Terms and Conditions
Effective Date: March 2025 (Version 1.0)
Introduction
VFX Financial (DIFC) Limited (“VFX”) is incorporated in the Dubai International Financial Centre (“DIFC”) under Commercial Licence No. CL9659. We are regulated by the Dubai Financial Services Authority (“DFSA”) (FSP No. F010820) as a licensed Category 3D entity, enabling us to:
(i) provide money services in relation to currency exchange, operating a payment account (including providing money transmission), and issuing payment instruments;
(ii) advise on or arrange money services in relation to stored value payment instruments provided by our affiliate, VFX Financial Plc; and
(iii) advise on financial products and arrange deals in investments, in accordance with the rules and regulations prescribed by the DFSA, including but not limited to the DFSA Rulebook: Prudential – Investment, Insurance Intermediation and Banking Module (“PIB”), and the DFSA Rulebook: Conduct of Business Module (“COB”) (together referred to as the “DFSA Rules”).Our registered office is located at Office Tower, Level 16, Central Park, DIFC, Dubai, United Arab Emirates.
As a Client of VFX, you will have access to multi-currency payment accounts for pay-ins and pay-outs, currency conversions (as part of the overall service offering), and the ability to transfer or remit funds through our cloud-based Online Platform and App.
VFX provides spot currency exchange and local and international money transmission services to retail and professional Clients through the VFX E-Money Account. Should you require a Forward or Derivative Transaction, or a Prepaid Card, you will be introduced to our Affiliate, VFX Financial Plc (UK), which is regulated by the Financial Conduct Authority and acts as the programme manager for prepaid cards under the trade name “EasyFX”, issued and operated by Paysafe Holdings UK Ltd.
It is your responsibility to ensure that VFX is kept up to date with your contact details and any information that may affect your status.
Definitions and Interpretations
Whenever used in these Terms and Conditions (“T&Cs”), unless inconsistent with the subject matter or context, the following words and expressions shall have the meanings set out below:
“Act of Insolvency”, in relation to you, means:
(a) your inability, as a company, to pay your debts as they fall due; your suspension of payments on any of your debts; or, by reason of actual or anticipated financial difficulties, the commencement of negotiations with one or more of your creditors with a view to rescheduling your indebtedness, as determined in accordance with Article 81 of DIFC Law No. 1 of 2019 (the Insolvency Law); and
(b) except where the context otherwise requires, includes:
(i) the approval of a Voluntary Arrangement under Part 2 of the Insolvency Law;
(ii) the appointment of an administrative receiver under Part 5 of the Insolvency Law; or
(iii) any corporate action, legal proceeding or other step taken in relation to:the suspension of payments, moratorium of any indebtedness, winding-up, dissolution, administration, or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), other than a solvent liquidation or reorganisation;
a composition, compromise, assignment, or arrangement with any creditor;
the appointment of a liquidator, administrative receiver, administrator, compulsory manager, or other similar officer in respect of the company or any of its assets;
enforcement of any security over any assets of the company; or
any analogous procedure or step taken in any jurisdiction;
or if you suspend, cease, or threaten to suspend or cease carrying on all or a substantial part of your business.
“Affiliate” means, in relation to VFX, any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with VFX. In the context of this Agreement, it refers specifically to VFX Financial Plc (as defined below).
“Agreement” means, collectively, these Terms and Conditions, the Privacy Policy, the Schedule of Fees and Charges, and any other document incorporated by reference herein.
“AML” means anti-money laundering and/or the Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module (DFSA AML Module), as the context requires.
“Applicable Law” means all laws, regulations, and guidance issued by government or regulatory bodies applicable to the business of VFX.
“Application Form” means the application form completed by you for the purposes of entering into this Agreement, including any supplemental forms or other information submitted by you.
“Authorised Person” means any person authorised by you to act on your behalf and give instructions to VFX.
“Balance(s)” means any amount(s) held in your VFX E-Money Account with us.
“Beneficiary” means you or any third-party payee nominated by you in an E-Money Order.
“Business Day” means a day on which commercial banks are open for business in the United Arab Emirates.
“Client” means the party who has agreed to become bound by this Agreement and is receiving VFX’s E-Money, payment, and foreign exchange services pursuant to these Terms. “Client’s” and “Clients” shall be construed accordingly.
“Client Safeguarding Account” has the meaning given in Clause 18.1 of this Agreement.
“Client Segregated Account” has the meaning given in Clause 18.2 of this Agreement.
“Confidential Information” means information of a confidential nature concerning the other party’s business, plans, customers, clients, technology, services, and products, including all information, whether tangible or intangible, marked or designated as confidential or that should reasonably be understood to be confidential.
Information will not be deemed confidential if it:
(i) was known to the receiving party prior to disclosure by the disclosing party;
(ii) becomes known to the receiving party from a source not under an obligation of confidentiality;
(iii) becomes public other than through a breach of this Agreement; or
(iv) is independently developed by the receiving party.“E-Money Order” means an instruction by you to us to:
(a) make a transfer; or
(b) make a payment.“EEA” means the European Economic Area.
“Fees” means the charges payable to us for the Services, as described in Clause 24.
“Financial Position” means your overall financial condition, as determined by us in our sole discretion, including but not limited to reference to items on your balance sheet and income statements, such as assets, liabilities, revenues, expenses, net earnings, and equity.
“Force Majeure” means any abnormal or unforeseeable circumstance beyond the reasonable control of the affected party that impacts its ability to perform any of its obligations under this Agreement, including, without limitation, acts of God; expropriation or confiscation of facilities; war, hostilities, rebellion, terrorist activity; national or local emergencies; sabotage or riots; floods, fires, explosions, or other natural disasters; compliance with any law, order, rule, regulation, or direction; failure of electronic transfer, computer systems, or communications networks; industrial action; or pandemic.
“Loss” means any loss, cost (including legal and professional fees), damage, expense, tax, duty, charge, or other liability whatsoever.
“Margin” means such amount as we determine, in our sole discretion, from time to time, that you are required to provide to us for the purpose of securing or otherwise collateralising your obligations and liabilities under this Agreement.
“Margin Call” means a request by us for Margin, issued by email confirmation and detailing the terms of the Margin required.
“Online Platform” means the electronic system or interface provided by VFX to you, including any API, and which may include an App for use on a mobile device.
“Party” means either VFX or you, each acting as a principal under this Agreement.
“Parties” means both VFX and you, collectively acting as principals under this Agreement.
“Platform” means a third-party platform.
“Recipient” or “Receiver” means the person who receives (or intends to receive) funds through the Services.
“Restricted Party” means any person or entity that:
(a) is listed or referred to on any list of designated or sanctioned parties maintained under applicable Sanctions;
(b) is located in, or ordinarily resident in, any country or territory subject to comprehensive territorial Sanctions (currently including the Crimea and Sevastopol region of Ukraine, the Donetsk, Luhansk, Kherson, or Zaporizhzhia oblasts of Ukraine, Cuba, Iran, North Korea, and Syria) (Sanctioned Countries);
(c) is a government (including agencies and instrumentalities) that is targeted by Sanctions (currently including the governments of Russia and Venezuela, in addition to those of Sanctioned Countries) (Sanctioned Governments); or
(d) is owned (50% or more, directly or indirectly, individually or in the aggregate) or controlled by, or acting on behalf of, a person or entity falling within paragraphs (a)–(c) above.“Sanctions” means any sanctions, export or trade controls, embargoes, customs, anti-boycott or similar laws, rules, or regulations imposed or administered by any country or intergovernmental or supranational organisation, including the United Nations, United Kingdom, United States of America, European Union, or any other body whose laws apply to you or us. In the event of a conflict between this Agreement and any applicable Sanctions, the Sanctions shall prevail.
“Services” means all products, services, content, features, technologies, and functions offered by us, including related websites and applications (such as the VFX App, Online Platform, and Website).
“Strong Customer Authentication” means the requirements under Rule 5.5.9 of the DFSA Rulebook – General Module (GEN) whereby VFX ensures access to its IT systems and networks is properly secured through:
(a) strong password authentication;
(b) multi-factor authentication (MFA) or equivalent protection for systems accessible from the internet;
(c) MFA or equivalent protection for privileged access; and
(d) encryption techniques securing communication between users and VFX systems.
