Customer, as a user of Custom House Online Services, and Custom House USA, LLC, are the Parties to
this Agreement. In consideration of the covenants, agreements and warranties
set forth below, the Customer and Custom House agree as follows:
- “Agreement” 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 Signing Officer
completed and submitted to Custom House for the purpose of using Custom
User” means an employee or another person authorized by the Signing
Officer of the Customer to enter into Trades on behalf of the Customer,
access and use Custom House Online and its services on behalf of the
Customer, and/or to provide Custom House with settlement and delivery
instructions for completed Trades on behalf of the Customer.
Day" means a day on which commercial banks are open for business
(including dealings in foreign exchange) in the place specified for that
means money denominated in the lawful currency of a country.
House” means Custom House USA, LLC. Custom House USA, LLC does business under
the trade name of Western Union Business Solutions.
House Online" means the electronic foreign exchange dealing
platform provided by Custom House.
House Online Services" means the web-based services provided by
Custom House to the Customer using Custom House Online including: services
that enable the Customer to conduct Trades; information services; and
other services as provided by Custom House from time to time.
means the entity that has entered into this legally-binding Agreement to
access and use Custom House Online Services, as well as its officers,
directors, authorized users
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 Custom House Online
Access Device" means any device that allows the Customer to use
or to access Custom House Online including, but not limited to, a personal
to Customer funds temporarily held by Custom House in an electronic wallet
established by Customer for such purpose, for the convenience of Customer.
Provider" means any entity providing Custom House, whether
directly or indirectly, with Market Information including, but not limited
to, securities exchanges and financial news service providers.
Information" means information relating to the financial markets,
including, but not limited to, market data, research, analysis, forecasts
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 Custom House Online.
Officer" means the officer or director of the Customer of Custom
House who is authorized to commit the Customer to this Agreement with
Custom House in order to use Custom House Online Services for the purpose
of entering into trades providing Custom House with settlement and
delivery instructions for completed trades, and who must be a person who
is an authorized officer of the Customer or designate and an ”Authorized
User", as defined in this section, to undertake these same actions on
the user name and Password utilized by Customer to Custom House On Line.
means any software program provided to the Customer by Custom House that
enables the Customer to access or use Custom House Online.
means a transaction in which the Customer agrees to purchase or sell
Currency from or to Custom House using the Custom House Online Services.
has the meaning set forth in Section 8.6.
Date" means either the Business Day selected by the Customer for
the settlement of a Trade or if the Customer does not select a Business
Day for the settlement of a Trade, then two (2) Business Days following an
Representations and Warranties
Customer represents and warrants to Custom House that:
Customer entity is properly organized as a business organization and that
the Customer’s organization is in good standing with any and all
applicable agencies that govern the Customer’s activities and that it is
in conformity and compliance with the laws that govern the Customer and
its business activities.
Customer is fully and properly authorized to execute and deliver this
Agreement and is further authorized and able to perform the obligations
and transactions described herein.
the Customer is an Authorized User as defined herein, it is authorized by
the Signing Officer to enter into this Agreement and is in compliance with
all applicable legislation governing its activities.
of this Agreement and performance of the Customer’s obligations under this
Agreement does 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 bylaw.
information provided by the Customer to Custom House is true, correct and
complete to the best of the Customer’s knowledge and the Customer shall
notify Custom House promptly each and every time any relevant information
Transmission of Data and Information
Customer authorizes Custom House to transmit the Customer’s business 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 Custom House shall not be responsible or liable for any
such loss, error, transmission and/or communication failure that is outside of
the control of Custom House, 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 Internet
Google Chrome, or Safari and maintaining
Customer understands that, under applicable privacy legislation, Custom House
is only responsible for the security and integrity of the information under its
4.1 Customer’s personal information is processed under the
applicable law and controlled by Custom House, in accordance with this clause. Custom
House uses personal information the Customer provides to Custom House when
using Custom House’ products and Services, as well as other information that is
collected or generated during Custom House’ 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 Custom House improve its products
and services and operations.
4.2 Custom House may also use, collect from and share with other
businesses who work with Custom House information from other products and
services and convenience and/or rewards programs, which Customer has registered for during
Customer’s relationship with Custom House. Custom House will hold and retain the
information that Customer gives Custom House 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 Custom
House’ use and disclosure of this information as set out in this section.
4.3 Custom House 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. Custom
House may also provide the information to other organizations that help Custom
House 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. Custom House may add to information Customer provides with information
from available other business or individuals, including information to validate
the accuracy of Customer information provided by Customer.
