Retail Trading Terms and Conditions

PART 1: OUR BUSINESS RELATIONSHIP

References in this Agreement to "we, "our" or "us" are to IFX Payments (Europe) B.V.. IFX Payments (Europe) B.V. ("IFX") is incorporated and registered in the Netherlands with company registration number 859217905, trading as IFX Payments, with its registered office at Weesperstaat 61, 1018VN Amsterdam. IFX is authorised1 by De Nederlandsche Bank under the second Electronic Money Directive (2009/110/EC) (Reference Number: 900517) and has been granted permission to issue electronic money ("e-money") and provide payment services.

References "you" or "your" are to the Customer as identified on the Application Form.

This Agreement governs your access to and use of all products and services provided by IFX. Before accepting this Agreement you should carefully read the entirety of this Agreement.

By accepting this Agreement you agree that you have read and understood all the terms and conditions set out in this Agreement as well as any document referred to therein, including the IFX Privacy Policy.

By accepting this Agreement, you agree to enter into a legally binding agreement and represent that you are 18 years old or older and otherwise capable of entering into a legally binding agreement.

This Agreement will be effective from the Effective Date.

PART 2: AGREED TERMS

1. DEFINITIONS

"Agreement" means this Agreement for the provision of the Services, including, for the avoidance of any doubt, all Terms, Schedules and Termsheets hereto.

"Applicable Laws" means (for so long as and to the extent that they apply to IFX) the law of the European Union, the law of any member state of the European Union and/or the laws of England and Wales. For the avoidance of doubt, should any conflict of laws occur, the laws of England and Wales will apply to the extent of any conflict.

"Authorised Transaction" means (for so long as and to the extent that they apply to IFX) the law of the European Union, the law of any member state of the European Union and/or the laws of England and Wales. For the avoidance of doubt, should any conflict of laws occur, the laws of England and Wales will apply to the extent of any conflict.

"Business Day" means a day (other than a Saturday or Sunday) when banks are open for the transaction of normal banking business in London, United Kingdom.

"Charity" means a body whose annual income is less than £1 million and is— (a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation); (c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008.

"Customer" means you, your, and, for the avoidance of doubt, the Party entering into this Agreement with IFX.

"Confidential Information" means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, customers, products, affairs and finances of a Party or any Group Company of that Party for the time being which is marked as or ought to be reasonably considered to be confidential to that Party and/or any Group Company of that Party and trade secrets, including, without limitation, technical data and know-how relating to the business of the relevant Party or of the relevant Group Company of that Party or any of its suppliers, customers, customers, agents, distributors, shareholders or management, including (but not limited to) any Customer Customer Data, whether or not such information (if in anything other than oral form) is market confidential, provided always that the definition of Confidential Information shall not include information or data which: (i) is the public domain; or (ii) after disclosure to the receiving Party, lawfully comes into the public domain.

"Consumer" means an individual who, in contracts for payment services to which the Payment Services Regulations 2017 apply, is acting for purposes other than a trade, business or profession.

"Data Controller" means a data controller as defined in the GDPR.

"Data Processor" means a data processor as defined in the GDPR

"Data Protection Legislation" means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation and guidance, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act.

"Effective Date" means the date that the Customer accepts this Agreement.

"Force Majeure" means events, circumstances or causes beyond the reasonable control of either Party.

"GDPR" means the General Data Protection Regulation (EU 2016/679).

"IBAN" means an International Bank Account Number.

"Micro-Enterprise" means an enterprise which, at the time at which the contract for payment services is entered into, is an enterprise as defined in Article 1 and Article 2(1) and (3) of the Annex to Recommendation 2003/361/EC of 6th May 2003 concerning the definition of micro, small and medium-sized enterprises.

"Party" means either of the Parties to this Agreement and "Parties" shall be construed accordingly.

"Personalised Security Credentials" means personalised features provided by a payment service provider to a payment service user for the purposes of authentication.

"Services" has the meaning given in clause 2 of the Agreement.

"Strong Customer Authentication" means authentication based on the use of two or more elements that are independent, in that the breach of one element does not compromise the reliability of any other element, and designed in such a way as to protect the confidentiality of the authentication data, with the elements falling into two or more of the following categories— (a) something known only by the payment service user (“knowledge”); (b) something held only by the payment service user (“possession”); (c) something inherent to the payment service user (“inherence”).

