Western Union Business Solutions (Australia) Pty Ltd, NZ branch – Online
FX T&Cs effective 1 November 2014.
Business Solutions (Australia) Pty Ltd, New Zealand branch (Company number 3527631
and Financial Services Provider number 168204), operating under the trading
name of Western Union Business Solutions provides foreign exchange and payment
services to individuals and businesses in New Zealand. These services allow a
Customer to purchase foreign currency through WUBS and instruct WUBS to deliver
the currency to a designated beneficiary account. WUBS is a subsidiary of The
Western Union Company.
governs the use of those services by each Customer.
of the covenants, agreements and warranties set forth below, the Customer and
WUBS agree as follows:
means these Terms and Conditions Agreement, together with all Trades,
schedules, attachments or other addenda attached or applicable hereto.
Form" means the application form that the Customer
completed and submitted to WUBS for the purpose of using WUBS Online.
Day" means a day on which commercial banks are open
for business (including dealings in foreign exchange) in the place
specified for that purpose.
means money denominated in the lawful currency of a country.
means the individual who has entered into this legally-binding Agreement
to access and use WUBS Online Services for the purpose of entering into
Trades and providing WUBS with settlement and delivery instructions for
Support Number" means the customer assistance
phone number located at the bottom of each page in the "Buy or Sell
Foreign Currency" section or any other sections of the WUBS Online
Access Device" means any device that allows the
Customer to use or to access WUBS Online including, but not limited to, a
Event" means where the Customer has initiated any
proceeding or process under the Insolvency Act of 2006 with respect to
Customer’s debts and obligations to creditors, being unable to pay debts
as and when they fall due, becoming incapable of managing your own affairs
(for any reason), entering into a compromise or arrangement with, or the
assignment for the benefit of, any of its members or creditors, or any
Provider" means any entity providing WUBS,
whether directly or indirectly, with Market Information including, but not
limited to, securities exchanges and financial news service providers.
Information" shall mean the user name and
Password selected by a Customer to access the WUBS Online Services.
Information" means information relating to the
financial markets, including, but not limited to, market data, research,
analysis, forecasts and commentary.
Beneficiary Account" means the bank account of a
person to whom the Customer has instructed WUBS to transfer funds.
means the secret combination of characters that the Customer selects from
time to time which, together with the Customer user name, enables the
Customer to gain access to WUBS Online.
means any software program provided to the Customer by WUBS that enables
the Customer to access or use WUBS Online Services.
means a transaction in which (i) the Customer agrees to purchase or sell
Currency from or to WUBS using the WUBS Online Services, and/or (ii) a
transaction in which Customer instructs WUBS to deliver an agreed amount
of currency to a Nominated Beneficiary Account.
Date" means either the Business Day selected by the
Customer for the settlement of a Trade to WUBS 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.
means Western Union Business Solutions (Australia) Pty Ltd, New Zealand
branch (Company number 3527631 and Financial Services Provider number
168204) a subsidiary of The Western Union Company. WUBS does business
under the trade name of Western Union Business Solutions.
Online" means the electronic foreign
exchange dealing platform provided by WUBS.
Online Services" means the web-based services
provided by WUBS to the Customer using WUBS Online including: services
that enable the Customer to conduct Trades; information services; and
other services as provided by WUBS from time to time.
2. The Customer
and Warranties. The Customer represents and
warrants to WUBS that:
Customer is an individual or a sole proprietor of a business.
Customer is of sound mind, at least 18 years of age and possesses full
of this Agreement and performance of the Customer’s obligations under
this Agreement will not violate any applicable statute, regulation or
bylaw and the Customer does not foresee that execution of this Agreement
will result in any violation of any applicable statute, regulation or
information provided by the Customer to WUBS is true, correct and complete and
the Customer shall notify WUBS promptly each and every time any relevant
by Customer. The Customer acknowledges that
WUBS has entered into this Agreement and will enter into the transactions
contemplated by this Agreement in reliance on the representations and
warranties in 2.1 above.
of Data and Information
Customer authorises WUBS to transmit the Customer’s personal account
application and agreement to the Customer at the email address the
Customer has provided in its application. The Customer understands that
data and information transmitted over the Internet can be lost and/or
subject to errors, which may result in data and information not arriving
exactly in the form it was sent or intended to arrive in.
