Terms and Conditions

Last updated: 6 October 2026

1. These Conditions
   • The Conditions are the terms and conditions on which Smart Currency Exchange Pty Ltd ACN 684 888 177 (“SCEPL”), Australian Financial Services Licence number 567215, agrees to provide a currency account to the Client and to trade with and / or provide payment services to the Client.
   • The Conditions include the Account Opening Form. In the event of any inconsistency between these Conditions and other contracts or documents exchanged and/or executed between the Client and SCEPL, these Conditions shall prevail.
   • In the event of any inconsistency between the English language version of each the documents described in clause 2.2 above and their translated equivalent in any other language, the English language version shall prevail to the extent of any inconsistency.
   • These Conditions apply to all use by the Client of SCEPL’s services including its use of the Account, all currency trades and payment transfers that the Client requests and / or that SCEPL undertakes on the Client’s behalf.
   • Clause 22 explains how SCEPL may update these Conditions from time to time.
   • These Conditions are prepared only for Wholesale Clients and Sophisticated Investors. SCEPL does not issue financial products or provide financial services to Retail Clients. As a Wholesale Client or Sophisticated Investor, the Client does not necessarily receive the same investor protections and disclosure documents as those provided to a Retail Client. This includes, but is not limited to, the ability to access an external dispute resolution scheme.
   • If a Client ceases to be a Wholesale Client or Sophisticated Investor during the term of these Conditions, the Client has an obligation to immediately notify SCEPL.
   • If SCEPL is notified by the Client that they are no longer a Wholesale Client or Sophisticated Investor, or SCEPL reasonably suspects that the Client is no longer a Wholesale Client or Sophisticated Investor, SCEPL will not provide any further financial products or services to the Client and will off-board such Clients, as appropriate.
   • Headings are for reference only and shall not affect the interpretation of this Agreement.
2. Services
   • SCEPL buys and sells currency on behalf of Clients for Clients personal use and/or commercial purposes and offers related payment services to Clients. SCEPL may choose not to trade with the Client if the Client is seeking to profit by pure Speculation on currency movements without having a genuine reason for wanting to exchange currency.
   • SCEPL can only trade with a Client if the Client has the capacity and authority to trade and is acting on its own account and not on behalf of others.
   • Whilst SCEPL may provide information about currency markets and related matters to Clients. Any decision made by the Client to buy and/or sell currency or enter into an Option is made wholly independently of SCEPL.
3. Client representations and warranties
   • The Client warrants that in the case of:
     • an individual or more than one individual, the Client is at least 18 years of age and of full capacity;
     • a firm or corporation, it is duly constituted and incorporated and possesses the requisite power to enter into these Conditions; and
     • enters into any Contract as principal.
   • The Client warrants that all Contracts and transactions contemplated by these Conditions, and these Conditions, are and will constitute the Client’s legally binding and enforceable obligations;
   • The Client warrants that it will only seek to trade currency with SCEPL for legitimate private use or commercial purposes.
   • If the Client is a firm or corporation, the Client warrants:
     • it is a legal person operating as a business, trade, profession or craft and will only seek to trade currency with SCEPL for the purposes of that business, trade, profession or craft;
     • that currency trades will be for legitimate commercial purposes; and
     • it is trading on its own behalf at all times when trading with SCEPL pursuant to these Conditions.
   • If the Client enters into these Conditions in their capacity as trustee of a trust, the Client makes the following representations:
     • the relevant trust instrument is valid and complies with all applicable Laws which apply to the Client;
     • the Client is properly appointed as the trustee of the trust;
     • the Client has a right of indemnity from the trust assets in respect of these Conditions and the transactions contemplated by it;
     • the Client will comply with its duties as trustee of the trust;
     • the Client will not do anything which may result in the loss of their right of indemnity from the trust assets;
     • if the Client is replaced or joined as trustee, the Client will make sure the new trustee becomes bound to SCEPL’s satisfaction by these Conditions and any other agreement relating to a transaction contemplated by these Conditions to which the Client is expressed to be a party, or by a document which is identical in effect;
     • the Client will not resettle, set aside or distribute any of the assets of the trust without SCEPL’s written consent unless compelled to do so by the trust instrument;
     • the Client will not amend or vary the trust instrument without SCEPL’s written consent; and
     • if the Client is not the sole trustee of the trust it is a requirement that each and every trustee agrees in writing to be bound by the terms of these Conditions and by any transactions entered into in connection with these Conditions.
   • The Client represents and warrants to SCEPL that:
     • their execution and delivery of these Conditions, and performance of all of their obligations contemplated under these Conditions, does not violate any Law applicable to the Client;
     • all information provided by the Client to SCEPL is true, correct and complete, and they will notify SCEPL promptly of any changes to such information;
     • all information provided by the Client to SCEPL is true in all material respects as at the date of these Conditions or, if later, when the information is provided. Neither that information nor the Client’s conduct or the conduct of anyone acting on the Client’s behalf in relation to the transactions contemplated by these Conditions, was or is misleading, by omission or otherwise;
     • the Client shall make ongoing disclosure to SCEPL of any matters that may affect the operation of these Conditions or of the Client’s ability to remain solvent;
     • the Client is not restricted by any Laws from using SCEPL’s services;
     • the currency that the Client wishes to trade belongs to the Client both legally and beneficially, has not been obtained by illegal means nor in any way contrary to the rights of the legal owner and is in not derived from illegal sources;
     • the information on the Online Platform will not be used for unlawful or unauthorised purposes; and
     • the Client will not “deep-link” the Website, resell or permit access to the Website to others or copy any materials appearing on the Website for resale or for any other purpose without the prior written consent of SCEPL.
   • The Client acknowledges that:
     • SCEPL will enter into the transactions contemplated by these Conditions in reliance on the representations and warranties made by the Client; and
     • SCEPL provides execution-only services and the decision to buy and/or sell currency is always the Client’s own.
   • If the Client is comprised of two or more persons then a reference to a right or obligation of the Client under these Conditions or under a transaction contemplated by these Conditions confers that right or imposes that obligation, as the case may be, jointly and severally on those persons.
4. Authorised users
   • The Client shall provide SCEPL with a list of people authorised to access SCEPL’s services, place Orders and/or enter into transactions (including Contracts) on the Client’s behalf (each an “Authorised User”).
   • The Client shall immediately notify SCEPL when:
     • any new person becomes an Authorised User;
     • any existing Authorised User is no longer entitled to be an Authorised User.
   • Any appointment of an Authorised User shall remain in full force and effect as an appointment in writing required by these Conditions unless and until Notice of cancellation of appointment and/or replacement has been delivered to SCEPL’s registered office.
   • All instructions given and accepted by an Authorised User will be deemed to be instructions authorised by the Client and shall be binding on the Client.
   • Until the Client has provided a Notice to SCEPL to the contrary, SCEPL may continue to assume that all existing Authorised Users have authority to execute legally binding transactions with SCEPL.
   • The Client indemnifies and agrees to hold SCEPL harmless in respect of any loss incurred by an Authorised User placing any Order or entering into any Contract or transaction contemplated under these Conditions.
   • The Client will take reasonable steps to ensure that each Authorised User complies in full with these Conditions.
   • SCEPL reserves the right at any time to refuse the appointment or continuation of an Authorised User without reason.
5. Legal Entity Identifier
   • In order to comply with ASIC’s derivative transaction reporting rules as in force from time to time, SCEPL must obtain a Legal Entity Identifier (LEI) from all entities that trade with it. If the Client is an entity captured by ASIC’s derivative transaction reporting rules as in force from time to time, the Client consents to SCEPL:
     • obtaining an LEI on the Client’s behalf; and
     • passing on the cost of obtaining an LEI to the Client by charging it to the Client’s Account together with SCEPL’s reasonable administration costs in obtaining the LEI.

