Corporate Terms & Conditions
IMPORTANT INFORMATION: These are the terms and conditions of the agreement between Centtrip Limited (Centtrip), PFS Card Services (Ireland) Limited (PCSIL) and you, the person entering into the agreement in relation to your Global Currency Account and Centtrip Prepaid Mastercard® card.
Please read this Agreement carefully before activating your Global Currency Account. The terms of this Agreement and fees displayed on the Online System (or otherwise agreed with you) shall apply to all Clients.
Services are provided in partnership with named companies and are subject to our Terms and Conditions in accordance with all service partners. For full details of our products and services please refer to www.centtrip.com.
Regulatory statement
Centtrip Limited is a company registered in the UK with company number 08651138. Centtrip Limited is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution under registration number FRN 900717. Registered office: 1 Mark Square, London, EC2A 4EG. For more information on EMIs please visit the FCA’s website: https://www.fca.org.uk/firms/electronic-money-payment-institutions.
The Centtrip Prepaid Mastercard is issued by PFS Card Services (Ireland) Limited pursuant to a license by Mastercard.
PFS Card Services (Ireland) Limited, trading as (PCSIL) is regulated by the Central Bank of Ireland.
PFS Card Services (Ireland) Limited, trading as PCSIL, is authorised and regulated as an issuer of electronic money by the Central Bank of Ireland under registration number C175999. Registered office: EML Payments, 2nd Floor La Vallee House, Upper Dargle Road, Bray, Co. Wicklow, Ireland.
Issuance of electronic money
Dependent on the currencies involved and the type of transaction, e-money is issued by Centtrip or PCSIL.
Where you hold funds on account:
If you hold a balance on your account in these currencies (AED – UAE Dirhams, BHD - Bahraini Dinar, CNY - Chinese Yuan, KWD - Kuwaiti Dinar, MXN – Mexican Peso and SGD – Singapore Dollar), Centtrip is the e-money issuer. For all other currencies, PCSIL are the e-money issuer.
In settlement of a FX conversion where funds are received after Confirmation and onward payment is made to another account following receipt of the sold currency:
E-money is issued by Centtrip in relation to any payment directly related to the settlement of an FX conversion where the sold amount is sent to Centtrip after execution of the transaction and onward payment is being made to another account (and not held on account).
In settlement of a Forward FX conversion:
On receipt of the sold currency from the customer, the purchased currency amount is issued as e- money by Centtrip and onward payment made as an e-money related payment.
Section One - Terms and Conditions for Centtrip Global Currency Account
1. Definitions
“Account” means a single account held by Centtrip for the Client’s funds.
“Account Fee” means the fees and charges payable by the Client for the Services provided by Centtrip. This includes but is not limited to all transactional and operational Account related fees to: load/unload funds to/from your Account, perform Foreign Currency transactions, make payments (using international wire transfer (SWIFT), Single Euro Payments Area (SEPA) or Faster Payments), issue Card(s) associated with your Account and this includes a monthly Inactive Operating Account Fee that will apply in the event your Account remains dormant or inactive for more than 12 months. The schedule of fees that apply to your Account are available under the fees section of your online Centtrip Global Account and the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
“Account Application” means Centtrip’s Business Account Application and other information submitted by the applicant or Client prior to the execution of any transaction on behalf of the Client.
“Account Information Service Provider (AISP)” A party which provides account information services as an online service to provide consolidated information on one or more payment accounts held by you with one or more payment service provider(s).
“Agreement” means these Terms and Conditions (as amended from time to time), the Account Application Terms and Conditions (as amended from time to time) and the particulars of any Confirmation.
“Authorised Party” means any natural person listed as an “Authorised Party” on the Account Application or subsequently added by Client.
“Balance Due” means the amount of funds sold to Centtrip by the Client less any Margin Amount already paid.
“Balance Due Date” means the date on which payment must be received by Centtrip. The Balance Due Date must be a Business Day.
“Beneficiary” means the Client or any third-party payee so designated by the Client.
“Blocked Person” means any person or organisation: (i) listed in Schedule 2 of the Terrorism Act 2000 (as amended), (ii) listed on the HM Treasury’s Consolidated List of Financial Sanctions Targets, (iii) owned or controlled by, or acting for or on behalf of, any person listed in Schedule 2 of the Terrorism Act 2000 or HM Treasury’s Consolidated List of Financial Sanctions Targets, (iv) with which Centtrip is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (v) with whom Centtrip believes it is prohibited from conducting transactions by virtue of any government- issued sanctions presently in force or created at a future date, or (vi) that commits, threatens or conspires to commit or supports “terrorism” as defined in the Terrorism Act 2000, or (vii) listed on local European member state government restricted persons list.
“Business Day” means a day on which banks are open for general banking business in all jurisdictions involved in the Trade or payment transaction, including in the case of a Trade both countries of the currencies involved in the Trade.
“Card” means the Centtrip Prepaid Mastercard® that is issued by PFS Card Services (Ireland) Limited (PCSIL) pursuant to a licence from Mastercard International Incorporated to each of the Client’s User(s) and subject to the third party PCSIL’s standard terms and conditions that are set out in Schedule 2.
“Card Fee” means the standard fees, charges and limits that are associated with the use of your Card and subject the third party PCSIL terms and conditions in Schedule 2 which includes but is not limited to, Card Replacement Fee and Inactive Account Maintenance Fee. Details of these fees are set out in the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
“Centtrip” means Centtrip Limited (registered number 08651138) whose registered office is at 1 Mark Square, London, EC2A 4EG.
“Client” means the person named in the Account Application that is entering into this Agreement with Centtrip.
“Confirmation” means a) the Trade Confirmation sent by Centtrip to the Client setting out details of the Trade, or b) the payment confirmation sent by Centtrip to Client setting out the details of the payment instruction.
“Currency Conversion Contract” means a Trade placed by the Client with Centtrip to convert funds into a Foreign Currency.
“Currency Conversion Contract Summary Email” means the summary email sent by Centtrip to the Client setting out details of the requested Currency Conversion Contract, including payment instructions and next steps.