Customer agrees that WUBS shall not be responsible or liable for any such
loss, error, transmission and/or communication failure that is outside of
the control of WUBS, including, but not restricted to, any loss, error,
and/or transmission failure, which the Customer may experience as a result
of the Customer’s failure to keep its hardware, software, and Internet
connections up-to-date, including failing to update its software to the
latest versions of the relevant internet browser, including but not
restricted to Internet
Chrome, or Safari
and maintaining 128-bit encryption. The Customer understands that, under
applicable privacy legislation, WUBS is only responsible for the security
and integrity of the information under its control.
personal information is processed under the applicable law and controlled
by WUBS, in accordance with this clause. WUBS uses personal information
the Customer provides to WUBS when using WUBS’s products and Services, as
well as other information that is collected or generated during WUBS’s
relationship with Customer. This includes information from other services
like money transfers, bill and business payments, loyalty or membership
program details, historical transactions, and marketing choices. This
information is used to provide Customer with the Services Customer agreed
to and activities like administration, customer service, anti-money
laundering duties, validate Customer details, to complete analysis and
research, to help prevent and detect of fraud, debt and theft recovery,
and to help WUBS improve its products and services and operations.
- WUBS may
also use, collect from and share with other businesses who work with WUBS
information from other products and services and convenience and/or
rewards programs, which Customer has registered for during Customer’s
relationship with WUBS. WUBS will hold and retain the information that
Customer gives WUBS about another person including the details of any of
Customer’s nominated beneficiary’s in order to execute the transaction. It
is the Customer’s obligation to ensure prior to providing this information
that Customer has notified and secured authorization from the other person
on WUBS’s use and disclosure of this information as set out in this
may transfer information to affiliates in countries other than the country
in which the information was originally collected or created, including to
affiliates in the United States. WUBS may also provide the
information to other organisations, that help WUBS run its business, if
there is a reasonable need, to carry out or aide the payment services,
future services, or for any of the reasons or uses set out in this
section. WUBS may add to information Customer provides with information
available from other business or individuals, including information to
validate the accuracy of Customer information provided by Customer. WUBS may disclose personal information, including without
limitation, name, customer ID number, address, transaction patterns and
bank account information, (i) if required to do so by domestic or foreign
law or legal process or (ii) to law enforcement authorities or other
government officials (including those in this country, the United States,
or elsewhere) for purposes such as detecting, investigating, prosecuting
and preventing crimes, including money laundering and related criminal
activity, and the recipients may further disclose the information for
these and other related purposes..
information WUBS holds may be accessed by WUBS and its affiliates
including but not limited to any authorized WUBS Service Providers for any
of the purposes set out in this section or for other purposes to which
Customer has agreed. Customer has a right to ask WUBS to see and get a
copy of Customer’s information, which WUBS may charge a small fee for.
Customer can also correct, erase or limit WUBS’s use of the information
which is incomplete, inaccurate or out-of-date. And Customer may object at
any time on legitimate reasons to the use of Customer’s information, where
the processing is not required to complete the Service, or required by law
or regulation. If Customer wishes to exercise these rights or no longer
wish to receive commercial communications from WUBS, please contact WUBS
by calling 0800 436 739 or by emailing email@example.com
or alternatively by writing to the address: Attention: Privacy Officer,
Western Union Business Solutions (Australia) Pty Ltd, New Zealand branch,
Level 12, 1 Margaret Street, Sydney, New South Wales, Australia 2000.
Disclosure. The Customer understands that WUBS takes appropriate measures to
ensure that it is not participating or assisting in money laundering or
terrorist financing. The Customer agrees that WUBS, at its sole discretion, may
disclose any transaction related information in order to satisfy WUBS’s legal
obligations under applicable law, including, but not limited to, anti-money laundering,
trade and economic sanctions laws and/or regulations, or as may otherwise be
required by law or court order. Furthermore, such disclosure may be made to any
governmental agency, body or department that exercises regulatory or
supervisory authority with respect to WUBS’s operations, where such disclosure
is made to satisfy routine governmental audit or examination requirements or as
part of informational submissions required to be made to such governmental
entities in the ordinary course of business.