These controls include, at minimum, initial password change requirements, password complexity and history rules, validity periods, and lockout thresholds after repeated failed logins. For mobile devices, access controls and encryption techniques address risks associated with remote use.“Spread” means the mark-up or mark-down, or the difference between the exchange rate VFX agrees with a liquidity provider and the rate quoted to the Client.
“Trades” means any Spot Contract, Forward Contract, or other transaction entered into between you and our Affiliate in connection with this Agreement.
“Unique Identifier” means a specific code or number assigned to a transaction made using the Online Platform or VFX App E-Money Account.
“VFX Card” means the prepaid Mastercard® card issued under the Prepaid Terms and Conditions and linked to your VFX Account.
“VFX E-Money Account” means the electronic money (or “e-money”) account you open and maintain with VFX through the Online Platform or VFX App, as further described in Clause 4.
“VFX Financial Plc” means VFX Financial Plc, incorporated in England and Wales (Company No. 06589361), with its registered office at Dukes House, 32–38 Dukes Place, London EC3A 7LP.
“Website” means the website available at www.vfxplc.ae.
“We”, “us”, or “our” means VFX.
“You” or “your” means the natural person or legal entity in whose name the VFX E-Money Account is opened and maintained.
In this Agreement:
when we refer to a person, this could mean any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra- governmental agency or department, state or agency of state or any other entity;
references to the singular include the plural and vice versa;
references to a time of day are to UAE time;
words such as include, includes, including, or in particular are for illustration only and do not limit the preceding words;
references to a party or parties mean you and/or us, as the context requires; and
headings and clause numbering are for guidance only and shall not affect the interpretation of this Agreement.
Our Relationship with You: Terms and Conditions
This Agreement constitutes a Client Agreement for the purposes of the DFSA Rules and sets out the Terms and Conditions (“T&Cs”) governing the relationship between the persons (acting in the course of business or profession which they carry on, or in their individual capacity) referenced in the Application Form or on our Online Platform (the “Client”, “you”, “your”) and VFX (“us”, “we”, “our”), and the use of our wallet in respect of our products and services. You agree to these T&Cs when you apply to open your account and when you use the VFX App or the VFX Online Platform. By using our Services, you confirm that you have read and accepted these T&Cs. The T&Cs are available via the VFX App, Online Platform, and on our Website. You may also obtain the T&Cs by contacting a VFX Representative. Any additional information you may require on how your account works is available in our Frequently Asked Questions (“FAQs”).Your VFX E-Money Account
To use one or more Services, you must register to create a VFX E-Money Account by either:
using our Online Platform, clicking on “Open Account,” and following the instructions (including signing the online Application Form); or
completing and signing an Application Form and returning it to us (by email or post).
When using the Online Platform:
you agree to keep your VFX E-Money Account log-in details safe at all times, change your password regularly, and never disclose your log-in details or password to any other person; and
if you become aware that your log-in details, password, or other security features relating to your VFX E-Money Account have been or may have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you must immediately (i) change your password and (ii) contact us.
The functionalities of the VFX E-Money Account will only be made available once the registration steps, as detailed in Clause 6, or any other registration process deemed necessary by us, have been fulfilled.
Your VFX E-Money Account is a multi-currency electronic money account or wallet that enables you to store funds with VFX, convert funds from one currency to another, and send and receive electronic payments through e-channels using your VFX Card. Your VFX E-Money Account is an interest-free electronic money account and is not a bank account. The electronic money held in your VFX E-Money Account does not expire unless you terminate the use of the Services, in which case the money will be transferred to a bank account designated by you.
Electronic money is purchased and stored on your VFX E-Money Account following VFX’s receipt of funds from you.
You are permitted to use the following payment methods to fund your VFX E-Money Account:
electronic or wire bank transfer from a bank account in your name or your business’s name; or
electronic or wire bank transfer from an account in the name of a third party, according to a valid and binding agreement between you and such third party.
You may redeem the full monetary value of the electronic money in your VFX E-Money Account at any time and on demand, subject always to any right of set-off which may apply as set out in Clauses 10.2 and 13.6.2.
VFX will not charge a fee for redeeming your electronic money.
If, following any redemption, transactions are found to have been made, or charges or Fees incurred on your VFX E-Money Account exceed the available funds, VFX will notify you of such account discrepancies, and you agree to pay VFX on demand within one (1) Business Day for any outstanding amounts owed to VFX.
To comply with its legal or regulatory requirements, VFX may from time to time carry out necessary checks prior to authorising any redemption or transfer of funds to you.
VFX will provide a two-factor authentication security system in accordance with Strong Customer Authentication when you access your VFX E-Money Account or for the authentication of your payment instructions to a Beneficiary.
Subject to compliance with general authentication requirements, VFX, at its sole discretion, may not apply Strong Customer Authentication in the following circumstances:
Trusted Beneficiaries: where you identify the payee as part of a list of trusted beneficiaries previously created by you.
Recurring Payments: Strong Customer Authentication is applied when you create, amend, or initiate for the first time a series of recurring transactions with the same amount and payee. The initiation of any subsequent payment transactions included in the series is exempt from Strong Customer Authentication measures for a maximum period of 12 months.
Inter-Account Credit Transfers: where you initiate a credit transfer in circumstances where you and the payee are the same person, and both accounts are held by VFX.
Low-Value Transactions: where you initiate a remote electronic payment transaction for a value not exceeding AED 125, and the cumulative amount of previous remote electronic payment transactions initiated by you since the last application of Strong Customer Authentication does not exceed AED 425; or the number of previous remote electronic payment transactions initiated by you since the last application of Strong Customer Authentication does not exceed five consecutive individual transactions.
Low-Risk Transaction Assessment: at VFX’s reasonable discretion, where you initiate a payment instruction identified by VFX as posing a low level of risk according to our transaction monitoring mechanisms.
VFX will treat any instruction from a third-party provider to check your VFX E-Money Account information or to make payments from your VFX E-Money Account as if it were coming from you. VFX may block a third-party provider from accessing your VFX E-Money Account if VFX believes the provider is acting without your permission or fraudulently.
You may not assign or transfer any claims or rights you have in respect of your VFX E-Money Account to any third party or otherwise grant any third party any security right or other legal interest over it.
If VFX suspects a payment made into your VFX E-Money Account is made by mistake or linked to fraud or other criminal activity, VFX may block your access to your VFX E-Money Account completely or block access to funds of an equal or lesser value to the payment. VFX will do this while investigating the issue and will not seek your permission before doing so. Depending on the outcome of the investigation, VFX may either return the funds to the paying bank or remove the block. You authorise VFX to return the funds to the paying bank even if this leaves your account overdrawn, and VFX may provide details about you to the paying bank to facilitate recovery.
Subject to the terms of the Client Agreement and these T&Cs, your VFX E-Money Account allows you to:
load funds onto the VFX E-Money Account;
make payments using such funds via your VFX Card to suppliers, vendors, employees, clients;
transfer funds into your own corporate accounts (domestic as well as international);
pay salaries to your employees;
enter into Trades (foreign exchange transactions including spot and forwards) through our Affiliate;
maintain Balances in the currencies denominated by you;
receive funds from third parties; and
manage your account through the VFX App
We may, from time to time, enable other functionalities as agreed between us, and such additional functionalities will be governed under this Agreement and any supplemental terms entered into by you in respect of such additional services.
Eligibility to Use our Services
To use our Services, you must meet the following requirements:
Be a resident of the UAE with a valid Emirates ID and visa; or
Be a company incorporated in the UAE with a valid trade license; and
Hold a bank account in your name or in the name of your business.
Your relationship with us
This Agreement shall take effect (the “Effective Date”) between you and us on the earlier of:
You opening an E-Money Account on our Online Platform and signing an online Application Form, subject to completion of onboarding in accordance with our AML policies and procedures; or
Signing and returning to us a copy of the Application Form (by email or post), subject to completion of onboarding in accordance with our AML policies and procedures.
