Updated: August 4, 2023
1.1 Currency Cloud provides cross border payment and currency conversion services. To use the full array of Currency Cloud’s services, you must first establish a Global Account with Currency Cloud.
1.5 If you have been introduced to the Currency Cloud services by an Introducer, then the Introducer may provide the first level of customer service and perform other functions necessary and appropriate to support the provision of the Services, pursuant to a separate agreement between the Introducer and CurrencyCloud. You are not a third-party beneficiary of that separate agreement between the Introducer and Currency Cloud.
2. OWNERSHIP AND USE OF THE TCCI SERVICE
2.3 Security. It is your responsibility to ensure that the TCCI Service and your Global Account are accessed only by you or your Authorized Persons and that you, including your Authorized Persons, employees and agents, keep your login details, passwords, user credentials, or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, improperly disclosed to a third party or used without authorization or otherwise compromised you must contact Client Support immediately. We agree that we shall use industry standard practices to ensure that the TCCI Service and the Global Account are kept secure and will inform you promptly of any attempted hack or unauthorised access to the Global Account.
2.4 Suspension of Access. We are entitled to suspend your Global Account and/or your or your Authorized Persons’ access to the TCCI Service and/or otherwise restrict functionality if you are in breach of these terms. In all such cases we will, to the extent permitted under applicable laws, provide you with reasonable notice in advance of taking these steps. However, we may suspend your Global Account and/or your or Authorized Persons’ access to the TCCIService and/or otherwise restrict functionality without notice if you are using your Global Account or the TCCIService in a manner that could cause us legal liability or disrupt other users’ ability to access and use theTCCI Service or if any of the events set out in Section10.3 occur. Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.
2.5 Authorized Persons. We are authorized and entitled to rely upon, and act in accordance with, any instruction which may from time to time be, or purport to be, given by Authorized Persons. If you have been introduced to us by an Introducer, then your Introducer shall be an Authorized Person and shall act as your agent for the purposes of your using the TCCI Service unless you have informed us in writing that you have agreed otherwise with the Introducer. In the event an Introducer does not act as an Authorized Person or ceases to act as an Authorized Person, you are required to inform us of this immediately.
2.6 Equipment. You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the TCCI Service and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the TCCI Service. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use the TCCI Service.
2.7 Principal Only. You hereby (i) confirm, represent and warrant to us at all times that you are acting either on your own account or, where applicable, for the benefit of your Customer, and not on behalf of any other person, and (ii) acknowledge that we shall not be a principal to any transaction or be responsible for or otherwise guarantee the performance of any transaction entered into by you with an Customer.
2.8 Customer Responsibilities. We shall not treat your Customers as our client for the purposes of providing the TCCI Service. You are solely responsible and liable for all acts and omissions of your Customers, including all sales, marketing,promotional, training, trade execution and account management activities in relation to Customers.
3. DATA PROTECTION
3.1 Personal Data. By asking us to provide you with the TCCI Service you will be providing us with information which includes information that may include Personal Data. We may collect, store and process your Personal Data in accordance with applicable law. We will implement appropriate technical and organizational security measures to protect any Personal Data provided by you. We will use any Personal Data solely to the extent necessary to allow us to provide you with the TCCI Service, to assess our risks in doing so, and to comply with applicable law and regulations, including in respect of KYC/CDD requirements. You agree that we may send Personal Data to our Affiliates provided that: (a) we implement an adequate mechanism for such data transfers as required by applicable law; and (b) we
3.2 Identity. We may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow us to provide you with the TCCI Service and to assess our risks in doing so, including credit standing and compliance with all KYC/CDD requirements. A record of this process will be kept and may be used to allow our Affiliates to similarly provide you with services and to assess our risks in doing so. Information may also be passed to other organisations or persons to prevent fraud. Additionally, information may be passed to governmental, regulatory or judicial organizations to prevent fraud or financial crime where we consider it appropriate.