Custom House 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.
4.4 The information Custom House holds may be accessed by Custom
House and its affiliates including but not limited to any authorized Custom
House 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
Custom House to see and get a copy of Customer’s information, which Custom House may charge a
small fee. Customer can also correct, erase or limit Custom House’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 Custom House, please contact Custom
House by emailing firstname.lastname@example.org
or calling 1-866-430-5386.
Compliance with Law; Anti-Money Laundering
with Law. Each 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 Custom House with personal information or information concerning its
business, which will be kept on record by Custom House in a
commercially-reasonable manner. Where required by applicable laws, Custom House
shall report transactions pursuant to this Agreement to the appropriate
regulatory or law enforcement agent.
appropriate measures to ensure
that it is not participating or assisting in money laundering or terrorist
Customer agrees that Custom House, at its sole discretion, may disclose any
transaction-related information in order to satisfy Custom House’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 Custom House’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.
Information. Upon request, the Customer agrees to provide any additional
information that Custom House may need to satisfy its obligations under Section
Processing. The Customer understands, acknowledges and agrees that all
wherever originated, may be processed by Custom House or may be processed on
behalf of Custom House by one or more of its affiliated Custom House Group
companies, one or more of which may be located outside of 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
Custom House Online Site Security and User Credentials
access Custom House Online Services, the Customer must first choose a unique
username and Password. In the event that Custom House assigns a Password to the
Customer, the Customer must change the Password to a new one. Custom House will
neither have knowledge of nor record any Password selected by the Customer.
Bank Verification, Customer Identification and Consent to Credit Check
Customer agrees to provide Custom House with the name and contact information
for a bank at which the Customer maintains an account in a country where the
Customer resides. Such bank must be a member of the Financial Action Task
Force on Money Laundering.
Signing Officer authorizes Custom House 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 Signing Officer has signing authority on the account
Customer further authorizes Custom House 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
Custom House. For the purpose of this Agreement, reasonable measures will
include but are not limited to the following:
(i) 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;
(ii) with credit bureaus and/or other
credit-granting agencies, to provide and receive, on a regular basis, credit
information concerning the Customer to ensure that Custom House records are up
to date and as accurate as possible.
Trade Password, Trade Completion
the Customer accesses Custom House Online Services through the web and engages
in a trade, the Customer shall self-identify by entering the required Sign-on
Credentials. If Custom House assigned a Password to the Customer, the Customer
must change it to a new Password of the Customer’s choice. Custom House will
not know the new Password or any subsequent Passwords selected by the Customer.
Before Custom House shall consider each trade to be final, the
Customer must clearly authorize, consent to, accept and finalize each Trade
using Custom House Online Services. Custom House shall deem a trade done when
the Customer, in the following order, performs the following: 1. Enters the
Customer’s Sign-on Credentials and accesses Custom House Online Services
through the web. 2. Enters the required transaction information into the fields
provided by Custom House Online Services.
3. Completes and accepts the Trade by clicking on the “Confirm Trade” button.
At the Customer’s completion of these steps, Custom House accepts
the Trade as final and is legally binding on the Customer.
Signing Officers and Authorized Users
- The Customer will, through its Signing Officer, designate an
Authorized User that it has authorized to: enter into Trades on the Customer’s
behalf; otherwise access and use Custom House Online Services on its behalf;
and to provide Custom House with settlement and delivery instructions for
completed Trades on its behalf.
- The Customer represents that its Authorized User is authorized to
enter into this Agreement and that any Trade by an Authorized User will be
enforceable against the Customer. Any prior restrictions on the authority of an
Authorized User, as defined herein, are hereby revoked. An Authorized User’s
authority to trade and otherwise use Custom House Online Services shall remain
valid and enforceable against the Customer unless the Customer specifically
advises Custom House that restrictions apply to an Authorized User’s authority
to enter into Trades and otherwise use Custom House Online Services.
- The Customer understands that, notwithstanding the facts that an Authorized
Users must be assigned their own Sign-On Credentials, the Authorized User’s
access to, and use of Custom House Online Services is made solely on behalf of
the Customer and the Customer agrees that it is responsible for the acts,
errors and omissions of the Authorized User as if the Customer had performed
those acts or made those errors and/or omissions itself.
