PREAMBLE

These terms and conditions for foreign exchange derivative dealing services (Terms and Conditions) and the FX Derivatives Application Form duly completed by you (each as supplemented or amended from time to time and together the Agreement) govern any Derivative Contract (as defined below) you enter into with Currency Solution Limited.

For your own benefit and protection, you should carefully read these Terms and Conditions and the FX Derivatives Application Form before completing, signing and returning the FX Derivatives Application Form to us. Your signature on the duly completed FX Derivatives Application Form confirms that you have read and that you accept everything set out in the Agreement. If you do not understand anything in the Agreement, please ask us for more information by email: options@currencysolutions.com or consult an independent adviser.

1. DEFINITIONS AND INTERPRETATIONS

1.1 In the Agreement, the following terms shall have the following meaning:

• Agreement has the meaning given to it in the Preamble.

• Applicable Law means the laws of England and Wales, supplemented and modified by the FCA Rules, including the Money Laundering Requirements and any other applicable governmental, regulatory, self-regulatory or market rule, regulation, interpretation or protocol and the generally accepted customs or practices of any such exchange, clearing house or market each as the same is in force for the time being and any amendment, extension, modification, application or re-enactment thereof and includes any subordinate legislation for the time being in force made under the same as in force from time to time.

• Authorised Person means the Client or any person accepted by CSL as being authorised by the Client to give orders or instructions to CSL under the Agreement, or who purports or appears to CSL in good faith to be so authorised.

• Business Day means any day which is not a Saturday, Sunday or public holiday in England on which banks are generally open for business in London.

• CDD or Customer Due Diligence has the meaning given in clause 14.1.

• Client means the client that has entered into the Agreement with CSL.

• Client Margin has the meaning given in clause 7.2.

• Confidential Information means any information that is designated as confidential or which by its nature the receiving party knows or should reasonably know is confidential. Information that is in the public domain at the time it is disclosed, will not be considered Confidential Information.

• Counterparty means the bank or financial institution with whom CSL (acting as principal) enters into a matching contract back-to-back with the Derivative Contract entered into between CSL and the Client.

• CSL, we, us means Currency Solutions Limited and shall include any person to whom it has delegated obligations or responsibilities under the Agreement.

• Derivative is a contract whose payoff depends on the foreign exchange rate of two currencies. Some of the more common foreign exchange derivatives include Forwards, Options and Swaps.

• Derivative Contract has the meaning given in clause 4.2.

• Derivative Contract Confirmation has the meaning given in clause 4.3.

• Derivative Contract Estimate means a verbal or written estimate (which could be in electronic or paper format), which may be provided by CSL in accordance with clause 4.2 in response to a express enquiry from the Client regarding any Derivative. The Derivative Contract Estimate sets out the non-binding terms of a proposed Derivative Contract together with the associated risks including an indication of the currencies, the exchange rate(-s), the premium and the expiry date (if applicable) and settlement details.

• Effective Date has the meaning given in clause 26.3.

• Eligible Counterparty is a client that is either an eligible counterparty or an elective eligible counterparty. A client can only be an Eligible Counterparty in relation to eligible counterparty business in accordance with FCA Rules (COBS 3.6).

• EMIR or EMIR Regulation means the European Market Infrastructure Regulation (EU Regulation 648/2012).

• Exercise Request means a notice by the Client in such form as CSL may specify or accept (actually) received by CSL requesting the exercise of an Option Contract.

• Expenses has the meaning given in clause 7.3.

• Expiry Date means the date on which an Option Contract matures.

• Expiry Time has the meaning given in clause 5.1.

• FC or Financial Counterparty means an entity classified as financial counterparty (FC) under the EMIR Regulation (Article 2(8)).

• FCA means the Financial Conduct Authority, the independent financial regulatory body in the United Kingdom or any relevant successor authority.

• FCA Rules means the rules and guidance of the FCA (as amended from time to time).

• Force Majeure Event means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or system.

• Forward or Forward Contract means a binding contract in the foreign exchange market that locks in the exchange rate for the purchase or sale of a currency on a future date.

• FX Derivatives Application Form means CSL’s standard account opening form for clients which (as set out in the Preamble), once duly completed by the Client and accepted by CSL and updated or amended from time to time, forms part of the Agreement.

• Initial Margin or Initial Margin Requirement means collateral the Client has to deposit with CSL to enter into a Derivative Contract.

• KYC or Know Your Customer has the meaning given in clause 14.1.

• Loss means any loss (including loss of profit), tax, cost, expense (including without limit legal expenses incurred in recovering any money due to CSL), damage or liability that CSL may incur on the Client’s behalf with a third party in connection with an Order or a Derivative Contract or otherwise as a result of or in connection with the Client’s default or the Client’s failure to comply with the terms of the Agreement (including, without limit, the Client’s failure to fulfil its obligations under a Derivative Contract) or any other agreement CSL has with the Client provided that such default or failure to comply are not a direct result of CSL’s wilful default or fraud.

• Manifest Error means a manifest or obvious misquote by CSL based on a published price source on which CSL has relied in connection with any Derivative Contract Estimate or Derivative Contract, having regard to the current market conditions at the time an Order is placed or a Derivative Contract is executed, as determined by CSL in its reasonable discretion.

• MiFID or Markets in Financial Instruments Directive is the EU legislation that regulates firms which provide services to clients linked to “financial instruments” (shares, bonds, units in collective investment schemes and derivatives), and the venues where those instruments are traded.