3.5 Responsibility for Data. You are solely responsible for (i) the content, quality, accuracy and completeness of Customer data, including Personal Data and KYC/CDD information, and (ii) any other data transmitted by You or on your behalf via or in connection with the use of the TCCI Service.
4. ELIGIBILITY AND REGISTRATION.
4.2 Multiple Registrations. Multiple registrations are prohibited. You may register only once, and each user must maintain a separate registration. If we detect multiple active registrations for a single user, we reserve the right to merge or terminate the registrations and terminate your continued use of the TCCI Service without notification to you.
4.3 Your Representations and Warranties. You represent and warrant that:
(b)You are engaging in business in the UnitedStates and, unless we have been appointed as your agent to act on your behalf, and/or as your Customers'agent to act on their behalf, with respect to the receipt of USD in the United States pursuant to an agreement,you hold a USD bank account in your name and over which you exercise legal authority and control that will be the source of funds for funds transfers to your Global Account through the TCCI Service;
(c) You intend to and will use the TCCI Service solely for business purposes and understand that any consumer (personal, family or household) use,whether on your own behalf or on behalf of your Customers or others, without prior express written permission from TCCI is prohibited;
activity in the United States) by registering with us,entering into a Commercial Agreement, or by otherwise using the TCCI Service;
(e) You are not an agent acting for an undisclosed principal or third party beneficiary. In the event that you are acting for a third party, you agree to provide us on request with certified copies of identification evidence of such authorizations that you have received from the third party and obtain our express approval before acting on that third party’s behalf;
(f) You consent to having your, and to the extent relevant, your authorized signatory’s, details including confidential personal information and financial information, collected by Us or by the Introducer and provided and used by us for the purpose of the provision of the TCCI Service to you.
(g) All information provided by you as part of your registration and use of the TCCI Service is accurate and complete, and you undertake to promptly notify Us and/or the Introducer, if applicable, of any changes to such information; and
(h)You will inform us, and/or the Introducer if applicable, if your contact details change. We will use those contact details to contact you wherever required under this Agreement or in connection with the TCCI Service. You may update your contact details at any time by contacting customer support, which may be provided by the Introducer.
4.5 Disclaimer of Warranties. IN PROVIDING THE TCCI SERVICE TO YOU, NEITHER WE NOR ANY OF OUR AFFILIATES, EMPLOYEES, OFFICERS,DIRECTORS, AGENTS, SERVICE PROVIDERS OR SUBCONTRACTORS, MAKE ANY WARRANTIES OR REPRESENTATIONS TO YOU WITH RESPECT TO THE TCCI SERVICE EXCEPT AS EXPRESSSLY
SET OUT IN SECTION 4.4 ABOVE. WE HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED AND STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.WE DISCLAIM ANY WARRANTY THAT THE TCCIS ERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
5. REGULATORY COMPLIANCE; UNLAWFUL USE
5.1 Identity Verification Process. To assist in the fight against money laundering and the funding of terrorism, TCCI obtains, verifies and records information that identifies each client to whom services are provided. What this means for you when you use the TCCI Service is that TCCI will require you to provide information such as name, physical address,unexpired U.S. government issued photo identification, U.S. Taxpayer Identification number,date of birth, phone number, and email address,and/or the name, address, U.S. Employer Identification Number (EIN) and incorporation number(to the extent such information may be available), and other information that will allow us to identify you (the“KYC Information”). KYC Information may also include, without limitation, your documents of incorporation and bylaws, as well as and where relevant, the U.S. passport, U.S based driver’s license,or other U.S. government issued photo identification document of your principals, key executives, beneficial owners and other authorized users of the Service.TCCI or others acting on behalf of TCCI, may also contact you with additional questions and periodically ask you to re-confirm these details. You are responsible for all KYC Information and/or customer due diligence requirements relating to your Customers.