2. OUR SERVICES

2.1  IFX is a leading privately owned foreign exchange payments business within the payments and transaction services landscape. For further information on the Services and Products we offer, please refer to the Appendices to these Terms.

2.2  Banking Contracts: IFX has been granted access to UK and European payment schemes via contracting with Barclays PLC and ABN Amro. IFX may offer virtual IBANs, provider customers with multi-currency European accounts as well as access to payment systems like Faster Payments and SEPA .

2.2  mPay: mPAY is IFX's foreign currency payments execution platform which provides access to 120 currencies paying into 180 countries, including low value clearing in certain markets. The platform is a low cost and secure mechanism for processing large payment files, ensuring delivery of the right amount, to the right place, at the right time.

2.3  IBANQ: IBANQ is the innovative proprietary IFX smart banking platform. Through our Banking Contracts, IFX has the ability to issue unique banking account numbers and IBANs to IFX customers, both business and retail customers. These services are supported by a multi-currency wallet system, and settlement across the IBANQ network of accounts. All applications are hosted in the cloud and will enable Customers, among other things, to pay suppliers, received customer funds and make global payments. 

The technical basis for IBANQ is the PayGATE infrastructure, leveraging the building blocks of existing global payments and compliance capabilities within the system architecture. This is a transformational business capability, facilitating the real-time transfer of value globally.

2.4  Banking World: Banking World is a desktop and mobile application which enables users to engage in FX trading and day to day banking activity. Banking world is IFX Payments on-line account management portal where clients will have access to their bank account(s), view balance(s) to make payments, carry our foreign exchange and access their account(s) statements for the account(s) that have with IFX Payments.

2.5  SWIFT messaging centre: IFX has built its own dedicated SWIFT messaging centre allowing instantaneous access to payment, foreign exchange and statement messages which IFX passes on to its Customers.

3. FEES AND CHARGES

3.1  The charges of IFX, as applicable from time to time, are set out in the Schedules to this Agreement.

3.2  Any amendments to the charges shall be effected in accordance with Clause 12 of this Agreement.

3.3  The charges become due at the time of the provision of the Services.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1  The Customer shall:

4.1.1  use the Services in accordance with this Agreement and take all reasonable steps to keep safe all security credentials including Personalised Security Credentials relating to the Services;

4.1.2  ensure that the information provided to IFX is complete and accurate;

4.1.3  notify IFX of unauthorised or incorrectly executed payment transactions without undue delay, and in any event no later than 13 months after the debit date, on becoming aware of any unauthorised or incorrectly executed transaction. The Customer shall notify without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of any payment instrument. You need to notify us either in the way described in Clause 12 of this Agreement or via the IFX online portal.

4.2  IFX shall:

4.2.1  provide the Services exercising reasonable care in carrying out its duties, including meeting the required standards of Customer authentication and/or Strong Customer Authentication as these may be imposed under the Applicable Laws;

4.2.2  be able to prove that every transaction was authenticated, accurately recorded, entered in IFX's accounts and not affected by a technical breakdown or some other deficiency in the service provided.

4.3  IFX shall further be able to produce supporting evidence in order to establish that:

4.3.1  a transaction was not authorised by the Customer;

4.3.2  be able to prove that every transaction was authenticated, accurately recorded, entered in IFX's accounts and not affected by a technical breakdown or some other deficiency in the service provided.

4.4  In case of non-execution or defective or late execution of a transaction or in case of incorrect transmission of a transaction due to IFX's fault, IFX shall, on the request of the Customer, immediately and without charge make efforts to trace any non-executed or defectively executed payment transaction and notify the Customer of the outcome.

4.5  In case of incorrect transmission of a transaction due to IFX's fault, IFX shall immediately re-transmit the payment order in question in accordance with the Applicable Laws.

5. CUSTOMER CONSENT

5.1  IFX will provide 2 factor authentication in accordance with Strong Customer Authentication for the authentication of payment transactions as well as the withdrawal of Customer consent.

5.2  A payment transaction will be regarded by IFX as having been authorised by the Customer only where the Customer has given its consent to: (a) the execution of the payment transaction; or (b) the execution of a series of payment transactions of which that payment transaction forms part.

