Client Service Agreement:
Master Terms and Conditions
Vancouver Bullion and Currency Exchange Ltd.
The Client Understands and Agrees to the Master Terms and Conditions which form part of the Client Service Agreement (the "Agreement"). The Agreement is intended to facilitate the entering into of certain Foreign Exchange transactions between VBCE and the Client as are more particularly described in the Master Terms and Conditions.
Part 1 – Definitions
Bank An entity chartered by a state or federal government, which receives demand and time deposits, pays interest on those deposits and makes loans and invests in securities based on those deposits.
Bank Draft A check drawn by one Bank against funds deposited into its account at another Bank, authorizing the second Bank to make payment to the individual named in the draft.
Certified Check A check for which the Bank guarantees payment.
Currency Any form of money, including paper notes and coins, which is issued by a government and is used in public circulation.
Event of Default Means an Event of Default as defined in Part 11 of these Master Terms and Conditions.
Financial Institution Institution which collects funds from the public and places them in financial assets, such as deposits, loans, and bonds, rather than tangible property.
Foreign Exchange Foreign Exchange is the trade of one national Currency for another and takes place "over the counter" and centrally on an inter-bank system.
Foreign Exchange Rate The rate at which one Currency may be converted into another. Also known as rate of exchange or exchange rate or Currency exchange rate.
Hedging A transaction undertaken for the purpose of mitigating currency risk associated with legitimate commercial or business activity, such as to cover expenses incurred and payable in a foreign currency.
Margin Deposit A security deposit provided by the client.
Order Form Means the Spot Transaction Form which VBCE requires to be completed for each transaction entered into with a Client.
Parties Means VBCE and the Client collectively and the Parties shall be referred to individually as a "Party".
Payee An individual who receives a form of payment (i.e. cash, check, money order, or promissory note).
Services Means the Services provided by VBCE as defined in Part 4 of these Master Terms and Conditions.
Settlement The finalizing of the sale of a Currency, as its title is transferred from the seller to the buyer. Also known as closing.
Settlement Date The date by which an executed securities transaction must be settled, by paying for a purchase or by delivering a sold asset.
Speculation Speculation is the practice of purchasing an asset including the Services (exposing one's self to risk) with the intention of profiting from price fluctuations that occur in the asset (Currency).
Spot Transaction Any transaction that does not occur in the forward market and that is intended to be completed at the present market value and be settled on a current basis or within a few days (usually one, two, or three).
Transaction Confirmation Means the Transaction confirmation as defined in Section 5.01 of these Master Terms and Conditions.
Wire Transfer An electronic transfer of funds. Wire transfers can be done by a simple bank account transfer, or by a transfer of cash at a cash office.
Part 2 – Scope of the Agreement
2.01 These Master Terms and Conditions are intended to govern the parameters for the Client entering into Foreign Exchange Transactions with VBCE from time to time and govern the contracts for the Services offered by VBCE to the Client.
2.02 You agree that electronic pages, such as VBCE Online website pages, are written documents and that by clicking any buttons such as submit, OK, proceed, accept, continue or other buttons with similar intent, you have given your electronic acknowledgement. This shall have the same legal effect as if you had provided signed hardcopy versions of such pages with the intent to be legally bound with VBCE for their content.
Part 3 – Representations and Warranties
3.01 The Client hereby represents and warrants to VBCE that:
3.02 The Client represents and warrants to VBCE that all information provided by the Client to VBCE pursuant to the Client Service Agreement including the provisions of these Master Terms and Conditions is accurate and complete and the Client agrees to forthwith notify VBCE if such information changes.
3.03 All representations and warranties made by each of the Parties to this Agreement shall be true at the time in which the Parties enter into this Agreement and at the time of each transaction entered into pursuant to the terms of this Agreement.
Part 4 – Services Offered by VBCE
4.01 As a customer of VBCE, the Client may have access to the following services of VBCE:
4.02 The Client may provide instructions to VBCE in accordance with the procedures described in Part 5 in order to utilize any of the Services. VBCE may modify or discontinue the available Services from time to time. VBCE will not be liable to the Client for any damages resulting from the discontinuation or modification of any Services provided by VBCE.
