We shall provide the relevant Services (as may be agreed with you from time to time) to you in accordance with the Terms and the terms of the relevant FX Contract Notes, Payment Acknowledgements and Payment Confirmations and any other applicable confirmation notices in connection with the Services as may apply from time to time. If you wish to receive Services related to Investments from Finseta, you will need to undergo a separate onboarding process applicable to Investments. 2.1 2.2 2.3
Clients may contact Finseta in writing by email to UAE@Finseta.com or by posting a letter to our office or by phone to (+971) (0)4279 0750. Clients may also contact Finseta using the dedicated account manager contact details provided at the time of onboarding. These Terms are concluded in English and all communications shall be in English only. Finseta may contact the Client: (a) by telephone to the telephone numbers provided when agreeing to these Terms or any subsequent telephone numbers provided by or used by the Client or any Authorised Person; or (b) (c) 3. by writing to the email address(es) provided by the Client when agreeing to these Terms or any subsequent email address provided by or used by the Client or any Authorised Person to contact Finseta; or by using any other contact details any Authorised Person provided or used to communicate with Finseta.
3.1 In these Terms, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:
3.2 The Clause and paragraph headings used in these Terms are inserted for ease of reference only and shall not affect construction.
3.3 References to “writing” or “written” includes email.
3.4 References to times of the day are to that time in Gulf Standard Time (GST) and references to a day are to a period of 24 hours running from midnight.
3.5 References to persons shall include bodies corporate or bodies unincorporated, including a company, partnership, association, government or state.
3.6 References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
3.7 Except where the context specifically requires otherwise, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part.
3.8 If any condition or covenant contained in these Terms requires a party to it not to do an act or thing it shall be a breach of any such condition or covenant to permit or suffer such act or thing to be done.
3.9 References to statutory provisions, or enactments shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, or enactment (whether before or after the date of these Terms), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, or enactment.
4.1 The Client acknowledges that Finseta is not a deposit taking business and that Finseta is not licensed to hold Stored Value (as defined in GEN) and that all funds received by Finseta from the Client with respect to the Services are for the purposes of (a) Foreign Exchange Services for a non-speculative purpose (and whether a Client trades in a manner that is speculative remains within the sole determination of Finseta); and/or (b) the provision of Payment Services.
4.2 No interest will be paid by Finseta to the Client in respect of any funds received from the Client with respect to the Services, including in relation to Initial Margin and Variation Margin.
4.3 Finseta will make available, upon request, details of the currencies the Client may temporarily hold in a Currency Account, the currencies which may be purchased and sold and the currencies which may be used as collateral to satisfy requirements for Initial Margin and Variation Margin.
4.4 Finseta will always contract directly with the Client when entering into FX Contracts. Finseta does not act on the Client’s behalf or as an agent when purchasing currency from its counterparties.
The Client hereby represents, undertakes and warrants to Finseta on the date of these Terms and on a continuing basis that:
5.1 Save where agreed otherwise in writing, the Client confirms that it is acting as principal (and not on behalf of anyone else) and that it has full power and authority within the law to enter into these Terms and to enter into any Contracts with Finseta and to issue Payment Orders and the Client acknowledges that Finseta is also acting as principal in relation to each and every Contract and Payment.
5.2 the Client has and will maintain in effect all necessary consents, authorisations, approvals and (if the Client is not an individual) powers in the Client’s constitution in relation to Foreign Exchange Services and Payment Services and that the Client has complied with and will comply with all Applicable Regulations.
5.3 The Client confirms that all information provided to Finseta by the Client is true and accurate in all material respects and the Client will provide Finseta with any information which it reasonably requests in connection with any Contract or Payment.
5.4 Subject to the limited circumstances set out in Clause 12, Finseta operates on a strict “Execution Only” basis and does not provide advice or recommendations nor does it assess suitability of any product or service for the Client (unless expressly agreed otherwise). The Client confirms that it relies on its own judgement (or obtains appropriate advice from duly licensed parties) when availing itself of the Foreign Exchange Services and the Payment Services.
5.5 The Client confirms that it: (a) (b) has or will have the Sell Currency (or generally, the funds) under its control and will either arrange for the electronic transfer of the Sell Currency (or generally, the funds) to Finseta by the Value Date or confirms that Finseta may deduct the Sell Currency (or generally, the funds) from the Client’s Currency Account (or from the Segregated Account as applicable) on the Value Date (or instructs Finseta to do so, as relevant), pursuant to the terms of the relevant FX Contract or Payment Order; will accept delivery of the full amount of the Buy Currency (or any funds transfer to the Client into its Currency Account) and will either, within 10 Working Days from the date funds are received by Finseta for the Client: (i) (ii) accept payment into a third-party bank account belonging to the Client ; or provide a Payment Order to Finseta to pay the Buy Currency into a Beneficiary Account on the Value Date for the relevant FX Contract.
6.1 The Client agrees to make available and provide information and documentation which Finseta may reasonably request at any time in order for Finseta to comply with Applicable Regulations and/or make decisions as to whether or not to accept a Contract or require additional margin, including the financial health or status of the Client, its parent or any associated or group companies.
6.2 The Client agrees to notify Finseta of material changes to any information it has provided to Finseta. This includes information about the Client’s financial health, status, Authorised Persons, officers, directors, parties, shareholders, registered address, bankers, regulatory status and any other significant information which might reasonably affect Finseta’s decisions relating to the Client. Failure to notify Finseta of any adverse changes to the financial status of the Client is a material breach of these Terms.
