International Payment Supplementary Terms and Conditions

1. Definitions specific to international transactions

In these terms and conditions (“Terms”) the following words and expressions have the following meanings:

“Account” means Your International Payments account with Caxton

“Account Holder” means the individual customer that opens an International Payment account with Caxton

“Account ID and Password” means a set of personal codes selected by the Account Holder to access their Online Account

“Agreement “– means the Fee Agreement and those Agreements, including Caxton’s Base Terms and Conditions, referenced in the Fee Agreement 

“Authorised” means an act of authorising the payment transfer

“Available Balance” means the value of the funds held on Your International payment Account and available to use for International Payments

“Base Terms and Conditions” means Caxton’s base terms and conditions referenced in the Fee Agreement which these Terms are a supplement to 

“Beneficiary” means an individual or entity that will receive the funds detailed in Your Order

“BIC Code” means a unique identifier for a financial institution that You ask us to

send money to on Your behalf

“Business Day” means a day other than a Saturday or Sunday or a UK public holiday

“Client” means the same as Account Holder in this Agreement

“Contract Note” means the documentation that sets out the terms for each purchase or sale of a currency that You undertake

“Currency” means any currency in which Caxton is able to offer International Payments

“Customer Services” means info@caxton.io or 0333 123 1815 or 44 (0) 207 235 3435 from outside the UK

“CDD” means Customer Due Diligence, which is the regulatory requirement that applies to Us where We have to satisfactorily verify Your identity prior to opening Your account and on an occasional basis thereafter

“EEA” means the European Economic Area

“Exchange Rate” means that rate at which we will offer to convert one currency for another

“FCA” means the Financial Conduct Authority the regulatory authority covering payment services in the UK

“Fee” means the fees set forth in the Fee Agreement 

“Forward” means a contract to exchange Sale Currency for Purchase Currency on a specified future date 

“FSMA” means the Financial Services and Markets Act

“IBAN Number” means a standard number that identifies a bank account across national borders

“Investment Products” in the context of this Agreement means Forward contracts for foreign exchange protected by the Financial Services Compensation Scheme (FSCS).

"Margin” means the deposit paid by Client to Caxton in respect of a Forward contract

“Online Account” means the internet-based access to Your Account“Order” means Your instruction to Us to execute a Payment Transaction on your Account

“Payment Services” means all payment services and any related services available to the Account Holder through the use of Your Account

“Payment Services Regulations 2017” means the legislation that governs this Agreement

“Payment Transaction” means an act, initiated by You of placing, transferring or withdrawing funds on Your Account

“Physical Delivery” means that settlement of the contract will take place through You actually selling or purchasing the currency as specified in the Contract Note

“Purchase Currency” means the currency that You are requesting to buy from Us

“Sale Currency” means the currency that You are requesting to sell to Us

“Spot” means the exchange rate applicable at any particular moment for immediate settlement

“SWIFT code” means an internationally recognised code to identify the bank You instruct Us to send money to on Your behalf

“UK” means United Kingdom

"We", "Us" or "Our" means Caxton Payments Limited (“Caxton”), a company registered in England and Wales with number 4610337

“Website” means caxton.io

“You” or “Your” means the named Account Holder

1. Caxton’s Services

1.1 A Client that wishes to enter into transactions for the purchase and sale of currency with Caxton by submitting an Order to Caxton agrees that each Order shall constitute a separate contract incorporating and subject to these Terms to the exclusion of any other terms now or in the future, unless otherwise agreed by Caxton. Each Order shall only become binding if and when accepted (whether orally, by phone, in writing or by any other media) by a duly authorised Caxton representative.

1.2 Caxton will only accept Orders from the Client to buy and sell currencies for Spot or Forward delivery where the Client agrees to take physical delivery of the purchased currency on the specified delivery date (“Value Date”).

1.3 Caxton may accept Orders for the Client from an authorised administrator approved by Caxton (“Authorised Administrator). Caxton may use any contact details provided by the Client when responding to Orders and does not commit to use only the preferred delivery method or the preferred contact details of a particular Authorised Administrator. The Client shall ensure that all contact details it supplies can be used for all communications for all authorised representatives for all Orders.

1.4 Caxton may accept written or oral instructions for an Order from the Client or an Authorised Administrator of the Client. Orders must be given in the prescribed Caxton format. Caxton may require written confirmation of any Client instruction before accepting an Order.

1.5 Caxton may provide the Client with information or opinions about the foreign exchange markets but Caxton does not offer any advice to the Client on the merits of any transaction either with Caxton or with others. When entering into any contract the Client shall rely entirely on its own judgment.

