Terms and Conditions
This document sets out the agreement between Chengqi Financial Inc. of 20 Erb Street West Suite 501, Waterloo Ontario (“Chengqi Financial”) and the Customer in relation to the sale and purchase of currency and remittance of funds. These Terms will take effect from August 8 2021 and will supersede any previous Terms and Conditions issued by Chengqi Financial Inc.
“Authorised Person” means a person authorised by the Customer to enter into Transactions with Chengqi Financial and to whom a User ID and Password have been allotted by Chengqi Financial.
“Beneficiary Bank Account” means the bank account nominated by the Customer into which Chengqi Financial will pay the converted funds.
“Contract Note” means a note supplied by Chengqi Financial confirming the existence of a contract between the parties and issued in accordance with these Terms.
“Customer” means a customer of Chengqi Financial who operates as a business (whether as a limited company, limited liability partnership, partner, sole trader or howsoever) or individual and contracts in that capacity with Chengqi Financial.
“Customer Account” means the bank account or accounts in the Customer’s name.
“Intellectual Property Rights” means trademarks, copyright, patents, design rights, database rights and all other intellectual property rights of a similar nature.
“Platform” means the Chengqi Financial platform.
“Purchase Price” means the price (including any charges and expenses) paid by the Customer for the Sale Currency.
“Regulated Activity” means the onward payment of the converted FX funds to a third party. Chengqi Financial is authorised as a Money Service Business by the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”) to perform the Regulated Activity.
“Request(s)” means the Customer’s request to trade.
“Sale Currency” means the foreign currency sold by Chengqi Financial to the Customer.
“Services” means the money services offered by Chengqi Financial, further described in clause 1 below.
“Settlement Date” means the date on which the Customer pays the Purchase Price for the Sale Currency to Chengqi Financial.
“Software” means the software supplied by Chengqi Financial to the Customer to allow the Customer to access and use the Platform.
“Terms” means these terms and conditions.
“Transaction(s)” means an agreement for a foreign currency transaction(s) duly executed by Chengqi Financial in accordance with any Request received from the Customer.
“User ID and Password” means the user identification and password provided by Chengqi Financial to the Customer to enable the Customer to access the Platform and use the Services.
“Value Date” means the date specified on the Contract Note and agreed between Chengqi Financial and the Customer for the dispatch of Sale Currency to the Customer.
1. The Services
1.1 The Customer hereby appoints Chengqi Financial to perform the Services.
1.2 Chengqi Financial will not accept this appointment until it has satisfied itself that it has carried out all its statutory duties in respect of identifying and verifying the Customer and checking the Customer against any Sanctions or Politically Exposed Persons list on an ongoing basis.
1.3 Chengqi Financial reserves the right to refuse to provide the Services to the Customer at any time in its sole discretion and without giving a reason.
1.4 The Customer agrees to inform Chengqi Financial of any change of residential address as soon as is practically possible. Failure to do this may result in Chengqi Financial withdrawing the Services from the Customer. In any event, Chengqi Financial will periodically re-check the Customer’s address without notice to the Customer.
1.5 The scope of the Services is limited to Transactions with the Customer for the sale and delivery of currency to the Customer, or to the Customer’s nominated third-party beneficiary as a money service. Chengqi Financial does not hold itself out as providing advice to the Customer on the merits of any Transaction or proposed Transaction.
1.6 The Customer understands that the Platform and Services are to be used only for the purchase and sale of currency for a genuine purpose and are not to be used for currency speculation. Currency speculation means making a profit from buying or selling currency. If Chengqi Financial suspects that the Customer is using the Services for this purpose it will immediately remove the Customer’s access to the Platform.
1.7 The Customer understands that the Sale and Purchase of foreign currency which is to be paid to a Beneficiary Bank Account in the name of the Customer themself does not constitute a Regulated Activity.
1.8 Without prejudice to clause 3.8 below, the Customer acknowledges and agrees that business with Chengqi Financial will be transacted via the Platform and that all Requests and other instructions should be made by the Customer to Chengqi Financial via the Platform.
1.9 Chengqi Financial reserves the right to vary, update or remove Services from the Platform from time to time for any commercial, regulatory, legal or for any other reason.
