Terms and conditions
These terms apply to all customers that receive services from FreemarketFX Ltd. These terms ceased from 2nd September 2020.
1. The Site, the Service and our agreement with you
1.2. These Customer Terms and Conditions are between FreemarketFX Limited, a limited liability company incorporated in England and Wales with company number 07289573 and registered address at Gg107 Metal Box Factory, 30 Great Guildford Street, London, United Kingdom, SE1 0HS (“FreemarketFX”, “we”, “our” or “us”) and you, the individual or business, as the case may be, using our services (“you” or “your”). FreemarketFX is authorised and regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (FRN: 585093).
1.3. FreemarketFX provides a free to access website, made available at www.wearefreemarket.com (“Site”), which provides access to a range of foreign currency international exchange and international payment services (the “Service”). All the materials, tools and functionality made available through the Site and the Service are referred to in these Customer Terms and Conditions as “Content” and are deemed to form part of the Site and the Service.
1.5. In order to access the Service, you must apply to us. Once your application is accepted by FreemarketFX you may use the Service. FreemarketFX reserves the right at its sole discretion to decline to provide the Service to you.
1.6. We reserve the right to modify these User Policies and the Service we provide at any time in accordance with these User Policies. Your continued use of the Service after modification of these User Policies and/or the Service will constitute your acceptance of such change.
1.7. Please note that these User Policies related to the Site and the Service only, and that if you wish to use other products or services offered by FreemarketFX, or a Partner (described below), you may be required to enter separate terms and conditions relating to such products and services. The term “Partner” means a third-party business with whom FreemarketFX has a contractual relationship to assist with the provision of a product or the fulfilment of a service provided by or through FreemarketFX.
1.8. If you want to contact us, please contact our Customer Services team at:
Telephone: +44 (0)20 3393 2709
Post: Metal Box Factory, 30 Great Guildford Street, London, SE1 0HS
2. Using the Site and the Service
2.1. You agree to use the Site and the Service only for lawful purposes and only on compliance with:
2.1.1. all laws and regulations applicable to the Site and the Service,
2.1.2. the User Policies, and
2.1.3. any reasonable instructions that FreemarketFX may issue relating to the Service or otherwise in relation to the Site and the Service from time to time.
2.2. FreemarketFX may in its sole discretion:
2.2.1. amend or remove any part of the Site and the Service;
2.2.2. suspend or cancel any or all operations in any markets;
2.2.3. refuse any order or instruction linked to the Service; at any time without liability.
2.3. In offering the Site FreemarketFX is not making any invitation or solicitation to you or any person to use any information, product or service including the Service and the Content where doing so is prohibited by the law of the country from which you access the Site.
2.4. Parts of the Site and the Service may be subject to legal and or commercial protections and restrictions which both we and you may be subject to. You agree to comply with any such protections and restrictions, as set out in these User Policies or as otherwise notified by us or a Partner to you. You warrant and represent to us that you are not restricted by any applicable law or regulation (including any international export restrictions) from accessing or using the Site and the Service or any of the Content.
2.5. You must not:
2.5.1. resell, reproduce or otherwise exploit any part of the Site or the Service without the express written permission of FreemarketFX;
2.5.2. collect or export data from the Site or the Service save as permitted under these Customer Terms and Conditions;
2.5.3. other than as permitted in these Customer Terms and Conditions copy, modify, adapt, distribute, disassemble, reverse engineer or decompile any aspect of the Site or the Service;
2.5.4. knowingly upload or permit the uploading of any viruses, trojans or other harmful or inappropriate material; or
2.5.5. attempt to circumvent or disable any technological protection measures contained in or used to protect the Site, the Service or Content, or use any Content from which such protection has been illicitly removed, in breach of these Customer Terms and Conditions or otherwise.
2.6. We use reasonable endeavours to ensure that Content is current to any date it bears (if any) when published. However, we make no warranty or representation as to the currency of any Content and we have no responsibility to update or amend any Content which accordingly may be out of date at any given time.