Additional Information. Upon request, the Customer agrees to provide any
additional information that WUBS may need to satisfy its obligations under
Processing. The Customer understands, acknowledges and agrees that all
transactions, wherever originated, may be proceed by WUSB or may be processed
on behalf of WUBS by one or more of its affiliated WUBS Group companies, one or
more of which may be located outside the country of customer. As such, all
transactions, wherever originated, shall be processed in accordance with the
laws and regulations of the jurisdiction where the transaction is being
processed, including but not limited to, those laws and regulations relating to
anti-money laundering, anti-terrorism and foreign asset control.
to the inherent risks in transferring Currency between entities located in
different countries, WUBS is required to take measures to ensure that it is not
participating or assisting in money laundering or terrorist financing. The
Customer understands that law enforcement and regulatory agencies may
periodically inspect all Trades executed with WUBS either by the consent of
WUBS or pursuant to applicable law. Therefore, the Customer understands that
all information regarding Trades, accounts, and related transactions could
potentially be disclosed by WUBS to, and reviewed by, law enforcement and other
regulatory agencies in accordance with applicable law. WUBS shall have no
liability to Customer in the event a Transaction is delayed, withheld,
interdicted, or seized by any governmental authority, person, or entity acting
in accordance with applicable law.
6. WUBS Online
Site Security and Login Information
To access WUBS
Online Services, the Customer must first choose a unique username and Password.
In the event that WUBS assigns a Password to the Customer, the Customer must
change the Password to a new one. WUBS personnel will not have access to
Verification, Customer Identification and Consent to Credit Check
Customer agrees to provide WUBS with the name and contact information for
a bank at which the Customer maintains an account in a country where the
Customer resides. The Customer authorises WUBS to contact the Customer’s
bank to verify the Customer’s identity, signature, account information and
any and all other information relevant to this Agreement and the Customer
obligations under this Agreement. By providing said bank information, the
Customer represents and warrants that the Customer has signing authority
on the account described.
Customer further authorises WUBS to take all commercially-reasonable
measures to confirm the Customer’s identity and to examine the Customer’s
background with respect to the Customer’s ability to meet the Customer’s
obligations to WUBS. For the purpose of this Agreement, reasonable
measures will include but are not limited to the following:
- on an
ongoing basis, to request and obtain the Customer’s information, which
may be available from credit bureaus and/or other credit-granting
agencies, including the Customer’s bank, to assess the Customer’s credit
history and credit rating;
credit bureaus and/or other credit-granting agencies, to provide and
receive, on a regular basis, credit information concerning the Customer
to ensure that WUBS records are up to date and as accurate as possible.
Password, Trade Completion.
- Before the
Customer accesses WUBS Online Services through the web or by telephone
and engages in a Trade, the Customer shall self-identify by entering or
providing the required Password. If WUBS assigned a Password to the
Customer, the Customer must change it to a new Password of the Customer’s
choice. WUBS personnel will not have access to the new Password or any
subsequent Passwords selected by the Customer.
WUBS shall consider each Trade to be final, the Customer must clearly
authorise, consent to, accept and finalize each Trade using WUBS Online
Services. WUBS shall deem a Trade done when the Customer, in the
following order, performs the following: 1. Enters the Customer’s
Password and accesses WUBS Online Services through the web or provides the
Password verbally by telephone. 2. Enters the required transaction
information into the fields provided by WUBS Online Services or provides
the transaction information verbally by telephone. 3. Completes and
accepts the Trade by clicking on the “Confirm Trade” button or in the
case of a telephone initiated Trade, by verbally authorising the Trade.
- WUBS may
at any time without notice to the Customer suspend, withdraw or deny
access to the internet-based WUBS Online Services or decline to accept a
Trade by telephone for any reason including but not limited to security,
quality of service, failure by the Customer to pay an amount when due or
breach by the Customer of any provision of this Agreement.
- At the
Customer’s completion of these steps, WUBS accepts the Trade as final and
is legally binding on the Customer.
Made For Each Trade. All representations made in this
Agreement with regard to Trades shall apply each and every time the
Customer accepts, finalizes and enters into a Trade.
Customer shall indemnify and hold harmless WUBS from and against all
claims made against it, costs, losses and expenses incurred by WUBS
arising out of, or in respect of, any claim that an employee or other
person who uses the Customer’s Password was not authorised to enter into a
Trade on the Customer’s behalf and/or provide WUBS with settlement and
delivery instructions for completed Trades. This indemnity will survive
the completion of any Trade or the termination of this Agreement.
for Authorised and Unauthorised Access.
provided herein, all transactions must be completed using the Login
Information assigned to the Customer by WUBS or selected by Customer and
valid entry of such a the Login Information will constitute an
authorisation by the Customer to complete the Order specified
irrespective of whether the Login Information are entered by the
Customer must ensure that the Login Information is kept secure and
confidential. The Customer will advise WUBS immediately if the Customer
has any reason to believe that the Login Information allocated to the
Customer has not been kept secure and confidential.
