Terms and Conditions - International Transfers

If you are an Individual, the Personal Client Account Terms and Conditions apply to you. If you are a Sole Proprietor, Corporation, Partnership or other Entity Type, the Legal Entity Terms and Conditions apply to you.

PERSONAL CLIENT ACCOUNT

TERMS AND CONDITIONS

The Customer (you) and Agility Forex Ltd. (operating as AFL International Transfers), a corporation incorporated and operating under the laws of British Columbia, BN BC0960601 (the “Company”, “we “or “us”) are the parties to this agreement (the “Parties”).

You and the Company agree to the following terms and conditions (which we sometimes call the “Terms and Conditions” or the “Agreement”) in respect of service obtained by you under this Agreement including the establishment of your Account. For clarity, these Terms and Conditions will apply to your Account and all Transactions entered into between the Parties on the Platform (all capitalized terms are defined below).

DEFINITIONS

In these Terms and Conditions, the following definitions are used. When these words are used in these Terms and Conditions, they will be capitalized:

Account means the account you establish with us under this Agreement in order to enter into Transactions.

Booked has the meaning set out in section 2.3 (iv).

Business Day means a day on which Canadian banks are open for business and does not include Saturday and Sunday, New Year’s Day, Good Friday, Victoria Day, Canada Day, Labour Day, Thanksgiving Day, Remembrance Day, Christmas Day, Boxing Day, and any other statutory holidays.

Business Hours means 9 a.m.to 8 p.m. Eastern Standard Time (EST) on any Business Day.

Close Out means reversing a Transaction in the circumstances set out in Section 8 or otherwise pursuant to this Agreement.

Credit Union is where you hold your existing financial account, and the holder of your Linked account.

Household: Accounts held at Credit Unions where a family and/or their wholly owned companies are linked together

Instructions means a request made by you to enter into a Transaction and shall be taken to include any information, communications or documents incidental to or relating to a Transaction whether we process the Transaction or not.

Insolvency Event means circumstances where you can no longer pay your debts as they become due or if you take advantage of any bankruptcy/insolvency or debtor relief legislation.

Joint Access A personal retail account where additional person(s) have been granted access to the account and/or funds are received in from a Joint account held at a Bank and/or Credit Union

Linked Account means the account that you hold at Credit Unionin respect of which you have authorized the Credit Union to fund Transactions under this Agreement.

Payment Processing Hours means 9 a.m.to 3:30 p.m. Eastern Standard Time (EST) on any Business Day.

Person(s): For the purposes of the T & C a Person can be either an Individual or Legal Entity who is authorized to have access to a personal retail account

Platform means the Company’s online transaction platform that enables you to enter into Transactions funded by your Linked Account.

PAD Authorization means the preauthorized debit authorization provided by you to us allowing us, in certain circumstances, to debit your Linked Account for amounts owing under this Agreement.

Rate means the exchange rate shown in the Transaction Details which is the exchange rate at which we are willing to sell you the foreign currency requested.

Recipient Account means the account to which you instruct us to send the funds from the Transaction.

Recipient Bank means the financial institution that holds the Recipient Account.

Required Amount means the Canadian dollar amount that is payable by you for a particular Transaction as set out in the Transaction Details.

Sanctions means, at any given time, the economic and or financial sanctions or trade embargoes imposed, administered or enforced by Canadian or other governmental authorities that apply to us or to you.

Sanctioned Person means any person or entity with whom either you or we are prohibited or restricted from transacting or otherwise dealing under any Sanctions.

Services means the foreign exchange services and the funds transfer services of (forwarding converted currency to the to the Recipient Account) provided for under this Agreement. or any other service that we agree to provide to you under these Terms and Conditions.

Transaction means a legally binding agreement between the Parties to affect a foreign exchange transaction pursuant to which you agree to buy foreign currency with funds from your Linked Account and send that foreign currency to the Recipient Account.

Transaction Confirmation means a written communication, however described, provided by us confirming the Transaction Details of the Booked Transaction.

Transaction Confirmation Screen means, after you have submitted an Instruction, the screen on the Platform that displays the Transaction Details in respect of the proposed Transaction and requests that you confirm the Transaction.

Transaction Details means in respect of every proposed Transaction to be entered into under this Agreement, the date, the type of foreign currency being purchased, the amount of foreign currency being purchased, the Canadian dollar cost of the foreign currency purchased, the Rate, the Required Amount and the Recipient Account.

Websites means any websites owned by us.

TERMS OF THIS AGREEMENT
Important Documents

In addition to these Terms and Conditions, the following documents available on our website under the heading ‘Legal’ (www.internationaltransfers.ca) may also apply to the Transactions and the arrangements between us:

Privacy Statement;
Website User Agreement.

By providing us with any Instructions to undertake Transactions on your behalf you acknowledge that you have access to such documents and that you have read and understand them.

In addition to the foregoing, in order to request Transactions under this Agreement, you are required to complete a PAD Authorization allowing us to debit your Linked Account for any amounts owing under this Agreement from time to time.

Transactions

The Services provided under this Agreement are for personal and not for investment or speculative purchases.

Instructions

All Instructions provided by you to us are subject to these Terms and Conditions. Each Instruction, if accepted by us, and confirmed by you will result in your entering into a Transaction with us pursuant to the terms of this Agreement and will constitute a separate severable agreement.

After you submit an Instruction to us in respect of a proposed Transaction to be undertaken through the Platform, the Transaction Details will be provided to you on the Transaction Confirmation Screen and you will then be asked to confirm your acceptance of the proposed Transaction.