1.6 Caxton is not obliged to accept Orders from a Client and may at its discretion refuse any Order without giving any reason and without liability for any resultant loss or damages incurred by the Client or any other party.

1.7 Once a Order is accepted by Caxton from or on behalf of a Client it cannot be cancelled, withdrawn, or varied in any way by the Client if the payment has already been debited to their payment account.

1.8 If the Order is set up to be paid on a specific date the Client may not revoke the Order after the end of the business day preceding the payment date.

2. Documentation for accepted Foreign Exchange Orders

2.1 Caxton will issue a contract note confirming the details of each Order accepted by it which may be sent to the Client by fax, email, post or on the company’s Online Account. Any such confirmation shall be provided for audit purposes only and shall not affect the terms of any Order agreed by Caxton. The contract note will detail a unique reference for identification purposes as well as other information, for example, but without limitation, the purchase currency, the sale currency, the amount of each currency, the exchange rate, the date for settlement, any extra charges you may incur and the deposit required if it is a forward contract.

2.2 The Client shall notify Caxton of any error or omission in any confirmation within 12 hours of receipt of a contract note issued by Caxton. If Caxton agrees there has been an error or omission, it shall issue a revised contract confirmation reflecting the revised terms.

3. Settlement

3.1 The Client agrees and represents that all funds/Fees to be paid by the Client in respect of any Order will be legally and beneficially owned by the Client in full and will not be subject to any charge or lien or other encumbrance of any kind.

3.2 Unless otherwise instructed by you, Caxton will send your funds once the order has been settled and you have provided us with the beneficiary details. Further terms for the transmission of your funds are detailed in Clause 9.

4. Client money protection

4.1 Caxton offers client money protection if the Client sends money to Caxton prior to a transaction taking place or if Caxton is explicitly requested by the Client to hold money for them after a transaction has been completed.

4.2 Caxton holds all client money in accordance with the Financial Conduct Authority’s (FCA) Client Money rules and the Payment Services rules for safeguarding. This means it holds clients’ money separately from the firm’s money in a designated Client Trust Account in an EU regulated credit institution. This arrangement is designed to ensure that client money is not at risk in the unlikely event of Caxton getting into financial difficulties.

4.3 Neither Spot foreign exchange nor Payment Services are regulated investment products so do not fall under the Financial Services Compensation Scheme.

4.4 Where Caxton holds client money it may do so in an interest bearing account, however Your Account is not interest bearing and interest is not paid to the Client.

5. Limitation of Liability

5.1 Caxton accepts no responsibility for any delay in onward payment attributable to the late arrival of funds or instruction for payment relative to the cut off times of the designated bank if this is the fault of the Beneficiary’s bank.

5.2 The Client shall indemnify and keep Caxton indemnified against all damages, costs, expenses, taxes, liabilities or losses of any nature suffered by Caxton through the failure of the Client to observe any Terms in respect of any Order agreed with Caxton. The Client shall indemnify and keep Caxton indemnified against all liabilities incurred by Caxton in the proper performance of its services or any Order, including any liabilities incurred by Caxton as a result of Caxton performing actions to perform Client instructions (or acting on Orders which reasonably appear to Caxton to be from the Client or its Authorised Administrator).

5.3 The Client shall keep all passwords and authorisations issued to it by Caxton confidential and secure and Caxton shall be entitled to rely on all instructions or Orders received by it using those passwords and authorisations as if they were received from the Client, without conducting any further checks as to the identity of the person making the Order.

5.4 Caxton shall not be liable for any fees or commissions charged by any intermediary bank or other entity when funds are transferred either to or from Caxton’s or Client’s account.

5.5 The limitations in these Terms are agreed by the parties on the basis that the Client is aware of the volatility of the foreign currency markets.

5.6 Caxton reserves the right to defer the date of settlement of an Order without liability to the Client if it is prevented from or delayed in the carrying on of its business by reason of Force Majeure, provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to give notice in writing to Caxton to terminate the Order.

6. Default

6.1 Caxton reserves the right to close out or terminate all or part of any Orders if:

• 1.    the Client fails to make a payment for an Order when due and in accordance with the terms; or
• 2.    the Client goes into liquidation or commits any act of insolvency as defined by the Companies Act 1985 as amended; or
• 3.    any other breach by the Client under these Terms; or
• 4.    Caxton is requested to do so by any regulatory body or considers it desirable or necessary to do so for its own protection or as required by law.

6.2 If the Client becomes aware of any event referred to in this clause, the Client shall give Caxton notice of this immediately.