“Currency Conversion Confirmation Email” means the confirmation email sent by Centtrip to the Client following the successful completion of a Trade involving a Currency Conversion Contract that confirms the Foreign Currency conversion amount and how the Client can access the funds.
“Delivery Date” means the date on which funds will be remitted by Centtrip upon receipt of the Client’s payment instruction, provided the Client has fully paid for the purchased funds, associated fees and complied with this Agreement. The Delivery Date must be a Business Day.
“E-money” is electronic monetary value, which is the digital equivalent of cash and is issued by an e- money institution and stored on or allocated to an electronic device issued and usable for payments. The Client’s Centtrip Global Currency Account is made up of one or more e-money currency wallets reflecting the balance of e-money issued. E-money can be transferred between the Client’s Global Currency Account and Centtrip Prepaid Mastercard(s) via the Online System.
“Facility” means any trading lines, settlement line or foreign currency exposure limit that Centtrip has granted to the Client.
“Foreign Currency” means any currency offered by Centtrip to its Clients other than Pound Sterling.
“Forward Contract” means a contract relating to a currency that is a means of payment that: (i) must be settled physically otherwise than by reason of a default or other termination event; (ii) is entered into by at least a person which is not a financial counterparty within the meaning of Article 2(8) of Regulation (EU) No. 648/2012 of the European Parliament and of the Council; (iii) is entered into in order to facilitate payment for identifiable goods, services or direct investment; and (iv) is not traded on a trading venue (as defined in Directive 2014/65/EU of the European Parliament and of the Council).
“Forward Contract Confirmation Email” means the confirmation email sent by Centtrip to the Client following the successful completion of Trade involving a Forward Contract that confirms the transaction and availability of the funds.
“Forward Contract Summary Email” means the summary email sent by Centtrip to the Client setting details of the requested Forward Contract, including payment instructions and next steps.
“Inactive Card Maintenance Fee” means the monthly fee that will be deducted by the Card provider from the available balance of a Card held by a User that has been inactive or dormant starting on the first day of the 13th month following the last activity on the Card for the amount set out in the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
“Inactive Operating Account Maintenance Fee” means the monthly fee that will be deducted by Centtrip from the available balance of an operating Account held by a Client that has been inactive or dormant for over twelve (12) months starting on the first day of the 13th month following the last activity on the Account for the amount set out in the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
“Insolvent” means insolvent or otherwise unable to pay its debts as they become due, or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from creditors.
“Interest Rate” means two percent (2%) above the London Interbank Offered Rate from time to time. The daily Interest Rate shall be the Interest Rate divided by three hundred and sixty-five.
“Loss(es)” mean any and all market losses associated with movements in the foreign exchange rates, damages, costs, liabilities, losses, claims, judgments, penalties, fines, expenses (including reasonable legal and accountants’ fees and expenses), costs of investigation, amounts paid in settlement, court costs and other expenses of litigation.
“Margin Amount” means security, expressed as a percentage of the funds sold to Centtrip or an absolute value. Margin Amount may be required by Centtrip as a condition of the Trade. Subject to Force Majeure, Margin Amounts are non- refundable until maturity of the Trade.
“Online System” means any electronic system, interface or platform provided by Centtrip to its Clients for the purpose of placing Trades, making payments, and payment and account management. Centtrip may revise the Online System at any time or change its domain, without prior notice and without the Client’s consent.
“Parties” means the Client and Centtrip.
“Payment Initiation Service Provider (PISP)” A party who provides an online service to initiate a payment order at your request with respect to your account held at a Payment Service Provider. in relation to your account held at a Payment Service Provider.
“Payment Services Directive 2 (PSD2)” An EU Directive 2015/2366 relating to payment services as amended or replaced from time to time and transposed into law as the Payment Services Regulation 2017.
“Payment Service Provider (PSP)” An entity which carries out regulated payment services.
“Services” means Centtrip’s provision of various foreign exchange and related services, including, without limitation, buying and selling of foreign currencies and making or receiving of cross-border payments, purchase and sale of wires and bank drafts in foreign currency.
“Subscription Account” means a type of Client account where a monthly fee is payable for a specified period of time and within agreed allowances.
“Trade” means an order placed with Centtrip via telephone, facsimile, electronic mail, or online, or any other mutually agreeable means by which trades are communicated between the Client and Centtrip.
“Unique Identifier Information” has the meaning given in Clause 6.16.
“User” means any Authorised Party authorised by Client to use the Online Service.
2. Trades and Confirmations
2.1. Trades
By placing a Trade with Centtrip, the Client agrees to: (a) pay all applicable Trade transaction related fees and charges as set out in the fees section of the Online Platform (b) reaffirm the Client’s representations in Clause 9 below; and (c) confirm the accuracy of the information in the Client’s Account Application. Upon receipt of a Trade submitted in accordance with Centtrip’s Trade process, Centtrip will issue a Confirmation to the Client confirming the Trade as stated in the Confirmation. The Client will also be able to view details of the trade within the Online System. The Client acknowledges that the Client is solely responsible for the accuracy of the Trade and agrees to keep copies of any Trades transmitted to Centtrip. The Client assumes all risk that the Trade is altered during its transmission and agrees to carefully review the Confirmation. Subject to this Agreement, Centtrip is under no obligation to provide any Service unless a Confirmation has been delivered to the Client.
2.2. Confirmations
The Client agrees to promptly notify Centtrip if the Client does not receive a Confirmation for its Trade or a payment instruction. The Client agrees that in order to perform transactions for the Client, Centtrip must assume that the Client’s instructions are those that appear on the Confirmation and therefore the Client will meet its related financial obligations unless Centtrip is informed by the Client of the error or discrepancy prior to the execution of the Trade Order or release of payment according to payment instruction.
2.3. No Cancellation by Client
Once a Trade has been placed with Centtrip, a Trade may not be cancelled by the Client without written approval from Centtrip, whether such Trade was placed via telephone, facsimile, electronic mail, the Online System or otherwise.