You must immediately notify us of any changes to the information you have previously provided, including:
A change in name, registered address, directors, country of incorporation, Authorised Persons, shareholders, or ultimate beneficial owners;
A material change to your business activities or operations; or
A material change to your Financial Position.
You represent, warrant, and undertake to us that, as at the Effective Date and on an ongoing basis:
You have and will continue to provide us with accurate, current, complete, and true information and any documentation required under these T&Cs;
You will keep your information with us up to date;
You will promptly provide evidence of your identity and any additional information we may require confirming your identity and information on transaction Recipients;
You will at all times comply with all Applicable Laws, any provisions of your constitutional documents, and any orders or judgments of any court or other agency applicable to you;
You will not use the Services and/or the VFX E-Money Account for money laundering, tax evasion, terrorist financing, or any other illegal activities;
You and each Authorised Person have and will maintain all required rights, powers, permits, licenses, consents, permissions, and authorisations to enter into this Agreement, make use of the Services, and perform your obligations under this Agreement. You shall be liable for any instructions and actions carried out by an Authorised Person pursuant to this Agreement (acting within the limits of their authority as you have notified us), as if you had carried out the action yourself. It is your responsibility to withdraw authority from, or impose limits on, any Authorised Person;
You have full power, capacity, and authority to enter into and perform your obligations under this Agreement or any transaction contemplated herein;
If you are not a natural person, the person(s) signing this Agreement have been duly authorised to execute this Agreement on your behalf;
You authorise and agree to our verification of any information and/or documentation provided from sources we consider appropriate;
You understand that if we hold your funds in a jurisdiction outside the DIFC, the market practices, insolvency, and legal regime applicable in that jurisdiction may differ from the regime applicable in the DIFC;
You will be liable to pay any applicable Fees in connection with our Services, including the use of the VFX E-Money Account;
You are responsible for paying any costs, taxes, Fees, or charges that may apply to you but are not charged by us and/or will not be paid through us. It is your responsibility to determine applicable taxes and to collect, report, and remit the correct amount to the relevant tax authorities. From time to time, we may ask you to confirm the information we hold and/or provide additional information and documents to help us manage your account;
Neither you nor any of your parent, subsidiary, ultimate beneficial owners (holding at least 25% interest, as defined under the DFSA AML Rulebook), affiliates, or any agent or service provider (including a financing or processing bank), in each case deployed or used in the performance of this Agreement:
(a) Are a Restricted Party;
(b) In the past five years, have breached any sanctions;
(c) Will transfer or receive any funds to, from, or via a Restricted Party, or otherwise in breach of Sanctions applicable to you or us;
(d) Have had any transactions or services declined by any bank or other service provider in the last five years on the grounds that performing such transactions or providing such services would breach or create exposure to enforcement or other adverse action under Sanctions.6.3.14 You:
(a) Will at all times, in connection with the activities envisaged under this Agreement, comply with the Sanctions and will not use the Services and/or the VFX E-Money Account for any activity that may breach the Sanctions or expose us to breaching or other adverse or enforcement actions under the Sanctions, including, without limiting the foregoing, any activity or transaction with a Sanctioned Country or a Restricted Party;
(b) Are not, and in the past five years have not been, subject to any investigation or enquiry into your compliance with Sanctions, or any allegations of any breach of, or involvement in any breach of, Sanctions; and
(c) Will immediately notify VFX if any of the representations and warranties in clauses 6.3.12 and 6.3.13 are or become incorrect, providing such information as we may reasonably request to understand the nature and implications of such matters.
You understand and agree that, at any time prior to the occurrence of a Termination Date, if we consider (at our sole and absolute discretion) that one or more of the events set out in clause 12.3 (Termination) has occurred and is continuing with respect to you, we may, without notice, suspend:
The provision of all or any Services to you under this Agreement;
The payment of any amount that has become due and payable from us to you; and/or
Any debit or credit entries being made to your VFX E-Money Account.
Joint accounts
If you, as the Client under this Agreement, consist of more than one person:
Your obligations under this Agreement shall be joint and several obligations of all such persons, and references to “you” or the “Client” in this Agreement shall be construed accordingly.
We shall be authorised to act on the instructions of any one or more of such persons, which shall be binding on all.
Any Balance in the VFX E-Money Account shall at all times be considered equally owned by all such persons.
Any notice or other communication given to any such person shall, for the purposes of this Agreement, be deemed to be given to all.
Our authority under this Agreement is given by you on behalf of your successors in title as well as yourself. On the death or legally recognised declaration of incapacity or incapability of any of you, this Agreement will not terminate but will remain binding on the other person(s) constituting the Client, and we may treat such survivor(s) as the only persons party to this Agreement with us.
If there are no surviving joint account holders, on your death or legally recognised declaration of incapacity or incapability, this Agreement will continue in effect until terminated in writing by your personal representatives.
On your death, or the death or legally recognised declaration of incapacity of any of you, we are also entitled to terminate or suspend the performance of this Agreement until we have received satisfactory evidence of the authority of any heirs, successors, executors, or trustees, as the case may be. However, all acts performed by us, our Affiliates, or any third-party service providers prior to receiving written notice of such death, incapacity, or incapability shall be valid and binding on you and/or your successors in title (as appropriate). We may (but, prior to any grant of representation, are not bound to) act on the instructions of your personal representatives.
The right of each joint account holder (or, if any joint account holder has died, the surviving joint account holder(s)) to operate the VFX E-Money Account on their own is subject to us not being made aware in writing of any dispute between the joint account holders. If we are made aware of any such dispute in writing, we shall, in our absolute discretion, have the right to suspend the VFX E-Money Account and require that any instructions relating to the VFX E-Money Account be agreed by all joint account holders (or their legitimate successor(s)).
Limitation of Liability
You understand and agree that we provide no representation or warranty (to you or any other person) that the Services provided to you hereunder will meet any particular requirements, that their operation will be entirely error-free, or that any defects will be capable of correction or improvement. In the absence of fraud, no oral or written information or advice given by us or our Affiliates (or our Affiliates’ respective directors, officers, employees, agents, representatives, or subcontractors) shall create any representation or warranty or give rise to any other liability, other than as expressly set out in this Agreement.
Except as expressly provided in this Agreement, the Online Platform and any manuals or other materials provided to you are supplied on an “as is” and “as available” basis. You agree that the express obligations and warranties made by us in this Agreement are in lieu of, and to the exclusion of, any warranty, condition, or representation of any kind (express or implied, statutory or otherwise) relating to the Online Platform or any materials provided to you under or in connection with this Agreement, including, without limitation, any warranty as to reliability, availability, accuracy, completeness, performance, functionality, conformance with description, satisfactory quality, fitness for purpose, or freedom from errors or defects.
You agree that the Online Platform and App are, and shall remain, the exclusive property of VFX, and you are granted a non-exclusive, non-transferable, and non-sub-licensable license to access the Online Platform solely in connection with this Agreement. All intellectual property rights in the Online Platform remain vested with VFX or the third parties that licensed them to VFX. You are not permitted to recreate, copy, modify, reproduce, or distribute the Online Platform, or create derivative works from it, or permit its reverse engineering, disassembly, decompilation, or otherwise attempt to ascertain the source code or internal workings of the Online Platform.
You acknowledge and agree that data transmitted via the Online Platform and/or electronically may not be encrypted and that, even if encrypted, such data could be accessed or tampered with by unauthorised parties, may not arrive in the form transmitted (or at all), may become corrupted, and/or may contain harmful code. You agree to assume all risk of Loss arising out of or in connection therewith.
Without prejudice to Clauses 8.6 and 8.7 below, neither VFX nor any of our Affiliates shall be liable to you or any of your affiliates for any indirect, special, consequential, or incidental loss of profits, business, contracts, goodwill, reputation, opportunity, revenue production, or anticipated savings, howsoever caused, arising out of or in connection with any supply, failure to supply, or delay in supplying any of the Services, the Online Platform, or otherwise in connection with this Agreement.
