Terms And Conditions

Annex 1. Payment Services and Midpoint Account.

  • 1.1. Rights and obligation. These Terms of Use set out important rights and obligations including our liability to you under the Regulations when you open a Midpoint Account and ask us to provide Payment Services.

    1.2. Scope of the Regulations. The Regulations apply to all Payment Services including any balances in the UK and the EEA that any of our Payment Platforms hold on your behalf and all payments that you or an Authorised user instruct us to make on your behalf.

    1.3. Account Status.

    • 1.3.1 Your Midpoint Account is a treasury system which enables you to receive/send funds into/out of your Midpoint Account facilitated by one of our Payment Platforms. The funds that you send to us are client-safeguarded in accordance with the Regulations and other applicable law. Where you close your Midpoint Account as described below, we shall refund the client-safeguarded funds available in your Midpoint Account back to you.
    • 1.3.2 You may send funds into your Midpoint Account and make payments from your Midpoint Account as facilitated by our Payment Platforms' Client-safeguarding. For these purposes, making payments from your Midpoint Account includes making payments to third-party beneficiaries as instructing a transfer of funds from client-safeguarded funds available in your Midpoint Account to another account in your name with a third-party.
    • 1.3.3 You acknowledge that your Midpoint Account is not a bank account and accordingly applicable deposit guarantee schemes available to the UK/EEA members states do not apply to your Midpoint Account. We strictly adhere to the legal requirements under the Regulations which are designed to ensure the safety of, and liquidity of funds deposited in client-safeguarding accounts that are available through your Midpoint Account. For further information on how we safeguard client funds, kindly refer to paragraph 11 of this Annex or contact Client Support.

    • 1.3.4 We shall treat the client-safeguarded funds available to you through your Midpoint Account as belonging to you, and

      • (a) no person other than the Primary User of the Midpoint Account has any rights in relations to the clientsafeguarded funds that are available through your Midpoint Account as belonging to you; and
      • (b) you may not assign or transfer your Midpoint to a third-party or otherwise grant any third-party a legal or equitable interest over your Midpoint Account unless a court or competent regulatory body requires you to do so, in which case we shall use all commercially reasonable endeavours to assist you in executing such an assignment, transfer or grant.
    • 1.3.5 Your Midpoint Account may be subject to funding, payment, or conversion limits due to security and legal requirements as determined by us from time to time at our reasonable discretion. We may ask you to answer security questions as to complete other processes that we may reasonably require in relation to any funding or payment transactions. If we are lawfully able to, then we shall notify you in writing as soon as reasonably practicable following any determination that we shall impose funding as payment limits.
    • 1.3.6 We reserve the right in our reasonable discretion to carry out all and any necessary money laundering, terrorism financing, fraud, or other illegal activity checks before processing any payment transaction.
    • 1.3.7 Certain transactions may be subject to fees notwithstanding the requirements on registering that we set out elsewhere in this Agreement.

1.4. Opening a Midpoint Account. To use our Payment Services, you must first open a Midpoint Account with us. By opening a Midpoint Account, you also confirm that you (a) have regular access to the internet and email and (b) are able to store information sent to you by email and other electronic means including by our Site and Platform in a Durable Medium by printing out or otherwise returning for future reference all electronic communications we send and information we make available to you (via our Site, Platform, by email, LiveChat or telephone). It is your responsibility to ensure that you are able to access any such communications and information at all times.

1.5. Additional Users.

  • 1.5.1 If you authorise any Additional Users on your Midpoint Account, you confirm and agree that:

    • (a) You are jointly and severally liable for any funds owed to us,
    • (b) All communications in relation to your Midpoint account may be sent to all Authorised Users,
    • (c) Any Authorised User may instruct us regarding your Midpoint Account,
    • (d) We are not obligated to ask all Authorised Users to consent to instructions given by an Authorised User; however, we may require all Authorised Users to give their consent to any instruction if we deem that this is necessary,
    • (e) Closing your Midpoint Account requires the consent of all Authorised Users
    • (f) Where the Midpoint Account is under the name of a natural person, you will not use your Midpoint Account for business purposes,
    • (g) In the event that an Authorised User dies, the Midpoint Account shall not be considered part of the deceased Authorised User's estate, and the remaining Authorised User(s) may continue to operate the Midpoint Account,
  • 1.5.2 We reserve the right to close a Midpoint Account with more than one Authorised Users in our sole discretion in the event that one of the Authorised Users is removed from or leaves the Midpoint Account for any reason,

1.6. Maintaining a Midpoint Account.

  • 1.6.1 You must ensure that the information recorded on your Midpoint Account is always complete, accurate, and up to date. You will not hold us liable for any loss arising out of your failure to do so. We may ask you at any time to confirm/provide documents or other evidence to ascertain the accuracy of this information.
  • 1.6.2 We may contact you via our Platform, by email, or by telephone with information or notices regarding your Midpoint Account. You are responsible for regularly checking the proper functionality of your email account and other methods of communication that you have registered with your Midpoint Account. You agree to retrieve and read messages relating to your Midpoint Account and Payment Services promptly. You shall not hold us liable for any loss arising from your failure to do so.
  • 1.6.3 Your Midpoint Account displays your funding, payments, and conversions. You should check our clientsafeguarded balances available through your Midpoint Account and your transaction history regularly. You should report any irregularities or clarify any question you have as soon as possible by contacting Client Support.

1.7. Closing Midpoint Account. You may close your Midpoint Account at any time by contacting Client Support and we shall return any surplus client-safeguarded balance available through your Midpoint Account at that time.

