These terms and conditions apply to individuals who are using the M3 Payments Platform, irrespective of their capacity such as, but not limited to: for their own account, in their own name and on their own behalf, as a sole proprietor of a business, as a trustee of a trust or as a partner of a partnership, or as a legal entity, via the interface made available by M3Payments. Any such person shall be herewith referred to as the „End User” or “you”).
At its turn, the M3Payments’ interface relies on the Payment Platform (as such term is defined below) made available and operated by the Currency Cloud Limited.
Terms and Conditions
TheCurrencyCloud Ltd is authorised by the Financial Conduct Authority (the “FCA”) under the Regulations for the issuing of electronic money and the provision of payment services with Firm Reference Number 900199.
In particular, the Company provides access to a web based application (“M3 Payments Application” or the “App”) that is supported by the functionalities of the Payment Platform, allowing End Users to make instant conversions from one currency to another and make payments to 212 countries worldwide. Balances can be held in online wallets, and End UserEnd Users wallets.
Subject to these TOS, M3 Payments grants you a limited, revocable, non-exclusive, non-sub licensable, non-assignable access to use M3 Payments Application solely for the purpose of using the Services.
Authorise means authorise the stage of a Transaction when we transmit your funds from our account to your nominated beneficiary account.
Authorised Signatory means an individual appointed and authorised by the End User to provide Instructions to us on your behalf.
Beneficiary Account means the account to which you are sending your funds.
Booking means booking a Transaction by providing us with all of the relevant Transaction details.
Business Day means any day except Saturday, Sunday and any day on which banking institutions in the United Kingdom generally are authorized or required by law or other governmental action to close.
Company refers to M3 Payments Ltd.
Close Out means reversing a Transaction in the circumstances set out in Section 8 or otherwise pursuant to this Agreement.
Transaction Confirmation means a written communication, however described, provided by us confirming the details of any Transaction that you have booked by telephone, email or online.
Delivery Date means the date on which we have requested that you deliver your funds to our account for transmission.
Forward Contract means a foreign exchange contract under which we agree to exchange money at an agreed exchange rate and at an agreed time which is between 48 hours and 12 months from the time of the contract being entered into.
Insolvency Event means:
(a) a receiver, manager, trustee, administrator, controller or similar external administrator is appointed over any of the assets or undertakings of the End User;
(b) the End User is or becomes unable to pay its debts as and when they are due;
(c) the End User ceases to carry on a business;
(d) an order is made for the winding up or dissolution of the End User otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the End User.
Instructions means a request made by you to enter into a Transaction and shall be taken to include any information, communications or documents incidental to or relating to a Transaction whether we process the Transaction or not.
Maturity Date means either the Business Day selected by the End User for the settlement of a Trade or if the End User does not select a Business Day for the settlement of a Trade, then two (2) Business Days following an executed Trade.
Order Confirmation means the notification we send you confirming the details of the Order you have entered into with us.
Order means a limit order pursuant to which you may instruct us to enter into a Transaction only when a Target Rate has been reached.
Payment means payment by you to us of funds.
Rate means the foreign currency exchange rate that we quote you for a Transaction.
Spot Contract means a foreign exchange contract under which we agree to exchange money at an agreed rate within 48 hours of the contract being entered into.
Target Rate means the rate at which an Order is triggered.
Transaction means a Spot Contract, a Forward Contract or an Order, and shall be taken to refer to a series of transactions pursuant to standing instructions given by you.
- Representations and Warranties
You represent and warrant to M3 Payments that:
(1) You are an individual or a sole proprietor of a business.
(2) You are over the age of 18
(3) You will inform us if you are acting as:
- a) a trustee of a trust;
- b) a partner of a partnership.
(4) if you are acting as a trustee of a trust, you are properly authorised to enter into this Agreement and any Transactions in accordance with the terms of the relevant trust deed;
(5) you have an existing, legally valid commercial or personal reason for entering into each Transaction and will not enter into any Transaction for speculative purposes or for any purpose prohibited under any law; and
(6) in making your decision to enter into a Transaction, you will not rely on any market related information that may be provided from time to time by us on our Site or by our employees or consultants.
(7) Execution of this Agreement and performance of your obligations under this Agreement will not violate any statute, regulation or bylaw that bind the End User.
(8) All information provided by you to the Company is true, correct and complete and you will notify the Company promptly if that information changes. Failure to do so may result in refusal to process, or closing out of a Transaction.
