Business Account Application
UNITED STATES
PART I: Business Information
Legal Company Name
DBA / Fictitious Business Name (If applicable.)
Street Address (P.O. Box Not Acceptable)
City
State
Zip Code
Mailing Address (Applicable only if mailing address is different.)
Street Address
City
State
Zip Code
Business Phone Number
Fax Number
Company Website/URL
Number of Employees
Federal Tax ID Number
Registration/License Number
Date of Formation (mm/dd/yyyy)
State/Country of Incorporation
Nature of Principal Business:
This business is a:
Private Corporation
Public Corporation
Sole Proprietorship
LLC
Government Entity
Partnership
Not for Profit
Other
Has this business, or any authorized party below, officer, director, or owner of the business, ever been convicted of, or is in the process of a
prosecution for any felony under local, State, or Federal law of the United States or another country?
Yes
No If yes, please separately
attach an explanation.
Indicate how you heard about AFEX:
Sales Call
Referral from:
Other (please specify):
PART II: Product and Services
Please select any of the following Products and Services:
Spot foreign exchange
Forward contract
Standing order
Market Watch
Conversion of foreign drafts
Bank draft
Banknote
Incoming Wires
Expected amount needed, per month (in USD):
$50K
$50K - $250K
$250K - $1M
$1M - $5M
> $5M
Approximate number of separate payments, per month:
Less than 5
6-15
16-30
30-50
Greater than 50
Goods and Services for which you make or receive International Payments:
List the primary countries you make payments or from which you receive payments:
List of currencies in which you make payments:
Intended purpose and reason for use of account:
Forward Contracts Only
Your Legal Entity Identifier (LEI) of CFTC Interim Complaint Identifier (CICI):
Swap Dealer
Major Swap Participant
Commodity Pool
Trust
Bank or other Financial Institution
Corporation/Partnership/LLC/LLP
Individual
Broker/Dealer, FCM, other regulated entity
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 1 of 11
BUS-ACC-APP-US0114SB
Client status:
Business Account Application
UNITED STATES
PART III: Primary Contact
Primary contact for payment enquiries, daily operations, call-backs, etc.
First Name
Middle Name
Last Name
Title
Telephone Number
Fax Number
Email (All trade confirmations will be sent to this email address)
Date of Birth
PART IV: Ownership Information
List all individuals who, directly or indirectly, own 20% or more of the shares or 20% or more of the ownership of the Company. Indirectly means
the individual owns 20% or more of the shares or the ownership interests of an entity that controls the Company, including through a chain
of control. List all owners with at least 20% ownership. If a company is the owner of an interest in the subject Company, list the names of the
company and its ownership percentage as well as all individuals who, directly or indirectly, own 20% or more of the shares or 20% or more of
the ownership of the subject company.
(Attach extra sheets as required. Minimum of one owner is required.)
Name
DOB or
Date of Formation
Residential Address (Individuals)
or Business Address (Legal Entities)
Citizenship/Jurisdiction
of Incorporation
% of
Ownership
No other person owns 20% or more of the applicant Company.
PART V: Publicly Traded Corporations (If not a Publicly Traded Corporation, proceed to section VI)
Is the Company a subsidiary of a publicly traded company with consolidated financial reporting?
Yes
No
If yes, what is the name of the publicly traded company?
What is the ticker symbol of the Company or parent company?
What is the name and country of the exchange where the shares are traded?
What is the date of the last audited financial statement?
/
/
(Please include a copy of the most recent financial statement.)
PART VI: Directors of the Company
Name
Date of Birth
Residential Address
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Citizenship
% of
Ownership
Page 2 of 11
BUS-ACC-APP-US0114SB
List the names and the titles of all the directors of the company. (Attach extra sheets as required)
Business Account Application
UNITED STATES
PART VII: Financial Information (Optional)
Providing AFEX with your financial information allows us to comply with applicable ‘Know Your Customer’ regulations. Your financial information
also helps us to confirm that your transactions are consistent with the size and nature of your company’s business. A list of acceptable types of
financial information you can provide is given below. This information is kept in the strictest confidence and is used solely for the purposes of
evaluating customer applications and providing you with our Foreign Exchange Services.
Most recent Audited Financial Statement (Preferred)
Last 3 months of your bank statements, including all account activity
Your Financial Institution’s Name
First 2 pages of your most recent federal tax return
Most recent Unaudited Financial Statement
Street Address
City
State
Zip
Checking Account Number
Phone
Account Holder’s Name (Name on Bank Account)
PART VIII: Authorized Traders
List the person(s) who are authorized to trade and make international payments on behalf of the Company, and submit or modify beneficiary
instructions. In addition, please indicate if the User will need access to our online platform, AFEXDirectTM.
Yes
No
First Name / Middle / Last
Date of Birth
E-mail address
Signature
Authorized Trader 2 - Online Access:
Yes
No
First Name / Middle / Last
Date of Birth
E-mail address
Signature
Authorized Trader 3 - Online Access:
Yes
Date of Birth
E-mail address
Signature
Yes
Date of Birth
E-mail address
Signature
Yes
Title
No
First Name / Middle / Last
Date of Birth
E-mail address
Signature
Associated Foreign Exchange, Inc.
afex.com
Title
No
First Name / Middle / Last
Authorized Trader 5 - Online Access:
Title
No
First Name / Middle / Last
Authorized Trader 4 - Online Access:
Title
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Title
Page 3 of 11
BUS-ACC-APP-US0114SB
Authorized Trader 1 - Online Access:
Business Account Application
UNITED STATES
PART IX: Declaration
Before signing this Application, please confirm you have received, read, and understood our Product Disclosure Statement by
checking this box:
For corporate applicants, signed approval must be provided by the an Officer, Director, Secretary, President, or a Partner. For Sole Proprietorship,
signed approval must be provided by the Sole Trader or individual.
By signing below, I/we request AFEX to process this Application for Money Transmission and Foreign Exchange Services; in addition
1
I/We understand and agree that AFEX will rely on the accuracy of the information disclosed in this application.
2
I/we authorize AFEX to conduct credit searches, including credit histories, and any other searches necessary to evaluate the Applicant’s
business history and information. All trade orders and transactions agreed upon by Applicant and AFEX, either orally or in writing, shall
constitute a legally binding contract between the Parties.
3
I/We agree and accept to be bound by AFEX’s Foreign Exchange Terms and Conditions contained in
4
By returning this Application the undersigned, on behalf of the Applicant, certifies (1) the authority of the undersigned to binding the
Applicant, and (2) the accuracy and completeness of all statements contained in the Application and any supporting documents, and
(3) the authority to conduct foreign currency transactions on behalf of the Applicant.
Signature
Date
Printed Name
Title
Account Executive
Submitting Account Executive Signature
E-mail
Date Completed
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 4 of 11
BUS-ACC-APP-US0114SB
Return this Application and all applicable additional forms to your Account Executive.