5.2 Compliance with Office of Foreign AssetsControl (“OFAC”), Other Sanctions, and RelatedLaws and Regulations. The Office of Foreign Asset Control of the United States Department of the Treasury (“OFAC”) administers sanctions programs with which TCCI must comply. This means that we may institute a hold on your account or your funds,including such funds received by us from a Payer on your and/or your Customer’s behalf, if applicable, if we determine that you, a Payer, or any transaction we process on your and/or your Customer’s behalf is or may be subject to such sanctions programs (as well as non-US sanctions programs). You represent and warrant that, to the extent we act as your agent and/or your Customer’s agent to accept funds on your and/or your Customer’s behalf from Payers, such transactions will not be in violation of any applicable
laws including but not limited to U.S. laws such as the sanctions programs administered by OFAC.
5.3 Unlawful and Other Impermissible Use. You agree not to use the TCCI Service for any unlawful activity, and we reserve the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, we reserve the right to institute a hold on your account or your funds, to report suspected unlawful activity to any appropriate regulatory or similar authority or person and to provide such authority or person any relevant information, including personal data.
More specifically, you are not allowed to use, and must ensure that your Customers do not use, the TCCIService in connection with:
(a) the payment by a Payer of any obligation that was not originally owed to you for goods or services you provided to the Payer, as well as the payment by a Payer of any obligation originally owed to you that is in default, as reasonably determined by you in accordance with applicable U.S. laws;
(b) the creation, facilitation, sale or distribution of any prohibited or illegal good or service or an activity that requires a governmental license where you lack such a license;
(c) the creation, facilitation, sale or distribution of marijuana or marijuana paraphernalia, regardless of whether or not such sale is lawful in your jurisdiction;
(d) the creation, facilitation, sale or distribution of any material that promotes violence or hatred;
(e) the creation, facilitation, sale or distribution of adult content including, but not limited to, online dating or marriage services, pornographic services and goods, and adult entertainment related activities;
(f) the creation, facilitation, sale or distribution of goods or services that violate the intellectual propertyrights of a third party;
(g)the sale, distribution or exchange of cryptocurrencies (“Crypto”) to the extent such Crypto (i)constitutes the primary business purpose of you or your Customers’ use of the TCCI Service, as determined by us; or (ii) such Crypto would create legal, regulatory or reputational risk to us or to any of our banking partners;
(h) any Ponzi-scheme or pyramid selling;
(i) any gambling or regulated financial services you or your customer may provide; or
(j) the facilitation, sale or distribution of firearms or other weapons, military or semi-military goods, military software or technologies, prescription medications,alcoholic beverages, tobacco goods, or jewels.
(k) The purchase, sale, facilitation or distribution of chemicals, precious metals, precious stones, seeds,plants, or dietary supplements (“Item” or “Items”) to the extent any such Item; (i) constitutes the primary business purpose of you or your Customers’ use of theTCCI Service, as determined by us, or ;(ii) any such Item would create legal, regulatory or reputational risk to us or any of our banking partners.
6. ELECTRONIC FORMAT
6.3 You may withdraw your consent to receive communications and documentation electronically by contacting us or the Introducer if applicable. If you choose to withdraw your consent, your use of the TCCI Service shall be terminated.
7. CLIENT HELP CENTER AND SUPPORT .
7.1 Information and Support. You may obtain information regarding the TCCI Service and TCCI’s support services by accessing the Client Help Center at https://help.currencycloud.com/. You may contact us for support via e-mail email@example.com or via telephone at 1646-593-8724. If applicable, the Client Help Center may be available to you online through a website provided by the Introducer. Reported incidents will be assigned to a Client Support representative, who shall coordinate support efforts with you through resolution of the reported problem. We will use all reasonable endeavors to resolve any incidents or problems relating to the TCCI Service as soon as is reasonably possible.
7.2 Telephone Conversations. Any telephone conversations we have with you or Authorized Persons may be monitored and recorded by us and we may also maintain records of emails sent by or to you and your Authorized Persons. You agree that we may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes, and also in the prevention and detection of crime. However, we may not make or
maintain such recordings or records for you or be able to make them available to you.