6. Client Instructions and Authority
   • The Client may give SCEPL instructions in writing, orally, or by electronic means, including via the Online Platform, and on each occasion does so entirely at the Client’s own risk.
   • If the Client or an Authorised User uses SCEPL’s Online Platform, the Client confirms and accepts the following:
     • the Client may be able to enter into transactions at the rates and/or prices quoted on the Online Platform;
     • all transactions must be completed using the logins and passwords allocated to the Client by SCEPL, and valid entry of such a login and password will constitute an authorisation by the Client to complete the transaction specified irrespective of whether the login and password are entered by an Authorised User;
     • the Client must ensure that the logins and passwords are kept secure and confidential. The Client must also ensure that each Authorised User to whom a login and password is provided, will keep them secure and confidential. The Client will advise SCEPL immediately if the Client has any reason to believe that the login and passwords allocated to them have not been kept secure and confidential;
     • the Client must ensure that no unauthorised person is able to use the logins and passwords. As part of this obligation the Client must ensure that the Client and each Authorised User quits the Internet browser after using the Online Platform. If the Client believes that their logins and passwords are being used by an unauthorised person, the Client must immediately notify SCEPL. The Client will be responsible for any and all losses, liabilities, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person accessing the Account through the Client’s logins and passwords, whether or not the Client authorised such access;
     • SCEPL may at any time, acting reasonably and without Notice to the Client, suspend, withdraw or deny access to the Online Platform for any reason including but not limited to security, quality of service, failure by the Client to pay an amount when due or a breach by the Client of any provision of these Conditions. If and while such access is suspended, the Client will not be able to enter into new transactions. Suspension, withdrawal or denial of access to the Online Platform shall not affect any Contract or other transaction previously entered into and shall not relieve either party of any outstanding obligation arising out of these Conditions nor shall it relieve the Client of any obligations arising out of any Contracts entered into prior to such suspension, withdrawal or denial;
     • SCEPL may change the minimum specification required to access the Online Platform and also may make operational changes to, and alter the services currently available, at any time. SCEPL will notify you of such changes by either placing a message on the Website, log on page of the Online Platform or by email;
     • the Client is responsible for obtaining, maintaining and ensuring compatibility of the Client’s electronic software, devices and equipment. SCEPL will not be responsible for any loss of or damage to the Client’s data, software, computer, electronic devices, telecommunications or other equipment caused by use of the Online Platform, unless such loss or damage is directly and solely caused by SCEPL’s negligence or deliberate default;
     • the Client is responsible for ensuring that the Client’s electronic devices and equipment are free from viruses and other malware, and SCEPL will not be responsible for any losses incurred by the Client’s failure to do this. SCEPL shall use reasonable endeavours to keep the Online Platform free from viruses and corrupt files but cannot guarantee that the Online Platform will be free from infection by viruses or anything else with contaminating or destructive properties. SCEPL is not able to guarantee that access to the Online Platform will be uninterrupted, continuous or error free;
     • the Client must not:
       • misuse the Online Platform in any way or introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
       • attempt to gain unauthorised access to the Online Platform or any server, computer or database connected the Online Platform; or
       • attack the Online Platform via a denial-of-service attack or a distributed denial-of-service attack;
     • the Client will be liable for all transactions entered when using the Online Platform including instances of any misuse, fraud or abuse by the Client or Authorised Users or whether the Client or an Authorised User has disclosed login or password details to a third party.
   • The Client authorises SCEPL to accept and act upon any instructions which SCEPL reasonably believes are from the Client, whether or not they are actually from the Client.
   • Subject to the remainder of these Conditions, to the extent permitted by the applicable Law, the Client will indemnify SCEPL and keep it fully indemnified against any losses that SCEPL may incur as a result of accepting instructions from the Client or an Authorised User and which are honestly believed by SCEPL to come from the Client or Authorised User. The Client agrees that SCEPL is under no duty or obligation to challenge or make any enquiries concerning any instructions that SCEPL believes in good faith to be genuinely from the Client or Authorised User.
7. Account set up and activation
   • The Client will, on the completion of the registration process, be allocated a unique identifier known as the Client’s Account number. This should be used in all communications by the Client with SCEPL and must be kept confidential and secure by the Client.
   • SCEPL will verify the identity of the Client prior to undertaking transactions for the Client as required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (and related rules and regulations). SCEPL, may from time to time repeat this verification, require additional information, and/ or documents and or undertake credit checks. The Client’s use and continued use of their Account is subject at all times to SCPEL’s satisfaction with the Client’s response to all such requests. Further details of how information about the Client is processed are set out at clause 20.
   • As part of the Account set up process, the Client is required to provide SCEPL with an email address, a postal address and a phone number and mobile phone number to be used by the Client or its Authorised Users in providing instructions to SCEPL in relation to the Account. Subject to SCEPL being able to verify each of these addresses and phone numbers to SCEPL’s satisfaction, each will be a “Registered Email Address”, “Registered Address”, “Registered Phone Number” or “Registered Mobile Number” from which SCEPL will accept and rely upon communications in relation to the Account and which the Client hereby confirms are authorised by the Client as such.
   • If the Client wishes to change a Registered Email Address, Registered Address, Registered Phone Number or Registered Mobile Number, the Client must contact SCEPL. SCEPL will require appropriate verification of the replacement details and will not accept instructions from any such replacement email address, address, phone or mobile number until they have been registered to SCEPL’s satisfaction.
8. Client Confirmations
   • The Client acknowledges that at all times the Client shall decide on their own behalf whether to trade currency under these Conditions.
   • The Client warrants that each Order which it places with SCEPL under these Conditions and each Contract arising from any such Order shall (whether or not it includes an instruction to SCEPL to make a remittance to any third party) be either:
     • a Spot Contract of the type described in clause 4 (a Relevant Spot Contract); or
     • a Forward Contract of the type described in clause 5 (a Relevant Forward Contract); or
     • an Option Contract of the type described in clause 9.6 (a Relevant Option Contract).
   • The Client warrants that in relation to any Relevant Forward Contract, its purpose shall be strictly in accordance with clause 5 and the Client will provide details to SCEPL if requested to do so.
   • A Relevant Spot Contract means a contract relating to the exchange of two currencies (a “currency pair”):
     • in which each currency in the pair is a Major Currency, (which means one of AUD, GBP, EUR, USD) and for which delivery by means of electronic settlement is scheduled to be made under the terms of the contract within 2 trading days of the date of the contract; or
     • where the currency pair is not of 2 Major Currencies, a contract under which delivery shall be scheduled under the terms of the contract to be made within 2 trading days.
   • A Relevant Forward Contract means a contract (other than a Relevant Spot Contract) for means of payment (in each case the currency and amount stated) that must be settled physically and which is to facilitate payment by the Client for identifiable goods and/or services or to make a direct investment. The Client will only have made the payment in each case when and to the extent that cleared funds are received by SCEPL. SCEPL only accepts payments made electronically unless SCPEL agrees otherwise in writing in advance.
   • A Relevant Option Contract means a contract (other than a Relevant Spot Contract or a Relevant Forward Contract) whereby either SCEPL or the Client has the right but not the obligation, to buy or sell an agreed amount of currency at a later date at an agreed exchange rate.
9. Converting currency
   • The Client acknowledges and agrees that SCEPL may at its discretion, in response to the Client’s application for an Account and /or in relation to any Contract, seek to satisfy itself as to the Client’s purpose in trading currency and the Client agrees to co-operate with any enquiries which SCEPL may make in relation to the Client’s purpose for the sale or purchase of the currency.
   • Once SCEPL has confirmed to the Client in writing that the Account has been established and opened, the Client may give SCEPL instructions to trade in writing by post, email, verbally or electronically via the Online Platform.
   • SCEPL may provide the Client with a quotation in relation to the Client’s request and once an exchange rate has been quoted by SCEPL that is acceptable to the Client, the Client may place an Order with SCPEL on the basis of that quotation. The Client acknowledges and agrees that:
     • once the Client has placed an Order with SCEPL, the Client may not amend, cancel, rescind or withdraw that Order without the prior written consent of SCEPL; and
     • SCEPL may decline any Order and, to the extent permitted by Law, shall not incur any liability to the Client for doing so. SCEPL shall not be obliged to:
       • give a reason for declining the Order; or
       • notify the Client that SCEPL has declined the Order.
     • The client indemnifies SCEPL for any losses, costs, expenses or claims made in connection with any error made by the Client or an Authorised User in providing instructions to SCEPL.
     • If SCEPL is asked by the Client to attempt to obtain a better rate of exchange than that which is immediately available in the market, SCEPL will endeavour to do so but does not guarantee that it will be able to achieve that rate (this is known as ‘working an order’ or a ‘limit order’). Such a request made by the Client is an order which the Client cannot amend, rescind or withdraw without SCEPL’s express written consent.
     • If the Client requests that SCEPL apply a “stop loss” or “worst case” rate to reduce losses in circumstances where the exchange rate is proving unfavourable to the Client, that request is an Order. SCEPL may, but is not obliged to, accept such a “stop loss” order and once accepted by SCEPL it cannot be amended, withdrawn, or rescinded by the Client without SCEPL’s express written consent. In relation to any “stop loss” order accepted by SCEPL, whilst SCEPL will endeavour to obtain the rate specified in the order, SCEPL cannot guarantee that it will achieve that rate.
     • When the Client has placed an Order with SCEPL on the basis of any quotation, and if SCEPL notifies the Client that SCEPL accepts that Order, a legal and binding contract will exist between the Client and SCEPL on and subject to these Conditions (each a “Contract”) with immediate effect from the time and date upon which SCEPL first confirms this acceptance to the Client by phone or despatches a written confirmation to the Client (whether by email, post or via the Online Platform). The Contract confirmation will detail the relevant currencies at the quoted exchange rate for the agreed amounts and that delivery will be on the date on which the Contract matures (the “Value Date”).
     • Once a Contract has been made it cannot be withdrawn, rescinded, or amended by the Client without SCEPL’s express consent in writing at its absolute discretion.
     • SCEPL will endeavour (but does not promise) to confirm any Contract in writing (a “Contract Note”). A Contract Note will usually be sent by email to the Registered Email Address, within 24 hours of the Contract being made. The Contract Note will detail the amount of currency that the Client is buying, the exchange rate that was agreed, the Value Date by which Client is to complete payment for the currency bought, where payment is to be made to SCEPL and details of, if required, any deposit or Initial Margin required.
     • The Client may provide instructions as to the destination account or accounts and the amount and currency of each payment to be made (“Beneficiary Details”) at the time of placing the Order for any Contract. If the Client has not provided the Beneficiary Details when placing the Order, the Client must provide them to SCEPL within 48 hours of placing the Order and in any event before the Value Date. If the Client has access to the Online Platform, then the Beneficiary Details can be submitted electronically via the Online Platform and if not then SCEPL will be able to provide a link for the Client to upload the Beneficiary Details.
     • To the extent permitted by Law, and in the absence of fraud, wilful default or gross negligence on SCEPL’s part, SCEPL will not be liable to the Client for any:
       • losses, costs, claims, demands or expenses of any kind in connection with the occurrence of a Manifest Error; or
       • action SCEPL takes or does not take as a result of the Manifest Error.
     • The Client agrees that if SCEPL accepts an Order which contains a Manifest Error that SCEPL identifies before completing the relevant transaction, SCEPL may, acting reasonably in its absolute discretion, decline to process or transact that Order further until or unless SCEPL confirms the correct Order details to its satisfaction.
     • SCEPL agrees that if SCEPL accepts an Order which contains a Manifest Error that the Client identifies before completing the relevant transaction, the Client may notify SCEPL of the identified Manifest Error. SCEPL may then, acting reasonably in its absolute discretion, decline to process or transact that Order further until or unless SCPEL confirms the correct Order details to its satisfaction.
     • If a Manifest Error has occurred and the Client has already received any monies from SCEPL in connection with the Manifest Error, the Client agrees to repay those monies to SCEPL on SCEPL’s written demand.
     • SCEPL will repay any monies it has received from the Client in connection with a Manifest Error or treat the Contract as void from its inception.