• Money Laundering Requirements means applicable laws of England and Wales, regulations and guidance for the prevention of money laundering, terrorist financing and similar activities.

• NFC or Non-Financial Counterparty means an entity classified as non-financial counterparty (FC) under the EMIR Regulation (Article 2(9)).

• NFC or Non-Financial Counterparty that exceeds the Clearing Threshold means a NFC which has crossed the clearing threshold under the EMIR Regulation (Article 10(4)).

• Non-Retail Client means either a Professional Client or an Eligible Counterparty.

• Option Contract means a Derivative Contract where the included Derivative is an Option.

• Option means a Derivative Contract between a buyer and a seller that gives the buyer the right (but not the obligation) to buy or to sell foreign currency at an agreed exchange rate.

• Order has the meaning given in clause 4.2.

• Over-The-Counter (OTC) means a security traded in some context other than on a formal exchange, e.g. the London Stock Exchange (LSE). The phrase "over-the-counter" can be used to refer to financial instruments, such as derivatives, that trade via a dealer network as opposed to on a centralized exchange.

• Pounds Sterling means the lawful currency of the United Kingdom from time to time.

• Premium has the meaning given in clause 7.1.

• Product Term Sheet means a nonbinding agreement setting forth the basic terms and conditions under which a Derivative Contract will be concluded between the Client and CSL. A term sheet serves as a template to develop more detailed legal documents: Derivative Contract Estimate, Order and Derivative Contract Confirmation.

• Professional Client is a client that is either a per se professional client or an elective professional client in accordance with the FCA Rules (COBS 3.6).

• Relevant Funds has the meaning given in clause 9.1.

• Retail Client is a client who is not a Professional Client or an Eligible Counterparty in accordance with the FCA Rules (COBS 3.4.1).

• Services has the meaning given in clause 3.2.

• Settlement Date means a term describing the date on which a foreign exchange trade settles. That is, the actual day on which transfer of currencies is completed.

• Swap means a contract in which one party (the Client or CSL) borrows one currency from, and simultaneously lends another to, another party (CSL or the Client). The amount of repayment is fixed at the FX forward rate as of the start of the contract.

• Terms of Business for Payment Services has the meaning given in clause 3.1.

• Title Transfer Collateral has the meaning given in clause 9.5.

• Title Transfer Collateral Arrangement (TTCA) means an arrangement under which the Client transfers full ownership of, or full entitlement to, financial collateral (Client Margin) to CSL for the purpose of securing or otherwise covering the performance of relevant financial obligations.

• Transfer means an electronic transfer of the Client’s funds to a destination that the Client requests (such request to be in writing, unless CSL agrees otherwise).

• Variation Margin is a variable margin payment made by the Client to CSL based on adverse price movements of the Derivatives Contracts the Client holds, and is paid to reduce the exposure of CSL against the Client created by carrying highly risky positions.

• Website means the website of CSL or any affiliate of CSL which relates to CSL.

1.2. References to a statute or statutory provision shall include any subordinate legislation made from time to time and any such references to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time.

1.3. Words in the singular shall, where appropriate, include the plural and vice versa.

1.4. References to one gender or the neuter are to any gender.

1.5. Any headings used in the Agreement are for ease of reference only and should not be used in the interpretation or construction of the Agreement.

1.6. Any references to “including” or “include” shall be construed as illustrative and shall not limit the sense of the preceding words, descriptions or phrases.

1.7. Where relevant, references in these Terms and Conditions to the “Client” or “you” shall include Authorised Persons.

2. REGULATORY MATTERS

2.1. Currency Solutions Limited is a company incorporated in England and Wales (registered number 04864491) whose registered office is at Hobbs Court, 2 Jacob Street, London SE1 2BG, UK. Currency Solutions Limited is authorised and regulated in the conduct of investment business in the UK by the FCA, with Firm Reference Number 602082.

2.2. The FCA requires that CSL categorises each client as an “eligible counterparty”, a “professional client” or a “retail client”. Retail clients are afforded the maximum level of regulatory protection in accordance with the FCA Rules. CSL will confirm to the Client its categorisation for the purposes of the Agreement.

2.3. Under FCA Rules, CSL must inform the Client that the Client has the right to request a different client categorisation. However, CSL is not obliged to so re-categorise the Client. If CSL agrees to re-categorise the Client, CSL will inform the Client of any changes to the level of client protection resulting from such re-categorisation.

2.4. We have the regulatory permission to contract with clients based in the UK. We are also able to contract with clients based in the European Economic Area, if they are:

2.4.1 per se professional clients; or

2.4.2 elective professional clients and we confirm to you that we are happy to onboard you as a reverse solicitation client.

If these terms apply to you because you fall within clause 2.4.2, then you confirm by entering into these terms that you approached us to use our services on your own exclusive initiative.

2.5. “Over-The-Counter” (OTC) contracts are subject to the EMIR Regulation. EMIR applies to all undertakings in the EU and, in some respects, to undertakings outside the EU, whether or not they are regulated. EMIR recognises three different category of counterparty: “Financial Counterparties” (FC), “Non-Financial Counterparties” (NFC) and “Non-Financial Counterparties that exceed the Clearing Threshold” (NFC+). The obligations under EMIR vary depending upon the categorisation of the parties entering into the OTC derivatives contract. For the purposes of the portfolio reconciliation requirements, for example, this categorisation will affect the frequency of the reconciliation exercise the parties are required to undertake and, in the future, it will also determine whether the OTC transactions CSL enters into with the Client will be subject to mandatory clearing. CSL will confirm to the Client its EMIR categorisation for the purposes of the Agreement.