Customer will manage and control access to WUBS Online and the ability to
conduct Trades and receive other services, by strictly managing and
controlling access to the Customer’s Login Information. It is the
Customer’s responsibility to ensure that the Login Information does not
become known to other parties.
Customer is authorised by WUBS to use WUBS Online to conduct Trades.
Notwithstanding the foregoing, all Trades and other uses of WUBS Online
conducted through the Customer’s Login Information, whether or not by
Customer, are the Customer’s responsibility and will be legally binding
on the Customer. The Customer shall indemnify and hold harmless WUBS from
and against any claims for damages, losses, costs, fees and expenses
incurred by WUBS arising out of or in respect of any unauthorised use of
the Customer’s Login Information and this indemnity will survive the
completion of any Trade or the termination of this Agreement.
Customer will not be responsible for any unauthorised use or Trade that
occurs after WUBS has acknowledged to the Customer in writing receipt
from the Customer of a direction to terminate use of the Password used.
- The terms
of each Trade will be set out in the Trade confirmation presented to the
Customer (as the person making the Trade) on the Trade confirmation
screen, which follows the Customer acceptance of the Trade. For Trades
completed by telephone, the Trade confirmation will be delivered by email
or facsimile. The Trade confirmation is evidence of the completed Trade
and the terms of the completed Trade.
- The Trade
will not be invalidated if, for any reason, the Trade confirmation is not
presented to the Customer by WUBS Online on the Trade confirmation screen
as a result of a computer malfunction or any other reason. If, for any
reason, the Trade confirmation is not presented to the Customer, the records
of WUBS with respect to that Trade will constitute conclusive evidence of
the terms of the Trade. If a Trade confirmation is not presented to the
Customer for any reason, the Customer should notify WUBS immediately by
calling the Customer Support Number, and WUBS may provide the Customer
with a confirmation by email or other means setting out the terms of the
Trade. The Customer must promptly verify all Orders to ensure that the
details of those Orders match the Customer’s records and the Customer will
report any discrepancies to WUBS on the same day.
Customer must provide WUBS with details of the Nominated Beneficiary Account
prior to or on the date stated in the confirmation, or otherwise specified
orally or in writing by WUBS. WUBS will rely on the account number specified
for the Nominated Beneficiary Account and will not check to ensure that the
name provided by the Customer accords with the account number.
Customer shall indemnify and hold harmless WUBS from any and all liabilities,
claims, costs, expenses and damages of any nature, arising out of or relating
to the Nominated Beneficiary Account being inaccessible for any reason.
shall not be liable for any charge or reduction in a payment to a Nominated Beneficiary
Account made by the financial institution holding a Nominated
- 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.
Customer must ensure that the bank account from which the Customer
payment obligations under a Trade are to be made, (i) is in the name of
the Customer; and (ii) contains sufficient cleared funds to settle the
Trade on the Value Date for the Trade. If the bank account does not
contain sufficient cleared funds to settle the Trade, the Customer will
be liable for any resulting fees payable by WUBS with respect to the
non-sufficient funds in accordance with the terms under which the
Customer holds such account. For payments funded electronically, WUBS
shall allow a reasonable period after the Value Date for the transaction
Customer shall indemnify and hold harmless WUBS from and against any
claims made against it, costs, losses and expenses incurred by WUBS
arising out of, or in respect of, any Customer misrepresentation as to
the bank account ownership. This indemnity will survive the completion of
any Trade or the termination of this Agreement.
- If the
Customer fails to settle the Trade on the Value Date for the Trade, WUBS
may, without limiting any other remedies that it may have, in its
absolute discretion cancel the Trade, in which case the Customer will
have to reimburse WUBS for any and all costs and expenses incurred by
WUBS when it cancels the Trade and the Customer shall hold WUBS harmless
for any losses suffered by the Customer or any third party as a result of
cancellation of the Trade. Without limiting the generality of the
foregoing, the Customer agrees that the Customer shall be liable to WUBS
for all of the following arising out of the Customer breach of contract:
damages for all our loss of profit and foreign exchange losses suffered by
administration charge of NZ$100.00;
- any and
all bank charges that we incur due to the Customer default with us;
legal costs on a solicitor and client basis incurred as a result of the
Customer default with us.