1.8. Funding your Midpoint Account and receiving payment.

  • 1.8.1 Funds that you send to our designated client-safeguarding accounts will credit into your Midpoint Account on the Business Day that our Payment Platforms receive them. If our Payment Platforms receive your funds after 1630 UK local time on a Business Day, or on a day that is not a Business Day, then we shall deem to have received your funds on the succeeding Business Day. You shall not hold us responsible for your funds intransit until they credit into your Midpoint Account.
  • 1.8.2 In the event where we must reverse the funds you sent to us; we shall deduct such reversed transaction from the client-safeguarded balance available through your Midpoint Account. If the client-safeguarded balance available through your Midpoint Account is insufficient to cover such a reversal transaction, then we reserve the right to require payment from you.
  • 1.8.3 You should regularly reconcile the incoming payments that your Midpoint Account displays against your own records. You are aware that the availability of client-safeguarded balance on your Midpoint Account does not mean that we cannot reverse these transactions. We reserve the right to reverse a payment where the payer on the payer's bank or payment service provider has reversed (or is reasonably likely to reverse) a payment to your Midpoint Account and you provide us with debit authority to do so.
  • 1.8.4 You must enter a clear and complete reference that we shall clearly designate to you on all payments that you make to us or our Payment Platforms. This is so that we or our Payment Platforms may credit the funds we/they receive into your Midpoint Account. We set out clear reference instructions on our Midpoint Platform once you login. If in any doubt, then you must ascertain the clear and complete reference that you shall enter on your payment by contacting Client Support.
  • 1.8.5 You are responsible for ensuring that you enter accurate, complete, and correct references that we shall clearly designate on each incoming payment so that we/our Payment Platforms may credit the funds into your Midpoint Account. If you enter no reference or an incorrect reference, then we may not be able to credit your Midpoint Account. In such cases, you must provide us with a proof of payment advice from your bank containing information we require to manually search and manually credit your Midpoint Account. Where we cannot credit your Midpoint Account because you entered no reference or an incorrect reference, you shall not hold us responsible for any loss that you incur, although we shall use commercially reasonable efforts to investigate and credit - or return incorrect and inaccurately referenced - payments into/from your Midpoint Account.

1.9. Sending Payment.

  • 1.9.1 We will send payments in accordance with any Authorised User's instruction to third-party beneficiaries or another account held in your name that you specify to us in accordance with your instructions. When making a payment to yourself and not a third-party beneficiary, we will instruct the payment if and only if the bank account whom you are paying is held in your name, i.e., you are the named bank account holder of such a bank account.
  • 1.9.2 You or any Authorised User must instruct all payments via the Midpoint Platform.
  • 1.9.3 You are responsible for ensuring to provide accurate, complete, and correct payment instructions for the beneficiary of a payment, including payments to yourself. You must provide such information to us through the Midpoint Platform. This includes, and is not limited to, providing us with correct details for the beneficiary to whom you wish to send the payment. If you provide incorrect beneficiary details, then you shall not hold us liable for any loss you incur, although we shall use commercially reasonable efforts to assist you in recovering your payment. We reserve the right to charge you a fee to cover our reasonable costs related to this.
  • 1.9.4 You agree to provide us with any additional information that we require regarding a payment within two (2) Business Days of our request.
  • 1.9.5 You consent to us to forward your full legal name, ordinary residential address, and account number(s) (and any other detail that enables us to comply with or procedures to combat illegal activities) on any payment you instruct to the beneficiary's bank or payment service provider to comply with regulations that combat illegal activities. If your payment instruction to us to a new or an existing beneficiary in any method that is not in writing, then we shall send you an email containing the payment details, including the beneficiary details, that you provided us.
  • 1.9.6 You or any Authorised User may revoke or cancel a payment instruction for a future outgoing payment transaction at any time prior to payment execution by contacting Client Support.
  • 1.9.7 You or an Authorised User are responsible for confirming via the Midpoint Platform that we have received or processed your payment. You shall not hold us liable for any loss in circumstances where you or any Authorised User provided us with erroneous, incomplete, or duplicate payment instructions.
  • 1.9.8 If we receive a payment instruction from you through the Midpoint Platform, or other Durable Medium by 1630 UK local time on a Business Day, then we shall deem that we have received your payment instructions on that same Business Day. Else, if we received a payment instruction from you through the Midpoint Platform or other Durable Medium after 1630 UK local time, or on a day that is not a Business Day, then we shall deem that we have received your payment instructions on the succeeding Business Day. We shall execute your payment instructions on the earliest possible payment date unless you have requested a specific future date through the Midpoint Platform or other Durable Medium. Kindly contact Client Support regarding daily payment cut off times.
  • 1.9.9 You must notify us by telephone or in writing as soon as reasonably practicable after you become aware of any unauthorised or erroneously executed payments, otherwise we may not be liable to you. To claim a refund for an unauthorised or erroneously executed payment transaction on your Midpoint Account, you must notify us without undue delay after becoming aware of the unauthorised or erroneous transaction, and in any event no later than thirteen (13) months after the debit date of the transaction.
  • 1.9.10 Cross-border payments often require funds to transfer through multiple intermediaries beyond our Payment Platforms or Banking Partners. These intermediaries or the beneficiary bank may deduct a charge. You acknowledge that these charges are not always explicitly visible in advance, and you agree to be responsible for such charges. You shall not hold us liable for losses that result from charges that the intermediary or the beneficiary banks apply to your payment transactions.
  • 1.9.11 Where the beneficiary must receive the full payment transaction amount, you must instruct us in writing, and we shall make commercially reasonable efforts to do so. We reserve the right to charge you the reasonable costs to us to do this.
  • 1.9.12 Subject to the Regulations, we may refuse your payment instructions because, for example, you are in material breach of these Terms of Use, or we reasonably believe that the payment may be unlawful. In these circumstances, we shall promptly notify you using your contact details available on your Midpoint Account, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal, unless a competent regulatory authority prohibits us from doing so. We reserve the right to charge you a fee to cover our reasonable costs for informing you where applicable. You agree that We are not obliged to notify you of our refusal to execute the proposed transaction where we reasonably believe that such a notification would be unlawful.

