CORPORATE TERMS AND CONDITIONS OF BUSINESS

Foreign Exchange Services/ Money Remittance (all Corporate Clients)

Foreign Exchange Services/ Payment Account (non-Consumers, non-Microenterprises and non-Charities Clients)

These terms and conditions of business will be incorporated into the contract which is formed between us where you instruct us to perform, and we agree to perform, for you any of our corporate foreign exchange dealing services or payment services.

1. DEFINITIONS

1.1 In Equitrade FX Terms the following words have the following meanings:

“Acceptance” our acceptance of a Request communicated to you when a Transaction Confirmation is sent to you by e mail or if you make a Request by phone, when communicated verbally by one of our team (any such verbal confirmation will be

followed by a Transaction Confirmation);

“Additional Security Payment” any additional sum of money on top of the Security Payment which we may require

from you in the event of a Variation on a Trade

“Authorised Person” a living individual who is authorised by you and accepted by us to provide us with instructions on your behalf;

“Bank” means the Bank operating Equitrade FX’s Account;

“Business Day” 9am to 4.30pm Monday to Friday excluding Bank Holidays and Public Holidays in England (please

note that this is different to our office hours, details of which are published on Our Website);

“Close Out” a termination of a Trade prior to the originally agreed date or prior to settlement of a Trade;

“a Consumer, a Microenterprise or a Charity” the categories of payment service user referred to as such in the Regulations;

“Contract” the contract between you and us for the performance of any Trade, Own Account Payment or Payment Service;

“Contract Note” the document produced by us which outlines the Trade we have agreed to perform for you and any specific requirements concerning that Trade, which will be sent to you following our Acceptance;

“Forward Trade” a foreign exchange transaction forming part of Equitrade FX Services where you ask us to secure an exchange rate now but to make the transaction on a pre-determined future date more than 2 (two) Business Days after Acceptance;

“Future Payment Request” means a Request for a Payment Service to be performed by us at a future date and involving our holding funds for a period of time on a payment account;

“Equitrade FX”, “we”, “our” or “us” is a trading name of Equitrade Capital Ltd. Equitrade Capital Ltd is a company registered in England and Wales under number 04977383. Registered Office: 271 Hagley Road, Edgbaston, Birmingham. B16 9NB.

“Equitrade FX Services” Equitrade FX Services comprising the performance of any Trade and any Payment Service;

“Equitrade FX Terms” these terms and conditions of business;

“Market Order” a foreign exchange transaction forming part of Equitrade FX Services where we receive an instruction from you to buy or sell a currency at a predetermined exchange rate which is above or below the current exchange rate;

“Money Remittance” a simple transfer of funds to Your Nominated Account(s);

“Our Documentation” any papers, notes, forms or other documentation which we may require you to complete or persons to complete on your behalf from time to time, including (without limitation) for registration or money

laundering purposes and any authorisation or mandate;

“Our Nominated Account” the bank account that we nominate into which you must pay us any sums due to us relating to the Contract;

“Our Website” the website www.Equitrade FX.co.uk;

“Own Account Payment” a Money Remittance of the Traded Funds where Your Nominated Account(s) is your own bank account and not the bank account of another person;

“Payment Account Transaction” a series of fund transfers to Your Nominated Account(s) linked by a Future Payment

Request including “Mass Payments” and “Hold On Account” when provided as part of Equitrade FX Services;

“Payment Service” a Money Remittance and/or a Payment Account Transaction;

“Proof of Purpose of Payment” means any document or documents in such form as we shall require and specify as such whether before a trade is agreed or at any other time or times;

“Regulations” as defined in clause 13;

“Request” your request for a Trade and/or a Payment Service communicated to us when you request a Trade or Payment Service by e mail or if you are making a request by phone when you request a Trade order or Payment Service instructions to one of our team verbally;

“Same Day Trade” a transaction forming part of Equitrade FX Services where the Value Date is the same Business Day as the date of Acceptance;

“Security Payment” the amount which we may ask you to provide us with in advance to secure a Trade;

“Spot Trade” a foreign exchange transaction forming part of Equitrade FX Services where the Value Date is two Business Days after the date of Acceptance;

“Spread” the profit we make on the Trade and any fees or charges payable to us in connection with a Payment Service;

“third party” means any person other than you or us, including (without limitation) any body corporate or incorporate and any limited liability company or partnership including any group company or associated company;

“Trade” any foreign exchange transaction which you authorise us to make forming part of Equitrade FX Services, namely any Same Day Trade, Spot Trade, Forward Trade or Market Order but, for the avoidance of doubt, excluding any Payment Service;

“Traded Funds” any funds to which you are entitled under the Contract following settlement of the Trade;

“Transaction Confirmation” a communication sent to you following our Acceptance which confirms the Trade and/ or Payment Service we have agreed to perform for you and any specific requirements and made available to you on Our Website or sent to you by e mail or other means;

“Valid Invoice” means a trade invoice issued by a Pilot Enterprise in form and substance satisfactory to us that (a) is in relation to goods / services provided by the Pilot Enterprise; (b) is produced in the English language; (c) shows

your name and address and we may ask you to verify your name and address if it differs from the name and address that you gave to us when you registered with us; (d) is relating to goods / services provided that match the

nature of your business; and (e) shows the same bank details as Your Nominated Account(s)(s);

“Value Date” the date on which the Trade will mature or in relation to a Payment Service not fully funded by Traded

Funds the date we specify as such in the Transaction Confirmation;

“Variation” the difference between the original value of a Trade and the value if the Trade was immediately Closed Out (for example, as a result of exchange rate movements on a Forward Trade), up to a maximum of the full value of the Contract; “you” or “your” refers to you, our customer, being the firm or company with whom we contract to provide Equitrade FX Services; and “Your Nominated account(s)” your bank account or accounts or any third party bank account or accounts into which funds are to be transferred in performance of a Payment Service and notified by you to us in

advance when you instruct us to perform a Payment Service and confirmed in the Transaction Confirmation and

otherwise in accordance with Equitrade FX Terms.