10. Payment and transfer
    • Cleared funds for payment of the Contract by the Client must be received by SCEPL at least one Business Day, before the Value Date of the Contract.
    • All currency purchased will be sent by electronic transfer to the bank account detailed in the Beneficiary Details provided that:
      • cleared funds have been received in full by SCEPL at least one full Business Day before the day of transfer; and
      • the Beneficiary Details have been received by SCEPL in accordance with these Conditions; and
      • the Beneficiary Details have been confirmed in accordance with any authentication requirements applied by SCEPL in its sole discretion from time to time (“Authentication”); and
      • that the Beneficiary Details meet all verification processes applied by SCEPL’s bank and/ or its agents and / or applied by the payee’s bank and/ or its agents to the satisfaction of the relevant bank in each case.
    • SCEPL will aim to transfer the currency purchased on the Business Day following the Business Day on which the requirements at clause 2 have been completed or as soon as practicable after SCEPL has received the information.
    • SCEPL will only accept payment from the Client’s bank account and will not be required to, but may, at its sole discretion, accept payments from third parties unless prior agreement has been made, for example, where payment is to be made from the Client’s solicitor’s account.
    • The Client must make all payments in full without any deduction, set-off, counterclaim or withholding of any kind. All transfers by the Client to SCEPL should include the Client’s Account number and Contract number as a reference as this minimises possible delays in allocating the funds received correctly.
    • Once a transfer has been made by SCEPL, the Client cannot cancel the Contract or change or correct the Beneficiary Details.
    • If the Client wishes to change or correct the Beneficiary Details supplied or confirmed by the Client, the Client must contact the SCEPL accounts team as soon as possible and in any event prior to the Value Date. SCEPL will advise the Client if SCEPL is able to withdraw any payment instructions already transmitted to the banks and the original Beneficiary Details shall continue in force unless and until the Client receives confirmation in writing from the SCEPL account’s team that the transfer has been cancelled.
    • SCEPL will not make a transfer if:
      • the information the Client has supplied is unclear, incorrect or incomplete; or
      • the Client is in breach of any part of these Conditions; or
      • SCEPL is not satisfied for any reason that it has received adequate and timely Authentication of the Beneficiary Details; or
      • SCEPL reasonably suspects fraud or other illegal activity; or
      • SCEPL has any reasonable legal reason or regulatory obligation to do so; or
      • SCEPL’s reasonably considers that its business reputation may be significantly and irreparably compromised.
    • The Client should be aware that banks have fixed cut off times for the receipt and dispatch of electronic payments. The Client acknowledges and agrees that, to the extent permitted by Law, SCEPL has no liability (including as a result of delay or failure of any transaction) arising from or caused by the late arrival of funds or from the late receipt of instructions.
    • The Client acknowledges and accepts that SCEPL has no control over the allocation of funds by the bank to which the funds have been sent and that, to the extent permitted by Law, SCEPL has no liability for any delay in or failure from the late arrival of funds. The Client should be aware that it can take more than five business days for the funds to clear.
11. Forward payment for forward contracts
    • For Relevant Forward Contracts, where the Value Date is more than two Business Days from the date of entering into the Contract, SCEPL will require a forward payment deposit (a ‘margin’) to be provided by the Client within two business days of the Contract being entered into. This margin will be of such a percentage of the value of the Client’s Contract(s) as SCEPL may specify. The remaining percentage must be paid by the Client at least one full Business Day before the Value Date.
    • The Client agrees that SCEPL may aggregate money paid into your account (“the Monies”) with funds received from other clients into a single or multiple designated account(s) (“Client Money Account”), which will be maintained as required by Law.
    • The Client consents to and directs SCEPL to retain any interest accrued from time to time on the Monies and to invest that money as permitted by Law.
    • The Client authorises and directs SCEPL to withdraw, apply or otherwise utilise the Monies:
      • in order to meet obligations (“the Obligations”) incurred by SCEPL in connection with Contracts. Obligations may include an obligation to make payments to a Related Entity and/or a liquidity provider in connection with liabilities SCEPL incurs when the Client and other clients enter into Contracts with SCEPL;
      • in order to enforce other rights that SCEPL has under these Conditions;
      • for any other reason permitted by Law.