1.10 The Services may relate to either spot currency Transactions or forward currency Transactions.
1.11 Acceptance of these Terms does not create any obligation on the Customer’s part to use the Services.
2.1 Chengqi Financial hereby grants to the Customer a nonexclusive and non-transferable licence to use the Intellectual Property Rights of Chengqi Financial (including, without limitation, in the Software, the Platform and in any materials provided by Chengqi Financial) for the sole purpose of enabling Chengqi Financial to provide the Services to the Customer.
2.2 This licence will become effective from the date on which the Customer receives the User ID and Password from Chengqi Financial and will terminate subject to clause 10 below whereupon the Customer’s right to use the User ID and Password will also terminate.
3. Authorised Persons
3.1 Requests must be made by an Authorised Person using the User ID and Password.
3.2 If the Customer appoints a new or any additional Authorised Person it shall notify Chengqi Financial in writing and the appointment shall not be effective until it has been acknowledged by Chengqi Financial. The Customer will be responsible for all requests made by Authorised Persons.
3.3 If the Customer withdraws authorisation from any Authorised Person then it must immediately notify Chengqi Financial in writing, upon receipt of which, Chengqi Financial will withdraw the Authorised Person’s User ID and Password. The Customer shall be fully liable for all losses arising from any inappropriate or unauthorised use of the Platform due to the Customer’s failure to so notify Chengqi Financial.
3.4 The Customer shall keep the User ID and Password safe and confidential and not allow it to be used by anyone other than an Authorised Person.
3.5 The Customer will be bound by any Requests made regardless of the identity of the actual sender if received by Chengqi Financial and accepted in good faith.
3.6 Any suspected misuse of a User ID or Password must be immediately reported to Chengqi Financial by the Customer by email or telephone.
3.7 Chengqi Financial may (but shall not be obliged to) require additional confirmation, in such form as Chengqi Financial may specify, from the Customer in respect of any Request or other instruction if:
a) Chengqi Financial, at its absolute discretion, considers that such confirmation is desirable; or
b) the request or instruction is ambiguous; or
c) the instruction is to close the Customer Account and/or to remit the Customer’s funds to a third party.
3.8 Notwithstanding clause 1.3 above, Chengqi Financial may, at its sole discretion, accept oral Requests or instructions from the Customer via the telephone. In such an event, Chengqi Financial may request further confirmation from the Customer.
3.9 Notwithstanding the above clauses, Chengqi Financial shall be entitled to rely on the oral or written Request or communication of a person purporting to be an Authorised Person and shall be under no obligation to make further enquiries.
3.10 The Customer acknowledges and agrees that the Platform provides a commercially reasonable degree of protection against unauthorised use. Chengqi Financial shall not be liable for any of the Customer’s losses caused by any misuse or unauthorised use of the User ID or Password or of the Platform generally.
4. Requests and Transactions
4.1 The Customer shall provide Chengqi Financial with such accurate information as is reasonably required by Chengqi Financial for the purposes of complying with Requests. Chengqi Financial is not responsible for detecting errors in any Requests.
4.2 On receipt of a Request, Chengqi Financial shall supply, as promptly as possible, a Contract Note to the Customer via email. The Contract Note shall form part of these Terms.
4.3 Acceptance of the Contract Note by the Customer shall constitute acceptance of a Transaction between Chengqi Financial and the Customer and the Customer may not thereafter withdraw from, rescind or cancel such Transaction without the express agreement of Chengqi Financial.
4.4 Chengqi Financial shall display on the Customer’s system a message confirming the status of a Transaction. No Transaction shall be effective unless and until its status has been confirmed by Chengqi Financial.
4.5 Chengqi Financial may, at its absolute discretion, refuse to accept any Request for any reason and shall not be obliged to execute any Request
4.6 Chengqi Financial shall not be liable for any refusal to accept or respond to a Request for any reason.
5.1 The Value Date, Purchase Price, Sale Currency and Exchange Rate shall be as set out by Chengqi Financial in the Contract Note.
5.2 The Customer shall pay the Purchase Price in cleared funds into a bank account designated by Chengqi Financial (the “Designated Account”) in time to ensure that they arrive in cleared funds on or before the Settlement Date.