2.6. Nothing in the Agreement excludes or restricts the duties CSL owes to the Client under the Regulatory System (as defined in the FCA Rules).

3. CSL’S DERIVATIVES SERVICES TO THE CLIENT

3.1. These Terms and Conditions should be read in conjunction with the Terms of Business for Payment Services where the Client wishes to set up a payment account or use payment services provided by CSL. If there is any conflict between these Terms and Conditions of business and the Terms of Business for Payment Services, these Terms and Conditions shall prevail.

3.2. Once CSL has been able to verify a Client’s identity and has carried out an appropriateness assessment where relevant, CSL will notify the Client if CSL accepts the Client as a client for CSL’s non-advisory, execution-only dealing services for the purchase and sale of Derivative Contracts (Services).

3.3. For the avoidance of doubt, by entering into a Derivative Contract, the Client confirms the Client’s full understanding of the Agreement and the risks associated with the Derivative which is the subject of the Derivative Contract.

3.4. Except where CSL has specifically agreed to do so, CSL will not provide the Client with advice on the merits of a particular Derivative Contract. CSL will not provide the Client with personal recommendations (as defined in the FCA Rules) in relation to any Derivative Contract. Accordingly, the Client should make its own assessment of any Derivative that the Client is considering, and the Client should not rely on any opinion, research or analysis expressed or published by CSL as being a recommendation or advice in relation to that Derivative or any Derivative Contract.

3.5. Each Derivative Contract will be executed in accordance with CSL’s Order Execution Policy (as amended from time to time and accepted by the Client prior to the initial Derivative Contract).

3.6. Prior to entering into a Derivative Contract, CSL may provide the Client with a Product Term Sheet. The Client should read this document carefully before using the Services. CSL’s Product Term Sheets are provided to the Client for information purposes only, they do not form part of the Agreement and are not intended to create legally binding obligations or responsibilities on CSL.

4. MAKING A DERIVATIVE CONTRACT

4.1. CSL may accept and act upon any instructions it reasonably believes in good faith to be from an Authorised Person of the Client without the need to make any further enquiry, whether or not those instructions are actually from the Client’s Authorised Person.

4.2. The Client may contact CSL during CSL’s business hours (as set out on the Website) to request a Derivative Contract Estimate. On receipt of the Client’s request, CSL may provide the Client with a Derivative Contract Estimate. The Client may then use such Derivative Contract Estimate to place an order with CSL for a Derivative (Order). CSL may accept or reject the Client’s Order in whole or in part. If CSL accept the Client’s Order, the Client cannot cancel, rescind or amend it without CSL’s express written consent and (subject to Manifest Error, in respect of which see clause 4.4 below) a binding contract will be created between CSL and the Client to buy or sell the relevant foreign currency in the relevant amount at the quoted foreign exchange rate (as agreed by CSL) for the relevant Settlement Date on and subject to the legal terms and conditions of the Agreement (Derivative Contract). For the avoidance of doubt, a written Derivative Contract Estimate is an estimate only and may be amended by CSL when the Client places an Order (or when an Order is accepted or executed by CSL) and in particular the price and/or estimated Expiry Date and/or Settlement Date may no longer be available. Notwithstanding the above, CSL shall have no obligation at any time to accept a Client’s Order and enter into a Derivative Contract.

4.3. In respect of Derivative Contracts, CSL will use reasonable endeavours (but will not be obliged) to send the Client a written summary of the agreed terms of the Derivative Contract (including the exchange rate(s), the Premium and the Expiry Date, if applicable, and the Settlement Date) (Derivative Contract Confirmation) (by such means as CSL may determine), within one Business Day of the date of entering into the Derivative Contract. If the Client does not receive the Derivative Contract Confirmation, this does not invalidate the Derivative Contract and the Client should contact CSL as soon as possible and in any event before the Expiry Date (for Options) or the Settlement Date (for Forwards).

4.4. For the avoidance of doubt, in the event of Manifest Error, there will be no Derivative Contract. CSL will, when making a determination as to whether a situation amounts to a Manifest Error, act reasonably towards the Client but the fact that the Client may have entered into, or refrained from entering into, a corresponding financial commitment in reliance on an Order placed with CSL or a Derivative Contract (or that the Client have suffered or may suffer any loss) will not have to be taken into account by CSL in determining whether there has been a Manifest Error.

4.5. Unless CSL informs the Client otherwise in writing, CSL will be the Client’s counterparty and act as principal in relation to any Derivative Contract and CSL will not act as the Client’s agent when entering into an offsetting (back-to-back) trade with a Counterparty.

5. OPTION EXERCISE

5.1. If such right is agreed in the Derivative Contract, the Client may exercise an Option Contract by delivering an Exercise Request on or before the time (Expiry Time) on the Expiry Date which will be specified in the Derivative Contract Confirmation, or, if such Expiry Time is not specified in the Derivative Contract Confirmation, shown on the Website or otherwise communicated to the Client by CSL.