When you confirm your acceptance of the proposed Transaction on the Transaction Confirmation Screen:

you are agreeing to enter into a Transaction on the terms set out in the Transaction Details;
you are directing the credit union that holds your Linked Account to forward the amount of the Required Funds to us to fund the Transaction;
you are directing us to send the foreign currency purchased to the Recipient Account; and
the Transaction will become legally binding (“Booked”).

After the Transaction is Booked, we will forward a Transaction Confirmation to your e-mail address.

Once a Transaction has been Booked, you may not cancel, amend or modify the Transaction in any circumstances. If you have made an error in inputting instructions, then we will make reasonable efforts to correct the Transaction.

You agree that if we are able to make any corrections then you will be responsible for any costs that we may incur if doing so. You understand that we shall not be obligated to accept Instructions to enter into a Transaction and if we decline to process any Instructions, we shall not be obligated to give you a reason. We may also suspend any service provided to you as part of the Service without notice where we consider it necessary to do so.

Authorization and Accuracy
Authorization. You authorize us to accept, act and rely upon any Instruction received by us through the Platform when a valid user name and password and/or other credential that may be required to access the Services from time to time as part of an online session is provided that appears to be from you. We are not required to check the identity of the user or engage in any further verification.
Accuracy. You are responsible for the accuracy of all Instructions provided to us. As such, before you provide us with an Instruction, you must take the time to ensure that all information contained in the Instruction is complete and accurate. If you subsequently determine that there was an error in any instruction you must notify us immediately in writing as provided for in section 15.
You confirm that all access to the account has been provided at their discretion and with full authority.
Transaction Processing

Subject to this Agreement, once we have received the Required Amount in respect of a Transaction, we shall process the Transaction during Business Hours subject to the cut off times of other financial institutions involved in the Transaction.

Username and Password

To use the Platform for Services, you will be required to login to the website of the Credit Union using your user name and password.

You are responsible for keeping your user name and password private and secure and you are responsible for access to your Account on our Platform once you have logged in. You must not permit any other person to use your user name or password or disclose your user name or password to any other person.

When we act on your Instructions you agree to indemnify us for all losses arising from any unauthorized access to your Account unless these losses arise due to negligence on our part. Where we are liable for any unauthorized Transaction, we will credit your Linked Account with any money lost up to the amount of the Transaction. We will have no further liability to you.

Transaction Confirmation

The terms of each Booked Transaction will be set out in the Transaction Confirmation presented to you on the Platform, which follows your acceptance of the Transaction. The Transaction Confirmation is evidence of the completed Transaction and the terms of the completed Transaction. If there are any discrepancies between the Instruction and the Transaction Confirmation, you must immediately notify us of such discrepancy. If you do not communicate any discrepancies within one (1) Business Day of the day that we send you a Transaction Confirmation, then the Transaction Confirmation will constitute conclusive proof of the details of the Instruction.

The Transaction will not be invalidated if, for any reason, the Transaction Confirmation is not presented to you online as a result of a computer malfunction or any other reason and you will be bound by the terms upon which we accepted any Instruction. If, for any reason, the Transaction Confirmation is not presented to you our records with respect to that Transaction will constitute conclusive evidence of the terms of the Transaction. Please notify immediately by calling Customer Support (see section 15) if you are not presented with a Transaction Confirmation so that we can provide you one by email or any other means.

Payment for Transaction

Once a Transaction is Booked, the Required Amount is due and payable to us and payment for the Transaction will be made directly from your Linked Account.

Payments of the Required Amount for Booked Transactions must be received by us in full by 3:30 pm Eastern Standard Time (EST) on the day the Transaction is Booked. If the Transaction is Booked outside of Payment Processing Hours, payment must be received by 3:30 pm EST the next following Business Day. If we have not received payment of the Required Amount within two (2) Business Days of date the Transaction is Booked (because there are not sufficient funds in your Linked Account of otherwise), we reserve the right to Close Out the Transaction in accordance with section 9 and you will be liable for any losses that we may suffer as a result.

We will not credit the Recipient Account until we receive payment of the Required Amount in full. All payments to be made for Services hereunder are to be made in full without any set off, compensation, counter-claim or deduction whatsoever.

We note that for all payments sent to the Recipient Account that pass through third parties, those third parties may charge additional fees and commissions for processing the wire transfer and these fees and commissions will be deducted from the amount of the wire transfer sent or received. Third Party fees and commissions are beyond our control.

Recipients

You must provide us with full Recipient Account details for each Transaction, including name and address of the account holder and name and address of the Recipient Bank. We will not be liable for any costs caused by delays in settling Transactions due to erroneous Recipient details.

Mistakes

If we have acted in accordance with your Instructions and your funds have been sent to the wrong account as a result of a mistake made by you, we are under no obligation to recover the funds or to resend the funds to the correct Recipient Account. If we have made a mistake by sending the funds to the wrong account, we will take immediate action at our expense to recover those funds and resend them to the correct account.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to us that:

You are acting in your individual capacity and for your own personal purposes and you are not acting for or on behalf of any other person or entity or any third party;
You are over the age of majority in the Province or jurisdiction where your primary residence is;
Your use of the Services does not violate any law including, without limitation, any laws relating to money laundering, illegal gambling activities, fraud or Sanctions;
You have no reason to believe that the funds being used for the Services are derived from or are related to money laundering, terrorism financing or similar activities (Illegal Activities); or will be transferred to finance or relate to, Illegal Activities;
All information provided by you to us is true, correct and complete and you will notify us promptly if that information changes, including if there are any changes to your e-mail address;
You are not experiencing any Insolvency Event;
No Transaction contemplated by this Agreement violates, is intended to violate or will result in the violation of Sanctions.
Your Indemnity

You agree to indemnify us for any costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement, whether they arise under section 3.2or in some other way. This includes any legal costs that we may incur in order to enforce our rights or recover any amounts you owe us. You also agree to indemnify us for any fees; costs, duties and taxes charged by third parties in relation to the Transactions you enter into including fees charged by the Recipient Bank, whether those fees or charges were notified to you in advance.