5.3 Unless specifically agreed in writing in advance between the parties, Chengqi Financial shall not accept into the Designated Account funds received from any bank account other than from the Customer Account. Chengqi Financial shall have absolute discretion to refuse acceptance of any funds not received from the Customer Account.
5.4 Chengqi Financial shall not remit into the Customer Account any funds in connection with the Sale Currency before it has received confirmation from its bank that the Purchase Price has been received in cleared funds into the Designated Account.
5.5 Chengqi Financial may change its charges at any time by reasonable notice to the Customer in writing, but these will never be applied retrospectively to a deal.
5.6 In the event that the Customer requires an immediate purchase of Sale Currency, the Settlement Date shall be before 3.00pm on the working day immediately preceding the Value Date. In all other cases, it shall be as stated in the Contract Note.
5.7 If the Customer requests a forward purchase of Sale Currency, then the Customer shall pay to Chengqi Financial a deposit equivalent to 10% of the Purchase Price. This must be received in cleared funds on the working day following the Request of the forward purchase. A margin call of 5% or more of the Purchase Price shall be made by Chengqi Financial if the market moves adversely by 5% or more against the exchange rate stated in the Contract Note. This must be received in cleared funds on the working day following the call by Chengqi Financial for the additional margin.
5.8 If the Customer requests a purchase of Sale Currency over a 12-month contract term payable by the Customer in regular monthly payments, the Customer shall pay the first monthly payment as an advance deposit. This advance deposit will count in lieu of the final monthly payment of the 12-month contract term.
5.9 Payment of the Purchase Price and any other sums due from the Customer to Chengqi Financial shall be made in full without any deduction, set-off or any withholding whatsoever.
5.10 Subject to the Customer complying with the Terms set out above, Chengqi Financial shall supply the Sale Currency to the Customer on the Value Date.
5.11 The Sale Currency shall be transferred into the Customer Account by wire transfer. Evidence of dispatch by Chengqi Financial of the Sale Currency shall be deemed to be conclusive proof of delivery to the Customer.
5.12 If the Customer requires the converted funds to be paid to a third-party Beneficiary Bank Account which is not in the name of the Customer themself, this remittance will constitute a Regulated Activity.
5.13 When the payment of the converted funds becomes a Regulated Activity, Chengqi Financial will safeguard the relevant funds in line with its obligations under the PCMLTFA.
5.14 The Beneficiary Bank Account into which the Customer wishes the converted funds to be paid must be pre-registered into the Chengqi Financial Platform and accepted as a tradable account prior to the Customer commencing the FX conversion.
5.15 Any third-party Beneficiary Bank Account must include the name and address of the beneficiary. Chengqi Financial will check the name against relevant Sanctions and Politically Exposed Persons lists at Beneficiary Bank Account registration and on an ongoing basis.
5.16 If any or all of the Purchase Price remains outstanding at the Value Date, then Chengqi Financial may forthwith and without prior notice to the Customer take whatever reasonable steps it deems necessary in relation to the Transaction including (without limitation) reversing the trade and levying a charge to cover any losses incurred and its administration costs. Chengqi Financial shall also be entitled, without prejudice to any of its rights under these Terms, to charge interest (before and after judgment) on any outstanding amount at the rate of 2% (two per centum) above the base rate from time to time until the date of actual payment. Such interest shall accrue on a daily basis from the due date until the date of payment and shall be compounded monthly.
6. The Internet
6.1 Chengqi Financial shall provide the Customer with the Software for accessing the Services via the Platform. The Customer shall be responsible for compatible computer system. Chengqi Financial has no obtaining and maintaining the Customer’s own responsibility for or liability with respect to the Customer’s system.
6.2 While Chengqi Financial shall use its reasonable commercial endeavours to provide a reasonable level of security via the Platform at all times, the Customer acknowledges that the internet is not a secure medium and that it is technically impossible for Chengqi Financial to provide fault free and totally secure Services at all times and Chengqi Financial gives no warranty to this effect.
6.3 The Customer acknowledges that Chengqi Financial may, from time to time, need to suspend the Services offered via the Platform for operational reasons (e.g. for upgrades, repairs or planned maintenance / outages).