5.2. If the Client does not deliver an Exercise Request on or before the Expiry Time, the relevant Option Contract will expire and be of no value to the Client even if it was “in the money” and the Client would have profited had the Client exercised it. The Client acknowledges and accepts that there is a risk that the Option Contract may be “out of the money” at the time the Client exercises the Option Contract. Such situation may result in the Client owing money to CSL upon exercise of the Option Contract. The information given by CSL to the Client regarding the value of the Option Contract at any time during the Exercise Period may reduce the risk of such payment obligation but will not be able to avoid it. An Exercise Request must be given in writing by email to options@currencysolutions.com (or by telephone +44 (0)207 740 0000 and confirmed by email without undue delay). When the Client delivers an Exercise Request (whether sending CSL an email or speaking to a member of CSL staff), the Client must make it clear that it is an Exercise Request and provide the relevant Option Contract number (shown on the Option Contract Confirmation). Any Exercise Request by email must include the term “Exercise Request” in the subject line of the email. If for any reason the above telephone number is unavailable or has changed CSL, will provide notice via the Website. CSL may reject any Exercise Request which is incomplete or inaccurate and will not act on any Exercise Request communicated or received after the Expiry Time or delivered or communicated by a means otherwise than set out above.

5.3. CSL may in its absolute discretion automatically exercise an Option Contract, however CSL shall have no obligation to do so and, in any event, CSL shall not be responsible for exercising any Option Contract nor shall CSL be responsible for any loss, cost, liability or expense that the Client may suffer or incur as a result of: the Client’s failure to exercise any Option Contract (by the Expiry time or otherwise); or the rejection by CSL of an incomplete or inaccurate Exercise Request; or the failure by the Client to deliver or communicate an Exercise Request in accordance with the means specified herein or specified otherwise by CSL.

6. CLIENT DEALING AS PRINCIPAL

Unless CSL has specifically agreed otherwise in writing, the Client shall enter into any Derivative Contract as principal but not as agent for and on behalf of a third party. The Client is obligated to disclose to CSL any third party it is acting for as agent prior to entering into the Derivative Contract. CSL may refuse to enter into a Derivative Contract or terminate an existing Derivative Contract immediately without notice if the Client does act on behalf of a third party and shall not be liable for any losses the Client may suffer as a result of such refusal or termination.

7. MARGIN, COSTS AND CHARGES

7.1. The Client may be required to pay a premium (being a non- refundable payment) to enter into any Option Contract (Premium). An estimate of the likely Premium will be given in the Derivative Contract Estimate and the amount and the method of payment and the payment date will be agreed with the Client in the Derivative Contract Confirmation. By placing the relevant Order, the Client agrees to pay any Premium on or before the payment date notified by CSL.

7.2. CSL may require “margin” which is one or more forward collateral payments against the exposure arising for CSL out of the risk of non- performance of the Client’s obligations under a Derivative Contract (Client Margin). When CSL enter into a Derivative Contract, CSL will determine the amount of the Initial Margin CSL requires which will be in proportion to the risk CSL bears. An Initial Margin estimate will be given in a Derivative Contract Estimate and CSL will advise the Client of the Initial Margin requirements prior to entering into the Derivative Contract. Once a Derivative Contract is entered into, then should CSL determine that the risk borne by CSL increases for any reason, CSL may at its reasonable discretion require the Client to provide CSL with additional amounts of Variation Margin to cover its increased risk. The Client agrees to accept CSL’s determination of CSL’s increased risk and the Client will pay such additional amounts of Variation Margin in accordance with such terms as CSL may reasonably specify.

7.3. CSL may charge the Client for any transfer fees, taxes or other reasonable out-of-pocket costs or expenses that CSL may incur in connection with a Derivative Contract (Expenses). CSL may deduct CSL’s Expenses from any Client Margin or amounts CSL is transferring or holding for the Client.

7.4. In addition to any Premium and Client Margin, the Client shall pay immediately upon demand by CSL:

7.4.1. all applicable Value Added Tax (if any) and other taxes in any relevant jurisdiction, currently payable or imposed at any time in the future (except any tax that CSL is obliged to pay on CSL’s income);

7.4.2. any costs and charges in relation to any Derivative Contract which are imposed by any relevant third party; and

7.4.3. any other expenses (including, without limitation, legal fees) CSL may incur as result of the non-performance by the Client of any of the Client’s obligations under the Agreement (including under any Derivative Contract).

7.4.4. CSL may share CSL’s revenue with third party and, where appropriate, CSL will provide the Client with relevant details of such arrangements upon written request.

8. Collateral Requirement for Currency Option Positions

8.1. The Client agrees that, in respect of any currency option position entered into under this Agreement, collateral shall be maintained in an amount equal to the sum of: (i) the Initial Margin, and (ii) the Variation Margin, each as defined below.

8.1.1. Initial Margin means an amount equal to the percentage specified in the Margin Facility document (5% by default, subject to change at CSL’s discretion) of the notional value of the currency option position.

8.1.2. Variation Margin means an amount calculated based on the unrealised profit or loss on the position, as determined by CSL in its sole discretion.

8.1.3. All collateral required under this clause shall be provided in a form and manner acceptable to CSL and shall be maintained at all times during the life of the relevant position, subject to any additional requirements set out in this Agreement or the Margin Facility document.

9. PAYMENT AND TRANSFERS

9.1. All amounts owed to CSL under the Agreement (as a Premium or as settlement amount) should be paid by the Client in the currency agreed with CSL in writing (in the Derivative Contract Estimate, Derivative Contract Confirmation or otherwise). If the Client does not pay such amounts in the agreed currency, CSL may exchange such amounts into the agreed currency at the Client’s expense and any shortfall resulting from such conversion, shall be payable by the Client to CSL. Any such payments to CSL shall be made by electronic transfer or such other method of payment as CSL may agree. CSL does not accept payment by cash or cheque.

