Terms & Conditions

Axia Fx Limted Terms & Conditions for Business Delivery Foreign Exchange Service

AXIA FX LIMITED is a company incorporated in England & Wales with company number 05762951 and registered office at Angel House 225 Marsh Wall London E14 9FW ("Axia FX").

Axia FX provides foreign exchange trading services ("Payment Services") to its clients for the purchase, and onward delivery of certain currencies.

Axia FX is authorised and regulated by the Financial Services Authority of 25 The North Colonnade, Canary Wharf, London E14 5HS as a payment institution (with registration number 504538) in respect of the Payment Services it provides to its clients.

These terms (these "Terms of Business") constitute the terms upon which Axia FX provides Payment Services to its clients.

Each contract entered into between Axia FX and its client for the sale or purchase and delivery of currency (a "Contract") shall be governed by these Terms of Business.

1              ENTERING INTO A CONTRACT WITH AXIA FX
1.1           A Contract will typically include, but shall not be limited to, the following:
(a)          "Spot Contract" where a currency is bought or sold for immediate delivery upon receipt of payment;
(b)         "Limit or Stop Loss Order" whereby currency is bought or sold for delivery when the agreed level foreign exchange rate
becomes available;
(c)          "Forward Contract" whereby currency is bought or sold for delivery at a fixed future date; or
(d)         "Forward Time Option Contract" where currency is bought or sold for delivery at either:
(i)           a time within a period instructed by the client; or
(ii)          (if no instructions have been received by the client) at the end of the specified period.
1.2         Axia FX will only ever enter into a Contract with the client as principal and deal with the client on an execution only basis.
1.3         Whilst Axia FX may from time to time (whether on request or not) provide the client with information relating to historical currency exchange rate data Axia FX will not provide the client with advice in relation to currency value fluctuations or any other financial matters.
1.4         Foreign currency exchange rates are subject to fluctuation (which may be rapid and unpredictable) at any time and are not under the control of Axia FX.
1.5         Trades are usually received over the telephone. All trades (however made) are irrevocable and constitute a legally binding and enforceable Contract between Axia FX and the client.
(a)           Email communications must be received from a previously advised e-mail address and include the relevant Axia FX client security personal identification number and may only be sent to the secure Axia FX payments email address advised to the client.
(b)           SMS text communications must be received from a previously advised mobile phone number including the relevant Axia FX client security personal identification number sent to the secure Axia FX payments number advised to the client.
(c)          Written communications must carry the original signature of a previously approved individual on the account which conforms to that held on file by Axia FX.
1.6         What happens next?
(a)          You have entered into a legally binding Contract with Axia FX. As soon as possible after a Contract has been entered into Axia FX will deliver to the client (by email, SMS text or in writing) a notice or other confirmation in English confirming execution of that Contract including a transaction confirmation number and confirmation of the details of the trade (a ''Contract Note"). Any failure of Axia FX to issue a Contract Note will not invalidate any rights and/or obligations of either party under a Contract.
(b)         Upon any Contract being entered into the Client irrevocably and unconditionally agrees to return the signed and completed Contract Note to Axia FX and to comply with such other requests regarding the Payment Services issued by Axia FX in such form as Axia FX shall require.
1.7         Save in the case of manifest error the Contract Note constitutes conclusive evidence that:
(a)          a binding contractual relationship exists between the client and Axia FX; and
(b)         Axia FX has received an irrevocable and unconditional instruction from the client to deal in a currency on the terms of that Contract.
1.8         Upon a Contract being entered into Axia FX will place appropriate arrangements with counterparties in accordance with standard foreign exchange procedures for that currency.
1.9         The client understands and agrees that Axia FX may require the deposit of a cash sum (the "Margin") on any contract for settlement in excess of four working days. The amount of the Margin will be calculated with reference to the date the dealer and client have agreed for cleared funds to be with Axia FX and the market conditions of the Sold Currency and shall be solely at the discretion of Axia FX. Axia FX reserves the right to immediately increase the Margin at any time by notice to the client.