Business Account Application
1.INTRODUCTION
1.1 The terms and conditions set out in this document
and the application form completed as part of
the account opening process, together with any
supplementary terms which may be provided
from time to time, and the particulars of any
Confirmation, constitute your agreement with us
(the “Agreement”) for the foreign exchange and
related services provided by Associated Foreign
Exchange, Inc. (“AFEX”).
1.2 These terms and conditions (“Terms”) apply to
all transactions and matters involving AFEX
and your company (“Client”), regarding foreign
exchange and related services. Client’s use or
continued use of the Services constitutes Client’s
acceptance of, and a contractual agreement to be
bound by these Terms. These Terms supersede all
prior written or verbal agreements. These Terms
may be supplemented, amended or superseded
by AFEX (i) from time to time in AFEX’s sole
discretion upon written notice to you or (ii) with
immediate effect to the extent required under
applicable law.
1.3 Associated Foreign Exchange, Inc., a California
Corporation located at Warner Center, 21045
Califa Street, Woodland Hills, California 91367,
is licensed and regulated as a Money Transmitter
by several State Regulatory Agencies, and
is registered as a Money Services Business
(MSB) with the Financial Crimes Enforcement
Network (FinCEN), a bureau of the United States
Department of the Treasury Financial.
1.4 You may request a further copy of the Agreement
or these terms and conditions at any time during
the term of the Agreement. This Agreement
and all communications between us under the
Agreement shall be in English.
2.DEFINITIONS
2.1 “Account” means a single account held by AFEX
for the Clients’ funds. Account Application means
AFEX’s Business Account Application.
2.2 “Additional Partial Prepayment” means a security
payment required by AFEX equal to ten percent
10% of the notional value of the Forward
Contract for every ten percent 10% deterioration
in the market value of such contract or combined
market values of the Forward Contracts Client
holds with AFEX that remains unsettled.
2.3 “Additional Partial Prepayment Notice” means any
notice by AFEX to the Client that an Additional
Partial Prepayment Amount is payable.
2.4 “AFEX”, “we”, “us”, “our” means Associated Foreign
Exchange, Inc., any related Body Corporate
of AFEX, including AFEX’s ultimate holding
company and all subsidiaries of that parent entity.
2.5 “Authorized User” means any natural person
listed as an Authorized Trader on the Account
Application.
2.6 “Balance Due” means the amount of funds sold to
AFEX by the Client less any Partial Prepayment
already paid.
2.7 “Balance Due Date” means the date on which
payment must be received by AFEX. The Balance
Due Date must be a Business Day.
2.8 “Beneficiary” means the Client or any payee so
designated by the Client.
2.9 “Blocked Person” means any person, entity or
government agency of a Sanctioned Country
with which AFEX is, or is likely to be, prohibited
from dealing or otherwise engaging in any
transaction by any Anti-Money Laundering Laws
or with whom AFEX believes it is prohibited from
conducting transactions by virtue of governmentissued sanctions presently in force or created at
a future date.
2.10 “Business Day” means a day on which banks
are open for general banking business in all
jurisdictions involved in the Trade Order, including
both countries of the currencies involved in the
Trade Order.
2.11 “Client” means the party entering into this
Agreement with AFEX.
2.12 “Contract Date” means the date on which the
Client and AFEX entered into a Trade Order.
2.13 “Confirmation” means a) the Trade Confirmation
sent by AFEX to the Client setting out details of
the Trade Order and b) the payment confirmation
sent by AFEX to Client setting out the details of
the Delivery Instructions.
2.14 “Delivery Date” means the date on which funds
are available for disposition upon receipt of the
Client’s Beneficiary payment instructions, provided
the Client has fully paid for the purchased funds
and complied with this Agreement. The Delivery
Date must be a Business Day.
2.15“Delivery Instructions” means the identifying
information, including but not limited to the bank
account number and bank identifying number,
by which AFEX will deliver Client’s funds to
Beneficiary.
2.16 “Draft” means a check or other negotiable
instrument made out in a specified single
currency.
2.17 “Facility” means any trading lines, settlement line
or foreign currency exposure limit that AFEX has
granted to Client.
2.18 “Foreign Currency” means any currency other
than United State Dollars.
2.19 “Forward Contract” means a binding Agreement
wherein the Client agrees, that on a specific
date or range of dates in the future, the Client
will purchase a specific amount of funds in one
currency from AFEX and also agrees to sell a
specific amount of funds in another currency to
AFEX.
2.20 “Insolvent” means insolvent or otherwise unable
to pay its debts as they become due, or upon the
filing of any proceeding (whether voluntary or
involuntary) for bankruptcy, insolvency or relief
from creditors.
2.21 “Interest Rate” means two percent (2%) over the
prime rate of interest then in effect, or that rate
of interest publicly announced as the base rate
on corporate loans by large U.S. Money Center
Commercial Banks, as published in the Wall
Street Journal. The daily Interest Rate shall be the
Interest Rate divided by three hundred and sixty
five.
2.22 “Loss” or “Losses” mean any and all market
losses associated with movements in the foreign
exchange rates, damages, costs, liabilities, losses,
claims, judgments, penalties, fines, expenses
(including reasonable attorneys’ and accountants’
fees and expenses), costs of investigation,
amounts paid in settlement, court costs and other
expenses of litigation.
2.23. “Online System” means any electronic system
or interface, such as AFEXDirect™, provided by
AFEX to its Clients for the purpose of placing
Trade Orders and payment management. AFEX
may revise the Online System at any time or
change its domain, without prior notice and
without Client’s consent.
2.24 “Partial Prepayment” means security, expressed
as a percentage of the funds sold to AFEX or
an absolute value. Partial Prepayment may
be required by AFEX as a condition of the
Trade Order. Subject to Force Majeure, Partial
Prepayments are non-refundable until maturity of
the Trade Order.
2.25 “Parties” mean Client and AFEX.
2.26 “Payment” means good cleared funds received by
AFEX from, or on behalf of, the Client.
2.27 “Services” means AFEX’s provision of various
foreign exchange and related services, including
without limitation buying and selling of foreign
currencies and making or receiving of crossborder payments, purchase and sale of wires
and bank drafts in foreign currency and forward
contracts.
2.28 “Settlement” means the total amount, including
the cost of currency acquisition as well as any fees
and charges (excluding any fees and charges set
forth in any Addendum, if applicable), the Client
owes to AFEX, less any Partial Prepayment or
Additional Partial Prepayment Amount payment
made and held by AFEX.
2.29 “Trade Order” means an order placed with AFEX
via telephone, facsimile or electronic mail, or any
other mutually agreeable means by which trades
are communicated between the Client and AFEX.
2.30 “User” means any Authorized Party authorized by
Client to use the Online System.