Authorized User, authorized by a Signing Officer, shall be able to enter into
Trades on the Customer’s behalf; otherwise access and use Custom House Online
Services on its behalf; and to provide Custom House with settlement and
delivery instructions for completed Trades on its behalf, and the Authorized
(i) represents that he or she has full
discretionary authority to purchase and sell Currencies on behalf of the
Customer and that each Trade entered into on Customer’s behalf will be
enforceable by Custom House against Customer in accordance with its terms.
(ii) understands that all information
concerning trades made, or use of any Custom House Online Services used by an
Authorized User will be made available by Custom House to the Customer on whose
behalf the Authorized User acts.
Authorized User will have the authority to correct, change, verify or send data
on the Customer’s behalf, send information and communications to and from
Custom House, or access the Customer’s electronic communications and financial
Authorized User will not have the authority to further authorize other persons
to trade and otherwise access and use Custom House Online Services on the
behalf of a Customer on whose behalf the Authorized User may trade or otherwise
access and use Custom House Online Services. Custom House is not required to
obtain the Authorized User(s) signature or the actual evidence of the
Authorized User’s appointment – rather, the Signing Officer is confirming that
they have collected the relevant information about the Authorized User.
Representations 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.
The Customer indemnifies and holds harmless Custom House from and
against all claims made against it, costs, losses and expenses incurred by
Custom House arising out of, or in respect of, any claim that an employee or
other person who uses the Customer’s password was not authorized to enter into
a Trade on the Customer’s behalf and/or provide Custom House with settlement
and delivery instructions for completed Trades. This indemnity will survive the
completion of any Trade or the termination of this Agreement.
The Customer will indemnify and hold harmless Custom House from and
against all claims made against it, costs, losses and expenses incurred by
Custom House arising out of, or in respect of, any claim by a Customer that the
Authorized User was not validly authorized or authorized at all to enter into
or perform a Trade for a Customer or that a Trade for them is otherwise not
enforceable against them by Custom House. This indemnity will survive the
completion of any Trade or the termination of this Agreement.
8.5 Responsibility for Authorized and Unauthorized Access
The Customer will manage and control access to Custom House Online
and the ability to conduct trades and receive other services, by strictly
managing and controlling access to the Customer’s password.
It is the Customer’s responsibility to ensure that an Authorized
User is properly authorized to trade and otherwise use Custom House Online
Services on the Customer’s behalf.
is the Customer’s responsibility to ensure that the Authorized User’s Sign-on
Credentials do not become known to third parties.
Trades and other uses of Custom House Online conducted through an Authorized
User’s Sign-On Credentials, whether they are by Authorized Users or
Unauthorized Users, are the Customer’s responsibility and will be legally binding
on the Customer. The Customer shall indemnify and hold harmless Custom House
from and against any claims for damages, losses, costs, fees and expenses
incurred by Custom House arising out of or in respect of any unauthorized use
of the Customer’s password and this indemnity will survive the completion of
any Trade or the termination of this Agreement.
- The Customer will not
be responsible for any unauthorized use or trade that occurs after Custom House
has acknowledged to the Customer in writing receipt from the Customer of a
direction to terminate use of the Password used.
Customer must immediately notify Custom House when any new person becomes an
Authorized User or when any existing Authorized User is no longer entitled to
be an Authorized User.
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. The
Trade Confirmation is evidence of the completed Trade and the terms of the
The Trade will not be invalidated if, for any reason, the Trade
Confirmation is not presented to the Customer by Custom House 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 Custom House 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 Custom House immediately by calling the Customer Support Number,
and Custom House may provide the Customer with a confirmation by email or other
means setting out the terms of the Trade.
Payment for Trade
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.
b. The 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 Custom House with respect to the non-sufficient
funds in accordance with the terms under which the Customer holds such account.
Customer shall indemnify and hold harmless Custom House from and against any
claims made against it, costs, losses and expenses incurred by Custom House
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.
the Customer fails to settle the Trade on the Value Date for the Trade, Custom
House 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 Custom House for any and all costs and expenses incurred by Custom
House when it cancels the Trade and the Customer shall hold Custom House
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 Custom House 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 us;
administration charge of $100.00 U.S. to compensate Custom House for the time
spent to manage the Customer default with us;
and all bank charges that we incur due to the Customer default with us;
House's legal costs on a solicitor and client basis incurred as a result of the
Customer default with us.
Trade Incorporated Into Agreement
Each 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 Custom House and together
constitute a single agreement between the Customer and Custom House. If there
is any inconsistency between this Agreement and a Trade confirmation, the Trade
confirmation will govern.