Part 5 – Process of Trades and Settlement
5.01 The following procedures will apply to all Services provided pursuant to this Agreement:
Part 6 – Data / Recordkeeping
6.01The Client acknowledges and agrees that VBCE will retain a record of all information provided by the Client. VBCE will record and track the Client's use of VBCE's Services. The Client acknowledges and agrees that VBCE shall be entitled to use this information for its own internal business purposes.
6.02 The records which are kept by VBCE shall be conclusive and binding on both Parties in the event of a dispute or formal legal action by either Party or by any other third party.
Part 7 – Confidential Information and Privacy
7.01 VBCE will take all commercially reasonable precautions in order to ensure that the information provided to VBCE by the Client will be kept private and confidential. VBCE will collect, use and disclose the Client's personal and confidential information in accordance with VBCE's own privacy policies.
7.02 VBCE may disclose the Client's personal or confidential information to VBCE's employees, agents, officers or to its affiliates in the course of providing its Services. VBCE may also disclose the Client's personal or confidential information to any third party service provider, governmental body or agency necessary in order to provide the Services or in order to comply with all applicable legislation or other legal requirements.
Part 8 – Consent to Credit Checks
8.01 The Client will agree to provide VBCE with all necessary banking information which VBCE reasonably requires in order to provide the services described herein. In addition the Client hereby authorizes and consents to VBCE:
Part 9 – Anti-Money / Laundering
9.01 The Client agrees that VBCE may refuse to accept instructions from the Client for any Services or complete any transaction where VBCE suspects that:
9.02 The Client agrees to cooperate with VBCE and to provide all information which VBCE reasonably requires in order to ensure that all legislation has been complied with by VBCE relating to money-laundering and the transmission of funds from the proceeds of crime. Any failure by the Client to cooperate pursuant to this Part 9 and to provide the necessary information will constitute an Event of Default as described in Part 11 of these Master Terms and Conditions.
9.03 The Client acknowledges that, from time to time, law enforcement agencies and other regulatory bodies may inspect or investigate certain transactions carried out on the Client's behalf. The Client understands that VBCE may be required to disclose (and the Client consents to such disclosure) certain information regarding the Client or transactions to which the Client is a party pursuant to such inspections or investigations, and notwithstanding Part 7 above.
Part 10 – No Interest Paid
10.01 From time to time, VBCE may receive and hold monies on the Client's behalf in the course of providing the Services which are not needed as a Margin Deposit or required to settle a contract. The Client acknowledges that VBCE will not pay interest on such excess monies held on behalf of the Client. Such excess monies may be held by VBCE in its general accounts. The Client may direct the payment or application of funds by VBCE but may not request the return of any funds held by VBCE if such funds are already held by VBCE as a deposit or on Margin for an existing transaction.
Part 11 – Termination
11.01 VBCE may terminate this Agreement at any time without notice.
11.02 The Client may terminate this Agreement at any time by providing notice to VBCE.
11.03 Provided that no Event of Default has occurred, all transactions which were entered into prior to the termination of this Agreement shall be carried out to completion and this Agreement shall not terminate until all obligations of the Parties pursuant to such transactions have been fully completed.
11.04 The following shall constitute an "Event of Default" under the terms of this Agreement:
11.05 In the event there is an Event of Default by the Client, then VBCE may, at its option, either withhold all further Services from the Client and/or terminate this Agreement immediately and the Parties shall be relieved of any further obligations under this Agreement, including obligations pursuant to any transactions which were entered into prior to the occurrence of the Event of Default. VBCE may terminate this Agreement by providing written notice to the other Party.
11.06 All rights and obligations pursuant to Parts 7, 8 and 17 of this Agreement shall survive the termination of this Agreement and shall continue indefinitely.
Part 12 – Right of Set-Off
12.01 If at any time the Client is indebted to VBCE for any reason under this Agreement or for any other reason, then VBCE shall have the right to apply any monies held by VBCE on behalf of the Client against such indebtedness. VBCE shall not be required to provide notice to the Client of the exercise of such set-off right.
12.02 VBCE shall also be entitled to set-off any amounts owing by the Client to VBCE against any amounts owing by VBCE to the Client. VBCE shall not be required to provide notice to the Client of the exercise of such set-off right.