6. REFUNDS

6.1  Unauthorised transactions: Where an executed payment transaction was not authorised with the Customer's consent per Clause 5 of this Agreement, subject to the Customer's obligations, IFX shall refund the amount of the unauthorised transaction to the Customer and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment transaction not taken place ensuring that the credit value date is no later than the date on which the amount of the unauthorised payment transaction was debited.

6.2  IFX will refund the amount owing as soon as practicable and in any event no later than at the end of the business day following the day on which it becomes aware of the unauthorised transaction, unless IFX has reasonable grounds to suspect fraudulent behaviour by the Customer and notifies a person mentioned in section 333A(2) of the Proceeds of Crime Act 2002.

6.3  Authorised Transactions: The Customer is entitled to a refund when the following conditions are met:

6.3.1  the Customer requests the refund under this Clause from IFX within 8 weeks from the date on which the funds were debited;

6.3.2  the authorisation for the transaction did not specify the exact amount of the payment transaction when the authorisation was given;

6.3.3  the amount of the transaction exceeded the amount that the Customer could reasonably have expected taking into account the Customer's previous spending pattern, the conditions of this Agreement and the circumstances of the case; 

unless:

6.3.4  the Customer has given consent directly to IFX under Clause 5 of this Agreement for the payment transaction to be executed; and

6.3.5  if applicable, information on the transaction was provided or made available in an agreed manner to the Customer for at least four weeks before the due date by IFX.

6.4  The Customer is entitled to an unconditional refund from its payment service provider of the full amount of any direct debit transactions of the type referred to in Article 1 of Regulation (EU) 260/2012 of the European Parliament and of the Council of 14th March 2012 establishing technical and business requirements for credit transfers and direct debits in euro and amending Regulation (EC) No 924/2009(b).

6.5  IFX must provide any refund or justification for refusing a refund within 10 Business Days of receiving a request for a refund, or where applicable, within 10 business days of receiving any further information requested by IFX under the Applicable Laws.

6.6  Non-execution or defective or late execution of a transaction: IFX will without undue delay refund to the Customer the amount of the non-executed or defective payment transaction and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place ensuring that the credit value date is no later than the date on which the amount of the unauthorised payment transaction was debited.

7. LIABILITY

7.1  IFX is liable to the Customer for the correct execution or transmission of the transaction unless the transaction has not been executed in accordance to the Applicable Laws.

7.2  IFX shall not be liable to the Customer under this Agreement for any of the following loss and damage whatsoever (including, but not limited to, costs and expenses relating to or arising out of such loss and damage) whether arising from Agreement , tort (including negligence or breach of statutory duty) or otherwise and even if the other Party has been informed of the possibility of such loss and damage:

7.2.1  loss of revenue, profits, interest, reputation, anticipated savings or goodwill;

7.2.2  loss or restitution of data; or

7.2.3  any indirect, special or consequential damage or loss.

7.3  IFX shall not be liable to the Customer for any delay in onward payment attributable to the late arrival of funds or payment instructions relative to the cut off times of the designated bank.

7.4  IFX's total liability to the Customer in Agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Terms shall be limited to no greater than the revenue accrued to IFX from the Customer in the preceding 12 month period but, in any event, always subject to the liability requirements provided for in the Payment Services Regulations 2017.

7.5  The Customer shall be liable up to a maximum of GBP(£) 35 for any losses incurred in respect of unauthorised transactions arising from the use of a lost or stolen Customer details, or from their misappropriation, unless:

7.5.1  the loss, theft or misappropriation of the Customer details was not detectable by the Customer prior to the payment, except where the Customer acted fraudulently; or

7.5.2  the loss was caused by acts or omissions of an employee, agent or branch of IFX or of an entity which carried out activities on behalf of IFX

7.6  The Customer shall be liable for all losses incurred in respect of an unauthorised transaction where the Customer:

7.6.1  has acted fraudulently; or

7.6.2  has with intent or negligence failed to meet their obligations in relation to the use of payment instruments and to keep safe Personalised Security Credentials.

