Onward Payment.

19.1 If the Client fails to make any payment required under these Terms (including under any FX Contract or Payment Instruction) when it falls due, interest will be charged on the outstanding sum at a rate of 3% per annum over the base rate of the Bank of England (or of such monetary authority as may replace it). Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.

19.2 Ramsdens may receive and retain or apply for its own benefit any interest which arises in respect of any money it Safeguards.

20.1 Ramsdens may amend these Terms insofar as they relate to Foreign Exchange Services by notice in writing or in accordance with clause 5.4 to the Client at any time and such amendments shall take effect from the date specified by Ramsdens will not affect any rights or obligations that have already arisen and will not be retrospective.

20.2 Subject to clause 20.3, Ramsdens may amend these Terms insofar as they relate to Payment Instruction by giving at least two months’ written notice to the Client. If the Client objects to the proposed amendments, they have the right subject to clause 20.4, to terminate these Terms with regard to Payment Instruction without charge before the date proposed by Ramsdens for the entry into force of the changes. The Client will be deemed to accept the proposed amendments unless they notify Ramsdens and terminate these Terms insofar as they relate to Payment Instruction before the date proposed by Ramsdens for entry into force of the changes. If no objection is received from the Client, the Client is deemed to have accepted such amendments which will take effect from the date specified by Ramsdens but may not affect any rights or obligations that have already arisen and will not be retrospective.

20.3 Ramsdens do not need to provide any notice to the Client of:

20.4 For the avoidance of doubt, the terminate of these Terms by the Client pursuant to clause 17.1 or 20.5 shall not affect any FX Contract nor any rights or obligations that have already arisen at the date of the termination. Following such termination, any onward transfer of converted currency to a Payee shall be subject to such terms as Ramsdens and the Client shall agree.

21.1 If a Client is dissatisfied with any aspect of the services provided by Ramsdens, the Client may inform Ramsdens. All complaints should in the first instance be made in writing to Ramsdens in accordance with clause 5 marked for the attention of the Customer Feedback Department. Ramsdens will endeavour to review such complaint thoroughly and promptly.

21.2 If a complaint relates to Ramsdens’ international money transfer services and the Client is not satisfied with Ramsdens’ resolution of the complaint, the Client may be entitled to refer the matter to the Financial Ombudsman Service (FOS). The FOS provides an out of court redress mechanism. Please see www.financialombudsman.org.uk/consumer/complaints for information about how to contact FOS and how to bring a complaint.

21.3 In relation to a Disputed FX Contract, Ramsdens may close out or take any other action it reasonably considers appropriate in relation to the Disputed FX Contract (which may include suspension of performance of the Disputed FX Contract) pending settlement of the dispute without previously notifying and/or without having received instruction from the Client. Ramsdens will try to notify the Client (orally or in writing) what action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.

22.1 The Client represents to Ramsdens that, at the date of acceptance by the Client of those Terms, at the time each FX Order, each Payment Instruction at the time each FX Contract is entered into and carried out and at the time each Onward Payment is made:

22.2 The Client will promptly provide to Ramsdens:

22.3 For the avoidance of doubt, the Client will notify Ramsdens immediately if they become aware of the occurrence, or likely occurrence, of any of the events specified at clause XX above.

22.4 The Client undertakes to Ramsdens that it shall promptly perform in a timely manner its obligations under these Terms, each FX Contract each Payment Instruction.

23.1 Ramsdens may record telephone conversations with the Client, including oral instructions. The parties agree to:

23.2 If Ramsdens makes any recordings or transcripts, it may also destroy them in accordance with its normal procedures.

24.1 Where applicable, the Client may be required to complete a user set up form providing details of any Authorised Person whom may use any Online System which Ramsdens may make available to the Client. The Client will be required to confirm its agreement to any system restrictions and limits prior to the Client being granted access to the Online System.

24.2 The Client agrees to maintain any minimum operating and browser specifications as advised by Ramsdens from time to time.

24.3 The Client agrees to be solely responsible for the protection of all passwords and the Client should notify Ramsdens immediately of any actual or suspended compromise of any password.

24.4 If there are any interruptions in the Online System which result in the Client being unable to use the Online System, the Client should telephone FX Orders and Payment Instruction to Ramsdens.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

26.1 Subject to clause 27.2, but not withstanding any other provision of these Terms:

26.2 The provisions of clause 27.1 above shall not apply if (or at any time when) the Client is a consumer, micro enterprise (as defined in the Commission Recommendation 2003/361/EC, as amended from time to time) or charity.

27.1 Information on how Ramsdens processes its personal data and the individual’s rights and obligations are set out in Ramsdens’ privacy policy, which can be found on the following weblink: www.ramsdensforcash.co.uk/footer-links-about-this-site/privacy-cookie-policy/

27.2 If the Client is not an individual or is an individual but acting as a business with staff, the Client and Ramsdens agree:

27.3 The personal data which Ramsdens collects is set out in Ramsdens’ privacy policy and relates to the Client’s employees, directors, partners, ultimate beneficial owners, representatives, consultants and Payees. Ramsdens will disclose to the Client the name, email address and telephone numbers of some of its employees.

28.1 These Terms and the Account Opening set out the entire agreement and understanding of the parties on their subject matter and supersede all previous oral and written communications on the same subject matter. In the event of any inconsistency, discrepancy or ambiguity between these Terms and the Account Opening Form, the provisions of the Terms (subject to clause 24), then these Terms shall prevail.

28.2 If at any time any provision of these Terms or any associated contract is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction nor the legality validity or enforceability of any other provision of these Terms or any associated contract shall in any way be affected as a result.

28.3 Entire agreement.

28.4 Joint & Several liability. Where the Client comprises of two or more people named in the Account Opening Form, each person named therein will be jointly and severally liable to Ramsdens in respect of all obligations contained in these Terms.

28.5 No set-off. The Client must make all payments under these Terms in full without any deduction, set-off, counterclaim or withhold of any kind.

28.6 Waiver. If a party fails to exercise or delays in exercising any right under these Terms, by doing so it does not waive such right. The rights provided in these Terms do not exclude other rights provided by law.

28.7 Identity Checks. The Client acknowledges and agrees Ramsdens is permitted to carry out an electronic database search and search credit reference agencies in order to verify the Client’s or any shareholder or officer of the Client’s identity and credit standing. If such searches are carried out, Ramsdens may keep records of the contents and results of such searches in accordance with all current and applicable laws.

28.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

28.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

28.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.