6.3 For the purpose of the Services, the Client agrees that it will not enter or attempt to enter into Speculative Forward Contracts with Finseta at any time for itself or for any third party. If the Client fails to make a timely payment in relation to an FX Contract, in full or in part, due to Finseta then (without prejudice to any other right or remedy that may be available under the Terms or general law): (a) (b) Finseta may charge interest at the rate of 4% above the base rate, in force from time to time, of the Bank of England from the date payment is due until the date payment is made; and/or Finseta will be entitled to terminate the relevant FX Contract.
6.4 The Client will notify Finseta of any error or omission in any Contract Note sent by Finseta within one Working Day of receipt. Where a Contract Note is sent the Working Day after entry into a Contract the Client agrees to notify Finseta before the end of that Working Day of any error or omission. After this time has elapsed the Client is deemed to have accepted the terms of the Contract Note and will thereafter have no recourse to dispute the content or accuracy of the Contract Note. The Client agrees that the nature of the currency markets demands that any transaction between the Client and Finseta is time critical and therefore time and contractual certainty is of the essence in respect of precisely determining mutual obligations. 6.6 6.7 6.8
6.5 The Client agrees to provide Finseta with 30 business days’ prior written notice if it intends to: (a) (b) (c) change its country of incorporation; move its business operations to another country; or transact or attempt to transact products in or from another jurisdiction.
6.6 The Client acknowledges that Finseta reserves the right to amend, suspend, replace, add or withdraw any or all Investments if Finseta determines, in its absolute discretion, that it is unable to provide such Investments to/in, carry out transactions in, sell products to, or deal with clients in, such jurisdictions notified to it by a Client under Clause 6.6 above for any reason, including, without limitation, due to regulatory or tax requirements, change in its business strategy or its country risk appetite.
6.7 The Client will provide relevant information about your identity or the identity of the people who run your business and your ultimate beneficial owners. The Client agrees to provide Finseta with any information reasonably requested from time to time. Finseta may refuse Instructions if Client does not provide any information Finseta reasonably requires.
7.1 Based on the information available to Finseta and as permitted by (and defined under) Chapter 2 of the DFSA COB module, Finseta has classified the Client as either a “Retail Client”, a Professional Client” or a “Market Counterparty” (and such classification may be different for different Services).
7.2 Finseta has notified the Client of the relevant classification and the Client consents to being classified accordingly, as per the terms of the notification. The Client will therefore only benefit from the regulatory protections afforded to that relevant classification category of Client under Rule 2.2 of the DFSA COB module.
7.3 The Client has the right to request a different classification either generally, or in respect of a particular transaction within Foreign Exchange or Payment Services (subject to applicable classification criteria included in COB). It however is the policy of Finseta to not provide Foreign Exchange Services to Retail Clients and the consequence of a Client opting to be treated as Retail Client in connection with Foreign Exchange Services is that Finseta may terminate the Client relationship in accordance with these Terms. If Finseta receives a request of a Client to be reclassified as a Retail Client in relation to Payment Services, it will inform the Client whether or not it is able to accept the request and, if it does accept it, of any limitations that such re-re-classification may entail. Until such time, Finseta shall deal with the Client on the basis of its original classification.
7.4 The Client agrees and acknowledges that it is responsible for keeping Finseta informed about any change that could affect its classification, including but without limitation changes to the Client’s financial health. The Client acknowledges that where it is an assessed Professional Client, it may not under the Applicable Regulations propose to be treated as a Market Counterparty, unless the Client is an ‘assessed’ Professional Client pursuant to Article 2.3.8(2)(b)of the DFSA COB module which is wholly owned by a Holding Company that is a ‘deemed’ Professiona (g) or (h) of the DFSA COB module
8.1 The Client’s Currency Account is a multi-currency account that is a Payment Account which enables the Client to temporarily hold funds with Finseta in different currencies chosen by the Client and send and receive Payments.
8.2 The Client may only fund its Currency Account by electronic transfer from an account in the name of the Client or a third party (subject to applicable regulatory restrictions and in each case, subject to the discretion of Finseta). Finseta may choose to not allow a Payment into the Client’s Currency Account where it would be reasonable to prevent such Payment. For example, if the Payment would cause the Currency Account to exceed any funding limits or if the payment might cause Finseta to breach an Applicable Regulation.
8.4 If following repayment, Finseta identifies that any FX Contracts have been made or charges or fees incurred on the Client’s Currency Account, Finseta will notify the Client of such amounts and the Client shall pay any outstanding amounts owed to Finseta. 8.4
8.3 The Client may not assign or transfer any claims or rights it may have in respect of its Currency Account to any third party or otherwise grant any third party any security right or legal interest over it.
9.1 This paragraph sets out the terms and the basis on which Client Money is held as per Rule A5.9 of the COB Module. The Client is subject to the protection conferred by the DFSA Client Money Rules and as a consequence, Client Money will be held separately from money belonging to Finseta. In the event of the insolvency of Finseta, its winding up or any other “Distribution Event” stipulated by the DFSA, the Client Money will be subject to the DFSA Client Money Distribution Rules (as defined in the COB Module).
9.2 Finseta may decide to hold Client Money in a jurisdiction outside the DIFC and the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the DIFC.