2.4. Trade Suspension or Cancellation
Centtrip may reject, suspend, disregard, or cancel a Trade, or refuse to issue a Confirmation for a Trade, if Centtrip believes, in its sole discretion, that:
- the Trade is unclear;
- the Trade requires any action by Centtrip on a non-Business Day;
- the Trade was not authorised by an Authorised Party;
- Centtrip services have been used for speculative purposes or FX arbitrage; consummation of the Trade would require
- Centtrip to exceed the Facility granted to Client;
- the Client is in default of this Agreement;
- performance of the Services would be unlawful or contravene the requirements of any government or regulatory authority; or
- the Client is Insolvent.
2.5. Currency Conversion Contract
When a Trade is placed by the Client with Centtrip to convert funds into a Foreign Currency, the following process will apply:
- Client will place the Trade order to convert funds into a Foreign Currency in accordance with Centtrip’s processes and using the Online System;
- Centtrip will issue a Currency Conversion Contract Summary Email to the Client upon receipt of the Trade order;
- Client agrees to (a) review the details of the Currency Conversion Contract Summary Email carefully upon receipt as the Client acknowledges that it will be solely responsible for the accuracy of the information that has been provided to place the Trade; and (b) comply with all instructions including the arrangement of the transfer of the funds into the specified bank account before the due date and time;
- Centtrip will send the Client a Currency Conversion Confirmation Email once it has settled the conversion. This email will confirm the settlement amount and how the funds can be accessed by the Client.
3. Fees and Payment
3.1. Payment of Balance Due
The Client shall pay all amounts due to Centtrip on the Balance Due Date. Centtrip may refuse to deliver any funds to Beneficiary unless and until full payment, in the form of good, cleared funds from the Client have been received by Centtrip. Delivery of the funds purchased from Centtrip will be made by Centtrip upon the receipt of payment of the Balance Due and the Client hereby accepts Centtrip’s standing authority to deliver funds upon receipt of such payment. Failure by the Client to make final payment in full by the Delivery Date will result in the Client’s liability as set forth in Clause 3.2, including without limitation interest on the Balance Due, calculated at the Interest Rate. Centtrip reserves the right to deduct said interest from the purchased funds and any funds in the Client’s Account.
3.2. Non-Payment
If the Client fails to make payment for the transaction when required, Centtrip may cancel the Trade or proceed with the transaction and take any and all steps necessary to recover the balance due. The Client indemnifies and holds Centtrip harmless from any and all Losses incurred by Centtrip as a result of the Client’s failure to pay the amount due, with daily interest accruing at the Interest Rate on all unpaid amounts. Centtrip reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.3. Right of Offset
Centtrip may satisfy or partially offset any liability that may arise against any collateral Centtrip holds for the Client, or any obligation Centtrip has to the Client, without prior notice to the Client. In the event such collateral is insufficient, the Client will remain liable to Centtrip and will promptly pay on demand the amount of any Losses suffered by Centtrip or its affiliates.
3.4. Payment Instructions
Provided that the Client has fully paid for the funds purchased from Centtrip and complied with this Agreement, Centtrip will hold those funds until Centtrip’s receipt of payment instruction from the Client in accordance with Clause 6.15.
3.5. Subscription Accounts
Where the Client is accessing services provided by Centtrip using a Subscription Account, the Client acknowledges and agrees that the Subscription Account will be subject to the Subscription Account Fees terms and conditions that are set out in Schedule 1 and subject to relevant Card Fee(s), including but not limited to, an Inactive Card Maintenance Fee.
3.6. Payment of Fees and Charges
Except for Subscription Accounts, Services provided by Centtrip are subject to the payment of certain fees and charges, this expressly includes the Account Fee(s) and Card Fee(s). Centtrip will confirm all fees and charges that will be due and payable by the Client as part of the Account Application process.
Account Fee(s) will be paid in accordance the fee schedule is available from within the fees section of your online Centtrip Global Currency Account and any other relevant applicable charges in accordance with the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
Card Fee(s) will be paid in accordance with the Centtrip Prepaid Mastercard Terms and Conditions under Schedule 2 and the schedule of fees and the Fee Limits Schedule available online from the Centtrip website: What are Centtrip's standard card fees and limits?
All fees and charges will be paid at such time they are incurred, depending on the terms applicable to such fee or charge, and your Account will be subject to a monthly re-occurring Inactive Card Maintenance Fee and/or Inactive Operating Account Maintenance Fee if you do not use your Card or Account for longer than 12 months and you have not cancelled services prior to such payment becoming due and payable, either from your Centtrip Account or Card or by you from other sources.
When entering into a Currency Conversion Contract for a Trade or Forward Contract the Applicable Exchange Rate and any associated charges will be confirmed by Centtrip at the time of the relevant transaction.
Centtrip may revise or amend its fees and charges over time and, if so, we will notify you in advance in accordance with Clause 13. Centtrip also reserves the right to waive or reduce any fees or charges at its discretion.
4. Access by Third-Party Providers
4.1. You may consent to regulated third party providers (PISPs or AISPs) accessing your account online to make payments or obtain information about balances or transactions on your card and/or account.
4.2. The PISPs and/or AISPs must be appropriately registered and authorised in accordance with PSD2. You should check with the regulatory authority of the relevant country before giving consent.
4.3. Any consent you give to a third-party provider is an agreement between you and it. We will have no liability for any loss whatsoever, as a result of any such agreement.
4.4. Before giving consent, you should satisfy yourself as to what degree of access you are consenting to, how it will be used and who it may be passed on to.
4.5. You should make yourself aware of any rights to withdraw the consent of access from the third party and what process they have in place to remove access.
4.6. To the extent permitted by law or regulation and subject to any right to refund you may have under this Agreement, between you and us, we are not responsible for any actions that the relevant third party takes in relation to suspending or terminating your use of their service or for any resulting losses. We are also not responsible for, or a party to, any agreement that you enter into with any relevant third party. You should make sure that you read and comply with such agreement or other applicable policies and note that this Agreement will continue to apply including any services and our fees as stated.
