Terms and Conditions
1.1. Maple Ridge Agency Inc. provides facilities for the purchase or sale of currencies for both commercial and personal purposes. Maple Ridge Agency Inc. provides its services to clients for the fulfillment of international payments and/or hedging purposes. Maple Ridge Agency Inc. discourages using a foreign currency for speculative purposes.
1.2. The Client wishes to enter into a contract or contracts for the purchase, sale and delivery of currency with Maple Ridge Agency Inc. and the Client agrees with Maple Ridge Agency Inc. that all transactions shall be carried out on the terms and conditions (the `Terms’) set out herein. The Client confirms that:
(a) it has or will have a personal or commercial need for the currency which is the subject of each transaction and no transaction will be for the purpose of speculation or investment; and
(b) it is acting on its own account as principal and not on behalf of any other person.
1.3. Please note that foreign currency exchange rates are subject to fluctuations outside the control of Maple Ridge Agency Inc.. Historical performance is no indicator for future performance.
1.4. It is important that the Client reads and understands these Terms, which will apply to all dealings between the Client and Maple Ridge Agency Inc.. If there are any terms that the Client does not understand or does not wish to agree to, it should discuss it with Maple Ridge Agency Inc. before signing the Account Opening Form. The Client should only sign the Account Opening Form if it agrees to be bound by these Terms.
MAPLE RIDGE AGENCY INC.’S SERVICES
2.1. Maple Ridge Agency Inc. will, when it agrees to do so, enter into contracts for the sale, purchase and delivery of currency (`Contracts’) with the Client. Contracts may, without limitation, include:
(a) spot contracts under which currency is bought and sold for delivery immediately against receipt of payment;
(b) fixed forward contracts under which currency is bought and sold for delivery at a fixed future time;
(c) open forward contracts under which currency is bought and sold for delivery at a time subsequently instructed by the Client within an agreed period or, failing such instructions, at the end of the agreed period; and
(d) limit orders under which currency is bought and sold for delivery if and when an agreed exchange rate is available.
2.2. Maple Ridge Agency Inc. will not provide advice to the Client upon the merits of a proposed currency transaction or provide taxation or other advice to the Client (although it may provide information to the Client from time to time). In entering into a Contract the Client must not treat any information or comments by Maple Ridge Agency Inc. as advice and must rely only on its own judgment (or the judgment of any third party adviser).
2.3. Except as otherwise expressly agreed by Maple Ridge Agency Inc. in writing, the Client must take physical delivery of and pay for the applicable currency on the date specified in the Contract Note (as defined in Clause 3.2) (`the Maturity Date’); and, if security deposits are required by Maple Ridge Agency Inc. as set out in the Contract Note or under Clause 4, to make such payments at such time or times as Maple Ridge Agency Inc. may require to fulfill the Contract.
2.4. We have engaged Securefact Transaction Services, Inc.(“Securefact”) to provide this verification for us. To verify your identity, your personal information will be matched with the information contained in your Credit File Report and other third party sources. You also consent to your personal information being compared to records maintained by third parties, including telecom and other service providers, and you consent to those third parties providing personal information to us and our third-party suppliers for the purpose of identity verification. By agreeing to the terms and conditions and submitting the registration information, you confirm your consent to Securefact collecting, using, disclosing, and storing your personal information for the purpose of this verification.
3.1. The Client may give Maple Ridge Agency Inc. oral instructions by telephone or written instructions or through Maple Ridge Agency Inc.’s online system relating to a transaction for the purchase or sale and delivery of currency (the `Order’). The Client may authorize any other person (an `Authorized Person’) to give Orders on its behalf and Maple Ridge Agency Inc. is entitled to act upon instructions which are or appear to be from the Client or any Authorized Person. You agree that your Orders by telephone may be recorded.
3.2. Following receipt of an Order, Maple Ridge Agency Inc. shall, if it is willing to accept the Order, fax or transmit electronically to the Client a confirmation of the details of the Order (the `Contract Note’).
3.3. Within ten minutes (or such longer period as Maple Ridge Agency Inc. may allow) of transmission of the Contract Note, the Client should check, complete, sign and return the Contract Note to Maple Ridge Agency Inc. by fax or other agreed means. Whether or not the Client does this, the Contract will be binding (and Maple Ridge Agency Inc.’s and the Client’s rights under these terms shall apply)
3.4. The Client may only amend or cancel the Contract Note if Maple Ridge Agency Inc. expressly agrees in writing (and any such amendment or cancellation shall be on the conditions specified by Maple Ridge Agency Inc.) or otherwise in accordance with the provisions of Clause 3.7.
