Terms and Conditions

22 February, 2023

Version 1.0

12.4 Consent to Use of Information by Us

1. All information you provide to us could be made available to regulatory authorities in both the country of origin of the currency swap.
2. We are subject to various laws relating to AML/CFT. You consent to us disclosing, in connection with any of these laws, any of the personal information we may hold about you, , the owner of a Recipient Account. You agree that any personal information provided to us by you in relation to any of these individuals has been provided in accordance with the terms of this Agreement.

12.5 Freezing or Blocking the Transfer of Funds

In certain circumstances, we may freeze or block an account where we believe or are told that it is being, or has been used, in connection with actual or suspected Illegal Activities. Freezing or blocking can arise because of the account monitoring that is required by AML/CFT laws and or at the direction of a court, regulator or government authority. If this occurs, we are not liable to you for any consequences you may suffer or losses you may incur whatsoever and you agree to indemnify us for all losses, costs, expenses, claims and damages that we may suffer or be found liable for, in connection with the freezing or blocking of your account.

12.6 Right to Refuse to Provide a Service

We reserve the right to refuse to accept you as a Customer or to refuse to process any Transaction at any stage of our relationship if we reasonably believe the information you have provided to us is false or misleading or that a proposed Transaction may be connected in any way with Illegal Activities or may result in reputational harm or any other unacceptable business risk to us.

12.7 Reporting Obligations

We are obligated to report all suspicious activities and Transactions to the relevant authorities. In almost all instances we are not permitted by law to inform you of any such reporting.

13. Indemnities

13.1 Your Liability to Us

1. You agree to indemnify us for any losses, costs, expenses or fees we may incur as a result of your failure to perform any of your obligations under this Agreement. This includes any legal costs that we may incur in enforcing any of our rights or recovering any amounts due to us. You also agree to indemnify us for any fees, costs, duties and taxes charged by any third parties in relation to the Transactions you enter into, including fees or charges which may be charged by your Recipient Account’s bank, whether or not those fees or charges were notified to you in advance.
2. You agree to indemnify us (and our respective affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors and suppliers) from and against any and all claims, fines, civil penalties (including but not limited to regulatory fines for data breaches), losses, judgments, damages, liabilities, interest and expenses including, but not limited to, legal fees arising out of or in relation to any claim, action, or other proceedings brought by any third party that may arise out of or relate to: (i) any actual or alleged breach of your obligations, representations or warranties, as set out in this Agreement; (ii) your fraudulent, negligent, wrongful or improper use of the Services; (iii) your violation of any law, rule, or regulation of any country; (iv) any other party’s access and/or use of the Services using your Secure Details.

13.2 Our Liability to You

If we make an error and your funds are sent to the wrong Recipient Account, unless dealt with elsewhere in this Agreement, we will take urgent action at our own expense to recover the funds

14. Limitation of Our Liability

14.1 Liability Cap

1. Our liability to you for each and every Transaction is limited to the amountspecified in the Swap
2. If your funds are sent to the wrong account or otherwise fail to reach your Recipient Account as the result of a mistake made by us, we will credit your Recipient Account with the same amount of funds (subject always to your obligations under this Agreement), but that shall be the full extent of our liability to you in these circumstances.
3. If we cancel 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, but that shall be the full extent of our liability to you in these circumstances.

14.2 Where Our Liability to You is Excluded or Reduced

1. We will not be liable to you for loss incurred by you under this Agreement that is:
1. Non-financial loss including, but not limited to, loss for emotional pain or suffering;
2. Indirect, consequential or special damages or loss including, but not limited to, loss of business, loss of revenue, loss of profit, loss of income, loss of market share, loss of opportunity; loss of goodwill; loss of opportunity to realise a gain as a result of foreign exchange fluctuations; or loss of interest on funds, whether such loss arises in contract, tort (including negligence) or any other legal theory;
3. Suffered as a result of or in connection with a change in laws and regulations applicable to us;
4. Suffered as a result of or in connection with delay to the provision of the Services and where that delay was caused by circumstances outside of our reasonable control including, but not limited to delays caused by:
• The action or inaction of third parties to this Agreement including intermediaries on whom we rely on to provide the Services to you;
• Network or equipment failure, including failure, unavailability or defect to our online dealing platform; and
• The need for us to undertake further due diligence to meet our regulatory requirements and protect ourselves from unacceptable business risk;
5. Suffered as the result of or in connection to:
1. Your own mistake; or
2. Your own network or equipment failure;
6. Incurred when you have acted or whilst you are acting:
1. Fraudulently, with negligence or gross negligence; or
2. In breach of any of the terms of this Agreement.
2. Our liability to you will be proportionately reduced to the extent that:
1. We could not reasonably have predicted your loss;
2. We have acted in accordance with our obligations under this Agreement; or
3. we have acted in accordance with our obligations under laws and regulation applicable to us in relation to this Agreement.