12. Account statements and transaction confirmations.
    • SCEPL will provide the Client with a written confirmation of each currency trade, payment or forward transaction undertaken for the Client.
    • SCEPL will provide the Client with a statement of movements recorded on the Client’s account upon written request from the Client and the Client may request that SCEPL provides such statements at regular intervals of the Client’s choosing (“Statement Period”).
    • Where the Client requests statements of account at regular intervals of their choosing, SCEPL will not be obliged to provide such a statement in relation to any Statement Period during which no transactions took place on the Client’s account.
13. Failed, late or defective transfers
    • Subject to clause 2, SCEPL shall be liable to the Client for the correct execution of an authorised transfer and subject to the remainder of this clause 14 shall refund the Client the amount of the failed or defective transfer.
    • Where the payment was initiated by the Client directly, SCEPL shall not be liable to the Client for a failed or incorrectly executed transfer where SCEPL is able to prove to the Client (and where relevant, the Beneficiary’s bank or other payment service provider) that the amount of the transfer was received by the Beneficiary’s bank or other payment service provider. In such a case the Beneficiary’s bank or other payment service provider may be liable to the Beneficiary for the transfer.
14. Costs
    • While SCEPL does not charge commission, the SCEPL trader may agree at the time of entering into the Contract with the Client in accordance with Clause 3 an administration charge. At the same time as agreeing the Contract, SCEPL will agree the number of transfers to be made by the Client. If the Client exceeds the agreed number of transfers, then SCEPL may charge a reasonable amount for each additional transfer. In the absence of confirming the number of transfers at the time of the trade it is assumed the Client is making one transfer. The Client may be subject to other costs, for example from banks receiving its payment. SCEPL has no control over these costs and accepts no liability for them.
    • SCEPL will also charge the Client for costs relating to:
      • notification of a transfer which has been refused where refusal is reasonable,
      • the revocation of a transfer permitted under certain circumstances; and
      • for costs in respect of the recovery of funds transferred because of the Client supplying incorrect information.
    • SCEPL may charge the Client for any expenses and may deduct its expenses from any Margin and/or other money SCEPL is transferring or exchanging for the Client.
    • Where expenses are expressed in different currencies to the Margin and/or other money SCEPL is transferring, the Client agrees that SCEPL may convert the money to be deducted at a rate of exchange which SCEPL determines to be reasonable for the purpose of making the deduction.
    • SCEPL may at any time, without notice, set off any amount SCEPL owes to the Client against any amount (including any loss) the Client owes to SCEPL, whether present or future, liquidated or unliquidated, and irrespective of currency, converting at a rate SCEPL determines to be reasonable for the purpose of set-off.
15. Termination
    • SCEPL maintains the right to immediately terminate any Contract if:
      • any breach by the Client of any part of these Conditions or any other contract between SCEPL and the Client occurs (and where that breach is capable of remedy it has not been remedied by the Client within the period stated in a written Notice from SCEPL requiring the breach to be remedied); or
      • SCEPL reasonably believes that the Client will be unable to fulfil its obligations under any Contract; or
      • the Client fails to provide sufficient Margin or Additional Margin where required under the terms of this Agreement;
      • SCEPL becomes aware of believes that the Client is not a Wholesale Client or a Sophisticated Investor;
      • an Insolvency Event occurs; or
      • for SCEPL to continue with any Contract would in SCEPL’s reasonable opinion expose SCEPL to any liability for which SCEPL is not protected; or
      • on the instruction of any law enforcement agency or regulatory body (in which event SCEPL may retain all or any of the Client’s money if SCEPL is required to do so by Law or regulation and then deal with the Client’s money as ordered by a Court, regulator or other body of competent jurisdiction).
    • In the event of termination of any Contract in accordance with or as a consequence of termination under any part of Clause 16.1 above, the Client shall be liable for any losses which the Client and or SCEPL incurs or suffers as a result of and or in relation to that termination.
    • These Conditions may be terminated immediately by the Client or SCEPL by giving Notice to the other in writing. However, termination by either party shall not affect any Contract or other transaction previously entered into and shall not relieve either party of any outstanding obligations arising out of these Conditions, nor shall it relieve the Client of any obligations arising out of any Contract entered into prior to such termination.
    • In the event that SCEPL is made aware of, or has reason to believe, any of the following:
      • that the Client has provided false or misleading information to SCEPL;
      • that the Client has participated or is participating or has assisted or is assisting in money laundering or terrorist financing;
      • the Client notifies SCEPL that they are no longer a Wholesale Client or Sophisticated Investor or SCEPL reasonably suspects that the Client is no longer a Wholesale Client or Sophisticated Investor; or
      • that the Client is being officially investigated by law enforcement and/or regulatory agencies; or
      • an Event of Default or Insolvency Event has occurred.

