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2.1 “Trading Account” means the bank account in the name of IFX, details of which will be supplied by IFX to the Customer from time to time in which IFX will hold the Customer's money on trust for the Customer until such time as the money is to be paid out by IFX in accordance with the FX Contract;

“Currency” means foreign exchange currency purchased in accordance with the terms of the FX Contract;

“Currency Value” means the party set out in 1.2 above and includes agents, employees and servants of the Customer and the Customer's associates, which term shall be construed as references to all persons who are associated or connected with, or within the control of, the Customer and where the Customer is an incorporated company, shall include (without limitation) references to the Customer's subsidiaries and holding company (as such terms are defined in section 736 of the Companies Act 1985) and persons connected with the Customer within the meaning of Section 839 of the Income and Corporation Taxes Act 1988;

“Delivery Date” means the date on which the Currency is available for physical delivery to the Customer or a nominated party under the FX Contract and as may be detailed in the Deal Confirmation Document hereinafter referred to as (“DCD”);

“FX Contract” means a contract entered into by IFX with the Customer subject to these Terms under which IFX agrees to sell and/or purchase Currency and delivery Currency to the Customer and the Customer agrees to sell and/or purchase Currency and take delivery of Currency on the Delivery Date and includes, without limitation, Forward Contracts, Forward Time Option Contracts, Limit Orders, Stop Orders or any variation or combination thereof;

3.2 Subject to clause 4.7, no change to these Terms is accepted unless expressly agreed by IFX in writing

3.3 These Terms supersede any other terms previously supplied by IFX to the Customer.

3.4 These Terms may be varied by IFX from time to time by IFX giving notice in writing to the Customer or by written agreement by IFX and the Customer, but not otherwise.

3.5 It is a precondition to a person becoming a Customer of IFX that IFX receives the following documentation:

3.5.2 two forms of identification (such as a valid passport, driving license or utility bill).

3.6 On receipt of the documentation specified in 3.5 above, IFX will allocate a customer dealing reference to the Customer, which must be quoted in all orders placed by the Customer.

4.1 The Customer will give IFX an oral or written order for Currency such order to constitute an offer to enter into an FX Contract with IFX.

4.2 On acceptance of the Customer's offer by IFX, the Customer will be deemed to have entered into a binding FX Contract incorporating these Terms.

4.3 The Customer undertakes to take physical delivery, or procure that a nominated third party will take physical delivery, of the Currency.

4.4 Details of the Currency (bought or sold) may at the discretion of IFX be set out in writing in a DCD ( “DCD” ) issued to the Customer by IFX. A failure by IFX to issue a DCD to the Customer will not prejudice the rights and obligations of either party under the FX Contract.

4.5 If FXD issues a DCD to the Customer any error or omission must be notified to IFX within 48 hours of its receipt by the Customer. Thereafter the Customer will not be entitled to dispute the terms of the FX Contract (in the absence of manifest error) evidenced by the DCD.

4.6 IFX will enter into an FX Contract solely for the purpose of the sale and/or purchase and delivery of Currency to the Customer and makes no representations or warranties as to the commercial merits or otherwise of the FX Contract. The Customer hereby acknowledges that in entering into an FX Contract it will rely solely on its own judgment and has placed no reliance on any representation, opinion, advice or any other statement expressed by IFX relating to any aspect of the FX Contract including without limitation investment and/or financial advice.

4.7 If there is a conflict between these Terms and the terms and conditions of an FX Contract, the terms and conditions of the FX Contract prevail unless otherwise agreed.

5.1 The Customer shall pay into IFX' Trading Account the Currency Value by the date agreed under the FX Contract.

5.2 The Customer will, on demand by IFX, pay into the Trading Account any margin (on account of the Currency Value) that is required by IFX to carry out its obligations under the FX Contract. The Customer acknowledges that any margin paid under an FX Contract may be forfeited by the Customer if the FX Contract is terminated due to any fault of the Customer.

5.3 IFX shall not be obliged to fulfill any of its obligations under the FX Contract until it has received confirmation from its bank that the Currency Value has been credited as cleared funds without recourse to the Trading Account.

5.4 Time is of the essence in relation to any payments due to IFX by the Customer under an FX Contract.

5.5 All payments due from the Customer to IFX under an FX Contract shall be made in full without any set-off, counterclaim, deduction or withholding of funds whatsoever.

5.6 IFX may deduct from any payment to be made to the Customer under the FX Contract such amounts as may be required to be deducted by law, including without limitation taxation, or any other sums such as bank charges that may be incurred by IFX in fulfilling its obligations under the FX Contract.

5.7 In the event that a Customer's cheque or other form of payment is dishonored, not met on first presentation or stopped for whatever reason, IFX shall charge an administration charge in respect of each such cheque or other payment made. The administration charge will be payable by the Customer as part of the amount of the Currency Value due under the FX Contract.

5.8 If the Customer fails to make, in full or in part, any payment of the Currency Value, as and when such payment becomes due and payable under an FX Contract, the amount outstanding of the Currency Value shall bear interest from the Delivery Date at a rate of 4% per annum over the base rate of the Bank of England as adjusted from time to time. Such interest shall accrue and be calculated daily from the Delivery Date until the date of payment.

