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These terms and conditions apply to Your Caxton International Payments account. You should read them carefully before accepting them. You accept them by either ticking the box “I confirm that I have read, understood and agree to the Caxton Payments Limited (“Caxton”) International Payments terms and conditions” as part of your online registration or by using the service following a verbal application process.

Contact details

Your account can be managed online at https://www.caxton.io.

If there is anything You do not understand or agree with, please contact Us using Our Contact Details:

Telephone: 0333 123 1815 or 44 (0) 207 235 3435 from outside the UK;
Mailing address: Caxton Payments, 2 Leman Street, London, E18FA, UK;
Email: info@caxton.io.
You can download a copy of the Agreement at any time from Our Website. We will also send You an electronic copy of the Agreement by e-mail upon Your request.

Definitions

In these terms and conditions (“Agreement”) 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 this Agreement of open-ended duration between You and Us incorporating these terms and conditions, as amended from time to time

“Account Information Service Provider (AISP)” means another financial services business through which You may be able to access information relating to Your account.

“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

“Beneficiary” means an individual or entity that will receive the funds detailed in Your Payment 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 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 any fee payable by the Account Holder, as referenced in this document

“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 options contracts for foreign exchange protected by the Financial Services Compensation Scheme (FSCS).

“Online Account” means the internet based access to Your Account

“Payment Initiation Service Provider (PISP)” means another financial services business through which You may be able to make payments on Your Caxton account.

“Payment Order” means Your instruction to Us to execute a Payment Transaction on your Payment Account.

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

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

“Website” means https://www.caxton.io

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

1. Caxton's Services

1.1 Caxton Payments Ltd, ("Caxton") enters into contracts for the purchase and sale of currency for trade, commercial or other non-speculative purposes. Caxton does not offer or provide any advice of any nature. As an integral part of its foreign currency service, Caxton provides a money transmission service. Caxton is authorised to provide this payment service by the Financial Conduct Authority (Registration number 900663) under the Payment Services Regulations 2017. Caxton is also supervised for anti-money laundering purposes by the HMRC (registration number 12149429).

1.2 Any individual or business ("Client") that wishes to enter into transactions for the purchase and sale of currency with Caxton by submitting an order to Caxton ("Order") 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.

1.3 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 representative. 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 use any contact details provided by the Client when responding to Orders, the creation of accounts etc. and does not commit to use only the preferred delivery method or the preferred contact details of a particular authorised representative. The Client shall ensure that all contact details it supplies can be used for all communications for all authorised representatives for all Orders. Contact details may include email, phone, sms and WhatsApp (subject to clause 14.9)

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 an 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 Payment Order was initiated through a PISP the Client cannot revoke the Payment Order after giving consent to the PISP.

1.9 If the Payment Order is set up to be paid on a specific date the Client may not revoke the Payment 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 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.

2.3 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. Payment and Settlement

3.1 For a Spot transaction the Client agrees to pay, on the settlement date that Caxton requires, the full amount specified by Caxton on the contract note as full payment for the contract. Caxton reserves the right to charge administration fees for funds received after the settlement date. Please refer to the Fees Schedule.

3.2 The Client shall not be entitled to any interest on any funds held on its behalf by Caxton.

3.3 Caxton may deduct from any payments to be made to or on behalf of the Client such amounts as may be required by law or as may be charged by Caxton in respect of transfer or other charges owed to Caxton. Refer to the Fees Schedule for charges on Payment Transactions. All payments due from the Client to Caxton under these terms shall be made without any deduction, counter-claim or withholding whatsoever.

3.4 The Client agrees and represents that all funds 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. All funds provided by the Client under these Terms may only be used by Caxton in the performance of your obligations, as instructed by you.

3.5 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 exist under Clause 8.

4. Client Money Protection

4.1 Caxton offers client money protection if the client sends money to Caxton prior to a Payment 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 a 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, initially for an FX transaction, these will be kept separate from client money that is segregated for the purposes of settling payment transactions. Client funds will only be segregated once the FX transaction has completed and the payment transaction takes place.

4.5 Where Caxton holds client money it may do so in an interest-bearing account, however Your International Payments account is not interest bearing and interest is

not paid to the Client.

5. Limitation of Liability

5.1 Caxton agrees to perform its obligations with reasonable care and skill but providing it does so, Caxton shall not be liable to the Client or any third party for any damages, costs, expenses, taxes, liabilities or losses resulting from the failure of Caxton to execute any Order in accordance with the instructions of the Client.