7.3 Service Levels. We shall use all reasonable endeavors to ensure that the TCCI Service is available 99.5% of the time during each calendar
month (“Availability”). Availability excludes unavailability due to scheduled maintenance or a force majeure event. In any case, we will promptly inform you if the TCCI Service becomes unavailable.
7.5 Scheduled Maintenance. We suspend access to the TCCI Service each evening at 5 p.m. (New YorkTime) for three (3) minutes to carry out scheduled maintenance. In addition, we may suspend access to the TCCI Service outside of business hours for no more than fifteen minutes to upgrade the infrastructure. We will, to the extent practicable,provide you with advance notice of any other scheduled maintenance, including details of the expected TCCI Service downtime. TCCI Service downtime during scheduled maintenance carried out by us in accordance with this section shall not be counted as downtime for the purposes of Availability.
9.1 Your Liability for Transactions. Once funds havebeen swept out of TCCI’s U.S. bank account or
9.2 Notice of Error or Problem. If you think there has been an error or problem with a transfer you requested, you must contact us, or the Introducer if applicable, as soon as possible and in any event no later than 180 days following the date we promised you that the funds would be made available to you in your Global Account (the “180 Day Period”). Your notice to us must disclose the following information: (1) Your name and address; (2) The error or problem with the transfer to your Global Account, and why you believe it is an error or problem; (3) The USD amount of the transfer to your Global Account; and (4) The confirmation code or number of the transaction (the“Relevant Notice“). If you fail to provide the Relevant Notice within the 180 Day Period, neither we, nor the Introducer if applicable, shall have any liability to you in respect of any error or problem.
9.3 Investigation of Errors. We generally will investigate and determine whether an error occurred within 90 days after receipt of the Relevant Notice(save where Regulation E regarding cross-border remittance transfers (12 CFR Part 1005, Subpart B) is applicable and stipulates a shorter time period). If we determine that there was no error, we will send you a written explanation, either directly or through the Introducer if applicable. You may ask for copies of any documents we used in our investigation by contacting us, or the Introducer if applicable who will relay your request to us and provide any such supporting documents.
9.4 Limitations of Liability. Neither we nor any of our agents, affiliates, holding companies, subsidiaries,employees, officers, directors, service providers, or subcontractors (including Introducer) will be liable:
(a) For losses or damages alleged to result from our delay in settling funds to your Global Account;
(b) If, through no fault of ours, sufficient funds have not been timely received by us to settle funds to your Global Account;
(c) If your system or device was not working properly during your use of the TCCI Service and you knew about the breakdown when you initiated a payment of funds with us;
(d) For errors made by you, such as providing incorrect information to a Payer or providing incorrect instructions to your bank in connection with delivering funds to TCCI for settlement to your Global Account;
(e) For errors by your bank, such as the provision of incorrect bank account information for your bank account or a failure by the bank to properly direct funds to TCCI as instructed;
(f) For losses or damage arising from your misuse of the TCCI Service or your inability to use the TCCIService, whether due to reasons within our control or not;
(g) For losses or damage to you from our inability to complete a settlement of funds to your GlobalAccount because we are prohibited by law or for losses or damage caused as a result of actions taken due to our obligations under applicable law or order;
(h) Due to circumstances beyond our control (such as failure or interruption of telecommunications or data transmission systems) that prevent or affect the settlement of funds to your Global Account, despite reasonable precautions that we have taken; or
(i) For losses or damage suffered by you arising from or in connection with any claim brought by a Customer and/or Payer against you.
9.5 Disclaimer of Consequential Damages. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES,EMPLOYEES, OFFICERS, DIRECTORS, AGENTS,SERVICE PROVIDERS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL,PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER BASED ON NEGLIGENCE,WILLFUL MISCONDUCT, TORT, CONTRACT OR ANY OTHER THEORY OF LAW, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF INCOME, FAILURE TO REALIZE EXPECTED REVENUES OR SAVINGS, LOSS OF PROFITS ORANY ECONOMIC OR PECUNIARY LOSS.