6.4 The Customer acknowledges that its use of the Platform is subject to the condition that there will be no abuse or fraudulent use of it. Abuse and fraudulent use of the Platform shall entitle Chengqi Financial to suspend the Services to the Customer and could lead to termination on the part of Chengqi Financial.
6.5 The Customer acknowledges that access to the Platform and the Services may be restricted and/or prohibited by law and/or regulation in certain jurisdictions. The Customer undertakes to comply with all laws applicable to such access. The Customer hereby agrees to indemnify Chengqi Financial against any liabilities, damages, expenses, costs, claims or fees, including any taxes thereon, resulting from any access or use of the Platform or Services from a jurisdiction in or from which such access or use is prohibited.
7. Intellectual Property Rights
7.1 The Customer acknowledges that, apart from the licence granted under clause 2 above, it has no ownership, nor shall it acquire any ownership, of any Intellectual Property Rights in the Platform, the Software, the Services or any documents or other materials supplied by Chengqi Financial to the Customer in connection with the Services.
7.2 The Customer undertakes to protect and keep confidential the Software and not to examine, copy, alter, reverse engineer, disassemble or tamper with the Software.
7.3 Nothing in these Terms shall give either party any rights in respect of any trade names or trademarks used by the other party or of the goodwill associated with them, and both parties acknowledge that, except as expressly provided under these Terms, they shall not acquire any such rights.
8. Limitation of Liability
8.1 Chengqi Financial makes no representation or warranty of any kind with respect to the Services, the Platform, the Software, any Transaction, or anything else supplied to the Customer under these Terms. Except as specified in these Terms, Chengqi Financial shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with any Transaction, the Services, the Platform, the connectivity to the Internet, the Software or its use, application, support or howsoever, except to the extent to which it is unlawful under the applicable laws and regulations to exclude such liability.
8.2 In the event of default in a Transaction by Chengqi Financial, Chengqi Financial’s liability to the Customer shall be limited to the return of the Purchase Price, together with interest payable from the date of default at the rate of 2% (two per centum) above the base rate from time to time until the date of actual repayment. Refund of any other costs incurred by the Customer shall be limited to the costs shown as payable on the Contract Note.
8.3 Notwithstanding anything else in these Terms, Chengqi Financial shall not be liable to the Customer for loss of profits or contracts, loss of goodwill or other special, indirect or consequential losses whether arising from negligence, breach of contract or howsoever caused.
8.4 The Customer acknowledges that it is responsible for the accuracy and completeness of any Requests and that Chengqi Financial shall not be liable for any errors, inaccuracies of incompleteness of any Requests received via the Platform.
8.5 If any exclusion of liability is held to be invalid for any reason and Chengqi Financial becomes liable for loss or damage that it may otherwise have been lawful to limit, such liability shall not exceed $1,000 (one thousand Canadian Dollars) in respect of each event or series of events.
8.6 Chengqi Financial does not exclude liability for death or personal injury to the extent only that the same arises as a result of its negligence or that of its employees, agents or authorised representatives.
8.7 The Customer shall indemnify Chengqi Financial and hold Chengqi Financial harmless from and against any and all claims, costs (including legal costs), damages, losses, liabilities and expenses arising directly or indirectly from the Customer’s acts or omissions and those of the Customer’s agents, employees or representatives, including (but not limited to) arising from any abuse and fraudulent use of the internet, the Platform and from any Requests or Transactions, whether or not actually authorised by the Customer.
8.8 This clause 8 shall survive termination of these Terms.
9. Errors and Disputes
9.1 Any omission or error made on any document, in any Transaction or howsoever must be notified to Chengqi Financial within 2 working days of its occurrence. In the absence of such notification the Customer shall, in the absence of manifest error, be deemed to have accepted such document or Transaction and shall not be entitled to dispute it thereafter.
9.2 In the event of any disagreement or dispute between the Customer and Chengqi Financial arising out of the provision of the Services or out of these Terms, the parties shall in the first instance seek to resolve the disagreement or dispute by discussions between themselves. In the event that they are unable to resolve the disagreement or dispute within 7 business days, it shall be escalated for resolution to the parties’ senior representatives.