Indemnity – You agree to indemnify us for any damages, costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement and the law, whether they arise under Section 8or in some other way. This includes any legal costs that we may incur in order to enforce our rights or recover any amounts you owe us. You also agree to indemnify us for any fees, costs, duties and taxes charged by third parties (CurrencyCloud included) in relation to the Transactions you enter into, including fees charged by your beneficiary bank, whether or not those fees or charges were notified to you in advance.
You are responsible for keeping your user name and password private and responsible for access to your account on our platform once you have logged in. When we act on instructions from your account you agree to indemnify us and CurrencyCloud for all losses arising from unauthorized access to your account unless these losses arise due to negligence on our end.
Where we are liable for any unauthorized transaction we will credit your account with any money lost up to the amount of the transaction. Any additional damages or liability is towards you is excluded.
- Limitation of Liability
We do not accept liability for death and personal injury arising from our negligence or that of our employees and agents. We do not seek to exclude our liability for fraudulent misrepresentation or fraudulent misconduct by us or our employees.
If M3 Payments fail to comply with these TOS, we are responsible for loss or damage you suffer as a foreseeable result of us breaching the TOS. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time the contract is made, both you and M3 Payments knew it might happen. Our liability shall be in any events limited to EUR 500.
Liability Limited in monetary terms – We do not, under any circumstances assume liability to you in excess of the amount of money you have actually paid to us in relation to any particular Transaction. We will not be liable to you for any form of consequential damages or loss that you may suffer as a result of:
(i) delays in the transfer of your funds, or
(ii) our refusal at any time to transfer your funds.
(iii) communication malfunctions
Without in any way limiting the effect of this paragraph or any other paragraph of this agreement, “consequential damages” shall be taken to include damages arising from:
(i) loss of business,
(ii) loss of opportunity to realise a gain as a result of foreign exchange fluctuations;
(iii) loss of any other opportunity, or
(iv) loss of interest on funds.
For the avoidance of doubt:
(a) if your funds fail to reach your Beneficiary Account as the result of a mistake made by us, we will credit your Beneficiary Account in the full amount of the funds you expect to receive but that shall be the full extent of our liability to you;
(b) if we Close Out or refuse to process one or more of your Transactions for any reason, we shall refund to you any funds that we hold on your behalf by way of Advance Payment or otherwise, but that shall be the full extent of our liability to you.
We are not responsible for losses that were not caused by our breach of contract, tort or negligence, indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us (for example, unearned benefit. loss of profits or loss of opportunity) at the time when the contract has been concluded. In all cases, our liability shall be limited to EUR 500.
No Liability for Delays – despite our commitment to provide you with a swift and on-going Service, you acknowledge that delays in the transmission and receipt of payments may occur. In particular, you acknowledge that we operate an online payments platform that could be subject to technical, or other, problems, the nature and duration of which may be beyond our control or of the control of our services provider, CurrencyCloud. Our service also involves the use of intermediaries who are outside our control. Accordingly, while we do everything in our power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you as a result of any delays in the transmission of funds.
- Anti-Money Laundering
Due to the inherent risks in transferring currency between entities located in different countries, M3 Payments takes extraordinary measures to ensure that neither you nor us are participating or assisting in money laundering or terrorist financing. The End User understands that law enforcement and regulatory agencies may periodically inspect all Transactions executed with M3 Payments either by the consent of the Company or pursuant to applicable law. Therefore, the End User understands that all information regarding Transactions, accounts, and related transactions could potentially be disclosed by us, and reviewed by the Currency Cloud Limited, law enforcement and other regulatory agencies in accordance with applicable law.
In the event that licenses, registrations or other authorizations are required under applicable CFT and/or AML regulations to operate the Payment Platform, there is no guarantee that the Company and/or the Company’s affiliates will be able to successfully obtain such licenses, registrations or authorizations.
You undertake that you are not aware and have no reason to suspect that:
- the money you are transferring is derived from or related to money laundering, terrorism financing or similar activities (Illegal Activities); and
- the money you are transferring will be used to finance, or in connection with Illegal Activities.
In certain circumstances, we or CurrencyCloud may be obliged to freeze or block an account where it is used in connection with Illegal Activities or suspected Illegal Activities. Freezing or blocking can arise as a result of the account monitoring that is required by AML/TF Laws.
If this occurs, neither we nor CurrencyCloud are liable to you for any consequences or losses whatsoever and you agree to indemnify us if we are found liable to a third party in connection with the freezing or blocking of your account.
We retain the right, at any time, to refuse, in our sole discretion, to provide the Service.
You understand that we use your data under two legal bases: (i) your specific consent as laid out above and under the legal basis, which speaks to AML’s legal and regulatory responsibility to utilize your data to satisfy its legal requirements and/or (ii) the legitimate interest that allows us to process such personal data and information, to the extent required to provide you the Services on the Site, as described herein.