then SCEPL, at its sole discretion, may terminate these Conditions immediately by Notice to the Client, and SCEPL at its sole discretion shall be relieved of any obligations set out in these Conditions or arising out of any Contract already entered into with SCEPL.

• In the event of a termination under this clause, any or all Contracts will be treated as being part of a single Contract and SCEPL will calculate the net position on all Contracts to determine a single net sum owing by SCEPL to the Client or the Client to SCEPL (as the case may be).

16. SCEPL’s liability to the Client
    • Subject to clause 17.2 and to the extent permitted by Law, SCEPL’s maximum aggregate liability to the Client arising under or in relation to these Conditions:
      • shall be limited to the currency value of the Client’s Order as at the date of the Order;
      • in the event that SCEPL is found to be liable to the Client for the misappropriation or misdirection of funds, SCEPL’s liability is limited to the original amount of the funds misdirected or misappropriated;
      • in the event that SCEPL is found to be liable to the Client for any other reason, such liability shall be limited to the market movement in foreign exchange rates for that Order from the date of the Order;
      • shall not include any liability whether in contract, tort or otherwise for: i) any indirect; ii) consequential losses; iii) special damages; iv) loss of profit; loss of business, goodwill; v) loss of anticipated savings or vi) any other additional costs that may be incurred whether or not such costs, losses or damages were in the contemplation of the parties at the date of these Conditions.
      • shall not include liability for any act or omission of any third party involved in the payment process or otherwise;
      • shall not include any liabilities, losses or expenses imposed upon or incurred by the Client as a result of, or arising in any way in connection with any interruption in the availability of SCEPL’s service including but not limited to the availability of its Online Platform; and
      • shall not include any liabilities, losses or expenses imposed upon or incurred by the Client as a result of, or arising in any way in connection with a Force Majeure Event.
    • Nothing in these Conditions shall exclude or restrict either party’s liability for:
      • fraud; or
      • death or personal injury resulting from the negligence of either party or its employees while acting in the course of their employment; or
      • any other liability that cannot be limited or excluded by Law.
    • To the extent permitted by Law, SCEPL will not be liable if SCEPL is unable to perform any of SCEPL’s obligations or SCEPL’s performance of its obligations is delayed due to circumstances outside SCEPL’s reasonable control, including (without limitation) any industrial action, labour dispute, act of God, fire, flood or storm, war, riot, civil commotion, security alert, act of terrorism or associated event, act of sabotage or vandalism, virus, pandemic, endemic, compliance with any Law or order, power cut or failure, computer system malfunction including software, hardware and internet connectivity or the occurrence of extraordinary fluctuations in any financial markets that may materially affect SCEPL’s or the Client’s ability to complete any Contract. If any of these circumstances occur then such a Contract can be suspended for the period during which they continue or at SCEPL’s discretion and in order to protect both the Client and / or SCEPL, SCEPL may terminate that Contract.
17. The Client’s Liability to SCEPL
    • To the extent permitted by Law, the Client shall indemnify SCEPL against all liabilities that it may incur as a result of accepting the Clients Order(s) to trade currency and/or following its instructions or instructions that purport to be from the Client, whether sent/given by telephone, post, e-mail or otherwise. Furthermore, and without limiting the general scope of this indemnity, if any payments are made late by the Client or the Client is otherwise in breach of any part of these Conditions or any Contract, the Client shall be liable for and upon demand shall immediately indemnify SCEPL against any costs, losses or liabilities that may be imposed upon it or which it may incur in connection with or arising out of its contract(s) including (again without limit) costs, losses or liabilities incurred with third party currency dealers, exchanges, brokers, banks or similar entitles or any clearing house or regulatory body.
    • SCEPL may also charge interest on any amount(s) owing to it at the rate of 4 per cent per annum above the official cash rate (OCR) in Australia for the time being in force, calculated on a daily basis from the date such amount became owing to it up to and including the date of repayment in full. Further, if the Client has any liability to SCEPL under these Conditions and/ or any Contract(s) and/ or any contract, SCEPL may deduct the amount of that liability from any relevant funds that it is holding for the Client in relation to all/ any Contract(s) to offset against its relevant costs, losses or liabilities. The Client hereby agrees (without prejudice to their other obligations in these Conditions or any Contract) to notify SCEPL immediately if the Client becomes aware of any unauthorised late or defective payment transaction.
    • To the extent permitted by Law, the Client will be liable to SCEPL for all losses which SCEPL suffers or incurs relating to any fraud or fraudulent activity by the Client at any time.
18. SCEPL’s on-line system
    • References to SCEPL’s Online Platform shall mean any online system, or part thereof, operated by / and or on behalf of SCEPL for the purpose of its business from time to time which SCEPL agrees to permit the Client to use and/ or to which SCEPL agrees to permit the Client access from time to time. Depending on the rights granted to the Client, the SCEPL Online Platform may be used to buy and/or sell currency or to obtain quotations for currency exchange rates or to effect currency transfers subject to any restrictions or limitations or additional terms imposed by SCEPL (“Extra Terms”). In relation to any part of SCEPL’s Online Platform if there is any conflict between any provision of the Extra Terms and these Conditions in relation to the relevant part of the Online Platform, then the Extra Terms shall prevail.
    • SCEPL grants to the Client access to SCEPL’s Online Platform in consideration of the Client’s agreement to be bound by these Conditions which shall be deemed to include all relevant Extra Terms and restating the Client’s agreement each time the Client accesses SCEPL’s Online Platform.
    • Unless SCEPL agrees otherwise, the Client may request a refund of funds held in the Client’s Accounts by Notice to SCEPL in writing. Upon such a request or upon termination of these Conditions or the Client’s access to SCEPL’s Online Platform, SCEPL shall remit available funds to the Client in accordance with the remainder of these Conditions and in such a manner as SCEPL reasonably deems appropriate.
    • All Intellectual Property rights comprised in all parts of SCEPL’s Online Platform and any documentation emailed or posted to the Client will remain vested in SECPL and/ or its licensors. This includes copyright in SCEPL’s Website. The Client is only permitted to access SCEPL’s Website and or Online Platform for the purpose of transacting its legitimate business with SCEPL. The Client is not permitted to display, use, distribute, or reproduce any parts of SCEPL’s Online Platform and Website, or to create any derivative works or incorporate any materials comprised in the Website, Online Platform or online systems into any other websites, electronic retrieval systems, publications or otherwise. However, as part of the access to SCEPL’s Online Platform and subject to these Conditions, the Client is permitted to download or print single copies of web pages for the Client’s own internal record-keeping purposes, provided the Client complies with all instructions given by SCEPL.