2.31 “Value Dating Policy” means AFEX’s policy
governing which exchange rate date will apply,
and is subject to change from time to time.
2.32 “Exotic Currency” means a currency with little
liquidity and limited dealing, which is neither a
major nor a minor currency. Exotic currencies are
typically issued by an emerging market country.
3.
3.1
ACCOUNT OPENING PROCESS
Account Opening Process. All Clients must have
a fully completed and approved application and
other necessary account setup documentation
on file with AFEX, including a list of designated
persons authorized to initiate valid and legally
binding funds transfer orders and other orders
and instructions (including cancellations and
amendments)
(collectively,
“Transactions”)
on Client’s behalf. If Client will be placing
transactions online, Client must also provide
specimen signatures and oral, written and/or
electronic passwords to be used to authenticate
Orders. Client is responsible for safeguarding
these passwords and agrees to be responsible
for any and all use of such passwords. AFEX may
in its sole discretion request additional account
setup documents or information at any time, or
approve, reject or terminate Client relationships,
or suspend or cancel Services.
4.
4.1
CONDUCTING BUSINESS WITH AFEX
Provision of Services. As described in Section
1 above, where any of the Services involve the
conversion of amounts from one currency into
another currency, including Forward Contracts.
AFEX will provide such part or parts of the
Services as involves currency conversion and
remittance as principal.
Reliance on Instruction. Client hereby authorizes
4.2
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 5 of 11
BUS-ACC-APP-US0114SB
FOREIGN EXCHANGE AGREEMENT
BUSINESS ACCOUNTS
TERMS AND CONDITIONS
UNITED STATES
Business Account Application
4.4
4.5
4.6
4.7
4.8
5.
5.1
account, IBAN or routing or transit numbers are
the Client’s sole responsibility and liability. AFEX
may reject any Order if (i) AFEX determines, in
good faith and in its sole discretion, that such
Order is not authentic, (ii) AFEX does not receive
sufficient funds from the Client to cover such
Order by the AFEX operational deadline, or (iii) the
Order is incorrect, incomplete or unsatisfactory
to AFEX for any reason. All aspects of Orders
(whether transmitted by Internet or otherwise),
including, but not limited to, rates and fees, are
subject to final approval and confirmation by
AFEX. From time to time, AFEX may require
Client to provide to AFEX additional information
on its payment beneficiaries, purpose of payment,
and payment volume so as to conform to AFEX’s
compliance and “Know Your Customer” policies.
OFAC Screening. All Orders must be screened
for compliance with U.S. Office of Foreign Assets
Control (“OFAC”) regulations and other foreign
regulations where AFEX or its affiliates conduct
business. Should any party to an Order be or
appear to be a sanctioned person or entity under
OFAC regulations, AFEX may be required by
law to block related funds or to reject the Order.
AFEX shall not be responsible for applying to
OFAC for a license to release any blocked funds
or to complete any prohibited Order.
EXCHANGE RATES AND
FOREIGN EXCHANGE
Exchange Rates and Foreign Exchange. AFEX
will perform foreign exchange on behalf of
the Client at exchange rates confirmed with
the Client. AFEX will execute Client’s Orders
in the currency requested by the Client. At the
Client’s option, AFEX may provide daily multicurrency fixed exchange rates at fixed rates
advised by AFEX to the Client. AFEX, in its sole
discretion, shall determine the fixed exchange
rates applicable for a given business day at the
beginning of such business day; AFEX reserves
the right, at any time and without prior notice, to
amend such rates at its own discretion, and in
such case AFEX will make reasonable efforts to
communicate such amended rate to the Client.
6.
FOREIGN EXCHANGE FORWARD
CONTRACTS
6.1 Authorization. The Client hereby authorizes
AFEX to enter into Forward Contracts based
on Trade Orders from the Client in accordance
with the terms and conditions of this Agreement.
AFEX will provide the Client a Confirmation
stating the details of the particular transaction.
The Client acknowledges that each Forward
Contract is governed by and subject to the terms
and conditions of this Agreement and, upon
acceptance by AFEX orally or in writing, that each
constitutes a binding contract. Forward Contracts
may not be cancelled by the Client once the Trade
Order is placed with AFEX.
6.2 Regulatory Reporting. The Client acknowledges
that AFEX will be relying on the information the
Client provided above in order to comply with
AFEX’s requirements under the Dodd-Frank
Act. The Client authorizes AFEX to report all
information about a Forward Contract entered
into by the Client that is required to be reported
to a swap data repository. Furthermore, Client
agrees to notify AFEX promptly in writing of
any changes regarding the information provided
6.3
6.4
6.5
6.6
6.7
6.8
above (and, in any case, before entering into any
forward contracts following such change).
Partial Prepayment for Contracts. Within 24 hours
of a Client’s Instruction to enter into a Forward
Contract, unless otherwise agreed in writing or
in a Trade Order, AFEX must receive the Partial
Prepayment from the Client. Should the Client fail
to pay the Partial Prepayment within the required
time, AFEX may in its sole discretion cancel
the Forward Contract with immediate effect, or
complete the transaction. In such circumstances,
the Client will be liable to AFEX for any Losses.
Additional Partial Prepayment. AFEX may, unless
otherwise agreed in writing or in a Trade Order,
in its sole discretion request from the Client one
or more Additional Partial Prepayment Amounts.
The Client agrees to provide the Additional Partial
Prepayment Amounts to AFEX within 24 hours of
AFEX issuing any Additional Partial Prepayment
Notice. Should the Client fail to pay any Additional
Partial Prepayment Amounts as specified within
the Additional Partial Prepayment Notice within
the required time, AFEX may in its sole discretion
cancel the Forward Contract with immediate
effect, or complete the transaction. In such
circumstances, the Client will be liable to AFEX
for any Losses.
Risks Involved. The Client acknowledges that
the foreign currency market is volatile. Client
expressly accepts the risk that if the currency
of the purchased funds weaken or strengthen
during the period covered by the Forward
Contract and is weaker/stronger on the Delivery
Date, as applicable, the value of the amount of
currency which the Client agreed to sell to AFEX
may be less favorable than the current price for
the purchased currency. The Client is aware that
Forward Contracts purchased hereunder are not
transactions subject to the regulations of the
Commodities Futures Trading Commission.
Settlement Using Partial Prepayment. In the
event of default in any payment by the Client,
AFEX may satisfy any Losses, out of any Partial
Prepayment or Additional Partial Prepayment
Amount(s) or any other Payment held by AFEX
on the Client’s behalf, or pursuant to any other
obligations AFEX has to the Client, without prior
notification to the Client. In the event Partial
Prepayment is insufficient, the Client shall remain
liable to AFEX for the remaining amount payable
under Settlement and will promptly pay on
demand the amount of any Losses. If Settlement
is paid to AFEX electronically, the Client agrees
that Settlement shall not be recalled by the Client
without AFEX’s prior written consent.
