Cross-border Transaction Services - Terms of BusinessBack

Introduction

1.1. Keystones Partners Ltd (“Keystones Partners”) is a Money services firm authorized by the AOFA (Anjouan) and FINCEN (USA), registered in England and Wales under company number 13790130. Our registered office is located at 154 Bishopsgate, London, EC2M 4LN, United Kingdom.

1.2. These terms govern the facilitation services provided by Keystones Partners as an intermediary in invoice payment contracts and assignments of payables. Services are delivered in accordance with English law, and the Client agrees to the exclusive jurisdiction of the English courts.

Scope of These Terms

2.1. These terms of business (“Terms”) set out the basis on which Keystones Partners may enter into deliverable currency transactions (“Transactions”) with a client or on its behalf (“Client”).

2.2. Unless otherwise agreed in writing by the Parties, each Transaction entered into on or after the Effective Date shall be governed by these Terms.

2.3. These Terms and each confirmation agreed between the Parties in respect of each Transaction (“Confirmation”) shall together constitute a single agreement between the Parties (“Agreement”). In the event of any inconsistency between the terms of a Confirmation and these Terms, the terms of the Confirmation shall prevail.

Instructions and Notices

3.1. Before entering into a business relationship with Keystones Partners, the Client must complete the Due diligence onboarding process, including responding to our KYC/KYB and AML questionnaire.

3.2. The Client may assign to Keystones Partners payables arising from contracts for the purchase of goods (buy-sell) made between the Client and its suppliers (creditors), excluding those for goods bought primarily for personal, family, or household use. Non-permitted industries are also excluded (refer to the non-permitted industries list from the CDD form).

3.3. The Client can give instructions relating to Transactions by any means agreed between the Parties from time to time. For other purposes, notices must be in writing (including by email or any other electronic means).

Transaction Assignment

4.1. Transactions shall be promptly confirmed by each Party in writing via a Confirmation. The failure by a Party to issue a Confirmation shall not prejudice or invalidate the terms of any Transaction or its settlement. If there is disagreement about the content of a Confirmation relating to a Transaction, the Parties will, acting commercially reasonably, resolve the disagreement in accordance with applicable market practice as soon as reasonably practicable. If no confirmation is received from the Client, Keystones Partners will settle the Transaction at maturity on the basis of its own Confirmation.

Settlement of Transactions

5.1. Each Transaction shall be settled as provided in the Confirmation relating to such Transaction.

5.2. Concluded Transactions shall be either

• 5.2.1. held for a reasonable time to conclude the transaction o
• 5.2.2. reverted back to the Client. Such monies will not be held in accordance with the regulations on client money, which set out the obligations of a firm when it holds money for and on behalf of a client in connection with the firm’s business.

5.3. In the event a Party fails to deliver a Currency in accordance with the terms of a Transaction when due, such Party shall compensate the non-defaulting Party for any direct losses sustained as a result of the failure to deliver, in accordance with applicable market practice, subject to clause 8 below.

5.4. Where such losses reference a foreign exchange rate, such rate will be a publicly available reference rate, as agreed between the Parties acting reasonably.

Charges and Payments

6.1. The pricing of a Transaction will incorporate Keystones Partners’ actual costs and charges.

6.2. In exceptional circumstances (including, but not limited to, changes in local tax or changes in laws/regulations), Keystones Partners reserves the right to charge unforeseen additional costs to the Client.

Representations and Warranties

7.1. The Client represents and warrants that:

• 7.1.1. It has full power and authority to enter into these Terms in compliance with all applicable laws and regulations; and
• 7.1.2. By entering into these Terms and any Transactions, it will not violate any applicable laws or regulations or other obligations by which it is bound.

Force Majeure and Illegality

8.1. Keystones Partners shall not be in breach of its obligations under these Terms if there is any total or partial failure of performance of its duties and obligations occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, change of law, inability to communicate with correspondent banks for reasons outside its reasonable control, failure of any computer system caused by reasons outside of its reasonable control, or prevention from or hindrance in performing its obligations due to any other cause beyond its reasonable control.