Cancellation of Trade
If, for any reason, the Customer wants to cancel a Trade that has
been finalized and entered into the Customer may notify Custom House by calling
the Customer Support Number. Custom House may or may not have the ability to
cancel the Trade. The Customer understands that it is prudent to contact Custom
House immediately to make such a request.
Custom House 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 Custom House is not required to cancel the Trade.
If, after reasonable efforts are made by Custom House, it is
determined the Trade is cancellable, then Custom House may cancel the Trade,
but the cancellation of any such trade will be entirely within the sole and
absolute discretion of Custom House.
If a trade is cancelled by Custom House at the Customer’s request,
the Customer must reimburse Custom House for any expenses incurred by Custom
House when it cancels the trade.
Date of Trade
8.11 Rejection of Trade
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.
Custom House will use commercially-reasonable efforts to process the Customer transactions on the same day they are submitted through Custom House Online. Custom House 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, Custom House will not, in the absence of gross negligence or wilful misconduct, be responsible for failure, delays or errors in the completion of the transaction and have no liability for consequential damages, losses, or special damages.
Custom House reserves the right to reject any Trade that is incorrect, incomplete or unsatisfactory to Custom House for any reason and Custom House is not required to provide reasons for its decision.
8.12 Corrections To Trade
In the event that the Customer notices an error in the Confirmation, objects to the Confirmation, or believes that an unauthorized 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 Number immediately.
Within twenty-four (24) hours after calling the Customer Support Number, any such Objection must be confirmed in writing to Custom House, and it shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested, to Custom House at its principal address. If the Customer fails to object within the time frames specified Custom House will deem that the Customer ratified the Trade.
8.14 Reversing Trade
If the Customer or any Authorized User or unauthorized user using the Sign-on Credentials of an Authorized User makes an error in the process of entering a Trade, the Customer agrees that Custom House will not be responsible for any losses the Customer incurs or delays the Customer experience as a result of such an error. Custom House'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 Custom House 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.
- The Customer agrees to indemnify and hold Custom House 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 Custom House to correct. This indemnification shall be
binding upon the Customer and will survive termination of this Agreement.
8.15 Quoting Error
- The Customer may request that a Trade be reversed or amended. Custom
House may, at its sole discretion, attempt to reverse or amend the Trade.
Custom House has no obligation to cancel or amend a Trade. Custom House shall
not be liable if any such request to cancel or amend a Trade is not effected,
nor shall Custom House be liable for any service charges or currency rate
differences involved in reversing or amending a Trade.
a trade is reversed by Custom House at the Customer’s request, the Customer
must reimburse Custom House for any expenses, costs or losses incurred by
Custom House when it reverses the trade.
Should a quoting error occur due to a typo or obvious mistake in a quote,
Custom House will not be liable for any damages, claims, losses, liabilities or
costs arising from the quoting error. Custom House 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 Custom House, in its sole discretion, of the relevant
Currency at the time the quoting error occurred.
may authorize Custom House to hold funds for Customer for up to 90 days, in one
or more currencies as agreed by Custom House, pending further instruction for
delivery of the funds to Customer or a beneficiary. If Custom House does not
receive a timely Instruction for the disposition of such funds within such 90
days, those funds will be returned to Customer in the same currency in which
they were delivered to Custom House. Customer acknowledges and agrees that
Custom House shall not pay interest on funds held in the electronic wallet.
Use of ACH System; NACHA Rules
Customer agrees and acknowledges that in the event Customer instructs Custom
House to transmit a payment to a U.S. beneficiary, such transaction shall be
subject to the Electronic Funds Transfer Act, the Uniform Commercial Code
Article 4A, and the NACHA rules and that Customer is designated as Originator
of such transaction, as defined by the NACHA rules, and shall be bound by the
NACHA rules to the extent applicable to the transaction. The Customer
agrees that instructions to Custom House shall constitute authorization to Custom
House’s Originating Depository Institution (ODFI) to originate an ACH entry on
Customer’s behalf and Customer agrees to assume all obligations of an
Originator under the NACHA rules and shall in no event authorize a transaction
in violation of the laws of the United States. The ODFI may suspend or
terminate Customer’s right to submit ACH entries for breach of the NACHA rules
in a manner to permit the ODFI to comply with the rules. Custom House
and/or its ODFI may audit Customer’s compliance with this Agreement as it
pertains to this Section 8.