5.2 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 Beneficiaries bank.

5.3 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 representative).

5.4 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 instruction or Order.

5.5 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.

5.6 The limitations of liability 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 (but not outward payments - please see Clause 8) without liability to the Client if it is prevented from or delayed in the carrying on of its business due to the circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, technical problems or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable currency, provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to terminate the Order.

5.7 Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or

consequential nature, including without limitation any loss of profits, business or goodwill, anticipated savings, loss caused by any third party, even if such loss was reasonably foreseeable.

5.8 Subject to clause 5.9, Caxton's liability under or in connection with any and all Orders, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed £50,000 (fifty thousand pounds sterling) in aggregate.

5.9 Caxton does not purport to limit its liability for death or personal injury or fraudulent misrepresentation.

5.10 The limitations of liability in this clause 5 shall be construed and applied in accordance with clause 14.7 and the failure or unenforceability of any provision shall not affect the enforceability of the remaining provisions of this clause 5.

6. Default

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

· the Client fails to make a payment for an Order when due and in accordance with the terms; or

· the Client is made bankrupt or otherwise insolvent or

· any other breach by the Client under these Terms; or

· 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 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 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. The client should also refer to the Fees Schedule for details of the fees applied.

6.4 Caxton may decline to provide any reason for the close out or termination of any Order

7. Notices and Service

Documents may be sent by fax, email or post. Documents shall be sent to the last known address, email address or fax number given by each party from time to time.

8. Fund transfer and the Payment Services Regulations

8.1 Caxton may accept Your instructions for a Payment Order using any form of communication Caxton considers to be appropriate including letter, fax, email or telephone.

8.2 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 Caxton 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 will 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.

8.3 The language of these Terms and Conditions shall be English and all information provided, made available and notified to You shall be in English.

8.4 You may be provided with a further copy of these Terms and Conditions upon request.

8.5 Immediately after a Payment Order is received from You, Caxton shall provide to You the following information:

• a reference enabling You to identify each Payment Transaction and, where appropriate, information relating to the Beneficiary;
• the amount of the Payment Transaction in the currency used for the Payment Transaction;
• the amount of any charges and transfer fees (if applicable) for the Payment Transaction payable by You;
• 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 Order.

8.6 If You require information on an individual Payment Transaction before sending Us an instruction, please contact Us.

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

9. Fees and Charges

9.1 These terms and conditions set out how, when and what We charge for the services We provide.

9.2 In the event that We make any charges, You authorise Us to deduct those charges from the Payment Transaction before sending it. If We deduct any charges, We will notify You before We accept a Payment Order from You and additionally

give You details in the contract note We issue after a Payment Order is accepted. Details will also be available on Your Online Account.

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

9.4 We do not apply charges of Our own, however charges may occasionally be applied by third party banks before We receive Your funds. The following fees are applicable; £5 – For each international payment £25 – SWIFT payment detail amendment £25 – To trace a payment sent £25 – To attempt to recall a payment already sent £50 – Administration fee for late settlement of a payment instruction, plus £20 per day.

10. Payment transactions

10.1 In order for a Payment Transaction 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 Payment Transaction. If this information is incorrect, it could result in the payment transaction being delayed or the funds transferred being lost. The information could comprise the Beneficiary's bank sort code and account number or, where applicable, the Beneficiary's SWIFT number, BIC number and IBAN number.

10.2 Unless otherwise instructed by You, We will remit Your funds once the Payment 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 Payment Order may give rise to additional charges.

10.3 We will execute Payment Transactions so that the amount to be transferred reaches the Beneficiary's payment service provider no later than the end of the next business day if the payment is within the EEA or by the third business day for payments outside of the EEA after settlement date of the Order. We must receive Payment Orders before 3.00 UK time for payments in Euros or 4.30 UK time for other currencies. When your Payment Order is accepted after this time We will deem the instruction to have been received on the next business day. Payment Orders received on days which are not business days for Us will also be deemed to have been received on the next business day.

10.4 Once We receive Your Payment 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 the Payment Transaction.

10.5 Where we receive a Payment 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 Order.

10.6 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.

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

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

10.8 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 authorised by the FCA to provide such a service. If You have a dispute with the AISP the matter will have to be resolved directly with them.