You will be responsible for all losses (including the amount of any Transaction carried out without your authority) if you have acted without reasonable care or you have acted fraudulently. Once you have notified us of any unauthorized access to your Accountwith us, we will suspend your Account and you will not be responsible for any unauthorized instructions carried out after that point.

You retain full responsibility for all transactions made through their International Transfers account. The client shall indemnify and hold harmless International Transfers and any of it’s Agents and/or Representatives from and against any and all liability. Liability may include any loss, costs, expenses, including without limitation reasonable attorneys’ fees and costs of suit, or damages related to any account activity resulting from the client granting access to their International Transfers account to any person(s). Nothing herein is intended to nor shall it relieve either party from liability for its own act(s), omission, or negligence

LIMITATION OF LIABILITY

We will not be liable to you for any loss; costs or damages incurred resulting from your use of the Platform or the Services or non-use if the Platform is unavailable for any reason. Whilst we do everything in our power to ensure the speedy transmission of funds, we cannot guarantee that delays in the transfer of funds won’t happen and cannot accept any liability to you for any loss resulting from such a delay.

No Liability for Delays

You acknowledge that delays in the transmission and receipt of payments may occur. In particular, you acknowledge that we operate an online Platform that could be subject to technical, or other, problems, the nature and duration of which may be beyond our control. Our service also involves the use of intermediaries who are outside our control. Accordingly, while we do everything in our power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you as a result of any delays in the transmission of funds. We also note that financial institutions have specified cut off times for the receipt and dispatch of electronic payments. We accept no responsibility for any delay in crediting a Recipient Account attributable to the time of Instructions received relative to the cut off time of the financial institution holding your Linked Account or otherwise. For clarity, we will not transfer the purchased currency to the Recipient Account until we have received the Required Amount from your Linked Account (or otherwise).

Liability Limited

We do not in any circumstances assume liability to you in excess of the amount of money you have actually paid to us in relation to any particular Transaction. We will not be liable to you for any form of consequential damages or loss that you may suffer as a result of:

delays in the transfer of your funds;
our refusal at any time to transfer your funds; or
communication malfunctions.

Without in any way limiting the effect of this paragraph or any other paragraph of this agreement, “consequential damages” shall be taken to include damages arising from:

loss of business;
loss of opportunity to realize a gain as a result of foreign exchange fluctuations;
loss of any other opportunity; or
loss of interest on funds.

For the avoidance of doubt and without limiting any other provision of this Agreement:

If your funds fail to reach the Recipient Account as the result of a mistake made by us, we will credit the Recipient Account in the full amount of the funds you expected to receive but that shall be the full extent of our liability to you.
If we Close Out or refuse to process one or more of your Transactions for any reason , we shall refund to you any funds that we hold on your behalf (subject to section 9 in respect of any losses that we suffer) but that shall be the full extent of our liability to you.
While Transactions can be entered in the Platform at any time, settlement to the Recipient Account will take place during Business Hours and is dependent upon on, time zones, jurisdictions and banking partners hours overseas and applicable cut off times.
ANTI-MONEY LAUNDERING

We are a FINTRAC registered Money Service Business, registration number M13773887.

Due to the inherent risks in transferring currency between entities located in different countries, we take measures to ensure that we are not participating or assisting in money laundering or terrorist financing. In some circumstances, we may not be able to offer you the Services and/or transfer funds to certain jurisdictions if doing so may cause us to suffer legal and/or reputational risks, or if completing the Transaction may violate any law, regulation, rule or internal policy applicable to us.

You understand that law enforcement and regulatory agencies may periodically inspect all Transactions executed by us either with our consent or pursuant to applicable law. Therefore, you understand and agree that all information regarding Transactions, Accounts, and related transactions could potentially be disclosed by us to, and reviewed by, law enforcement and other regulatory agencies in accordance with applicable law in all the jurisdictions in which we operate.

Compliance

You acknowledge that you are not involved in nor aware of anything that put us in breach of the Proceeds of Crime (Money Laundering) & Terrorist Financing Act (PCMLTF), Anti-Corruption Act or Foreign Corrupt Practices (FCPA) rules and other subordinate instruments (AML/TF Laws). You undertake to notify us if you become aware of anything that would put us in breach of AML/TF Laws.

You agree to provide, when requested, additional information and assistance and comply with all reasonable requests to facilitate our compliance with anti-money laundering and terrorist financing laws in Canada and in any other jurisdictions.

You acknowledge that you are only allowed to enter into Transactions on your own behalf under these Terms and Conditions and that operating an Account on behalf of an undisclosed third party is a violation of these Terms and Conditions. You further understand that transfers to an unrelated third party may result in a third-party determination requirement to identify the purpose of the transaction and relationship of the third party to you. If you do not provide us with this information, we may be unable to complete your requested Instruction.

In certain circumstances, our policies or applicable law may require us to freeze or block an Account where it is used or suspected of being used in connection with Illegal Activities or as a result of Sanctions. If this occurs, we will not be liable to you for any consequences or losses whatsoever and you agree to indemnify us if we are found liable to a third party in connection with the freezing or blocking of your Account.

We retain the right, at any time, to refuse, in our sole discretion, to provide Services.

PRIVACY

The use of personal information in Canadian commercial activities is protected by the Personal Information Protection Act (PIPA), Personal Information Protection and Electronics Document Act (PIPEDA), or by substantially similar provincial legislation in Canada and internationally.