9.3 Finseta holds Client Money that has been received into the Client’s Currency Account, in Safeguarded Accounts with a reputable bank and confirms that: (a) (b) (c) At no time is Client Money in the Safeguarded Account combined with Finseta’s own funds and all funds held in Safeguarded Accounts are legally recognised as belonging to Finseta’s Clients only, subject to Clause 9.3 below; The bank is not entitled to combine Safeguarded Accounts with any other account or to exercise any right of set-off or counterclaim against money in these accounts; and The purpose of keeping Client Money in Safeguarded Accounts is to ensure that in the event of Finseta’s insolvency or if a financial claim is made against Finseta, no creditor or claimant can claim funds held in these accounts. No lien is held over funds in Safeguarded Accounts and therefore no other person or institution will have any right or interest over the funds in these accounts.
9.4 Pursuant to Article A7.2.16 of the DFSA COB module, Finseta will not pay the Client interest on any funds received including balances held in Safeguarded Accounts. Finseta may retain any interest which accrues from funds held in any Safeguarded Account.
9.5 Finseta holds all Client Money in Safeguarded Accounts on trust for its Clients. The Client acknowledges that Finseta may pass funds held for or received from the Client in the Currency Account and /or held in the Safeguarded Account to its banking providers (acting as matched counterparty) in order to settle an FX Contract for which the Client has given Instruction or to satisfy the Client’s obligations, including amounts payable by the Client for Initial Margin or Variation Margin in respect of an FX Contract.
9.6 Where the Client pays money to Finseta or Finseta receives money for the Client from a third party prior to the execution of an FX Contract or Finseta receives money for the Client following completion of an FX Contract, Finseta shall (subject to its internal procedures and consistent with applicable DFSA Client Money Rules) hold such money in a Safeguarded Account. The Client may request Finseta (subject to the Client’s fulfilment of applicable obligations under these Terms and any rights that Finseta may have in relation to funds held by and for the Client, including but not limited to those set out in this Clause 22) to receive the corresponding funds into a bank account belonging to the Client by issuing a Payment Order at any time.
9.7 Finseta reserves the right to use funds to the disposal of the Client (either as Client Money or otherwise in the Client’s Currency Account) to pay for: (a) (b) at the time required under any FX Contract, any sums owing to Finseta under any FX Contract including, without limitation, the amount required to be paid in any Contract Note, any Initial Margin and/or Variation Margin; at the time required under any Payment Order, any sums required by Finseta to make any Payment; (c) at the relevant time, any other fees, costs, taxation liabilities, margin calls, or charges incurred by Finseta in relation to the Client.
9.8 Following fulfilment of all outstanding FX Contracts between Finseta and the Client under these Terms and/or Payment Orders (as applicable), any excess amount held by Finseta for the Client in respect of the Client’s FX Contracts or Payments shall be, after first being applied by payment to Finseta in satisfaction of all claims of Finseta against the Client arising under these Terms or under any FX Contract or Payment Order, held in a Safeguarded Account in accordance with DFSA Client Money Rules.
9.9 As its policy, Finseta may hold Client Money for a maximum of 10 Working Days. If Finseta holds Client Money for the Client for more than 10 Working Days from receipt, Finseta shall use reasonable endeavours to contact the Client to return the corresponding funds to the Client. If Finseta is unable to contact the Client, Finseta may send the corresponding funds, less any costs incurred (and any other deductions permitted under these Terms), to the last known bank account Finseta has on file for the Client.
9.10 Finseta does not accept payment in cash, cheque, credit or debit card. The Client must make all payments to Finseta by electronic transfer.
9.11 If the Client sends money to Finseta, Finseta will account for received funds into the Client’s Currency Account as soon as we receive it on a Working Day. If Finseta receives funds for the Client outside of a Working Day, Finseta will not account for it in the Client’s Currency Account until the next Working Day.
9.12 The Client can view the amount of Client Money (or other funds) Finseta holds in each of its Currency Accounts and/or the Safeguarded Account (as applicable) at any time by logging onto Finseta Online or by phoning Finseta using the contact details set out in Clause 2.1.
10.1 The Client must provide Finseta with the names and contact details of all Authorised Persons. Finseta will only accept Instructions from Authorised Persons and shall be entitled to assume that each Authorised Person is authorised to make any Instruction on the Client’s behalf unless it is notified to the contrary in writing by an officer, director, partner or similarly authorised representative of the Client. The Client must notify Finseta immediately upon an Authorised Person no longer being authorised to place Instructions and communicate with Finseta on the Client’s behalf. If the Client wishes to authorise a new Authorised Person, it must email Finseta from the corporate email of a listed director, or company secretary, or if a private client the personal email address that Finseta has on file for that Client.
10.2 Each Authorised Person may place an Instruction: (a) (b) (c) verbally by telephone using the telephone number of the Client’s designated account manager or otherwise by speaking to an appropriate Finseta employee via telephone; or by using Finseta Online; or via post or email (“Written Instructions”).
10.3 As applicable, once accepted by Finseta, any FX Instructions will form a FX Contract (along with the corresponding Contract Note, subject to these Terms and Applicable Regulations) and once accepted by Finseta, any Payment Orders will result in a Payment (subject to these Terms, the Payment Confirmation given and Applicable Regulations).