Incorporated Into Agreement
Trade is subject to this Agreement and the terms of each Trade set out in the
related Trade confirmation are incorporated into this Agreement and form a part
of this Agreement. This Agreement and the terms of each Trade together form the
agreement between the Customer and WUBS and together constitute a single
agreement between the Customer and WUBS. If there is any inconsistency between
this Agreement and a Trade confirmation, the Trade confirmation will govern.
- If, for
any reason, the Customer wants to cancel a Trade that has been finalized
and entered into the Customer may notify WUBS by calling the Customer
Support Number. WUBS may or may not have the ability to cancel the Trade.
The Customer understands that it is prudent to contact WUBS immediately
to make such a request.
- WUBS may,
at its sole discretion, use reasonable efforts to cancel the Trade, but
the Customer understands and acknowledges that once the Trade has been
finalized and entered into it is the Customer’s binding obligation and
WUBS is not required to cancel the Trade
- If, after
reasonable efforts are made by WUBS, it is determined the Trade is
cancellable, then WUBS may cancel the Trade, but the cancellation of any
such Trade will be entirely within the sole and absolute discretion of
- If a Trade
is cancelled by WUBS at the Customer’s request, the Customer must
reimburse WUBS for any expenses incurred by WUBS when it cancels the
- Date of
- If the
Customer selects the Value Date for the settlement of a Trade that is not
a Business Day in the legal jurisdiction in which any of the bank
accounts from which the Customer will be making or receiving payment for
a Trade resides (i.e. if the account is maintained at a bank in that jurisdiction),
the Value Date for the Trade will be the first day following the Value
Date that the Customer selected that is a Business Day in each of the
jurisdictions in which such accounts reside, notwithstanding anything to
the contrary in the Trade confirmation.
- WUBS will
use commercially-reasonable efforts to process the Customer transactions
in an expeditious manner. WUBS cannot control and is not responsible
for the time it takes financial institutions to settle accounts. If a
transaction is processed on the next business day for whatever reason,
WUBS will not, in the absence of gross negligence or wilful misconduct,
be responsible for failure, delays or errors in the completion of the
reserves the right to reject any Trade that is incorrect, incomplete or
unsatisfactory to WUBS for any reason and WUBS is not required to provide
reasons for its decision.
- In the
event that the Customer notices an error in the confirmation, objects to
the confirmation, or believes that an unauthorised party has made a Trade
on the Customer’s behalf (collectively referred to in this section as an
"Objection"), the Customer must call the Customer Support
twenty-four (24) hours after calling the Customer Support Number, any
such Objection must be confirmed in writing to WUBS, and it shall be
deemed received only if actually delivered or mailed by registered mail,
return receipt requested, to WUBS at its principal address or if sent by
email, with confirmation of receipt from WUBS. If the Customer fails to
object within the time frames specified WUBS will deem that the Customer
ratified the Trade.
- If the
Customer or any unauthorised user makes an error in the process of
entering a Trade, the Customer agrees that WUBS will not be responsible
for any losses the Customer incurs or delays the Customer experience as a
result of such an error. WUBS's inability or failure to detect and notify
the Customer of any error the Customer makes, regardless of the nature of
such error, shall not result in WUBS being held responsible for any
losses suffered by the Customer, including but not limited to in
connection with delays the Customer experiences or costs the Customer
incurs as a result of such error.
- WUBS is
not responsible and shall not be held liable to the Customer for any
payment that WUBS makes pursuant to incorrect settlement or delivery
instructions given by the Customer to WUBS, including when said
instructions are given by the Customer, or any other person using the
Customer’s Login Information. These records will be subject to WUBS's
Customer agrees to indemnify and hold WUBS harmless from and against any
and all claims, losses, liabilities, damages and costs, including, but
not limited to, reasonable attorney's fees and out-of-pocket expenses,
arising out of or related to any error that the Customer fails to correct
or arrange for WUBS to correct. This indemnification shall be binding
upon the Customer and will survive termination of this Agreement.