1.2 All references in Equitrade FX Terms (unless otherwise stated) (a) to a person or persons shall include any natural person,

company, firm, partnership, trust, public body or other organisation; (b) to “clauses” are to clauses of Equitrade FX Terms; (c) to any legislation (including statutes, statutory instruments, statutory provisions or regulations) shall include them as amended or re-enacted from time to time; and (d) made in the singular shall include the plural and vice versa.

1.3 All headings used in Equitrade FX Terms are for ease of reference only and shall not affect the interpretation of Equitrade FX Terms.

2. CHANGES TO EQUITRADE FX TERMS

We may amend Equitrade FX Terms from time to time, for example in order to comply with changes in the law or regulatory requirements or due to changes in market conditions. If we make any change to Equitrade FX Terms, we will do so by email and/or by post and/or by placing a notice on Our Website. We will also make available the revised version of Equitrade FX Terms on Our Website. We will also inform you of the date from which any change is to take effect (“the Effective Date”). If you wish to receive a written copy of Equitrade FX Terms by post, we will send to the postal address we hold for you upon request. Changes that we make to Equitrade FX Terms will normally only apply to Contracts entered into after the Effective Date but will also apply to Contracts entered into before the Effective Date where we are required to make them do so by law or regulatory requirements.

3. LANGUAGE AND APPLICABLE LAW

Equitrade FX Terms are written in the English language which shall also be the language of the Contract. All communications between us shall be made in the English language. Equitrade FX Terms are governed by and shall be interpreted in accordance with English law and you and we hereby submit to the exclusive jurisdiction of the courts in England relating to any dispute or claim arising in connection with Equitrade FX Terms or the Contract.

4. FINANCIAL MARKETS

4.1 Market Information

In all matters relating to a Trade, the Contract, Equitrade FX Services or any information obtained from us, you shall rely on your own skill and judgement. Although we may provide you with information concerning the foreign exchange markets, you shall not rely on any comments made or opinion expressed whether by us or any member of our staff at any time concerning the merits or otherwise of any currency transaction or concerning

taxation matters, investment products, markets or any other matters whatsoever. It is entirely for you to decide whether or not to make a Request and entirely for you to decide whether or not a Request, a particular Trade,

and your instructions to us, are suitable for you and your circumstances.

4.2 Timing

You should be aware that banks have fixed cut off times for the receipt and dispatch of electronic payments. We are not responsible for and have no liability for any delay in or failure of any Trade which results from a late arrival of funds or from late receipt of instructions.

5. FORMATION OF CONTRACT

You may ask us to perform a Trade and/or a Payment Service for you, and we may accept your request to perform a Trade and/or a Payment Service for you on line orally or in writing. Each Request is an offer by you to

purchase some of Equitrade FX Services. We may, in our sole discretion, refuse to proceed with a Request or a Trade or (subject to the requirements of the Regulations) a Payment Service at any time. The Contract will be formed on Acceptance. Details of the Trade and/or the Payment Service will be communicated to you on Acceptance and

confirmed to you in a Transaction Confirmation and otherwise in accordance with Equitrade FX Terms. Each Trade and Payment Service which we perform for you is subject to a separate Contract. Each Contract incorporates Equitrade FX Terms.

6. YOUR RESPONSIBILITY TO US

6.1 Registration

Before we can perform any of Equitrade FX Services for you, you must register with us and properly complete all Our Documentation. In order to complete your registration, you must provide us with all the details we require and

in the form that we request from you, including details relating to your identity and proof of address and any other information we may require from you to enable us to complete our anti-money laundering process. If you

do not use Equitrade FX Services for 4 (four) years, you may need to re-register with us.

6.2 Legal requirements on us, including for Money Laundering

You will on request promptly supply us with or procure the supply to us of all information and documentation which we may ask you for at any time to enable us to comply with any legal requirements on us relating to Equitrade FX Services, including as required by the Money Laundering Regulations 2007. Such information might include proof of your identity and legal form (body corporate, partnership or trust), your structure and ownership, the nature of your business, your main income and other income and wealth sources and the reasons why you want us to carry out the Trade and/or Payment Services as well as information relating to any beneficial owner (essentially a person who is not you but who has ownership or control of you or your funds). Example of this information may include proof of your registered office or principal business address, confirmation of legal form and structure and any beneficial ownership, access to corporate documentation (such as Memorandum and

Articles of Association) and proof of identity of you (if you are a sole trader) any partner (if you are a partnership), director (if you are a company), member (if you are a LLP) , Authorised Person and any beneficial owner or other third party as well as Proof of Purpose of Payment and evidence of income and wealth sources.

6.3 Speculation

You must not use and shall procure that Authorised Persons do not use any of Equitrade FX Services for any speculative purpose and use Equitrade FX Services only for commercial purposes and not for investment purposes. You warrant to us that you will only use Equitrade FX Services in the ordinary course of your usual trade or business. You will not and will procure that Authorised Persons will not use any of Equitrade FX Services to try to profit from exchange rate fluctuations.

6.4 Password

It is your responsibility to keep safe and you will procure that all Authorised Persons keep safe any password (including any secure activation code which we may issue to you) which you or any Authorised Person may at

any time be required to use to access any part of Equitrade FX Services.