10.4 Finseta will act upon Instructions which are or reasonably appear to be from the Client or any Authorised Person. Finseta will consider the Client or an Authorised Person to have consented to an Instruction in the following situations: (a) Email – an Instruction received from an e-mail address registered with Finseta as belonging to the Client or an Authorised Person and/or generally used by the Client and/or an Authorised Person to communicate with Finseta shall be sufficient to authenticate an Instruction as being from the Client, and Finseta shall be entitled to act upon Instructions received from communication channels provided to Finseta by the Client; (b) Writing – Finseta can rely on the specimen signatures provided for the Client’s Authorised Person to substantiate the Instructions and a signature substantially resembling the specimen shall be sufficient; (c) (d) Telephone: in the case of Instructions made via telephone, where Finseta receives an Instruction from a telephone number registered with Finseta as belonging to the Client or an Authorised Person, Finseta will ask the caller to give his or her name and provide certain Security Details. Where that name is an Authorised Person and valid Security Details are provided, Finseta will assume that the caller is an Authorised Person and that the Instruction is from the Client; and Online – Finseta will rely on the use of the relevant Client or Authorised Person’s Security Details through Finseta Online to authenticate an Instruction as being from the Client.
10.5 Finseta may ask the Client to confirm an Instruction if it reasonably believes that the Instruction may not have come from the Client or an Authorised Person or if the Instruction is unclear or incomplete or we know that some of the information is incorrect. The Client acknowledges that it is responsible for all Instructions. The Client indemnifies Finseta for any losses incurred as a result of Finseta acting on Instructions, other than where Finseta is liable under Clause 24.
10.6 All FX Instructions are accepted at the sole discretion of Finseta. Situations where Finseta may exercise its discretion to refuse to accept an FX Instruction include the following: (a) (b) (c) (d) where there is limited liquidity in the market; where markets are disrupted or Finseta or there are other circumstances that would limit Finseta’s ability to fulfil an FX Instruction (for example a counterparty refuses to fulfil the FX Instruction); where Applicable Regulations would prevent us from fulfilling an FX Instruction; where we have doubts as to the authenticity of an FX Instruction.
10.7 Finseta accepts no liability for any losses, damages or otherwise as a result of refusing to accept an FX Instruction in accordance with this Clause 10.5. The Client does not have the right to cancel an FX Contract. However, the Client may, with our consent, close-out an FX Contract prior to the Value Date by giving notice in writing. In such an event, the Client will be liable for all of the costs, expenses and losses arising from the unwinding of the FX Contract.
11.1 The Client may instruct Finseta that: (a) (b) upon Finseta being willing and able to offer a foreign exchange rate specified by the Client, the Client will be deemed to have automatically issued Finseta with an FX Instruction in accordance with the Client’s requirements and upon filling the instruction Finseta will automatically execute an FX Contract (a ‘Limit Order’); if the foreign exchange rate that Finseta is willing and able to offer moves to a worst-case rate specified by the Client, the Client will be deemed to have automatically issued Finseta with an FX Instruction in accordance with the Client’s requirements and upon filling the instruction Finseta will automatically execute an FX Contract (a “Stop Loss Order”).
11.2 Limit Orders and Stop Loss shall remain open until either executed by Finseta at the Client’s specified foreign exchange rate or cancelled or amended by the Client prior to it being executed by Finseta (“Good til Cancelled”);
11.3 Limit Orders and Stop Loss Orders may be cancelled by the Client at any time prior to them being executed by Finseta. If the Limit Order and/or Stop Loss Order is not cancelled then the Limit Order and/or Stop Loss Order may be executed by Finseta in accordance with these Terms.
11.4 In order to instruct a Limit Order and/or a Stop Loss Order with Finseta, the Client needs to provide the following details: (a) (b) (c)
11.5 the specific foreign exchange rate the Client wishes to obtain (for a Limit Order) or the Client does not wish the rate to drop below (for a Stop Loss Order); the Buy Currency and the Sell Currency; the amount of the Buy Currency the Client wishes to purchase or Sell Currency the Client wishes to sell. The Client acknowledges that, after the Limit Order or Stop Loss Order has been executed by Finseta, the foreign exchange rate the Client could obtain by entering into a new FX Contract may be more beneficial to the Client than the foreign exchange rate in the Limit Order or Stop Loss Order, but the Client will still be bound by terms of the relevant Limit Order or Stop Loss Order.
12.1 Where it expressly agrees to do so, Finseta may provide Clients with advice on the merits of a particular specific Investment. All Investments are subject to risk.
12.2 Finseta may (in its absolute discretion and where it expressly agrees to do so) provide an advised dealing service under which Finseta shall deal with the Client in relation to Investments or arrange deals in Investments for the Client, pursuant to the advice provided by Finseta pursuant to Clause 12.1 above.
12.3 Finseta ordinarily provides the Client with an execution-only service which shall consist of Finseta making available certain Foreign Exchange Services, which Finseta shall carry out solely based on the Client’s instructions.
12.4 Where it expressly agrees to do so on a case-by-case basis, Finseta may also agree to provide the Client with research, strategy, valuation, and securities underwriting or placing services.
12.5 Any Instruction is transmitted at the Client’s own risk and Finseta shall not be liable for any loss suffered on account of any Instruction not received by it.
12.6 Without prejudice to Clause 10.5, Finseta may in its absolute discretion refuse to accept or act in accordance with any Instructions given by the Client. Where Finseta refuses to act on any Instructions, Finseta will notify the Client of Finseta’s refusal but Finseta will not be under any obligation to give a reason for a refusal to act.
12.7 Finseta may accept and act upon, without further enquiry, any Instructions believed by it in good faith and on reasonable grounds to be genuine. Nothing in these Terms shall oblige Finseta to do anything that it believes to be contrary to any Applicable Regulations.