6.3 If the Client fails to comply with any of its obligations under these Terms, and without limitation to any other rights or remedies of Caxton under these Terms, in the case or “Forward contracts, the Margin shall, at Caxton’s discretion, be retained by Caxton.

6.4 Without limitation to any other rights and remedies Caxton may have, if the Client wishes to alter or terminate the terms of an Order and Caxton is willing to agree to this, the Client shall pay a minimum administration fee of £150 on each occasion and the Client shall be liable for any losses due to a change in the value of the contract through currency movement. Such charges are to be paid within 48 hours of Caxton’s consent to the alteration or termination.

7. Communications

7.1 Caxton may accept your instructions for payment using any form of communication Caxton considers to be appropriate including letter, fax, email or telephone.

7.2 Caxton may decline to act on any communication, even if Caxton has told You it will in general accept that type of instruction. Caxton may do this in particular if it considers that there is doubt about the validity of the communication and it is in Caxton’s or Your interest to query it with You. Subject to any legal or regulatory requirements which may apply, Caxton may act upon any instruction, agreement or arrangement without enquiring about its purpose, or the circumstances in which it is given, or about the disposition of any proceeds.

7.3 Immediately after a payment instruction is received from You, Caxton shall provide to You as soon as reasonably practicable the following information:

• a reference enabling You to identify each payment transaction and, where appropriate, information relating to the payee;
• the amount of the payment transaction in the currency used for the payment instruction;
• where applicable, the exchange rate used in the payment transaction by us and the amount of the payment transaction after that currency conversion; and  
• the date of receipt by Us of Your payment instruction.

7.4 We have an obligation to disclose certain payer details to intermediaries in accordance with Regulation EU 2015/847 or information on the payer accompanying transfers of funds and You authorise Us to do this.

8. Charges

8.1 If Your Order is going to an EEA country We can only accept it on the basis that the Beneficiary pays any charges made by their bank or payment provider.

8.2 We do not apply charges of Our own, however charges may occasionally be applied by third party banks before We receive Your funds in which case the Client shall be liable for such third party charges..

9. Payment Transactions

9.1 In order for a Order from You to be properly remitted, You must provide Us with the information or unique identifier which is necessary for the proper execution of the Order. If this information is incorrect, it may result in the Payment Transaction being delayed or the funds transferred being lost. The information shall comprise the payee’s bank sort code and account number and, where applicable, the payee’s SWIFT number, BIC number and IBAN number.

9.2 Unless otherwise instructed by You, we will remit Your funds once the Order has been settled and You have provided us with the Beneficiary details. We will take this as consent that You wish the funds to be transferred to the Beneficiary account. Amendments to Your instructions may give rise to additional charges.

9.3 We will execute Orders so that the amount to be transferred reaches the Beneficiary’s payment service provider no later than the end of the third business day after the settlement date of the Order. We must receive payment instructions before 15.00 UK time for payments in Euros or 16.30 UK time for other currencies. When Your Order is accepted after this time We will deem the instruction to have been received on the next business day. Instructions received on days which are not business days for Us will also be deemed to have been received on the next business day.

9.4 Once We receive Your Order, You cannot revoke it unless You inform Us that You withdraw Your consent no later than the business day before the agreed day of transfer.

9.5 Where We receive a Order from You for execution on a specific day, You agree that the time of receipt is deemed to be that specific day on which We are to execute the payment instruction.

9.6 It is Your responsibility to ensure that the funds You pay to Us are sufficient to make each and every Payment Transaction which You authorise Us to make. We will not make any Payment Transaction instructed by You unless You have paid to Us sufficient funds first.

9.7 We have the right to refuse to accept a Order or payment and to refuse to execute any Payment Transaction for any of the following reasons: 

• any condition in these Terms has not been satisfied; 
• execution would be unlawful;
• execution would expose Caxton to a level of risk that it considers to be unacceptable.
  
  

9.8 With Your permission, Account Information Service Providers (“AISPs”) may obtain access to Your Account allowing You to view all Your online payment accounts with various payment providers in one place. You should consider carefully the risks involved in granting such access, including whether the AISP is authorized by the FCA to provide such a service. If You have a dispute with the AISP You will have to resolve the matter directly with them.

9.9 With your permission, Payment Initiation Service Providers (“PISPs”) may obtain access to Your Account allowing You to initiate Orders from Your Account. You should consider carefully the risks involved in granting such access, including whether the PISP is authorized by the FCA to provide such a service. If You have a dispute with the PISP over an Order initiated through a PISP You will have to resolve the matter directly with them. If We believe the Order to be fraudulent or Your account has been accessed in an unauthorised manner We will refuse the transaction.

