WTUK Limited - General terms and conditions

These Terms and Conditions ("the Terms") together with the Application Form completed by you and any other documentation referred to in them (together "this Agreement") govern the provision of foreign currency exchange services provided to you by WTUK limited.

References in these Terms to "we", "us", "our", "ours" and "WTUK" are to WTUK Ltd and its trading names “WhitesPay” and “Whites Group”.

References in these Terms to "you", "your", "yours" and "Client" are to you, the customer of WTUK Limited and, as the context requires, your designated authorised representative(s) from time to time.

  1. WTUK
    1. WTUK buys and sells currencies for trade, business, or other commercial purposes. WTUK does not supply currency for speculative purposes or provide investment advice.
    2. Any individual, company, or other business organisation ("the Client") wishing to enter into transactions with WTUK for the purchase and/or sale of currency ("Orders") agrees with WTUK that all transactions shall be carried out on these Terms.
    3. WTUK services comprise the purchase and/or sale of currency in accordance with the Client's instructions for spot and/or forward delivery by electronic transfer form. WTUK deals with the Client on an execution only basis and does not provide advice as to the merits of proposed Orders. Whilst WTUK may provide information about currency markets and related matters, the Client relies entirely on its own judgement when making an Order.
  2. Client instructions
    1. WTUK will accept oral or written Orders (including Orders by fax or email) from the Client and shall be entitled to act upon such Orders received from such person or persons as the Client authorises ("Authorised Persons"). Details of Authorised Persons together with specimen signatures shall be supplied to WTUK. Such amendment shall not be effective until acknowledged in writing by WTUK.
    2. The Client agrees that Orders by fax or email are entirely at its own risk. The Client agrees to indemnify WTUK and keep WTUK fully indemnified on demand against any losses that WTUK may incur as a result of accepting Orders by fax or email whether from the Client or purporting to be from the Client and which WTUK honestly believe have come from the Client. WTUK shall be under no duty to question or make any enquiries concerning any Orders by fax or email which it believes in good faith to be genuine Client instructions.
    3. An Order is made when WTUK accepts the Client's proposal for an Order and this will generally be an oral acceptance. WTUK may in any event require the Client to confirm Orders in writing.
    4. Once an Order has been placed by or on behalf of the Client and accepted by WTUK it cannot be rescinded, withdrawn or amended without WTUK's express consent. WTUK may, at its absolute discretion, refuse to accept any proposed Order given by the Client without giving any reason or being liable for any loss occasioned thereby.
  3. Documentation
    1. For the purpose of this clause and clause 4 below "Business Day" shall mean a day when the banks in the City of London are normally open for business.
    2. WTUK will provide the Client with a document confirming the details of each Order which shall, whether sent by fax, post or email be conclusive evidence of the contract formed between the parties.
    3. Unless the Client notifies WTUK of any error or omission within the earlier of two Business Days of receipt of any documents issued by WTUK to the Client or the Value Date (as defined in clause 4 below), the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the content of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein. The Client will contact WTUK if it has not received a document confirming the details of an Order within 48 hours of proposing the Order.
    4. Where the Client specifies a Value Date which occurs less than two Business Days from the date of the Order, unless the Client notifies WTUK of any error or omission in any documents issued by WTUK to the Client at the point at which such documents are received by the Client, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the contract of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein.
    5. Documents may be sent by fax, email or post and proof of posting or dispatch or any document or other communications shall be deemed to be proof of receipt (a) in the case of fax or email the day of despatch or if not a Business Day the next Business Day thereafter, and (b) in the case of delivery by first class post 48 hours from the date of posting. Documents shall be sent to the last known fax number, email address or address of either party as provided by the other party from time to time.
  4. Payment and Delivery
    1. WTUK will only make payments to third parties that it has screened to comply with its legal obligations.