4.7. Where appropriate, we may deny access to your account, for any third party where we consider it to be a risk of money laundering or terrorism financing, fraud, or other criminal activity. Should we need to take these actions and where possible, we will give reasons for doing so unless restricted by law or for internal security reasons.
5. Additional Conditions Applicable to Forward Contracts
5.1. Authorisation
The Client hereby authorises Centtrip to enter into Forward Contracts based on Trades from the Client in accordance with the terms and conditions of this Agreement. The Client acknowledges and agrees that Centtrip may require the Client to provide it with information relating to a proposed Trade in a Forward Contract so as to verify the purpose of the Trade, in particular to ensure that the purpose of the Client in respect of such Trade falls within the definition of “Forward Contract” as specified herein. The Client agrees that Centtrip may in its sole discretion determine that a proposed Trade does not fall within the definition of a “Forward Contract” and in such case Centtrip shall not accept such proposed Trade. If a proposed Trade in a Forward Contract is accepted, Centtrip will provide the Client a Forward Contract Summary Email that confirms the details of the particular transaction and in accordance with Clause 5.2 and 5.3 will stipulate the initial margin or deposit amount that will be payable immediately and the date when full payment of remaining balance is due The Client acknowledges that each Forward Contract is governed by and subject to the terms and conditions of this Agreement and, upon acceptance by Centtrip orally, online, or in writing, that each constitutes a binding contract. Forward Contracts may not be cancelled by the Client once the Trade is placed with Centtrip.
5.2. Initial Margin Amounts
When entering into a Forward Contract, Centtrip, in its sole discretion, may require the Client to pay to Centtrip an initial margin amount or deposit as collateral in accordance with the Forward Contract Summary Email. Should the Client fail to pay the specified deposit within twenty-four (24) hours of the Trade date, Centtrip may cancel the Forward Contract with immediate effect. In such event the Client shall be liable to Centtrip for any and all Losses and agrees to pay for such Losses within 24 hours, including market losses and expenses incurred in connection with the cancellation. Centtrip, however, shall have no obligation or liability to the Client.
5.3. Additional Margin Amounts
From time to time during the term of the Forward Contract, Centtrip, in its sole discretion, may require the Client to pay to Centtrip certain margin amounts to maintain the relative value of the funds purchased from Centtrip. Should the Client fail to pay such additional margin amounts within twenty-four (24) hours of Centtrip’s demand (or as otherwise specified by Centtrip), Centtrip may cancel the Forward Contract with immediate effect or complete the transaction. In such event the Client shall be liable to Centtrip for any and all Losses and agrees to pay for such Losses within 24 hours, including market losses and expenses incurred in connection with the cancellation. Centtrip, however, shall have no obligation or liability to the Client, and Centtrip’s sole liability to the Client is the return of any balance remaining of the margin amount paid by the Client after deducting any Losses suffered by Centtrip sustained in connection with the Client’s default.
5.4. Forward Contract Confirmation Email
Centtrip will send the Client a Forward Contract Confirmation Email once it has completed the Trade associated with the Forward Contract. The email will confirm the transaction and availability of the funds.
5.5. Risks Involved
The Client acknowledges that the foreign currency market is volatile. The Client expressly accepts the risk that if the currency of the purchased funds changes in value during the period covered by the Forward Contract, the value of the amount of currency which the Client agreed to sell to Centtrip may be less favourable than the current price for the purchased currency. The Client is aware that Forward Contracts purchased hereunder are not “specified investments” within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended) or any other legislation governing the regulation of financial activities in the UK and are therefore not regulated instruments under the UK’s financial regulatory regime.
6. Online System
6.1. Registration
In order to use the Online System, the Client will be required to create an electronic account and agrees to provide Centtrip with a written list of Users that the Client would like to access and use the Online System on the Client’s behalf. Upon Centtrip’s approval of such Users, Centtrip grants such Users a non-exclusive, non-transferable license to use the Online System for the sole purpose of accessing the Services. Users may have full or limited access to the Online System, in Centtrip’s sole discretion. If the Client desires for Centtrip to terminate one of its User’s access to the Online System, the Client agrees to issue such request in writing, to be confirmed by Centtrip in writing. Without limiting this Section 6, until such time as Centtrip confirms such User’s access has been terminated, such User may remain authorised, and Client will remain responsible for any transactions placed and other activity by such User.
6.2. Access
It is the sole responsibility of the Client and the User to safeguard the security of the User’s password, and periodically change the User’s password thereafter to ensure security.
6.3. Use of the Online System
The Client agrees that its Users will not use the account of another person without permission and will provide accurate and complete information to Centtrip in all circumstances. The Client and the User expressly acknowledge and agree that such use of the Online System must be in accordance with this Agreement and any additional user agreement or manual provided by Centtrip, including maintaining any minimum operating and internet browser requirements. Centtrip may suspend, limit, or terminate a User’s access or Client’s access to the Online System, without notice for any reason set forth in Clause 8.
6.4. The Client and User are solely responsible for any and all activity on the Client’s Account (save as set out in this Clause 6), and each agrees to notify Centtrip immediately upon becoming aware of any unauthorised use of the Client’s Account.
6.5. Centtrip will have no responsibility other than as set out in this Clause 6 for any Losses incurred by the Client by reason of the use of the Client’s Account, and the Client agrees to hold Centtrip harmless from any expenses or Losses Centtrip may incur by reason of the use of the Client’s Account (in each case, whether such use is authorised or unauthorised). The Client agrees that its Users, employees, agents or affiliates will:
6.5.1. not attempt to collect or harvest any personally identifiable information, including account names of other clients;
6.5.2. only use the Online System for the purpose set out in Clause 6.1 (and not for any commercial purpose); and
6.5.3. not use the Online System in any way that may damage, disable, overburden, or impair Centtrip’s servers or networks or interfere with any other client’s use and enjoyment of the Online System.
6.6. The Client will not try to gain unauthorised access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means.
6.7. Electronic Communications from Centtrip
The Client acknowledges that the Online System may include certain communications from Centtrip or its partners, such as service announcements and administrative messages, and that these communications are considered part of the online service and the Client may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new Service, shall be subject to this Agreement.