3.5. Maple Ridge Agency Inc. may at its absolute discretion refuse any Order or instructions given by the Client without giving any reason or being liable for any loss the Client suffers as a result of such refusal.
3.6. Maple Ridge Agency Inc. may (but shall not be obliged to) require further confirmation or information from the Client or Authorized Person of any Order or instruction if:
(a) Maple Ridge Agency Inc. considers that such confirmation or information is desirable or that a Order or instruction is ambiguous; or
(b) the instruction is to close the Client`s account or to remit the Client’s funds to a third party.
3.7. The Client may request Maple Ridge Agency Inc. to terminate a forward contract entered into under these Terms prior to the Maturity Date of such contract by giving thirty (30) days’ written notice to Maple Ridge Agency Inc. (or such shorter notice period as is acceptable to Maple Ridge Agency Inc.) by fax or email. Termination of such contract shall be subject to the Client indemnifying and holding Maple Ridge Agency Inc. harmless from any and all liability, claims, damages, costs and expenses (including without limitation all foreign exchange losses or loss of profits) resulting from the termination of the forward contract.
4.1. The Client shall pay by wire transfer or electronic funds transfer (or by such other means as agreed with Maple Ridge Agency Inc. in any particular case) in cleared funds into a bank account nominated by Maple Ridge Agency Inc. (the `Transaction Account’) the full value of (a) the currency to be sold or purchased (including all applicable fees and charges) by the Client under the Contract (the `Sale/Purchase Currency’); and (b) in the case of any forward contract, such deposits as may be specified in the Contract Note and/or as Maple Ridge Agency Inc. may subsequently notify the Client from time to time. Failure by the Client to pay the aforementioned amounts shall relieve Maple Ridge Agency Inc. of any obligation to make any corresponding payment it may be required to make under the relevant Contract.
4.2. (a) The Transaction Account shall be held as a client trust account. This means Maple Ridge Agency Inc. shall hold the money in this account in trust for its clients for the purposes set out in Clause 4.2(b) and shall only make payments out of the Transaction Account or apply sums held in it in accordance with client instructions, or as otherwise specified in clause4.2(b).
(b) The purposes for which money in the Transaction Account is held and may be applied, withdrawn or transferred by or on behalf of Maple Ridge Agency Inc. are:
(i) settlement of transactions between Maple Ridge Agency Inc. and any of its clients;
(ii) payment of other sums due and payable to Maple Ridge Agency Inc. by Maple Ridge Agency Inc.’s clients under these Terms or under any Contract including without limitation advance or installment payments, bank charges and interest;
(iii) payment of sums due to Maple Ridge Agency Inc.’s clients in accordance with their instructions;
(iv) repayment to Maple Ridge Agency Inc. of funds belonging to it; and
(v) withdrawal or retention of interest by Maple Ridge Agency Inc. in accordance with Clause 5.2.
(c) The Transaction Account is one in which money received from all Maple Ridge Agency Inc.’s Clients is pooled and applied as set out in Clause 4.2(b) for all of Maple Ridge Agency Inc.’s clients. It is not an individually segregated account of the Client.
4.3. The Client must make sure cleared funds are received in the Transaction Account for the full amount of the Sale/Purchase Currency and any applicable bank charges on or before the Maturity Date.
4.4. Maple Ridge Agency Inc. may, but shall not be required, to make any payment under any Contract without first having received confirmation satisfactory to it that cleared funds for all sums due and payable by the Client to Maple Ridge Agency Inc. have in fact been received.
4.5. The Client must make all payments under these Terms in full without any deduction, set-off, counterclaim or withholding of any kind.
4.6. Maple Ridge Agency Inc. may deduct from any payment to be made to the Client any amount the Client may owe to Maple Ridge Agency Inc. or any fees, costs, taxation liabilities, or charges incurred by Maple Ridge Agency Inc. in respect of any transaction with the Client, however they arise.
5.1. If the Client fails to make any payment required under these Terms when it falls due, interest will be charged on the outstanding sum at a rate of five (5) per cent per annum over the prime rate of Maple Ridge Agency Inc.’s bank. Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.
5.2. Maple Ridge Agency Inc. may receive and retain or apply for its own any interest which arises in respect of any sum paid into the Transaction Account.
Maple Ridge Agency Inc.’s charges will be as set out in the Contract Note. The Client understands that because Maple Ridge Agency Inc. deals as principal the exchange rate it offers the Client will not be the same as the rate Maple Ridge Agency Inc. obtains itself.