We shall not be liable to you or any of your affiliates for any Losses incurred:
if we are prevented by Applicable Law from fulfilling any of our obligations under this Agreement;
arising out of or in connection with a Force Majeure Event;
arising from your failure to comply with the terms of Clause 4.2; or
arising out of or in connection with any Service provided to you (including, without limitation, any Transfer) where we have acted on instructions which we reasonably believed were provided by you or an Authorised Party;
due to the use of an incorrect Unique Identifier by you.
(a) You agree that the Payment Order is deemed to be correctly executed by us provided such execution is completed using the Unique Identifier assigned to the Transaction
(b) Where a Unique Identifier provided by you is incorrect, we are not liable for non-execution or defective execution of the Payment Order and will only endeavour to take reasonable steps to recover the funds involved in the Payment Order.
Our entire liability to you for any Loss or otherwise:
arising from any failure by us to process a Transfer in accordance with this Agreement is limited to the cost of reprocessing such Transfer less any applicable Fees payable to us; and
whether for negligence, breach of contract, misrepresentation, or otherwise arising out of or in connection with this Agreement, in aggregate for any consecutive 12-month period, shall not exceed AED 25,000.
Whilst we may provide you with information about foreign exchange markets and related matters, we do not provide advice. Any decision you make to enter into a Trade (through our Affiliate) or request a Transfer is made on your own judgement. It is your responsibility to familiarise yourself with foreign exchange products and services.
We shall not provide you with any Service and/or access to the VFX E-Money Account to the extent that to do so would expose us or any of our Affiliates, agents, or service providers (including correspondent banks that may be US persons) to breaching any Sanctions or any other enforcement or adverse action under Sanctions.
You acknowledge and agree that where you have been introduced to an Affiliate, VFX is not bound by any separate agreements entered into between you and the Affiliate. It is also clarified that the Affiliate is not authorised by VFX to bind VFX in any way, to offer guarantees against Losses, or to provide foreign exchange services or legal, investment, or tax advice on VFX’s behalf. You further acknowledge that VFX may enter into profit-sharing arrangements with the Affiliate for the introduction of a client and may require certain personal data to be shared.
Indemnification
You undertake to indemnify and hold harmless VFX and our Affiliates (and our and their respective directors, officers, employees, agents, representatives, and subcontractors) (each an “Indemnified Person” and together the “Indemnified Persons”) from and against any and all Losses suffered or incurred by any of them in the course of, or as a result of, anything done or omitted to be done for the purposes of carrying out any of the Services for you, or otherwise acting upon your instructions in accordance with this Agreement, or otherwise caused by a failure by you to comply with your obligations or representations and warranties hereunder, save to the extent that such Losses flow directly from the wilful default, fraud, or negligence on the part of the Indemnified Person concerned.
The benefit of this Clause shall apply severally to each Indemnified Person and shall also be enforceable by us on behalf of ourselves and on behalf of any other Indemnified Person. You waive any right you may have of first requiring us (or any other Indemnified Person) to proceed against or enforce any other rights, security, or claim or payment from any person before claiming from you under this Clause. This waiver applies notwithstanding any Applicable Laws or any provision of this Agreement to the contrary. Further, you expressly confirm that you intend that this indemnity shall extend from time to time to any and all variations to this Agreement.
For the avoidance of doubt, if a claim is brought against any of the Indemnified Persons by a Beneficiary or any other third party, we shall be entitled to settle or otherwise deal with the claim in our sole discretion. Further, if any discharge, release, or arrangement (whether in respect of your obligations or any security for those obligations or otherwise) is made by us in whole or in part on the basis of any payment, security, or other disposition which is avoided or must be restored in insolvency, liquidation, administration, or otherwise, without limitation, then your liability under this Clause shall continue or be reinstated as if the discharge, release, or arrangement had not occurred.
Combination and Consolidation of Accounts and Set-off Rights
You acknowledge and agree that, subject to any Applicable Law, we have the right, in our sole discretion, at any time and without notice to you, to:
(a) transfer any property interchangeably between any of your VFX E-Money Accounts;
(b) combine, merge, or consolidate any and all of your VFX E-Money Accounts; and/or
(c) set off any sum standing to the credit of any VFX E-Money Account against any payments, claims, costs, charges, penalties, expenses, or other liabilities which you owe to us (or any of our Affiliates), except where it has been agreed between us that a particular VFX E-Money Account or VFX E-Money Accounts will not be subject to the provisions of this Clause.At any time and from time to time, we may, without prior notice, set off any amount owing by you to us (or to any of our Affiliates) against any other amount owing by us to you.
All amounts due to us by you under this Agreement shall be paid by you to us in full, without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by Applicable Laws).
Any exercise by us of our rights under this Clause shall be without prejudice to, and shall not limit or affect, any other rights or remedies available to us under this Agreement or otherwise.
Without prejudice to any other rights and remedies available to us under Applicable Laws, we may charge interest on any overdue sum owed to us under this Agreement for the period from (and including) the original due date to (but excluding) the actual date of payment, at the Interest Rate.
You understand and agree that we may, from time to time, prevent you from withdrawing funds from any VFX E-Money Account where any sums (including any Payment and/or Margin) are due but unpaid by you to us under the terms of this Agreement.
Variations to the Agreement
This Agreement and the documents referenced herein may be updated and/or amended by us at any time and from time to time for any reason, including, without limitation:
to reflect a change in Applicable Laws or market practice;
if we determine, in our sole discretion, that the change is for the benefit of Clients;
to reflect a change in our costs of operating your VFX E-Money Account or our costs of providing Services;
where new Services are provided by us to you or to improve our existing Services;
due to changes in technology (including, without limitation, any change in or enhancement to the security steps required to access your VFX E-Money Account); or
to respond to any other change that affects us.
Any updates and/or amendments we make to this Agreement and the documents referenced herein will be communicated to you in writing (by reference to our Website, www.vfxplc.ae, and/or by any other method we may determine in our sole discretion) at least two (2) weeks before such updates and/or amendments take effect, unless such updates and/or amendments are, in our reasonable determination:
required by Applicable Law;
to your advantage; or
represent a change to an external reference exchange rate to which your exchange rate is linked. In such circumstances, we may make the necessary updates and/or amendments immediately and inform you of the same after they take effect.
If you disagree with the updates and/or amendments, you have the right to terminate this Agreement by providing notice to us before the updates and/or amendments take effect. If you do not notify us of your termination before such time, you shall be deemed to have accepted the updates and/or amendments.
Termination
Subject to Clause 12.2, either party may terminate this Agreement at any time without reason by giving at least one (1) month’s prior written notice to the other.
You must not close your VFX E-Money Account to avoid an investigation. If you attempt to close your account during an investigation, we may hold your funds until the investigation is fully completed to protect our or any third party’s interests. You agree that you will remain responsible for all obligations related to your VFX E-Money Account even after it is closed.
We may terminate this Agreement on any day with immediate effect, without giving prior notice to you, for reasons including (but not limited to) the following:
you become a Restricted Party;
we suspect that you are using the VFX E-Money Account or VFX Card fraudulently, inappropriately, or for criminal or illegal purposes, or that someone else is using your VFX Card or VFX E-Money Account without your authority;
we suspect that you are involved in a push payment fraud or any arrangement connected with such fraud involving a third-party account;
we reasonably suspect that you are not using your VFX E-Money Account or Services for their intended purpose, or that your use is inconsistent with fair usage of the Services;
you have provided incorrect information to VFX, or VFX does not have sufficient information to operate the VFX Card or your VFX E-Money Account, or it transpires that you are not entitled to open or maintain a VFX E-Money Account;
we are required to do so to fulfil our obligations under any Applicable Laws or to avoid enforcement or other adverse measures thereunder;
you have breached Applicable Laws or caused VFX, its Affiliates, or our agents or service providers (including correspondent banks) to breach such laws, including those relating to fraud, anti-money laundering, Sanctions, or terrorist financing, or to be exposed to enforcement action or other adverse measures thereunder;
you have breached the terms of this Agreement (including, but not limited to, any (i) representation, warranty or undertaking or (ii) obligation) or any other agreement with us or our Affiliates, including any letter of undertaking as to Sanctions compliance entered into by you and us in connection with this Agreement;
that you have failed to make a Payment or pay the due Fees when due, or you fail to repay any monies owed to VFX;
that you have filed for bankruptcy or insolvency, are being wound up, or an Act of Insolvency is taking place;
that continuing to provide you with Services could give rise to unacceptable risk to VFX’s business, including a risk to VFX’s Online Platform and App, or could damage VFX’s reputation or goodwill;
VFX is requested or required to do so by a partner bank / financial institution;
VFX has reason to believe that you are in breach of applicable law or regulation; or
we have any material concerns over the adequacy of the information you have provided to us;
if we receive written confirmation of your death, mental incapacity, or incapacity;
that an applicable regulatory or law enforcement authority has initiated, or has announced that it will initiate, a regulatory or enforcement action, or investigation against you;
VFX is requested, required or directed to do so for legal or regulatory reasons or at the direction of a regulator, court of law, government authority, public agency or law enforcement authorities.