You consent to the electronic recording of telephone conversations without a warning message being given and that we may use the recordings as evidence in any dispute that may arise between us.
You must keep your information up to date either by informing us directly or through your End User profile.
Username and Password – To use some of the services or features made available to you on this Site you will need to register.
When you register you are required to provide information about yourself that is true, accurate, current, and complete in all respects. Should any of your registration information change, please notify us immediately at the following email address: firstname.lastname@example.org. For security purposes, we may also change registration requirements from time to time.
The account password you provide should be unique and kept secure, and you must notify M3 Payments immediately of any breach of security or unauthorized use of your account.
Authority – If you appoint somebody else to act on your behalf (“Agent“), we will act in accordance with all Instructions received from your Agent, and you will be bound by those Instructions, until you withdraw your authority for that Agent and such withdrawal is communicated to us.
Right not to accept Orders – we may, but shall not be obliged to accept instructions to enter into a Transaction. If we decline to process your instructions we shall not be obliged to give a reason. We may also support our denial, if at our end we received a denial from our service provider, Currency Cloud.
We may suspend any service provided to you as part of the Service without notice where we or the CurrencyCloud Ltd. considers it necessary to do so. We take our exchange rates from various market sources that we believe to be accurate however if one of those sources produces an ‘off market’ rate then we reserve the right to correct the rate. An off market rate is considered to be an exchange rate that is outside the day’s trading range.
Cancellation of Instructions – we can only cancel your instructions if we have not acted upon them. Once a Transaction has become legally binding, you may not cancel the Transaction in any circumstances. If the End User made an error in inputting instructions then M3 Payments will make reasonable efforts to correct the Transaction but the End User understands and accepts that M3 Payments is not obliged to make corrections and if corrections are made the End User is liable for any costs incurred.
End Users can enter into a transaction by giving Instructions via the Platform (from your own account) or by email. The Transaction will be legally binding when we receive your Instructions.
If transacting via the Payment Platform, the transaction is legally binding as soon as we receive your electronic instructions. We will provide you with confirmation of the Transaction details on the screen at the time of Transaction and also send details by email. A Transaction Confirmation will be sent by email. If you book a Transaction by email, the Transaction will be legally binding when we process the email. This method may not be immediate but will be processed as soon as the email is picked up. A Transaction Confirmation will be sent by email.
- Transaction Confirmation
The terms of each Trade will be set out in the Transaction Confirmation presented to the End User on the Transaction Confirmation Screen, which follows the End User acceptance of the Transaction. The Transaction confirmation is evidence of the completed Transaction and the terms of the completed Transaction.
The Transaction will not be invalidated if, for any reason, the Transaction Confirmation is not presented to the End User by the Company on the Transaction Confirmation Screen as a result of a computer malfunction or any other reason. If, for any reason, the Transaction confirmation is not presented to the End User, the records of the Company and/or the CurrencyCloud Limited with respect to that Transaction will constitute conclusive evidence of the terms of the Transaction. If a Transaction confirmation is not presented to the End User for any reason, the End User should notify the Company immediately by calling the End User Support Number or email address: email@example.com and the Company may provide the End User with a confirmation by email or other means setting out the terms of the Transaction.
A forward transaction is an agreement to exchange currencies at a maturity date beyond the spot settlement date. The Company offers forward transactions out to 1 year maturity. Forward transactions are currently only offered from the M3 Payments Application or via email correspondence. Any transaction agreed via the M3 Payments Application becomes legally binding and a Transaction Confirmation will be sent by email to the End User. Any errors in the Confirmation should be reported immediately to the Company. Should we not hear from the End User within 24 hours the confirmation will be deemed to be correct. In the event of any dispute the recording of the telephone conversation will be used as evidence.
To secure the forward transaction and protect the Company against adverse market movements and End User counterparty risk the Company reserves the right to ask the End User for an advance payment (“Payment Reserve”). This will generally be in the region of 8-10% of the full value of the forward contract. It is possible that we may request additional Payment Reserves at any time prior to Maturity Date. You acknowledge that the amount of the Payment Reserve is determined at our discretion.
Failure to pay a Payment Reserve when requested may result in the Forward Transaction being closed out as per Section 8.
It may be possible at our discretion to adjust the Maturity Date, either to extend it or bring it forward. If we agree to this you acknowledge that the Rate may need to be adjusted to account for the new Maturity Date.