2            SENDING SOLD CURRENCY TO AXIA FX
2.1         The client shall ensure that the full amount of the currency the client has agreed to sell in exchange for another currency (the ''Sold Currency'') is paid to the account stated in the Contract Note in cleared funds by the "Funds Due Date" as shown on the Contract Note. In the event that the client fails so to do:
(a)          Axia FX shall be relieved of any obligation to settle such Contract or to pay the client the currency purchased in exchange for the Sold Currency due under a Contract (the ''Purchased Currency''); and
(b)         the client shall indemnify Axia FX in respect of all charges, losses and associated costs incurred on the terms of paragraph 8.2.
2.2         When a client pays monies to Axia FX to complete a Contract Axia FX shall hold such monies in a secure client account (with other funds) on trust for clients of Axia FX.
2.3         The client must make all payments under a Contract in full without any deduction, set-off, counterclaim or withholding of any kind.
2.4         Axia FX will not be required to make any payment under any Contract without first having received satisfactory confirmation that cleared funds for all sums due and payable by the client to Axia FX have in fact been received.
2.5         Axia FX may deduct from any payment to be made to a client any amount the client may owe to Axia FX or any fees, costs, taxation liabilities, or charges incurred by Axia FX in respect of any transaction with the client, however arising.
2.6         All payments to Axia FX must be made by bank transfer from a recognised account using the reference provided in the relevant Contract Note.
2.7         In the event that a client fails to pay sums due as specified in a Contract (including any Margin) the client agrees to pay to Axia FX an amount equal to all charges, losses and associated costs incurred by Axia FX. In such circumstances, Axia FX may close any open position.
2.8         In the event that any payment made by or on behalf of the client is not honoured, returned, not met on first presentation or stopped for whatever reason, the client shall pay Axia FX's reasonable administrative costs incurred in respect of each such event.
2.9         Axia FX assumes no responsibility whatsoever for any delay in payment under these Terms of Business caused to or by the client or any other third party including, but not confined to, bank delay, postal delay, delay caused by accident, emergency, act of war or terror, civil disorder, natural or man made disaster or act of God. The client accepts that it is solely responsible to ensure that all payments from it required under any transaction between the client and Axia FX are made on time.

3            AXIA FX SETTLING YOUR TRADE
3.1         Regardless of whether a Contract was entered into by email, SMS text or in writing Axia FX may only release funds purchased or sold pursuant to a Contract to an account nominated by the client (the "Recipient Account") where Axia FX:
(a)          has received a duly completed and signed Contract Note either by fax or email pdf to its secure payment facility signed by a previously approved individual on the account set out in the Data Sheet which conforms with that held on file by Axia FX; and
(b)         is satisfied that the payment of monies by Axia FX to a Recipient Account is legitimate under the Money Laundering Regulations 2007 (SI2007/2157), the Proceeds of Crime Act 2002 (as amended by the Serious Organised Crime Act 2005, the Terrorism Act 2000) and any other relevant legislation (all as may be amended from time to time).
3.2         A client may provide Axia FX with a standing written instruction setting out the details of the Recipient Account to which funds are to be remitted.
3.3         Where a client has delivered to Axia FX its payment instruction required by a Contract Note and the total funds due to Axia FX will arrange for Completion of the Contract through its contractual arrangements with counterparties ("Settlement Counterparty").
3.4         In the event that a Settlement Counterparty makes an error in its performance of any contract referred to in paragraph 3.2, Axia FX will make immediate efforts to trace the payment transaction and request the Settlement Counterparty to refund the relevant monies to the originating Axia FX Account without undue delay. Axia FX will advise the client of the outcome.
3.5         After closing out a Contract for any reason, Axia FX will send notice to the client showing the client's profit or loss arising from the closing of the positions.

4            CHARGES AND EXCHANGE RATES
4.1         The price at which a Contract is made will include Axia FX's costs incurred as a result of a single incoming payment and a single outgoing delivery payment. Multiple payments will be chargeable at the current standard rates of Axia FX.
4.2         The rates of exchange at which a client purchases or sells foreign currency will be advised to the client on entering that Contract and will be set out in the Contract Note. The relevant rate will be determined in accordance with Axia FX's assessment of risk and market pricing and will include Axia FX's own charges in entering into and performing the Contract.
4.3         Details of Axia FX's standard rates are set out on Axia FX's website at www.axiafx.com (as updated from time to time).