    • The Client shall not recreate or copy, modify, reproduce or distribute SCEPL’s Online Platform or create derivative works from it or permit its reverse engineering, disassembly, decompilation or otherwise attempt to ascertain the source code or internal workings of any part of SCEPL’s Online Platform or Website.
    • SCEPL does not warrant the availability of SCEPL’s Online Platform at any time and SCEPL reserves the right to restrict or terminate the Client’s access to it or change the configuration or functionality of SCEPL’s Online Platform at any time.
    • SCEPL does not warrant the performance of SCEPL’s Online Platform or the correctness, accuracy or completeness of any information that the Client receives via SCEPL’s Online Platform and the Client’s reliance on it is entirely at the Client’s own risk.
    • SCEPL’s system will from time to time include various functionality and features, some or all of which will be explicitly displayed on the Online Platform on each occasion that the Client logs into the system (“Permitted Features”). The Client warrants that the Client will only use SCEPL’s Online Platform, for the Permitted Features and will only use the Permitted Features or any of them for legal purposes as principal on the Client’s own behalf and, if the Client is a Business Client, in the ordinary course of the Client’s business.
    • The Client must not use or attempt to use SCEPL’s Online Platform except for its intended purpose in accordance with SCEPL’s instructions.
    • SCEPL will issue by email to the Registered Email Address one or more unique logins or passwords which SCEPL may issue to the Client to gain access to SCEPL’s Online Platform in accordance with these Conditions.
    • The Client must ensure that all the data, messages and code that the Client provides to SCEPL by any electronic means do not contain any computer viruses, destructive programs or other devices likely to cause harm to SCEPL’s Online Platform and on-line systems.
    • The Client warrants that the Client will comply with all Laws, rules and regulations issued by relevant authorities or industry bodies in relation to the Client’s use of SCEPL’s Online Platform.
19. Information about the Client
    • SCEPL is, by Law, required to ascertain certain information about its clients, their identity, the nature of their businesses or requirements and where relevant the source of wealth and/ or funds. The Client hereby agrees that it will provide SCEPL with such information and/or documentation as SCEPL may from time to time request as evidence of any such matters.
    • If the Client is a company or a partnership this documentation may include proof and/ or identification and details of the Client’s constitution, management, control and ownership structures including legal and beneficial ownership arrangements. Such details are likely in each case to include at least those relating to the Client’s shareholders, directors, principals, persons of significant control, ultimate beneficial owners, and the Client’s registration and purposes. SCEPL reserves the right to conduct searches with credit reporting bodies and or professional and or trade bodies with which the Client may reasonably be expected to be registered.
    • Personal information collected by SCEPL is treated as confidential and is protected by the Privacy Act 1988 (Cth), as varied from time to time. SCPEL will only collect Personal Information which is necessary to perform the services contemplated by these Conditions.
    • SCPEL will treat the Client’s Personal Information in accordance with its privacy policy, which may be obtained by contacting SCEPL or on the Website.
    • SCEPL will use reasonable precautions to maintain the confidentiality of information it receives from the Client and material and/or data the Client provides, creates, inputs or develops in connection with their use of the SCEPL services. Nonetheless, because such information, material and/or data may be provided through the internet, the Client hereby acknowledges and agrees that SCEPL cannot assure that such information, material and/or data will continue to be confidential.
    • The Client accepts the risk of a third party receiving confidential information concerning the Client and specifically releases and indemnifies SCEPL from any claim arising out of a third party intercepting, accessing, monitoring or receiving any communication from:
      • the Client intended to be provided to SCEPL; or
      • SCEPL intended to be provided to the Client.
    • The Client agrees and consents to SCEPL (or its agents) making a verification request to a credit reporting body to assist in verifying the Client’s identity for the purposes of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (and related rules and regulations). The Client also agrees and consents to SCEPL disclosing the Client’s Personal Information for this purpose including the Client’s name, residential address and date of birth.
    • SCEPL reserves the right to register information provided by the Client and other information relating to the Client’s account with SCEPL with credit reporting bodies and/or other databases supplying or providing information for business analysis or in relation to intermediary debt.
    • The information provided on the Online Platform is to be used for the purpose of the Client trading with SCEPL only, and not for any other purpose. Using SCEPL’s Online Platform does not transfer Intellectual Property rights to the Client.
    • In appropriate cases, all communications and information concerning the Client held by SCEPL, may be disclosed to, and reviewed by, law enforcement agencies and regulatory authorities. In addition, the Client agrees to comply with all applicable money laundering and counter terrorism financing Laws, including but not limited to, the requirement to obtain or provide satisfactory evidence of the identity of any person to whom the Client may represent in any transaction entered into with SCEPL.
20. Recording telephone conversations
    • The Client acknowledges and agrees, and will ensure that each Authorised User acknowledges and agrees, that SCEPL may make a recording of any telephone conversation between the Client and/or any person and SCEPL at any time and maintain a record of all emails and electronic communications sent to it. All such records are SCEPL’s sole property and may be used by SCEPL, among other things, in the case of a dispute between the parties and for training, monitoring and compliance purposes.
21. Changes to these Conditions
    • The terms of these Conditions and any transactions under them, may be amended by SCEPL at any time. SCEPL will provide Notice to the Client of any such amendment. The Client agrees to be bound by the terms of such an amendment on the earlier of:

(a) ten Days after SCEPL has posted Notice of the amendment on SCEPL’s Website;

(b) upon providing Notice to the Client by email; or

• (c) on the date the Client enters any Contract after the amendment. If the Client does not agree to the amendment, the Client may terminate these Conditions. Termination in this case does not affect any obligations owed by the Client, or rights of SCEPL with regard to any existing Contracts by the Client.
• Any other amendments must be agreed to in writing between the Client and SCEPL.