9.3 The parties shall irrevocably submit to the nonexclusive jurisdiction of the Canada’s courts for the purpose of hearing and determining any dispute arising in connection with these Terms, if the parties cannot resolve such dispute by the procedure set out above.
9.4 These Terms shall be governed by and construed in accordance with Canadian Law.
10.1 Either party shall be entitled to terminate these Terms forthwith upon written notice at any time.
10.2 Chengqi Financial shall be entitled to terminate these Terms without notice and to terminate or suspend any Transaction or Services forthwith without prejudice to its own rights accrued at the date of such termination and to recover damages in the event of a) any material breach by the Customer of its obligations hereunder or b) if the Customer shall be adjudged bankrupt or has a receiving order against it, or being a company, has a petition for an administration order or winding up order presented against it, or if any administrator, administrative receiver or receiver is appointed of the whole or any part of its assets or undertaking or a winding-up order is made against the Customer or the Customer goes into voluntary liquidation (other than for the purpose of reconstruction or amalgamation) or, (in either case) if the Customer calls a meeting or makes arrangement or composition with creditors or allows execution or distress to be levied against its goods.
11.1 As an authorised money services business, Chengqi Financial is subject to money laundering statutes, laws and regulations. The Customer therefore agrees to provide to Chengqi Financial on demand such information about its identity and its financial and business affairs as Chengqi Financial may reasonably require in order to comply with all such money laundering statutes, laws and regulations.
11.2 The Customer warrants that it shall at all times deal with Chengqi Financial in good faith and in accordance with honest business practices and in compliance with all relevant statutes, laws and regulations Chengqi Financial reserves the right to take such further measures as it shall in its absolute discretion deem to be necessary (including, without limitation, undertaking further verification checks and freezing accounts) in order to satisfy itself that the Customer is acting in compliance with such statutes, laws and regulations.
11.3 The Customer further warrants that it is, at all times, acting as a principal on its own account and has full power and authority to enter into an agreement with Chengqi Financial and to undertake any Transaction.
12. Data Protection
12.1 Chengqi Financial reserves the right to monitor traffic over the Platform in order a) to detect abuse and b) for billing purposes. Information gathered in this manner will be classed as confidential.
12.2 The Customer agrees and consents to a) the recording by Chengqi Financial of telephone conversations between the parties with or without an automatic tone warning advice and b) the use of such recordings or transcripts from such recordings as evidence in any dispute or anticipated dispute between the parties.
13.1 Any notice required under these Terms or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by first class prepaid letter, put on the Chengqi Financial website, put on the Chengqi Financial platform or sent by facsimile or e-mail to the respective addressee at its usual place of business or to such other address, facsimile number or e-mail address as may have been notified to the party giving the notice.
13.2 Any such notice shall be considered to have been served if by personal delivery when delivered if by first class post 48 (forty-eight) hours after posting and if by legible facsimile transmission or by successful email transmission when dispatched.
14.1 These Terms govern all Transactions and Services between the parties and include use of the Platform. Chengqi Financial may amend these Terms from time to time but shall notify the Customer of any such amendments. The Customer may not amend these Terms except as agreed in writing between the parties.
14.2 These Terms contain the entire agreement between the parties and supersede all prior agreements, arrangements and understandings.
14.3 Both parties agree to keep confidential and not disclose to any third party any of the other party’s confidential or proprietary information received hereunder, including, without limitation, the User ID and Password and any documentation received from Chengqi Financial.
14.4 Chengqi Financial will have no responsibility or liability for any event which occurs under or pursuant to these Terms beyond Chengqi Financial’s reasonable control, including without limitation, strike, lockout or other industrial action, computer or electronic system breakdown, interruption to the internet or power failure.
14.5 If any provision of these Terms is held to be invalid, the validity of the other provisions shall remain unaffected.
14.6 No failure or delay by Chengqi Financial to exercise any right under these Terms shall be considered a waiver of that right, and no waiver by Chengqi Financial of any breach of these Terms shall be considered a waiver of any subsequent breach of these Terms.
14.7 Chengqi Financial reserves the right to assign or subcontract all or part of the Services to any third party.
14.8 Nothing in these Terms shall create, or be deemed to create, a partnership between the parties.