9.2. The Client agrees to send CSL full payment of any amount outstanding on or before the settlement date notified by CSL. It is the Client’s responsibility to make such payment to CSL and the Client should ensure that the Client is able to make payment before entering into a Derivative Contract. Although CSL may provide the Client with information relating to cut-off times, please be aware that cut-off times vary depending upon the currency.

9.3. If the Client fails to send CSL full payment of any amount outstanding (including Initial Margin or Variation Margin) on or before the relevant due date, the Client will have to pay CSL (a) interest on the amount due at 3% over the Sonia Interest Rate Benchmark; and (b) a daily charge of £10.00 until monies owing are paid to CSL or the relevant contract is terminated. In addition, we shall be entitled to claim from you the reasonable costs we incur in recovering any sums overdue including debt collection fees and legal fees. Amounts due under this clause may at our reasonable discretion be converted to pounds sterling or any other currency at a rate to be reasonably determined by us.

9.4. After CSL has received cleared funds from the Client for the settlement of a Derivative Contract (including any balance payable in respect of which the Client has posted the Client Margin), the amounts payable to the client in the currency agreed for such Derivative Contract will be settled via a payment services provider (as notified to the Client from time to time), by electronic transfer to the destination the Client has specified. It will be the Client’s responsibility to ensure that CSL is provided with payment instructions in good time before the Expiry Date or the Settlement Date (as relevant).

9.5. Under these Terms and Conditions CSL will only process a Transfer to an account held by the Client. If the Client wishes the transfer to be made to an account held by a third party, then such a Transfer may be carried out by CSL under the Terms of Business for Payment Services.

10. CLIENT MONEY AND TTCA

10.1. In respect of professional clients, any collateral provided under this Agreement may be subject to a Title Transfer Collateral Arrangement (TTCA), which is supplied separately. By accepting these Terms and Conditions, the Client agrees to and is bound by the terms of such TTCA.

11. RELATIONSHIP BETWEEN CSL AND THE CLIENT

Except where CSL has specifically agreed otherwise in writing, nothing in the Agreement shall give rise to any fiduciary, trustee, agency, joint venture or partnership relationship between CSL and the Client.

12. ABILITY FOR CSL TO TAKE ACTION

Notwithstanding any other provision of the Agreement, in providing the Services, CSL shall be entitled to take any action CSL considers necessary in its reasonable discretion to ensure compliance with all Applicable Law including selling or closing any or all Derivative Contracts that the Client may have open.

13. RISK ACKNOWLEDGMENTS

13.1. The Client acknowledges, recognises and understands that:

13.1.1. Trading in Derivatives, even when used to cover a commercial position, may involve a high degree of risk and is appropriate only for persons who understand the risk and are able to absorb potential Loss;

13.1.2. Derivative Contracts are not undertaken on a recognised exchange and therefore the Client may be exposed to greater risks;

13.1.3. when the Client instructs CSL to enter into a Derivative Contract, any profit or loss – realised or unrealised – arising as a result of a fluctuation in the value of the Derivative Contract will be entirely attributable to the Client;

13.1.4. the Client accepts that guarantees of profit or immunity from Loss are impossible in trading and investing;

13.1.5. CSL may be obliged to report to the FCA or any other relevant regulatory authority any Derivative Contract undertaken by the Client or on its behalf in accordance with Applicable Law. Such reporting may include the disclosure of personal and confidential information of the Client and individuals connected to the client; and

13.1.6. the Client accepts that if CSL were to default on CSL’s financial obligations or become insolvent, the Client’s investment would be at risk.

13.2. CSL may provide a delegated EMIR transaction reporting service to the Client subject to the terms of a separate Delegated Reporting Agreement; however, the Client acknowledges, recognises and understands that regardless of any such agreement the Client is responsible for any reporting requirements applicable to it under Applicable Law.

13.3. If the Client is in any doubt about anything contained in the Agreement the Client should seek independent advice.

14. INFORMATION

14.1. Except where CSL has specifically agreed otherwise in writing, any information including any graphs, charts or market news supplied by CSL to the Client, is believed, to the best of CSL’s knowledge and belief, to be accurate and reliable at the time it is given. CSL do not warrant or represent the accuracy, completeness or timeliness of any information made available to the Client. CSL will accept no responsibility or liability whatsoever for any error or inaccuracy in such information. The information CSL supply does not constitute an assurance or guarantee as to the expected outcome of any Derivative Contract Estimate or Derivative Contract. Market conditions and prices may change between receipt of the information from CSL and the time the Client decides to enter into any Derivative Contract.

14.2. No information provided by CSL under or in connection with the Agreement should be construed as legal, tax or investment advice and should not be relied on as the sole source upon which to base an investment decision.

14.3. Any Confidential Information in whatever format (including electronic and verbal communication) CSL provide to the Client is solely for the Client’s use. Confidential Information remains the property of CSL and (where applicable) must be returned or destroyed upon request. It may not be reproduced or redistributed without CSL’s explicit written permission.

15. CSL OBLIGATION TO KNOW ITS CLIENT AND CLIENT DECLARATIONS AND WARRANTIES

15.1. Applicable Law (including the Money Laundering Requirements) requires CSL to implement certain due diligence procedures in relation to the identity of each client, the nature of each client’s business and other details relating to the Services, referred to as “Know Your Customer” (KYC) or “Customer Due Diligence” (CDD, and, together with KYC, the “CDD Procedures”). The Client agrees to provide CSL with all information CSL required as part of CSL’s CDD Procedures.