House may maintain a database of instructions the Customer or an Authorized
User, or any unauthorized persons who engage in a Trade or use Custom House
Online with the use of the Customer Password, have entered into Custom House
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 Custom House Online Trades in the absence of clear proof that Custom
House's records are erroneous or incomplete.
Custom House is not responsible and shall not be held liable to the
Customer for any payment that Custom House makes pursuant to incorrect
settlement or delivery instructions given by the Customer to Custom House,
including when said instructions are given by the Customer’s Signing Officer,
Authorized User, or any other person using the Customer’s Password. These
records will be subject to Custom House's privacy policies.
- In addition to other remedies available to Custom House,
if the Customer fails to pay any amount when due under this Agreement, Custom
House may set-off against such amount any amount payable by Custom House to the
whether or not the amount is owed to the Customer under this Agreement or under
- Custom House is entitled to set-off against any amounts
due to it by the Customer, any amounts received by Custom House from or on
behalf of the Customer including but not limited to moneys received as deposits
or margin deposits or funds held by Custom House in Customer’s Electronic
Wallet. Custom House may determine the application of any amounts which are to
be set-off at its own discretion.
- The Customer must not set-off against any amounts due
to it by Custom House, any amounts Custom House owes the Customer.
the avoidance of doubt, Custom House has the right to net or set-off any
amounts it owes to Customer against any and all amounts owed or that may be
owed to it by Customer, including any fees, losses or indemnities.
Customer may only enter into a Trade for the purpose of hedging the risk of
movement in the value of a Currency but not for the purpose of speculation or
investment. If Custom House suspects that Custom House Online has been used by the
Customer or an Authorized User, for speculation purposes, Custom House may
immediately terminate this Agreement, and Custom House 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 Custom House.
Information Services and Sources
Custom House believes that its market and other information is reliable insofar
that it is independently obtained from information sources and other providers
that Custom House believes to be reliable. However, the Customer understands
and agrees that Custom House and its information sources do not guarantee, for
any particular purpose, the timeliness, sequence, accuracy, completeness or
fitness of this information. Information provided by Custom House and made
available through Custom House Online may include views, opinions and
recommendations of individuals or organizations. The Customer understands and
agrees that the availability of this information through Custom House Online
does not constitute Custom House’s endorsement of any such views or opinions.
The Customer further understands and agrees that Custom House does not provide
professional advice through Custom House Online: information relating to
investment, tax, accounting or law, which is included in Custom House Online,
is to be considered information only and does in any way not constitute
Limitation of Liability
- Custom House 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 Custom
House Online or if Custom House Online or any Custom House Online Services are
not available, including, if for any reason, Custom House Online or any or all
of Custom House Online Services are not available during its normal hours of
limiting the generality of the foregoing, Custom House will specifically not be
liable: for communication malfunctions that affect the accuracy or timeliness
of messages or instructions between the Customer and Custom House 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 Custom
House Online; if any person fails to log off a personal computer and an
unauthorized Trade is entered into using Custom House Online; if, for any
reason, Custom House Online cannot be accessed by the Customer, if Custom House
Online does not function or is not available; or for any errors in/or malfunction
House 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 Custom House acting reasonably) be
posted on Custom House’s website by us, such rates may not be honored by Custom
House, in our sole discretion. Custom House’s liability to the Customer and
anyone claiming through the Customer hereunder for a breach of this Agreement
by Custom House shall be limited to the foreign currency value of the Trade
relating to the claim, determined as at the Value Date. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE CUMULATIVE AGGREGATE LIABILITY
OF CUSTOM HOUSE AND ANY OF ITS AFFILIATES INCLUDING WESTERN UNION UNDER THIS
AGREEMENT SHALL BE LIMITED TO A MAXIMUM AGGREGATE IN DIRECT DAMAGES SUFFERED IN
THE AMOUNT AS CALCULATED ABOVE. IN NO EVENT SHALL CUSTOM HOUSE, 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
ECONOMIC LOSS, 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.
Nonresident Alien and Foreign Corporation Withholding; Foreign Account
Tax Compliance Act ("FATCA").
the avoidance of doubt, the parties acknowledge and agree that it is the Customer's
responsibility to determine the chapter 3 and chapter 4 status of the Payee in
accordance with Internal Revenue Code sections 1441 through 1446 and 1471
through 1474, and that the parties' expectation is that Custom House would not
know or have reason to know of the withholding status of a payment to a Payee.