Assignment of Interest. The Client understands
that no interest will be paid to the Client by AFEX
with respect to any funds held on behalf of the
Client. In consideration for the Client’s use of
the Services, the Client irrevocably transfers and
assigns to AFEX or any of its related entities,
as the case may be, any ownership right that
the Client may claim to have in any interest that
may accrue with respect to any funds held on
behalf of the Client. For avoidance of doubt, such
assignment extends only to any interest earned
on any such funds.
Not Futures Transactions. The Client is aware
that Forward Contracts purchased are over-thecounter contracts and are not tradable on or
guaranteed by, any licensed exchange or market.
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 6 of 11
BUS-ACC-APP-US0114SB
4.3
AFEX to accept, act and rely upon any Instruction
that AFEX reasonably believes to have been
made by Client to provide the Services set forth
in the Instruction from Client.
Trade Orders. By Placing a Trade Order with
AFEX, Client agrees to the terms and conditions
set forth in this Agreement and reaffirms Client’s
representations in Section 17 below and the
accuracy of the information in the Client’s
Account Application. Upon receipt of a Trade
Order submitted in accordance with AFEX’s Trade
Order process, AFEX will issue a Confirmation to
the Client confirming the Trade Order as stated in
the Confirmation. Client acknowledges that Client
is solely responsible for the accuracy of the Trade
Order and agrees to keep copies of any Trade
Orders transmitted to AFEX. Client assumes
all risks if the Trade Order is altered during its
transmission, and agrees to carefully review the
Confirmation. Subject to this Agreement, AFEX is
under no obligation to provide any Service unless
a Confirmation has been delivered to the Client.
Trade Confirmations. Client agrees to promptly
notify AFEX if Client does not receive a
Confirmation for its Trade Order or Delivery
Instructions. Client agrees that in order to perform
transactions for Client, AFEX must assume that
Client’s instructions are those that appear on
the Confirmation and therefore Client will meet
its related financial obligations unless AFEX is
informed by Client of the error or discrepancy prior
to the execution of the Trade Order or release of
payment according to Delivery Instruction.
Assignment of Interest. Client understands that
no interest will be paid to Client by AFEX with
respect to any funds held on behalf of Client
(i.e., funds awaiting Instruction, funds maintained
in a Holding Balance, Partial Prepayment’s or
Additional Partial Prepayments, etc.).
Means of Processing Orders. AFEX and
its correspondent banks may use whatever
intermediary banks, payments systems or
methods AFEX deems commercially reasonable
and appropriate for each Order. Client agrees to
be bound by applicable law, regulations, clearing
house rules or other rules or procedures of any
funds transfer or communications system that is
used in the transaction, including, but not limited
to the Uniform Commercial Code and Federal
Reserve, CHIPS and SWIFT rules, regulations
and operating procedures. Client agrees that it
may be necessary for AFEX to use one or more
intermediary or correspondent banks or banking
networks to complete each Order. While AFEX
will make every reasonable effort in good faith
to insure the rapid completion of each Order,
AFEX is not responsible for the speed and timing
of funds processing by other banks or systems
beyond the control of AFEX. AFEX is not
responsible for any fees that may be deducted by
any intermediary or correspondent bank or by the
beneficiary’s bank in association with any Order
or returned Order.
Transmission and Acceptance of Orders. When
placing Orders, Client will provide AFEX with
all information AFEX may require via authorized
electronic and non-electronic processes. Client
agrees that AFEX may rely on such information
provided in processing such Orders. Client agrees
that any error in such information, including, but
not limited to, incorrect beneficiary account
number or name, beneficiary bank name, or other
UNITED STATES
Business Account Application
7.1
7.2
7.3
7.4
8.
8.1
8.2
8.3
8.4
TRANSACTIONS INVOLVING EXOTIC
CURRENCIES
Exotic Currency Trading. AFEX may perform
foreign exchange transactions involving exotic
currencies on behalf of the Client prior to the
execution of the Trade Order.
Risks Involved. Client acknowledges that
exposure to exotic currencies carries a substantial
risk of loss. Exotic currencies are defined by
limited market liquidity and tend to not be backed
by secure financial and political structures. These
factors make them prone to significant and
unpredictable market fluctuations.
Settlement. Due to the risk these transactions
may represent to AFEX, AFEX must receive
payment for any exotic currency transaction one
day prior to the value date as stated on the trade
confirmation. If payment is not received by AFEX
one day prior to the value date, AFEX may sell the
funds back to the market, which may represent a
significant loss to the Client.
Delivery. Client acknowledges that it is the
Client’s responsibility to provide AFEX with the
correct and complete delivery instructions prior to
the execution of the Trade Order. The Client may
execute the Trade Order only upon approval by
AFEX of the delivery instructions, including the
Beneficiary’s bank information.
INCOMING FOREIGN CURRENCY
TRANSACTION
From time to time, we may agree to purchase from
you foreign currency in the form of an incoming
draft (from a third party) or remittance payable to
you.
We reserve the right to withhold payments for
incoming drafts or remittances until we, in our
sole discretion, are satisfied that cleared funds
have been actually and irrevocably received by
us. Subject to this, payments received prior to
1:00 PM Pacific Time on a Business Day will
normally be released to you on that Business Day.
Payments received after 1:00 PM Pacific Time on
a Business Day will normally be released to you
on the next Business Day. If you have not given
us advance notice of an incoming remittance or
the payment details are otherwise incomplete,
and we have not otherwise agreed the applicable
currency conversion rate, this process could take
longer.
In the event of any incoming draft or remittance
sold by you to AFEX which is subsequently
returned or recalled, you irrevocably agree to
indemnify us in respect of such amount, together
with any costs or expenses incurred by us,
including any foreign exchange losses or charges,
in handling the returned or recalled item and you
authorize us to recover such amounts by direct
debit from your Designated Account.
Unless otherwise agreed, payments we make to
you in respect of incoming foreign currency drafts
and remittances will be made in United States
Dollars to your Designated Account.
9.DRAFTS
9.1 Lost Drafts. In the event a draft issued by AFEX
is not received by the Beneficiary for any reason,
Client agrees to notify AFEX as soon as Client
becomes so aware. Upon notification to AFEX
of the Beneficiary’s non-receipt, AFEX will use
reasonable efforts to place a stop payment on
the draft as soon as practicable. Client agrees
9.2
to indemnify and hold AFEX harmless from and
against any and all Losses incurred as a result of
the stop payment. If AFEX determines that the
draft has been cashed, AFEX shall be under no
obligation to issue a refund or replacement draft.