15. Warranties

15.1 Your Warranties

You agree that the following statements are true and accurate, and you acknowledge that we may refuse to process, or cancel, any or all Services and Transactions, if we find at any stage that they are not true and accurate:

1. You are over the age of 18,
2. You have full authority to enter into this Agreement and to instruct the Services under it;
3. You are the owner or beneficial owner of the funds being transferred (or otherwise have the right to transfer the funds in accordance with this Agreement);
4. You are a Personal Customer;
1. You are resident in the country in which you are transacting.; and,
2. you will not use your account for business, commercial or merchant transactions.

15.2 Our Warranties

1. We represent and warrant that:
1. we have the right, power and authority to enter into this Agreement and to perform all of our obligations under it;
2. the Services will be provided in accordance with generally accepted industry standards;
3. we have used, and will continue to use, reasonable commercial efforts to provide the Services and to protect your account and funds.
2. We will make every effort to process Transactions in a timely manner, but we make no guarantees or warranties regarding the time it takes to complete a particular Transaction because our Services are dependent upon many factors outside of our control. Additionally, we do not have any control of, or liability for, any acts or omissions of the bank where the Recipient Account is held or any goods or services that are paid for using our Services.
3. Whilst we make every effort to provide our Services to you with the utmost care and diligence, we do not warrant or guarantee that the Services will meet your requirements; that the Services will be available at a particular time or location; that the Services will be uninterrupted, error-free, without defect; that any defects or errors will be corrected; or that the services are free of viruses.

16. How We Use Your Information

16.1 Privacy Policy

You acknowledge that the terms of the Privacy Policy as disclosed to you, and as may be amended from time to time, forms part of the basis upon which we provide Services to you. The following provisions apply contractually between you and us in relation to privacy and data protection. You acknowledge and agree that we may use, store, retain and otherwise process information, including personal information, or data provided by you in connection with this Agreement, in line with any Data Protection and Privacy laws that may apply or as may have been disclosed to you during the onboarding process and as set out in these terms.

16.2 Recipients and Authorised Users

You acknowledge that, to provide our Services to you, we may need to obtain personal information about your Authorised Users, your Recipient Account holders and other people involved in your. You agree to provide us with the information that we request and you agree that, in relation to any information you give us about other people, you have disclosed to the individual/s concerned that we will collect, use and disclose their information in accordance with this Agreement. You acknowledge that if you refuse or fail to provide any requested information relating to your Authorised Users, Recipients and / or any other relevant third party that we may not be able to process your Transaction.

16.3 Biometric Information

When you sign up for an IRIS account, you will provide certain Biometric Data. IRIS uses a third-party service provider to collect and store your Biometric Data for the purposes of identifying you. IRIS does not collect, capture, receive or otherwise obtain your Biometric Data without notifying you in writing in advance or without your consent or the consent of your legally authorised representative. You may decline to provide your Biometric Data. However, if you decline to provide Biometric Data, we may not be able to provide Services to you

16.4 Consent to Access Credit Reference Reports

You acknowledge and agree that we may access any electronic databases we deem necessary to assist us to identify you and to assess your creditworthiness. You agree that we may obtain, use, and retain information about you that we have obtained from any business that provides information about the creditworthiness of individuals, including a consumer credit report from a credit reporting agency. In doing so, we may give information about you to a credit reporting agency for the purpose of obtaining a consumer credit report about you and allowing the credit reporting agency to create or maintain a credit information file containing information about you and you accept and agree that this may create a credit “footprint” on your file with any such credit reference agency.

16.5 Protecting Your Information

We collect and store all information electronically and take all reasonable steps to protect information from unauthorised access, but we cannot accept liability for unauthorised access or use of your personal information or Secure Details where you have failed to keep your personal information or Secure Details safe.

16.6 Retaining your Personal Information after Termination

We will be legally obligated to use your information for other purposes, for example, to keep records to meet our regulatory obligations, following termination of this Agreement. If you withdraw any consent provided to us, we may not be able to continue to provide Services to you, but we will be required to retain your Personal Information for as long as may be necessary to meet any regulatory requirements.