15.2. When CSL does business with the Client, CSL will be relying on the following declarations, representations and warranties and the Client will be deemed to repeat them every time the Client gives CSL an Order or enters into a Derivative Contract:

15.2.1. unless CSL has specifically agreed otherwise in writing, the Client is acting on the Client’s own behalf;

15.2.2. the currency that the Client transfers to CSL or intends to use for a Derivative Contract is legally and beneficially owned by the Client and has not been obtained by any illegal means;

15.2.3. all information provided by the Client to CSL is accurate and not misleading and the Client has not withheld any material information from CSL;

15.2.4. the Client has provided CSL with its correct and up-to-date contact details;

15.2.5. the Client has and will maintain in effect all necessary consents, authorisations and approvals to enter into a Derivative Contract;

15.2.6. the person or the persons entering into each Derivative Contract on the Client’s behalf has or have been duly authorised to do so;

15.2.7. by giving CSL an Order or entering into a Derivative Contract, the Client will not be in breach of any Applicable Law in any relevant jurisdiction;

15.2.8. the Client is making the Client’s own independent decisions about entering into a Derivative Contract and is not relying on any communications (written or verbal) from CSL as investment advice or as a recommendation to enter into a Derivative Contract, it being understood that information and explanations relating to the structure, terms and conditions or economic terms of a Derivative Contract shall not be considered investment advice or a recommendation to enter into a Derivative Contract;

15.2.9. i. the Client has not received from CSL any assurance or guarantee as to the expected results of the Derivative Contract;

ii. the Client is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of a Derivative Contract; and

iii. CSL is not acting as a fiduciary or an adviser for the Client in respect of a Derivative Contract;

15.2.10 the Client is not an undischarged bankrupt (or, where relevant, insolvent) and will not be rendered bankrupt (or, where relevant, insolvent) by entering into and making any payments in connection with a Derivative Contract.

16. RECORDING TELEPHONE CONVERSATIONS

CSL may record any telephone conversation with the Client, with or without use of a warning tone and CSL may use these recordings as evidence of Derivative Contracts entered into or in relation to disputes as well as for CSL’s ongoing quality control and training programme. CSL may also maintain a record of all electronic messages sent by or to CSL. Subject to FCA Rules, all those recordings and records will be maintained at CSL’s discretion and are CSL’s property and can be used by CSL in the case of a dispute. CSL do not guarantee that CSL will maintain such recordings or records or be able to make them available to the Client.

17. TERMINATING DERIVATIVE CONTRACTS OR THE AGREEMENT

17.1. CSL may terminate the Agreement or terminate or close out any ongoing Derivative Contract if:

17.1.1. the Client fails to provide CSL with material information when required or any information that the Client does provide to CSL is in CSL’s reasonable determination materially incorrect or misleading;

17.1.2. the Client requests a cancellation of the Title Transfer Collateral arrangements set out in clause 10;

17.1.3. the Client fails to make payment when due;

17.1.4. the Client fails to provide a sufficient Client Margin when due;

17.1.5. the Client is otherwise in breach of (or fails to comply with its obligations or responsibilities under) the Agreement and where such a breach is, at CSL’s sole and absolute determination, capable of remedy, the Client has failed to remedy such breach within a [2] Business Days after the Client has been notified of the occurrence of such breach;

17.1.6. CSL reasonably determine that the Client is likely to be unable to fulfil its obligations under any Derivative Contract;

17.1.7. on the occurrence of a Force Majeure Event;

17.1.8. CSL suspects fraud on the Client’s part or if relevant, the part of an Authorised Person;

17.1.9. CSL is required to do so upon the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case CSL may retain or otherwise deal with all or any of the Client’s money as CSL is required to do so by such agency or body); or

17.1.10. the Client has requested re-categorisation in accordance with clause 2.3 above and such re-categorisation would result in a higher level of protection of the Client or CSL has declined such re-categorisation.

17.2. Without limiting the termination rights set out in clause 17.1, either party may terminate the Agreement by giving the other not less than 20 (twenty) Business Days’ written notice.

17.3. Any notice of termination given pursuant to clause 17.2 shall be result in a termination or close-out of any Derivative Contract which has not been settled, closed or terminated prior to the termination date specified in the written notice of termination.

18. SET-OFF

CSL may at any time or times, without notice to the Client set-off any liability CSL has to the Client against any responsibility or liability (including without limit in relation to any Loss) the Client owes to CSL, whether any such responsibility or liability is present or future, liquidated or unliquidated, under the Agreement or not and irrespective of the currency or its denomination. If the liabilities to be set-off are expressed in different currencies, CSL may convert either liability at a rate of exchange which CSL determines to be reasonable for the purpose of set-off. Any exercise by CSL of CSL’s rights under this clause shall be without prejudice to any other rights or remedies available to CSL under the Agreement or otherwise.

19. CSL’S RESPONSIBILITY AND LIABILITY TO THE CLIENT

19.1. CSL will not be responsible or liable to the Client for the act or omission of any third party, provided that where CSL has instructed such third party, CSL has used reasonable skill and care in selecting such third party.

19.2. CSL shall not be responsible or liable to the Client, or any person claiming through the Client in contract, tort, negligence, or otherwise for any liability, loss, damage, cost or expense of any nature whatsoever, incurred or suffered by the Client or any person claiming through the Client, which is of an unforeseeable, indirect or consequential nature nor for any economic loss or loss of turnover, profits, business or goodwill, loss of trade, loss of bargain, or loss of opportunity, in each case whether such damage was foreseen or advised to CSL as likely to occur.