7.7  Neither Party excludes or limits its liability under this Agreement to the other Party in respect of:

7.7.1  death or personal injury caused by its negligence or the negligence of its employees acting in the course of their employment;

7.7.2  any fraudulent misrepresentations made by it on which the other Party have relied;

7.7.3  breach of any Applicable Law or regulation; or

7.7.4  any other liability which, by Applicable Law, it is not permitted to exclude or limit.

8. REPRESENTATIONS AND WARRANTIES

8.1  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms.

9. INDEMNITY

9.1  The Customer shall indemnify IFX against all costs, expenses, liabilities or losses of any nature suffered by IFX through the failure of the Customer to observe any of the Terms in respect of any orders with IFX.

10. AMENDMENTS TO THIS AGREEMENT

10.1  IFX may unilaterally amend this Agreement, provided the Customer does not, before the proposed date of entry into force of the amendments, notify IFX to the contrary. In this case, the Customer will be deemed to have accepted the changes but has the right to terminate this Agreement without charge at any time before the proposed date of entry into force of the amendments.

10.2  IFX shall notify the Customer of the amendments no later than two months before the date on which they are to take effect.

10.3  Changes in the interest or exchange rates may be applied immediately and without notice based on disclosures of reference interest or exchange rates and where immediate change is in the Customer's favour.

11. TERM, TERMINATION AND SUSPENSION

11.1  This Agreement shall commence on the Effective Date and continue thereafter unless it is terminated earlier in accordance with this Clause.

11.2  Either Party may terminate this Agreement at any time without cause provided that:

11.2.1  IFX gives the Customer two months' notice of their intention to do so; or

11.2.2  The Customer gives IFX one month's notice of their intention to do so.

11.3  Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

11.3.1  the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment;

11.3.2  the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

11.3.3  the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

11.3.4  the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

11.3.5  the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.3.6  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.3.7  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company);

11.3.8  the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.3.9  a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

11.3.10  a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days;

11.3.11  any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 11.3.4 to 11.3.10 (inclusive);

11.3.12  where the Customer makes an application for a bankruptcy order, there is a petition for bankruptcy order in respect of the Customer or there is a bankruptcy order against the Customer;

11.3.13  the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

11.3.14  there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010).

11.4  IFX may suspend or stop the Customer’s access to and use of the Services on reasonable grounds relating to a suspected unauthorised or fraudulent use of the Services and/or the security of the Services.

11.5  IFX will endeavour to inform the Customer of any such suspension either before or immediately after the suspension, giving the reasons for doing so, unless such notification would reasonably compromise security measures or would be otherwise unlawful. IFX will endeavour to restore the access to and use of the Services as soon as practicable after the reasons for suspending its use cease to exist.

11.6  In the event of any termination:

11.6.1  IFX shall without unreasonable delay remit to such bank account as the Customer may have nominated in writing to it for such purposes any amounts that are due and owing to the Customer;

11.6.2  all Transaction Fees payable under this Agreement, which are referable to the period prior to the date of termination, shall become due for payment and be paid by the Customer together with any sums due and owing to IFX;

11.6.3  IFX may charge the Customer for the termination of this Agreement based on the actual costs of termination to IFX;

11.6.4  IFX may not charge the Customer for the termination of this Agreement after the expiry of 6 months of this Agreement; and

11.6.5  any licence, permission or consent granted to the Customer hereunder shall immediately terminate.

11.7  Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

12. NOTICES AND SERVICE

12.1  Documents under the Terms may be sent by email or post and proof of posting shall be deemed to be proof of receipt 1) in the case of email on the day of despatch; and 2) in the case of delivery by post 48 hours from the date of posting. Documents shall be sent to the last known address or email address given by each party from time to time and in the case of notices to IFX a copy must be sent by registered post to its registered office from time to time.

13. DATA PROTECTION

13.1  Both parties will comply with all applicable requirements of the Data Protection Legislation and the IFX Privacy Policy. This Clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this Clause, Applicable Laws means (for so long as and to the extent that they apply to IFX) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

13.2  The parties acknowledge that in the circumstances in which the Customer is not an individual and, therefore, not the data subject for the purposes of the Data Protection Legislation, the Customer is the Data Controller and IFX is both the Data Controller and the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

13.3  Without prejudice to the generality of this Clause, the Customer will ensure that where the Customer is not the data subject that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to IFX for the duration and purposes of the this agreement. Where the Customer is the data subject the Customer hereby consents to the use of their personal data provide it is used in compliance with the Data Protection Legislation.