1.10. Prohibited Payments.

  • 1.10.1 We reserve the right, in our reasonable discretion, to impose "acceptable use" terms in relation to the operation of your Midpoint Account, and the provision of any Payment Service, including the prohibition of certain categories of payment transactions, for example payments in relations to gaming, bitcoins, and virtual currency sectors. Kindly refer to Annex X for an exhaustive list of Non-Permitted Activities.
  • 1.10.2 You must not use your Midpoint Account for any illegal purposes, including without limitation fraud and money laundering. We shall report any suspicious activity to the relevant law enforcement agency.
  • 1.10.3 If you conduct or attempt to conduct any transaction in violation to the Non-Permitted Activities as set out under Annex X, then we reserve the right to perform any combination of the acts below:
    • (a) Reverse the payment transaction,
    • (b) Close or restrict your Midpoint Account,
    • (c) Report the payment transaction to the relevant law enforcement agency,
    • (d) Claim damages from you.

1.11. Safeguarding.

  • 1.11.1 Client-safeguarded funds available through your Midpoint Account held by any of our Payment Platforms are subject to the safeguarding requirements as set out in The Payment Services Regulations 2017. We refer to these funds as "Relevant Funds".
  • 1.11.2 For the purposes of this section, "Relevant Funds" means any sums received from you or for your benefit into any of our designated client-safeguarding accounts. Our Payment Platforms hold such client-safeguarding accounts, and they are independent of Midpoint. The purpose for holding funds in this manner, is to ensure that, in the event of our insolvency, or if one makes a financial claim against us, then no creditor or claimant should be able to claim funds held by our Payment Platforms. This is because no other person or institution may have any rights or interest over the funds held by our Payment Platforms such as a lien over funds in these client-safeguarding accounts. No deposit guarantee schemes across our operational jurisdictions covers the Relevant Funds.
  • 1.11.3 When you transfer funds to us or any of our Payment Platforms to pay for a Forward Contract (or a Margin or a Margin Call for a Forward Contract) in tranche or in full, you agree to transfer full ownership and title of these funds to us, and you and we shall consider such funds as our funds, subject to our obligation to apply such funds against your payment obligations upon the settlement or closing out of the Forward Contract. Such funds shall not be Relevant Funds, but notwithstanding shall remain under a client-safeguarding account that one of our Payment Platforms hold.
  • 1.11.4 Pursuant to the Regulations, we shall not pay interest on funds under any client-safeguarding account that any of our Payment Platform holds.

Annex 2. Foreign Exchange Service

2.1. Individual Contracts. Each Foreign Exchange (FX) Contract shall be an individual contract, and we may at any time and at our sole discretion refuse to offer terms for any Contract.

2.2. Execution only.

  • 2.2.1 We shall not provide you with any advice regarding our Payment Services (such as whether to proceed or not to proceed with a Contract and the timing of a Contract). We may provide market information and you agree that the provision of such information shall not constitute investment advice. You agree to be solely responsible for your decision to enter into a Contract. Any decision to transact is your decision, and you shall not hold us liable for any loss or opportunity loss if the exchange rates move before or after your transaction.
  • 2.2.2 You agree that you will use Contracts in your lawful future payment transaction needs and not for any speculative or investment purpose. All our Contracts are "deliverable" Contracts and must either close out or value in full. None of our Contracts are "margin-trading" Contracts and we prohibit "netting-off" of two or more Contracts against each other and shall not execute such requests from you.

2.3. Forward Contracts. Any FX Contract that values in three (3) or more Business Days is a Forward Contract. You agree to enter into Forward Contracts only for the purpose of facilitating payment for identifiable goods, services, or direct investment. You agree that we reserve the right to decline an instruction regarding a Froward Contract if we reasonably believe that you intend to enter into that Forward Contract for purposes other than those listed above.

2.4. Instructions and Orders.

  • 2.4.1 Upon request, we may provide you or an Authorised User with an exchange rate quote. We provide such quotes on an indicative basis only and you agree that we are not legally bound to perform a proposed Contract in accordance with this quote.
  • 2.4.2 You or an Authorised User may give us electronic or verbal instructions relating to a transaction for the purchase, sale, and the delivery of currency. We will at our sole discretion offer the commercial terms of a proposed Contract. These terms will include, amongst other things, the exchange rate that we can offer which may be different from a quote you have previously obtained from us.
  • 2.4.3 Once you or an Authorised User accepts the commercial terms of the Contract, by electronic, verbal or by any other means, you agree to be legally bound to perform the Contract in accordance with the terms of the Order, and you and we shall deem such a Contract executed. Following receipt of an Order, we shall subsequently transmit electronically to you via a Durable Medium, usually via email, your Order Confirmation, which confirms the details of your Order.
  • 2.4.4 Once we have executed an Order, you or an Authorised User may not amend or cancel the Order unless we expressly agree to do so. You agree that we have the sole right to specify the conditions that any such amendment or cancellation shall take. If you or an Authorised User elects to cancel or amend an Order, then you must pay a fee of, whichever greater, of
    • (a) one hundred British pounds sterling (GBP 100.00); or
    • (b) the market loss that we incur for amending or cancelling your Order at the prevailing live market rate.
  • 2.4.5 We may require further confirmation or information from you or an Authorised User of any Order