9.6 Disclaimer of Liability for Third Party Goodsand Services. WE FURTHER DISCLAIM ANY AND ALL LIABILITY FOR ANY GOODS OR SERVICES BOUGHT OR SOLD BY YOU THAT ARE SETTLED THROUGH YOUR USE OF THE TCCI SERVICE.
Notwithstanding the foregoing, if the Claim arises in relation to or in connection with a breach of Section 3(Data Protection), where you are not a consumer our
liability to you and your liability to us shall in no circumstances exceed $1,000,000.
9.8 Your Indemnities. In the event that we accept payment on your Customer’s behalf, you agree to indemnify, fully defend and hold TCCI, its affiliates and employees, harmless for any loss, damage, liability,claim, demands, suit and expenses, including reasonable attorney’s fees, related to any claim by aPayer against TCCI or its affiliates alleging yourCustomer’s failure to provide a receipt of payment to the Payer. You will, in either case, indemnify us (and our directors, employees and agents) against all damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. We shall: (a) promptly notify you in writing of any such claim; (b) authorize you to control the defence and all related settlement negotiations; (c)provide you with the assistance and information reasonably necessary to defend and/or settle the any such claim; (d) in no event jeopardise, settle or admit liability with respect to any such claim without your prior written consent, and (e) use reasonable endeavours to mitigate any such claim.
10. TERM AND TERMINATION
10.2 Termination. We may immediately terminate your registration and our Commercial Agreement withyou at any time without prior notice and cease providing the TCCI Service to you, if:
(a) we determine in our sole discretion that you are not eligible to use the TCCI Service or that you are using it for an impermissible purpose;
(c) you engage in behavior that we in our sole discretion view as suspicious or otherwise of concern;(d)duplicate accounts are opened for the same
(e) it is impossible to get in touch with you by the
telephone number and email address you have provided; or
(f) you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60)days of filing; or
(g) Our Commercial Agreement with you, or our Commercial Agreement with your Introducer, if applicable, has been terminated.
10.3 Additional Grounds for Termination. We may suspend or refuse to provide the TCCI Service if, in our sole discretion, (a) we believe the continued provision of the TCCI Service will violate applicable laws,regulations, or our policies or procedures, or (b) we reasonably suspect any security risk associated with your registration or the settlement of funds to your Global Account. This includes, for the avoidance of doubt, any modifications we make to internal risk assessments, policies and procedures, either based on our own internal processes or at the request of our financial institution partners, a regulator or otherwise,and as a result of such modifications we conclude in our sole discretion that providing the TCCI Service to you is not consistent with our risk profile. We will do our best to notify you prior to taking any such action.However, if prior notification is not practicable, we will promptly notify you by email after the suspension. We have no obligation to notify you should such a notification be impossible or unlawful
11. GOVERNING LAW AND ARBITRATION.
11.2 YOU HEREBY CONSENT TO ARBITRATION OF ALL CLAIMS BEFORE A SINGLE ARBITRATOR.THE ARBITRATOR WILL BE SELECTED, AND THE ARBITRATION CONDUCTED, PURSUANT TO THE COMMERCIAL ARBITRATION RULES (EXPEDITED PROCEDURES) OF THE AMERICAN ARBITRATION ASSOCIATION. NO “CLASS” OR SIMILAR GROUP ARBITRATION SHALL BE PERMITTED. ALL ARBITRATION HEARINGS OR SIMILAR PROCEEDINGS SHALL BE HELD IN NEW YORK,NEW YORK, ALTHOUGH YOU MAY ELECT TELEPHONIC PROCEEDINGS OR WAIVE ANY HEARING. The AAA Commercial Arbitration Rules(Expedited Procedures) are available for review at:www.adr.org/aaa/faces/rules (click Rules, then click Commercial Arbitration Rules).
11.3 Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.
11.5 You also acknowledge and understand that, with respect to any Claim:
YOU ARE GIVING UP YOUR RIGHT TO HAVE ATRIAL BY JURY; YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY SUCH DISPUTE; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY SUCH DISPUTE.