5            ELECTRONIC TRADING
5.1         Axia FX may, in its discretion make available to the client an electronic trading system for entering into Contracts (the "System"). For these purposes, Axia FX may from time to time issue the client with one or more user identification codes, passwords, authentication codes or such other information ("Security Information"). The client shall at all times maintain the confidentiality, and prevent the unauthorised use of, the Security Information. The client accepts full responsibility for the use and protection of the Security Information, which includes, but is not limited to, all Contracts entered using the Security Information. Should the client become aware of any deliberate or inadvertent disclosure, loss, theft or unauthorised use of the client's Security Information, the client shall notify Axia FX immediately. Axia FX shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Security Information.
5.2         Axia FX has the right, unilaterally and with immediate effect, to suspend or permanently withdraw the client's access to the System, or any part thereof, without prior notice, where Axia FX consider it necessary or advisable to do so, for example due to breach of any provisions of this Agreement, network problems, for maintenance, or to protect any client when there has been a breach of security.
5.3         The information available on the System is produced by Axia FX or by various independent sources ("Information Providers") and may be protected by copyright. The client agrees not to reproduce, retransmit, disseminate, sell or distribute the information in any manner without the express written consent of Axia FX and the relevant Information Provider(s). The client also agrees to take steps to ensure that the hardware and software that the client employs to access the System do not introduce any form of computer virus, worm, software bomb or similar item into the System, and agrees to indemnify Axia FX for any loss that it may suffer as a result of such introduction.
5.4         Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, Axia FX and its directors and employees will not be liable for any loss, cost, expense or damage whatsoever which may arise directly or indirectly as a result of any technical difficulties which the client may experience in connection with the System and which may lead to, but not limited to, transmission errors, malfunctions, failures, delays, hardware damage or software erosion and could possibly lead to economic and/or data loss as a result of installing, attempting to access, accessing, using, maintaining, modifying or deactivating the System or otherwise arising out of the negligence of Axia FX nor shall Axia FX be liable for the introduction of any computer virus, worm, software bomb or similar items into the client's computer hardware or software as a result of connection to the System on the proviso that Axia FX has taken reasonable steps to prevent any such introduction.

6            REPRESENTATIONS AND UNDERTAKINGS OF THE CLIENT
6.1         The client represents to Axia FX that on the date(s) upon which each Contract is entered into, performed and settled:
(a)          the client is acting as principal on its own account (and not as agent for or on behalf of any other third party);
(b)         the client has full power and authority and has taken all necessary steps to enable it to awfully enter into and perform each Contract;
(c)          all sums paid or to be by the client to Axia FX belong to the client and are not subject to any charge, encumbrance, restriction or other security;
(d)         all information supplied to Axia FX by the client is true and accurate in all material respects and the client will not omit or withhold any Information which would render such Information so supplied false or inaccurate in any material respect;
(e)         the client will provide to Axia FX on request such information regarding its financial and business affairs and identity as Axia FX may reasonably require (including without prejudice to the foregoing, all client due diligence information requested in relation to the obligations imposed on Axia FX under the Money Laundering Regulations 2007 (SI2007/2157), the Proceeds of Crime Act 2002 (as amended by the Serious Organised Crime Act 2005, the Terrorism Act 2000), the Payment Services Regulations 2009 (SI 2009/209) and any other relevant legislation (all as may be amended from time to time);
(f)          the client will take physical delivery of the currency to be delivered under a Contract;
(g)         the client will not treat any information provided by Axia FX as advice and is solely relying on its own judgement and any independent advice taken in entering into a Contract; and
(h)         the client will not enter into Relevant Trades for the purposes of currency speculation.
6.2         The client undertakes to Axia FX that it shall promptly (and, in any event prior to entering into any Contract) advise Axia FX if any of the information provided to Axia FX by it becomes incorrect or out of date.