22. General
    • A person who is not a party to these Conditions shall not have any rights to enforce its terms.
    • If any provision of these Conditions is determined to be invalid or unenforceable by a court of competent jurisdiction, such clause will be severed from these Conditions and the other provisions of these Conditions shall remain in full force and effect.
    • No failure or delay by SCEPL to exercise any right or remedy provided under these Conditions or by Law shall constitute a waiver of that or any other right or remedy. Nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    • In the event of a conflict between these Conditions, the Account Opening Form, and any other ancillary document referred to in these Conditions, the order of precedence shall, subject to clause 19.1, be:

• these Conditions;
• the Account Opening Form; and
• any other ancillary document referred to in these Conditions.
  • Upon coming into force these Conditions supersede and replace any previous conditions in place between SCEPL and the Client. These Conditions shall continue in force until replaced by a new version issued in accordance with clause 22. These Conditions and any documents mentioned in them constitute the entire agreement between the Client and SCEPL in relation to the establishment of the Client’s Account unless and to the extent otherwise agreed in writing in advance between the Client and SCEPL.
  • All communication between the Client and SCEPL will take place in English.
  • These Conditions shall be governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
  • At no time shall either party enter into commitments for or in the name of the other party or use their Intellectual Property for any purpose whatsoever. Except as specifically provided for in these Conditions, neither party will:
    • use the other party’s name or Intellectual Property without the prior written approval of the other party; or
    • \represent itself as being affiliated with, or authorised to act for, the other party.
  • Any rights or obligations that the Client may have pursuant to these Conditions shall not be assigned, transferred, sold, or otherwise conveyed, except with the prior written consent of SCEPL. SCEPL may, however, transfer any rights or obligations it may have pursuant to these Conditions to another party without the Client’s consent. Such an assignment shall only take place if a reasonable person would not expect it to cause detriment to a typical client of SCEPL. The Client will execute any documents (including a deed of novation) reasonably required by SCEPL to effect such a transfer. If the Client does not agree to SCEPL assigning its rights, the Client may terminate these Conditions. However, termination in this case does not affect any obligations owed by the Client, or rights of SCEPL with regard to any existing Contracts held by the Client;

23. How to make a complaint
    • Except to the extent that this clause is inconsistent with the requirements of any legislative or regulatory regime, the dispute resolution process set out in this clause shall apply. The parties must use all their reasonable endeavours to resolve any dispute arising in connection with these Conditions or any transactions thereunder.
    • If the Client has a complaint in relation to these Conditions, a Contract or any aspect of the Client’s Account, the Client should contact SCEPL’s Compliance Officer in writing, by email, or by telephone:

Compliance Officer, Smart Currency Exchange Pty Ltd,

Telephone: 1300 779 106

Email: [email protected]

• If the parties fail to resolve a dispute within 10 Days of one party giving Notice to the other of the dispute, either party may, by giving Notice to the other, refer the dispute to the parties’ Senior Officers (where the Client is an individual no such referral is applicable) who, each party must ensure, must cooperate in good faith to resolve the dispute as amicably as possible within 14 days of the dispute being referred to them.

24. Notices
    • Any notice required or permitted to be given under these Conditions or for the purposes of these Conditions (“Notice”) shall be in writing and shall:
      • if to the Client, be sent by prepaid registered mail or delivered by hand to the Client’s address as set out in these Conditions, or such other address that the Client designates in writing, or by SCEPL emailing the Client’s nominated email address, or by posting a Notice to the Website;
        • if posted on the Website, Notice is deemed to have been given 3 Days after the Notice was posted on the Website; or
        • if the Notice was sent to the Client’s address, the Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
      • If to SCEPL, be sent by prepaid registered mail or delivered by hand to the address of SCEPL set out in these Conditions, or such other address as SCEPL designates in writing, and such Notice is deemed to have been given 3 Days after the Notice was posted, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
    • Any Notice given or made under these Conditions may also be sent by email if:
      • The Notice is sent to the email address last notified by the intended recipient to the sender; and
      • the sender keeps an electronic or printed copy of the Notice sent
    • A Notice sent by email will be deemed to have been given on the first to occur of:
      • receipt by the sender of an email acknowledgement from the recipient’s information system showing that the Notice has been delivered to the email address stated above;
      • the time that the Notice enters an information system which is under the control of the recipient; or
      • the time that the Notice is first opened or read by an employee or officer of the recipient
    • It is the Client’s responsibility to notify SCEPL of any changes to the Client’s contact details.
25. Client monies
    • The Client agrees that SCEPL may aggregate money paid into your account (“the Monies”) with funds received from other clients into a single or multiple designated account(s) (“Client Money Account”), which will be maintained as required by Law.
    • The Client consents to and directs SCEPL to retain any interest accrued from time to time on the Monies and to invest that money as permitted by Law.
    • The Client authorises and directs SCEPL to withdraw, apply or otherwise utilise the Monies:
      • other than where the Client is a Sophisticated Investor, in order to meet obligations (“the Obligations”) incurred by SCEPL in connection with Contracts. Obligations may include an obligation to make payments to a Related Entity and/or a liquidity provider in connection with liabilities SCEPL incurs when the Client and other clients enter into Contracts with SCEPL;
    • in order to enforce other rights that SCEPL has under these Conditions;
    • for any other reason permitted by Law.
26. GST and Taxes
    • Any consideration payable or to be provided pursuant to the Agreement does not include any amount on account of GST. If GST is payable on any Contract or Order the Client must pay to SCEPL an additional amount equal to the GST payable on the supply of the Contract or Order, provided that SCEPL first issues a valid tax invoice.
    • The Client shall be responsible for remitting to the appropriate tax authority any taxes that may apply to any payments initiated in connection with the Services. The Client acknowledges that SCEPL shall not be responsible for determining what, if any, taxes apply to the Client’s Contracts or/and Orders.
27. Options risk disclosures
    • Unless SCEPL informs the Client otherwise in writing in advance, SCEPL will act as principal in relation to any Relevant Option Contract and will not act as the Client’s agent. Every Relevant Option Contract is a bilateral contract between SCEPL and the Client for the option to purchase the agreed amount of the Target Currency at the Strike Price in the Source Currency, in which SCEPL acts as principal counterparty. SCEPL will at the same time enter into an offsetting trade with a Counterparty.
    • SCEPL requires the Client to enter into every Relevant Option Contract as principal. SCEPL is not obliged to engage in dealings where the Client acts as agent for a third party.
    • The Client acknowledges and agrees that:

(a) trading in Options, even when used to cover a commercial position, may involve a high degree of risk and is appropriate only for persons able to withstand the risk of loss;

(b) Options Contracts are not undertaken on a recognised investment exchange and the Client may be exposed to greater risks;

(c) any profit or loss (realised or unrealised) arising from a fluctuation in the value of a Contract is entirely attributable to the Client;

(d) the results of trading can never be guaranteed and SCEPL offers no guarantee of profit or immunity from loss; and

(e) if SCEPL were to default on its financial obligations or become insolvent, the Client’s investment would be at risk.