6.5 Information

You are responsible for the completeness and accuracy of all information you provide or any Authorised Person provides to us at any time, including in Our Documentation, in your Request and Your Nominated Account(s)

details. You must always provide us with instructions, and procure that all Authorised Persons provides us with instructions, in the English language. If, at any time, you ask us to communicate with any other person about any of Equitrade FX Services provided to you or on your behalf, we will not be liable to you for any disclosure of any information we make to that person and we are entitled to rely on and to treat any information disclosed

to us by that person as complete and accurate in all respects. You warrant to us that all information you or any Authorised Person will provide to us at any time will be accurate. You must keep your contact information and information regarding Authorised Persons up to date at all times and be available to be contacted and procure that Authorised Persons will be available to be contacted by us at all relevant times. You will notify us

in writing as soon as you become, or any Authorised Person becomes, aware of any error in any details you have, or any Authorised Person has, provided to us or any error in connection with the Trade. You will also notify us in writing immediately if any of the circumstances listed in clause 8.2.6 (which relate to your ability to pay us for Equitrade FX Services) occurs. You will not, and will procure that Authorised Persons will not, omit to tell us

anything or withhold any information from us which may affect our decision whether or not to provide you with Equitrade FX Services or to continue to do so. We are not responsible for any error or inaccuracy in any information you provide to us or for any changes you wish to make which are not properly notified to us in writing.

6.6 Capacity

You will not, and will procure that Authorised Persons will not, complete the Request on behalf of any third party and you will not, and will procure that Authorised Persons will not, provide us with any instructions for or on

behalf of or on account of any third party. We have no responsibility to and will not perform Equitrade FX Services for any person except you under the Contract. You warrant to us that you have full capacity to enter into the Contract.

Equitrade FX Corporate Foreign Exchange Services

6.7 Local Law

We are based in and operate our business out of England and in accordance with English law. We are not responsible for compliance with any other local law. You must satisfy yourself of any other local law requirements.

6.8 Authorised Persons

We will only accept instructions to carry out a transaction on your behalf from an Authorised Person. You must supply us with all details we require concerning any personnel whom you wish to become an Authorised Person before we can perform any of Equitrade FX Services for you. You must properly complete all Our Documentation relating to the appointment of any Authorised Person. No personnel will become an Authorised Person until

they have been accepted by us. Following our acceptance, we will treat the Authorised Person as having authority from you to instruct us in respect of all matters for which they are stated to be authorised by you in Our Documentation and all instructions from the Authorised Person as if they came from you. You warrant to us that all Authorised Persons have full authority from you to instruct us in connection with all matters in respect

of which they are stated to be authorised by you in Our Documentation. It is your responsibility to properly complete Our Documentation with all information relating to the Authorised Person and the scope of his

authority. You must notify us in writing immediately if you wish to change any information you have provided in Our Documentation relating to an Authorised Person, including if you wish to change the identity or scope of authority of an Authorised Person. You are responsible for the integrity of and all acts and omissions of all Authorised Persons. We are not responsible for any loss or harm which you or any other person may suffer or incur as a result of any act or omission of any Authorised Person. In the event that any Authorised Person should

at any time provide us with instructions which are against your interests or outside of the scope of his actual authority, we cannot be responsible unless those instructions also clearly fall outside the scope of the authority

of the Authorised Person as stated in Our Documentation. We may require specimen signatures of Authorised Persons at any time. Where required, you will procure that such signatures are provided to us upon request.

Our receipt of a signature substantially resembling the specimen will be sufficient for us to authenticate an instruction as genuine. We may also require written confirmation from an Authorised Person of any instruction

at any time.

6.9 Third Parties

The Contract is personal to you and us. We have no responsibility to and will not perform Equitrade FX Services for any third party under the Contract. You warrant to us that you are not acting for or on behalf of or as agent for any

third party.

6.10 Funding the Trade and/or Payment Service

Spot Trade

6.10.1 The amount we require from you will be due to and must be paid to us in full in cleared funds by no later than 12.00 midday on the Business Day we tell you in our Acceptance.

Forward Trade

6.10.2 The amount we require from you will be due to and must be paid to us in two parts:

(a) a Security Payment in full in cleared funds by no later than the Business Day we tell you in our Acceptance;

(b) the balance, in full in cleared funds by no later than 12.00 midday on the Business Day we tell you in our Acceptance will be the Value Date for the Trade.

6.10.3 In addition to the Security Payment and balance due to us referred to in clause 6.10.2, we may also require an Additional Security Payment from you to make up for any Variation which may have occurred on the Trade. We wil contact you if we require an Additional Security Payment from you and tell you the amount due to us. You must pay this amount in cleared funds to us within 24 (twenty four) hours of our request. Failure to do so may result in a Close Out.

Any Trade and/or Payment Service

6.10.4 You must pay all sums due to us for the Trade in full in cleared funds by the due date and time we specify into Our Nominated Account.

6.10.5 You must pay all sums due to us for a Trade or a Payment Service in the currency agreed in the Contract. We do not accept cash or cheques paid over the counter. If you attempt to make payment in cash, you will not have satisfied your payment obligation to us, and it may take up to 28 Business Days for us to return your cash to you.

6.10.6 You may not make any discounts or deductions or set off any amount we owe you from any amounts due to us.

6.10.7 We may charge interest on any sum due to us at any time which is not received by us in full in cleared funds by the due date at the rate of 4% (four percent) above the base rate from time to time of the Bank of England, and this interest will accrue daily from the due date until we are in receipt of the overdue amount in full in cleared funds.

6.10.8 You warrant to us that all sums you pay us and any security you give to us relating to the Trade (including any Security Payment or Additional Security Payment) or a Payment Service will be beneficially owned by you and not subject to any mortgage, charge, lien or other encumbrance.

6.11 Fraud or fraudulent activity

You will be liable to us for all losses which we suffer or incur relating to any fraud or fraudulent activity by you at any time.