Customer may request that a Trade be reversed or amended. WUBS may, at its sole
discretion, attempt to reverse or amend the Trade. WUBS has no obligation to
cancel or amend a Trade. WUBS shall not be liable if any such request to cancel
or amend a Trade is not effected, nor shall WUBS be liable for any service
charges or currency rate differences involved in reversing or amending a Trade.
If a Trade is reversed by WUBS at the Customer’s request, the Customer must
reimburse WUBS for any expenses, costs or losses incurred by WUBS when it
reverses the Trade.
a quoting error occur due to a typo or obvious mistake in a quote, WUBS will
not be liable for any damages, claims, losses, liabilities or costs arising
from the quoting error. WUBS reserves the right to make the necessary
adjustments to correct the quoting error. Any dispute arising from such quoting
errors will be resolved on the basis of the fair market value, as determined by
WUBS, in its sole discretion, of the relevant Currency at the time the quoting
the Customer fails to pay any amount payable by it under this Agreement, it
shall immediately on demand by WUBS pay interest at the rate of 5% above the
prevailing Official Cash Rate (OCR) as published by the Reserve Bank of New
Zealand on the overdue amount from its due date up to the date of actual payment,
both before, on and after judgment.
the Customer fails to pay any amount payable by it under this Agreement, it
shall immediately on demand by WUBS pay interest at the rate of 5% above the
prevailing Official Cash Rate (OCR) as published by the Reserve Bank of New
Zealand on the overdue amount from its due date up to the date of actual
payment, both before, on and after judgment.
- WUBS may
maintain a database of instructions the Customer or any unauthorised
persons who engage in a Trade or use WUBS Online with the use of the
Customer Login Information, have entered into WUBS Online. These records
will be conclusive and binding on the Customer or any other person in any
dispute or legal proceeding as the best evidence of the Customer’s WUBS
Online Trades in the absence of clear proof that WUBS's records are
erroneous or incomplete.
- WUBS is not
responsible and shall not be held liable to the Customer for any payment
that WUBS makes pursuant to incorrect settlement or delivery instructions
given by the Customer to WUBS, including when said instructions are given
by the Customer or any other person using the Customer’s Login Information.
These records will be subject to WUBS's privacy policies.
10. Set Off
If the Customer
fails to make a payment or delivery when it is due under this Agreement or
under a Trade, WUBS may, without prior notice, set-off any amount owed by the
Customer to WUBS under this Agreement or under a Trade, against any amount owed
by WUBS to the Customer, whether or not the amount is owed to the Customer
under this Agreement or under a Trade.
The Customer may
only enter into a Trade for the purpose of completing a payment to a
beneficiary or for hedging the risk of movement in the value of a Currency but
not for the purpose of speculation or investment. If WUBS suspects that WUBS
Online has been used by the Customer for speculation purposes, WUBS may
immediately terminate this Agreement, and WUBS shall be relieved of any
obligations set out in this Agreement, including any obligations arising out of
any Trade already placed with and accepted by WUBS.
shall be solely responsible for evaluating and selecting the timing and nature
of all transactions entered into. The Customer must rely solely on his/her own
judgement in determining whether the WUBS Online Services, or any incidental
services provided by WUBS, are appropriate for the Customer's purposes. Any
information provided to you by WUBS that may constitute class (general)
financial product advice does not take into consideration your personal
objectives, financial situation or needs. Before acting on any class advice
provided to you by WUBS, you should consider how appropriate the advice is to
your financial situation, needs and objectives.
Services and Sources
believes that its market and other information are reliable insofar that
it is independently obtained from information sources and other providers
that WUBS believes to be reliable. However, the Customer understands and
agrees that WUBS and its information sources do not guarantee, for any
particular purpose, the timeliness, sequence, accuracy, completeness or
fitness of this information.