2.5. Settling Contract

  • 2.5.1 You must pay all funds including our fees that we specify regarding an Order, including any applicable transfer charges by electronic transmission that your bank may charge, in full and in cleared funds into a designated client-safeguarding account that we specify. You must ensure that we receive your payment on or before the Settlement Date and Settlement Time or such earlier date as we may specify and for the full value of the currency including our fees that you sold under the Contract. For details on our daily cut-off times, kindly contact our Client Support.
  • 2.5.2 If your funds do not arrive on or before the Settlement Date and Settlement Time, then we may at our sole discretion roll the Order to the next or a reasonable future Settlement Date and Settlement Time. Where reasonably practicable, we may give notice to you before rolling the Order to the next or a reasonable future Settlement Date and Settlement Time. Where we have rolled an Order, we shall deliver the bought currency per your payment instructions on the new payment Value Date in accordance with the new Settlement Date and Settlement Time. You agree that we may apply a charge that you shall pay in full, whichever greater, of
    • (a) ten British pounds sterling (GBP 10.00); or
    • (b) the market loss that we incur for rolling your Order at the prevailing live market rate
  • 2.5.3 If your funds do not arrive on or before the Settlement Date and Settlement Time, and we do not reasonably expect you to settle your Order in part or in full, then we may at our sole discretion close out the Order. Where reasonably practicable, we may give notice to you before closing out your Order. You agree that we may apply a charge that you shall pay in full equal to the charge where you or an Authorised User have elected to cancel the Order yourself.

2.6. Disputes. If a dispute arises between you and us relating to the existence or terms of any Order (a "Disputed Order"), then we may at our sole discretion close out the Disputed Order pending settlement of the dispute. We shall notify you in writing of such an action as soon as reasonably practicable. You agree that in the event where we have closed out the Disputed Order pending settlement of the dispute, but we have yet to notify you in writing, such an instance does not affect the validity of any of our actions.

2.7. Default and refusal to perform.

  • 2.7.1 Notwithstanding Sections 2, 5, and 6, we may at our sole discretion refuse to perform or close out an Order, including but not limited to upon or at any time after any of the following events:
    • (a) you fail to settle a Contract by the agreed Settlement Date and Settlement Time;
    • (b) if we reasonably believe that you are using any Contract or Payment Service for a speculative purpose;
    • (c) either you or we cancel an Order;
    • (d) you fail to pay Margin or additional Margin by the due date as we reasonably request;
    • (e) you fail to pay the deposit or additional deposit by the due date as we reasonably request;
    • (f) an Insolvency Event occurs, you take steps towards an Insolvency Event, or you suspend payment of your debts;
    • (g) you fail in any respect to fully and promptly comply with any obligations or information we reasonably request of you, or if any information you supplied or any representations you made are materially inaccurate or become materially inaccurate;
    • (h) it becomes or we reasonably believe that it may become unlawful for us to maintain or to provide any of the Midpoint Platform or Payment Services to you, or if the Financial Conduct Authority or any other government or regulatory authority requests us to not perform or to close out an Order/payment transaction (or any part of an Order/payment transaction), regardless of whether or not such a request is legally binding;
    • (i) we consider it necessary to do so for our own protection including, without limitation, in the following circumstances,
      • (i) protection from fraud;
      • (ii) protection from your default; and
      • (iii) protection from broad-based market failure
  • 2.7.2 Where reasonably practicable, we may provide you with notice prior to making the decision to refuse to perform or close out an Order, save in the circumstances described under subparagraphs (h) or (i) above where we may not have the reasonable opportunity to give you prior notice.
  • 2.7.3 If you become aware of the occurrence of any such event or any circumstances that imply that any such event may occur, then you must notify us immediately.
  • 2.7.4 If any event listed above takes place, then we shall at our sole discretion reserve the right to cancel any outstanding Orders and charge you all the costs, expenses, and losses that we may incur, including any action that we may take to cover or reduce our exposure. We shall return any Margin that we hold regarding any such Contracts after deducting all other sums due to us, including any costs, expenses, and losses resulting from the closing out of your Order. You agree to be solely responsible in all respects for any delay in payment under this Annex 2 that you caused or any other third party caused.

2.8. Close out.

  • 2.8.1 We reserve the right at our sole discretion to close out an Order at any time including, without limitation, where you or an Authorised User elect to cancel an Order and in the circumstances listed under paragraph 7 of this Annex.
  • 2.8.2 You agree that we shall hold you liable on our demand for all costs, expenses, and losses that we may incur as a result of any close out of an Order in addition to those specified under subparagraph 2.4.4. You further agree that you shall not hold us liable for any losses that you may incur as a result of a close out of your Order nor shall you hold us liable for, to account to you any gains.
  • 2.8.3 We reserve the right to select which orders are subject to close out irrespective of any third/fourth party has made a payment of Margin to your named virtual account(s). Notwithstanding, we shall make commercially reasonable efforts to contact you before close out of any Order.