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

10.10 If any Payment Order is declined You may contact Us using the contact details set out in clause 1 of these Terms and Conditions or via Our Website. If We have declined the Payment Order We will, where reasonably possible (and where We are not prevented from so doing by law or regulation) contact You to tell You why the Payment Order was declined at the earliest opportunity after We receive Your instruction. If the reason for Our declining the Payment Order was based on incorrect information, We will agree with You what needs to be done to correct that information.

10.11 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.

11. Liability and refunds

11.1 The extent of Your liability for any losses You incur in respect of an unauthorised Payment Transaction:

• arising from the use of lost or stolen personalised security features or procedures agreed between Us and You for Your use in order to give Us Payment Orders, including (without limitation) an unauthorised Payment Transaction through any electronic communication, is a maximum of £35, or
• where You have acted fraudulently or have with acted with gross negligence is the full amount of those losses.

11.2 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.

11.3 Where You initiate a Payment Order, We are responsible to You for the correct execution of the Payment Transaction unless the Beneficiary’s payment service provider received the amount of the Payment Transaction in accordance with the Payment Transaction execution times set out in clause 10.3 of these Terms. You may request that We make immediate efforts to trace the Payment Transaction and notify You of the outcome.

11.4 Where We are liable to You as payer under clause 11.3 for a non-executed or defective Payment Transaction, We will refund to You the amount of the non-executed or defective Payment Transaction by the end of the next business day.

11.5 Notwithstanding anything to the contrary in these Terms and Conditions, 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 and Conditions due to abnormal and unforeseeable circumstances beyond Our control.

11.6 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 with all relevant information to enable You to pursue Your own recovery action.

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

12. Modifications to Terms and Conditions

12.1 We will notify You in writing at least 2 months before We make any change to these Terms and Conditions. You will be deemed to have accepted any such change if You do not notify Us to the contrary before the date on which any such change comes into effect. However, if You choose not to accept any such change, Our notice of the change shall be deemed to be notice of termination and our relationship pursuant to these Terms will terminate the day before any change comes into effect.

12.2 You may terminate our relationship under these Terms by giving us at least 1 months’ notice. We shall not charge You for the termination of our relationship under these Terms after the expiry of 6 months from its commencement. We may terminate our relationship under these Terms by giving You at least 2 months' written notice. Such termination will not release You from any liability in respect of any sums owing to Us or from any previous liability for any act performed by Us in accordance with instructions received from You.

13. Complaints

13.1 We aim to provide the highest level of customer service possible. If You do experience a problem, 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. 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 refer Your complaint to The Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14

14. General

14.1 Nothing in these Terms shall be deemed to create a partnership or joint venture or agency relationship between the parties or confer any right or benefit to any third party.

14.2 These Terms are the conditions in force at the date of this Agreement and shall not be superseded or modified except with written consent by Caxton.

14.3 No oral representation by Caxton, its employees or agents shall be binding on Caxton or shall form part of these Terms, and except as set out above all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

14.4 Should all or part of any of these Terms be deemed unenforceable or illegal, the remaining terms or parts thereof will nevertheless continue in force and effect to the fullest extent permitted by applicable law.

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

14.6 The Client agrees that Caxton may carry out any check as to the Client's status and other checks as it deems fit. The Client agrees that Caxton can process their personal data provide services, process Orders and conduct relevant credit reference and other checks. 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. You can tell Us if You do not want to receive any marketing materials from Us.

14.7 Words shall have the meanings given to them in these Terms or if not defined, their usual meaning in the UK currency markets. The Client should also refer to the Definitions section of this document. Any dispute as to the meaning of any word shall be determined by an independent expert agreed by the parties, whose decision shall be final and binding on the parties.

14.8 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.

14.9 WhatsApp specific Communications: by agreeing to this Agreement You hereby agree to receive communications concerning your Card from Us via WhatsApp. At any time you may opt out of communicating with Us via WhatsApp by emailing or calling Us stating that you no longer wish to correspond via WhatsApp.

14.10 These Terms shall be governed by and construed in accordance with English law and subject to the jurisdiction of the English courts.

14.11 The data provided in this document is for information purposes only. It does not constitute advice nor is it intended as a solicitation for funds or recommendation to trade. Caxton Payments Ltd accepts no responsibility for any loss suffered or damages sustained through any act or omission taken as a result of any of the information herein.