We set a high standard of information security. Our aim is to protect the confidentiality, integrity and availability of the Company and our customer information and as such we implement a range of physical, technical and administrative security measures to maintain the safety of your personal information. Comprehensive Information about your rights and the data we collect and how it is used is laid out in our privacy statement.

We will take all reasonable precautions to ensure that the information provided to us by you will be kept private and confidential. We collect your personal information in order to provide our products and services and to satisfy our regulatory obligations under the guidelines set down by FINTRAC (http://www.fintrac-canafe.gc.ca/intro-eng.asp).

We may provide your personal information to our intermediary bankers or to the Credit Union, as necessary to provide our products or services, and to any government regulatory bodies that normally require it or may request it in accordance with applicable laws. We may also provide your information to any partners, agents or intermediaries who are a necessary part of the provision of our products and services.

You acknowledge and agree that we use international intermediaries to process Transactions on your behalf and that your personal information may be sent to those overseas intermediaries in order to complete the Transaction.

You acknowledge and agree that we may collect information from your Credit Union to process your Transactions and verify your identity, financial account information and any other information relevant to this Agreement and your obligations under this Agreement. You also authorize us to consult reputable third party providers to confirm on an ongoing basis your identity via credit file, credit reference checks and/or Mobile Service providers for the purposes of verifing your identity and avoid fraud. These third parties may change from time to time.

CONSENT

Under the terms and conditions of this Agreement you have consented to allow us to use your data in the manner and under the terms laid out in our privacy statement. That consent is freely given, specific, informed and unambiguous. You understand how your data is collected, utilized and by whom as laid out in the privacy statement. You are giving your consent to each of the various uses of your data we need to offer you its services as a financial institution.

You understand that we use your data under two legal bases: your specific consent as laid out above and under the legal basis, which speaks to our legal and regulatory responsibility to utilize your data to satisfy our legal requirements.

You consent to the electronic recording of telephone conversations without a warning message being given and that we may use the recordings as evidence in any transaction dispute that may arise between us.

You must keep your information up to date either by informing us directly or through your client profile with the Credit Union.

We will review our privacy statement and by extension these terms and conditions from time to time to reflect changes to our operations and practices, new regulatory obligations and advancing technology.

USE OF THE INTERNET

You understand that we use the internet for our Platform and to engage in communications with you. You acknowledge that the internet and the use of e-mails may not be a secure medium for the communication of sensitive information. You must protect your computer and computer network from malicious software (including viruses, worms and Trojan horse programs) while using the Platform and at all other times. You agree that any communication by e-mail or the use of our Platform will be at your own risk.

CLOSING OUT

We may Close Out any Transactions you have with us without notice if:

You have not provided us with the Required Amount when required under section 3.2 (whether as a result of your Linked Account not containing sufficient funds or otherwise);
You fail to provide requested material information that we ask for to process a Transaction;
Information that you have provided to us in connection with a Transaction or otherwise is inaccurate, incomplete or misleading;
You experience an Insolvency Event;
You breach an important part of this Agreement;
Completing the Transaction may cause us to suffer legal and/or reputational risks, or completing the Transaction may violate any law, regulation, rule or internal policy applicable to us.

When we Close Out a Transaction, we may make arrangements to sell the currency we initially bought for you. In that regard, if we incur a loss in implementing the Close Out of the Transaction as a result of currency fluctuations in the market, you agree to indemnify us for the amount of any loss we incur in respect of the Closed-Out Transaction together with any other losses or expenses that we may have incurred.

You acknowledge that any loss resulting from Closing Out your Transaction is a debt payable by you and that we may deduct this loss from your Linked Account in accordance with the PAD Authorization. We will have no liability for any Transactions that are Closed Out in accordance with this Agreement.

SERVICES

The Platform is not for speculative trades and we do not offer any form of margin trading. All Transactions entered into must be settled by us receiving the Required Amount from the Linked Account.

We will not enter into any arrangement whereby you try to net off two separate transactions that would allow you to pay or receive any loss or profit realized by the net off. All Transactions must be paid in full from the Linked Account.

We do not offer financial advice. Our platform is for execution only.

We may make a margin on Transactions entered into by us under this Agreement which may be considered an indirect cost to you. The margin is the difference between the wholesale exchange rate that we may be able to obtain for the foreign currency transaction requested and the Rate that we then provide to you. Your Transaction Details indicate the Rate used where Canadian currency is converted to foreign currency.

TERMINATION

Either Party may terminate this Agreement on 30 days’ notice or if the other Party is in material breach of this Agreement or of its obligations under this Agreement (which includes a breach of section 3.2). In addition, we may terminate this Agreement upon the occurrence of any of the following events:

If you experience an Insolvency Event;
If you terminate your PAD Authorization;
If you close your Linked Account;
If we suspect illegal, unauthorized or fraudulent use of the Platform or in respect of your account;
If you have shared your PIN or password or other security codes with anyone; or
for any other reason that we may determine from time to time.

If this Agreement is terminated by us, we may refuse to process any Instruction or Transaction that was requested before the account closure.

Joint accounts are not currently offered on the International Transfer platform. However, it is recognized that related credit union accounts may be held in the names of joint parties and/or householded with direct family and their legal entity accounts.

The account holder remains solely responsible for the account opening, activity and adherence with this account agreement.

We may suspend any service provided to you as part of the Agility Forex service without notice where we consider it necessary to do so.

RECORDS

Our records will be evidence of your dealings with us. You agree not to object to the admission of our records as evidence should any legal dispute arise between us. You acknowledge that our records are kept in electronic format and are not in writing.