12.8 Without prejudice to Clause 19 (Exclusion of liability & indemnity), Finseta accepts no liability for the partial or non-completion of or delay in completing any Instructions given by the Client or accepted by Finseta where this is caused by systems failure, market closure or other exceptional circumstances, including any instance where there is not a reasonable amount of time available to execute the transaction prior to the closure of the particular market or within any specified time limit. Further, Finseta shall not be held liable for any loss the Client may incur arising from any delay or change in market conditions before such transactions may be affected, whether caused by the inability to communicate with market makers, computer failure, labour dispute or any other reason beyond Finseta’s reasonable control.
12.9 By continuing to do business with Finseta under these Terms, the Client confirms that it agrees and gives its consent to Finseta’s Order Execution Policy available at https://bit.ly/3KnxiWl. Any material changes to its Order Execution Policy will be made available at the same website location. Finseta will notify the Client in the event of material changes to its Order Execution Policy. Finseta will consider the placement of orders by the Client to constitute the Client’s continued consent to its Order Execution Policy.
12.10 Finseta has the right (but is not obligated) to set limits and/or parameters to control the Client’s ability to place orders at Finseta’s absolute discretion. Such limits and/ or parameters include (but are not limited to) orders based on credit limits, trade size, mark to market limits and product suitability and such limits and/or parameters may be amended, increased, decreased, removed or added to by Finseta at its absolute discretion. Finseta may require the Client to limit the number of open positions which the Client may have with Finseta at any time and Finseta may in its sole discretion, acting reasonably, close out any one or more transactions in order to ensure that such position limits are maintained.
12.11 Finseta may engage in hedging or other positioning activity for its own account before or after the provision of a price to the Client for a transaction in order to manage Finseta’s exposure under that transaction, Finseta’s general market risk, or other trading activities. This may require Finseta to execute trades in such instrument and related instruments.
12.12 Any information Finseta provides to the Client relating to Foreign Exchange Services is believed, to the best of Finseta’s knowledge and belief at the time it is given, to be accurate and reliable, but no further representation is made or warranty given or liability accepted, as to its completeness or accuracy. Such information does not constitute an assurance or a guarantee as to the expected outcome of any such transaction. The Client should also be aware that market conditions and pricing may change between the time Finseta provides the Client with information and the time the Client approaches Finseta with a view to entering into a trade. The Client will notify Finseta of any changes to the Client’s business which may impact Finseta’s ability to continue to provide the Foreign Exchange Services to the Client under these Terms.
13.1 Finseta does not generally impose any charges, costs or expenses in relation to the provision of its Foreign Exchange Services. Where applicable, however, any charges, costs and expenses incurred by Finseta pursuant to these Terms (including but not limited to applicable taxes and duties) are payable by the Client and pursuant to the payment arrangements that Finseta may make available on its website from time to time.
13.2 The Client may request an itemised breakdown of any charges, costs and expenses, which Finseta will only provide where it is required to do so by Applicable Regulations or otherwise at Finseta’s discretion.
13.3 If the Client is a Professional Client or a Market Counterparty, the Client agrees that Finseta may, as permitted under Applicable Regulations, provide it with a more limited disclosure regarding any applicable charges and costs which may be less detailed than Finseta would be required to provide to Retail Clients or Professional Clients respectively. In particular, this limited disclosure will not include: (a) (b) information on applicable currency conversion rates and costs, where any part of the total charges and costs is to be paid in, or represents an amount of foreign currency; or an illustration showing the cumulative effect of costs on return.
13.4 Before Finseta provides the Client with its Foreign Exchange Services it will disclose to the Client information on payments and benefits, which will include a generic description of any applicable minor non-monetary benefits. Other non-minor benefits will be priced and disclosed separately. If Finseta cannot ascertain in advance the amount of any payment or benefit to be received or paid, Finseta can disclose to the Client the method of calculating that amount and Finseta will provide the Client with information on the exact amount of the payment or the benefit after it has been paid or received. Finseta will also inform the Client at least once a year about the actual amount of on-going payments or benefits received in connection with the Foreign Exchange Services that Finseta provides to the Client.
14.1 Clients’ knowledge and experience: Where (in the circumstances set out in Clauses 12.1 – 12.3) Finseta is Arranging (on an “advised” basis) and/or Advising on Financial Products (including investment recommendations) and only to the extent that suitability obligations under COB Rule 3.4 cannot be excluded or limited (and for completeness, this Clause therefore does not apply to Market Counterparties): (a) the Client shall, on request by Finseta, provide the necessary information to Finseta regarding: (i) (ii) (iii) (iv) its knowledge and experience in the investment field relevant to the type of Investments that Finseta is able to recommend; its financial situation, including its ability to bear losses; its investment objectives, including its risk tolerance; and such other information as Finseta considers necessary for the purpose of assessing the suitability of its advice or any investment recommendation, so as to enable Finseta to recommend Investments that are suitable for the Client and, in particular, are in accordance with its risk tolerance and ability to bear losses. The Client acknowledges that any assessment of suitability by Finseta is to enable Finseta to act in the best interests of the Client; and (b) 14.2 Finseta is entitled to assume that the Client has the necessary knowledge and expertise to understand the risks involved in relation to the particular Investment for which Finseta has classified the Client as a Professional Client or Market Counterparty, and, as such Finseta will not determine whether any such Investment is appropriate for the Client.
14.2 Suitability report: Finseta will document the assessment it makes in accordance with Clause
14.3(a) in a suitability report, which it will provide to the Client upon request. Following the assessment it makes in accordance with Clause
14.3(b), Finseta will notify the Client of the categories of transaction that Finseta has determined are suitable for the Client. Where Finseta has determined that transactions that it categorises as ‘high risk’ are suitable for the Client, it may require the Client to sign an acknowledgement of the risks associated with such transactions on an annual basis (or at such other frequency as Finseta may in its discretion decide) in order for the Client to continue to receive advice or investment recommendations in respect of such transactions.