that your conduct is disreputable or is capable of damaging our reputation (or the reputation of our Affiliates) by association;
that there is a change in your circumstances (including, without limitation, a deterioration in or change to your Financial Position) or in the nature of your business which we consider materially adverse to us being able to continue providing Services to you hereunder;
that there has been a change in the beneficial ownership of your entity of more than 50% of the issued share capital or voting rights;
that a Force Majeure Event has occurred and as a consequence of such we are prevented from, or it becomes impossible or impracticable for us to provide Services to you;
that you are no longer suitable to receive the Services;
that there has been the occurrence of any default, event of default, termination or other similar condition or event in respect of you or any of your Affiliates under one or more agreements with us or any of our Affiliates (a “Cross-Default”); or
that our relationship with you presents a business risk to us or any of our Affiliates.
You will notify us immediately upon becoming aware of the occurrence of any of the events referred to in Clause 12.3 above.
Consequences of termination
On, or as soon as reasonably possible following, the Termination Date, we shall determine (in our sole discretion):
the amount recorded as being held in your VFX E-Money Accounts on the Termination Date; and
the total balances of any amounts, other Losses, payments, Fees, and/or commissions payable by you as a result of the provision of Services by us pursuant to this Agreement or otherwise, and which remain to be paid.
Based on the sums so established pursuant to Clause 13.1, we shall determine the balance due from each party to the other (each a “Due Balance”). Following such determination, and subject to Applicable Laws, a party’s Due Balance shall be set off against the other party’s Due Balance, and the net balance of such set-off shall be calculated, with the resulting balance being the “Termination Amount”.
Subject to Applicable Laws, if the Due Balance owed by you to us is greater than the Due Balance owed by us to you, the Termination Amount shall be payable by you to us; and if the Due Balance owed by us to you is greater than the Due Balance owed by you to us, the Termination Amount shall be payable by us to you.
For the purposes of this calculation, all sums not denominated in USD shall be converted into USD at the spot rate prevailing at such dates and times as determined by us, acting reasonably.
All pending transactions, payment instructions, and charges will be processed and deducted from your VFX E-Money Account, or as applicable, the VFX Card, before VFX returns any remaining funds to you and closes your VFX E-Money Account. Any sums owed by you to VFX under this Agreement shall become immediately due and payable. You shall pay such sums into a bank account nominated by VFX as soon as reasonably practicable (and no later than five Business Days after the termination of this Agreement).
The parties understand and agree that, following the Termination Date, we will not be required to accept any further instructions from you.
In the event that all or any part of the Termination Amount owed by you to us is not paid when due, such unpaid amount will accrue interest for the period from (and including) the original due date to (but excluding) the actual date of payment, at the Interest Rate.
Subject to Applicable Laws, if the Termination Amount is payable by:
you to us, such amount shall be immediately due and payable to our Nominated Account; or
us to you, such amount shall be immediately due and payable to your nominated bank account (in all cases, subject to our rights to set off such Termination Amount in accordance with the terms of this Agreement).
Upon or following the occurrence of a Termination Date, and subject to Applicable Laws, we shall have the right, without prior notice to you or any other person, to:
set off any Termination Amount owed by us to you against any obligation owed by you (or any of your Affiliates) to us (or any of our Affiliates), whether or not arising under this Agreement, matured or contingent, and irrespective of the currency, place of payment, or booking office of the obligation; or
set off any Termination Amount owed by you to us against any obligation owed by us (or any of our Affiliates) to you (or any of your Affiliates), whether or not arising under this Agreement, matured or contingent, and irrespective of the currency, place of payment, or booking office of the obligation (the “Other Amounts”).
To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. For the purpose of cross-currency set-off, we may convert either obligation at the applicable market exchange rate selected by us on the relevant date. If an amount of an obligation is unascertained, we may estimate that amount and set off in respect of the estimate, subject to the relevant party accounting to the other when the amount of the obligation is ascertained.
Nothing in this Clause 13.7 will be effective to create a charge or other security interest. This Clause 13.7 will be without prejudice to, and in addition to, any right of set-off, offset, combination of accounts, lien, right of retention or withholding, or similar right or requirement to which a party is otherwise entitled or subject (whether by operation of law, contract, or otherwise).
Following the payment of the Termination Amount in full (and, if applicable, any set-off in accordance with Clause 13.6.2, we may close your VFX E-Money Account(s)).
The termination of this Agreement shall not affect any provisions of this Agreement that are expressly or by necessary implication intended to survive such termination.
In circumstances where notice has been given by either party to terminate this Agreement, VFX will continue to perform its obligations under this Agreement until the effective date of termination.
Contacting Us/Complaints
Our communications with you will be through social media, the in-app chat, SMS, email, and by phone, where appropriate. We will inform you when there are updates to the Terms and Conditions. You must check your emails for such updates. VFX is not responsible for any loss resulting from your failure to review these communications.
If you wish to contact us regarding your VFX E-Money Account or any of the Services, you may do so through any of the following methods:
the help button on the VFX App;
a VFX Representative; or
by email to complaints@vfxplc.com.
If you are unhappy with any of our Services, you can contact a VFX Representative using any of the following methods:
Telephone: +971 4572 8865
Post: The Compliance Department,
VFX Financial (DIFC) Limited,
Office Tower, Level 16, Central Park, DIFC, Dubai, UAE.Website: www.vfxplc.ae
For further information on our complaints policy, please visit our website at www.vfxplc.ae under the Complaints Information section. A copy of our complaints policy is also available upon request, free of charge.
All communications between VFX and you may be recorded.
The VFX E-Money Account
Your VFX E-Money Account is an electronic money account that enables you to send and receive electronic payments in accordance with the terms of this Clause.
Your VFX E-Money Account is not a personal bank or deposit account, and you will not earn any interest on the funds held in your VFX E-Money Account.
As the provider of your VFX E-Money Account, we are authorised by the Dubai Financial Services Authority (“DFSA”) to provide Money Services in or from the Dubai International Financial Centre (“DIFC”), which allows us to provide and operate payment accounts.
As a DFSA-regulated entity, we are required under the DFSA Rules to ensure that the funds received by us from you are subject to the protections conferred by the DFSA’s Client Money Provisions. Accordingly, such funds will be held on your behalf in one or more segregated bank accounts, separate from our own funds (refer to Clause 18.2 of this Agreement).
In the event of our insolvency, winding up, or any other Act of Insolvency, these funds will be subject to the DFSA’s Client Money Distribution Rules as set out under the DFSA Rules.
Where we receive funds from you, they will initially be received into a non-segregated account. After receipt, such funds will be transferred into the relevant segregated bank account(s) within one Business Day.
You acknowledge and understand that, where we hold your funds in a jurisdiction outside the DIFC:
the market practices, insolvency, and legal regime applicable in that jurisdiction may differ from those applicable in the DIFC; and
we may hold your funds in an account with one of our Affiliates.
Your VFX E-Money Account(s) will be denominated in the currency or currencies selected by you.
Using the VFX E-Money Account
You may add money to your VFX E-Money Account by securely linking your bank account to your wallet. If your bank is not listed on the VFX App, you may contact us for our bank account details to transfer money directly from your bank account, subject to our approval. Once you have transferred funds, we will reconcile the transfer and update your account balance. Although your funds will appear in your Account, you will only be able to use them once VFX has received payment. We will notify you by SMS when your funds have been applied to your account.