If AFEX determines that the draft has not been
cashed and a stop payment has been placed
on such draft, AFEX may issue a refund at an
appropriate rate or issue a replacement draft. In
such event, Client agrees to take all reasonable
steps to ensure no attempt is made to cash
the original draft and such draft is returned to
AFEX. If Client recovers such draft, Client shall
hold it in trust for AFEX. If a replacement draft
is issued and the original draft was nonetheless
cashed, AFEX may place a stop payment on
any replacement draft and seek immediate
reimbursement from Client, whether or not AFEX
is able to be reimbursed by the paying bank.
Purchase of Foreign Currency Drafts. AFEX may
agree in writing to purchase and exchange into
US Dollars, or a Foreign Currency, a draft issued
in favor of Client as the Beneficiary. In connection
with such a Trade Order, Client will present an
original of such draft to AFEX so that AFEX may
determine its validity. Any draft deemed invalid
will be returned to Client as soon as reasonably
practicable. In the event that AFEX agrees to
purchase such a draft, Client agrees to endorse
the draft to AFEX as instructed by AFEX and
have an Authorized Party sign the endorsed draft.
Any payments made by AFEX in connection with
such a draft will be made in accordance with
AFEX’s Value Dating Policy. In the event AFEX is
unable to negotiate the draft, whether such draft
is not genuine, returned as NSF, destroyed during
negotiation, or otherwise, Client will immediate
reimburse AFEX for any funds paid in connection
with the transaction and indemnify and hold
AFEX harmless for any Losses in connection
therewith.
10. CROSS-CURRENCY TRANSACTIONS
10.1 From time to time, we may agree to purchase from
you foreign currency in the form of a remittance
payable to you in settlement (in whole or part) of
an outgoing foreign currency draft or remittance.
11.
CANCELLATION, AMENDMENT AND
RECALL OF ORDERS
11.1 No Cancellation by Client. Once a Trade Order
has been placed with AFEX, a Trade Order
may not be cancelled by Client without written
approval from AFEX, whether such Trade Order
was placed via telephone, facsimile, electronic
mail, AFEXDirect™ or otherwise.
11.2 Suspension or Trade Order Cancellation. AFEX
may reject, suspend, disregard or cancel a
Trade Order, or refuse to issue a Confirmation
for a Trade Order, if AFEX believes, in its sole
discretion, that; (a) the Trade Order is unclear;
(b) the Trade Order requires any action by
AFEX on a non-Business day; (c) the Trade Order
was not authorized by an Authorized User; (d)
consummation of the Trade Order would require
AFEX to exceed the Facility granted to Client;
(e) Client is in default of this Agreement; (f)
performance of the Services would be unlawful or
contravene the requirements of any government
or regulatory authority; (g) Client is Insolvent; or
(h) AFEX cannot reasonably provide the Services
for reasons beyond AFEX’s reasonable control.
Client agrees to indemnify, defend and hold
harmless AFEX from any Losses in connection
with any Trade Order(s) that are defective for any
of the foregoing reasons.
11.3 If a remittance transaction has been processed in
accordance with incorrect payment instructions,
at your request we will make reasonable efforts
to recover the funds involved.
11.4 In the event AFEX seeks to revoke, cancel, recall
or amend a Trade Order at your request, you
agree to be responsible for our fees and charges,
any applicable fees or charges imposed by third
parties or exchange rate differences involved in
reversing, recalling, amending or cancelling the
Trade Order (or seeking to reverse, amend or
cancel a transaction).
12. ERRORS AND DISCREPANCIES
12.1 Client must promptly review each confirmation,
advice or transaction history sent by AFEX and
will promptly notify AFEX of any error, discrepancy
or irregularity (including any unauthorized Trade
Order), not to exceed sixty (60) calendar days
after such confirmation, advice or transaction
is sent or made available. Client may not assert
any claim against AFEX in connection with any
errors, discrepancies or irregularities if (i) Client
did not exercise reasonable care in examining
such communication which reflected such errors,
discrepancies or irregularities, or (ii) Client did
not notify AFEX in writing and in a reasonably
prompt manner, not to exceed sixty (60) calendar
days after such communication is sent or made
available, that Client disputes any information
thereon or missing therefrom. Client shall provide
AFEX with all information necessary for AFEX to
investigate the error, discrepancy or irregularity.
Client may not institute any legal proceeding
against AFEX for any such claim unless (a)
written notice has been given in the manner as
provided herein, and (b) such legal proceeding
shall be commenced within six (6) months.
13.PAYMENT
13.1 Payment of Balance Due. Client shall pay all
amounts due to AFEX on the Balance Due
Date. AFEX may refuse to deliver any funds to
Beneficiary unless and until full Payment, in the
form of good cleared funds, from the Client has
been received by AFEX. Delivery of the funds
purchased from AFEX will be made by AFEX
upon the receipt of Payment of the Balance
Due and the Client hereby accepts AFEX’s
standing authority to deliver funds upon receipt
of such Payment. Failure by the Client to make
final Payment in full by the Delivery Date will
result in Client’s liability as set forth in Section
13.2, including without limitation interest on the
Balance Due, calculated at the Interest Rate.
AFEX reserves the right to deduct said interest
from the purchased funds and any funds in
Client’s Account.
13.2 Non-payment. If the client fails to make payment
for the transaction when required, AFEX may
cancel the Trade Order or proceed with the
transaction and take any and all steps necessary
to recover the balance due. Client indemnifies and
holds AFEX harmless from any and all Losses
incurred by AFEX as a result of Client’s failure to
pay the amount due, with daily interest accruing
at the Interest Rate on all unpaid amounts.
13.3 Right of Offset. AFEX may satisfy or partially
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 7 of 11
BUS-ACC-APP-US0114SB
7.
UNITED STATES
Business Account Application
14. ONLINE SYSTEM
14.1 Use of Online System. In order to use the Online
System, Client will be required to create an
electronic account and agrees to provide AFEX
with a written list of Users, or those Authorized
Users that Client would like to access and use
AFEXDirect™ on Client’s behalf. Upon AFEX’s
approval of such Users, AFEX grants such users
a non-exclusive, non-transferable license to use
AFEXDirect™ for the sole purpose of accessing
the Services. Users may have full or limited
access to the Online System, in AFEX’s sole
discretion. If Client desires for AFEX to terminate
one of its User’s access to AFEXDirect™, Client
agrees to issue such request in writing, to be
confirmed by AFEX in writing. Without limiting
this Section 14, until such time as AFEX confirms
such User’s access has been terminated, such
User may remain authorized and Client will
remain responsible for any transactions placed
and other activity by such User.
14.2 Access. AFEX will provide each User with a
username and temporary password to access the
Online System. It is the sole responsibility of Client
and the User to safeguard the security of the
User’s password, and the Client and User agree
that User will change the temporary password to
a unique password promptly upon issuance, and
periodically change User’s password thereafter to
ensure security. The Client agrees that its Users
will not use the account of another person without
permission and will provide accurate and complete
information to AFEX in all circumstances. Client
and the User expressly acknowledge and agree
that such use is made in accordance with this
Agreement and any additional user agreement or
manual provided by AFEX, including maintaining
any minimum operating and Internet browser
requirements. AFEX may suspend, limit or
terminate a User’s access or Client’s access to
the Online System, without notice, at any time
for any reason whatsoever, including without
limitation violation of this Agreement or any
reason set forth in Section 17.