If a dispute arises between Maple Ridge Agency Inc. and the Client relating to the existence or terms of any Contract (a `Disputed Contract’), Maple Ridge Agency Inc. may terminate the Disputed Contract or take any other action it reasonably considers appropriate in relation to the Disputed Contract (which may include suspension of performance of the Disputed Contract) pending settlement of the dispute without previously notifying and/or without having received instruction from the Client. Maple Ridge Agency Inc. will try to notify the Client (orally or in writing) of the action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be a affected.
REPRESENTATIONS AND AGREEMENTS
8.1 The Client represents to Maple Ridge Agency Inc. that, both at the date of acceptance by the Client of these Terms and at the time each Order is made and Contract is entered into and carried out:
(a) the Client is acting as principal for its own account and has full power and authority and has taken all necessary steps to enable it lawfully to enter into and perform these Terms and every Contract under these Terms;
(b) all sums paid to Maple Ridge Agency Inc. under these Terms belong to the Client and are not subject to any charge or other rights of third parties;
(c) all information supplied to Maple Ridge Agency Inc. by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; and after deducting all other sums due to Maple Ridge Agency Inc.
(d) the Client has a valid commercial or personal reason for requiring the currency it buys or sells under each Contract, will not enter into any Contract for investment or speculative purposes and will take physical delivery of the currency bought.
8.2. The Client will provide to Maple Ridge Agency Inc. on request such information regarding its financial and business affairs and/or identity, as Maple Ridge Agency Inc. may reasonably require (including without limitation any information required for Maple Ridge Agency Inc. to be able to comply with its anti-money laundering or other regulatory obligations).
ADDITIONAL CONDITIONS FOR FORWARD CONTRACTS
9.1. The Client will be required to notify Maple Ridge Agency Inc. not less than 2 days before the Maturity Date (for forward contracts) or not less than 2 days before the draw down date (for fixed open forward contracts) with the details of the beneficiary, the payment means, and delivery instructions.
9.2. Maple Ridge Agency Inc. will require a security deposit from the Client for each order for a forward contract and Maple Ridge Agency Inc. will be entitled to request from the Client additional security deposits in such amounts as Maple Ridge Agency Inc. shall determine in the event of exchange rate fluctuations at any time prior to the Maturity Date.
9.3. Subject to Maple Ridge Agency Inc.’s agreement the Client may draw down against an open forward contract at any time up until its Maturity Date.
9.4. Maple Ridge Agency Inc. may agree with the Client at any time prior to the Maturity Date to extend the Maturity Date for all or part of a forward contract provided that such agreement shall be subject to such terms as shall be determined by Maple Ridge Agency Inc. in its sole discretion.
10.1. Maple Ridge Agency Inc. does not accept drafts nor does it provide drafts to clients.
11.1. Maple Ridge Agency Inc. may refuse to perform or may terminate all or any part of any Contract, without incurring any liability to the Client for losses, costs or damages that may be sustained as a result and without giving notice to the Client or receiving any instructions from it, upon or at any time after the happening of any of the following events:
(a) the Client fails to make any payment when due under these Terms or any Contract;
(b) if the Client is an individual and the Client dies or, in Maple Ridge Agency Inc.’s opinion, becomes incapacitated or of unsound mind;
(c) the Client is insolvent, bankrupt, suspends payment of its debts, makes or takes steps with a view to making any composition or similar arrangement with its creditors, has a receiver, manager or trustee appointed of some or all of its assets, takes or has any proceedings taken against it in bankruptcy, winding up or administration or takes or allows any steps to be taken for its winding up or administration (except for a solvent amalgamation or reconstruction approved in advance in writing by Maple Ridge Agency Inc.) or anything similar to any of these events happens to the Client anywhere in the world;
(d) the Client fails in any respect fully and promptly to comply with any obligations to Maple Ridge Agency Inc. under these Terms or is otherwise in breach of any of these Terms, or if any of the representations of or information supplied by the Client are or become materially inaccurate;
(e) it becomes or may become unlawful for Maple Ridge Agency Inc. to maintain or give effect to all or any of the obligations under these Terms or otherwise to carry on its business or if Maple Ridge Agency Inc. or the Client is requested not to perform or to terminate a Contract (or any part thereof) by any governmental or regulatory authority whether or not that request is legally binding; or
11.2. If the Client becomes aware of the occurrence of any event referred to in Clause 11.1(a) to (e), it shall notify Maple Ridge Agency Inc. immediately.