    2. The Client will notify WTUK at least two Business Days before the Value Date of the destination to which payment of the currency ordered is to be made ("the Payment Destination"). Where the Client specifies a Value Date which occurs less than two Business Days from the date of the Order, WTUK does not guarantee delivery on the Value Date.
    3. The Client will pay to WTUK the amount of the Order plus any Charges (as defined in clause 5) or Margin or Margin Call (as defined in clause 6) as agreed between the parties ("the Payment Provisions"). WTUK will only accept payment made to it from a bank account bearing the Client's name and not from any third party and will not accept payments in cash unless specifically agreed in writing.
    4. WTUK will pay the amount of the Order to the Payment Destination on the Value Date if cleared funds are received by WTUK on or before 12.30pm the Value Date in accordance with the Payment Provisions.
    5. All payments due from the Client to WTUK under these Terms shall be made in full without any set-off, counter-claim, deduction or withholding whatsoever. WTUK may deduct from any payments to be made to or on behalf of the Client such amounts as WTUK may be required by law to deduct or as may be charged to WTUK in respect of transfer or other charges. WTUK shall have the right to set-off against any Client monies held by WTUK any amounts owed by the Clients to WTUK in respect of any Order.
    6. All monies paid to WTUK which have not vested in WTUK shall be held in a pooled client trust bank account until otherwise applied according to the Client's instructions or these Terms. Payments held in the client trust bank account shall be separately identifiable from WTUK's own funds.
    7. WTUK accepts no responsibility for and shall have no liability in respect of any delay in onward payment attributable to the late arrival of monies or instruction of payment relative to the payment cut off times or as a result of any fault of the paying or designated bank. In any event the parties agree that the time of receipt of the currency by the third party is not of the essence.
    8. Without prejudice to clause 2.3, if the Client asks WTUK to move the Value Date to a date later than originally agreed and WTUK agrees to do this, the Client will be liable for any costs and losses which WTUK incurs because of this change.
  5. Charges
    1. The Client shall pay WTUK's commission and other charges (including but not limited to such administration charges and charges for late payment as may be agreed) ("the Charges") in accordance with the Payment Provisions.
  6. Margin
    1. WTUK may require the Client to make an immediate advance payment to WTUK in respect of certain Orders, including without limitation forward contracts WTUK may agree to accept from the Client from time to time ("the Margin"). This is to provide WTUK with security in respect of the risk it is incurring on the Order prior to the Client making payment.
    2. If it is not paid in advance payment of the Margin shall be made in accordance with the Payment Provisions.
    3. If it is not paid in advance the Margin will be held by WTUK in trust for the Client in a designated client account and until such time as the Margin vests in WTUK the Client warrants that the Margin shall be free from and the Client shall not create over the Margin any charge or other encumbrance.
    4. The Client shall not be entitled to any interest on the Margin or on any other monies WTUK holds on the Client's behalf on any Order.
    5. The Margin shall vest automatically in WTUK on the occurrence of any one of the following events:
      1. the Value Date or, in the event that the Order is closed out prior to the Value Date, on the instruction of the Client;
      2. at such time as WTUK incurs any costs, losses or liabilities or is exposed to any rise in currency exchange rates (as WTUK in its absolute direction shall decide)on behalf of the Client in respect of any Order, in such an event that proportion of the money, held as the Margin, equal to WTUK's costs, losses and liabilities shall vest automatically in WTUK;
      3. the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against it present to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by WTUK) or in the case of a partnership has a bankruptcy petition presented against a partner ("an Event of Insolvency") or any other similar or analogous event occurs under the laws of any applicable jurisdiction or the Client ceases or threatens to cease to carry on all or part of its business;
      4. the Client is not able to comply with or is in breach of any of the terms of this Agreement.
    6. If the market moves unfavourably WTUK may require the Client to provide a greater Margin to reflect the increased risk (the "Margin Call"). In the event of a Margin Call being made the Client shall pay all monies required pursuant to the Margin Call in accordance with the Payment Provisions to WTUK within 24 hours of WTUK first communicating the Margin Call to the Client. The Client's failure to do so shall be a fundamental breach of these Terms and shall entitle WTUK, without prejudice to any other remedy available to it, to immediately and without notice to the Client close out the Order without liability.