13.4  Without prejudice to the generality of this Clause, IFX shall, in relation to any Personal Data processed in connection with the performance by IFX of its obligations under this Agreement:

13.4.1  process that Personal Data only for the purposes of this Agreement and/or to the extent required by applicable laws and regulations and on the written instructions of the Customer unless IFX is required by Applicable Laws to otherwise process that Personal Data. Where IFX is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, IFX shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit IFX from so notifying the Customer;

13.4.2  ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer , to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

13.4.3  ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

13.4.4  assist the Customer, at the Customer 's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

13.4.5  notify the Customer without undue delay on becoming aware of a Personal Data breach;

13.4.6  at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data;

13.4.7  maintain complete and accurate records and information to demonstrate its compliance with this Clause; and

13.4.8  IFX shall remain fully liable for all acts or omissions of any third-party Data Processor appointed by it pursuant to this Clause.

14. CONFIDENTIALITY

14.1  Confidentiality: Each Party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, customers or suppliers of the other party, except as permitted by this Clause.

14.2  Each Party may disclose the other party's Confidential Information:

14.2.1  to its employees, officers, representatives, sub-Contractors or advisers (where a Customer is not an individual) who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, sub-Contractors or advisers to whom it discloses the other party's Confidential Information comply with this Clause; and

14.2.2  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither Party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Agreement.

15. SEVERABILITY

15.1  If any Clause or Sub-Clause of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

15.2  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.

16. NO WAIVER

16.1  A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.2  A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

16.3  No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17. GOVERNING LAW AND JURISDICTION

17.1  The Terms shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

18. VARIATION

18.1  Except as set out in this Agreement, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

19. THIRD PARTY RIGHTS

19.1  Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

19.2  The rights of the Parties to rescind or vary the Agreement are not subject to the consent of any other person(s).

20. FORCE MAJEURE

20.1  Neither party shall be in breach of the Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

21. MEANS OF COMMUNICATION

21.1  The Customer shall contact IFX for any enquiries and support or for the purposes of notifications and/or transmission of information as may be required under this Agreement or the Applicable laws, including for the purposes of notification of loss, theft, misappropriation or unauthorised use of the Services, in accordance with the following:

21.1.1  Email - clientsupport@ifxpayments.com

21.1.2  Phone - +44 (0)20 7495 8888

21.1.3  Post - Client Support, IFX Payments, Weesperstraat 61, 1018VN Amsterdam

21.2  IFX shall contact the Customer for the purposes of notifications and/or transmission of information, as may be required under this Agreement or the Applicable Laws, in accordance with the contact details provided by the Customer during their on-boarding process.

21.3  Any communication, notification or similar between the Parties shall be exclusively in English.

22. GENERAL

22.1  Nothing in the Terms shall be deemed to create a partnership or joint-venture or agency relationship between the parties or confer any right or benefit to any third party.

22.2  A person who is not a Party to the Terms shall not have any rights under or in connection with it.

22.3  The Terms are the terms and conditions of this Agreement in force at the Effective Date and shall not be superseded or modified except with written consent by IFX.

22.4  No oral representation by IFX, its employees or agents shall be binding on IFX nor shall form part of the Terms.

22.5  Should any of the Terms be deemed unenforceable or illegal, the remaining terms will nevertheless continue in full force and effect.

22.6  The Customer warrants that it is acting as principal and has full legal capacity to enter into the Terms.

22.7 IFX shall have no liability to the Customer under the Terms if it is prevented or delayed in performing its obligations under the Terms from any acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of IFX or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers.

22.8  The Customer agrees that IFX may carry out any check as to the Customer’s financial or legal status as it deems fit.

22.9  In accordance with standard industry practice, IFX pays commission to the individuals and companies that introduce customers to us.

22.10  The parties agree and consent to the recording of telephone conversations between the parties or their representatives without an automatic warning tone. The parties agree to the use of any such recordings as evidence in any dispute or anticipated dispute between the parties.

The Customer may at any time, as long as this Agreement is in force, request a copy of this Agreement.