6.12 CNY

6.12.1 Before we can perform a CNY Trade or a CNY Transfer for you, you must provide us with a Valid Invoice or Proof of Purpose of Payment for us to retain in legible form by either sending it by email to info@Equitrade FX.co.uk or by post to Corporate Sales at Equitrade FX, 271 Hagley Road, Birmingham, B16 9NB or to such other email, postal or fax address in the United Kingdom, which we tell you by notifying you in advance in writing.

6.12.2 You warrant to us that Your Nominated Account(s)(s) in respect of CNY Funds is held by a Pilot Enterprise and that You have instructed the CNY Trade and CNY Transfer in order to settle a Valid Invoice or that you have instructed the CNY Trade and CNY Transfer in relation to the Proof of Purpose of Payment which you have provided.

7. OUR RESPONSIBILITY TO YOU

7.1 We will:

7.1.1 provide Equitrade FX Services at all times in accordance with Equitrade FX Terms;

7.1.2 in relation to a Trade and/or a Payment Service:

(a) tell you what the Value Date will be;

(b) tell you what amount we require from you, together with the date and time by which we must be in receipt of that amount in full in cleared funds;

(c) use the contact information you provide us with to contact you, including to verify any transaction, to check your identity - or that of any partner (if you are a firm), director (if you are a company) or any Authorised Person –

or to notify you of any requirement for an Additional Security Payment;

7.1.3 in relation to any Payment Service that we have agreed to perform for you, (subject to any provisions in the Regulations affecting time for performance of any Payment Service falling within the ambit of the Regulations,

further details concerning which are set out in clause 13) perform it:

(a) if we are in receipt of your payment instructions by the Value Date and time we specify, as soon as practicable

after the Value Date (or, if the Value Date is not a Business Day, as soon as practicable after the first Business Day following the Value Date); or

(b) if we are not in receipt of your payment instructions by the Value Date and time we specify, as soon as practicable after we have received your payment instructions, but you should be aware that it can take more

than 5 (five) Business Days for the funds to clear, depending on local banking arrangements.

7.2 We will not be obliged to:

7.2.1 provide any of Equitrade FX Services to you unless or until you have met the requirements of clauses 6.1 (Registration), 6.2

(Legal requirements on us, including for Money Laundering), 6.3 (Speculation), 6.4 (Password), 6.5 (Information)

and 6.6 (Capacity) of Equitrade FX Terms;

7.2.2 perform any Payment Service until we are in receipt of cleared funds from you;

7.2.3 accept any money to perform a Trade or Payment Service from any person other than you;

7.2.4 proceed with any Trade having a value higher than any transaction limit which we may impose from time to time.

7.3 Settlement of liabilities and deductions

7.3.1 We may use any sum which we receive from you (including any sum forming part of any Security Payment we receive from you) at any time to settle any liability which we may incur relating to the Trade.

7.3.2 Where we are required by the law of any country, territory or state (for example, for tax reasons) to make any deduction from any amount that we receive from you for the Trade or from any of the Traded Funds, we must

make such a deduction. The amount that we deduct will be no more than the amount of our legal liability.

7.4 Safeguarded Client Money

7.4.1 Subject to the provisions of this clause 7.4 we must ensure we have safeguarded funds under the Regulations (“Safeguarded Client Money”). When buying or selling currency with us, overnight, Equitrade FX hold funds that we have received for the execution of your payment transaction in a safeguarded pooled client money bank account (“the Safeguarded Account”) which account has been designated and acknowledged by the bank under the Regulations, and use money from that account solely in the performance of Equitrade FX Services for you and other clients. Please note that the Regulations only protect relevant funds which are funds to be used for a payment transaction to a third party.

7.4.2 In the performance of Equitrade FX Services for you and other clients we may be required to pay money held in the Safeguarded Account out to counterparty banks or brokers as collateral for foreign exchange trades during

which period such money will not be held on trust for clients. Where we do this, the balance of funds remaining in the Safeguarded Account will be retained as Safeguarded Client Money and held on trust for clients.

7.4.3 When money is paid back to us from such counterparty banks or brokers we will pay that money back into the Safeguarded Account to be Safeguarded Client Money held on trust for clients.

7.4.4 We are entitled to make deductions from and take amounts from any sums which you pay to us to pay Spread due from you to us and to settle any third party’s charges or legal liability arising from the provision of Our

Services to you.

7.5 Certain High Risk or Complex Jurisdictions

7.5.1 We reserve the right not to accept or allow payments from or to, either directly or indirectly, certain jurisdictions

which we have determined, acting in our sole discretion, are high risk to our business or involve a higher level of complexity.

7.5.2 We further reserve the right to request additional information from you, including information on the payee, where payments are to be made to certain jurisdictions, acting in our sole discretion.

7.8 CNY

7.8.1 We will not be obliged to make a CNY Trade or CNY Transfer if the CNY Funds are not the same as the settlement amount given in the Valid Invoice.

7.8.2 We will only be obliged to make a CNY Trade in respect of those currencies that we in our complete and unfettered discretion advise you are available immediately before you instruct us to perform for you any of our corporate foreign exchange services in relation to the purchase of CNY.

8. TERMINATION

8.1 The Contract will expire automatically following full settlement of the Trade and, where you instruct us to perform a Payment Service, our performance of the Payment Service.