    7. Without prejudice to clause 11, the Client shall fully indemnify WTUK and keep WTUK indemnified on demand in respect of any losses, costs, charge or expenses and any other liability which WTUK may incur in closing out or unwinding any forward contracts. WTUK may use the Margin to pay such sum.
  7. Capacity and Warranties
    1. The law requires WTUK to know its client. This means that WTUK must know that the Client is who it states it is and obtain proof. WTUK must also know that the Client is exchanging currency for a legitimate and non-speculative purpose. Accordingly, when signing this Agreement and making any Order the Client warrants that:
      1. it is acting as a principal and not as an agent or intermediary for any third party and has full power, authority and legal capacity to enter into this Agreement and every Order executed thereunder;
      2. all information supplied to WTUK relating to this Agreement is true and accurate in all material respects and the Client will not omit or withhold any information which would render the information so supplied to be false or inaccurate in any material respect;
      3. it is entering into this Agreement in connection with its trade or business or for other legitimate, non-speculative commercial purposes, or for a genuine reason for requiring an exchange of currency, such as a contract to purchase property goods or services and not for investment purposes;
      4. it will provide to WTUK on request such information regarding its financial and business affairs as WTUK may reasonably require (including without prejudice to the foregoing, any obligation relating to the Money Laundering Regulations 2007);
      5. all sums paid by the Client to WTUK under this Agreement belong to the Client, have not been obtained by illegal means, are in no way tainted by criminal activity and are not subject to any charge, encumbrance or other security.
  8. Disputes
    1. The parties agree and consent to:
      1. the electronic recording by either party of telephone conversation between the parties with or without an automatic tone warning device; and
      2. the use of such recordings or transcripts from such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.
    2. Any such recordings or transcripts made by WTUK may be destroyed by WTUK in accordance with WTUK 's normal practice.
  9. Termination
    1. WTUK shall have the right to close out all or part of any Orders from the market without prior notice or further liability to the Client upon or at any time after the happening of any of the following events:
      1. the Client shall fail to make any payment for an Order when due and in accordance with this Agreement;
      2. the Client breaches any of the terms of this Agreement or fails to comply with its obligations to WTUK in respect of any Order;
      3. it becomes or may become unlawful for WTUK to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business or if WTUK or the Client are requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally binding.
      4. an Event of Insolvency (as defined in clause 6.5.3) or if the Client ceases or threatens to cease to carry on all or part of its business;
      5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction; or
      6. WTUK at its absolute discretion considers it necessary or desirable to do so for its own protection provided that WTUK shall immediately inform the Client if it has closed out all or part of any Orders pursuant to this clause.
    2. If the Client becomes aware of the occurrence of any event referred to in clause 9.1, it shall give WTUK notice of such event forthwith.
    3. WTUK may retain all or any of the Client's monies if it is required to do so by law and then deal with the money as ordered by a court or other body of competent jurisdiction.
  10. WTUK's Liability to the Client
    1. In this clause and clause 11 "Liability" shall mean losses, costs (including legal costs) damages, expenses, taxes, duties, charges or any other liability whatsoever.
    2. WTUK shall not be liable to the Client for Liability arising out of this Agreement or any Order made in pursuance of this Agreement by reason of any cause except where it is due to the negligence or breach of contract of WTUK.
    3. In any event WTUK will only be liable for direct losses and WTUK expressly excludes any liability for consequential loss (including loss of profits) or damage.
    4. In addition WTUK's liability to the Client under these Terms shall not exceed £50,000 in respect of any one claim or in aggregate.
    5. Nothing in this agreement shall limit or exclude the liability of either party:

      (a) for death or personal injury resulting from negligence; or

      (b) for fraud or fraudulent misrepresentation; or

      (c) for breach of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 198.10.6 WTUK excludes all liability other than that accepted in this clause 10 to the fullest extent permitted by law and, without prejudice to the generality of the foregoing, WTUK accepts no responsibility for any delay or the fault or failure of any third party involved in the transmission, provision or delivery of any Order.

  11. Clients Liability to WTUK's
    1. The Client shall indemnify and keep WTUK indemnified on demand against all Liabilities incurred by WTUK 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 WTUK may certify to be necessary to compensate it for all Liability sustained or incurred by WTUK (including but not limited to WTUK 's loss of profits) as a result of:
      1. any default in payment by the Client or any sum under this Agreement or any Order when due or any other breach by the Client of this Agreement;
      2. WTUK doing and taking all and any action and steps whatsoever to carry out the terms of any Client instructions whether oral or written from or purporting to be from Authorised Persons for such purpose pursuant to and in accordance with clause 2 above; or
      3. WTUK exercising its right under these Terms to terminate all or any part of any Order.
      4. WTUK may charge the Client interest daily on any amounts owing to WTUK at the rate of 4 per cent per annum above the Bank of England base rate from time to time in force compounded daily from the due date until payment.
    2. In the event of a default in payment by the Client WTUK may without notice to the Client combine, consolidate or merge all or any of the Liabilities of the Client and may set-off or transfer any sums from time to time owed to the Client in or towards the satisfaction of any of the Liabilities of the Client and notwithstanding that the Liabilities may not be expressed in the same currency WTUK is authorised to effect any necessary currency conversions at the rates then prevailing.
  12. General
    1. Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term of this Agreement.
    2. The Client agrees that nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.
    3. Clause 11 shall survive termination of any Order made under the Terms.
    4. These Terms, together with the documents referred to therein and the Application Form, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior oral and written communications with respect thereto. If you require changes please make sure that you ask for these to be put in writing. In that way we can avoid any problems surrounding what we and you are expected to do.
    5. WTUK may amend these Terms if we have a valid reason for doing so by notice in writing to the Client at any time and such amendment shall be binding with the agreement of the Client from the date that the client places its next proposed Order. Any such amendment shall not be retrospective or affect any rights or obligations that may already exist in respect to any Order.
    6. Should any of the Terms be deemed unenforceable or illegal, the remaining Terms will nevertheless continue in full force and effect.
    7. The Client may not assign this agreement without the written consent of WTUK.
    8. Any failure by either party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
    9. Any reference in the Terms to the singular shall where appropriate include the plural and vice versa.
    10. These Terms shall be governed and construed in accordance with English Law.
  13. Data Protection
    1. We are keen to strike a fair balance between your personal privacy and ensuring you obtain a good service from us. We are fully registered under the United Kingdom's Data Protection Act 1998. Further information about this Act can be found at www.ico.gov.uk.
    2. In this clause 13 "Your Personal Data" means personal data about you or your employees that was: i) provided in the Application Form; and/or ii) provided by you, or generated by us, in the course of our relationship.
    3. We may process Your Personal Data in order to process and fulfil Orders and to communicate with you about your account. We may also collect and process Your Personal Data in order to perform credit checks and similar from time to time in order to allow us to set your trading limits.
    4. We may also use Your Personal Data to send you or your employees marketing information about services that may be of interest to you that are offered by us, or by members of our Group of Companies. However, each release of marketing material will include the ability to opt out from future marketing information. You may also opt out from marketing information at any time by contacting your account manager.
    5. Where you instruct us to make a payment to an individual on your behalf then we may need to process personal data about that individual in order to complete the payment. You will supply that information and you will ensure that the relevant individual(s) consent(s) to our processing of that data in order to make that payment. In addition, we may supply some of Your Personal Data to the payee or the payee's bank in order to complete the payment. If the payee or the payee's bank is outside the European Economic Area then that supply may include a transfer of Your Personal Data to a country outside the European Economic Area.
    6. We may outsource or contract the provision of IT services to third parties, and if we do those third parties may hold and process Your Personal Data. However, in that event we will ensure that the IT supplier only processes Your Personal Data for us, and as directed by us.
    7. We may from time to time re-organise our corporate structure. Accordingly, we may pass Your Personal Data to other companies in our Group of Companies. If we do then we will ensure that those other Companies comply with the provisions of this clause 13 in relation to Your Personal Data. If we sell all or part of our business then we may pass Your Personal Data to the purchaser. In that event, we will ensure that the purchase contacts you after completion of the sale to inform you of the identity of the purchaser.
    8. At all times we will process Your Personal Data in accordance with UK law. We will not sell Your Personal Data to any third party (other than as part of a wider sale of the business). Other than as set out in this clause 13, or where we are required or compelled to do so under law, we will not disclose Your Personal Data to anyone else. Other than as set out in this clause 13, we will not transfer Your Personal Data outside the European Economic Area. We will use reasonable endeavours to prevent unauthorised access to Your Personal Data in our possession or control.
    9. When you view one of our web-sites some information may be stored on your computer. This information will be in the form of a "cookie" or similar file and will help us to improve your browsing experience. Cookies allow web-sites to be tailored to better match your interests and preferences. With most Internet browsers, you can erase cookies from your computer hard drive, block all cookies or receive a warning before a cookie is stored. Please refer to your Internet browser instructions or help screen or learn more about these functions.
  14. Complaints
    1. In the unlikely event that you are dissatisfied with any of the services we perform in the first instance, in accordance with our complaints procedure we require you to inform us of your complaint either initially verbally or in writing. Please detail the full nature of your complaint by contacting us:
    2. By Post:

      WTUK Limited

      Chesterfield House

      1 Station Street

      Bingham

      Nottinghamshire

      NG13 8AQ

      Email: support@whitesgroup.com

      Telephone: 01159 415959

    3. Your complaint will be passed to the relevant person and a written acknowledgement that your complaint has been received will be sent within 5 working days, along with details of our review process.
    4. If you are not happy with how we have handled any complaint, you have the right to forward your concerns to the Financial Ombudsman Service (FOS). You can contact the Financial Ombudsman Service at:
    5. The Financial Ombudsman Service (UK)

      Exchange Tower

      London

      E14 9SR

      Telephone: 0300 123 9 123 or 0800 023 4567

      Website: https://help.financial-ombudsman.org.uk/help

    6. The Financial Ombudsman Service will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings against us.
    7. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
  15. Governing Law and Jurisdiction
    1. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

WTUK Limited | Registered Office: WTUK Limited, Chesterfield House, 1 Station Street, Bingham, Nottinghamshire, NG13 8AQ. Registered in England No. 08261731 | WTUK Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011, Reference number 900536, for the issuing of electronic money.