14.3 Client’s Responsibility for Use of Online System.
The Client and User are solely responsible for
any and all activity on Client’s Account, and
each agrees to notify AFEX immediately upon
becoming aware of any unauthorized use of
Client’s Account. AFEX will have no responsibility
for any Losses incurred by reason of any
use, whether authorized or unauthorized, and
Client agrees to hold AFEX harmless from any
expenses or Losses AFEX may incur by reason
of the use of Client’s Account. Client agrees that
its Users, employees, agents, or affiliates will not
(a) attempt to collect or harvest any personally
identifiable information, including account
names of other Clients, (b) solicit additional
users of the Online Service, (c) use the Online
Service to communicate with other users or for
any commercial purpose, or (d) use the Online
Service in any way that may damage, disable,
overburden, or impair AFEX’s servers or networks
or interfere with any other Client’s use and
enjoyment of the Online Service. Client will not try
to gain unauthorized access to any services, user
accounts, computer systems or networks, through
hacking, password mining or any other means.
14.4 Exchange Rate. Once a User approves a Trade
Order, either by clicking “Yes” or otherwise, Client
shall be deemed responsible for such Trade
Order as if Client had placed the Trade Order. The
exchange rate visible on the computer screen at
the time the User places the Trade Order will be
the exchange rate applicable to Client’s Trade
Order. Once placed, a Trade Order may not be
cancelled by Client without written approval from
AFEX.
14.5. Electronic Communications from AFEX. Client
acknowledges that the Online Service may
include certain communications from AFEX,
its affiliates, or its partners, such as service
announcements and administrative messages,
and that these communications are considered
part of the Online Service and Client may not be
able to opt-out of receiving them. Unless explicitly
stated otherwise, any new features that augment
or enhance the current Service, including any new
Service, shall be subject to this Agreement.
14.6 Online System Provided “As Is”. The Online
System (and all other related services) is provided
“as is” with no representations or warranties of
any kind, either express or implied. AFEX shall
have no responsibility for transmission errors,
faulty or unreliable Internet connections or
website downtime. All Disclaimers, Limitation on
Liability and Indemnity terms set forth in Section
20 shall apply fully to the Client or User’s use of
the Online System, as well as any other means of
accessing such Services.
15. FORCE MAJEURE.
15.1 Force Majeure. In the event that AFEX is unable
to deliver purchased funds due to circumstances
beyond AFEX’s control, including but not limited
to government acts, wars, strikes, riots, other civil
disturbances, legal process, electronic failure or
mechanical failure, AFEX shall have no liability for
direct, indirect, special, incidental or consequential
damages, including, but not limited to, loss of
profits or expenses, arising in connection with any
transaction entered into with the Client pursuant
to this Agreement, any Forward Contract or any
Forward Contract Confirmation.
16. TERM AND TERMINATION.
16.1 Term and Termination. In the absence of an
express agreement to the contrary, AFEX may
terminate this Agreement, and Client’s access to
AFEXDirect™, with or without cause by giving at
least five (5) Business Days’ notice to the Client,
or immediately at any time without notice if: (a)
The Client is Insolvent; (b) Applicable regulatory
or law enforcement authority initiates a regulatory
or enforcement action or investigation against the
Client which, in the reasonable judgment of AFEX
will materially impair the terms of the Agreement,
the expected economic value of this Agreement,
or the business reputation of AFEX; (c) In the
event the Client breaches this Agreement, any
terms of a Trade Order; or (d) In the event the
transactions originating under this Agreement are
deemed by AFEX, in AFEX’s sole discretion, to
represent a regulatory compliance or business
risk. Where the Agreement is terminated by
AFEX, the Agreement remains in force until all
funds owed by the Client to AFEX are paid in full.
17. REPRESENTATIVES AND WARRANTIES.
17.1 Representatives and Warranties. The undersigned,
on behalf of Client, represents and warrants that:
(a) The undersigned has the authority to complete
the Account Application and this Agreement on
behalf of the Client; (b) All information on the
Account Application is true and complete, and
Client will promptly advise AFEX of any changes
to such information. (c) Client will have legal title
to all funds used in connection with Trade Orders
entered into hereunder; (d) Client will fully comply
with all applicable laws and regulations; (e) Client
has all requisite authorizations and approvals to
make any payments for the Services; (f) Client
will enter into a Forward Contract, if at all, for risk
management purposes and not speculation; and
(g) the Client, a Corporation or any other form of
legal entity, the undersigned and the entity each
has the authority to enter into this Agreement,
place Trade Orders, and enter into Forward
Contracts and that all Authorized Parties are
authorized to do so on Client’s behalf.
18.COMPLIANCE
18.1 Regulatory compliance. Client agrees to use
Services only for lawful purposes and in full
compliance with applicable law and all other
relevant laws, rules, regulations and codes of
practice, as may now or hereafter be in effect,
including without limitation those arising from the
applicable laws or regulations pertaining to (a)
filings, registrations, approvals, consents, licenses,
authorizations, and reporting requirements;
(b) anti-money laundering; (e.g. customer
identification and “know your customer”; currency
transaction reporting and recordkeeping,
suspicious transaction and activity detection,
monitoring and reporting); and (c) OFAC sanctions
programs. Client represents and warrants that
with respect to Service-related transactions (a)
Client’s organization has an effective program
(including, where appropriate, internal policies,
training, procedures and controls) to reduce the
risk of OFAC sanctions violations and money
laundering (including transactions involving
blocked persons, narcotics trafficking, terrorist
financing, official corruption or fraudulent activity)
and to prevent violations of the aforementioned
laws; (b) all transaction details provided to AFEX
are complete, truthful and accurate; (c) all Orders
are initiated only from Client locations physically
located within the United States of America;
(d) Client will not allow any third party to resell, access or subcontract (e.g., through use of
“payable-through” or “concentration” accounts)
the Service to any other person or entity.
18.2 USA Patriot Act Disclosure. To help the
government fight the funding of terrorism
and money laundering activities, Federal law
requires all financial institutions to obtain, verify,
and record information that identifies each
customer who opens an account. When you
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 8 of 11
BUS-ACC-APP-US0114SB
offset any liability that may arise against any
collateral AFEX holds for the Client, or any
obligation AFEX has to the Client, without prior
notice to the Client. In the event such collateral is
insufficient, the Client will remain liable to AFEX
and will promptly pay on demand the amount of
any Losses suffered by AFEX or its affiliates.