6.8. Copyright/Trademark Notice
The Online System, the content therein, and all intellectual property pertaining thereto and contained therein (including but not limited to copyrights, patents, trademarks and service marks) are owned by Centtrip or licensed through third parties, and all rights, title, and interest therein and thereto shall remain the property of Centtrip or of such third parties.
6.9. Online System Provided “As Is”
The Online System (and all other related services) is provided “as is” with no representations or warranties of any kind, either express or implied. Centtrip shall have no responsibility for transmission errors, faulty or unreliable internet connections or website downtime. All Limitation on Liability and Indemnity terms set forth in Clause 12 shall apply fully to the Client or User’s use of the Online System, as well as any other means of accessing such Services.
6.10. Suspending the Client’s use of the Online System
Centtrip may stop, suspend, or restrict the Client’s or a User’s access to the Services using the Online System if Centtrip reasonably considers it necessary:
6.10.1. for security reasons;
6.10.2. because Centtrip suspects that someone is using the Online System without the Client’s permission or fraudulently; or
6.10.3. because there is a significantly increased risk that the Client may be unable to fulfil its liability to repay any sums it owes Centtrip.
6.11. Centtrip will always try to inform the Client by telephone before Centtrip stops, suspends, or restricts the Client’s or a User’s ability to access the Services using the Online System and its reasons for doing so. Where Centtrip is not able to inform the Client before, Centtrip will inform the Client immediately afterwards. Centtrip will not inform the Client under this Clause where it would be unlawful to do so, or if informing the Client would compromise Centtrip’s reasonable security measures.
6.12. Centtrip will lift any stop, suspension or restriction on the Client’s or a User’s access to the Services using the Online System as soon as is practicable after the reasons for the stop, suspension or restriction no longer exist. The Client can call Centtrip on +44 (0)20 3735 1735 to ask Centtrip to lift any stop, suspension or restriction.
6.13. Security of the Online System
The Client must ensure that its Users take all reasonable steps to keep safe their password and/or security information for the Online System. This includes Users:
6.13.1. not telling any other person their password and/or security information;
6.13.2. not choosing obvious passwords and/or security information;
6.13.3. not writing down their password and/or security information in a way that could be easily recognised by someone else.
6.14. The Client must notify Centtrip by telephone or in writing without undue delay on becoming aware of the loss or theft of a User’s password and/or security information for the Online System, or the unauthorised use of the Online System.
6.15. Making Payments from the Account
The Client can instruct Centtrip to make a payment to a Beneficiary using the Online System by inputting the payment details and clicking ‘confirm’ when prompted. Centtrip will treat this as the Client consenting to Centtrip processing the payment in accordance with the terms of this Agreement. The Client cannot withdraw or amend a payment instruction once it has been submitted.
6.16. The Client must provide:
6.16.1. in respect of payments to an account in the United Kingdom, the Beneficiary’s account number and sort code;
6.16.2. in respect of international payments, the Beneficiary’s International Bank Account Number and Bank Identifier Code and/or such other information as Centtrip may advise on the Online System, and Centtrip will use this information to process the Client’s payment instruction. Centtrip refers to this information as the “unique identifier information” and the Client agrees to check it carefully before submitting it to Centtrip.
6.17. Centtrip will begin processing the payment when it receives the Client’s payment instruction save that if Centtrip receives the Client’s payment instruction:
6.17.1. after 12pm UK time on a Business Day; or
6.17.2. on a day that it not a Business Day in the United Kingdom, the Client’s instructions will be treated as being received by Centtrip on the next Business Day.
6.18. Centtrip may refuse to process, or delay the processing of, a payment where Centtrip’s banking or other payment provider partner(s) refuse to process, or delay the processing of, the payment. This may be for reasons relating to sanctions, anti-money laundering and/or other regulatory issues. Centtrip may need to ask the Client for additional information before Centtrip’s banking or other payment provider partner(s) will process the payment. Centtrip will not be liable to the Client for any Losses it suffers arising out of or in connection with such refusal to process, or delay in processing, the payment.
6.19. Payments into the Account
Payments into the Client’s Account can be made by electronic transfer or e-money wallet-to-wallet transfer only. All funds that are received from the Client for which e-money is issued are segregated accordingly and, where required by law, Centtrip will deposit such funds into a separate ring-fenced account with another institution. The purpose of this is to protect the Client’s funds from claims made by other creditors if, for example, Centtrip becomes insolvent. The Financial Services Compensation Scheme is not applicable for this product.
6.20. Exchange Rate
Once the Client approves a Trade, either by clicking “Yes” or otherwise, the Client shall be responsible for such Trade. The exchange rate visible on the computer screen at the time the Client places the Trade will be the exchange rate applicable to the Client’s Trade. Once placed, a Trade may not be cancelled by the Client without written approval from Centtrip.
6.21. Unauthorised and Incorrectly Executed Payments
The Client must notify Centtrip by telephone or in writing without undue delay (and in any event no later than 13 months after the date the amount is debited from the Account) on becoming aware of an unauthorised payment or a payment that has been incorrectly executed by Centtrip.
7.6.22. Unauthorised Payments
If the Client notifies Centtrip that a payment from its Account was not authorised in the manner set out in Clause 6.15 Centtrip will, subject to Clause 6.23:
6.22.1. refund the amount of the unauthorised payment to the Client as soon as practicable (and in any event no later than the end of the Business Day following the day on which the Client notifies Centtrip of the unauthorised payment); and
6.22.2. where applicable, restore the Account to the state it would have been in had the unauthorised payment not taken place.
6.23. Centtrip will not provide a refund pursuant to Clause 6.22.1 where it has reasonable grounds to suspect that the Client has been engaged in fraudulent behaviour.
6.24. The Client’s maximum liability for any losses it incurs in respect of unauthorised payments arising from the Client’s or a User’s password and/or security information for the Online System being lost or stolen is £35, except where:
6.24.1. the loss or theft of the Client’s or User’s password and/or security information for the Online System was not detectable by the Client prior to the payment;
6.24.2. the loss was caused by the acts or omissions of an employee, agent or branch of Centtrip, in which case, the Client shall not have any liability in respect of such unauthorised payments (unless it has acted fraudulently).