provided by WUBS and made available through WUBS Online may include views,
opinions and recommendations of individuals or organizations. The Customer
understands and agrees that the availability of this information through
WUBS Online does not constitute WUBS’s endorsement of any such views or
opinions. The Customer further understands and agrees that WUBS does not
provide professional advice through WUBS Online: information relating to
investment, tax, accounting or law, which is included in WUBS Online, is
to be considered information only and does in any way not constitute
- WUBS will
not be liable to the Customer for any loss, costs or damages that the
Customer incurs as a result of the Customer use of WUBS Online or if WUBS
Online or any WUBS Online Services are not available, including, if for
any reason, WUBS Online or any or all of WUBS Online Services are not
available during its normal hours of operation. Without limiting the
generality of the foregoing, WUBS will specifically not be liable: for
communication malfunctions that affect the accuracy or timeliness of
messages or instructions between the Customer and WUBS and/or which
prevent messages from being transmitted in whole or in part; if the
Customer makes errors, however careless, while entering information when
using WUBS Online; if any person fails to log off a personal computer and
an unauthorised Trade is entered into using WUBS Online; if, for any
reason, WUBS Online cannot be accessed by the Customer, if WUBS Online
does not function or is not available; or for any errors in/or malfunction
- WUBS shall
have no liability to Customer in the event a Transaction is delayed,
withheld, interdicted, or seized by any governmental authority, person, or
entity acting in accordance with applicable law.
- WUBS will
not be responsible for any loss, damages or injury suffered by the
Customer by reason of any act or omission that occurred in the course of
or in connection with the operation of any Electronic Access Device.
Should inaccurate exchange rates (as determined by WUBS acting reasonably)
be posted on WUBS’s website by us, such rates may not be honoured by WUBS,
in our sole discretion.
liability to the Customer and anyone claiming through the Customer
hereunder for a breach this agreement by WUBS shall be limited to the
foreign currency value of the Order relating to the claim, determined as
at the Value Date.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE CUMULATIVE AGGREGATE
LIABILITY OF WUBS UNDER THIS AGREEMENT SHALL BE LIMITED TO A MAXIMUM
AGGREGATE IN DIRECT DAMAGES SUFFERED IN THE AMOUNT AS CALCULATED IN
SECTION 14.4 ABOVE. IN NO EVENT SHALL WUBS, OR ITS AFFILIATES, DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER ANY THEORY OF TORT,
CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS,
PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR
SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Modifications and Interruptions
- WUBS may
modify WUBS Online and/or WUBS Online Services at any time. From time to
time WUBS Online and/or some or all of WUBS Online Services may
periodically be unavailable to the Customer during its normal hours of operation
in order to allow for maintenance and updates or for other reasons. The
Customer specifically agrees that WUBS is not responsible for any losses
to Customer or any other person resulting from the unavailability of WUBS
Online or any of WUBS Online Services.
- WUBS will
not be responsible for delays or failures in performance resulting from
acts beyond its reasonable control. Such acts include but are not limited
to, acts of God, strikes, postal interruptions, lockouts, riots, acts of
war, epidemics, fire, communication line failures, power failures,
equipment or software malfunction, earthquakes or other disasters.
16. Changes to
and prior notice to the Customer, which may include communication via WUBS
Online Services, WUBS may amend any provision of this Agreement at any time and
the Customer’s continued use of WUBS Online after the date of any such
amendment will constitute for all purposes the Customer’s agreement and consent
to any such amendment.
- WUBS may
terminate this Agreement at any time without notice. The Customer may
terminate this Agreement at any time by notifying WUBS in writing. Termination
will be effective as of the close of business on the day notice is
received by WUBS.
- Subject to
17.3 below, termination of this Agreement by either WUBS or the Customer
will not affect any Trades that were entered into prior to such
termination and this Agreement shall continue until all obligations under
those Trades have been performed.
- WUBS may
terminate this Agreement immediately, and WUBS shall be relieved of any
obligations set out in this Agreement, including any obligations arising
out of any Trade already placed with and accepted by WUBS in the event
that WUBS is made aware of or has reason to believe any of the following:
- that the
Customer has provided false or misleading information to WUBS; or
- that the
Customer has or is participating or has or is assisting in money
laundering or terrorist financing; or
- that the
Customer is being pursued by law enforcement and/or regulatory agencies.
Subject to s. 17.3,
within two (2) days of termination, each party shall pay all amounts due, and
the Customer will dispose of all materials received from WUBS as per WUBS’
written instructions. Duties of payment, delivery, and destruction of materials
shall survive termination of this Agreement.
