Call: +44 (0)1491 577550

Email: enquiries@satworldwide.co.uk

SAT Worldwide Terms & Conditions

Standard Terms and Conditions of business for the supply of foreign exchange services

1. Definitions

“Account” means the bank account notified by the Client to the Company into which any sums due from the Company to the Client pursuant to any Trade will be paid.

“Agreement” means any agreement between the Company and the Client incorporating the Conditions.

“Application Form” means the document here to attached signed by both parties for the supply of foreign exchange Services.

“Client” means any person, persons or company that duly completes, signs and delivers to the Company the Application Form supplied with these conditions.

“Conditions” means these Terms & Conditions.

“Contract Note” means the Company written document setting out the details of the Trade that will be sent to the Client following Trade Confirmation.

“Company” means SAT Worldwide Ltd (Reg. number 5972151) whose registered office is Adam House, 71 Bell Street, Henley-on-Thames, Oxfordshire, RG9 2BD and is regulated for the purposes of Money Laundering Regulations by Her Majesty’s Revenue and Customs (HMRC) and as such is obliged to report knowledge or suspicion of money laundering in accordance with the Proceeds of Crime Act 2002 (Reg. number 12251701).

 “Deposit” means the advance payment required by the Company from the Client in advance of each Trade.

“Foreign Currency” means any currency that the Company can purchase on behalf of the Client.

“Forward Trade” specifies a transaction where the Value Date is later than two days after the instruction.

“Margin Call” means a request by the Company to the Client to provide additional amounts as it may reasonably require on account of an adverse exchange rate movement between the date of the contract and the Value Date.

“Nominated Account” means the bank account nominated by the Company from time to time into which Sterling and/or the Deposit will be paid into.

“Regular Payment Contract” means the method used by the Company for Clients to transfer funds overseas on a regular basis at a fixed exchange rate.

“Regulations”means the Payment Services Regulations 2009.

 “Service” means any foreign exchange Service provided by the Company being regular, one off or ad hoc transactions to the Client pursuant to these conditions, and includes execution of a Trade on the Client’s behalf.

“Specified” means the currency amount that is agreed on the Application Form or by other means agreed by both parties.

“Spot Trade” means a transaction where the Value Date is two days after the instruction.

“Sterling” means the unit of currency for the United Kingdom.

“Trade” means each transaction by the Client to purchase foreign currency and the delivery of such currency.

“Trade Confirmation” means when the Company confirms the details of the Trade to the Client.

“Trust Account” segregated account where all Client funds are sent which is separate to the Company’s business accounts.

“Value Date(s)” means the date(s) specified by the Company, and agreed by the Client, for receipt of the Client funds for their regular payments.

“Working Day” means 09.00 to 16.00 on any day when the clearing banks are open for business in England.

2. The Service

The Company’s Service is subject to these terms and conditions of business.

2.1 The Client agrees that all transactions are for commercial purposes only and for non-speculative purposes only and that they have full authority to instruct the Company to perform the Service that, in doing so, they are acting as principal only and not as an agent for any third party whose identity has not been disclosed to the Company at the time of the Service.

2.2 The Client agrees to send Specified amounts of Sterling to the Company on Value Dates for physical delivery of the purchased currency for each trade as stipulated by the Company.

2.3 All funds sent by the Client to the Company will be sent to Trust Account(s) where funds are held separately from the Company main bank accounts.

2.4 In all matters relating to Trade, transactions or any information obtained from the Company in connection with or relating to this Agreement, the Client shall rely solely on their own judgement in determining that the transaction is suitable for their purposes. Although the Company may provide the Client with information concerning the foreign exchange markets, the Client shall not place any reliance on the Company’s opinion of the merits or otherwise of any currency transaction, taxation matters or comments made concerning investment products or market or other matters whatsoever.

2.5 Notwithstanding clause 3.1, the Company reserves the right to require written confirmation of any Trade or Client Instruction.

3. Instructions

3.1 The Client will instruct the Company to perform the Service orally and/or in writing. The Company will not be obliged to perform the Service and may refuse to do so without giving any reason. The Company will have no liability to a Client for any resultant loss or damages suffered by the Client or any other party as a result of the Company’s refusal. No agreement, if accepted by the Company, will constitute a separate severable agreement.

3.2 The Client acknowledges that the Company may record and store all telephone conversations with or without an automatic warning tone. The Company reserves the right to produce and store a transcript of the recorded telephone conversation and use either the transcript or the recording of the telephone conversation for the purposes of verifying the details of a Trade to resolve any disputes between the Client and the Company in respect of the Service.

3.3 The Client will be solely responsible for ensuring that the details they supply to the Company to enable the Company to perform the Service, including without limitation the Client’s contact details, the details of any Trade and the Account are true and accurate and that the Client will not withhold or omit any information that would render those details false or inaccurate. The Client agrees to notify the Company immediately they become aware of any error or change in details they have supplied to the Company.

