Client Agreement – Corporate
THIS AGREEMENT is entered into between Payline by ICE Limited Partnership (referred to as “Payline”) and the corporation viewing these terms and conditions (referred to as the “Client”).
A Deal, meaning the Client agrees to buy or sell currency using Payline, can be booked either online or by calling the toll-free number for our Trading Desk. In order to complete a Deal online using Payline the Client must click the Book Deal button on the Payline platform. Once the Client clicks the “Book Deal” button the Client will have accepted the Deal and it will be a binding obligation. All incoming wires received by our correspondent banks, for the Client, will incur a $10 fee. All outgoing payments will incur a $10 fee. Any payments submitted by the Client without an associated FX Deal will incur a fee up to $50, depending on the method of transfer requested.
The Client will be responsible for each Deal that is entered into, including any Deal that is entered into by any person who uses a password without proper authorization. However, the Client will not be responsible for any unauthorized Deal that is entered into after the Client has given Payline written notice by mail, courier or fax (in the manner described below) to cancel a user’s password.
If for any reason the Client requests to cancel a Deal that has been entered into, the Client must notify Payline immediately by calling the customer support number. Under certain circumstances, Payline may be able to cancel the Deal, and Payline will use all reasonable best eﬀ orts to cancel the Deal. However, the Client understands that once the Deal has been entered into, the Deal is a binding obligation and the cancellation of any such Deal will be entirely within the sole and absolute discretion of Payline. In addition, for any Deal that is canceled by Payline, the Client will be liable to Payline for any breakage costs and other expenses that may be incurred.
The terms of each Deal will be set out in the Deal confirmation presented to the Client on the Deal confirmation screen following the acceptance of the Deal. The Deal confirmation is evidence of the terms of a completed Deal. In addition, an automatically generated email confirmation is sent to previously specified users each time a Deal is booked. The Deal will not be invalidated if for any reason the Deal confirmation is not presented to the Client by Payline or the email confirmation is not received, including, as a result of any computer malfunction or email blocking filter. If for any reason the Deal confirmation is not presented to the Client, the records of Payline with respect to that Deal will constitute conclusive evidence of the terms of the Deal. If a Deal confirmation is not presented to the Client for any reason, the Client should notify Payline immediately by calling the customer support number, and Payline will provide the Client with a confirmation setting out the terms of the Deal.
The terms of each Deal set out in the related Deal confirmation are incorporated into this Agreement and form a part of this Agreement. This Agreement and the terms of each Deal together form the agreement between the Client and Payline and together constitute a single agreement between the Client and Payline. If there is any inconsistency between this Agreement and a Deal confirmation, the Deal confirmation will govern.
Once a Deal has been entered into, the Client must make each payment or delivery in the currency, in the amount, on the date and in accordance with the settlement instructions for the Deal, as set out in the related Deal confirmation. The Client must ensure that any account from which the payment obligations under a Deal are to be made contain sufficient cleared funds to settle the Deal on the value date for the Deal. If the account does not contain sufficient cleared funds to settle the Deal, the Client will be liable for any resulting fees payable with respect to the account in accordance with the terms under which they hold such an account. In addition, if the Client fails to settle the Deal on the value date for the Deal, Payline may, without limiting any other remedies that it may have, and in its absolute discretion, cancel the Deal, in which case the Client will have to reimburse Payline for any breakage costs and other expenses incurred by Payline to cancel the Deal.
If the Client selects a value date for the settlement of a Deal and that date is not a business day in the Province, State or Country in which any of the accounts from which the Client will be making or receiving payment for a Deal resides (that is, if the account is maintained at a branch in that province or state), the value date for the Deal will be the first day following the value date that the Client selected that is a business day in each of the Province’s in which such accounts reside, notwithstanding anything to the contrary in the Deal confirmation.
Payline cannot control nor be responsible for the time it takes Financial Institutions t credit or debit accounts. In the event that a transaction is processed on the next business day for whatever reason, Payline shall not, in the absence of gross negligence or willful misconduct, be responsible for failure, delays or errors in the completion of the transaction and Payline shall have no liability for any subsequent damages.