8.2 We may terminate the Contract immediately:

8.2.1 where you fail to provide us with any amount due to us relating to any Trade (including any Security Payment or

Additional Security Payment) or any Payment Service by the due date and time;

8.2.2 where we try to but are unable to make contact with you using the contact details you have provided to us, in the event that we require an Additional Security Payment;

8.2.3 where you do not provide us with instructions in writing, with all the details we require (including relating to Your Nominated Account(s), to perform a Payment Service at the same time or promptly after the receipt by us of Your Request for a Trade or Your Request for a Payment Service(whichever is the earliest Request);

8.2.4 where it becomes or may become unlawful for us to continue to provide you with Equitrade FX Services or we are required to do so by law or by any court of competent jurisdiction or we are required or requested to do so by any

governmental or regulatory body which authorises us to perform Equitrade FX Services;

8.2.5 following a material breach by you of any of Equitrade FX Terms (which would include any breach by you of any of the provisions of clause 6) or your non-compliance with any applicable statute or regulation or in the event that we

discover or have reasonable cause to suspect any crime, fraud or fraudulent activity by you;

8.2.6 in the event that:

(a) you suspend or threaten to suspend all or a substantial part of your business or the payment of your debts or you otherwise become unable to pay your debts as and when they fall due for payment within the meaning of

s123 of the Insolvency Act 1986 or are deemed unable to do so or as having no reasonable prospect of doing so

within the meaning of s268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing applies; or

(b) you commence negotiations with all or any class of creditors with a view to rescheduling any of your debts or for or you enter into any compromise or arrangement with your creditors (other than for the sole purpose of a

scheme for a solvent amalgamation or reconstruction); or

(c) a petition is filed, a notice is given, a resolution is passed or an order is made in connection with your winding up (other than for the sole purpose of a scheme for a solvent amalgamation or reconstruction); or

(d) an application is made to court, or an order is made, for appointment of an administrator or notice of intention to appoint an administrator is given or an administrator is appointed over you; or

(e) a person becomes entitled to appoint a receiver or administrative receiver over your assets or a receiver is appointed over your assets; or

(f) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of your assets; or

(g) you are subjected to any similar event to any of the above in any jurisdiction;

8.2.7 where, at any time, we reasonably believe that you will be unable to fund the Trade or where, in our sole discretion, we consider it necessary or desirable to do so for our own protection;

8.2.8 as provided for in clause 10 (Circumstances Beyond our Control).

8.3 When the Contract is formed, we will in the case of a Trade take on risk and incur liability straight away on your behalf and may in other circumstances also take on risk and incur liability straight away on your behalf. For this

reason, we do not give you the right to terminate the Contract except by contacting us where we are subject to any event the same as or similar to any of those listed in clause 8.2.6.

8.4 The provisions of this clause 8 (Termination) and clauses 3 (Language and Applicable Law), 9 (Our Liability), 10

(Circumstances beyond our Control), 11 (Linking and Framing), 12 (Confidentiality), 13 (Payment Service sand

the Payment Services Regulations), 14.1 (Third Party Rights), 14.6 (Entire Agreement) and 14.8 (Data Protection)

shall survive the termination or expiry of the Contract for any reason.

8.5 Consequences of Termination

If the Contract is terminated for any reason:

8.5.1 we:

(a) will Close Out any Trade not yet completed;

(b) will notify you of any loss that we make or liability we incur as a result of Close Out or termination;

to settle any of our liability or recompense us for our loss incurred in connection with the Close Out or termination, unless the Close Out or termination is as a result of our being subject to one of the events referred to in clause 8.3;

(d) return the balance of any sum remaining to you after settlement of all liabilities;

8.5.2 In the event that a trade is closed out, you are liable for any consequent loss at the point of execution (close out) and you must pay us on demand the amount of any loss that we make or liability we incur as a result of any

Close Out or termination, unless the Close Out or termination is as a result of our being subject to one of the events referred to in clause 8.3.

8.6 CNY

8.6.1 We may terminate the Contract immediately if the Bank rejects a CNY Trade or a CNY Transfer, and the Bank’s rejection shall constitute evidence of a Close Out.

8.6.2 In the event of a Close Out in respect of a CNY Trade or a CNY Transfer we shall only return the initial sum that you paid to us and will retain any profit made on that initial sum.

9. OUR LIABILITY

9.1 We are not liable to you for any loss or damage which you may incur:

9.1.1 9.1.1 as a result of any breach by you of any of the provisions set out in clauses 6.1 (Registration), 6.2 (Legal

requirements on us, including for Money Laundering), 6.3 (Speculation), 6.4 (Password), 6.5 (Information) and

6.6 (Capacity);

9.1.2 where we terminate the Contract in any of the circumstances set out in clause 8.2;

9.1.3 where we exercise our sole discretion (referred to in clause 5 - Formation of Contract) at any time to refuse to

proceed with a Request for a Trade or (subject to the requirements of the Regulations) a Payment Service;

9.1.4 as a result of any fluctuation in any exchange rate;

9.1.5 where you do not provide us with any amount we require from you by the due date;

9.1.6 as a result of any act or omission by you or any Authorised Person.

9.2 Save in relation to any Payment Service which we perform for you that is governed by the Regulations (further details concerning which are set out in clause 13), our total liability to you (whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with

the performance, or contemplated performance, of the Contract or any of Equitrade FX Services and in respect of any

representation, statement or tortious act or omission arising under or in connection with the Contract or any of Equitrade FX Services and for all and any losses, costs (including legal costs), claims, damages, expenses, taxes, charges

and any other liability whatsoever relating to the Contract or any of Equitrade FX Services (together “Liability”) is, subject to clause 9.6, limited to the lower of:

9.2.1 the total amount paid by you to us under the Contract; or

9.2.2 £500,000 (five hundred thousand pounds sterling).

9.3 You hereby fully indemnify us and shall keep us fully indemnified in respect of all and any liability (including any Liability) which we incur as a result of:

9.3.1 your breach of any of Equitrade FX Terms or of any other term or condition of the Contract or of any other term or condition relating to any of Equitrade FX Services; 9.3.2 any act or omission by you or any Authorised Person;

9.3.2 any termination of the Contract by us pursuant to clause 8.2.1, 8.2.2, 8.2.3, 8.2.4, 8.2.5 or 8.2.6.