You must promptly notify us of any change in your personal information, including any change in your legal name, telephone number, residential address, and your mailing address if it is different from your residential address, your email address and your telephone number(s).

DISPUTES

If you have a problem with our services, you should bring it to our attention immediately. Our complaints officer will attempt to resolve the dispute to your satisfaction as quickly as possible.

CHANGES TO AGREEMENT

From time to time we may modify these Terms and Conditions. We will inform you by email of any changes made and your continued use of the Services after being notified of any changes will constitute your agreement to and acceptance of the changes. In addition, we reserve the right, in its sole discretion, to change or modify the Services, including any feature or functionality thereof, at any time and from time to time.

NOTICES

If you have any questions or require assistance, you can contact us at:

Suite 15-105 – 555 Burrard Street
Vancouver, BC, Canada V7X 1M8

604.256.6200

[email protected]

www.internationaltransfers.ca

GENERAL

This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. All Transactions shall be deemed to have taken place at the head office of the Company in Vancouver, British Columbia. The courts of British Columbia shall have exclusive jurisdiction for settling disputes arising from this Agreement and both Parties submit to this jurisdiction.

If any part of this Agreement becomes invalid under applicable law, it will not affect the validity of the rest of the Agreement.

Our failure to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights or remedies at a later time.

Neither Party will be liable for any failure or delay in performance (except for responsibility to make payments) due to government acts (e.g. currency controls), acts of God, war of civil unrest, or other circumstances beyond the party’s reasonable control.

These Terms and Conditions together with the Privacy Policy, PAD Authorization, and Website User Agreement constitute the whole agreement of the Parties in relation to the Services provided under this Agreement.

The current version of the Terms & Conditions are available for review at any time on our Website. Updates to Terms & Conditions will be announced either on the landing page of our Website or on the Platform, where the Terms and Conditions are made available.

ACCEPTANCE

By proceeding with opening an Account with us and providing us with Instructions, you confirm that the representations and warranties in this Agreement are true and correct (and will be true and correct each time you submit an Instruction to us) and that you have read and accept this Agreement in its entirety.

LEGAL ENTITY CLIENT AGREEMENT

1 Terms of this Agreement

1.1 For Legal Entities – The service is owned and operated by Agility Forex Ltd (BC0960601) DBA AFL International Transfers (“International Transfers”). These terms and conditions apply to private clients (“you”) who are dealing with (“us” or “we”) as a Legal Entity, including but not limited to a Corporation, Sole Proprietor, Partnership, Not for Profit Organization, Registered Charity, or Formal Trust, through our Website. In this agreement the terms ‘Agility Forex, the Company, us and we’ all refer to

1.2 Use of Agent – To operate an account for a Legal Entity, there must be a legally authorized persons appointed Agent. A legally authorized person is defined as one who has been appointed to represent and sign on behalf of the Entity. typically through Resolution of the Entity. Please note any individual authorized to act on behalf of the Entity will be required to meet Know Your Client and ID verification requirements.

1.3 Structure of this Agreement – This Agreement comprises the entire agreement between the Parties with respect to the use of the Services of by the Customer. The Terms and Conditions of this agreement apply to all Transactions you subsequently enter into with us.

1.4 Other Documents – The following documents are available on our website under ‘Legal’ (www.agilityforex.com) and you acknowledge that you have access to them.

Anti-Money Laundering Certification,
Privacy Statement,
Website User Agreement

When signed in to the trading platform, you will also have access to these Terms and Conditions as well as our Complaints Handling Policy.

2 Definitions

Authorize means authorize the stage of a Transaction when we transmit your funds from our account to your nominated account.

Authorized Signatory means an individual appointed and legally authorized by you to provide Instructions to us on your behalf.

Booking means booking a Transaction by providing us with all of the relevant Transaction details.

Business Day means a day on which we are open for business which does not include Saturday and Sunday, New Year’s Day, Christmas Day, Boxing Day, Good Friday and all Canadian statutory holidays.

Transaction Confirmation means a written communication, however described, provided by us confirming the details of any Transaction that you have booked by telephone, email or online.

Delivery Date means the date on which we have requested that you deliver your funds to our account for transmission.

Insolvency Event means:

(a) a receiver, manager, trustee, administrator, controller or similar external administrator is appointed over any of the assets or undertakings of the Client;

(b) the Client is or becomes unable to pay its debts as and when they are due;

(d) an order is made for the winding up or dissolution of the Client otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the Client.

Maturity Date means either the Business Day selected by the Customer for the settlement of a Trade or if the Customer does not select a Business Day for the settlement of a Trade, then two (2) Business Days following an executed Trade.

Order Confirmation means the notification we send you confirming the details of the Order you have entered into with us.

~~Payment Reserve~~ ~~means payment of part of the full amount due to us on Maturity Date in relation to a forward transaction~~.

Platform means the online dealing platform

Spot Contract means a foreign exchange contract under which we agree to exchange money at an agreed rate within 48 hours of the contract being entered into.

Target Rate means the rate at which an Order is triggered.

Transaction means a Spot Contract, ~~a Forward Contract~~ or an Order, and shall be taken to refer to a series of transactions pursuant to standing instructions given by you.

Websites means any websites owned by us.

3 Representations and Warranties

You represent and warrant to that:

You are a legally authorized individual (eg.Director, Officer, Partner, Trustee) or appointed User – as detailed in Schedule 1 of these Terms and Conditions.
You are acting for the exclusive benefit of the Legal Entity (Customer) and not on behalf of a Third Party.
The Business documents provided, supporting your role and responsibility for the Legal Entity, are current and valid
You have a valid commercial reason for entering into each Transaction and will not enter into any Transaction for speculative trading purposes;
In making your decision to enter into a Transaction, you will not rely on any market-

related information that may be provided from time to time by us on our website or by our employees or consultants.