3. Registering for the Service
3.1. To access the Service and become a user of the Service (“User”) you will need a FreemarketFX account (“Account”). To open an account you must Sign up. You can do so by using the Sign up form on the Site at www.wearefreemarket.com.
3.2. You are responsible and liable for all activities conducted through your Account. When we receive an instruction through the Account by you, using your security information (as outlined in clause 3.3.8) we will deem such instruction as authorised by you unless we have been made aware or we have reasonable suspicions to believe that such instruction is not authorised by you.
3.3. To become a user, you must:
3.3.1. be an individual or business acting in course of the business’ behalf;
3.3.2. be at least 18 years of age;
3.3.3. be capable of entering into legally binding contracts under the law applicable to your country of residence;
3.3.4. only access the Site and use the Service when in a country that permits access to the Site and use of the Service;
3.3.5. use a valid email address as your point of contact for registration;
3.3.6. not share your Account with any other person;
3.3.7. not use or maintain more than one Account, without the explicit approval of FreemarketFX;
3.3.8. provide security information (such as answers to questions known only to you as the User, usernames, passwords, a PIN, or code generated through a multi-factor authentication security device) that may be used (as applicable) to access your Account and/or use the Services, including making an Order (“Security Credentials”). You are responsible for maintaining the confidentiality of your Security Credentials. This means you should not write them down or share with anyone, including but not limited to keeping them confidential from other individuals that you work with if you are accessing and using the Service on behalf of a business (see clause 4 below). Your disclosure of your password to any person is entirely at your own risk and you shall bear full responsibility for any harm, loss or damage resulting from that disclosure;
3.3.9. notify us immediately if you know or have reasonable grounds to suspect that any person you have not authorised to access the Service has obtained some or all of your Security Credentials or has had unauthorised access to the Service;
3.3.10. agree to comply with the User Policies; and
3.3.11. provide true, accurate, current and complete information about yourself as required by us when you apply for an account (“Registration Data”) and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
3.4. FreemarketFX will notify you in writing once your application has been accepted and from the date of such notification you may use the Service.
3.5. If we need to contact you, we will do so using the contact details (email, postal address and telephone number) that you have provided to us when you applied for account.
4. Business Account
This clause 4 only applies where you are applying in the course of a business. 4.1. If you are applying for an account in the course of a business and not as a consumer, you agree that:
4.1.1. the legal entity for which you work or which you otherwise hold yourself out as representing (the “Employer”) shall be bound by these User Policies as though it were expressly party to them as a User;
4.1.2. you and the Employer will have joint and several liability in relation to these User Policies;
4.1.3. you have permission from your Employer to apply in its name; and
4.1.4. your permission to access or use any of the Content or the Services shall be automatically and retrospectively revoked if your Employer challenges the binding nature of these User Policies on the Employer.
4.2. You warrant and represent that you have and continue to have the full right and authority to bind the Employer to comply with the User Policies.
4.3. You will immediately notify FreemarketFX if you leave the employment of the Employer.
4.4. All Users of the business account must have individual User access and comply with clause 3.
5. Ceasing to be a user – termination
5.1. You may cease to be a user at any time by notifying us of your wish to do so in writing. Upon receipt of notice from you, we will close your Account. Once your Account is closed you will no longer be able to use the Services.
5.2. FreemarketFX may for any reason and at any time
5.2.1. without notice, suspend or terminate your account and consequently close your Account; and/or
5.2.2. terminate these User Policies.
5.3. We reserve the right to refuse access to any part of the Service to any person at our sole discretion.
5.4. Termination of these User Policies, by you or by us, will automatically terminate your account and your Account will be closed.
5.6. Despite termination of these Customer Terms and Conditions the following clauses will continue in force despite such termination: clauses 2.4, 2.5, 10, 13,15, 17,19, 22, 23, 25 and 26.
6. FX service provided by FreemarketFX
At FreemarketFX, you exchange your currency with other users on a scheduled basis in scheduled batches (“Scheduled Batch”), and where there is not sufficient liquidity for the currency pair, FreemarketFX will purchase additional liquidity from a third-party liquidity provider to complete the Scheduled Batch. A Scheduled Batch will complete when all funds have settled. Scheduled Batches occur daily at specified times, typically between 12pm and 1pm London time on a Business Day.