5.9 IFX assumes no responsibility whatsoever for any delay in payment under an FX Contract caused by the Customer or any other third party, including without limitation bank, postal delay and/or delay caused due to accident, emergency or Act of God. For the avoidance of doubt, the Customer accepts that it is the Customer who is solely responsible for ensuring that all payments required under an FX Contract are made promptly and within the time limits specified in the FX Contract.

6.1 The Customer represents and warrants to IFX that both at the date hereof and at any time it acquires Currency from IFX:

6.1.1 the Customer is acting in principal on its own account and has full power and authority and has taken all necessary steps to enable it lawfully to enter into and comply with the terms and conditions of an FX Contract;

6.1.2 all sums held in the Trading Account of IFX for the Customer (until those monies become due to IFX) are and will remain beneficially owned by the Customer and the Customer will not create any charge or other encumbrance over or in respect of such monies;

6.1.3 all information supplied to IFX is, or at the time it is supplied, will be true and accurate in all material respects and the Customer will not omit or withhold any information which would render it false or inaccurate in any material respect;

6.1.4 the Customer will provide to IFX upon request such information regarding its financial and business affairs and identity in relation (without limitation) to any obligations imposed on regulated investment business under the United Kingdom Money Laundering Regulations Act 1993.

7.1 If at any time a dispute arises between IFX and the Customer relating to the terms and conditions of an FX Contract (a “Disputed FX Contract” ), IFX may at any time, in its absolute discretion and without prior notification to the Customer close-out the Disputed FX Contract or take whatever other action IFX deems appropriate in relation to its obligations there under. IFX will notify the Customer (orally or in writing) as soon as possible thereafter of any action it has taken but any failure by IFX to give such notice will not prejudice the validity of such action.

7.2 The liability of the party found to be at fault in respect of any Disputed FX Contract shall not exceed the actual amounts due under the Disputed FX Contract together with interest accrued at the rate of 4% above the Bank of England base rate as adjusted from time to time.

7.3 Any recording or transcript of telephone conversations, which are made between the parties, may be relied on to assist in resolving any dispute that may arise between IFX and the Customer.

8.1 IFX shall have the right to terminate an FX Contract and take whatever action it deems necessary (including but not limited to closing-out all or any part of an FX Contract), upon or at any time after the happening of any of the following events of default by the Customer without giving prior notice to the Customer:

8.1.1 a failure by the Customer to comply with Its material obligations under an FX Contract (including but not limited to a breach of the representations and warranties made by the Customer under clause 6 above);

8.1.2.2 the Customer becomes of unsound mind or suffers from a mental disorder and is admitted to hospital in pursuance of an application for treatment under the Mental Health Act 1983 or has an order made by any court having jurisdiction in matters of mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs;

• whether in the United Kingdom or elsewhere, the Customer suspends payment of its debts, make any composition with its creditors, suffers a Receiver or some or all of its assets to be appointed, takes or has any proceeding taken against it in bankruptcy or takes or suffers any steps to be taken for its winding up other than for the purposes of amalgamation or reconstruction.

8.2 If the Customer becomes aware of the occurrence of any of the events of default referred to in clause 8.1 above, it shall give notice to IFX of such event forthwith.

8.3 FXD may terminate an FX Contract forthwith if it becomes or may become unlawful for IFX to maintain or give effect to all or any of the obligations under that contract or otherwise to carry on its business or if IFX or the Customer is requested to close-out and terminate an FX Contract (or any part thereof) by any regulatory authority whether or not that request is legally binding.

9.1 IFX shall not be liable to the Customer for the non-performance of IFX' obligations under an FX Contractor the failure to execute any FX Contract in accordance with the instructions of the Customer by reason of any cause beyond the reasonable control of IFX.

9.2 The Customer hereby indemnifies IFX and keeps it indemnified from and against all liabilities, damages, losses and costs (including legal costs) duties, taxes, charges or commissions incurred or suffered by IFX in the proper performance of its services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality of such indemnity, against all amounts which IFX may certify to be necessary to compensate it for all costs, expenses, liabilities and losses sustained or incurred by IFX (including but not limited to IFX' loss of profit and any loss or expenses which IFX may suffer or incur in taking such action as IFX in its sole discretion consider necessary or appropriate in the circumstances to cover, reduce or eliminate its exposure in respect of any Contracts where the Customer fails to honor its obligations hereunder) as a result of:

9.2.1 default by the Customer in making any payment under the FX Contract or any other material breach by the Customer of its obligations there under;

9.2.2 IFX effecting and taking all and any action and steps whatsoever to carry out the terms of any telephone instruction from or purporting to be from a person duly designated or authorized by the Customer; or

9.2.3 IFX exercising its rights under an FX Contract to close-out all or any part of any FX Contract before its applicable Delivery Date.

9.3 The indemnity provided under clause 9 shall survive termination of the terms of an FX Contract.

10.1 No failure on the part of any party in exercising, and no delay on its part in exercising, any right or remedy under an FX Contract shall operate as a waiver thereof. The rights and remedies provided in an FX Contract and the indemnities contained under clause 9 are cumulative and not exclusive of any rights or remedies provided by law.

11.1 This Agreement shall be governed by English Law and are subject to the exclusive jurisdiction of the courts of England and Wales .