Upon receipt of funds from you (or on your behalf from third parties), we will issue the corresponding value of electronic money to credit your VFX E-Money Account.
Your VFX E-Money Account may be used to:
(a) store funds in one or more currencies nominated by you;
(b) make Transfers;
(c) make payments in connection with obligations under this Agreement; and
(d) pay Margin.We will not allow you to make any Transfer or Payment from your VFX E-Money Account if this would result in a negative balance. You must ensure that you have sufficient funds, including for any Margin Calls. If you do not have sufficient funds or owe us any amount, we may postpone or cancel a Payment Transaction and impose a charge to cover our related costs.
The maximum amount you may send in a day is subject to transaction limits, which are displayed on the Online Platform and within the VFX App when initiating a transaction. If your transactions exceed these limits, the transaction that breaches the limit—and any subsequent transactions—will be declined until the next day.
You must pay all applicable Fees for our Services. We may impose Fees or charges, including fees for maintaining an E-Money Account and/or per Order or E-Money Order, at our discretion.
Details of our fee structure are included in the fee sheet provided separately (as updated and communicated in writing from time to time). We will inform you of applicable Fees when you place or when we process an E-Money Order. All Fees are exclusive of taxes (including any applicable value-added tax).
Other costs, taxes, fees, or charges may apply to you that are not charged or collected by us unless otherwise agreed in writing. You are responsible for determining, collecting, reporting, and remitting any applicable taxes to the relevant authorities.
If we are required to withhold any taxes, we may deduct them from amounts otherwise payable to you and remit them to the appropriate authority.
You may place an E-Money Order and/or an Order from your VFX E-Money Account via the Online Platform, the VFX App, or (with our prior written consent) a third-party platform, or by telephone or email.
When placing an E-Money Order and/or an Order, you must provide all required details (including any Unique Identifier and other information requested).
An E-Money Order and/or an Order will be deemed authorised by you if the relevant instruction has been given:
(i) in accordance with this Agreement (including any applicable security procedures);
(ii) pursuant to any specific arrangements agreed with you and governed by separate Terms and Conditions; or
(iii) through any third-party provider.We may treat any instruction generated or given through your use of the Services, or through any third-party provider, as if it were given by you or an Authorised Party, and the resulting E-Money Order and/or Order as authorised accordingly.
Notwithstanding any provision to the contrary in this Agreement, where an E-Money Order and/or an Order relates to a payment for a future date at least 1 Business Day after the instruction, we confirm that you may reserve the right to withdraw that instruction provided that at least 1 Business Day’s written notice is given to us prior to the date on which the Beneficiary’s Account is to be credited.
We reserve the right to stop the use of any means or method (including our Online Platform) you or an Authorised Party use to give us an E-Money Order and/or Order (an “Order Facility”) on reasonable grounds relating to security or the suspicion of unauthorised or fraudulent use.
Before stopping the use of any Order Facility, we will inform you of our intention and provide reasons, unless it is not reasonably practicable to do so. In such cases, we will inform you immediately afterwards. We will communicate in the manner we consider most appropriate under the circumstances and are not obliged to inform you where doing so would compromise our security measures or otherwise contravene Applicable Law.
You may request that the use of the Order Facility is reinstated by following the notification procedure outlined above, but we are not obliged to accede to your request until the reasons for stopping its use cease to exist.
We reserve the right to refuse any E-Money Order or Order (including those via a third-party provider) that does not meet the conditions set out in this Agreement or whose execution would contravene Applicable Laws. We shall not be liable for any such refusal.
Unless prohibited by Applicable Law, we will notify you no later than the next Business Day regarding:
the fact of refusal;
where possible, the reasons for the refusal; and
any procedure you may use to rectify factual errors that led to the refusal.
You acknowledge that for transactions which are:
payment transactions in euro within the EEA;
national payment transactions in a non-euro currency of a member state of the EEA;
or cross-border payment transactions within the EEA involving conversion between euro and a non-euro currency of a member state (where the conversion occurs in the non-euro currency state),
and in the case of cross-border euro transactions, the Beneficiary’s Account shall be credited no later than the end of the Business Day following the Business Day on which we received the relevant Payment Order. Payment Orders received after 4 p.m. (London time) on any Business Day shall be deemed received on the following Business Day.
Where you make a payment using your VFX E-Money Account, the amount of the payment will be deducted by us from your VFX E-Money Account Balance. You must ensure that you have sufficient funds in your VFX E-Money Account to cover the amount of the E-Money Order or Order you wish to make. If you do not have sufficient funds, we reserve the right to postpone the execution of such E-Money Order or Order and may impose a charge to cover the costs incurred.
You can check the Balance held in your VFX E-Money Account by logging into the Online Platform or the VFX App (to the extent the relevant Service(s) are enabled). Key information relating to payments made using the VFX E-Money Account, including all Fees and any other charges applied and the transaction history, will be available (in accordance with Applicable Laws) by logging into the Online Platform or VFX App.
Each transaction made using the Online Platform or the VFX App E-Money Account will be assigned a Unique Identifier, which will be recorded in the transaction history. You must quote this Unique Identifier when communicating with a VFX Representative regarding a particular transaction.
Unless we agree otherwise, any redemption from your VFX E-Money Account or the VFX App E-Money Account will be made to the bank account you notified to us when you first registered to use our Services. You may request a redemption through the Online Platform or VFX App, unless we agree otherwise.
You understand and agree that, notwithstanding the terms of this Clause 16, we may at any time delay a payment to or from your VFX E-Money Account or VFX App E-Money Account while conducting investigations or reasonable checks and enquiries to ensure that such payment will not contravene any Applicable Laws. We may suspend, terminate, or cancel any payments which we believe, at our sole discretion, contravene Applicable Laws.
Depending on the country you are sending a transaction to, there may be a receiving limit imposed by that country. VFX has no control over such limits. For any payment, you must provide:
the amount you wish to send;
the Recipient’s full name as per government-issued photo identification (where applicable);
SWIFT/BIC and IBAN details of the Recipient; and
any additional information that allows us to identify the Recipient and perform required checks.
These requirements may cause delays in processing the payment. It is your responsibility to ensure that all payment details are correct and complete. Incorrect details may delay your payment or result in rejection. Money sent to a wrong account could be lost. VFX does not accept liability for incorrect details resulting in delayed or lost payments.
Where we reject, suspend, amend, decline, or cancel a Payment Transaction, we shall notify you as soon as reasonably practicable, and to the extent permitted by Applicable Law, providing the reasons for such action.
Once we have received and confirmed your payment instruction, we will provide you with the following information by way of a Transaction Receipt and/or Payment Instruction Confirmation:
the applicable currency;
the amount of the sale currency and/or the purchase currency;
the foreign exchange rate we intend to apply (actual or indicative). If quoted rates are indicative, we will clearly state that they are ‘indicative rates’;
the fees or charges applicable to the payment transaction;
the amount to be made in respect of the payment transaction;
any Margin payable by you as a consequence of such payment (which we may later request at our discretion);
any additional information relevant to the payment or the Terms that we intend to apply; and
the date and time.
You must carefully review the Transaction Receipt and notify us within one (1) hour of initiating the payment if you believe any details are incorrect. We reserve the right to impose additional charges for any modifications requested by you.
If we do not hear from you within this timeframe, you understand and agree that you will be deemed to have accepted the information provided on the Transaction Receipt.
Unless otherwise agreed, your payment instruction may not be revoked or cancelled after it has been received by us.
Unless otherwise agreed, any redemption from your VFX E-Money Account will only be made to the bank account you notified to us when you first registered to use our Services.
Segregation & Safeguarding of Client Funds
You will send funds to a Client Segregated Account as notified to you by VFX in the Transaction Confirmation, or otherwise as deemed appropriate by VFX from time to time.
In accordance with the DFSA Rules, VFX will move relevant funds into Client Safeguarding Accounts by the relevant date as required by law. VFX confirms that:
The Client Safeguarding Accounts are held with a reputable bank (an authorised credit institution), and VFX confirms that the funds in these accounts are separated from VFX’s own operational bank accounts and are recognised as being beneficially owned by VFX’s Clients only.