(6) Execution of this Agreement and performance of your obligations under this Agreement

will not violate any statute, regulation or bylaw

(7) All information provided by you to the Company is true, correct and complete and you will notify the Company promptly if that information changes.

(8) Any change in Legally Authorized persons, Officers or Directors or Beneficial Ownership will be reported to the Company promptly and no later than 10 business days.

(9) You understand failure to update your account information may result in refusal to process, or close out of a Transaction.

(10) does not provide investment or tax advice

Your Indemnity – You agree to indemnify us for any costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement, whether they arise under Section 9 or in some other way. This includes any legal costs that we may incur in order to enforce our rights or recover any amounts you owe us. You also agree to indemnify us for any fees, costs, duties and taxes charged by third parties in relation to the Transactions you enter into, including fees charged by your bank, whether or not those fees or charges were notified to you in advance.

You are responsible for keeping your user name and password private and responsible for access to your account on our platform once you have logged in. When we act on instructions from your account you agree to indemnify us for all losses arising from unauthorized access to your account unless these losses arise due to negligence on our part. Where we are liable for any unauthorized transaction we will credit your account with any money lost up to the amount of the transaction. We will have no further liability to you.

4 Limitation of Liability

will not be liable to the Customer for any loss, costs or damages incurred resulting from the Customer’s use of the online dealing platform or non-use if the platform is unavailable for any reason. Whilst we do everything in our power to ensure the speedy transmission of funds, we cannot guarantee that delays in the transfer of funds won’t happen and cannot accept any liability to you for any loss resulting from such a delay.

No Liability for Delays – You acknowledge that delays in the transmission and receipt of payments may occur. In particular, you acknowledge that we operate an online dealing platform that could be subject to technical, or other, problems, the nature and duration of which may be beyond our control. Our service also involves the use of intermediaries who are outside our control. Accordingly, while we do everything in our power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you as a result of any delays in the transmission of funds.

Liability Limited – We do not in any circumstances assume liability to you in excess of the amount of money you have actually paid to us in relation to any particular transaction. We will not be liable to you for any form of consequential damages or loss that you may suffer as a result of:

(i) delays in the transfer of your funds, or

(ii) our refusal at any time to transfer your funds.

(iii) communication malfunctions

Without in any way limiting the effect of this paragraph or any other paragraph of this agreement, “consequential damages” shall be taken to include damages arising from:

(i) loss of business,

(ii) loss of opportunity to realize a gain as a result of foreign exchange fluctuations;

(iii) loss of any other opportunity, or

(iii) loss of interest on funds.

For the avoidance of doubt and without limiting any other provision of this Agreement:

(a) if your funds fail to reach your Account as the result of a mistake made by us, we will credit your Account in the full amount of the funds you expect to receive but that shall be the full extent of our liability to you;

(b) if we Close Out or refuse to process one or more of your Transactions for any reason, we shall refund to you any funds that we hold on your behalf by way of Advance Payment or otherwise, but that shall be the full extent of our liability to you.

(c) While transactions can be entered in the system at any time, settlement will take place during business hours and is dependent upon on banking partners. Typically, M- F 8 am – 5 pm EST.

5 Anti-Money Laundering

Due to the inherent risks in transferring Currency between entities located in different countries, takes extraordinary measures to ensure that it is not participating or assisting in money laundering or terrorist financing. In some circumstances, may not be able to onboard a customer and/or transfer funds to certain jurisdictions based upon Sanctions, Regulations or licensing laws in the jurisdiction.

The Customer understands that law enforcement and regulatory agencies may periodically inspect all Trades executed with either by the consent of or pursuant to applicable law. Therefore, the Customer understands that all information regarding Trades, accounts, and related transactions could potentially be disclosed by to, and reviewed by, law enforcement and other regulatory agencies in accordance with applicable law.

PCMLTF Compliance – You undertake that you will not knowingly do anything to put us in breach of the Proceeds of Crime (Money Laundering) & Terrorist Financing Act (PCMLTF), Anti-Corruption Act or Foreign Corrupt Practices (FCPA) rules and other subordinate instruments (AML/TF Laws). You undertake to notify us if you become aware of anything that would put us in breach of AML/TF Laws.

You agree to provide, when requested, additional information and assistance and comply with all reasonable requests to facilitate our compliance with AML/TF Laws in Canada or an equivalent overseas jurisdiction.

You acknowledge that operating an account on behalf of an undisclosed Third Party is a violation of these Terms and Conditions. You further understand that transfers to an unrelated Third Party may result in a Third Party determination requirement to identify the purpose of the transaction and relationship to you.

You undertake that you are not aware and have no reason to suspect that:

(i) the money you are transferring is derived from or related to money laundering, terrorism financing or similar activities (Illegal Activities); and

(ii) the money you are transferring will be used to finance, or is connected with, Illegal Activities.

In certain circumstances, we may be obliged to freeze or block an account where it is used in connection with Illegal Activities or suspected Illegal Activities. Freezing or blocking can arise as a result of the account monitoring that is required by AML/TF Laws. If this occurs, we are not liable to you for any consequences or losses whatsoever and you agree to indemnify us if we are found liable to a third party in connection with the freezing or blocking of your account.

We retain the right, at any time, to refuse, in our sole discretion, to provide services.