7            DEFAULT
7.1         Axia FX may decline to perform or close out all or any part of any Contract at any time, without further liability for losses that may be sustained as a result and without giving prior notice to or obtaining further instructions from the client, in the event of any of the following:
(a)          the client failing to make any payment as it falls due;
(b)         (if the client is a company or other corporate body) the client being in liquidation or administration, unable to pay its debts, suspending or delaying payment of debts, making any composition with its creditors, having a receiver appointed over some or all assets, subject of a petition to the Court for winding up (other than for the purposes of a solvent amalgamation or reconstruction approved in advance in writing by Axia FX) or any other similar or analogous event that occurs in the United Kingdom or elsewhere;
(c)          (in all other circumstances) the client being bankrupt or otherwise insolvent, unable to pay its debts, suspending or delaying payment of debts, making any composition with its creditors, having security enforced against some or all assets, subject of a petition to the Court for bankruptcy or any other similar or analogous event that occurs in the United Kingdom or elsewhere;
(d)         the client failing in any respect to fully and promptly comply with any obligations to Axia FX or, through Axia FX, to any clearing house broker or bank;
(e)         (if the client is an individual) the client dies or is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 (as amended by the Mental Health Act 2007) or, in Scotland, an application under the Mental Health (Scotland) Act 1960 (as amended by the Mental Health (Care and Treatment) (Scotland) Act 2003);
(f)          it becomes, or will become, unlawful for Axia FX to maintain or give effect to all or any of the obligations under a Contract or if Axia FX or the client is requested or required to or to not close out a Contact (or any part thereof) or to vary any terms of settlement by any Court or governmental, police or regulatory authority (whether or not that request is legally binding);
(g)         anything relating to any of the events specified in this paragraph 7.1 occurs under the laws of any applicable jurisdiction or Axia FX (acting reasonably) considers it necessary to do so for its own protection including but not limited to the following circumstances:
(i)           protection from fraud and compliance with anti-money laundering legislation;
(ii)          market failure or other extreme market volatility;
(iii)         the client fails to comply with all of its obligations under a Contract; or
(iv)         default by a supplier to Axia FX (otherwise than as a result of Axia FX breach of contract).
7.2         The client shall immediately notify Axia FX if it becomes aware of the occurrence of any event referred to in this paragraph 7 or paragraph 8.2 (a) to (c).

8            LIMITATION OF LIABILITY AND INDEMNITY
8.1         The maximum liability of Axia FX under a Contract shall be an amount equal to the currency that is sold by Axia FX under that Contract. If Axia FX fails to perform its duties under a Contract, Axia FX shall in no way be liable to the client for any consequential or indirect loss the client may incur as a result.
8.2         The client shall keep Axia FX indemnified from and against all liabilities, damages, losses and costs, duties, taxes, charges, commissions or other expenses incurred by Axia FX in the proper performance of its services and the enforcement of it rights under these Terms of Business and any Contract and, in particular, but without limiting the generality of this indemnity, against all amounts necessary to compensate Axia FX for all liabilities, damages, losses and costs, duties, taxes, charges, commission or other expenses incurred by Axia FX as a result of:
(a)          the client breaching any term of these Terms of Business or a Contract; or
(b)         Axia FX acting on any written, oral, telephone, fax or electronic order which appears to Axia FX to be received from the client or an authorised person of the client; or
(c)          Axia FX exercising its rights under these Terms of Business to close out all or any part of any Contract before its applicable Maturity Date.
8.3         The indemnities set out in this paragraph 8 shall survive termination of any agreement under these Terms of Business.
8.4         If a client becomes aware that a Contract or other action of Axia FX, its employees or agents constitutes an unauthorised or incorrectly executed payment transaction as a result of the fraud, negligence or wilful default of Axia FX or any of its employees or agents, the client must immediately notify Axia FX (and in any event within 13 months from the date of the Contract Note).

9            DISPUTES, INTEREST AND COMPLAINTS
9.1         If a dispute arises between Axia FX and a client relating to the existence or terms of any Contract (a ''Disputed Contract''), Axia FX reserves the right to take such action as it deems necessary in relation to such Disputed Contract (including closing any open trade) without previously notifying and/or without having received instruction from the client. Axia FX may notify its client in writing once it has taken such action but, in the event that it fails to do so, the validity of Axia FX's action shall not be affected.
9.2         Any party found to be at fault in relation to a Disputed Contract will only be liable to the other party for the direct loss incurred (which shall exclude consequential losses, administration costs, other exchange rate losses and related expenses) (the "Loss Amount") plus interest at a rate of two per cent. per annum over the base lending rate of the Bank of England.
9.3         If a client fails to make any payment required under these Terms of Business by the required date interest shall accrue daily until the date of settlement in full at a rate of two per cent per annum over the base lending rate of the Bank of England.
9.4         A client which not satisfied with any aspect of the Payment Service provided by Axia FX may submit a complaint in writing addressed to Axia FX's Managing Director, (who at the date of these Terms of Business is David White) at Axia FX Limited, Angel House, 225 Marsh Wall, London E14 9FW. If, a client is still not satisfied following Axia FX's review of a complaint the client may contact the Financial Ombudsman Service.