15.1 For all Foreign Exchange Services and/or Payment Services, the Client will ensure that by the Value Date specified in the Contract Note or the Payment Order, it transfers sufficient funds in the Sell Currency (or funds generally as applicable) to Finseta. Unless Finseta has agreed otherwise in writing, settlement of any FX Contract or Payment Order related transactions shall therefore only be on a “delivery versus payment” basis.
15.2 All payments (and for that matter, all certificates and any other documents) required to settle the Client’s transactions must be delivered by the Client in time to enable Finseta to complete settlement of the FX Contract and the Payment Order promptly. Where documents and cleared funds are not held by us, Finseta is not obliged to settle any transaction under an FX Contract or a Payment Order.
15.3 Notwithstanding any other rights of Finseta, if the Client defaults in paying any amount when it is due to us, then (unless otherwise agreed) interest will be payable to Finseta at a rate of Finseta’s cost of funding plus 1%. Finseta may purchase financial instruments to cover the Client’s liability to deliver to Finseta and may debit any of the Client’s accounts with any losses Finseta suffer thereby. Finseta shall notify the Client of the same.
16.1 Finseta will issue a Contract Note to the Client in writing setting out the details of an FX Contract at the time of execution of the FX Contract. The Contract Note shall include the following: (a) (b) (c) (d) (e) the transaction number; the foreign exchange rate applying to the Buy Currency and Sell Currency; the amount of Sell Currency and Buy Currency; the Value Date; details of the relevant Finseta Safeguarded Account into which the Sell Currency should be settled.
16.2 Finseta may at any time issue Contract Notes in order to correct any errors or omissions in previously issued Contract Notes. Finseta will issue any such correction as soon as is practicable after any error or omission has been detected.
16.3 Contract Notes will be sent by email. They shall be deemed to have been received by the Client upon transmission if sent by email to the email address provided by the Client Contract Notes shall be sent to the last known email address given by the Client from time to time. It is the duty of the Client to ensure that Finseta has up-to-date contact information.
17.1 Where requested to do so by the Client, Finseta may, but it shall be under no obligation to, cancel, close out or restructure an FX Contract that it has purchased on behalf of the Client. Finseta may impose a charge where it agrees to do so. Such charge will be calculated based on prevailing market conditions by reference to current market levels and market expectations of future performance and future obligations under the transaction and may include associated costs such as credit charges and Finseta’s costs of funding and may be substantial. Illustrations will be provided to the Client separately, as necessary, when specific products are discussed.
17.2 Where the Client has multiple FX Contracts expiring on the same day, the Client may, with the permission of Finseta, settle FX Contracts on a net basis.
17.3 Finseta may close-out, cancel or void any or all FX Contracts, Limit Orders or Stop Loss Orders with the Client if either: (a) (b) (c) (d) (e) (f) (g) (h) the Client fails to make any payment when due to Finseta under these Terms for any FX Contract; the Client fails to provide any information Finseta reasonably requested in order to comply with Applicable Regulations; the Client fails to provide any information Finseta reasonably requested pertaining to the financial health of the Client, its parent, subsidiaries or group companies; the Client suffers any form of Insolvency or Finseta reasonably considers that this is likely to occur; the Client otherwise fails to comply with any of its substantive obligations under these Terms; Finseta has reasonable grounds to suspect that the Client is attempting to speculate and the Client is a Retail Client in accordance with COB; Finseta is requested to do so by any regulatory body; Finseta reasonably considers it necessary for its own protection, that of its Affiliates or for the protection of its Clients.
17.4 If Finseta cancels or reverses an FX Contract, the Client will be liable for any losses incurred by Finseta as a result. Any such losses must be paid to Finseta within one Working Day of the Client being made aware of the losses. Finseta will be entitled to take money from the Client’s Currency Account and/or the Safeguarded Funds (to the extent permitted under applicable DFSA Client Money Rules) to pay for any losses to Finseta.
17.5 If Finseta cancels any FX Contract (other than in accordance with Clause 17.3(h)), Finseta is entitled to retain any profit that may arise.
18.1 Without prejudice to Finseta’s other rights, Finseta reserves the right, at its cost and expense, to sell or realise Investments which it holds for the Client or is entitled to receive from the Client, to purchase Investments, to make delivery on its behalf and to cancel, close or hedge any outstanding transactions or positions without prior notice and at whatever price and in whatever manner it thinks fit, if: (a) (b) (c) the Client has failed for any reason to settle a transaction or the Client is otherwise in breach of these Terms; we otherwise become entitled to terminate these Terms forthwith without notice; or we consider, in Finseta’s absolute discretion, that such action is necessary to protect Finseta’s interests or those of any Affiliate(s).
18.2 Any proceeds arising from such actions or disposals will be applied to reduce or discharge the Client’s liabilities or indebtedness to Finseta. The Client will be liable to Finseta and shall indemnify Finseta on demand against all liabilities, costs, losses, claims and expenses incurred by Finseta in respect of any action taken pursuant to this Clause.
Close-out Netting
17.8 17.9 17.10
18.3 If any of the circumstances in Clause 17.3 occur and Finseta elects to close-out all FX Contracts, Limit Orders or Stop Loss Orders, Finseta will, by notice, specify a date to the Client, which may be immediate, for the termination of all such transactions in accordance with Clause 17.9.