9.4 We shall only be liable to you for any direct loss or damage caused to you or your property by us. In no event are we liable to you or any third party for any type of loss or damage which under English law is considered to be

“indirect loss” or “consequential loss” (being loss or damage which does not follow directly from our breach of the terms of the Contract) nor are we liable for any loss of data, loss of profits, loss of revenue, loss of turnover,

loss of sales, loss of production, loss of anticipated savings, loss of goodwill, loss of business opportunity or contracts or any special, indirect, consequential or pure economic loss, costs, damages, charges or expense or any other economic loss whatsoever arising out of or in connection with the performance, or contemplated

performance, of the Contract or any of Equitrade FX Services which an English court would not consider to be direct financial loss or damage to you or to your property.

9.5 We are not liable under the Contract to any third party and are not liable for any loss or damage whatsoever caused to any third party. You hereby fully indemnify us and shall keep us fully indemnified in respect of all and any losses, costs (including legal costs), claims, damages, expenses, taxes, charges and any other liability whatsoever which we may incur at any time to any third party in connection with our performance, or contemplated performance, of the Contract or any of Equitrade FX Services or otherwise in connection with any

instruction from you or any Authorised Person.

9.6 No provision of this clause 9, nor any other provision of Equitrade FX Terms, shall have as its object or effect the exclusion or limitation of any liability we may have for personal injury or death resulting from our negligence or for fraud or any other liability which it is not possible for us to exclude or limit by law or regulation.

10. CIRCUMSTANCES BEYOND OUR CONTROL

We are not liable to you if we are unable to perform any of our obligations to you or our performance of any of our obligations is delayed due to any circumstances outside of our reasonable control, including (without

limitation) any industrial action, labour dispute, act of God, fire, flood or storm, war, riot, civil commotion, siege, security alert, act of terrorism or any resulting precautionary measures taken, act of vandalism, sabotage, virus, malicious damage, compliance with any statute, statutory provision, law, governmental or court order, the actions or instructions of the police or of any governmental or regulatory body which authorises us to perform

Equitrade FX Services, cut or failure of power, failure of equipment, systems or software or internet interconnectivity or the occurrence of any extraordinary fluctuation in any financial market that may materially adversely affect

our ability to perform the Trade or your ability to fund the Trade. If any of these circumstances occur then the

Contract shall be suspended for the period during which they continue or, at our discretion, we may terminate the Contract.

11. LINKING AND FRAMING

We are not responsible for the content, policies or services of any third party or sites linked to or accessible via Our Website. The existence of any link to any other website does not constitute an endorsement of or

association with any such website or any person operating any such website. Any reliance on any content, policies or services of any third party or any website other than Our Website is at your sole risk. Any queries,

concerns or complaints concerning any website other than Our Website should be directed to the persons responsible for their operation.

12. CONFIDENTIALITY

12.1 We respect the privacy of the affairs of all our customers and always aim to treat customer information as confidential and to use customer information in confidence.

12.2 We will not treat customer information as confidential where it is already public.

13. PAYMENT SERVICES AND THE PAYMENT SERVICES REGULATIONS

This clause 13 (and its sub-clauses) explains certain important rights and obligations, including our liability to you, under the Payment Services Regulations 2009 (SI 2009 No. 209) (“Regulations”). After a foreign exchange trade is completed or we are otherwise holding funds pending performance of a Payment Service, we cannot hold onto those funds indefinitely and must send them either to the account where our client has directed us to send them or back to our client. In addition a client needs to have provided us with instructions in writing, including all the details we require (including relating to Your Nominated Account(s), to perform a Payment Service at the same time or promptly after the receipt by us of Your Request for a Trade or

Your Request for a Payment Service whichever is the earliest Request. We will only provide a Payment Account Transaction to you on the basis of information provided to us by you that you are in fact not a Consumer, a Microenterprise or a Charity. If you make a Request for a Payment Account Transaction You hereby represent and warrant to us as at the date of that Request and at all relevant times that you are not such a Consumer, a Microenterprise or a Charity and You and we hereby agree that pursuant to regulation 33(4) of the Regulations none of the provisions of regulations 40 to 46 (inclusive) of the Regulations will apply to the Contract and Equitrade FX Services. The Regulations set down some rules that we must follow to protect our client where they ask us to perform a Payment Service and this clause 13 (and its sub-clauses) applies to any Payment Service which you ask us to perform. This clause 13 (and its sub-clauses) does not apply to any Trade or Own Account Payment or to any

payment you make to us for any Trade or Own Account Payment, or to any payment we make to any person, or any person makes to us, in order to perform a Trade or Own Account Payment.

13.1 Information and notifications concerning a Payment Service

13.1.1 The Regulations require us to provide certain information and notifications to you concerning any Payment Service we perform for you.

13.1.2 We will communicate such information and provide you with such notifications using a method of communication which we reasonably consider appropriate, taking into account the nature of the information or subject matter of the notification, the contact details you have given us and how you are doing business with us or have done

business with us in the past.

13.1.3 This means that, save as otherwise expressly provided for in this clause 13 and save for notices in writing required

to be given by us referred to in this clause 13 (to which the provisions of clause 14.5 (Notices) apply), we may do so over the phone, by sending you an email or by writing to you. We may also direct you to particular pages or sections of Our Website and may provide you with or make available to you a copy of any brochures, leaflets or other documentation which we produce which we reasonably consider may be helpful.

13.1.4 We will provide you with any information that we are required by the Regulations to provide to you concerning

any Payment Service we perform for you in such manner and form and as often as we reasonably consider necessary to properly comply with our obligations.