6.25. Centtrip will not provide the Client with a refund in respect of unauthorised payments arising from the Client’s or a User’s password and/or security information for the Online System being lost or stolen where the Client or a User has acted fraudulently or has with intent or gross negligence failed to comply with Clause 6.13 or 6.14.
6.26. The Client will not be liable for any losses it incurs in respect of unauthorised payments arising from the Client’s or a User’s password and/or security information for the Online System being lost or stolen:
6.26.1. which arise after the Client has notified Centtrip in accordance with Clause 6.14;
6.26.2. where Centtrip has failed to provide the Client with the means to notify Centtrip in accordance with Clause 6.14;
6.26.3. where Centtrip fails to require strong customer authentication where it is legally required to do so.
6.27. Incorrectly Executed Payments
Where the Client instructs Centtrip to make a payment and Centtrip fails to do so or makes it incorrectly, Centtrip will, without undue delay, refund to the Client the amount of the payment (if the payment has been debited from the Client’s Account) and restore the Account to the state it would have been in so that it is as if the payment had not taken place, except where:
6.27.1. the Client has provided Centtrip with the wrong unique identifier information for the Beneficiary; or
6.27.2. Centtrip can show that the funds were received by the Beneficiary’s bank.
6.28. Where Centtrip fails to credit funds that it receives for the Client to the Client’s Account, Centtrip will immediately make available the relevant amount to the Client and, where applicable, credit the corresponding amount to the Client’s Account (so that it is as if the Client received the funds when it should have done).
6.29. Where a payment the Client has instructed Centtrip to make has been made incorrectly, Centtrip will, if the Client asks Centtrip to, immediately, and without charge to the Client, make efforts to trace the incorrectly made payment and notify the Client of the outcome.
6.30. Where Centtrip makes a payment transaction using the unique identifier information that the Client provides for the Beneficiary, and the unique identifier information is incorrect, Centtrip will not have any liability for the payment not being made or being made incorrectly. Centtrip will however make reasonable efforts to recover the funds involved in the payment. If Centtrip is unable to recover the funds, it will, on receiving a written request from the Client, provide the Client with all of the available relevant information Centtrip has so the Client can file a legal claim for repayment of the funds (except where it would be unlawful for Centtrip to provide this information).
6.31. Where funds are paid into the Client’s Account by mistake, Centtrip can take them back and return them to the payer. The Client agrees to notify Centtrip if it receives any funds into its Account by mistake. If Centtrip is unable to recover the funds from the Client, Centtrip may be required to provide the payer with all relevant information to assist them in collecting the funds from the Client (and such information may include the Client’s personal information).
6.32. Fraud and Security Threats
Centtrip will contact the Client by telephone or by sending a message on the Online System if there are suspected or actual fraud or security threats related to the Client’s Account.
6.33. Spending Limits
Centtrip and the Client may from time to time agree spending limits that apply to payments instructed by the Client using the Online System.
6.34. Account Information
The Client can view information about its Account (including payment information) using the Online System. The Client can download such information in PDF format from the Online System at any time. Centtrip will not send the Client a paper statement unless the Client requests one from the Centtrip Client Support Team.
7. Force Majeure
In the event that Centtrip is unable to deliver, or is delayed in delivering, purchased funds due to circumstances beyond Centtrip’s control, including but not limited to government acts, wars, strikes, riots, other civil disturbances, legal process, electronic failure or mechanical failure, the Client agrees that Centtrip shall have no liability for direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of profits or expenses, arising in connection with any transaction entered into with the Client pursuant to this Agreement, any Contract or any Confirmation.
8. Term and Termination
8.1. This Agreement will commence on the date that Centtrip advises when Centtrip confirms to the Client that the Client’s Account Application has been accepted (which shall be at Centtrip’s sole discretion) and shall continue in force until terminated by either Centtrip or the Client in accordance with these terms and conditions.
8.2. The Client may end this Agreement at any time on providing Centtrip with not less than one (1) month’s written notice.
8.3. Centtrip may end this Agreement at any time on providing the Client with not less than two (2) months’ written notice.
8.4. Centtrip may end this Agreement immediately at any time without notice if:
(a) the Client is Insolvent;
(b) an applicable regulatory or law enforcement authority initiates a regulatory or enforcement action or investigation against the Client which, in the reasonable judgment of Centtrip will materially impair the terms of the Agreement, the expected economic value of this Agreement, or the business reputation of Centtrip;
(c) the Client breaches this Agreement or any terms of a Trade; or
(d) the transactions originating under this Agreement are deemed by Centtrip, in Centtrip’s sole discretion, to represent a regulatory compliance or business risk.
8.5. Where the Agreement is terminated, all amounts owed by the Client to Centtrip shall become immediately due and payable. Termination of the Agreement shall be without prejudice to any rights, obligations, claims and liabilities which have accrued prior to the date on which the Agreement terminates.
9. Representations and Warranties
The Client represents and warrants that:
(a) the Client has the authority to enter into the Agreement;
(b) all information on the Account Application is true and complete, and Client will promptly advise Centtrip of any changes to such information.
(c) the Client will have legal title to all funds used in connection with Trades entered into hereunder;
(d) the Client will fully comply with all applicable laws and regulations;
(e) the Client has all requisite authorizations and approvals to make any payments for the Services.