7. Deposit Funds to FreemarketFX by Bank Transfer
7.1. To deposit funds with FreemarketFX, you must login to your Account and follow the instructions to deposit funds and/or create an Exchange instruction. You will be provided full bank details to instruct a bank transfer from the remitting bank to FreemarketFX (“Deposit Instructions”).
7.2. You must use the Deposit Instructions accordingly based on whether you are making a domestic or international deposit. The Deposit Instructions will include a unique transaction reference (“Payment Reference”) which must be used to deposit funds. Failure to use the Payment Reference may result in funds being returned to the remitting Account.
7.3. Bank Transfers to deposit funds with FreemarketFX is not part of our Services (“Bank Transfers”). Bank Transfers to deposit funds with FreemarketFX are services provided by third parties i.e. your bank. We cannot guarantee the use of any particular Bank Transfers and may change or stop offering Bank Transfers at any time without notice to you.
7.4. FreemarketFX will carry out the “Know Your Customer” and anti-money laundering checks on receipt of funds. Timescales to carry out these processes may vary and FreemarketFX cannot be held responsible for any delay to the allocation of funds caused by these procedures.
7.5. Fees may apply to process deposits to your Account. If fees are to be charged these will be agreed with you in advance.
7.6. Funds received may be subject to reversal. You acknowledge that the funds received in your Account (“Received Amount”) may be subject to reversal and you agree that we may deduct the Received Amount from your Account if it was reversed by the person who paid you the Received Amount or any relevant payment services provider.
8.1. An order (“Order”) is an instruction created by you from your Account to Sell or Buy or Withdraw funds (as described below):
A Sell (“Sell Order”) is where you indicate that you wish to send and convert a fixed amount of a source currency to a target currency. Your Sell Order is then included in the next Scheduled Batch. When the Scheduled Batch completes the withdrawal to the beneficiary is enabled for processing.
A Buy (“Buy Order”) is where you indicate that you wish to send and convert a fixed amount of a target currency, using a different source currency. Your Buy Order is then included in the next Scheduled Batch. When the Scheduled Batch completes the withdrawal to the beneficiary is enabled for processing.
Withdrawal is where you indicate that you wish to send a fixed amount, where source and target currencies are the same.
8.2. As part of the Order creation process you will be notified of the following including, but not limited to:
8.2.1. the information that must be provided by you in order for the Order to be properly initiated or executed which must include the full name of the beneficiary, the beneficiary’s bank account details and the amount for the Order.
8.2.2. for Buy Orders or Sell Orders, the estimate exchange rate that will be applied to the Order;
8.2.3. the maximum time in which we will execute the Order which will be no longer than 2 business days; and
8.2.4. such other costs or charges as FreemarketFX may reasonably be required to incur in order to fulfil your Order.
8.3. Following notification from you of the above information you will need to have provided FreemarketFX with sufficient funds in order for FreemarketFX to proceed with your Order.
8.4. Following our placement of the Order, we will confirm to you:
8.4.1. the Order reference and information relating to the payee;
8.4.2. the amount of the Order in the currency used;
8.4.3. the charges relating to such Order;
8.4.4. the exchange rate used and the amount of the Order after the currency conversion; and
8.4.5. the date on which we received the Order.
8.5. Instructions from you for Buy Orders or Sell Orders must be received, and funds allocated to the Order to be included in the next Scheduled Batch. With respect to any Orders for a Withdrawal received outside the hours of 9am – 4pm on any Business Day (being a day other than Saturday, Sunday or public holiday in England, when banks in London are open for business), we will treat that Order as having been received by us on the next Business Day.
8.6. FreemarketFX will carry out “Know Your Customer” and anti-money laundering checks in relation to each Order. Consequently, these checks may increase the time for processing your Order. FreemarketFX will not be responsible for any delays as a result of carrying out such checks.
8.7. Sell Orders or Buy Orders may be cancelled by you within your Account at any time before the Scheduled Batch has started processing. Orders for a Withdrawal may be cancelled by you any time before it is processed, by contacting FreemarketFX as per clause 1.8 (contact details).