10          DATA PROTECTION
10.1       The client agrees that Axia FX may hold and process, by computer or otherwise, any information gained from the client regarding the client or any authorised person of the client ("Personal Data"). The holding of Personal Data is subject to the Data Protection Act 1998. The client agrees that Axia FX, its employees and agents and any group company of Axia FX may have access to Personal Data for the purposes of providing services to the client (including, but not limited, to carrying out credit references and confirming identity) and/or generally improving the services Axia FX provides to its clients.
10.2       The client agrees that Axia FX may use Personal Data to provide the client with details of other Axia FX products and services that may be of interest to the client and may pass the Personal Data on to any organisation who assumes Axia FX's obligations and rights under a Contract.
10.3       If a client has given a specific further consent to Axia FX either in written or electronic form, Axia FX may pass Personal Data to third parties for other specified purposes.
10.4       The use of Personal Data under this paragraph 10 may result in such Personal Data being passed to organisations based outside the European Economic Area ("EEA") in countries that may not have laws in place that afford the same level of protection in relation to Personal Data as the laws of the countries within the EEA and the client consents to the passing of Personal Data in such a manner outside of the EEA.
10.5       If a client does not wish to receive any further information relating to other products or services from Axia FX or third parties the client should contact Axia FX at its registered office address and advise accordingly.
10.6       It is the responsibility of a client to keep a PIN number safe and to ensure that no unauthorised third party has access to it. If a client becomes aware that a third party has access to this information, it must immediately notify Axia FX so that the number can be cancelled and a new one issued. Axia FX reserves the right to cancel a personal identification number where it reasonably believes that third party may have had access to it and Axia FX will have no obligation in such circumstances to execute any Contract on behalf of the client.
10.7       If a client becomes aware of any unauthorised or incorrectly executed payment transaction, it must without delay notify Axia FX. In accordance with paragraph 8.2(b), Axia FX will not be liable for any unauthorised Contracts.

11          GENERAL
11.1       These Terms of Business and any Contract entered into pursuant to these Terms of Business set out the entire agreement and understanding of between the client and Axia FX regarding their subject matter and supersede all previous oral and written communications on the same subject matter.
11.2       Axia FX may at any time amend these Terms of Business by notice in writing or such other appropriate form of communication to the client. Any amendment shall take effect from the date of such notice or any later date specified by Axia FX but shall not affect any rights or obligations that have already arisen. Otherwise, these Terms of Business may only be varied by the written agreement of both Axia FX and the client.
11.3       If at any time any provision of these Terms of Business or a Contract is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, this shall not affect the legality, validity or enforceability of such provision under the laws of any other jurisdiction.
11.4       If a party fails to exercise or delays in exercising any right under these Terms of Business, by doing so it does not waive such right. The rights provided in these Terms of Business do not excuse other rights provided by law.
11.5       The parties agree and consent to:
(a)          the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
(b)         the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.
11.6       All recordings or transcripts referred to in paragraph 11.5 made by Axia FX may be retained or destroyed by Axia FX in accordance with its procedures from time to time.
11.7       These Terms of Business (and any subsequent Terms of Business created in accordance with paragraph 11.2) shall remain in force until such time as they are terminated by either party by giving notice in writing to the other party.
11.8       The benefit of this Agreement may not be assigned or transferred by the client without the prior written consent of Axia FX.
11.9       Any notice or document to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been duly given, unless provided otherwise, if left or sent by first class pre‑paid recorded delivery post or facsimile transmission or other electronic media to the recipient at the address set out in this Agreement, or using the relevant telecommunications number of the recipient as at the date hereof, or to such other address or telecommunications number as the recipient may from time to time designate in writing for such purpose. Any notice or document shall be deemed to have been received by the recipient two working days after the date of dispatch of the same by post, or where this notice or document is sent by hand or given by facsimile or other electronic media simultaneously with the delivery or transmission (as appropriate). To prove the giving of notice it shall be sufficient to show that it was dispatched or delivered.
11.10     These Terms of Business and each Contract entered into pursuant to these Terms of Business are subject to the laws of England and Wales.