17. Changes to this Agreement

17.1 Making Changes to this Agreement

1. We may make changes to this Agreement for several reasons including, but not limited to, changes in:
1. The Services we offer or introducing a new Service,
2. Technology, the banking system or industry,
3. Expected changes, to laws or regulations,
4. our costs, or,
5. how we need to operate to manage our business sustainably over the long term.,
2. We will notify you of any changes by posting an updated version of this Agreement on our Website.
3. The amount of notice we provide will depend on the type of changes we are making.
4. This will not affect any rights or obligations you already have, but you will be bound by the new terms when you enter any Transactions after the changes have been made to this Agreement.

17.2 Accepting Changes to this Agreement.

If you do not tell us that you want to terminate this Agreement before the change happens, we will treat you as having accepted the change.

18. Termination of this Agreement

18.1 When We Can Each Terminate

1. This Agreement will remain in effect until it is terminated by you or us.
2. By You, You may terminate this Agreement at any time without charge by notifying us in writing or telling us (we may ask you to confirm this in writing), providing all funds owed to us have been paid. Any Transactions or Services that have been requested, prior to termination, will be completed prior to termination taking place.
3. By Us, We may terminate this Agreement, by providing notice to you of our intention to do so, at any time. Where there is a specific notice period in respect of our decision to terminate, it is listed in the Country Section at the end of this Agreement, otherwise we will provide prior notice. We may also suspend or limit your access to our Services, or we may terminate this Agreement on shorter notice, or immediately, if we reasonably believe that:
1. You have seriously or repeatedly broken the terms of this Agreement,
2. You have given us false or misleading, incomplete, incorrect, or inaccurate information,
3. You are no longer eligible for a Service,
4. A Service you have requested is, we believe, connected to, or allegedly connected to fraud, money laundering, terrorist financing, tax evasion, or any other Illegal Activity,
5. not doing so would mean we may break any law, regulation, code, or other duty that applies to us,
6. not doing so may expose us to claims by third parties,
7. You have been threatening or abusive towards any of our people,
8. Your account is dormant (i.e., you have not used any of our Services for more than 24 months),
9. 9. not doing so could otherwise expose us (or any of the IRIS companies) to legal or regulatory action,
10. In the event of your death or loss of mental capacity; or
11. You become bankrupt, or we reasonably believe that you are insolvent or at risk of insolvency.
4. In the event of any of the above, you must still pay us any funds due to us in relation to any Transactions and / or Services.

18.2 Final Settlement

For the purposes of this clause the following defined terms apply.

“Close-out Amounts” means the losses we would incur or gains we would realise on the Termination Date in replacing the material terms and option rights of the parties under a Transaction. We may consider any of the following in determining the Close-Out Amount:

1. quotations for replacement Transactions from third parties.
2. third party market data; or
3. internal quotes or market data.

We may determine Close-out Amounts for groups of Transactions if they are all accounted for. Unpaid Amounts and Expenses in respect of Terminated Transactions are excluded from the Close-out Amount calculation. “Expenses” means any amounts incurred by you or us in enforcing and protecting the rights under this Agreement.“Termination Amount” means the sum of:

1. the Close-Out Amounts; plus
2. any Expenses; plus
3. any Unpaid Amounts due from you to us; minus

“Termination Date” means the date on which a Transaction is cancelled.“Unpaid Amounts” means all amounts (excluding the Termination Amount) that have become payable by one party to the other under this Agreement and which remain unpaid as at the Termination Date.

1. When a Transaction is cancelled or this Agreement is terminated, for any reason, we will calculate the Termination Amount on the date of such cancellation/termination.
2. Where the Termination Amount is an amount owing to us, it will be immediately due and payable to us. You agree to pay the Termination Amount within 7 days of being notified by us of the total amount due.

19. Legal Disputes

19.1 Legal Action

We may be required to respond to and comply with valid legal orders affecting you. As a result, we may take certain actions such as suspending payments, freezing accounts, releasing your funds, or disclosing data or information about you or your Transaction, to the extent we are required to do so, to a court, a regulatory body, government agencies or other enforcement authorities. Unless prohibited by applicable law or regulatory requirements, we will make reasonable efforts to notify you of any such action. You acknowledge that we do not have any obligation to contest or appeal any legal requirement which may involve you. We are not liable for any losses, whether direct or indirect, that you may incur in relation to our response to, or compliance with, a legal requirement.