13.2 Consent to carry out a Money Transfer

13.2.1 We will only accept an instruction to perform a Payment Service which is given to us in writing. Your instruction in writing, including all the details we require (including relating to Your Nominated Account(s)(s)), to perform a Payment Service will be treated by us as your consent to us to go ahead with and our authorisation to perform that Payment Service.

13.2.2 Further information and explanation about the steps you need to take to authorise us to perform a Payment Service for you will be given to you when you ask us to perform a transaction for you.

13.3 Withdrawal of consent to carry out a Payment Service

13.3.1 Where you have authorised us to perform a Payment Service, we will go ahead with that Payment Service unless:

(a) you provide us with clear instructions no longer to proceed with that Payment Service by notice in writing

received by us not later than the end of the last Business Day before the day that Payment Service was due to

take place; or

(b) we agree in writing with you that we will not do so.

13.3.2 For the avoidance of doubt, if the instructions in your notice are unclear we will not treat your consent to the Payment Service as being withdrawn and we will proceed with the Payment Service. For the purposes of clause

13.3.1(a) “not later than the end of the last Business Day” means not later than 4.30pm on that Business Day.

13.3.3 Where, in accordance with clause 13.3.1, you instruct us in writing that you no longer wish us to carry out a Payment Service or we agree in writing with you that we will not do so (each a “Cancellation”), and you do not

give us instructions in writing to carry out an alternative Payment Service for you at the same time or promptly after a Cancellation, we reserve the right to treat the Contract as terminated by you and the provisions of clause

8.5 will apply.

13.4 Unauthorised Payment Service

13.4.1 We may be liable to you under the Regulations where we perform a Payment Service for you that you did not

authorise us to perform.

13.4.2 Where you believe we may have performed such an unauthorised Payment Service, you should let us know as

soon as possible. We will then investigate the matter.

13.4.3 Subject to clause 13.4.4, where we have performed such an unauthorised Payment Service we will immediately

refund to you in full the amount of that funds which are the subject matter of that Payment Service.

13.4.4 You will not be entitled to any such refund:

(a) if you do not inform us by notice in writing without undue delay (and in any event not later than 13 months after the date on which the unauthorised Payment Service was made) on your becoming aware that an unauthorised Payment Service may have occurred; or

(b) if the Payment Service was authorised by you.

13.5 Failure to perform or incorrect performance of a Payment Service

13.5.1 We may be liable to you under the Regulations where we fail to perform or incorrectly perform any Payment Service that you authorised us to perform.

13.5.2 Where you believe we may have failed to perform or incorrectly performed such a Payment Service, you should let us know as soon as possible and, if you request, we will make immediate efforts to investigate the matter and let you know the outcome of our investigation.

13.5.3 Subject to clauses 13.5.4 and 13.5.5, where we have failed to perform or incorrectly performed such a Payment Service, we will without undue delay make good and correct the error and deliver the amount of the unperformed or incorrectly per formed Payment Service to Your Nominated Account(s) as originally instructed.

13.5.4 13.5.4 You will not be entitled to the remedy mentioned in clause 13.5.3:

(a) if you do not inform us by notice in writing without undue delay (and in any event not later than 13 months after the date on which the incorrect Payment Service was performed) on your becoming aware that failure by us to perform a Payment Service authorised by you or incorrect performance by us of a Payment Service authorised by you may have occurred; or

(b) where we are able to show that the authorised amount was received at the appropriate time by the person to

whom you instructed us to send the funds; or

(c) if the failure to perform or incorrect performance was due to you or any Authorised Person providing us with incomplete or incorrect information or was otherwise due to your fault or the fault of any Authorised Person.

13.5.5 We will have no liability to you for failure to perform or incorrect performance of a Payment Service where the reason for this was our refusal to proceed with that Payment Service or any part of it.

13.6 13.6 Refusal to perform a Payment Service

13.6.1 We may refuse to perform a Payment Service at any time for any reason including without limitation where you make

a Request for a Payment Account Service and we believe that you are a Consumer, a Microenterprise or a Charity.

13.6.2 Where we refuse to perform a Payment Service:

(a) unless it is unlawful for us to do so, we will tell you;

(b) if possible, we will let you know our reasons for our refusal; and

13.7 Limitation of liability for a Payment Service

13.7.1 Our total liability to you in connection with a Payment Service is in all cases limited to the funds which are the subject matter of the Payment Service together with any charges for which you may be responsible and any

interest which you may be required to pay as a consequence of any non-performance or incorrect performance by us of the Payment Service.

13.7.2 If we contravene any requirements imposed on us under Part 6 of the Regulations (which sets out certain obligations on us as a payment service provider, including relating to unauthorised, unperformed and incorrectly performed Payment Service), we will not be liable to you where this is due to abnormal and

unforeseeable consequences beyond our control, the consequences of which would have been unavoidable despite all efforts by us to the contrary or where this is due to other obligations imposed on us under other

provisions of Community or national law.

13.8 Additional Information relating to a Payment Service

If you ask us to provide you with any information or materials which we are not required to provide under the Regulations, we may ask you to pay us a fee to cover our costs of providing them to you. If you do ask us to do this, then we will advise you of any fee that may apply.

13.9 Complaints

We value all our customers and take our obligations seriously. We have established internal procedures for investigating any complaint that may be made against us in relation to any Payment Service. In accordance with our complaints procedure, any complaint you may make relating to any Payment Service must be made or confirmed to us in writing to Compliance Officer, Equitrade FX, 271 Hagley Road, Birmingham, B16 9NB.

If you are a qualifying complainant and are still dissatisfied following our response to any complaint, you may have a right to refer your complaint concerning the Payment Service to the Financial Ombudsman Service,

South Quay, 183 Marsh Wall, London E14 9SR. If you would like further details of our complaints policy relating to Payment Services please contact our Compliance Officer.