3.4 The Client agrees that they will, on request, supply the Company with all the information and documentation necessary to enable the Company to comply with relevant legislation or rules pertinent to the Service.

3.5 The Client will supply on request a specimen signature. A signature substantially resembling the specimen will be sufficient for the Company to authenticate an instruction as being from the Client.

3.6 In the event of more than one individual completing the Application Form for the Service then the Company may accept instructions from any of the stipulated individuals, each of whom will be a Client that is jointly and severally liable to the Company pursuant to these Terms and Conditions.

3.7 The authorised persons named on the Application Form supplied with these conditions are authorised by the Client to give instructions for the Service procured from the Company on behalf of the Client (“authorised persons”).

4. Financial Provisions

4.1 For all Spot Trades, the Client shall pay into a bank account specified by the Company on such date or dates as the Company might direct, but no later than two Working Days immediately preceding the Value Date, the amount specified by the Company as full payment for the Trade.

4.2 For all Forward Trades the Client will be required to pay a percentage of the total transactional amount as a Deposit as specified by the Company into the Nominated Account in cleared funds. The Client shall pay all funds as detailed in the Contract Note into the Nominated Account not later than two Working Days before the Value Dates of the particular Trade.

4.3 The Client can only agree a Forward Trade once the Deposit has cleared in the Nominated Account. If, in the event that, the Client doesn’t wish to Trade, the full Deposit will be returned to the Client and paid in to the Client’s bank account from which payment was received within three Working Days.

4.4 The Company reserves the right to make a Margin Call to re-establish the Deposit amount to the original percentage level agreed for the particular Trade if the Deposit subsequently falls below that threshold. The Company reserves the right to make a Margin Call in excess of the original percentage level agreed for any particular trade as set out below;

4.4.1 if the initial Deposit of 15% falls to below 10%

4.4.2 if the initial Deposit of 10% falls to below 5%

4.5 In the event of a Margin Call being made the Client shall pay all those monies required pursuant to the Margin Call in cleared funds into the Nominated Account within twenty-four hours of the Company first communicating the Margin Call to the Client. The Clients failure to do so will be a fundamental breach of these Conditions and shall entitle the Company without prejudice to any other remedy available, to immediately and without notice to the Client terminate the Trade without liability.

4.6 In the event of the Client being unable to complete the full term of the Service provided by the Company, the Company reserves the right to deduct any losses incurred by closing the Trade before the final Value Date from the Client’s Deposit. If, once the Trade has been closed, there is any outstanding Deposit remaining, this will be returned to the Client from the remaining Deposit as mentioned in Condition 4.5.

4.7 For the avoidance of doubt, no onward payments will be made until funds received by the Company have cleared. The Client shall allow at least five Working Days from receipt by the Company for payments to become cleared funds.

4.8 Banks have specific cut off times for the receipt and dispatch of electronic payments. The Company accepts no responsibility for and shall have liability in respect of any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank.

4.9 The Company reserves the right to charge the Client interest in respect of the late payment of any sum due under the agreement between the parties and attached to these terms and conditions (“Agreement”) at the rate of five percent per annum above the Bank of England base rate ruling from time to time from the due date therefore until payment.

4.10 All funds provided by the Client under an agreement (whether as security or otherwise) may be appropriated by the Company in the event that the Company incurs any liability, is exposed to increased market risk (as the Company in its discretion may decided) in respect of any Trade or in the event that the Client is unable to pay its debts or fails to comply or breaches these Conditions.

5. Duration/Termination

5.1 The Company shall have the right to close out all or pay off any Trade from the market without notice to the Client of the Client’s liability upon or at any time after the happening of any of the following events:

5.1.1 the Client fails to make any payment for a Service when due and in accordance with these Conditions;

5.1.2 the Client materially breaches any of these conditions or fails to comply with their obligations to the Company in respect of a Trade or is materially in breach of any statute, regulation or rule of law governing these terms and Conditions;

5.1.3 it becomes or may become unlawful for the Company to maintain or give effect to all or any of the obligations under these conditions or otherwise to carry on it’s business, or if the Company is requested to close out a Trade (or any part thereof) by any regulatory body or other authority that has jurisdiction over the Company’s activities whether or not the request is legally binding, or if the Company in its absolute discretion considers it desirable or necessary to do so for its own protection;

5.1.4 the Client becomes unable to pay their debts as they become due or has a bankruptcy petitioned against them or the Client proposes a form of composition or arrangement to their creditors. The Client becomes insolvent, or is placed in receivership, administration or goes into liquidation (other than for the purposes of a solvent amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement)

5.2 If the Client becomes aware of the occurrence of any event referred to in Clause 5.1, they shall give the Company immediate notice orally and subsequently in writing of such event forthwith.