2.9. Margin.

  • 2.9.1 We shall require Margin on demand at our sole discretion as collateral on any Order to protect us from financial losses which may incur as a result of amendment to or close out of an Order (either on your request or at our discretion) or adverse market movements.
  • 2.9.2 We reserve the right to increase our required Margin at any time up to the Settlement Date and the Settlement Time to allow for changes in the FX rate or volatility which we may reasonably believe to increase our risk executing or anticipating to execute your Order. We may make a Margin Call to increase the Margin regarding any Order at any point up to the Settlement Time and Settlement Date. The Margin Call shall be for a sum which we at our sole discretion deem necessary.
  • 2.9.3 You agree to transfer to us, absolutely, full ownership and title to all Margin we may require of you. You further agree that you, any Authorised User, or any other party acting on your behalf shall have no interest in such funds as Margin which you entitle us to deal with in our own right. For avoidance of doubt, this means that we have the right to pledge or grant a security interest over it, or transfer or deposit it to or with an exchange or clearing house, a broker, a bank, or any other financial institution or payment service provider.
  • 2.9.4 At our sole discretion, we may apply all and any part of Margin to all and any part of your Orders.
  • 2.9.5 You agree that you, any Authorised User, or any other party acting on your behalf shall only be entitled to the return of any Margin in full or in part if and only if you obtain our written consent prior.
  • 2.9.6 You may request our Margin Policy by contacting Client Support.

2.10. Payment of Margin.

  • 2.10.1 You agree to pay any Margin we reasonably request regarding any Order to us in cleared funds whether from client-safeguarding balances available through your Midpoint Account or otherwise an electronic payment you send to us. In all cases, you must pay Margin, additional Margin, or Margin Call into our designated client-safeguarding account of an amount that we specify.
  • 2.10.2 You agree to pay all requests for Margin, additional Margin, and Margin Call within one Business Day of our request.
  • 2.10.3 If you do not meet our Margin requirements in full, then we cannot commence or continue providing our Payment Services to you, and we will not execute your Order or continue to perform your Order to completion. If any payment of Margin, additional Margin, or Margin Call does not complete by the due date that we specify, then we reserve the right to close out any Order. You further agree to pay all costs, expenses, and losses arising from such circumstances in addition to those charges defined under subparagraph 2.4.4.

2.11. Prefunding. At our sole discretion, we may require you to pay us an initial deposit in full or in part regarding any Order; we call such a deposit Prefunding. We reserve the right to increase the Prefunding amount we require at any stage up to the Settlement Date and Settlement Time. We may do so to allow for changes in the FX rate. The Prefunding or additional Prefunding shall be for a sum which we at our sole discretion deem necessary. You further agree to transfer to us, absolutely, full ownership and title to all Prefunding we may require of you. Moreover, you agree that you, any Authorised User, or any other party acting on your behalf shall have no interest in such funds as Prefunding which you entitle us to deal with in our own right. For avoidance of doubt, this means that we have the right to pledge or grant a security interest over it, or transfer or deposit it to or with an exchange or clearing house, a broker, a bank, or any other financial institution or payment service provider.

2.12. Date change. At our sole discretion, you may elect to alter the Settlement and Value Date of an Order. You agree to consider such date change in effect if and only if you obtained written confirmation from us. You agree to pay any costs, expenses, or losses we incur as a result of such a date change.

2.13. Your related parties. We deal with you as Principal only and assume no obligations to any other related party.

Annex 3. EUR Local Collection Point.

3.1. Our obligations to you.

  • 3.1.1 We have commercial relations with THE CURRENCY CLOUD LIMITED ("Payment Platform") who shall process your payments to our EUR Local Collection Point on our behalf. We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our EUR Local Collection Point.
  • 3.1.2 We shall provide you with a receipt, confirming receipt of payment when our EUR Local Collection Point receives such a payment.

3.2. Sending a local EUR payment to our EUR Local Collection Point.

  • 3.2.1 We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our EUR Local Collection Point and we may update our express instructions or our EUR Local Collection Point details from time to time.
  • 3.2.2 You shall fund the payment by transferring funds from your originating European Economic Area ("EEA") bank account to our EUR Local Collection Point using a SEPA Credit Transfer or any other method that we may provide to you in writing. You must be the party who initiates the SEPA Credit Transfer, and we cannot do so on your behalf. Your online banking functions generally makes a SEPA Credit Transfer payment available to you to instruct. We shall refuse to process any funding of any transaction to our EUR Local Collection Point that you initiate via any other method. You understand and agree to hold us harmless from any loss arising from your initiating a payment to our EUR Local Collection Point using a method other than the methods defined under this paragraph that is local to the EEA.
  • 3.2.3 Your originating bank account from which you shall make payments to our EUR Local Collection Point must meet all the following criteria:
    • (a) You shall hold the originating bank account solely or jointly in your legal name (and, where your Midpoint Account is a Business Account, your organisation shall hold the originating business bank account in the organisation's registered name);
    • (b) The EUR fiat currency shall be the currency denomination of your originating bank account (either solely or as part of a multicurrency bank account);
    • (c) The originating bank account shall be one that a bank (which has an EEA member state's regulatory authorisation to issue bank accounts in the EEA) issued in the EEA; and
    • (d) Your EEA originating bank account (as described immediately above under the preceding subparagraph) shall hold the EUR fiat currency funds (which you intend to transfer to our EUR Local Collection Point) onshore in the EEA.
  • 3.2.4 Our Payment Platform receives the funds that you send to our EUR Local Collection Point on our behalf. We deem funds that our EUR Local Collection Point received from you to be funds that we received from you.
  • 3.2.5 We reserve the right, at our sole discretion, to refuse any funding of any transaction. We may return your funds that have cleared to our EUR Local Collection Point to your originating EEA bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from any such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.

Annex 4. GBP Local Collection Point.