13.4 Payment Instructions. Provided that Client has
fully paid for the funds purchased from AFEX and
complied with this Agreement, AFEX will hold
those funds until AFEX’s receipt of disposition
instructions from the Client. The Client may
initiate payments from the Account by providing
instructions to AFEX. At its discretion, AFEX may
require signed written instructions.
UNITED STATES
Business Account Application
19.
USE OF INFORMATION, CONFIDENTIALITY
AND DISCLOSURE
19.1 Personal Information. AFEX does not disclose
non-public personal information about its
Clients or former Clients, but may disclose such
information in certain limited circumstances such
as the following: (a) where it is necessary to effect,
administer, or enforce a transaction requested or
authorized by the Client, or in connection with
servicing or processing a financial product or
service requested or authorized by the Client, (b)
where such sharing is reasonably necessary to
protect the confidentiality or security of Client
records, the services or products AFEX offers,
or transactions AFEX processes or handles, (c)
to protect against or prevent actual or potential
fraud, identity theft, unauthorized transactions,
claims or other liability, as well as for resolving
Client disputes or inquiries or checking credit,
(d) to comply with federal, state or local laws or
regulations or other legal requirements, such as
subpoenas or other legal process. The preceding
list sets forth examples only, and is not meant to
be comprehensive. AFEX also restricts access
to Clients’ non-public personal information,
except to those employees who need to know
that information to provide products or services
to the Client or fulfill certain obligations described
above. AFEX also maintains physical, electronic
and procedural safeguards to guard Clients’ nonpublic personal information.
19.2 Permission and authorization is hereby granted
by the Client to AFEX or its affiliates, and any
credit or other information services company, and
to State and Federal government representatives,
without regard to whether they are listed herein,
to verify, receive, exchange, and obtain business
and other information as part of the application
or at any time thereafter in connection with the
ongoing application evaluation process, review
of activity and/or collection of any obligation
arising from the business relationship. Client
further agrees that neither AFEX nor anyone
who has furnished AFEX any information
concerning Client shall be responsible for any
losses or damages. Client may claim resulting
from said verification, receipt, exchange, or
obtaining of credit or other information. Client
acknowledges that AFEX may be compelled to
disclose information to a regulatory or supervisory
authority (whether pursuant to an examination,
audit or otherwise), or to a party entitled to such
disclosure pursuant to a subpoena, restraining
order, writ of attachment or execution, levy,
garnishment, court or administrative warrant,
or similar legal process affecting or relating to
same served upon AFEX, and such legal process
appears valid on its face to AFEX. Client shall
indemnify AFEX and hold AFEX harmless from
and against any and all claims, demands and
costs resulting from, as a consequence of or in
any manner in connection with, such disclosure.
Unless Client has instructed AFEX otherwise in
writing, AFEX may disclose Client information
(whether obtained from Client’s Service-related
transactions or account setup) to other AFEX
entities and affiliates in order to develop or offer
to Client other products and services.
19.3 New Products and Services. Unless the Client
has indicated otherwise, AFEX may contact the
Client (by telephone, mail, or other means) with
information about the products and services
available which AFEX suspects may be of
interest to the Client. If the Client prefers not to
receive marketing promotions, the Client should
advise AFEX in writing and AFEX will cease such
contact.
20.
DISCLAIMER; LIMITATION OF LIABILITY;
INDEMNITY.
20.1 DISCLAIMER. AFEX DISCLAIMS ANY AND
LIABILITY FOR DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, FOR LOSS OF PROFITS OR
EXPENSES
ARISING IN CONNECTION
WITH ANY TRANSACTION ENTERED INTO
WITH THE CLIENT PURSUANT TO THIS
AGREEMENT, INCLUDING ANY FORWARD
CONTRACT.
20.2 LIMITATION OF LIABILITY. UNDER NO
CIRCUMSTANCES SHALL AFEX BE LIABLE
TO THE CLIENT OR TO ANY OTHER PARTY
FOR LOST REVENUE, PROFITS OR FOR
ANY OTHER SPECIAL, INCIDENTAL
OR
CONSEQUENTIAL
DAMAGES, EVEN IF
AFEX HAS BEEN INFORMED OF SUCH
POTENTIAL LOSS OR DAMAGE AS A RESULT
OF OR ARISING OUT OF THE RELATIONSHIP
BETWEEN THE PARTIES OR IN ANY WAY
CONNECTED TO THIS AGREEMENT THIS
LIMITATION OF LIABILITY SHALL SURVIVE
NOTWITHSTANDING FAILURE OF
THE
ESSENTIAL PURPOSE OF ANY WARRANTY
OR LIMITED REMEDY. THE PARTIES
AGREE THAT THE DISCLAIMER AND THIS
LIMITATION REPRESENTS A REASONABLE
ALLOCATION OF RISK, WITHOUT WHICH
AFEX WOULD NOT HAVE ENTERED INTO
THE TRANSACTION. THE LIMITATIONS OF
LIABILITY STATED IN THIS AGREEMENT
SHALL HAVE EFFECT TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
20.3 Indemnity. The Client hereby undertakes to
comply strictly with the terms and conditions of
this Agreement and to indemnify AFEX in respect
to any Losses that may arise as a consequence
of the Client’s breach of any representations
and warranties or non-compliance with this
Agreement.
21. COMMUNICATION AND NOTICES
21.1 Account activity reports, notices (including notice
of any changes to this Agreement), disclosures
and other communications may be sent to you
electronically, by fax, in writing or made available
online.
21.2 You agree that we may communicate with you
electronically, via e-mail to your primary contact
or other Authorized Users or via AFEXDirect™
or another AFEX website. We may send the
communications by e-mail, post them on a
website, through links provided on a statement
or other notice, or any combination of these or
other means. All such communications will be
considered to have been provided in writing. You
agree that it is your responsibility to access all
such communications.
21.3All mailed communications will be deemed
received five (5) Business Days after the date of
the mailing unless you actually receive it earlier
or when received in the case of a communication
delivered by hand. All electronic communications
that we provide including account activity reports
will be deemed to be received on the day that
we send the notification e-mail and/or post the
electronic communication online even if you do
not access the electronic communication for any
reason. Fax communications will be deemed to
have been received at the time of transmission.
21.4 You must inform us immediately if you change
the address or other contact information (such as
a postal or e-mail address and telephone or fax
numbers) you have given to us. If we have been
unable to deliver any communications or these
have been returned, we will consider you in breach
of this agreement and we may stop attempting to
communicate with you until we receive accurate
contact information. We are not responsible
for any failure to receive any communication
(including a statement) if we send it to the address
or in accordance with other contact information
for your account appearing in our records or if we
do not send the communication because previous
communications have been undeliverable.