1 IFX is exercising its passporting rights under the second E-Money Directive and provides its Services by means of a 'Service Passport' to Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

SCHEDULE 1: MPAY SCHEDULE

MPAY SCHEDULE INFORMATION

GENERAL INFORMATION
Description of the main characteristics ibanq® mPay is a payments solution supported by our global network, offering a complete cross-border payments and receivables solution serving corporations, financial institutions and the public sector via a secure cloud-based platform. It supports payments in more than 100 currencies, via a flexible API Connector — without having to maintain local currency accounts. File integration with all the mainstream ERP systems is easily supported.
Information or unique identifier that must be provided by the Customer in order for a payment order to be properly initiated or executed Customers are set up with their unique ID once onboarded at IFX and login credentials to the platform provided.
Form and procedure for giving consent to the initiation of a payment order or execution of a payment transaction and for the withdrawal of consent Customers will initiate payment orders and corresponding transactions via 2 factor Strong Customer Authentication. The same 2 factor Strong Customer Authentication will be used with for withdrawal of payment orders.
The time of receipt of a payment order on receipt and cut-off time All currency and payment cut off times are provided at time of implementation and logic has been built into the platform to highlight these cut offs and timings.
Maximum execution time As soon as payment is initiated by the user the process to automated to book currency and make payment in accordance with both currency and payment cut off times.
Spending limits At time of client setup on the platform payment sizes, trades and no of payments are provided by the client so that the correct limits are provided

CHARGES, INTEREST AND EXCHANGE RATES
Charges, including those connected to the manner in and frequency with which information is provided or made available and, where applicable, a breakdown of the amounts of any charges All charges for use of mPay are specified at client signup in the Service Level Agreement.
(where different) fees, brokerage etc. Fees will be categorised as per below: Foreign Exchange Payments Fees Account Maintenance Client Implementation
Reference Interest Rates (if applicable) n/a
Reference Exchange Rates Exchange rates are provided in the platform and spreads pre-agreed with client by currency pair.

SCHEDULE 2: IBANQ

IBANQ SCHEDULE INFORMATION

GENERAL INFORMATION
Description of the main characteristics At the centre of IFX’s ‘smart banking’ solution is IBANQ. IFX issues unique bank account numbers and IBANs to IBANQ customers. These services are supported by a multi-currency wallet system, and settlement across the IBANQ network of accounts is instantaneous. All applications are hosted in the cloud. The technical basis is the PayGATE infrastructure, leveraging the building blocks of existing global payments and compliance capabilities within the system architecture. This is a transformational business capability, facilitating the real-time transfer of value globally. It is envisaged that were this concept replicated in Hong Kong and New York, using the same PayGATE infrastructure and business model, the combination of these geographies would result in a highly disruptive global, real-time banking and payments service. IBANQ Business (B2B) Banking and real-time payments/collections solution, for multinational MME/SME, e-commerce merchants, importers and exporters and their customers.
»» Pay suppliers instantly
»» Pay and collect in 50 currencies on a single multi-currency IBAN.
Information or unique identifier that must be provided by the Customer in order for a payment order to be properly initiated or executed Clients are set up with their unique ID once onboarded at IFX and login credentials to the platform provided.
Form and procedure for giving consent to the initiation of a payment order or execution of a payment transaction and for the withdrawal of consent Customers will initiate payment orders and corresponding transactions via 2 factor Strong Customer Authentication. The same 2 factor Strong Customer Authentication will be used with for withdrawal of payment orders.
The time of receipt of a payment order on receipt and cut-off time All currency and payment cut off times are provided at time of implementation and logic has been built into the platform to highlight these cut offs and timings.
Maximum execution time As soon as payment is initiated by the user the process to automated to book currency and make payment in accordance with both currency and payment cut off times.
Spending limits At time of client setup on the platform payment sizes, trades and no of payments are provided by the client so that the correct limits are provided

CHARGES, INTEREST AND EXCHANGE RATES
Charges, including those connected to the manner in and frequency with which information is provided or made available and, where applicable, a breakdown of the amounts of any charges All charges for use of IBANQ are specified at client signup and are subject to ongoing modification.
(where different) fees, brokerage etc. Fees will be categorised as per below: Foreign Exchange Payments Fees Account Maintenance Client Implementation
Reference Interest Rates (if applicable) n/a
Reference Exchange Rates Exchange rates are provided in the platform and spreads pre-agreed with client by currency pair.