19. Notices and
Communications of Instruction
agreement, written notice means notices shall be in writing and delivered by
postal mail, courier, email, or fax to the address, fax number, or email
address described below. Notice will be deemed effective upon receipt and, in
the case of faxes, if the form is legible. Should a delivery or transmission be
received on a non-Business Day, receipt shall be deemed to be the following
Business Day. WUBS may, at its discretion, rely and act upon telephone, fax and
any other electronically transmitted instructions from any person the Customer
who WUBS believes, in good faith, to be genuine and authorised by the Customer
to give said instructions. WUBS shall not, in the absence of gross negligence
or wilful misconduct on its own part, be responsible for reliance on said
instructions nor shall Customer House be responsible for failure, delays or
errors in the receipt of such instructions and, accordingly, the Customer
agrees that WUBS shall have no liability for consequential or special damages in
Western Union Business Solutions (Australia) Pty Ltd, New Zealand branch, Level
5, Zurich House, 21 Queen Street, Auckland, New Zealand
Agreement, including all transactions, shall inure to the benefit of WUBS, its
successors and assigns and shall be binding upon the Customer and the
Customer’s personal representatives, executors, trustees, administrators,
successors and assigns.
rights that the Customer has pursuant to this Agreement shall not be assigned,
transferred, sold, or otherwise conveyed, except with the written authorisation
of WUBS. WUBS may, however, assign this Agreement to another party without
notice to the Customer.
this Agreement, singular includes plural and plural includes singular.
Survives Failure of Specific Provisions.
any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidation of the remaining provisions of
Agreement comprises the terms and conditions governing the relationship between
WUBS and the Customer. If there are different or conflicting terms in any
schedule, attachment or other addenda attached hereto, then the terms of the
schedule, attachment or other addenda shall govern over the terms in this
Agreement, and all schedules, attachments or other addenda attached hereto,
constitute the entire agreement between the parties with respect to the use and
provision of the WUBS Services, and supersedes and replaces any and all prior
or contemporaneous understandings, communications or agreements, written or
oral, regarding related subject matter. The parties specifically understand
that there are no representations, warranties, guarantees, promises, or
agreements other than those set out in this Agreement and all schedules,
attachments or other addenda attached hereto.
in this Agreement are inserted for convenience of reference only and are not
intended to limit the applicability or affect the meaning of its provisions.
- Applicable Law.
Agreement shall be governed exclusively by the laws of New Zealand. All Trades
made hereunder shall be deemed to have been entered into and to have taken
place in New Zealand. The courts located in New Zealand shall have exclusive
jurisdiction for settling disputes arising from the Agreement and both parties
irrevocably submit to that jurisdiction.
- Names and
time shall either party make commitments for, or in the name of, the other
party. Except as specifically provided for in this Agreement, neither party
will: (a) use the other party’s name or proprietary marks without prior written
approval; or (b) represent itself as being affiliated or partnered with, or
authorised to act for, the other party.
party will conduct its activities under this Agreement in compliance with all
applicable laws, which may include, but may not be limited to, anti-money
laundering and licensing laws. The Customer may be required to provide WUBS
with personal information or information concerning its business, which will be
kept on record by WUBS in a commercially-reasonable manner. Where required by
applicable laws, WUBS shall report transactions pursuant to this Agreement to
the appropriate regulatory or law enforcement agent.
party will be liable for any failure or delay in performance (except for duties
of payment of any monies due under this Agreement) due to governmental acts
(including currency controls), acts of God, war or civil unrest, acts or omissions
of third parties, equipment or power interruption, market or banking
conditions, or other circumstance beyond the party’s reasonable control.
Customer understands that hyperlinks or other links featured on WUBS’s website,
which link to third party websites that are outside of control of WUBS, exist
solely as a complimentary convenience of visitors to the WUBS website. WUBS
does not review, monitor, endorse or control these third party websites and
therefore is not responsible for their content. The Customer agrees, as an
experienced user of the world wide web, that it uses the Internet at its own
risk and that WUBS is not liable for any losses and damages resulting from, or
in consequence of, the Customer following a link to a third party website which
is posted on WUBS’s website.
Customer agrees that WUBS shall not be responsible or liable to Customer or any
third party for any computer-related problems caused, directly or indirectly,
by any breakdown or failure of WUBS’s transmission or communication system, an
electrical power outage, or any other cause beyond WUBS’s control or
anticipation, including but not limited to delays in transmission of data or
information and/or computer viruses, which problems result in losses, damages,
claims (third party or any claims), costs or expenses, including attorneys’ and
any other fees.
21. Action to
By clicking the
Submit button, the Customer confirms that representations and warranties
included in the Agreement are true and that the Customer accepts this Agreement
in its entirety, including all of its terms, conditions, representations and