4.1. Our obligations to you.

  • 4.1.1 We have commercial relations with THE CURRENCY CLOUD LIMITED ("Payment Platform") who shall process your payments to our GBP Local Collection Point on our behalf. We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our GBP Local Collection Point.
  • 4.1.2 We shall provide you with a receipt confirming receipt of payment when our GBP Local Collection Point receives such a payment.

4.2. Sending a local GBP payment to our GBP Local Collection Point.

  • 4.2.1 We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our GBP Local Collection Point and we may update our express instructions or our GBP Local Collection Point details from time to time.
  • 4.2.2 You shall fund the payment by transferring funds from your originating UK bank account to our GBP Local Collection Point using a Faster Payments transfer or any other method that we may provide to you in writing. You must be the party who initiates the Faster Payments transfer, and we cannot do so on your behalf. Your online banking functions generally makes a Faster Payments transfer available to you to instruct. We shall refuse to process any funding of any transaction to our GBP Local Collection Point that you initiate via any other method. You understand and agree to hold us harmless from any loss arising from your initiating a payment to our GBP Local Collection Point using a method other than the methods defined under this paragraph that is local to the UK.
  • 4.2.3 Your originating bank account from which you shall make payments to our GBP Local Collection Point must meet all the following criteria:
    • (a) You shall hold the originating bank account solely or jointly in your legal name (and, where your Midpoint Account is a Business Account, your organisation shall hold the originating business bank account in the organisation's registered name);
    • (b) The GBP fiat currency shall be the currency denomination of your originating bank account (either solely or as part of a multicurrency bank account);
    • (c) The originating bank account shall be one that a bank (which has regulatory authorisation from the UK Financial Conduct Authority and the UK Prudential Regulation Authority to issue bank accounts in the UK) issued in the UK; and
    • (d) Your UK originating bank account (as described immediately above under the preceding subparagraph) shall hold the GBP fiat currency funds (which you intend to transfer to our GBP Local Collection Point) onshore in the UK.
  • 4.2.4 Our Payment Platform receives the funds that you send to our GBP Local Collection Point on our behalf. We deem funds that our GBP Local Collection Point received from you to be funds that we received from you.
  • 4.2.5 We reserve the right, at our sole discretion, to refuse any fund of any transaction. We may return your funds that have cleared to our GBP Local Collection Point to your originating UK bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from any such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.

Annex 5. CAD Local Collection Point.

5.1. Our obligations to you.

  • 5.1.1 We have commercial relations with THE CURRENCY CLOUD LIMITED ("Payment Platform") who shall process your payments to our CAD Local Collection Point on our behalf. We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our CAD Local Collection Point.
  • 5.1.2 We shall provide you with a receipt confirming receipt of payment when our CAD Local Collection Point receives such a payment.

5.2. Sending a local CAD payment to our CAD Local Collection Point.

  • 5.2.1 We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our CAD Local Collection Point and we may update our express instructions or our CAD Local Collection Point details from time to time.
  • 5.2.2 You shall fund the payment by transferring funds from your originating Canadian bank account to our CAD Local Collection Point using an Electronic Funds Transfer or any other method that we may provide to you in writing. You must be the part who initiates the Electronic Funds Transfer, and we cannot do so on your behalf. Your online banking function generally makes an Electronic Funds Transfer payment available to you to instruct. We shall refuse to process any funding of any transaction to our CAD Local Collection Point that you initiate via any other method. You understand and agree to hold us harmless from any loss arising from your initiating a payment to our CAD Local collection Point using a method other than the methods defined under this paragraph that is local to Canada.
  • 5.2.3 Your originating bank account from which you shall make payments to our CAD Local Collection Point must meet all the following criteria:
    • (a) You shall hold the originating bank account solely or jointly in your legal name (and, where your Midpoint Account is a Business Account, your organisation shall hold the originating business bank account in the organisation's registered name);
    • (b) The CAD fiat currency shall be the currency denomination of your originating bank account (either solely or as part of a multicurrency bank account);
    • (c) The originating bank account shall be one that a bank (which has Canadian regulatory authorisation to issue bank accounts in Canada) issued in Canada; and
    • (d) Your Canadian originating bank account (as described immediately above under the preceding subparagraph) shall hold the CAD fiat currency funds (which you intend to transfer to our CAD Local Collection Point) onshore in Canada.
  • 5.2.4 Our Payment Platform receives the funds that you send to our CAD Local Collection Point on our behalf. We deem funds that our CAD Local Collection Point received from you to be funds that we received from you.
  • 5.2.5 We reserve the right, at our sole discretion, to refuse any funding of any transaction. We may return your funds that have cleared to our CAD Local Collection Point to your originating Canadian bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.

Annex 6. SWIFT Collection Point.

6.1. Our obligation to you.

  • 6.1.1 We have commercial relations with THE CURRENCY CLOUD LIMITED ("Payment Platform") who shall process your payments to our SWIFT Collection Point on our behalf. We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our SWIFT Collection Point.
  • 6.1.2 We shall provide you with a receipt confirming receipt of payment when our SWIFT Collection Point receives such a payment.