11.3. If any event referred to in Clause 11.1(a) to (e) takes place Maple Ridge Agency Inc. shall at its discretion be entitled to terminate any Contract then outstanding and charge the Client for all of the costs, expenses and losses (and interest at the rate referred to in Clause 5 on any such sums) that Maple Ridge Agency Inc. may incur (including the costs of any actions it may take to cover or reduce its exposure) as a result of Maple Ridge Agency Inc. entering into Contracts with the Client. Any excess amount held by Maple Ridge Agency Inc. in respect of Contracts shall be returned to the Client after deducting all other sums due to Maple Ridge Agency Inc..
11.4. The Client shall indemnify and hold Maple Ridge Agency Inc. harmless against all the losses, costs, expenses and damages of Maple Ridge Agency Inc. whatsoever that may arise on account of such termination, and Maple Ridge Agency Inc. shall have the right to use any monies of the Client held by it to offset such amounts as are owed by the Client to Maple Ridge Agency Inc.. For such purpose, Maple Ridge Agency Inc. shall be entitled to convert any currency held by it and such conversion shall be at Maple Ridge Agency Inc.’s standard rates of exchange. All fees and charges which Maple Ridge Agency Inc. incurs as a result of such conversion shall be paid for by the Client.
11.5. If the Client’s cheque, or any other method of payment, is dishonored, returned, not met on first presentation or stopped for whatever reason, Maple Ridge Agency Inc. shall levy an administrative charge in respect of each such payment. This administrative charge will become payable by the Client in addition to any other sums due under these Terms.
11.6. The Client agrees that all payments required to be made by the Client under any transaction between the Client and Maple Ridge Agency Inc. shall be made promptly and within the time limits specified by the particular Contract.
11.7. If the Client wishes to change the beneficiary details or delivery instructions, it may do this by giving written notice to Maple Ridge Agency Inc. by fax or email. Maple Ridge Agency Inc. will use its reasonable endeavors to act on such notice, however, Maple Ridge Agency Inc. cannot guarantee such notice will be received or acted upon immediately and Maple Ridge Agency Inc. will continue to act in good faith in accordance with all Contracts and instructions received prior to receipt of such notice. In any event, where Maple Ridge Agency Inc. is unavoidably committed to processing a Contract or incurring other costs, liabilities or obligations in accordance with the Client’s previous instructions, Maple Ridge Agency Inc. shall be entitled to proceed with the relevant Contract or instructions.
LIMITATION OF LIABILITY AND INDEMNITY
12.1. (a) The maximum liability of Maple Ridge Agency Inc., whether arising in contract, tort or otherwise shall in no circumstances exceed an amount equal to the currency purchased or sold by Maple Ridge Agency Inc. under the Contract.
(b) MAPLE RIDGE AGENCY INC. SHALL IN NO WAY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE (SUCH AS LOSS OF PROFITS OR OPPORTUNITY).OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (AND WHETHER CAUSED BY THE NEGLIGENCE OF MAPLE RIDGE AGENCY INC., ITS EMPLOYEES, AGENTS OR OTHERWISE).
12.2. The Client shall, on demand by Maple Ridge Agency Inc., indemnify and hold Maple Ridge Agency Inc. harmless from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Maple Ridge Agency Inc. in the proper performance of its services or the enforcement of its rights under these Terms and, in particular, but without limitation, against all amounts which Maple Ridge Agency Inc. may certify to be necessary to compensate it for all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by Maple Ridge Agency Inc. (including loss of profit and losses and expenses from any action Maple Ridge Agency Inc. takes to seek to cover or reduce its exposure under any Contracts) as a result of (a) the Client breaching any terms of these Terms or any Contract;
(b) Maple Ridge Agency Inc. acting on a written, oral, telephone, fax or electronic Order which reasonably appeared to Maple Ridge Agency Inc. to be, from the Client or an Authorized Person; or
(c) Maple Ridge Agency Inc. or the Client exercising its rights under these Terms to terminate all or any part of any Contract before its applicable Maturity Date.
12.3. The provisions in this clause shall survive termination of any Contract or other agreement under these Terms and Maple Ridge Agency Inc.’s certificate shall, unless it is manifestly inaccurate, be conclusive.
13.1. These Terms set out the entire agreement and understanding of the parties on their subject matter and supersede all previous oral and written communications on the same subject matter.