9. Transfer of monies to Account
9.1. You confirm all monies deposited by you in your Account are legally and beneficially owned by you and are not, and will not be while held in your Account, subject to any charge lien or other encumbrance of any kind.
9.2. You shall not be entitled to any interest on monies held in your Account.
9.3. Monies can only be transferred to your Account via electronic transfer. FreemarketFX does not accept cash, credit or debit card payments.
9.4. FreemarketFX will not accept a deposit, nor any instruction relating to the transfer of monies until your account has been approved and an Account is opened.
9.5. All Orders must be in accordance with the instructions given on the Site unless otherwise notified in writing by FreemarketFX. You acknowledge and agree that FreemarketFX will not initiate any exchange of monies or an Order until FreemarketFX has undertaken the necessary money laundering checks in accordance with clause 13 below.
9.6. Monies deposited by you in your Account shall remain your property. You agree that all monies deposited in your Account are solely for the use of placing Orders with FreemarketFX. You acknowledge and agree that FreemarketFX may deduct sums from or withhold any deposit or held monies by way of payment towards the fulfilment of any Order, foreign exchange transaction or as may be required by law, regulatory body or by FreemarketFX in respect of any transfer or charges owed to FreemarketFX.
9.7. Your Account is not a payment account. All monies you deposit or hold with FreemarketFX are for the use by FreemarketFX in performance of its obligations in relation to the Services. If there are funds remaining in your Account following: (a) an Order you have made, (b) a foreign exchange transaction; or (c) receipt of an international payment from a third party, for a period of  days and such funds are not linked to another Order you wish to make, then we shall return such funds to a bank account nominated by you. Such bank account must be held in your name, or in the case of your employer, your employer’s name.
10. Order process
10.1. The process for placing an Order shall be as set out on the Site and as amended by us from time to time.
10.2. You acknowledge that no Order will be processed until FreemarketFX has received sufficient cleared funds from you in your Account.
10.3. If FreemarketFX is unable to accept an Order request for whatever reason, including an error in displaying the correct price on the Service, FreemarketFX will inform you of this at the time you make the Order.
11. Order fulfilment
11.1. You acknowledge and accept FreemarketFX does not have any control over the activities of its Partners, the global banking payment systems or your financial institution. Therefore, FreemarketFX cannot determine or influence:
11.1.1. when you will receive cleared funds following an Order; and
11.1.2. the charges levied by a Partner and/or your financial institution, and/or a financial institution used by FreemarketFX and its partners to fulfil any Order or foreign exchange.
11.2. FreemarketFX accepts no liability or responsibility for any delay in transmission or receipt of the funds or charges levied by a Partner and/or your financial institution and/or a financial institution used by FreemarketFX and/or its Partners.
12. Unauthorised or Incorrectly executed Orders
12.1. In the event we execute an Order incorrectly or which you have not authorised, you must, on becoming aware of such incorrectly executed or unauthorised Order, notify us without delay by email or telephone (see details in clause 1.8). On receipt of your notification, we will immediately review your instructions, investigate, trace the relevant Order and notify you of our findings.
12.2. If you are a business customer and you are not a Micro-Enterprise you agree that the time period in Regulation 74(1) of the Payment Services Regulations 2017 (“PSR”) will not apply, meaning you shall have up to 30 days after the debit date to inform us of the unauthorized or incorrectly executed Order. For all other users you shall have up to 13 months after the debit date to inform us of the unauthorised or incorrectly executed Order.
12.3. A Micro-Enterprise is an enterprise which, at the date that you entered into these Customer Terms and Conditions, (i) employs fewer than 10 persons and its annual turnover and/or annual balance sheet total does not exceed 2 million euro; or (ii) is anybody whose annual income is less than £1 million and is (a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2006; (b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or (c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008.