Payment for Transaction
Once a Trade has been finalized and entered into following the End User’s acceptance, the End User must make each payment or delivery required to be made by it under the terms of the Trade in the Currency, in the amount, on the date and in accordance with the settlement instructions for the Trade, as set out in the related Trade confirmation. All payments must be received by us in cleared funds and for the full amount being transferred, including any fees that may be payable, before we credit your beneficiary account.
Payment into our account of the full amount required to settle the Spot Transaction must be initiated on the day the Transaction becomes legally binding. If we have not received the funds within 2 business days we reserve the right to Close Out the Transaction in accordance with Section 8with the End User liable for any losses the Company might take.
The Payment Reserve must be initiated on the day the Transaction becomes legally binding. The balance of the Forward Contract must be paid to us in full on or before the Maturity Date. The balance is determined as the full amount of the forward transaction less any Payment Reserves already paid. Failure to comply with these conditions may result in the transaction being Closed Out as per Section 8.
Electronic Funds Only
You agree to make all payments into our account electronically and you acknowledge that we will transmit your funds by electronic means only. We do not accept cash or cheques.
You must provide us with full Beneficiary details, including Name and Address of the account holder and Name and Address of the Beneficiary Bank. We will not be liable for any costs caused by delays in settling transactions due to erroneous beneficiary details.
Third Party Payments
From time to time the End User may request that a payment due to the End User be made to an account in the name of a third party and in these cases M3 Payments may require additional background information. The End User acknowledges and agrees that M3 Payments does not accept or bear any liability or responsibility for any loss, including Consequential Loss, incurred or sustained by the End User as a result of or arising from M3 Payments paying a third party account.
Funds Held by US
We do not hold your funds in trust. Funds are held in a client account owned and operated by the CurrencyCloud, separate from the working capital account of the Company.
We shall not pay interest on any money held by us as a Payment Reserve, or held for any other reason.
If we have acted in accordance with your instructions and your funds have been sent to the wrong account as a result of a mistake made by you we are under no obligation to recover the funds or to resend the funds to the correct Beneficiary. If we have made a mistake by sending the funds to the wrong account, we will take immediate action at our expense to recover those funds and resend them to the correct account.
- Closing Out
We may Close Out a particular transaction or all transactions you have with us without notice if:
- a) You fail to make any payment when it is due;
- b) You fail to provide requested material information;
- c) Information you have given us is inaccurate, incomplete or misleading;
- d) Bankruptcy proceedings are commenced against you;
- e) You breach an important part of this agreement;
- f) The performance of our obligations under this agreement becomes illegal.
When we Close Out a transaction we go into the market and sell the currency we initially bought for you. In all likelihood the market price would have moved and if a loss is incurred you will be liable to pay us the amount of that loss, together with any other expenses that may have been incurred.
We will not pay out to you any resulting profit from a Closing Out.
You acknowledge that any loss resulting from closing out your transaction is a debt payable by you and that we may deduct this loss from any money we might hold for you. The balance of any money owing should be paid within 7 days of the closing out.
We offer Spot Contracts to be settled immediately and Forward Contracts to be settled between 2 days and 12 months.
The M3 Payments Platform is not for speculative trades and we do not offer any form of margin trading. All transactions entered into must be settled by the End User by delivering to us the full amount of the funds you have sold.
We will not enter into any arrangement whereby the End User nets off 2 separate transactions that would allow the End User to pay or receive any loss or profit realised by the net off. All transactions need to be settled in full.
We do not offer financial advice. The Payments Platform is for execution only.
Our records will be evidence of your dealings with M3 Payments. You agree not to object to the admission of our records as evidence should any legal dispute arise between us. You acknowledge that our records are kept in electronic format and are not in writing.
If you have any issue with our service you should notify the Company immediately. Our complaints officer will attempt to resolve the dispute to your satisfaction as quickly as possible.
If a satisfactory outcome cannot be achieved you can refer your case to the court or any authority with acting authority.
Nothing in this TOS prevents either of us approaching a court to appeal the decision or to take legal action to recover any amounts owed to us by way of Closing Out.
- Changes to Agreement
This agreement shall be governed exclusively by the laws of England and Wales. All trades shall be deemed to have taken place at the head office of M3 Payments Ltd in London, United Kingdom. The courts of England and Wales shall have exclusive jurisdiction for settling disputes arising from this agreement and both parties submit to this jurisdiction.
If any part of this agreement becomes invalid under applicable law, it will not affect the validity of the rest of the agreement.
Neither party will be liable for any failure or delay in performance (except for responsibility to make payments) due to government acts (e.g. currency controls), acts of God, war of civil unrest, or other circumstances beyond the party’s reasonable control.