SCHEDULE 3: BANKING WORLD SCHEDULE

BANKING WORLD SCHEDULE INFORMATION

GENERAL INFORMATION
Description of the main characteristics Banking world is IFX Payments on-line account management portal where clients will have access to their bank account(s), view balance(s) to make payments, carry our foreign exchange and access their account(s) statements for the account(s) that have with IFX Payments
Information or unique identifier that must be provided by the Customer in order for a payment order to be properly initiated or executed Clients are set up with their unique ID once onboarded at IFX and login credentials to the platform provided.
Form and procedure for giving consent to the initiation of a payment order or execution of a payment transaction and for the withdrawal of consent Customers will initiate payment orders and corresponding transactions via 2 factor Strong Customer Authentication. The same 2 factor Strong Customer Authentication will be used with for withdrawal of payment orders.
The time of receipt of a payment order on receipt and cut-off time All currency and payment cut off times are provided at time of implementation and logic has been built into the platform to highlight these cut offs and timings.
Maximum execution time As soon as payment is initiated by the user the process to automated to book currency and make payment in accordance with both currency and payment cut off times.
Spending limits At time of client setup on the platform payment sizes, trades and no of payments are provided by the client so that the correct limits are provided

CHARGES, INTEREST AND EXCHANGE RATES
Charges, including those connected to the manner in and frequency with which information is provided or made available and, where applicable, a breakdown of the amounts of any charges All charges for use of the Portal are specified at client signup via and are subject to ongoing modification.
(where different) fees, brokerage etc. Fees will be categorised as per below: Foreign Exchange Payments Fees Account Maintenance Client Implementation
Reference Interest Rates (if applicable) n/a
Reference Exchange Rates Exchange rates are provided in the platform and spreads pre-agreed with client by currency pair.

SCHEDULE 4: PERIODIC DISCLOSURES TO BE PROVIDED ON A MINIMUM 1 MONTHLY BASIS

PERIODIC INFORMATION TO BE PROVIDED ON PAPER OR VIA IFX ONLINE PLATFORM*
Reference enabling the payer to identify the payment transaction and, where appropriate, information relating to the payee. Banking world – IFX Payments online account management portal allows clients to view all activity on their account(s) on-demand with IFX payments where they will have the facility to download and print their account(s) statements.
Reference enabling the payee to identify the payment transaction and the payer, and any information transferred with the payment transaction. Banking world – IFX Payments online account management portal allows clients to view all payment activity on their account(s) on-demand, beneficiary(ies) paid with approval from the client with IFX payments where they will have the facility to download and print their account(s) statements.
The amount of the payment transaction in the currency in which the payer’s payment account is debited or in the currency used for the payment order. Banking world – IFX Payments online account management portal allows clients to view all debit activity on their account(s) 0n-demand, in GBP which is the base currency of the account(s). All FX transactions will also be reflected in GBP with the executed exchange rate and used for the instructed payment order approved by the client. The client with IFX payments where they will have the facility to download and print their account(s) statements.
The amount of the payment transaction in the currency in which the payee’s payment account is credited. Banking world – IFX Payments online account management portal allows clients to view all activity on their account(s) on-demand with IFX payments where they will have the facility to view all the incoming credit entries on their account(s) and they will have the facility to download and print their account(s) statements.
The amount of any charges for the payment transaction and, where applicable, a breakdown of the amounts of such charges, or the interest payable by the payer. IFX Payments will create a debit entry on a monthly basis as agreed with the client in the utilisation of their account(s). All FX charges are taken at the time of the execution.
The amount of any charges for the payment transaction and, where applicable, a breakdown of the amounts of such charges, or the interest payable by the payee. n/a
Where applicable, the exchange rate used in the payment transaction by the payer’s payment service provider and the amount of the payment transaction after that currency conversion. When a client executes a foreign exchange transaction on the banking world platform against their account(s) the rate from IFX Payments is quoted at the time of the transaction.
Where applicable, the exchange rate used in the payment transaction by the payee’s payment service provider, and the amount of the payment transaction before that currency conversion. n/a
The debit value date or the date of receipt of the payment order. n/a
The credit value date n/a

* Customer may nominate durable medium to receive periodic disclosures