VFX holds all funds in the Client Safeguarding Accounts, which means the Client remains the beneficial owner of these funds until such time when VFX incurs any losses in connection with, or arising out of, any of the Client’s outstanding Contracts. At that point, VFX is permitted to exercise its set-off rights under Clauses 13.6.1 and 13.6.2 at its sole discretion, and these funds will be moved from the Client Safeguarding Accounts because VFX will become the beneficial owner of the proportion of the funds equal to its losses, without notice or further demand from VFX to you, thereby allowing VFX to exercise its set-off rights under Clauses 13.6.1 and 13.6.2 at its sole discretion.
At no time whatsoever are funds in the Client Safeguarding Accounts combined with VFX’s operational bank accounts, and all funds held in these accounts are legally recognised as belonging only to you, the Client of VFX, subject to Clause 17.2.2 above.
VFX’s bank is not entitled to combine these accounts with any other account, or to exercise any right of set-off or counterclaim against money in these accounts.
The purpose of keeping Client funds in Client Safeguarding Accounts is to ensure that, in the unlikely event of its insolvency or if a financial claim is made against VFX, no creditor or claimant can claim funds held in these accounts. No lien is held over funds in these accounts, meaning that no other person or institution will have any rights or interest over the funds in these accounts (except as set out in Clause above).
The Client acknowledges that VFX may pass funds held for, or received from, the Client to its UK and/or EEA banking partners to hold or control in order to effect a Transaction through, or with, that entity, or to satisfy the Client’s obligations to VFX, including amounts payable by the Client for Margin.
Pursuant to the DFSA Rules, VFX will not apply interest on funds paid to VFX, including balances held in Client Safeguarding Accounts, and VFX may retain any interest which accrues from funds held in any accounts.
As the Client’s VFX Account is not a bank account, the Client will not be covered by the Central Bank of the UAE’s Deposit Guarantee Scheme.
Liability for incorrect execution and unauthorised payments
In the case of an E-Money Order that we agree has been improperly executed due to our mistake, we shall immediately refund the amount to your VFX E-Money Account. In the event that you identify an error in an E-Money Order, you must notify us in writing as soon as possible after becoming aware of the error, in any case, no later than six months after the date the E-Money Order was executed, after which time we will have no obligation to investigate or act upon your notification or provide a refund.
In the case of an unauthorised payment from your VFX E-Money Account, at your written request we shall refund the unauthorised payment amount to your VFX E-Money Account within 3 Business Days. We will not, however, be required to refund such a payment:
Where your actions (or omissions) have caused or contributed to the unauthorised payment being made from your VFX E-Money Account;
Where the unauthorised payment arises from your failure to keep your VFX E-Money Account log-in, password, or other security details safe;
If you fail to notify us without undue delay of any Loss or misuse of a log-in or password, or another event that could reasonably be expected to have compromised the security of your VFX E-Money Account after you have gained knowledge of such event, in which case you shall remain liable for all Losses incurred after gaining such knowledge;
If you fail to dispute and bring the unauthorised payment to our attention in writing within six months from the date of the relevant payment; or
Where you have acted fraudulently or with gross negligence.
You further understand and agree that:
In the event that you discover an unauthorised payment, you must notify us no later than six (6) months from the date of that unauthorised payment in order to be entitled to redress;
In the event that a payment was not authorised by you, we will refund the amount of the transaction to you, and your maximum liability in respect of such unauthorised payment will be AED 175, unless you are found to have acted fraudulently, negligently, or allowed another person to use your VFX E-Money Account;
Where you believe that a Payment Transaction was unauthorised or incorrectly executed, you must notify us without undue delay and, in any event, no later than six (6) months from the date of such unauthorised or incorrectly executed payment. We will make appropriate efforts to investigate and, where we have failed to perform or have incorrectly performed such payment transactions, we will make good and correct the error.
Limiting use of your VFX E-Money Account
We may suspend or otherwise restrict the functionality of your VFX E-Money Account on any reasonable grounds relating to the security of the VFX E-Money Account or any of its security features, or if we reasonably suspect that an unauthorised or fraudulent use of your VFX E-Money Account has occurred, that any of its security features have been compromised, or where a Force Majeure Event occurs and is continuing. At any time and from time to time (in our sole and absolute discretion), we may increase or otherwise enhance our security checks in relation to your VFX E-Money Account and any Payment Order made by you.
We may also suspend your VFX E-Money Account, restrict its functionality, and/or reduce your trading limit to nil if any payments of Fees to VFX are outstanding.
We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance, or, where it is impracticable to do so, immediately after the suspension or restriction has been imposed, unless that would be unlawful or compromise our reasonable security interests.
We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
Your use of a Third Party Provider
You have the right, to the extent permitted by Applicable Laws, with respect to your VFX E-Money Account, to make use of a third party provider.
We may deny a third party provider access to your VFX E-Money Account for any reason relating to unauthorised or fraudulent access to your VFX E-Money Account by that third party provider, including the unauthorised or fraudulent initiation of an E-Money Order. Unless we are excused by Applicable Laws from giving such notification, we will notify you in the manner we consider most appropriate under the circumstances of the denial of access and, unless excused by Applicable Laws from providing such reasons, we will notify you of the reasons for the denial before access is denied. If it is not reasonably practicable to do so, we will notify you as soon as reasonably practicable afterwards. You acknowledge that we may be required to report the incident to the relevant competent authority, including details of the case and the reasons for taking action.
You acknowledge and agree that it is your responsibility, and not the responsibility of the relevant third party provider, to notify us of any unauthorised or incorrectly executed E-Money Order and/or Order, or any non-executed or defective funds transfer in accordance with this Agreement, notwithstanding that the E-Money Order and/or Order, or relevant funds transfer, was initiated through a third party provider. Further, we may disregard such notification if received from a third party provider.
Receiving payments and using account details in your name
Subject to this Clause 20 and any restrictions set out in this Agreement, you may request VFX E-Money Account details, which you can provide to third parties so that they can send funds to your VFX E-Money Account in a specified currency. We may charge a fee for this service, and the provision of such service is at our discretion and subject to Applicable Laws. It is important that you or the third party (as applicable) enter the correct account details when executing the payment. Upon receipt of the funds by us, we will issue the corresponding value of electronic money to credit your VFX E-Money Account. For certain incoming payments, we may request additional information in line with our obligations under Applicable Laws, for example, copies of invoices for one or more incoming payments. If you or the third party enter incorrect account details and, as a result, we do not receive the funds, we are not responsible for any Losses incurred.
Subject to Clause 20 and this Agreement, you can receive payments from the following third parties:
your clients;
vendors or other commercial partners;
your affiliates, subsidiaries, or other legal entities within your corporate group.
You may not use your VFX E-Money Account details to set up direct debits or receive payments from short-term lenders unless otherwise agreed in writing by us.
Please note that supported currencies are subject to change and may be subject to further restrictions. You must consult with a VFX Representative to confirm if the currency you expect to receive is supported. Please visit our Website for further information about your VFX E-Money Account. If you receive funds in a currency different from your VFX E-Money Account, these funds will be converted at our applicable currency conversion rate. VFX and its Affiliates will not be responsible for any Losses you may incur as a result of this exchange. If funds are received in an unsupported currency, the payment may be declined, and VFX and its Affiliates will not be responsible for any Losses incurred.
You are responsible for paying all taxes and related charges resulting from receiving funds using your VFX E-Money Account. If you are unclear about your obligations, you should seek independent advice from a tax professional.
Payments made to your VFX E-Money Account may be subject to reversal (for example, if one of your clients exercises cancellation rights). If we receive such a request, we may deduct the relevant amount from your VFX E-Money Account and pay it back to the payer or the payer’s payment service provider. VFX and its Affiliates will not be responsible for any Losses you may incur as a result.
We will not provide VFX E-Money Account details to businesses or support transactions involving, directly or indirectly, online gambling, pornography, firearms, illegal drugs and paraphernalia, prescription drugs from unlicensed or online pharmacies, forged documents, products infringing copyrights or counterfeit goods, pawn shops, cryptocurrencies, or any activity that VFX deems illegal or contrary to Applicable Laws (“Excluded Business”).