Accordingly, Customer represents and warrants to Custom House that Customer has
determined the chapter 3 and chapter 4 status of the Payee in accordance with
Internal Revenue Code sections 1441 through 1446 and 1471 through 1474, and the
regulations promulgated thereunder, and has withheld the appropriate amount, if
any, required. Customer shall indemnify and hold harmless Custom House from and
against any claims by the U.S. Internal Revenue Service (IRS) for tax,
interest, and penalties, and expenses incurred by Custom House arising out of
or in respect of the Customer's under-withholding or other noncompliance with
respect to the IRS withholding rules, including but not limited to FATCA. This
indemnity will survive the completion of any payment and the termination of
Modifications and Interruptions
16. Changes to
Custom House may modify Custom House Online and/or Custom House
Online Services at any time. From time to time Custom House Online and/or some
or all of Custom House 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 Custom
House is not responsible for any losses to Customer or any other person
resulting from the unavailability of Custom House Online or any of Custom House
- Custom House 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
Upon reasonable and prior notice to the Customer, which may include
communication via Custom House Online Services, Custom House may amend any
provision of this Agreement at any time and the Customer’s continued use of
Custom House Online after the date of any such amendment will constitute for
all purposes the Customer’s agreement and consent to any such amendment.
- Custom House may terminate this Agreement at any time without
notice. The Customer may terminate this Agreement at any time by notifying
Custom House in writing. Termination will be effective as of the close of
business on the day notice is received by Custom House.
to (c), termination of this Agreement by either Custom House 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
the event that Custom House is made aware of or has reason to believe any of
(i) that the Customer has provided false or
misleading information to Custom House; or
(ii) that the Customer has or is participating or has or is assisting in money
laundering or terrorist financing; or
(iii) that the Customer is being pursued by law enforcement and/or regulatory
then Custom House, at its sole discretion, may terminate this Agreement
immediately, and Custom House 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 Custom House.
that the Customer is subject to bankruptcy, liquidation or other insolvency
Custom House, at its sole discretion, may terminate this Agreement, and Custom
House shall be relieved of any obligations set out in this Agreement, including
any obligations arising out of any Order already placed with and accepted by
18. Post Termination.
to section 17(c), within two (2) Days of termination, each party shall pay all
amounts due, and the Customer will dispose of all materials received from
Custom House as per Custom House’s written instructions. Duties of payment,
delivery, and destruction of materials shall survive termination of this
19. Notices and
Communications of Instruction
this 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. Custom House may, at its discretion, rely and act upon telephone,
fax and any other electronically transmitted instructions from any person the
Customer who Custom House believes, in good faith, to be genuine and authorized
by the Customer to give said instructions. Custom House 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 Custom House shall have no liability
for consequential or special damages in connection thereto.
Address: Custom House12500
East Belford Avenue, Englewood, CO 80112.
This Agreement, including all transactions, shall inure to the benefit of Custom House, its successors and assigns and shall be binding upon the Customer and the Customer’s personal representatives, executors, trustees, administrators, successors, assigns, principals, officers and agents.
- Assignment. Any rights that the Customer has pursuant to this Agreement shall not be assigned, transferred, sold, or otherwise conveyed, except with the written authorization of Custom House. Custom House may, however, assign this Agreement to another party
without Notice to the Customer.
- Plural. In this Agreement,
singular includes plural and plural includes singular.
- Agreement Survives Failure of Specific Provisions. If 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 this Agreement.
- Conflict. This Agreement comprises the terms and conditions governing the relationship of the Parties. 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.
- Entire Agreement.
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 Custom House 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.
Headings 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.
Agreement shall be governed exclusively by the laws of the State of New York. The courts located in New York City, New York shall have exclusive jurisdiction for settling disputes arising from the Agreement and both parties irrevocably submit to that jurisdiction. This Agreement exists in addition to and not in substitution of any other present or future agreement between the Customer and
- Names and Marks.
At no 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 authorized to act for, the other party.
- Force Majeure.
Neither 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
- Hyperlinks. The Customer understands that hyperlinks or other links featured on Custom House’s website, which link to third party websites that are outside of control of Custom House, exist solely as a complimentary convenience of visitors to the Custom House website. Custom House 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 Custom House 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 Custom House’s website.
- Computer-Related Losses.
The Customer agrees that Custom House 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 Custom House’s transmission or communication system, an electrical power outage, or any other cause beyond Custom House’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 Execute
clicking the Submit button directly below this window, 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
Custom House that form part of this Agreement.