19.3. CSL shall not be responsible or liable to the Client for any liability, loss, damage, cost or expense of any nature whatsoever incurred or suffered by the Client or any person claiming through the Client as a result of any Force Majeure Event.

19.4. Nothing in the Agreement excludes or restricts CSL’s liability in respect of: fraud or wilful misconduct; death or personal injury caused by CSL’s negligence; or any other liability which cannot lawfully be excluded (including, in relation to CSL’s duties referred to in clause 2.5).

20. CLIENT’S INDEMNITY OF CSL

20.1. The Client shall indemnify CSL against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by CSL arising out of or in connection with:

20.1.1. any breach of the declarations, representations and warranties contained in clause 15.2;

20.1.2. the termination of any Derivative Contract by CSL pursuant to clause 17.1; and

20.1.3. the termination of any Derivative Contract by the Client pursuant to clause 16.2.

20.2. This indemnity shall not apply to the extent that a claim under it results from CSL's gross negligence or wilful misconduct.

20.3. The Client will make payment under this indemnity immediately upon demand by CSL or within the timeframe set out in such demand.

20.4. Amounts due under this clause may at CSL’s reasonable discretion be converted to Pounds Sterling or any other currency at a rate to be reasonably determined by CSL.

21. CSL COMMITMENT TO PROTECT PERSONAL INFORMATION

21.1. CSL will observe the requirements of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (as amended from time to time) in the performance of CSL’s obligations under the Agreement and will comply with any request made or direction given by any Client or individual, which is directly due to the requirements of that act. CSL will only use personal data to allow CSL to provide the Services to the Client, to assess the risks in providing those services and to enable CSL to enforce CSL’s rights under the Agreement.

21.2. This may involve passing the personal data to third party service providers or CSL’s agents, on the understanding that they keep this personal data confidential. CSL may send the personal data outside the European Economic Area; where CSL do this, CSL will take appropriate steps to protect such personal data. CSL may conduct searches through an identity-referencing agency and other sources of information and use scoring methods to verify someone’s identity. Information including personal data may also be passed to financial, regulatory and other organisations to prevent fraud.

21.3. If a Client has been referred to CSL by a third party, CSL may provide them with information relating to the Client in which they are interested by virtue of CSL’s agreements with them. CSL may from time to time (by telephone, email or other electronic communication, fax or post) provide a Client with information relating to other services that CSL or selected third parties connected with CSL’s business can offer. The Client agrees that CSL may call them at a reasonable hour or otherwise communicate with them without an express invitation. The Client may also refer to CSL’s full client privacy commitment which is available on CSL’s Website or available on request to the usual CSL point of contact or CSL’s data protection officer.

22. ASSIGNMENT AND DELEGATION

22.1. CSL may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of the Client’s obligations or any benefit arising under or out of the Agreement. The Client expressly agrees that CSL may subcontract or delegate in any manner any or all of CSL’s obligations under the Agreement to any third party or agent.

22.2. The Agreement is personal to the Client and its rights and obligations may not be transferred or assigned by the Client to anyone else without prior approval by CSL or by operation of law.

23. NOTICES

23.1. Any notice or other communication required to be given in writing under the Agreement shall:

23.1.1. in the case of notices or other communications to be given by the Client to CSL, be delivered personally, sent by pre- paid first-class post, recorded delivery or by commercial courier, fax or email to the Client’s usual point of contact or for the attention of “Director, Currency Solutions Limited” using the contact details provided in the Agreement;

23.1.2. in the case of notices or other communications to be given by CSL to the Client, be delivered personally, sent by prepaid first-class post, recorded delivery or by commercial courier, fax or email to such address (including a fax number or an email address) as the Client may specify in the FX Derivatives Application Form. The Client is responsible for notifying CSL of any changes to such contact details and CSL shall be entitled to serve notice on the Client (including the issue of legal proceedings) using the last known contact details that the Client has provided to CSL for the purposes of the Agreement.

23.2. Any such notice or other communication shall be deemed to have been duly received:

23.2.1. if delivered personally, when left at the address and for the contact referred to in this clause; or

23.2.2. if sent in the United Kingdom by pre-paid first-class post or recorded delivery, at 9am (UK Time) on the second Business Day after posting; or

23.2.3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or

23.2.4. if delivered by fax or email, when a delivery confirmation or receipt is received by the delivering party.

23.3. For the service of any proceedings or other documents in any legal action, any statutory provisions in the relevant jurisdiction shall prevail.

24. CONFLICTS OF INTEREST

24.1. The circumstances of CSL’s business can occasionally lead to situations where the interests of CSL and/or any directors, staff or their agents may conflict with the Client’s interests. Equally, the Client’s interests may occasionally conflict with those of other clients.

24.2. Where CSL is aware that CSL is faced with a situation of conflicting interests, CSL will undertake all reasonable steps to protect the Client’s interests and ensure fair treatment, in line with the duties CSL owe the Client as CSL’s client. To this effect, CSL has a framework in place to handle conflicts of interest, so that CSL act with an appropriate degree of independence from CSL’s own interests when transacting with the Client or dealing on the Client’s behalf. CSL’s Conflicts of Interest Policy (as amended from time to time) is available on request.