13.2. Maple Ridge Agency Inc. may amend these Terms by notice in writing to the Client at any time and such amendment shall take effect from the date specified by Maple Ridge Agency Inc. but may not affect any rights or obligations that have already arisen and will not be retroactive. Otherwise, these Terms may only be varied by the written agreement of Maple Ridge Agency Inc. and the Client.
13.3. If at any time any provision of these Terms or any Contract is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, neither the legality, validity or enforceability of such provision under the laws of any other jurisdiction nor the legality validity or enforceability of any other provision of these Terms or any Contract shall in any way be affected as a result.
13.4. If a party fails to exercise or delays in exercising any right under these Terms, by doing so it does not waive such right. The rights provided in these Terms do not exclude other rights provided by law.
13.5. The parties agree to:
(a) the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
(b) the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.
13.6. If Maple Ridge Agency Inc. makes any recordings or transcripts it may also destroy them in accordance with its normal procedures.
13.7. The Client acknowledges and agrees that Maple Ridge Agency Inc. is permitted to carry out an electronic database search and search credit reference agencies in order to verify the Client’s, identity and credit standing. If such searches are carried out, Maple Ridge Agency Inc. may keep records of the contents and results of such searches in accordance with all current and applicable laws.
13.8. If the Client has any complaint regarding any Contract it should contact Maple Ridge Agency Inc. at firstname.lastname@example.org.
13.9. Maple Ridge Agency Inc. shall not be liable to the Client for any delay or failure to perform its obligations under these Terms or any Contract by reason of strike, fire, flood, other natural disasters, governmental acts, acts of terror or orders or restrictions, failure of suppliers, or act of Goods, or any other cause beyond the reasonable control of Maple Ridge Agency Inc..
14.1. The Client authorizes Maple Ridge Agency Inc. to collect, use, store or otherwise process any personal information provided by the Client or otherwise received by Maple Ridge Agency Inc. pursuant to the searches referred to above. (`Personal Information’) to enable Maple Ridge Agency Inc. and/or its affiliates and/or the organization(s) which introduced or referred the Client to Maple Ridge Agency Inc. to provide and/or improve its services.
14.2. Maple Ridge Agency Inc. may also use the Personal Information to provide the Client with news and other information on Maple Ridge Agency Inc.’s services and activities which may be useful to the Client, subject to the Client’s consent. If the Client would prefer its Personal Information not to be used for such purposes, it should contact Maple Ridge Agency Inc. at the above address.
14.4. If the Client wishes to obtain a copy of its Personal Information, it should contact Maple Ridge Agency Inc. at email@example.com.
APPLICABLE LAW AND LANGUAGE
These Terms and any relationship between Maple Ridge Agency Inc. and the Client shall be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be subject to the exclusive jurisdiction of the courts of Manitoba. The parties confirm that it is their express wish that these Terms, as well as any other documents relating to these Terms, including notices, have been and shall be drawn up in the English language only.
USE OF THE ONLINE SYSTEM (WHERE APPLICABLE)
16.1. See section 3 (instructions)
BANK VERIFICATION,and CLIENT IDENTIFICATION CHECK
17.1. The Client agrees to provide Maple Ridge Agency Inc. with the name and contact information of the primary bank at which the Client maintains a bank account in the country where the Client resides and/or carries on business (“Bank”). The Bank must be a member of the FATF (Financial Action Task Force). The Client authorizes Maple Ridge Agency Inc. to contact the Bank to verify the Client’s identity, authorized signatories, account information; any to verify all other information relevant to this Agreement and the Client’s obligations under this Agreement.
17.2. The Client further authorizes Maple Ridge Agency Inc. to confirm the Client’s identity and to examine the Client’s background with respect to the Client’s ability to meet the Client’s obligations to Maple Ridge Agency Inc.. Accordingly, Client authorizes Maple Ridge Agency Inc., at any time during which the Client conducts business with Maple Ridge Agency Inc., to obtain Client’s credit report from any credit reporting agency to establish and/or verify Client’s financial standing and to ensure that Maple Ridge Agency Inc.’s records are up to date and accurate.
17.3. The Client understands and agrees that the information provided herein as well as other information Maple Ridge Agency Inc. obtains in relation to Client’s credit history may be disclosed to Maple Ridge Agency Inc.’s affiliates, organizations providing services required in relation to this Agreement and any other parties with whom Maple Ridge Agency Inc. proposes to have a financial relationship.
17.4. The Client represents and warrants that all information provided by the Client to Maple Ridge Agency Inc. is true and correct.