14. GENERAL

14.1 Third Party Rights

The Contract (Rights of Third Parties) Act 1999 shall not apply to the Contract. This means that only you and we have any rights, obligations or privileges under the Contract and no third party can enforce any of its terms or take any action under the Contract.

14.2 14.2 Severability

If any court of competent jurisdiction finds that any part of Equitrade FX Terms is invalid, unlawful or unenforceable for any reason those parts (to the extent possible) shall be deleted from Equitrade FX Terms and the remaining parts (to the

extent possible) shall remain in force and continue to be binding on you and us.

14.3 No waiver

No failure to enforce or delay in enforcing any right or remedy available to you or us under the Contract (including as provided for in Equitrade FX Terms or otherwise available under English law) will mean that you or we

cannot exercise any such right or remedy at a later date.

14.4 Assignment

14.4.1 You may not assign, transfer, charge or dispose of the Contract or any of your obligations, rights or privileges under the Contract to any third party at any time without our prior consent in writing.

14.4.2 We may assign, transfer, charge or dispose of the Contract in whole or in part or any of our obligations, rights or privileges to any third party at any time.

14.5 Notices

14.5.1 Where any notice is required by Equitrade FX Terms to be given in writing, it must be written in the English language and:

(a) where it is to be given by you, it must be sent by email to infor@Equitrade FX.co.uk or by post to Corporate Sales

at Equitrade FX, 271 Hagley Road, Birmingham, B16 9NB or to such other

email or postal address in the United Kingdom which we tell you to use by notifying you in advance in writing in accordance with the provisions of this clause 14.5;

(b) where it is to be given by us, it must be sent by email to the last email address which we hold for you or by post to the last postal address we hold for you, or to such other email or postal address in the United Kingdom

which you tell us to use by notifying us in advance in writing in accordance with the provisions of this clause 14.5.

14.5.2 Any notice sent by email will be treated by you and us as being received on the first Business Day coming after the day on which it was sent and any notice sent by post will be treated by you and us as being received on the

second Business Day coming after the day on which it was posted.

14.6 Entire Agreement

The details set out in your Request and our Acceptance (each as confirmed in our Contract Note) and Equitrade FX Terms form the entire agreement between us concerning the Contract. No other discussions, telephone

conversations, email communications, documents or materials form part of the Contract. No purchase order, order confirmation or terms or conditions issued at any time by you shall govern the Contract. All other terms and conditions implied by law or any custom, trade practice or course of dealing, including (without limitation)

all warranties, shall to the fullest extent permitted by law be excluded from the Contract. Only those warranties expressly stated to be given by us or by you in Equitrade FX Terms shall apply to the Contract. In entering into the Contract you acknowledge that you have not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (however and whenever made) other than as expressly made in Equitrade FX Terms. This clause 14.6 does not exclude any liability we may have to you for fraud, or prevent you from

bringing any claim against us for fraud or fraudulent misrepresentation.

14.7 Variation

14.7.1 Changes to Equitrade FX Terms can only be made as provided for in clause 2 or where you and we together agree in writing changes to Equitrade FX Terms (and which will generally only be in exceptional circumstances or as referred to in

clause14.7.3). Equitrade FX Terms can never be altered, changed or varied verbally.

14.7.2 14.7.2 You may not unilaterally alter, vary or make any change to any term of the Contract. You may however alter, vary or change any term of the Contract where we agree this with you. Where we agree this with you, the fact of our agreement will be communicated to you orally or in writing and, where it is communicated to you orally,

confirmed in writing.

14.8 Monitoring

We may monitor and record any telephone conversation we have with you and make transcripts of them. We may store and use any recording and any transcript of any telephone conversation we have with you for the purposes of verifying the details of a Trade or to help us to resolve any dispute that may arise between us concerning a Trade, the Contract or any of Equitrade FX Services, for the purposes of the prevention or detection of money laundering or crime (including fraud), and for the purposes of training and quality control.

14.9 Data Protection

You warrant to us that any “personal data” (within the meaning of that term as defined in the Data Protection Act 1998) (“the Act”) which you supply to us at any time, or which any of your employees, contractors, agents

or any Authorised Person supplies to us at any time, has been lawfully obtained and will be lawfully supplied to us in accordance with the Act. You hereby fully indemnify and shall keep us fully indemnified against all and any losses, costs (including legal costs), claims, damages, expenses, taxes, charges and any other liability whatsoever which we may incur at any time arising from our use of any such personal data in the performance of the Contract or any of Equitrade FX Services.

14.10 No joint venture, agency or partnership

Nothing in Equitrade FX Terms or in the Contract is intended to create any joint venture, agency or partnership relationship between you and us at any time. Neither you nor we shall have any authority to act as agent for or to bind the other one of you or us at any time in any way.

14.11 Conflict

In the event of any conflict between any terms or conditions in any other documentation or materials provided to you by us at any time pursuant to the Contract, unless expressly stated otherwise in such documentation or

materials, Equitrade FX Terms shall always prevail.

Equitrade FX Ltd is a company registered in England and Wales under number 04977383 Registered Office: 271 Hagley Road, Edgbaston, Birmingham. B16 9NB.

Equitrade FX is a Trading name and Trademark of Equitrade Capital Ltd and is authorised and regulated by the Financial Conduct Authority (FCA) reference number 577611 for the provision of payment services and as a registered money services business with HM Revenue and Customs No.12869449.

The address of the FCA is 25 North Colonnade, Canary Wharf, London E1 F 5HS.

Web: www.fca.org.uk

Tel: +44 20 7066 1000.

Fax: +44 20 7066 1099.

Email: info@EquitradeFX.co.uk

www.EquitradeFX.co.uk

Tel: +44 (0)121 454 0770

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