11.6 This Section is made pursuant to a transaction involving interstate commerce and will be governed bythe Federal Arbitration Act, 9 U.S.C.1-16.
12.1 Changes to the TCCI Service. We reserve the right to modify and make changes to the TCCI Service at any time as we deem necessary to comply with applicable laws and regulations or business needs,provided that such modification shall not in our reasonable opinion degrade the functionality of theTCCI Service. Where possible, we shall notify you ofsuch modification as soon as is reasonably practicable following our determining to make the modification.
12.2 Right of Set-Off. You agree that we are authorized at any time to set-off the funds received byus against your debts or liabilities owed to us. We may exercise this right of set-off without notice to you. Our exercise of such right shall not in any way operate to create any obligation for a Payer where such Payer’s obligation to you was met as a result of our receipt of funds from the Payer as your limited payments agent,as described in Section 2 of Schedule 1.
purpose. A party has no authority to bind, to contract in the name of or to create a liability for the other party in any way or for any purpose and neither party shall hold itself out as having authority to do the same.
12.6 Service Providers. We may use agents and service providers to help us deliver the TCCI Service to you. The TCCI Service is operated by TCCI and atTCCI’s direction.
12.8 Advertising. Solely as between us and Client, we may include Client’s name, logo and contact information in directories of our service subscribers and other general promotional materials for the purpose of promoting the use of the TCCI Service generally. However, we shall promptly cease using Client’s name, logo and contact information if Client request us to do so. Neither party shall issue a press release relating to this business relationship without the written consent of the other party. Except as set forth herein, neither party may use the trademark or trade name of the other party without the written consent of such party.
12.9 Intentionally Blank.
delivered to Currency Cloud by email to firstname.lastname@example.org or mail to the address of Currencycloud Inc. at 104 5th Avenue, 20th Floor,New York, NY 10011.
SCHEDULE 1 – The TCCI Service
1. Description of the TCCI Service.
The TCCI Service is a funds transfer and settlement service that enables You to: (1) directly transmit toTCCI, from your USD bank account held in the UnitedStates, USD funds for onward transfer by TCCI to be settled in USD to your Global Account; and/or (2)receive payments in the United States in USD throughTCCI as your duly appointed limited payments agent(as described in greater detail immediately below) and for such funds to be settled in USD to your GlobalAccount; and/or (3) receive payments in the UnitedStates in USD on behalf of your Customers throughTCCI as their duly appointed limited payments agent(as described in greater detail immediately below) and for such funds to be settled in USD to your GlobalAccount. Any such funds received by TCCI from You or on Your behalf and/or on your Customer’s behalf are deemed to be received with the automatic instruction to settle such funds to Your Global Account,in accordance with Section 4, Settlement, below. As described further in Section 4, TCCI retains full discretion to refuse the acceptance of any funds for settlement to your Global Account at any time,including, but not limited to, funds received from a Payer on your behalf.
2.1 In the event that TCCI accepts payments on your behalf, you agree and understand that you must provide express instructions to your Payers to use their own bank or similar financial institution to send
funds to TCCI. You shall provide Payers with information sufficient for them to understand that their payments are being processed by TCCI on Your behalf, and you shall provide Payers with a receipt confirming receipt of payment when such payment is received by TCCI. Accordingly, in connection with such transactions, you authorize us to act as your agent for the limited purposes of receiving, holding and disbursing to your Global Account such funds received from Payers on your behalf. You agree and understand that the receipt of funds by us from aPayer, pursuant to instructions you have provided thePayer, satisfies the Payer’s obligation to you.