10. Anti-Money Laundering and Anti-Terrorism Laws
The Client represents and covenants, that the Client:
(a) is familiar with all applicable laws, regulations, orders, etc. in effect from time to time relating to anti-money laundering and counter terrorism (“Anti-Money Laundering and Terrorism Laws”) of the United Kingdom, including the Terrorism Act 2000, the Proceeds of Crime Act 2002, the Serious Organised Crime and Police Act 2005 and the Money Laundering Regulations 2017;
(b) acknowledges that the Client’s transactions are subject to applicable Anti-Money Laundering and Terrorism Laws, and that Centtrip may provide information to governmental authorities to assist in such regard;
(c) will comply in all material respects with all applicable Anti-Money Laundering and Terrorism Laws;
(d) acknowledges that Centtrip’s performance hereunder may also be subject to compliance with all applicable Anti-Money Laundering and Terrorism Laws;
(e) is not a Blocked person and will not conduct business with any Blocked Person, and none of its shareholders or Authorised Parties are Blocked Persons;
(f) will take such other action as Centtrip may reasonably request in connection herewith;
(g) will inform Centtrip as soon as practicable of any changes to the Client’s details, this includes changes to (but not limited to) ownership, addresses, company name, directorships, solvency or any other matters which may affect the Clients’ company profile.
11. Confidentiality and Data Protection
11.1. Confidentiality of Personal Information
Centtrip does not disclose non-public personal information about its Clients or former Clients, but may disclose such information in certain limited circumstances such as the following:
(a) where it is necessary to effect, administer, or enforce a transaction requested or authorised by the Client, or in connection with servicing or processing a financial product or service requested or authorised by the Client,
(b) where such sharing is reasonably necessary to protect the confidentiality or security of Client records, the services or products Centtrip offers, or transactions Centtrip processes or handles,
(c) to protect against or prevent actual or potential fraud, identity theft, unauthorised transactions, claims or other liability, as well as for resolving Client disputes or inquiries or checking credit,
(d) to comply with federal, state or local laws or regulations or other legal requirements, such as subpoenas or other legal process. The preceding list sets forth examples only and is not meant to be comprehensive. Centtrip also restricts access to Clients’ non-public personal information to those employees and agents who need to know that information to provide products or services to the Client or fulfil certain obligations described above. Centtrip also maintains physical, electronic and procedural safeguards to guard Clients’ non-public personal information.
11.2. Data Protection
Centtrip is a separate and independent controller of personal data that it processes for the purposes of performing its obligations in this Agreement. Centtrip and the Client will comply with their respective obligations under applicable data protection law. Before providing Centtrip with any personal data about any individual in connection with this Agreement the Client will draw the individual’s attention to Centtrip’s privacy policy which is available at: https://www.centtrip.com/privacy-terms
12. Limitation of Liability; Indemnity
12.1. Centtrip shall not be liable (whether in contract, tort (including negligence), under statute or otherwise) to the Client for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, incurred by the Client as a result of this Agreement.
12.2. Nothing in this Agreement shall exclude or limit one party’s liability to the other for:
12.2.1. personal injury or death caused by its negligence;
12.2.2. its fraud or fraudulent misrepresentation; or
12.2.3. any matter for which it is not permitted by law to exclude or limit its liability.
12.3. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4. If the Client’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centtrip shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
13. Changes to the Agreement
13.1. Centtrip may change the Agreement at any time (including the Account Fee). Centtrip will provide the Client with written advance notice of any such changes (except in the case of changes to the Applicable Exchange Rate in accordance with clause 13.3Where Centtrip provides you with notice of a change in accordance with this Clause, you do not need to do anything, they will happen automatically. If you are not happy you can contact us to discuss your options, this includes the ability to terminate the Agreement by providing written notice to Centtrip during the notice period. If we do not hear from you during the notice period and before the change comes into effect, we will assume you have accepted the change and they will apply to you from the effective date specified on the notice and stated in this Agreement.
13.2. In some instances, Centtrip may change this Agreement immediately. Despite clause 13.1, changes to this Agreement which are (1) more favourable to you; (2) required by law; or (3) related to the addition of a new service, extra functionality to the existing Services; or (4) changes which neither reduce your rights nor increase your responsibilities, will come into effect immediately if they are stated in a change notice.
13.3. Changes to the Appliable Exchange Rate shall come into effect immediately without notice and you shall not have the right to object to such a change.
13.4. Notwithstanding the above, any changes associated with your Card will be subject to PCSIL’s standard terms and conditions that are set out in Schedule 2. In accordance with clause 18 of Schedule 2 if any updates or amendments are made to the Card related terms and conditions (including Card Fee(s)) we will provide you with at least two (2) months’ notice of any such change.
14. General Terms and Conditions
14.1. Third Parties
A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
14.2. No Waiver
Centtrip’s failure to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights or remedies at a later time.
14.3. Legal Fees
If either party brings an action or proceeding to enforce the terms of this Agreement or declare rights under this Agreement, the prevailing party in any such action, proceeding, trial or appeal will be entitled to its reasonable attorneys’ fees to be paid by the losing party as fixed by the court.
14.4. Counterparts
This Agreement may be executed in one or more counterparts, each of which will constitute an original, but which will together constitute one agreement.
14.5. Severability
If any provision hereof shall be held to be unenforceable, illegal, unlawful or void by a court or body or authority of competent jurisdiction, such provision will be deemed to be severed from this Agreement and the remainder of the provisions hereof shall remain in full force and effect and shall be binding upon the Parties.
14.6. Language
The original language of this Agreement is English, and all notices or other communications given or required under it will be in English. Centtrip will provide a copy of this Agreement to the Client at any time during the term of the Agreement on request.
14.7. Communication
Centtrip will contact the Client by telephone, in writing or by sending a message on the Online System using the contact details provided by the Client in its Account Application.
The Client can contact Centtrip using the following details: Centtrip Limited,1Mark Square, London EC2A 4EG, Tel: +44(0)20 3735 1735, Email: help@centtrip.com
14.8. Complaints
The Client should contact its Centtrip Account Executive if it has a complaint concerning its Account or otherwise in relation to the Agreement. Centtrip will deal with all such complaints in accordance with its complaints handling procedure, which the Client may request a copy of from Centtrip at any time. If Centtrip fails to resolve the Client’s complaint to the Client’s satisfaction, the Client may (if eligible) be able to refer it to the Financial Ombudsman Service free of charge. The contact details of the Financial Ombudsman Service are: The Financial Ombudsman Service, Exchange Tower, London E14 9SR, Tel: 08000234567. Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk
14.9. Governing Law
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
14.10. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter or formation (including non-contractual disputes or claims).