In the event of any of the following: sufficient funds are not available at the time of collection, payments are rejected due to lack of information, incorrect information is provided by the client to Payline or investigations are initiated at the request of a client, it will remain the responsibility of the client to cover these costs. Costs will range between $20.00 and $50.00, charged in the base currency of the client and be dependent on the type of rejection. It will remain the responsibility of a Payline employee to take reasonable measures, verbally or written, to notify the client of any costs. In the event that further action is required to ensure collection, it will be the responsibility of the client to pay the amount owed to Payline including any accrued interest at a rate of 15% P/A.
Authority to Deal
The Client has provided Payline with a list of one or more Principals who intend to purchase or sell currencies on behalf of the Client. The Principal represents that they, and any Authorized Party, have full discretionary authority to purchase and sell currencies on behalf of the Client and that each Deal entered into on behalf of a Client will be enforceable by Payline against the Client in accordance with its terms. The representations are deemed to be repeated on each date on which an authorized Party enters into a Deal on the Client’s behalf. The Client will indemnify and hold harmless Payline from and against all claims, costs, losses and expenses incurred by Payline arising out of, or in respect of, any claim that an Authorized User was not authorized to enter into a Deal on their behalf and/or provide Payline with settlement and delivery instructions for completed Deals. Authorized Parties will either be Principals or will be deemed acting under the direct authority of the Principal. This indemnity will survive the completion of any Deal or the termination of this Agreement.
The Client has the option to provide Payline a list of Authorized Parties who may book Foreign Exchange transactions, issue payment and settlement instructions and send acknowledgments to Payline by email, phone, and fax or in person on the Client’s behalf. Any restrictions on an authorized party to deal with Payline previously communicated by the Client to Payline are deemed to supersede the representation in this Agreement as to that Authorized Party’s authority to enter into Deals.
Online access “username and password” used by the Client’s Authorized Parties shall be relied upon by Payline as an action of the party. If there is any belief that a username has been compromised it is the responsibility of the Client to notify Payline in writing. In the event that Payline suspects that electronic access information is shared, thereby breaching the authority to deal clause of this document, Payline has the right to suspend electronic access and/or terminate the business relationship with the Client. For Clients notifying Payline by email, it is expected that the Client will take all reasonable measures to ensure the security of all email accounts used as stated above to prevent fraudulent use. The security of the Client’s email accounts is beyond the ability of Payline to address, and the Client is solely responsible for the security of their email accounts.
Payline may maintain a database of all the instructions entered into the Payline online platform. Payline’s records will be conclusive and binding on the Client in any dispute, including in any legal proceeding, as the best evidence of the Deals using the Payline platform, in the absence of clear proof that Payline’s records are erroneous or incomplete.
Payline will not be liable to the Client as a result of any payment that it makes pursuant to incorrect settlement or delivery instructions provided by the Client when using the Payline online platform.
If the Client fails to make a payment or delivery when due under this Agreement or under a trade, Payline may without prior notice set-oﬀ any amount owing by the Client to Payline under this Agreement or under a Deal, against any amount owing by Payline to the Client, whether or not the amount is owed to the Client under this Agreement or under a Deal.
Certain market information provided through Payline has been independently obtained from various Information providers through sources believed to be reliable. Neither Payline nor the information providers guarantee the timeliness, sequence, accuracy or completeness or fitness for a particular purpose of any market information provided through Payline. The market information may include views, opinions and recommendations of individuals or organizations. The Client understands that neither Payline nor the information providers necessarily endorse such views or opinions, or are providing any investment, tax, accounting or legal advice to the Client by including such market information.