18.4 On the date specified by Finseta in accordance with Clause 17.8: (a) (b) (c) (d) neither the Client nor Finseta shall be obliged to make any further payments or deliveries under any transactions and such obligations will be replaced by an obligation to settle the Close-out Amount in accordance with Clause 17.10; on or as soon as reasonably practicable after the date specified by Finseta in accordance with Clause 17.8, Finseta shall determine, in respect of each transaction, its total loss or (as the case may be) gain resulting from its termination, in each case expressed in the currency agreed by Finseta in writing or, failing such agreement, in a currency reasonably determined by Finseta at the prevailing rate at on such date (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, loss or (as the case may be) gain as a result of the termination, liquidation, obtaining, performing or reestablishing of any hedge or related trading position relating to each payment or delivery which would otherwise have been required to be made under such transaction); Finseta shall treat each loss to it, determined as above, as a positive amount and each gain by it, so determined, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in the relevant currency determined in accordance with paragraph (b) above (the “Close-Out Amount”); and the Close-Out Amount shall be determined as of the date notified by Finseta in Clause 13.5 or, if that would not be commercially reasonable, as of the date or dates following such date as would be commercially reasonable.
18.5 If the Close-Out Amount is a positive amount, the Client shall pay the Close-Out Amount to Finseta and, if it is a negative amount, Finseta shall, subject to Clause 17.8, pay an amount equal to the absolute value of the CloseOut Amount to the Client. Finseta shall notify the Client of the Close-Out Amount, and by whom it is payable, as soon as reasonably practicable after the calculation of such amount. The amount payable by a party to the other party pursuant to this Clause 17.10 shall be payable by the close of business on the Working Day immediately following the day on which notice of such Close-Out Amount is given, and shall bear interest at a rate of 4% above the base rate, from time to time in force, of the Bank of England from the Due Date and shall be compounded monthly. Finseta will be entitled to take money from the Client’s Currency Account to pay for the Close-Out Amount, where such amount is owed to Finseta.
19.1 Finseta gives no warranties or representations whatsoever in relation to the exchange rates it provides for any FX Contract and is under no obligation to provide the best or most competitive exchange rates available. Specifically, as the services of Finseta are “Execution Only”, no “Best Execution” obligation applies.
19.2 Finseta will not apply any fees, commissions or transfer charges and will be remunerated solely by the difference in the FX rate as stipulated in the Contract Note and the FX rate achieved by Finseta with our institutional counterparty. Finseta may deduct from any amount due to a Client such amounts as Finseta may be required to deduct by law.
19.3 Due to the nature of the currency market, Finseta does not offer fixed currency exchange rates. Finseta shall provide the Client with our currency exchange rates on a case-by-case basis. Accordingly, whilst Finseta issue every quote in good faith, we cannot guarantee that a certain exchange rate will be available to the Client when the Client issues an FX Instruction. The Client acknowledges that Finseta has no obligation to disclose to the Client any profit it makes on an FX Contract, save to the extent that any portion of such profit consists in a fee or payment from a third party, which Finseta is required to disclose in order to comply with Applicable Regulations (and save where applicable conflict of interest rules require otherwise).
20.1 Finseta will not be liable for any failure or delay in complying with its obligations under these Terms which results from: (a) (b) Unusual or unforeseeable circumstances which are beyond Finseta’s control and where Finseta could not have avoided the consequences even if it had taken all efforts to do so; or Finseta complying with Applicable Regulations.
20.2 Other than as set out in Clause 24, Finseta will not be liable for any loss, expense, damage, costs or compensation which may be suffered or incurred by the Client arising from or connected with any delay, failure or error in making any payment pursuant to an Instruction from the Client where such delay, failure or error is caused directly or indirectly by: (a) (b) (b) failure or error or essential maintenance or critical change or repairs or alteration of any computer system or communication system or transmission link of any kind under the control of a third party; unauthorised or incorrectly executed Payment Orders (by the Client), or the acts or omission of any third party.
20.3 Finseta is not liable for any Payment or FX Contract entered into with the Client on the Instructions of an individual who is no longer an Authorised Person, where the Client has failed to provide Finseta with written notice of same.
20.4 To the extent permitted by law and except as set out in Clause 24, the Client indemnifies Finseta and will keep it indemnified during the proper performance of its duties in respect of all liabilities, claims, losses and costs, including reasonable legal costs, suffered by Finseta and arising directly from any act or omission of the Client in breach of its obligations under these Terms.
21.1 If and so long as the Client is a Market Counterparty, it waives Chapter 13 of the COB Module to the fullest extent possible (including therefore, the requirements included in COB 13.3, COB 13.4 (and the associated additional disclosure requirements in COB A7.1), COB 13.5 (and the associated obligations on the part of Finseta included in section A7.2), and COB 13.7.
21.2 When submitting a Payment Order, the Client must confirm the details of the Payment, including: (a) (b) (c) full name and address of the Beneficiary; the account details of the Beneficiary and the Beneficiary’s banking provider which shall be as follows (the “Unique Identifiers”) (i) (ii) (iii) the account number, SWIFTBIC and payment code where the Beneficiary’s banking provider is located within the United Arab Emirates; or the IBAN and SWIFTBIC where the Beneficiary’s banking provider is located outside the United Arab Emirates; or such other details that Finseta request from the Client. the amount the Client requests to transfer to the Beneficiary in the relevant currency. 20.3 The Client acknowledges that Finseta will always make the payment using the Unique Identifiers provided. For certain Payments, Finseta may ask the Beneficiary’s bank to check if the name of the Beneficiary matches the account details provided. Where that happens, Finseta will share the result of that check with the Client and request confirmation to make the Payment. If the Client suspects that the Beneficiary and/or its bank have provided incorrect Unique Identifiers, the Client must contact Finseta immediately by telephone or email using the contact details set out in Clause 2.1. Where a Unique Identifier provided by the Client is incorrect, Finseta is not liable for non-execution or defective execution of the Payment Transaction but will take reasonable steps to recover the funds involved in the Payment Transaction insofar as required by Applicable Regulations.