12.4. If we are responsible for crediting payment into your Account later than it should have been, then:
(i) if you are a consumer or a business customer that is a Micro-Enterprise, we will credit your Account within 1 Business Day together with any charges, fees and interest to put you in a position had you received the relevant money transfer in time; or
(ii) if you are a business customer and are not a Micro-Enterprise then you agree that Regulations 91 and 94 of the PSR do not apply to you, therefore the provisions in this clause will not apply to you.
12.5. If we are responsible for making an Order incorrectly then:
(i) if you are a consumer or a business customer that is a Micro-Enterprise, we will refund you the amount of the incorrectly sent Order without undue delay, together with any charges, fees and interest to put you into a position had the relevant Order not been made or, except where:
(a) the instruction you gave us for the Order was not correct. If so, we will make reasonable efforts to trace the payment and recover the amount if you ask us and notify you of our findings;
(b) we can show that the Order was actually received in the recipient’s account (in which case the recipient’s payment service provider is liable).
(ii) if you are a business customer and are not a Micro-Enterprise then you agree that Regulations 91 and 94 of the PSR do not apply to you therefore the provisions in this clause will not apply to you save that we will make reasonable efforts to trace the payment and recover the amount if you ask us and notify you of our findings.
12.5. If you notified us of an unauthorised Order in accordance with clause 12.2, we shall refund the amount of the unauthorised Order together with charges, fees and interest, as soon as possible and in any event no later than the end of the Business Day after you notified us of unauthorised Order, unless we have reasonable grounds to suspect you acted fraudulently
12.6. If after we have given you a refund our investigations of a disputed Order subsequently discover that it was in fact genuine and authorised by you directly or indirectly, or that you have acted fraudulently or with gross negligence, we will deduct the amount of the disputed Order (together with any fees, charges and interest paid to you) from your Account balance and we reserve the right to recover the value of any Order and any fees, charges and interest that was refunded to you by any other legal means.
12.7. You will be liable for all losses incurred in respect of an unauthorised or incorrectly executed Order and will not be entitled to a refund if:
12.7.1. the Order was made by you. If you provided us with incorrect details for executing the Order, you may ask us to assist you in recovering the money. In such circumstances, we cannot guarantee such efforts will be successful and we reserve the right to charge you a fee of £35 to cover our reasonable costs for doing this; or
12.7.2. you have acted fraudulently or have intentionally or with gross negligence:
(a) failed to keep your Security Credentials safe and secure or otherwise failed to comply with these Customer Terms and Conditions; or
(b) failed to notify us in accordance with clause 12.2.
12.5 . If a payment is paid into your Account in error, we will, where possible, immediately send the funds back to the payer’s account or payment service provider. In such a circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the payment service provider that sent the payment to enable them to recover the funds.
13. Know Your Customer and Anti-Money Laundering
13.1. FreemarketFX is required to apply procedures aimed at the prevention and detection of financial crimes. FreemarketFX may use the services of a Partner to establish your identity as part of the registration process for an Account, as part of processing an Order or foreign exchange and as required for the purpose of ongoing routine monitoring, including the identity of payees.
13.2. We monitor all transactions and if we believe funds are derived from financial crime, we may report such transactions to regulatory authorities in the United Kingdom, in the country of the origin of the funds and the destination. Where a report of potential financial crime is made, FreemarketFX accepts no liability for any delay in transmission of or confiscation of the funds. FreemarketFX reserves the right to provide a copy of the information you provide as part of the Account opening process to regulatory authorities in the United Kingdom, in the country of the origin of the funds and the destination.
13.3. You represent and warrant that all monies transferred into your Account are in no way connected to any unlawful or illegal activity. Any breach of this clause shall be deemed a material breach of these Customer Terms and Conditions and FreemarketFX reserves the right to immediately and without notice suspend your access to the Services or terminate the Customer Terms and Conditions and/or close your Account in such circumstances.
13.4. FreemarketFX reserves the right at all times, and with no notice, to refuse to process any Order in its sole discretion at any time during the Order process.
14. Copyright and other intellectual property
14.1. Except as expressly set out otherwise in these User Policies, FreemarketFX and its licensors retain all intellectual property rights in and to the Site, Content and the Service.