Limitation of Liability
Payline will not be liable to the Client for any loss, costs or damages which may incur as a result of their use of the Payline platform or if the Payline platform is not available, including if for any reason it is not available during its normal hours of operation. For example, and without limitation, Payline will not be liable:
- for communication malfunctions that affect the accuracy or timeliness of messages or instructions between the Client and Payline and/or which prevent messages from being transmitted in whole or in part;
- if the Client makes a mistake when entering information when using the Payline platform;
- if any person fails to log oﬀ a personal computer and an unauthorized Deal is entered into using the Payline platform;
- if, for any reason, the Client cannot access any part of the Payline platform or the platform does not function or is not available; or
- for any harm or loss to the Client’s personal computer records or data.
Payline will not be responsible for any loss, damages or injury suffered by the Client by reason of any act or omission in the course of or in connection with the operation of any Electronic access device. Inaccurate rates posted on the Payline platform will not be honoured.
Service Modifications and Interruptions
Payline may modify any or the entire Payline platform at any time. The Payline platform may periodically be unavailable to the Client during its normal hours of operation in order to allow for maintenance, updates or other cause. Payline will not be responsible for delays or failures in performance resulting from acts beyond its reasonable control. Such acts include but are not limited to, acts of God, strikes, postal interruptions, lockouts, riots, acts of war, epidemics, fire, communication line failures, power failures, equipment or software malfunction, earthquakes or other disasters.
This Agreement is in addition to, and not in substitution of, any other present or future agreement between the Client and Payline.
Changes to this Agreement
Upon prior notice to the Client, which may include communication via the Payline platform, Payline may amend any provision of this Agreement at any time, and the continued use of Payline after the date of any such amendment will constitute for all purposes of the agreement and consent to such amendment.
Payline may terminate this Agreement at any time without notice. The Client may terminate this Agreement at any time by notifying Payline in writing in accordance with the paragraph below.
Termination of this Agreement by either Payline or the Client will not aﬀect any trades that were entered into prior to such termination, in respect of which this Agreement shall continue until all obligations under those Trades have been performed.
In the event that an account is inactive for longer than 1 (one) year from the last transaction, Payline reserves the right to deactivate the account without notice. In the event that additional information is requested in order to update a trading account, it is the responsibility of the client to provide Payline the requested information. In the event that the information is not received within 7 (seven) business days of the written request, Payline reserves the right to deactivate the account until the information is received.
Compliance with the Proceeds of Crime (Money Laundering) Act & Regulations
The Client understands that Payline will comply with the requirements for the ACT as under:
- Individual account information will be collected in accordance with the ACT.
- Payline will not accept any third-party transactions unless full details are provided for the third party’s identity to the satisfaction of the compliance department of Payline.
- Transactions of amounts stipulated in the regulations will be reported to FINTRAC (www.fintrac.gc.ca).
- Reporting of transactions and retention of customer records for all transactions will be compiled and stored as stipulated by the ACT.
The Client hereby certifies that it is acting, as a principal, for and on its own behalf and not on behalf of a third party.
Notices and Communication of Instructions
Notices, which the Client may need to deliver to Payline, must be delivered by mail, courier or fax as follows:
Payline by ICE Limited Partnership
Suite 315-877 Goldstream Avenue Victoria, B.C. V9B 2X8
Phone: (250) 483-4795
Fax: (250) 412-0252
Any notice will be deemed effective:
a. if delivered by mail, on the date it is received by Payline,
b. if delivered by courier, on the date it is delivered to Payline, and
c. if delivered by fax, on the date that transmission is received in legible form by Payline.
Payline may, but is not obliged to, rely and act upon telephone, fax and any other electronically transmitted instructions from or purporting to be from a person authorized by the Client and which Payline believes in good faith to be genuine. Payline shall not, in the absence of gross negligence or willful misconduct, be responsible for failure, delays or errors in the receipt of such instructions and Payline shall have no liability for consequential or special damages.
Language (Quebec residents only)
The Client confirms that they have requested this Agreement and all related documents to be drawn up in the English language only. Vous confirmez avoir exigé que ce contrat et tous les documents s’y rapportant soient rédigés en anglais seulement.