14.11. Assignment
The Client shall not assign this Agreement nor any rights or obligations hereunder without Centtrip’s written consent. If Centtrip provides its written consent to any assignment of this Agreement, the Agreement shall be binding upon the successors, heirs, and assigns of the Parties.
14.12. Telephone Calls
For record-keeping, fraud-detection or training purposes, Centtrip may record telephone calls to or from Centtrip and/or Centtrip’s representatives with respect to the transactions contemplated herein. Centtrip shall not be required to provide copies or tapes of Trades to Clients. If permitted by law, said recordings may be used as evidence for any legal purpose.
14.13. Entire Agreement
This Agreement constitutes the entire agreement between Client and Centtrip with respect to the subject matter hereof and supersedes all previous negotiations, commitments and writings.
Schedule 1 - Subscription Account Fees
This schedule sets out the terms and conditions relating to Subscription Accounts. The Client who has successfully applied for a Subscription Account acknowledges and agrees to also meet the requirements set out under this schedule and the accompanying Account Approval and Order Confirmation Email.
1. Definitions
The Definitions set out below will apply to defined terms used within this Schedule.
“Allowances” The total number of Authorised Persons and cardholders who will be provided with access to the Services associated with the Client Account.
“Direct Debit” The payment method that will be used by Centtrip to collect the monthly Subscription Fees and over allowance usage fees.
“Subscription Account” A type of Client account where an upfront fee is applied in accordance with agreed Allowances and Transaction Fees are applied each time a transaction is performed.
“Subscription Fees” The subscription fees payable by the Client to Centtrip for the User Subscription described in the Account Approval and Order Confirmation Email.
“Third Party Financial Service Provider” The party that will be responsible for entering into a direct agreement with the Client that will govern the Direct Debit arrangements.
“Transaction Fees” Transaction fees will be applied to the Client Account and calculated in accordance with the Account Approval and Order Confirmation Email and the pricing schedule set out in the fees section found within the platform. Transaction fees will be applied at the time of the transaction.
“Initial Subscription Term” This refers to the minimum period of twelve (12) months starting from the date of the Account Approval and Oder Confirmation Email sent to the Client by Centtrip.
“Account Approval and Order Confirmation Email” The Account Holder specific email that will be sent by Centtrip to confirm the agreed Allowances, Subscription Fees and Transaction Fees that will apply to the Account.
2. Subscription Accounts
2.1. Subscription Accounts will be set up with agreed Allowances, calculated in accordance with a tiered fee structure that will enable the Client to access different bundles of Services during the Subscription Term. The agreed Allowances and associated fees that will apply to the Client Subscription Account are set out in the Account Approval and Order Confirmation Email and will be reflected in the fees section of the Client Subscription Account on the Centtrip platform.
2.2. The Client must pay additional charges if the scope of use and agreed monthly Allowances that are set out in the Account Approval and Order Confirmation Email are exceeded. The additional rates that will apply are included in Account Approval and Order Confirmation Email or will be calculated in accordance with Centtrip’s current standard pricing, whichever is the greater amount. Centtrip reserves the right to change the charges during the Subscription Term, if the Client merges with, acquires, or is acquired by another entity which results in additional access to the Centtrip Global Currency Account.
2.3. If the Client has a Subscription Account, they will need to pay a fee for each transaction that is made via the Centtrip platform. The relevant Transaction Fee will be applied as soon as the transaction has been completed and will be calculated in accordance with Account Approval and Order Confirmation Email and the fees section of the Client Subscription Account on the Centtrip platform.
2.4. A Client that holds more than one Subscription Account will need to adhere to the Allowances that have been agreed in relation to each Subscription Account. The virement or transfer of Allowances from one account to another account is expressly prohibited.
3. Payment of Fees
3.1. The Client shall pay the applicable Subscription Fees and Transaction Fees for the Services in accordance with this clause and the Account Approval and Order Confirmation Email.
3.2. Subscription Fees will be due and payable on the 1st day of every month and will be payable by the preferred method of Direct Debit, or by credit card or bank transfer. In accordance with Schedule 1 Clause 2.2, the Client also agrees to pay any additional charges that have been applied during the previous month.
3.3. Client acknowledges and agrees that they need to enter into a separate agreement that will govern the Direct Debit arrangements. These arrangements will be subject to the terms and conditions of the relevant Third-Party Financial Services Provider.
3.4. All amounts and fees stated in this Agreement are inclusive of value added tax. The Client also acknowledges to pay all applicable taxes and duties in addition to the fees quoted, unless valid proof is provided that an exemption applies.
3.5. Centtrip will provide the Client with a monthly statement that relates to subscription usage Fees that have been applied to the Client Account during the previous month. The Client will notify Centtrip in writing, within 15 days after receipt of the statement if an amount is disputed.
4. Term and termination
4.1. The Initial Subscription Term will be twelve (12) months, effective from the date Authorised Uses are provided with access to the Centtrip Global Currency Account and in accordance with the Account Approval and Order Confirmation Email.
4.2. After the Initial Subscription Term, the Client Subscription Account will automatically renew on a month-by-month basis under the same Terms and Conditions.
4.3. Either party may terminate the Subscription Account during the initial Subscription Term by providing the other party with 90 days written notice. If the Client terminates the Subscription Account before the end of the initial Subscription Term, and is paying Subscription Fees on a monthly basis, Centtrip will be entitled to charge the Client an early exit fee that will represent the unpaid Subscription Fees that would have been payable from the effective date of termination until the end date of the initial Subscription Term.
4.4. Either party may terminate the Services after the Initial Subscription Term is complete by providing the other party with 30 days written notice.
5. Changes
5.1. During the Initial Subscription Term and any renewal period, Centtrip can increase or adjust the basis for calculating the fees for Services on a periodic basis as set out in the Account Approval and Order Confirmation Email.
5.2. All requests for changes to the Subscription Account made by Client, including but not limited to Allowances must be submitted to Centtrip in writing. Centtrip reserves the right to approve or reject any such request. Centtrip will provide the Client written confirmation of its decision within 30 days of receiving a change request.