6 Privacy

sets a high standard of information security. Our aim is to protect the confidentiality, integrity and availability of and our customer information and as such we implement a range of physical, technical and administrative security measures to maintain the safety of your personal information. Comprehensive Information about your rights and the data we collect and how it is used is laid out in the privacy policy, which is available upon request.

will take all reasonable precautions to ensure that the information provided to us by the Customer will be kept private and confidential. We collect your personal information in order to provide our products and services and to satisfy our regulatory obligations under the guidelines set down by Fintrac (http://www.fintrac-canafe.gc.ca/intro-eng.asp)

You acknowledge and agree that we may contact your bank to verify your identity, banking information and any other information relevant to this Agreement and your obligations under this agreement. You also authorize to consult reputable third party providers and to use the information we have collected from you to confirm on an ongoing basis the Customer’s identity via credit file, credit reference checks and/or Mobile Service providers. These checks allow to verify your identity and avoid fraud. These third parties may change from time to time.

7. Consent

Under the terms and conditions of this service agreement you have consented to allow to use your data in the manner and under the terms laid out in the Privacy policy. That consent is freely given, specific, informed and unambiguous. You understand how your data is collected, utilized and by whom as laid out in the privacy policy. You are giving your consent to each of the various uses of your data needs to offer you its services as a financial institution.

You understand that we use your data under two legal bases: your specific consent as laid out above and under the legal basis, which speaks to AFLs legal and regulatory responsibility to utilize your data to satisfy its legal requirements as a Financial Institution.

You consent to the electronic recording of telephone conversations without a warning message being given and that we may use the recordings as evidence in any dispute that may arise between us.

You must keep your information up to date either by informing us directly or through your client profile.

will review its privacy policy and by extension these terms and conditions from time to time to reflect changes to our operations and practices, new regulatory obligations and advancing technology.

8 Transactions/Instructions

Right not to accept Orders – We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we decline to process your instructions we shall not be obliged to give a reason.

We may suspend any service provided to you as part of the service without notice where we consider it necessary to do so. We take our exchange rates from various market sources that we believe to be accurate however if one of those sources produces an ‘off market’ rate then we reserve the right to correct the rate. An off market rate is considered to be an exchange rate that is outside the day’s trading range.

Cancellation of Instructions – We can only cancel your instructions if we have not acted upon them. Once a Transaction has become legally binding, you may not cancel the Transaction in any circumstances. If the customer made an error in inputting instructions then will make reasonable efforts to correct the Transaction but the customer understands and accepts that is not obliged to make corrections and if corrections are made the Customer is liable for any costs incurred.

Customers can enter into a transaction by giving Instructions via the platform, by telephone or by email. The Transaction will be legally binding when we receive your Instructions. If transacting via the platform, the transaction is legally binding as soon as we receive your electronic instructions. We will provide you with confirmation of the Transaction details on the screen at the time of transaction and also send details by email. If you book a transaction by telephone the Transaction is legally binding at the conclusion of the telephone call. A Transaction Confirmation will be sent by email. If you book a Transaction by email, the Transaction will be legally binding when we process the email. This method may not be immediate but will be processed as soon as the email is picked up. A Transaction Confirmation will be sent by email.

Transaction Confirmation

The terms of each Trade will be set out in the Transaction Confirmation presented to the Customer on the Transaction Confirmation Screen, which follows the Customer acceptance of the Transaction. The Transaction confirmation is evidence of the completed Transaction and the terms of the completed Transaction.

The Transaction will not be invalidated if, for any reason, the Transaction Confirmation is not presented to the Customer by on the Transaction Confirmation Screen as a result of a computer malfunction or any other reason. If, for any reason, the Transaction confirmation is not presented to the Customer, the records of with respect to that Transaction will constitute conclusive evidence of the terms of the Transaction. If a Transaction confirmation is not presented to the Customer for any reason, the Customer should notify immediately by calling the Customer Support Number, and may provide the Customer with a confirmation by email or other means setting out the terms of the Transaction.

Payment for Transaction

Once a Trade has been finalized and entered into following the Customer’s acceptance, the Customer must make each payment or delivery required to be made by it under the terms of the Trade in the Currency, in the amount, on the date and in accordance with the settlement instructions for the Trade, as set out in the related Trade confirmation. All payments must be received by us in cleared funds and for the full amount being transferred, including any fees that may be payable, before we credit your account.

Spot Transactions

Payment into our account of the full amount required to settle the Spot Transaction must be initiated on the day the Transaction becomes legally binding. If we have not received the funds within 2 business days we reserve the right to Close Out the Transaction in accordance with Section 9 with the Customer liable for any losses the Company might take.

~~Forward~~ Transactions

The Payment Reserve must be initiated on the day the Transaction becomes legally binding. The balance of the Forward Contract must be paid to us in full on or before the Maturity Date. The balance is determined as the full amount of the forward transaction less any Payment Reserves already paid. Failure to comply with these conditions may result in the transaction being Closed Out as per Section 9.

Electronic Funds Only

You agree to make all payments into our account electronically and you acknowledge that we will transmit your funds by electronic means only. We do not accept cash or cheques.

You must provide us with full details, including Name and Address of the account holder and Name and Address of the Bank. We will not be liable for any costs caused by delays in settling transactions due to erroneous details.

Third Party Payments

From time to time the Customer may request that a payment due to the Customer be made to an account in the name of a third party and in these cases may require additional background information. The Customer acknowledges and agrees that does not accept or bear any liability or responsibility for any loss, including Consequential Loss, incurred or sustained by the Customer as a result of or arising from paying a third party account.

Funds Held by US

We do not hold your funds in trust. Funds are held in a client account separate from the working capital account of the Company.

Interest

We shall not pay interest on any money held by us as a Payment Reserve, or held for any other reason.