21.3 The Payment Order shall be deemed to be received at the time at which it is received except where the Payment Order is received on a day which is not a Working Day or is received after 4 pm, Dubai time on a Working Day. In these cases, Finseta shall treat the Client’s Payment Order as being received on the next Working Day. If the Client asks to make a payment on a specific Working Day in the future, Finseta shall treat the Payment Order as having been received on that relevant future day.
21.4 How long it will take for a person to receive a Payment will depend on the currency and the jurisdiction of the person you’re paying. Payments in UAE dirhams within the UAE may take up to three Working Days.
21.5 Following receipt of a Payment Order, Finseta may: (a) (b) refuse that Payment Order for the reasons set out in Clause 20.9 and if so, Finseta shall (unless it would be unlawful to do so) notify the Client of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that led to that refusal. Such notification shall be given to the Client as soon as practicable following the refusal and in any event, by the end of the Working Day after the Payment Order was received. This will usually be done by email but Finseta may do this in other ways, such as by phone or text. A Payment Order which is refused by Finseta shall be deemed not to have been received for the purposes of Clause 20.4; and/or request further confirmation or information from the Client or an Authorised Person if Finseta reasonably consider that such confirmation or information is necessary and/or that Payment Order is ambiguous.
21.6 The Client may not withdraw consent for a Payment Order after it has been received by Finseta except if the Client has agreed that the Payment is to be made on a specific day in the future and the withdrawal of consent is received by Finseta prior to the end of the Working Day preceding the specified day for the making of the Payment.
21.7 Any withdrawal of consent for a Payment, in accordance with Clause 20.6, must be received by Finseta using the contact details set out in Clause 2.1. The Client must provide Finseta with relevant details of the Payment so that it can be cancelled, for example the transaction number. Finseta may charge the Client for any revocation of a Payment Order.
21.8 Finseta may refuse to execute a Payment Order if: (a) (b) (c) (d) the Client does not have enough money in their Currency Account (and/or standing to its disposal on the Safeguarded Account) in the relevant currency to make the Payment or the Payment exceeds any limits set by Finseta from time to time; the information provided by the Client is incomplete, inaccurate or unclear or the Client has not provided any information which is reasonably required to make the Payment (and Finseta may – subject to Applicable Regulations and its policies in that regard – allow the Client to remedy incomplete, inaccurate and unclear information); the Client has breached these Terms in a serious or repeated way. For example, the Client has not paid money it owes to Finseta or has not provided information which Finseta has requested; or Finseta reasonably considers that: (i) (ii) the Payment may cause Finseta to break an Applicable Regulation or face action by a regulatory, governmental or law enforcement body in any jurisdiction; the Payment Order has not been authorised by the Client or an Authorised Person; or(iii) the Client’s Currency Account, or any Payment, has been or is being used in connection with any fraud, scam or criminal activity.
21.9 Finseta is not responsible for any loss or damage the Client incurs where it refuses a Payment Order in the circumstances set out in Clause 20.9. Finseta may delay a Payment while it checks that these circumstances do not apply.
22.1 Finseta will make available to the Client Finseta Online from which the Client may operate their Currency Account for the purposes of providing Payment Services), place FX Services related Instructions and view FX Contract balances and otherwise access information in relation to any Client Money held by Finseta (in each case, subject to any limitations imposed under the DFSA Rulebook).
22.2 The Client will be able to view funds held on its Currency Account, the Payments it has made on its Currency Account and any FX Contracts.
22.3 Finseta Online may be unavailable from time to time for routine maintenance. Finseta shall provide as much notice as reasonably possible of any unavailability and shall have no liability to the Client for this. Payment details for transferring funds onto the Currency Account or otherwise making payments to Finseta will be published on Finseta Online.
23.1 The Client must notify Finseta via telephone or by email using the contact details set out in Clause 2.1 on becoming aware of the misappropriation of Finseta Online. This includes: (a) (b) The loss by the Client or any Authorised Person of their Security Details; and/or someone other than the Client or an Authorised Person knowing or using their Security Details or otherwise being able to gain access to Finseta Online.
23.2 The Client and each Authorised Person must take all reasonable steps to keep Finseta Online and their Security Details safe and prevent fraudulent use of the Services. This includes: (a) (b) (c) (d) (e) (f) the Client and each Authorised Person not telling anyone, including Finseta or someone purporting to be Finseta, the Client’s Security Details – we will never ask for Security Details via telephone or email or using any other method (except when the Client is required to enter those details on Finseta Online); the Client and each Authorised Person notifying Finseta, using one of the methods set out in Clause 2.1, as soon as it suspects or knows that someone other than themselves knows their Security Details or can otherwise gain access to Finseta Online; logging off Finseta Online every time the computer (or other device used to gain access to Finseta Online) is left by the Client or the relevant Authorised Person; always ensuring that login details and Security Details are not stored by the browser or cached or otherwise recorded by the computer (or other device used to gain access to Finseta Online); having recognised anti-virus software put on the device that the Client and each Authorised Person use to gain access to Finseta Online and the email account(s) that the Client