6. Liability

6.1 The limitation and exclusion of liability is set out on the basis that the Client is aware of the volatile nature of the foreign exchange market and the speed with which the currency markets change.

6.2 The Company will not be liable to the Client for any claim that arises as a result of currency fluctuation between the Trade confirmation and Value Dates.

6.3 The Company shall not be liable to the Client for any liability arising out of any Trade or Agreement pursuant to these Conditions by reason of any cause including contract, tort, or otherwise save for direct damages caused by the negligence of the Company in the performance of a Trade.

6.4 Notwithstanding anything in the Agreement, under no circumstances shall the Company be liable for any loss of profits, goodwill, anticipated savings, loss caused by the failure or delay of any third party in the transmission, provision or delivery of any Service or any special, indirect, incidental or consequential loss regardless of the form of action (including loss or damage suffered by the Client as a result of an action brought by a third party) and even if such loss was reasonable foreseeable or the Company was advised as to the possibility thereof.

6.5 The Client hereby indemnifies and will keep the Company indemnified against any and all liabilities incurred by the Company in the proper performance of the Services and the enforcement of its rights hereunder and in particular, without prejudice to the generality of the foregoing, in respect of all amounts necessary to compensate the Company for any and all liabilities sustained or incurred by the Company (including, but not limited to, the Company’s loss of profits) as a result of or in connection with:

6.5.1 any default payment by the Client of any sum under the Conditions when due;

6.5.2 any breach by the Client of clause 2.1;

6.5.3 the Company doing and taking all reasonable actions and steps to carry out the terms of any Client instructions to perform the Service, whether oral or written, from or purporting to be from an authorised person pursuant to and in accordance with Condition 2 above, or;

6.5.4 The Company exercising its right under Condition 5.1 to close out all or any part of any Trade and in such event the Company shall have the right, as an alternative to its right to seek an indemnity from the Client, to set-off against any Client monies held by the Company any amounts owed by the Client to the Company in respect of any Service.

6.6 If more than a single person completes the Application Form then each individual constitutes a Client and shall be jointly and severally liable with the other Clients stated on the same Application Form to the Company.

6.7 The Company shall not be liable to the Client for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, and of the following: Act of God, Governmental Act, war, fire, flood, explosion, civil commotion, failure of computer equipment or communications systems or industrial dispute of a third party.

7. Personal Data

7.1 The information that the Client provides to the Company is confidential and will not be used for any purpose other than in connection with the provision of Services unless we inform you otherwise. Confidential information and personal data will be treated as such provided that such information is not already in the public domain. Information of a confidential nature will only be disclosed in the following circumstances:

7.1.1 where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us or respective associates;

7.1.2 to investigate or prevent fraud or other illegal activity;

7.1.3 to any third party in connection with the provision of Services to you by us;

7.1.4 for purposes ancillary to the provision of the Services or the administration of your account, including, without limitation for the purposes of verification enquiries, credit enquiries or assessment;

7.1.5 if it is in the public interest to disclose such information;

7.1.6 at the Client’s request or with the Client’s consent.

7.2 Please be advised that by signing the Agreement, the Client will be consenting to the transmittal of your data outside of the EU for the purpose of completing onward payment instructions.

8. General

8.1 The parties are independent and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

8.2 The provision of Condition 5 shall survive termination of any instruction, completion of any Trade or termination of the Agreement.

8.3 The Company may amend these conditions by notice in writing to the Client at any time and such amendment shall be binding with the agreement of the Client from the date of such notice. Any such amendment shall not be retrospective or affect any rights or obligations that may already exist in respect of any instructions.

8.4 Should any provisions of these Conditions be deemed unenforceable or illegal, the remaining provisions and the remainder of the provision in question will nevertheless continue in full force and effect.

8.5 The Client may not assign or otherwise transfer the benefit of the Agreement without the express consent of the Company. The Company may without notice to the Client assign and/or transfer its rights and/or obligations under these conditions to any third party and the Client hereby consent without reservation to any such assignment.

8.6 In the event of any of the provisions of these Conditions being in conflict with other documentation produced pursuant to the Agreement then the Conditions shall prevail.

8.7 The Agreement and these Conditions shall be governed by and construed in accordance with the laws of England and Wales, and each party hereby submits to the exclusive jurisdiction of the English or Welsh Courts. These conditions and all agreements and Trades made under these conditions shall for all purposes be made and shall be deemed to be made in England and Wales.

9. Our obligations under the Regulations

9.1 In accordance with our obligations under the regulations we must inform you of certain important rights pertaining to you. 

9.2 Once a trade is completed we cannot retain the proceeds unduly and must send them to your nominated account or return them to you.

9.3 Money transfers are governed by the regulations where the destination of the funds and the recipient of those funds is located with the EEA and where the funds are in a currency of an EEA state.

9.4 Further information on the Payment Services Regulations can be found on the website of the Financial Services Authority (FSA)

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