Part 13 – Services May not be Used for Speculation
13.01 The Client acknowledges that it may only use the Services for the purposes of Hedging and not for the purposes of Speculation. Any use of the Services provided by VBCE by the Client for the purposes of Speculation shall constitute an Event of Default pursuant to Part 11 of these Master Terms and Conditions.
Part 14 – Limitation of Liability / Indemnity
14.01 To the extent which is permitted by applicable laws, VBCE will not be liable to the Client for any losses or damages that it suffers under this Agreement except for those damages and losses which are directly attributable to the gross negligence or intentional misconduct of VBCE, its officers or employees.
14.02 VBCE's liability to the Client shall at all times be limited to the value of the transaction which the claim arises from. VBCE will not be liable to the Client for any economic losses or damages suffered by the Client. Any liability of VBCE to pay for lost profits, punitive damages, or special damages is hereby excluded.
14.03 VBCE will use all commercially reasonable efforts to ensure that payment of monies as directed by the Client shall take place in a timely fashion; however VBCE will not be liable for any losses or damages suffered by the Client as a result of delays in the monies being received by the designated Payee.
14.04 The Client acknowledges and agrees that the representations and warranties provided by the Client herein will be relied upon by VBCE for the purpose of determining the eligibility of the Client to utilize the Services. The Client agrees to indemnify and hold harmless VBCE and its respective officers, directors, employees, security holders and agents from and against any losses, damages or liabilities due to or arising out of a breach of any representation or warranty of the Client herein or in any other document provided by the Client to VBCE.
Part 15 – Amendments to Master Terms and Conditions
15.01 VBCE reserves the right to amend any terms of these Master Terms and Conditions at any time.
15.02 Any amendments to the Master Terms and Conditions shall be effective immediately upon notice to the Client on a go-forward basis.
Part 16 – Notice
16.01 Any notice or other communication in respect of this Agreement may be given in any of the following ways:
16.02 All notices sent by mail or by courier shall be deemed to have been received on the date it is delivered. All notices sent by facsimile or by email shall be deemed to have been received on the date which the notice is sent, provided that no indication of service interruption is received by the notice sender at the time that the notice is provided.
16.03 Either Party may provide notice to the other that it wishes to change its address, fax number or email address for receiving notices at any time.
Part 17 – Miscellaneous
17.01 The Client may not assign its interest in this Agreement without the prior written consent of VBCE. The Client agrees that any transaction whereby the effective control of the Client, if the Client is a corporate entity, changes, then such change shall be deemed to be an assignment for the purposes of this paragraph. VBCE may assign this agreement without prior notice to or consent of the Client. This Agreement including all interests in any transactions shall ensure to the benefit of VBCE, its successors and assigns and shall remain binding on upon the Client and its respective successors and assigns.
17.02 All correspondence, agreements, and other communications between the Client and VBCE shall be in the English Language.
17.03 In the event any one or more of the provisions contained in this Agreement should be held to be invalid, illegal or otherwise unenforceable in any respect under the laws of any applicable jurisdiction, such provision shall only be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall remain in full force and effect.
17.04 No delay or omission on the part of VBCE in exercising any of its rights under this Agreement shall be deemed to be a waiver thereof, nor shall any waiver preclude the right of VBCE to exercise such right in the future pursuant to the terms of this Agreement.
17.05 Headings in this Agreement are used for ease of reference only.
17.06 Time shall at all times be of the essence in this Agreement. Any reference to times shall refer to the local time of VBCE's head office in Vancouver, British Columbia, Canada.
17.07 This Agreement comprises the entire agreement between the Parties with respect to the use of the services of VBCE by the Client.
17.08 This Agreement shall be governed by the Laws of the Province of British Columbia and the federal laws of Canada as applicable therein. The Parties agree that the courts of the Province of British Columbia shall have the exclusive jurisdiction for any actions or disputes between the Parties relating to this Agreement.
17.09 Neither Party shall be liable for any failure or delay in the performance of any of its obligations under this Agreement which arise due to acts of God, war, terrorism, civil unrest or any other circumstances which are reasonably beyond the Party's control, provided that insolvency, lack of funds or other financial cause for delay will not be permitted reasons for any failure or delay hereunder.