6.2. Sending a SWIFT-instructed payment to our SWIFT Collection Point.

  • 6.2.1 We shall provide express instructions to you on how to send funds from your own bank or similar financial institution to our SWIFT Collection Point and we may update our express instructions or our SWIFT Collection Point details from time to time.
  • 6.2.2 You shall fund the payment by transferring funds from your originating bank account to our SWIFT Collection Point using a SWIFT-instructed payment or any other method that we may provide to you in writing. You must be the party who initiates the SWIFT-instructed payment, and we cannot do so on your behalf. Your online banking function may or may not make a SWIFT-instructed payment available to you, and you may need to contact your bank or visit a physical branch to complete such a SWIFT-instructed payment. Your bank and any intermediary bank facilitating the SWIFT-instructed payment may charge you a fee whether up front or along your funds' transit for this and you understand and agree that such fees are wholly outside of our control, and we cannot reimburse such fees that your bank or any intermediary bank charges. We shall refuse to process any funding of any transaction to our SWIFT Collection Point that you initiate via any other method. You understand and agree to hold us harmless from any loss arising from your initiating a payment to our SWIFT Collection Point using a method other than the methods defined under this paragraph.
  • 6.2.3 Your originating bank account from which you shall make SWIFT-instructed payments to our SWIFT Collection Point must meet all the following criteria:
    • (a) You shall hold the originating bank account solely or jointly in your legal name (and, where your Midpoint Account is a Business Account, your organisation shall hold the originating business bank account in the organisation's registered name);
    • (b) The fiat currency denomination of your originating bank account shall be one of our "Inward Funding" currencies that Annex X of these Terms lists.
    • (c) The originating bank account shall be one that a bank (which has applicable competent authority regulatory authorisation to issue bank accounts) issued in a country which shall be one of our "Permitted Jurisdiction" countries that Annex X of these Terms lists; and
    • (d) Your originating bank account (as described immediately above under the preceding subparagraph) shall hold the fiat currency (as described immediately above under subparagraph (b)) which you intend to transfer to our SWIFT Collection Point onshore in that country specified under this subparagraph.
  • 6.2.4 Our Payment Platform receives the funds that you send to our SWIFT Collection Point on our behalf. We deem funds that our SWIFT Collection Point received from you to be funds that we received from you.
  • 6.2.5 We reserve the right, at our sole discretion, to refuse any funding of any transaction. We may return your funds that have cleared to our SWIFT Collection Point to your originating bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.

Annex 7. USD Local Collection Point.

7.1. The USD Local Collection Point service.

  • 7.1.1 We have commercial relations with THE CURRENCY CLOUD INC. ("Payment Platform") who shall
    • (a) where your Midpoint Account is a Personal Account, process your payments ("Your Payments") to our USD Local Collection Point on our behalf; and
    • (b) where your Midpoint Account is a Business Account, and subject to our approval at our sole discretion, process your Customers' payments on your behalf ("Your Customers' Payments"). (For illustrative purposes only, you may have issued a USD denominated invoice to your Customer where your Customer may elect to make a USD ACH Push payment to our USD Local Collection Point; on receipt of your Customer's USD, we shall "onward settle" (which we shall further describe immediately below and in Section 4. Settlement.) such USD into your Midpoint Account, this process saves on your Customer's wiring/charges costs.)
    • (c) For avoidance of doubt, the phrase "Your/Your Customers' Payments" shall mean Your Payments and/or Your Customer's Payments as defined under subparagraphs (a) and (b) respectively.
  • 7.1.2 You understand and agree that we shall deem any of Your/Your Customers' Payments that our USD Local Collection Point receives to come with the automatic, explicit, and without-exception instruction on onward settle Your/Your Customers' Payments into your Midpoint Account in accordance with Section 4. Settlement., under this Annex. As Section 4. under this Annex shall further describe, we, at our sole discretion, reserve the right to refuse the acceptance of any funds for onward settle into your Midpoint Account at any time, including and not limited to Your/Your Customers' Payments or payments from any third/fourth party.

7.2. Our obligations and your obligations.

  • 7.2.1 With respect to Your Payments (to our USD Local Collection Point), we shall provide you express instructions to you on how to send funds from your own bank or similar financial institution to our USD Local Collection Point and we may update our express instructions or our USD Local Collection Point details from time to time.
    • (a) We shall provide you with a receipt confirming receipt of payment when our USD Local Collection Point receives Your Payments.
  • 7.2.2 In the event where we agree to process Your Customers' Payments on your behalf (and make them available to you by onward settling Your Customers' Payments into your Midpoint Account), we shall provide express instructions to you, and you must in turn provide those instructions to your Customers to use those Customers' own bank or similar financial institution to our USD Local Collection Point.
    • (a) We shall provide you with a receipt confirming receipt of payment when our USD Local Collection Point receive Your Customers' Payments, and you understand and agree that you shall
      • (i) provide your Customers with a receipt confirming receipt of Your Customers' Payments and
      • (ii) confirm that your Customers have satisfied your Customer's obligation to you when our USD Local Collection Point receives Your Customers' Payments.
    • (b) You understand and agree you are solely responsible for confirming that Your Customers' Payments that our USD Local Collection Point receives satisfy your Customers' obligation to you.
    • (c) You understand and agree that
      • (i) you shall hold us harmless of any loss arising from your Customers' non-satisfaction of obligations to you;
      • (ii) your Orders/payment instructions with us are independent from your Customers' obligation to you, and that you are solely responsible for your obligations arising from your Orders/payment instructions with us.
    • (d) We may update our express instructions or our USD Local Collection Point details from time to time. In such an event, we shall attempt to notify you using the most current contact information on your Midpoint Account. You understand and agree that you are solely responsible for communicating such updates to your Customers, and that you shall hold us harmless of any loss arising from noncommunication, erroneous communication, incomplete or inaccurate communication, untimely communication, or any other communication that you make/not make/fail to make to your Customers.
    • (e) We include under Annex X the Form of Agent Services Appointment Acknowledgement, which lays out a limited agency agreement between you and our Payment Platform who processes payment services on our behalf. Where you elect your Customers to make Your Customers' Payments to our USD Local Collection Point which we shall onward settle into your Midpoint account on your behalf, you must have authorisation from your organisation to enter and sign this agreement under Annex X. We may refuse the acceptance of any funds for any onward settle into your Midpoint account at any time if you cannot provide this agreement under Annex X that your organisation has entered and signed. You may use our USD Local Collection Point service if and only if your organisation has entered and signed this agreement under Annex X.
    • (f) Notwithstanding the agreement under Annex X, we reserve the right at our independent discretion to reject any onward settle that our USD Local Collection Point received from your Customers (where Your Customers' Payments originate from your Customer' bank or similar financial institution). Where such a rejection occurs, you are solely responsible for obtaining any funds your Customers are obligated to pay you from your Customers directly. You understand and agree to hold us harmless for any loss arising from any such rejection.