19.2 Recovery of Money Payable by You

You acknowledge that nothing in this Agreement shall prevent us from taking immediate legal action for monetary damages, interim or permanent relief, approaching a court for an urgent injunction or to appeal the decision of an arbitrator or to recover any funds due as a result of the cancellation of a Transaction or termination of this Agreement. You hereby expressly submit to the exclusive jurisdiction of any such court of law.

20. How to Make a Complaint

For details of our internal complaint handling procedures please refer to our Complaints Policy which can be found on our website. Alternatively, you can ask us to send you a copy using the Contact Us details below.

21. Electronic Communications Consent

1. As an online service, most of our communications with you, including but not limited to Transaction Confirmations and updates to agreements and disclosures, will be provided to you in electronic format, unless otherwise required by applicable law or in accordance with your stated preferences at the time of registration of your account with us. We will provide these communications to you by posting them on our Website or by emailing them to you at the email address listed in your account. You agree and consent to receive such communications in electronic format (please note that consent to communications for marketing purposes is treated separately and you have the right to “opt out” of such communications). You further agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy. You may withdraw your consent to receive all communications electronically at any time by contacting us (see Contact Us details below) but if you do so, you will no longer be able to use our Services, unless we agree otherwise.
2. You may print and retain a copy of all our communications if you so wish.
3. If your contact email address changes, you must notify us.

22. Intellectual Property

1. All intellectual property, including but not limited to our logo, Secure Website and mobile app are owned by us or third parties, and all right, title and interest relating to them shall remain our property, or that of our subsidiaries, and/or any such other third parties.
2. Our Secure Website, mobile app and Services may be used only for the purposes permitted by this Agreement. Unless you have our express written consent, you are authorised to view and retain a copy of the pages of our Secure Website and mobile app for your own personal, non-commercial use only. Other products, services and company names appearing on our websites or mobile application may be trademarks of their respective owners.

23 Other Important Terms

23.1 Which Laws apply?

For information on which country’s laws apply to this Agreement and where you may bring legal proceedings, please see the Country Section below.

23.2 Notices

Where notice in writing is required under this Agreement, it may be sent by post or email. Proof of posting will be proof of receipt; in the case of email on the day of dispatch or in the case of delivery by post, 48 hours from the date of posting. Documents shall be sent to the last known postal address or email address you have provided to us.

23.3 Remedies and Waivers

Any failure by you or us to exercise any right or provision under this Agreement will not affect the right to enforce the same right or provision on a future date and will not affect any other rights under this Agreement, nor will it affect any right or remedy either of us may have under any applicable law or regulation, unless expressly stated otherwise.

23.4 Transfer of Obligations Under this Agreement

Unless you have our express written consent (not to be unreasonably withheld), the rights and obligations under this Agreement may not be transferred by you. This Agreement is with you, the Customer, and we have no obligations to any other party. We may transfer this Agreement to any third party, providing we tell you in advance.

23.5 Severability

If any term under this Agreement, whether in full or in part, is found to be illegal, invalid, or unenforceable, under any law or enactment, it will no longer form part of this Agreement. That will not affect the legality, validity, or enforceability of the rest of this Agreement which will otherwise remain in full force and effect.

23.6 Headings Used

The headings used to identify this Agreement’s provisions, do not have any substantive meaning or interpretative value.

23.7 Entire Agreement

Except where expressly stated otherwise, this Agreement will prevail over any conflicting policy or agreement and supersedes all prior agreements or understandings you may have with us.

23.8 Force Majeure

Where we are prevented from providing the Services because of telecommunications or utility failures, equipment failures, labour strife, riots, war, terrorist act, pandemics, unforeseen government-imposed restrictions, fire or other acts of nature or any other circumstances outside of our reasonable control (a “Force Majeure Event”), we will be relieved of our obligations under this Agreement.

23.9 Market Disruption

If, in our reasonable opinion, a Market Disruption occurs after we have provided you with a quote, we may revise any fee onany of our Services, with immediate effect, until we reasonably determine the period of Market Disruption has ended.

23.10 No Partnership or Agency

Nothing in this agreement is intended to, or shall operate to create a partnership between the you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of, or to otherwise bind the other, in any way including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.

23.11 Survival: Clauses that Remain Valid

Upon termination of this Agreement for any reason, the following sections of this Agreement, shall remain in effect: Indemnities; Limitation of Our Liability; Warranties; How to Make a Complaint, Entire Agreement Survival: Clauses that Remain Valid.