2.2 In the event that TCCI accepts payments on your Customers’ behalf, you agree and understand that you must provide express instructions to your Customers who in turn must provide these instructions to their Payers to use the Payers’ own bank or similar financial institution to send funds to TCCI. You shall provide your Customers with information sufficient for them to understand that their payments are being processed by TCCI on their behalf, and you shall require your
Customers to provide Payers with a receipt confirming receipt of payment and confirming that the Payer’s obligation to the Customer is satisfied when such payment is received by TCCI. Accordingly, in connection with such transfers, you authorize us to act as your Customer’s agent for the limited purposes of receiving, holding and disbursing to your GlobalAccount such funds received from Payers on yourCustomer’s behalf. You agree and understand that the receipt of funds by us from a Payer, pursuant to instructions you have provided the Customer, satisfies the Payer’s obligation to your Customer.
Furthermore, you agree to include the limited agency appointment acknowledgment set forth in Appendix 1of this Schedule 1 pursuant to which your Customer acknowledges that receipt of funds by us from a Payer satisfies the Payer’s obligation to your Customer.
2.3 Notwithstanding the limited agency appointment described herein, we reserve the right in our own discretion to reject any settlement received from aPayer (where such transaction is received from the Payer’s bank or similar financial institution). In the event such a rejection occurs, You are responsible for obtaining any funds due to you from the Payer directly.
3.1 For transactions where we are not acting as your limited payments agent to receive funds on your behalf from a Payer, you will need to fund the transaction yourself by transferring to TCCI funds from your U.S.bank account, using an “ACH Push” (an ACH transaction that you initiate) or domestic wire transfer,or by any other method we specify. No other payment methods are accepted, including cash, mailed check,or electronic check.
● Your payment order will remain inactive until Currency Cloud receives your funds (the “Funding Payment”).
● If for any reason we do not settle your funds to your Global Account (i.e., the funds transfer is cancelled or refused) then we will promptly return the deposit to the account from which it originated. In the event that we are unable to return the deposit, we will promptly contact you using the most current contact information provided to us by you. In the event that you have registered with us through an Introducer, the Introducer may contact you.
3.2 For transactions where we are acting as your and/or your Customer’s limited payments agent to receive funds on your and/or your Customer’s behalf from a Payer, you will need to provide instructions to each Payer on how to transmit his or her funds to us.
Information regarding such instructions will be provided to you in connection with onboarding for theTCCI Service, as applicable, and such instructions may be updated by us from time to time. The Payer will need to fund the payment by transferring funds from his or her bank account, using an “ACH Push” (an ACH transaction that the Payer initiates) or domestic wire transfer, or by any other method we
specify. You are responsible for providing instructions to the Payer so that Payer funds will be received by us. You are solely responsible for any errors or omissions with such instructions.You agree and understand that you will include with such instructions to each Payer an explanation that Payer’s funds owed to you and/or your Customer are being received by TCCI on your and/or your Customer’s behalf, and that the receipt of the funds byTCCI shall be deemed the receipt of funds by you and/or your Customer.
4.1 All funds received by TCCI either from you directly or on your and/or your Customer’s behalf shall be swept daily and available the same Business Day(defined immediately below) in your Global Account.You will be informed upon our receipt of funds that such funds have been received, as well as the anticipated timing of the availability of such funds in
4.2 You can access the details of all funds received by TCCI from you or on your and/or your Customer’s behalf in connection with the TCCI Service, including when such funds are deposited into TCCI’s U.S. funds settlement bank account (subject to applicable limitations on such settlements, as described immediately above) through your online CurrencyCloud account (or, if applicable, the Introducer’s user interface).
5. Exchange Rates. For the avoidance of doubt,the TCCI Service will not involve the exchange of funds in one currency for another currency. All funds will be settled to your Global Account in U.S. Dollars.
Appendix 1 – Form of Agent ServicesAppointment Acknowledgment (To becompleted by Customer)
This ACKNOWLEDGMENT OF AGENT SERVICES APPOINTMENT (“Agent Appointment”) is made and entered into between The Currency Cloud Inc., acompany incorporated in the state of Delaware, with a principal place of business at 104 5th Avenue20th Floor, New York, NY 10011 (“Currencycloud”),and you.