7.3. Funding.

  • 7.3.1 Where we are receiving funds from your Customers, you are solely responsible for providing instructions to each Customer on how to transfer your Customers' funds to our USD Local Collection Point.
    • (a) We shall provide the information regarding such instructions when we onboard you for the USD Local collection Point.
    • (b) We may update such instructions from time to time.
    • (c) Your customers must fund the payment by transferring funds from your Customers' respective bank accounts using
      • (i) an "ACH Push" (i.e. an ACH transaction that your Customers initiate); or
      • (ii) a domestic wire transfer;
      • (iii) or by any other method that we specify.
    • (d) You are solely responsible for providing instructions to your Customers so that your Customers' funds can clear to us. You are solely responsible for any error or omission with such instructions. You further understand and agree to hold us harmless from any loss arising from your transmission of such instructions to your Customers.
  • 7.3.2 We reserve the right at our sole discretion to refuse the funds to the originating USD US onshore bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.

7.4. Settlement

  • 7.4.1 We shall sweep daily and shall make available to you (subject to applicable restrictions immediately below) all funds that clear to our USD Local Collection Point (whether from you or your Customers) on the same Business Day, where a Business Day is any day other than a Saturday, Sunday, or federal or New York state holiday on which the offices of our banking partners are not open for business.
    • (a) On our receipt of funds, we shall inform you that we have received such funds, as well as the anticipated timing of the availability of such funds in your Midpoint Account.
    • (b) We reserve the right at our sole discretion to refuse the funds to the originating USD US onshore bank account. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.
  • 7.4.2 You can access the details of all funds that clear to our USD Local collection Point (whether from you or your Customers), including when such funds cleared to our USD Local Collection Point, subject to applicable restrictions immediately above, through your Midpoint Account.

7.5. Exchange Rates. For the avoidance of doubt, the USD funds that clear to our USD Local Collection Point shall not involve the exchange of one fiat currency for another different fiat currency.

Annex 8. Spark service.

8.1. The Spark service enables you to receive EUR, GBP, USD, and CAD locally, and to receive funds denominated in other fiat currencies via SWIFT-instructed payments, or any other method that we specify, and for us to make such funds (whether local or SWIFT-instructed) available to you via your Midpoint Account.

  • 8.1.1 The Spark service may enable you to receive payments
    • (a) In the EEA denominated in EUR;
    • (b) In the UK denominated in GBP;
    • (c) In Canada denominated in CAD;
    • (d) In United States denominated in USD;
    • (e) In various other fiat currencies via SWIFT instructions;
  • 8.1.2 As applicable to the appropriate jurisdiction/currency, we will issue you
    • (a) Either named virtual IBANs and SWIFT BICs;
    • (b) Or named virtual Account Numbers and local national clearing code.
    • (c) We shall collectively call the virtual IBANs and the virtual Account Numbers by "Named Virtual Accounts".
  • 8.1.3 You acknowledge and agree that such national virtual accounts are solely for the purpose of the collection of funds in the applicable jurisdiction/currency.
  • 8.1.4 Business Customers. You may provide instructions to your Customers to use your Customers' respective banks or similar financial institutions to send funds to your Named Virtual Accounts. Upon receipt of such funds, we shall make such funds available to you via your Midpoint Account.

8.2. Eligibility. We shall not issue any Named Virtual Accounts to you where you are a bank or a financial institution. We reserve the right at our reasonable discretion to expand our acceptable use terms with respect to your eligibility to the Named Virtual IBAN service by specifying such terms on our website.

8.3. Funding.

  • 8.3.1 Where we are receiving funds from your Customers, you are solely responsible for providing instructions to each Customer on how to transfer your Customers' funds to your Named Virtual Accounts.
    • (a) We shall provide the information regarding such instructions when we onboard you for the Named Virtual Accounts service.
    • (b) We may update such instructions from time to time.
    • (c) Your Customers must fund the payment by any method that we specify.
    • (d) You are solely responsible for providing instructions to your Customers such that your Customers' funds can clear to us. You are solely responsible for any error or omission with such instructions. You further understand and agree to hold us harmless from any loss arising from your transmission of such instructions to your Customers.
  • 8.3.2 We reserve the right at our sole discretion to refuse any funding of any transaction related to your Named Virtual Accounts. Our processes and obligations to prevent and to combat illegal activities may delay, cancel, or otherwise modify any funding of any transaction. You understand and agree to hold us harmless from any loss arising from such delay, cancellation, or modification. We shall attempt to notify you of any such delay, cancellation, or modification using your most current contact information on your Midpoint Account, stating where possible the reasons for such delay, cancellation, or modification, and whether you may correct the problem. We shall not notify you if to do so would violate applicable law or if a competent authority prohibits us from doing so.