At our discretion, we may assign one or more account details in your name, which consist of an account number and other necessary information to accept or make payments in a given currency. These account details act as a routing address for your VFX E-Money Account. Payments sent using such account details will be reconciled to your VFX E-Money Account Balance, and funds received by us referencing these account details will be treated in the same manner as any other funds you hold with us.
Eligibility to use account details in your name is subject to change and dependent on certain country restrictions and Applicable Laws. We reserve the right to refuse to provide account details in your name. Before providing such account details, we may request additional information or documentation to comply with our regulatory obligations or Applicable Laws. You must provide the requested information within a reasonable timeframe.
Conflicts of Interest
Occasions may arise where we, or one of our clients, have some form of interest in business we are transacting on your behalf. We will take reasonable steps to identify and manage conflicts or potential conflicts of interest between us and our Clients, and between one Client and another, to ensure that a Client’s interests are not adversely affected and that all Clients are treated fairly. We have arrangements and a conflict of interest policy in place to help manage such risks. You may request a copy of this policy at any time.
Where we are aware of a conflict or potential conflict of interest, we will prevent or manage it by using one or more of the following arrangements as appropriate:
Establishing and maintaining effective information barriers to restrict the communication of relevant information;
Disclosing the conflict of interest to you in writing, either generally or in relation to a specific Transaction; or
Relying on a written policy of independence, which requires an Employee to disregard any conflict of interest when advising a Client or exercising discretion.
If we are unable to prevent or manage a conflict or potential conflict of interest as provided above, we will decline to act for that Client. We or one of our Affiliates may have an interest, relationship, or have entered into arrangements in connection with any services offered by us or our Affiliates (an “Interest”). Please note that such an Interest may not be separately disclosed to you before each transaction or arrangement, or upon advice or recommendation from us.
Third Party Platform
You may, with our prior written consent, use a Third Party Platform to access a Service.
If you use a Third Party Platform, you acknowledge and agree that:
The provider of the Platform (the “Platform Provider”) may have, depending on the Service(s) enabled, access to your General Client Account and all transactions, data, and other information contained therein, which may include sensitive personal information.
We are not responsible for the Platform, its content, functionality, availability, security, accuracy, reliability, performance, quality, suitability, or any other aspect of the Platform. We make no representations, warranties, or endorsements of any kind regarding the Platform or any products, services, information, or materials available on or through the Platform.
We are not a party to, and have no control over, any agreement or arrangement between you and the Platform Provider. You are solely responsible for complying with the Platform Provider’s terms of use, privacy policy, and any other policies or rules, and for paying any fees, charges, or costs associated with your use of the Platform. We are not liable for any loss, damage, claim, liability, expense, or cost arising from or relating to your use of the Platform or any breach of your obligations to the Platform Provider.
We do not guarantee that the Platform will be compatible, interoperable, accessible, or functional with our Online Platform, App, telephone, or email services, or with any other systems, devices, software, or hardware you may use. We are not liable for any loss, damage, claim, liability, expense, or cost arising from or relating to any technical issues, errors, interruptions, delays, malfunctions, defects, viruses, bugs, hacks, breaches, or other problems affecting the Platform or your access to or use of the Platform.
We reserve the right to suspend, terminate, modify, or withdraw your access to or use of the Platform at any time, without notice or liability, for any reason or no reason. This includes, but is not limited to, situations where VFX believes your use of the Platform violates any applicable law, regulation, VFX Terms and Conditions, or VFX policies or procedures, or if VFX ceases to have a contractual relationship with the Platform Provider.
Fees and charges
You agree that VFX reserves the right to impose fees and charges in the form of Margin on Spot FX Spreads, account opening, account maintenance, and outgoing payments for the Services provided under this Agreement. You acknowledge and agree that VFX may earn rebates and commissions for arranging activities (such as the provision of Prepaid Cards, Derivatives, and Forward Contracts) that are referred to its Affiliate(s).
International Payments
Our fees and charges will be clearly presented at the point of making an international payment via the Website, Online Platform, or VFX App. When we execute an international payment at your request, the cost to you will comprise the foreign exchange rate, and, where applicable, a transaction fee and any taxes. The total cost, including the exchange rate, transaction fee, and taxes, will be visible in the VFX App when you initiate the payment.
Our exchange rates are based on foreign exchange market rates and may include a FX Spread. These rates are variable and may change over time in line with movements in the foreign exchange markets.
We reserve the right to adjust our exchange rates at any time without notice. Additionally, we may change the FX Spread when the markets are closed (such as on weekends or public holidays) to prevent losses resulting from currency market fluctuations.
Other Charges and Fees. Additional charges may apply to the use of our Services, as outlined in the Schedule of Charges on our Website. These charges may change in accordance with our Terms and Conditions. For example, fees may apply for amendments to transactions you have requested.
VFX is not liable for the following charges:
Fees your bank may charge you for sending money to your VFX wallet.
Fees the Recipient’s bank may charge for receiving money into their account.
Fees your bank may charge for inward remittance to your bank account.
Intellectual Property
Our Intellectual Property rights include, but are not limited to, the Online Platform, VFX App, Website, their design, our logo, and graphics. You must not:
Alter, sell, publish, or reproduce any part of our App or Website, or any of its contents.
Attempt to gain unauthorised access to our App, Website, or any server, computer, or database connected to our Website.
Reverse engineer any of our Services.
Link any part of our Website to another website, or frame any part of our Website on another website.
Engage in data mining, data extraction, or any similar activity in relation to our App or Website.
Upload illegal or defamatory content to our Website, or introduce viruses or any other harmful code.
Links to Other People’s Sites:
Our Website may contain links to websites that we do not operate or control. These links are provided for your convenience and for informational purposes only. We do not endorse these linked websites and are not responsible for their content. Accessing these links is at your own risk.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws, regulations, and rules applicable in the Dubai International Financial Centre (DIFC). Any dispute between you and us in connection with your VFX E-Money Account or this Agreement may be brought before the courts of the DIFC.
Miscellaneous
The English language is the applicable language for these Terms and Conditions (T&Cs). The English version shall prevail and be conclusive and binding.
No person who is not a party to this Agreement shall have any rights under Federal Law No. 5 on Civil Transactions (UAE Civil Code) to enforce any provision of this Agreement.
The Parties act as principals at all times. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or agency relationship between the Parties.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements relating to its subject matter. You acknowledge that you have not relied on any statement, representation, assurance, or warranty, except as expressly set out in this Agreement.
Where a signature is required, an electronic signature confirmed by VFX is acceptable and has the same legal effect as a handwritten signature. VFX may, at its discretion, require a manuscript signature.
You may not transfer or assign any rights or obligations under this Agreement without VFX’s prior written consent. VFX may, in its reasonable discretion, assign or novate this Agreement or its rights and obligations without prejudice to its other rights or remedies.
Each clause operates separately. If any clause is found to be unlawful or unenforceable, the remaining clauses shall remain in full force and effect.
Any failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of that right, power, or remedy.
In the event of a conflict between these T&Cs and any other documentation produced pursuant to this Agreement, these T&Cs shall prevail.
By accepting this Agreement, you confirm that you have read and understood VFX’s Privacy Policy and Website Terms of Use.
VFX is the data controller of your personal information under applicable data protection laws. You agree that personal information collected by or provided to VFX may be used to:
Comply with anti-money laundering and other financial crime obligations;
Provide the Services under this Agreement;
Meet legal, regulatory, and compliance requirements (including sharing information with regulators, law enforcement, or government bodies);
Disclose information to Affiliates or, if introduced by VFX, to third parties as necessary to provide the Services;
For other purposes set out in VFX’s privacy policy (accessible on VFX’s Website).
Where you instruct VFX in writing to do so, VFX may disclose the information referred to in Clause with any of your lawyers, auditors, parent company, subsidiary or group of companies.
VFX will share with its Affiliates your personal information which is necessary to perform the Services under this Agreement.
VFX will provide you with a copy of this Agreement upon request, which may be sent by post, fax, email, or displayed on VFX’s Website.