Appointment of Agent. You acknowledge and agree that Currencycloud is appointed your agent to receive on your behalf, in a bank account in the United States,funds due to you directly from third parties.Currencycloud shall receive such funds as your agent and shall transmit such funds to [Client name] after which [Client name] shall make these funds available to you. You agree and understand that such funds received on your behalf shall be deemed received by Currencycloud with the automatic instruction to settle such funds to [Client name]. You agree and understand that the receipt of funds by Currencycloud from a Payer (“Payer” means a third party that sends
funds to Currencycloud on your behalf), pursuant to instructions you have provided the Payer, satisfies the Payer’s obligation to you.
Term and Termination. This Agent Appointment shall commence on the same date on which you agree to this Addendum and shall expire coincident with the expiration of the agreement between [Client name]and you unless terminated earlier by Currencycloud in its sole discretion.
Representation and Warranties. You represent and warrants that you have (i) the full authority to enter into and perform your obligations under this AgentAppointment and (ii) read this Agent Appointment,understand the same, and agree to be bound by all the terms, conditions and provisions of this this Agent Appointment.
Governing Law. Notwithstanding anything to the contrary in your agreement with [Client name], this Agent Appointment shall be governed by and interpreted in accordance with the laws of New York without regard to its principles of conflicts of law, and regardless of your location.
"Affiliates" means, in relation to an entity, any person or entity controlling, controlled by or under common control with such entity. An entity is deemed included within the meaning of “Affiliate” even if it qualifies as such after these Terms have been agreed to by a client;
"Authorized Person" means any person authorized by you to give us instructions in relation to the TCCI Service.
"Business Day" means any day, other than a Saturday,Sunday, or federal or New York state holiday on which the offices of our banking partners are open for business.
"Client Help Center" means the information which is available online at http://help.currencycloud.com;
"Client Support" means our client support services.“Client” means a Team Labs, Inc.
“Currency Cloud” means The Currency Cloud GroupLtd. and its Affiliates.
“Commercial Agreement” means the agreement between you and us setting out the commercial terms for the provision of the TCCI Service. In the event that you have been introduced to us by an Introducer, then the Commercial Agreement shall be the commercial agreement between us and the Introducer.
“Confidential Information” means confidential information of a party concerning such party’s business, plans, customers, clients, technology,services and products, and other information held in confidence by such party, including all information intangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Our Confidential Information will include,but not be limited to, the Currency Cloud Technology, and your Confidential Information will include, but not be limited to Customer data including Personal Data.Information will not be deemed ConfidentialInformation if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one
“Customer” means a customer of yours, including without limitation any customer you engage with inc onnection with the TCCI Service.
"Global Account" means the electronic money account you open and maintain with TCCL, also referred to from time to time as Primary Account and/or NamedAccount.
”Introducer” means a third party that introduced you to Currency Cloud.
“KYC Information” means Know Your Customer information that will allow us to identify you. KYCInformation may include information such as name, physical address, unexpired U.S. government issued photo identification, U.S. Taxpayer Identification number, date of birth, phone number, email address,U.S. Employer Identification Number (EIN), and incorporation number.
“Payer” means a third party that sends funds to TCCI on your or your Customer’s behalf.
“Personal Data” means non-public personal information of a natural person.
"Services" means all of the cross-border payment and currency conversion services provided by CurrencyCloud.
“TCCI”, "we", "us", or "our" means The Currency Cloud Inc.
“TCCI Service” means the payment facilitation service provided by TCCI that enables clients to settle U.S.Dollar funds held in the United States directly to their respective Global Accounts in U.S. Dollars, as well as the funds transfer and settlement service that enables clients and their Customers to receive payments inU.S. Dollars, as well as the ancillary implementation services and KYC checks.
“TCCL” means The Currency Cloud Ltd., a wholly-owned subsidiary of Currency Cloud.
"You" or "your" means you, the person who is contracting with us for the provision of the TCCI Service.
Click here to access the Cross-Border Payments Fee Schedule.