25. COMPENSATION

CSL is covered by the Financial Services Compensation Scheme in relation to the provision of the Services. The Client may be entitled to compensation from the scheme if CSL cannot meet its obligations. This depends on the circumstances of the claim, the type of product the relevant obligation has arisen from and the eligibility of the claimant. Most types of investments are covered to a maximum compensation level of £50,000 for each client. Further information about compensation arrangements is available from:

Financial Services Compensation Scheme 10th Floor, Beaufort House15 St Botolph Street, London EC3A 7QU www.fscs.org.uk

26. COMPLAINTS AND DISPUTES

26.1. If the Client wishes to make a complaint in connection with any of the Services, the Client should promptly provide full details of the complaint to:

The Compliance Officer Currency Solutions Limited 35 Hobbs Court, 2 Jacob Street, London SE1 2BG, UK

26.2. CSL will use all reasonable efforts to investigate and resolve the matter promptly and fully. CSL operates a complaints procedure in accordance with FCA Rules, a copy of which is available upon request. If the Client is dissatisfied with the handling of any complaint, they may have the right to refer the matter directly to the Financial Ombudsman Service. Information on the Financial Ombudsman Service, including how to make a claim, eligibility criteria and the procedures involved, is available from:

The Financial Ombudsman Service Exchange Tower, **London E14 9SR, UK **

27. GENERAL

27.1. Any typographical, clerical or other error or omission in any documentation produced by CSL under or in connection with the Agreement shall be subject to correction without any responsibility or liability on CSL’s part.

27.2. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

27.3. CSL may amend these Terms and Conditions at any time, in which case CSL will notify the Client (including by displaying the amendments on the Website) together with the date from when such amendments become effective (the Effective Date). The amendments will apply to all of CSL’s dealings with the Client and to all Derivative Contracts entered into by the Client after the Effective Date save that the amendments will apply to Derivative Contracts entered into prior to the Effective Date where it is required by Applicable Law. The Client should refer to the current version of these Terms and Conditions on the Website before giving CSL an Order.

27.4. If any provision (or part of any provision) of the Agreement is found by any court or other authority of a competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

27.5. No failure or delay by CSL to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

27.6. Should any provisions of the Agreement be in conflict with any other documentation or information that CSL has provided to the Client in connection with any particular Derivative Contract, then the Agreement shall have priority unless specifically agreed by CSL in writing that such other documentation and information shall have priority in whole or in part.

27.7. Unless specifically agreed otherwise by CSL in writing, the Agreement constitutes the whole agreement between CSL and the Client and supersedes all previous agreements (whether written or verbal) between CSL relating to its subject matter. The Client acknowledges that, in entering into the Agreement, the Client has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether written or verbal and made negligently or innocently) other than as expressly set out in the Agreement.

27.8. The Agreement and all communications between the Client and CSL will be in English.

27.9. The 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 English law. Both parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle a dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

27.10. Notwithstanding clause 26.9, CSL may elect to issue proceedings against the Client in any jurisdiction in which the Client is resident when seeking to recover any amount due to CSL under the Agreement

Annex 1 - RISK DISCLOSURE STATEMENT

1. Introduction

1.1. This brief statement does not disclose all of the risks and other significant aspects of trading in foreign exchange contracts and options. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in foreign exchange contracts and options is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.

2. EFFECT OF LEVERAGE OR GEARING

2.1. Foreign exchange contracts carry a high degree of risk. The amount of initial margin is small relative to the value of the contract so that transactions are leveraged or geared. A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit.

3. VARIABLE DEGREE OF RISK

3.1. Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs. The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results in a cash settlement or a spot transaction. If the purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that the chance of such options becoming profitable ordinarily is remote.

3.2. Selling (writing or granting) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is covered by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.

4. TERMS AND CONDITIONS OF CONTRACTS

4.1. The Client’s account must remain properly margined at all times. It may become necessary to deposit substantial additional funds to meet margin requirements. Failure to do so may result in the liquidation of any or all open positions, potentially leading to a loss.

4.2. If the margin balance falls below the minimum required level, Currency Solutions Limited reserves the right, but not the obligation, to liquidate any portion or all of the Client’s open positions. Failure by Currency Solutions Limited to exercise this right shall not be construed as a waiver of any future rights.

4.3. Currency Solutions Limited also reserves the right to modify its margin policies at any time, without prior notice to the Client.

5. MARKET CONDITIONS

5.1. Market conditions (e.g., illiquidity) may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss.

6. CURRENCY RISKS

6.1. The profit or loss in transactions in foreign currency- denominated contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.

7. QUOTING ERRORS

7.1. Should a quoting error occur due to a mistype of a quote or a misquote given by telephone and/or electronic means (including responses to customer requests) Currency Solutions Limited is not liable for any resulting errors in account balances and reserves the right to make necessary corrections or adjustments to the account involved. Any dispute arising from such quoting errors will be resolved on the basis of fair market value as determined by Currency Solutions Limited, in its sole discretion, of the relevant currency at the time such an error occurred.

8. CREDIT RISK

8.1. Foreign Exchange & Options trading with Currency Solutions Limited is not conducted on a regulated market or exchange. Each contract is a contract between Currency Solutions Limited and the Customer. There is no clearinghouse and no guarantee by any other party of Currency Solutions Limited payment obligations to the Customer. Customer must look only to Currency Solutions Limited for performance on all contracts in Customer's account and for return of any margin or collateral. The insolvency of Currency Solutions Limited or a default by Currency Solutions Limited could cause the Customer to lose the value of its account and to suffer additional losses from open positions.