Mistakes

If we have acted in accordance with your instructions and your funds have been sent to the wrong account as a result of a mistake made by you we are under no obligation to recover the funds or to resend the funds to the correct . If we have made a mistake by sending the funds to the wrong account, we will take immediate action at our expense to recover those funds and resend them to the correct account.

9 Closing Out

We may Close Out a particular transaction or all transactions you have with us without notice if:

a) You fail to make any payment when it is due b) You fail to provide requested material information c) Information you have given us is inaccurate, incomplete or misleading d) Bankruptcy proceedings are commenced against you e) You breach an important part of this agreement f) The performance of our obligations under this agreement becomes illegal

When we Close Out a transaction we go into the market and sell the currency we initially bought for you. In all likelihood the market price would have moved and if a loss is incurred you will be liable to pay us the amount of that loss, together with any other expenses that may have been incurred.

We will not pay out to you any resulting profit from a Closing Out.

You acknowledge that any loss resulting from closing out your transaction is a debt payable by you and that we may deduct this loss from any money we might hold for you. The balance of any money owing should be paid within 7 days of the closing out.

10 Services

We offer Spot Contracts to be settled immediately and Forward Contracts to be settled between 2 days and 12 months.

The Platform is not for speculative trades and we do not offer any form of margin trading. All transactions entered into must be settled by the customer by delivering to us the full amount of the funds you have sold via your Credit Union .

We will not enter into any arrangement whereby the Customer nets off 2 separate transactions that would allow the Customer to pay or receive any loss or profit realised by the net off. All transactions need to be settled in full.

We do not offer financial advice. The platform is for execution only.

11 Termination

The parties may terminate the agreement for material or fundamental breach of the agreement as mandated under Common law. The parties independently also have a right to terminate upon any of the following termination events, which may be mutual or unilateral:.

(a) termination on 30 days notice

(b) termination on insolvency

12 Records

Our records will be evidence of your dealings with Agility Forex. You agree not to object to the admission of our records as evidence should any legal dispute arise between us. You acknowledge that our records are kept in electronic format and are not in writing.

13 Disputes

If you have a problem with our service you should bring it to our attention immediately. Our complaints officer will attempt to resolve the dispute to your satisfaction as quickly as possible.

If a satisfactory outcome cannot be achieved you can refer your case to an independent arbitrator. Under this Client Agreement you agree to be bound by the decision of the arbitrator.

Nothing in this agreement prevents either of us approaching a court to appeal the decision of the arbitrator or to take legal action to recover any amounts owed to us by way of Closing Out.

14 Changes to Agreement

From time to time we may modify these Terms and Conditions. We will inform you by email of any changes made and your continued use of the Service after being notified of any changes will constitute your agreement to and acceptance of the changes.

15 General

This agreement shall be governed exclusively by the laws of the Province of British Columbia and Canada. All trades shall be deemed to have taken place at the head office of in Vancouver, British Columbia. The courts of British Columbia shall have exclusive jurisdiction for settling disputes arising from this agreement and both parties submit to this jurisdiction.

If any part of this agreement becomes invalid under applicable law it will not affect the validity of the rest of the agreement.

Neither party will be liable for any failure or delay in performance (except for responsibility to make payments) due to government acts (e.g. currency controls), acts of God, war of civil unrest, or other circumstances beyond the party’s reasonable control.

The Terms & Conditions will be reviewed periodically, or upon material changes to any provision stated herein. Current Terms & Conditions are available for client review at any time on our Website. Updates to Terms & Conditions will be announced on the landing page of the Agility Webpage.

16 Acceptance

By proceeding with opening an account the Customer confirms that the representations and warranties in this Agreement are true and that the Customer accepts this agreement in its entirety.

Schedule ‘A’

Users for Legal Entity Account

When a Legal Entity account is opened at Agility Forex, an Individual who is appointed a Legally Authorized Signatory “Signatory” on behalf of the Entity must review, acknowledge and agree to the Terms & Conditions to open and operate an account at Agility Forex. A signatory has, in his/her sole discretion, the ability to execute, acknowledge, appoint, verify, deliver, file and record, for and in the name of the Entity any and all documents evidencing the existence of the Entity, it’s organization structure and ultimate beneficial ownership.

A Legal Entity may have multiple users as authorized persons with access to the customer account. An Authorized Persons shall be any person, whether or not an officer of the customer, who is authorized to give oral and/or written and/or electronic Instructions with respect to the customer account. Any person who is not an Officer/Director or Ultimate Beneficial Owner will be an authorized person conducting a transaction for the Entity under a service agreement. Authorized persons must be designated a specific User ‘Role’ with predetermined privileges.

All authorized persons must be assigned by an Individual who is appointed a signatory on behalf of the Entity. One User may be assigned more than one role if deemed appropriate by the Signatory.

Multiple Users are classified as one of five roles, as outlined below:

Administrator Role

The Administrator role is automatically assigned to the signatory who initially opens the Entity account. This role may be reassigned in coordination with an onboarding specialist at Agility. The Administrator role represents the ‘Super User’ for the account who can update records, upload documents, add recipients and enter transactions.

Trade Creator Role

The trade creator is an individual who has been assigned authorization to enter transactions concerning the entity’s account. Transactions entered by a trade creator must first be approved by the Administrator or Trade Approver prior to processing.

Trade Approver Role

The trade approver is an individual who has been assigned a level of discretionary trading authorization that gives the assigned individual the power to both enter and execute orders or make transaction related inquiries concerning the entity’s account.

Recipient Creator Role

The recipient creator is an individual who has been assigned authorization to add potential new recipient payees on behalf of the Entity.

Recipient Approver Role

The recipient approver is an individual who has been authorized to add new recipients, approve recipients added by others and delete existing recipients on behalf of the Entity.