21.5 If you choose to use unencrypted electronic mail
to initiate payment requests or other instructions
or otherwise communicate with us, your use of
such electronic mail with respect to our Services
will be subject to the these Terms. You further
agree to bear the risk that such electronic mail
may be corrupted, modified, garbled or hacked or
its confidentiality may be breached and that such
reliance may result in a loss. In addition, you agree
that we may rely on the integrity of facsimile
transmissions that you send us and you agree
to bear the risk that the information we receive
differs from that sent to us, and that such reliance
may result in a loss.
21.6 Telephone Recordings. In order to ensure that
your instructions are carried out accurately, for
customer service purposes, or in the interest of
security and fraud prevention, we may, without
giving you any further notice, record and/or
monitor any of our telephone conversations with
you, including Authorized Users. Such recording
may be done in any form convenient to us. All
telephone recordings are our sole property. We
may retain all or any such recordings for such
period as we consider appropriate and you agree
that such recordings may be relied upon by us
in the event of any dispute, including in any
proceedings.
22.COMPLAINTS
22.1 We do everything we can to make sure our clients
get the best possible service. We do recognize,
however, that this may not always be the case.
When that happens we always encourage you to
tell us so that we can put matters right.
22.2 If you are not satisfied with any aspect of our
services, you can tell us about your concerns or
make a complaint by contacting your Account
Executive or our Compliance Department at
[email protected].
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 9 of 11
BUS-ACC-APP-US0114SB
open an account we will ask for your Taxpayer
Identification number. We may also ask you for
certified articles of incorporation, a governmentissued business license, a partnership agreement,
a trust instrument or other identifying documents.
18.3 Limitation on Services. Client represents that the
Services are being used for business/commercial
purposes only.
UNITED STATES
Business Account Application
24. GENERAL TERMS AND CONDITIONS.
24.1 Third Parties. This Agreement is not intended to,
and shall not, confer upon anyone other than the
Parties and their lawful successors and assigns
any legal or equitable rights, benefits, claims or
remedies of any nature.
24.2 No Waiver. AFEX’s failure to exercise any of its
rights under this Agreement shall not be deemed
a waiver of such rights or remedies at a later time.
24.3 Attorneys’ Fees. If either party brings an
action or proceeding to enforce the terms of
this Agreement or declare rights under this
Agreement, the prevailing party in any such
action, proceeding, trial or appeal will be entitled
to its reasonable attorneys’ fees to be paid by the
losing party as fixed by the court.
24.4 Counterparts. This Agreement may be executed
in one or more counterparts. Signatures may be
exchanged by facsimile, with original signatures
to follow. Each party to this Agreement agrees
that it will be bound by its own facsimile signature
and that it accepts the facsimile signatures of the
other parties to this Agreement.
24.5 Severability. If any provision hereof shall be held
to be unenforceable by a court of competent
jurisdiction, the remainder of the provisions
hereof shall remain in effect and shall be binding
upon the Parties.
24.6 Governing Law; Jurisdiction. This Agreement
is governed by the laws of California, without
regard to the law of conflicts, and the parties
agree to be subject to the exclusive jurisdiction
and venue of the State or Federal courts located
in the County of Los Angeles, State of California
with respect to any disputes arising out of this
Agreement. Nothing in this Agreement shall
limit the right of AFEX in its absolute discretion
to bring proceedings in relation to any dispute
or claim arising out of or in connection with this
Agreement in the courts of any other jurisdiction.
Client hereby waives any and all rights under
applicable law to have a jury trial in connection
with any action brought by Client to enforce its
rights and remedies hereunder.
24.7 Assignment. Client shall not assign this
Agreement nor any rights or obligations hereunder
without AFEX’s written consent. If AFEX provides
its written consent to any assignment of this
Agreement, the Agreement shall be binding upon
the successors, heirs, and assigns of the Parties.
25. ENTIRE AGREEMENT
25.1 Entire Agreement. This Agreement constitutes
the entire agreement between Client and
AFEX with respect to the subject matter hereof
and supersedes all previous negotiations,
commitments and writings. AFEX reserves the
right, in its sole discretion, to change, amend,
or otherwise modify this Agreement from time
to time upon written notice to the Client. Any
changes, amendments, or modifications so
conveyed to the Client shall be effective as to
transactions entered into by the Client from the
date such modification goes into effect.
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 10 of 11
BUS-ACC-APP-US0114SB
23. INTELLECTUAL PROPERTY
23.1 AFEX grants you a personal, limited, nonexclusive, revocable, non-transferable a license
to use the AFEXDirect™ online system. You may
not, under any circumstances, rent, lease or sublicense the AFEXDirect™ online service. You may
not reverse engineer, decompile, disassemble
or modify AFEXDirect™ nor attempt to gain
knowledge of the source code of the system in
any manner whatsoever.
23.2 All copyright, trademarks, service marks, trade
secrets, registered and unregistered design
rights and other intellectual property rights
in AFEXDirect™, shall remain at all times the
sole and exclusive property of AFEX and you
shall have no right or interest in or to any such
intellectual property rights, except the right to
access and use the Service as provided for in the
Agreement. All rights not expressly granted to
you are reserved.
UNITED STATES
Business Account Application
UNITED STATES
Direct payments authorization agreement - ACH Debit
I, the undersigned, hereby authorize Associated Foreign Exchange, Inc., (“AFEX”), to initiate
ACH debit entries to the following bank account for payment of transactions conducted
between AFEX and
. (Company name)
Note:
Your transactions can only be funded by a business account. The company name must be printed on checks. We cannot accept personal
checks.
Your Financial Institution’s Name
Street Address
City StateZip Phone
Account Number
Account Type
Business Checking Account
Business Savings Account
ABA Routing Number (Nine-digit number across the bottom of a check, identifying the financial institution.)
Please verify with your financial institution to see if the ABA routing number on the check is the same for ACH.
Furthermore, I the undersigned, agrees that I/We will give thirty (30) days advanced written notice to AFEX of any changes in depository,
financial, or other payment instructions.
NameSignature
NameSignature
NameSignature
Title
Taxpayer Identification Number (SS/FEID)
Date
Associated Foreign Exchange, Inc.
afex.com
21045 Califa Street, Woodland Hills, CA 91367. T +1 (888) 307-2339 F +1 (424) 588-5024
327 N Beverly Drive, Beverly Hills, CA 90210. T +1 (800) 346-2339 F +1 (424) 288-5024
805 Third Avenue, Suite 1210, New York, NY 10022. T +1 (888) 428-2339 F +1 (646) 231-7898
1 North Wacker Drive, Suite 2355, Chicago, IL 60606. T +1 (312) 920-6800 F +1 (312) 920-6898
1001 Brickell Bay Drive, Suite 2700, Miami, FL33131. T +1 (866) 525-3622 F +1 (866) 525-4127
Page 11 of 11
BUS-ACC-APP-US0114SB
Attach your voided check here.
Please write VOID on the attached blank check.