15. Ownership of the Service
15.1. FreemarketFX and its licensors own all intellectual property rights in and to the Site, Content and the Service.
16. Licence to use the Service
16.1. For as long as these Customer Terms and Conditions remain in force between you and us, FreemarketFX hereby grants you a limited, non-transferable, non-sublicensable, worldwide licence to access and use the Site, Content and the Service on the terms set out in these Customer Terms and Conditions.
17. Licence to view, use and save Content
17.1. In relation to each separate item of your Account history contained within the Content (“User Content”) and subject to the terms of these Customer Terms and Conditions, FreemarketFX hereby grants you a personal, revocable, non-exclusive, non-sublicensable and royalty-free license to view, use and (where technically permitted) save one copy of such User Content for internal training and internal information purposes only. Any use of the User Content outside the scope of the license granted under this clause 13.4 shall, without prejudice to any other rights or remedies available to FreemarketFX, constitute a material breach of these Customer Terms and Conditions.
18. Termination of license
18.1. If you breach your obligations under the User Policies, close your Account or if these Customer Terms and Conditions terminate (for any reason), all licenses granted to you under these Customer Terms and Conditions will automatically terminate.
19. Third party terms
19.1. In respect of any service or content provided through the Service by a Partner, such content or service will be provided in accordance with such Partner’s applicable terms and conditions of service (or as otherwise notified to you by FreemarketFX from time to time) (“Partner Terms”). These Partner Terms will apply to you in addition to these User Policies.
19.2. If this Site contains links to websites provided by third parties those links are made available:
19.2.1. for your convenience only;
19.2.2. with your acknowledgement that FreemarketFX does not control such third-party websites or the content on them;
19.2.3. without warranty or representation from FreemarketFX as to the content or accuracy of the information on them; and
19.2.4. without liability to FreemarketFX for the content or products offered through them.
20. Service Availability
20.1. FreemarketFX does not guarantee that the Service will be available at all times and there will be times when the Service will be interrupted for maintenance, upgrades or repairs or due to failure of services or equipment. FreemarketFX reserves the right to modify, suspend or discontinue all or part of the Service at any time with or without notice.
20.2. You agree that FreemarketFX is not liable or responsible to you for any delay, interruption, unavailability or discontinuance of the Service.
21. Limitation of Liability
21.1. You agree that, to the maximum extent permitted by law, FreemarketFX will not be liable to you (or any third party) under contract, tort (including negligence) or otherwise for any of the following losses you incur:
21.1.1. loss of profit, loss of revenue, loss of use, loss of contracts, loss of opportunity, loss of business, loss of anticipated savings and loss of data, in each case whether direct or indirect; or
21.1.2. indirect, incidental, consequential, special, exemplary and punitive losses, (together shall be referred to as the “Losses”).21.2. FreemarketFX will not be liable to you for Losses arising as a result of:
21.2.1. any failure of FreemarketFX’s technical or computer systems;
21.2.2. any fraudulent spending or any other unauthorized use of your Account, unless such Losses occurred as a result of our negligence; or
21.2.3. any change in foreign currency rates which occur.
Except as required by applicable law, your sole remedy for dissatisfaction with the Service is to stop using the Service.
21.3. FreemarketFX does not take any responsibility for any consequences of you using the Service or any other service provided by us to trade (or to refrain from trading) in a live environment in any marketplace or transactional facility (whether provided by FreemarketFX or by any third party).
21.4. Subject to clauses 21.1, 21.2 and 21.5 FreemarketFX’s total liability to you in respect of all losses arising under or in connection with the Site and the Service, whether in contract, tort, breach of statutory duty or otherwise shall in no circumstances exceed the greater of: (i) £500,000; or (ii) the commissions earned by FreemarketFX from the Account in the twelve (12) months preceding the date you suffered the loss.
21.5. Nothing in these User Policies limits or excludes a party’s liability for:
21.5.1. death or personal injury caused by that party’s negligence;
21.5.2. fraud or fraudulent misrepresentations; or
21.5.3. any other limitation or exclusion not permitted under applicable law.