9.10 If any Order is declined You may contact Us via our Website. If We have declined the Order We will, where reasonably possible (and where We are not prevented from so doing by law or regulation) tell You why the Order was declined at the earliest opportunity after We received your instruction. If the reason for Our declining the payment instruction was based on incorrect information, We will agree with You what needs to be done to correct that information.

9.11 You agree that We may retain funds received by Us for Your benefit until Our security validation, verification and anti-money laundering procedures have been completed before You may instruct Us to transfer them.

10. Liability and refunds

10.1 You are liable for any losses You incur in respect of an unauthorised Payment Transaction arising from the use of lost or stolen personalised security features, including (without limitation) an unauthorised payment transaction through any electronic communication, or where You have acted fraudulently or have acted with gross negligence. 

10.2 You may be entitled to redress for an unauthorised or incorrectly executed Payment Transaction only if You notify Us without undue delay on becoming aware of any unauthorised or incorrectly executed Payment Transaction, and in any event no later than 13 months after the debit date.

10.3  If you believe a Payment Transaction has been made other than to the intended Beneficiary, You may request that We make immediate efforts to trace the Payment Transaction and notify You of the outcome.

10.4 Notwithstanding anything to the contrary in these Terms, We shall not be liable to You if we are prevented, hindered or delayed from or in performing any of Our obligations under these Terms due to abnormal and unforeseeable circumstances beyond Our control.

10.5 If You provide incorrect details for a Payment Transaction We will make every reasonable effort to recover the funds. If We cannot recover the funds We will provide You will all relevant information to enable You to pursue Your own recovery action.

10.6 If You receive a Payment Transaction to which You are not entitled, We are required to share Your information with the payment provider that sent the Payment Transaction so that they may contact You directly to enable recovery.

10.7 You must maintain up to date anti-virus protection on the device from which You access Your Caxton account. You must also remain vigilant and check that you are accessing only the official Caxton website (caxton.io) at all times.

10.8 You will be liable for any debit balance that may arise due to properly authorised transactions. Any debit balance that arises is repayable on demand.

11. Complaints

11.1 We aim to provide the highest level of customer service possible. If You do experience a problem and notify Us of a complaint, We will endeavour in all cases to provide You with a final response within 15 working days. Occasionally, for reasons beyond Our control, We may take 35 working days to issue a final response. We will inform You if this will be the case. If You would like to make a complaint, please refer to Our Complaints Policy for details of Our internal process for dealing with complaints promptly and fairly. Our Complaints Policy is available on Our Website or by contacting Your account manager.

11.2 We will fully investigate any complaint and try to reach a satisfactory conclusion. Complaints may be recorded and monitored for Our internal use; We may submit an anonymous summary of complaints made to us during a particular period of time to Our regulator. If You are not satisfied with Our final response, You may be able to take unresolved complaints to the Financial Ombudsman Service if Your business is considered to be a Micro-enterprise or Small business as defined by the Financial Ombudsman Service.

The Financial Ombudsmen Service can be contacted as follows:

Address: Exchange Tower, Harbour Exchange Square, London E14 9SR
Email: complaint.info@financial-ombudsman.org.uk

You can also call the Financial Ombudsman Service on the below numbers:
0800 023 4567 - Calls to this number are normally free for people ringing from a “fixed line” phone – but charges may apply if You call from a mobile phone.
0300 123 9 123 - Calls to this number are charged at the same rate as 01 or 02 numbers on mobile phone tariffs.

These numbers may not be available from outside the UK. If abroad call on +44 20 7964 0500.

12. General

12.1 The Client warrants that it is acting as principal and has full legal capacity to agree to these Terms.

12.2 The Client agrees that Caxton may carry out any check as to the Client’s status and personnel and other checks as it deems fit. The Client agrees on its own behalf and duly authorised on behalf of its personnel that Caxton can process personal data relating to individuals to provide services, process Orders and conduct relevant checks. Information may be disclosed to third parties including other Caxton affiliates, service providers, regulators and others worldwide, including people in other countries without data protection laws, for the foregoing purposes. You are providing Us with Your explicit consent to process Your personal data in order to provide You with this payment account. In addition, You agree that We can use Your personal information in accordance with Our Privacy Policy and share it with those parties necessary to provide You with Your payment account. Our Privacy Policy includes details of the personal information that We collect, how it will be used, and who We pass it to.

12.3 The parties agree and consent to the recording of telephone conversations between the parties or their representatives without an automatic warning tone. The parties agree to the use of any such recordings as evidence in any dispute or anticipated dispute between the parties.

12.4 In the event of a conflict between these Terms and the Base Terms and Conditions, the Base Terms and Conditions shall prevail.