28. Entering into an option contract
    • The Client may contact SCEPL to request a Quote. SCEPL may at its absolute discretion provide the Client with a Quote.
    • If the Client considers a Quote suitable for its needs and requirements, the Client may place an Order with SCEPL for a Contract.
    • SCEPL may, at its absolute discretion and without notice, accept or refuse to accept, or refuse to act on or complete, any Order in whole or in part.
    • Once the Client submits an Order, the Client may not amend, withdraw, cancel or rescind that Order unless SCEPL provides its prior written consent.
    • Upon receipt of an Order, SCEPL will, subject to the Order Execution Policy, execute the Order.
    • Each Contract comes into force immediately upon SCEPL’s execution of the relevant Order, and the dates, currencies and amounts will be those stated in the Contract Confirmation.
    • To provide instructions to enter a Contract, the Client must call from one of its Registered Numbers and/or provide instructions in Writing from one of its Registered Addresses or Registered Email Addresses and, if required, provide its Telephone Answers or complete the 2FA Process. The same requirements apply to any request in relation to a Contract, including its cancellation, alteration, execution or exercise.
29. Cancellation and alteration of an option contract
    • The Client may not cancel a Contract except with the prior Written consent of SCEPL, which may be given entirely at SCEPL’s discretion but acting reasonably.
    • Where SCEPL grants consent for cancellation, the Client agrees that, to the extent permitted by Law, it shall be liable for all Losses, fees and/or other Expenses incurred by the Client and SCEPL which arise from that cancellation.
    • Upon request, SCEPL may, entirely at its own discretion but acting reasonably, agree to amend the terms of a Contract — for example, to “roll” a Contract to a later Settlement Date — subject to such conditions as SCEPL may reasonably impose (including an administration fee, an additional Premium, a Margin or an increased Margin).
30. Options contract confirmations
    • Each Contract will be evidenced by a Contract Confirmation. SCEPL will send the Contract Confirmation as soon as possible following the Contract Date, and the Client should expect to receive it by 5pm on the first Business Day following the Contract Date.
    • If the Client does not receive a Contract Confirmation by that time, or receives one it considers contains an error, the Client must notify SCEPL in Writing as soon as possible.
    • If SCEPL does not receive such notification, the Client will be deemed to have received and agreed that the Contract Confirmation is correct in its entirety.
    • The Client must keep the Contract Confirmation confidential and secure and must inform SCEPL immediately if it is lost or stolen or its information is disclosed to a third party.
    • To the extent permitted by Law, if for any reason (including any failure by SCEPL to send it) the Client does not receive the Contract Confirmation, this will not invalidate any Contract or prejudice the rights and obligations of either party under it.
31. Premium and margin for options contracts
    • The Client may be required to pay a Premium pursuant to the terms of a Contract. An estimate of the likely Premium will be given in the Quote. When the Contract is entered into, SCEPL will confirm and agree the amount of the Premium and the time, date and method by which it must be paid.
    • In accordance with the Margin Policy, SCEPL may in its absolute discretion and at any time before or after entering into a Contract require the Client to pay a Margin in relation to that Contract.
    • Where SCEPL requires a Margin, the Client will pay it in immediately accessible funds in the amount and at or before the time and date stated by SCEPL.
    • If at any time SCEPL requires Additional Margin, the Client must provide it in immediately accessible funds by 4pm on the Business Day on which SCEPL gives notification, provided that notification is given before 12:00 noon; if notification is given after 12:00 noon, the funds must be provided by 12:00 noon on the next Business Day.
    • If SCEPL requires Initial or Additional Margin, the Client must provide it in immediately accessible funds by 12:00 noon Sydney time on the third Business Day after notification, except for Contracts with a value of AUD 1,000,000 or more (or its equivalent in foreign currency) where shorter time frames will apply as notified in advance.
32. Exercising options
    • In relation to the Option(s) in a Contract during the Maturity Period, either SCEPL or the Client is entitled to exercise their Option(s) if that party’s Option(s) is In-the-Money. If by the end of the Maturity Period the Client has not exercised its Option(s) and they are In-the-Money, SCEPL may automatically exercise them for the Client.
    • All Options which are exercised will be, by default, “Cash Settled”, meaning SCEPL or the Client will pay to the other only the amount of the Immediate Profit. The Immediate Profit or Delivery Amount may, subject to clause 33.4, be paid in either the Target Currency or the Source Currency.
    • When an Option is exercised, the Client may not make, nor require SCEPL to make, payment of the full amount of the Option exercised (“Delivery”) unless SCEPL has granted its written consent prior to the Settlement Date. Where Delivery is agreed, the payment will be of the total amount of the Option(s) exercised (“Delivery Amount”) and will not include any separate amount for Immediate Profit. SCEPL may grant consent at its absolute discretion and may impose pre-conditions, including requiring a separate agreement in relation to that Delivery.
    • If in SCEPL’s reasonable opinion the appropriate currency is not or may not be legally tendered or readily available for Cash Settlement or Delivery (for instance where a currency has been withdrawn or made subject to currency controls), the Client agrees that the Contract will be Cash Settled or Delivered in such currency as SCEPL in its absolute discretion reasonably determines.
    • Where the Client has an Immediate Profit in relation to a Contract, SCEPL will, subject to the security and identity-verification provisions of these Conditions, pay that Immediate Profit to the Client by bank transfer to the Client’s bank account.
33. Portofolio reconciliation
    • The Client and SCEPL are each required to reconcile Contracts which have not been fulfilled — i.e. where the Option has not been exercised and the timeframe within which it can be exercised has not yet passed (“Contract Reconciliation”).
    • If there are any unfulfilled Contracts when Contract Reconciliation is required, SCEPL will send the Client a document containing the details of those unfulfilled Contracts by email to the Registered Email Address. The Client shall check the details and inform SCEPL in Writing as soon as possible if any information is incorrect. Unless the Client notifies SCEPL of an error, the Client will be deemed to have confirmed that all the information is correct.
34. Options-Specific Termination and carve-outs
    • In addition to the termination rights in clause 16, and subject to clause 34.2, the Client may terminate these Conditions in relation to any Relevant Option Contracts by giving one month’s notice in Writing to SCEPL, and SCEPL may terminate in relation to a Relevant Option Contract by giving the Client one months’ notice in Writing.
    • SCEPL may terminate these Conditions in relation to Relevant Option Contracts, or take any action in relation to any Contract, with immediate effect on the grounds set out in clause 16 and, in addition, if:

(a) the Client fails to provide a sufficient Margin or Additional Margin when required;

(b) SCEPL reasonably determines there has been a material adverse change in the Client’s financial condition, business prospects or trading performance, or those of any person providing credit support;

(c) there is a withdrawal of any government, state or federal approval, or the imposition of any law or regulation, which means the Contract is substantially unable to be performed; or

(d) the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.