22. Exclusion of Warranties
22.1. While reasonable efforts have been made to ensure the accuracy, currency and reliability of the Content provided on the Site and through the Service, you acknowledge and agree that all Content and the Service is provided “as is” and we cannot guarantee the completeness, accuracy, timeliness or results obtained by you through using the Site and the Services.
22.2. Other than as expressly set out in these User Policies, we do not give any warranty of any kind, express or implied, on behalf of us or our suppliers or our Partners in relation to the Site, the Service or anything else provided through or under these User Policies, including warranties as to performance, merchantability or fitness for a particular purpose.
You assume sole responsibility and risk for your use of any aspect of the Site and the Service.
22.3. Time shall not be of the essence and FreemarketFX accepts no responsibility for any delay in onward payment which is attributable to your use of the Site and the Service.
22.4. FreemarketFX shall bear no responsibility to you, or any third party, as a result of any circumstances arising that are beyond our reasonable control, including riot, civil unrest, war, act of terrorism, threat or perceived threat of act of terrorism, natural disaster including but not limited to an earthquake or extraordinary storm, lock out or other industrial disputes or any act of any government, legal authority or regulator, or changes in applicable law, public internet failure, to the extent that such circumstances materially affects FreemarketFX ’s ability to perform its obligations under these User Policies. On the happening of such circumstance, then we will immediately notify you of the extent to which we are prevented from performing our obligations. We will use reasonable efforts to minimize the effect of the circumstances arising on the Service.
22.5. You expressly acknowledge and agree that the restrictions on the liability of FreemarketFX under these Customer Terms and Conditions (including as to the disclaiming of any warranties) are reasonable in the context of the fees being charged by FreemarketFX for the use of the Service.
23.1. You agree, at your own expense, to indemnify, defend, and hold harmless FreemarketFX and the Partners against any and all Losses arising by FreemarketFX or the Partner in relation to your use of or access to the Service, or as a consequence of you not complying with any term of the User Policies by:
23.1.1. you; and/or
23.1.2. by any unauthorised party using your Account.
24.1 If you are not satisfied with our Service you may make a complaint in writing (email or post) to us at Customer Services setting out the nature and scope of your complaint. Upon receipt of your complaint we will investigate it with the aim of resolving it promptly. We may require you to provide additional information to assist us in our investigations. In most cases we will provide a full response to your complaint within 15 Business Days after the date we receive your complaint. In exceptional circumstances, if a full reply cannot be given within this timeframe we will send you a holding reply within 15 Business Days indicating the reasons for the delay in providing a full reply to your complaint and specifying the deadline by which you will receive our final response, being no later than 35 Business Days from the date of your initial complaint.
24.2 If you do not receive our final response or you are unhappy with our final response you may be eligible to refer your complaint to the Financial Ombudsman Service (“FOS”) at Exchange Tower, Harbour Exchange Square, London E14 9SR; Telephone: 0800 023 4567; website: www.financial-ombudsman.org.uk, free of charge, but you must do so as soon as possible and no later than within 6 months of the date of our final response to your complaint.
25.1. If any clause (or part of a clause) in the User Policies is determined to be invalid, illegal or unenforceable by any court or administrative body of competent jurisdiction, the parties agree, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the User Policies. If any clause or part of a clause is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that to the greatest extent possible, achieves the intended commercial result of the original clause.
26.1. You warrant and represent that during your use of the Service you will not knowingly upload or permit the uploading of any viruses, trojans or other harmful or inappropriate material.
26.2. FreemarketFX is not liable for any virus, trojan or other harmful or inappropriate material that may affect your computer equipment, computer programs or other materials as a result of the use of the Service.
27.1. No failure or delay by a party to exercise any right or remedy under these User Policies 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.
28. Governing Law and jurisdiction
28.1. These User Policies are governed by and construed in accordance with the laws of England and Wales.
28.2. Each party irrevocably agrees, for the sole benefit of FreemarketFX, that subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of FreemarketFX to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by law of such other jurisdiction.
29. Entire Agreement
32. No liability for claims not notified within 12 months
32.1. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred (as opposed to it becoming aware of its having grounds to make a claim in respect of it) and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.