Terms and Conditions - BXP Fx

1.DEFINITIONS

Following words shall have the following meanings unless the context otherwise requires:

1. "Authorized Representatives" shall have the meaning ascribed to the term in Clause 2.2 hereof.
2. "Business Day" shall mean a day, not being a Saturday or a Sunday or a public holiday, on which banks in Mumbai are open for treasury business (including for dealings in foreign currency deposits and exchange) and, in the context of a payment being made to or from a commercial bank in a place other than Mumbai, in such other place.
3. "Business Hours" for all trades through the FX Service shall subject to IDFC FIRST Bank’s discretion and any applicable specific regulatory restrictions, mean 24 hours Monday to Friday on a Business Day."
4. "Cash Transaction" shall mean a foreign exchange transaction wherein delivery (exchange) of foreign currency is to be made on the date of contract;
5. "Client" shall mean any Person availing/proposing to avail the FX Service from IDFC FIRST Bank.
6. "Electronic Instruction" shall mean one or more FX Service(s) related order(s)/instruction(s)/requests(s), information, message or a communication transmitted by the Client to IDFC FIRST Bank through the Online Treasury Platform, BXP.fx.
7. "Online Treasury Platform, BXP.fx" shall mean an online web based platform named as BXP.fx, (or by whatever name called), provided by IDFC FIRST Bank to the Client to facilitate the FX Services.
8. "Password” means the password, personal identification number (PIN), digital signatures or other means of authentication as the IDFC FIRST Bank may specify, from time to time provided to/required to be provided by the Client for accessing the Online Treasury Platform, BXP.fx, and/or by using which the Client may carry out, authorize or authenticate the Transactions.
9. "FX Service(s)” shall mean one or more electronic services provided by IDFC FIRST Bank to its Clients through the Online Treasury Platform, BXP.fx, for facilitating deal booking and other actions pertaining to deals related to foreign exchange and interest rate products undertaken by the Client with IDFC FIRST Bank and monitoring and analyzing foreign exchange and interest rate markets. IDFC FIRST Bank may at its discretion add other services to the same, which if added shall be deemed to be governed by the terms hereof unless otherwise provided by the IDFC FIRST Bank. These additional services may include but shall not be limited to the Online Treasury Platform, BXP.fx, integration, analytics module, online documentation module including online acceptance of deal confirmations, research module and financial markets related information including commentaries. related to services related to foreign exchange and interest rate products, including monitoring and analyzing foreign exchange and interest rate markets, and carrying out Transactions through the ‘Online Treasury Platform’, BXP.fx,
10. "Spot Transaction" shall mean a foreign exchange transaction wherein delivery (exchange) of foreign currency is to be made on the second working day after the date of contract.
11. "Tom Transaction" shall mean a foreign exchange transaction wherein delivery (exchange) of foreign currency is to be made on the next working day after the date of contract;
12. "Terms and Conditions" shall mean the terms and conditions set out hereunder and which shall govern the availment of one or more FX Services by the Client.
13. "Transaction(s)" shall mean submission of one or more Electronic Instruction(s) by the Client on the Online Treasury Platform, BXP.fx, for the purpose of booking deals relating to foreign exchange and interest rate products offered by IDFC FIRST Bank to its Client(s) through the Online Treasury Platform, BXP.fx, including carrying out other consequent actions pertaining to such deals.
14. "Username” means the user identification that shall be granted by the IDFC FIRST Bank to the Client to enable access to the Online Treasury Platform, BXP.fx, and includes any form of login identification (ID)/user identification (ID) provided to the Client by the IDFC FIRST Bank, and as may be modified from time to time.
15. "Website” refers to the website owned, established, and maintained by IDFC FIRST Bank at the URL www.idfcfirstbank.com.

2.ACCESS TO THE ONLINE TREASURY PLATFORM

1. In consideration of the Client agreeing to avail the FX Services from IDFC FIRST Bank and against payment of the fees and charges, if any, charged by the IDFC FIRST Bank, IDFC FIRST Bank shall provide a non-exclusive, revocable, non-transferable license to the Client to access and use the Online Treasury Platform, BXP.fx, on the Website subject to and on the Terms and Conditions set out hereunder.
2. The grant of the license as aforesaid is solely for the benefit of the Client; provided that the Client may authorize for and on its behalf through necessary authorizations/resolutions (as the case may be), one or more of  its employees and partners/members engaged to work exclusively for the Client including the central treasury personnel of the Client’s group company (but not external professional service providers such as advocates, accountants, auditors, outsourcers, etc.) to access and use, exclusively for and on behalf of the Client, the Website and the Online Treasury Platform, BXP.fx, for carrying out the Transactions (“Authorized Representatives”). In case any person other than the Client or the Authorized Representative accesses and/or uses the Online Treasury Platform, BXP.fx, by using the authentication in terms of Clause 3.1 below, the Client shall be liable to IDFC FIRST Bank for breach of the terms hereof. Notwithstanding anything to the contrary hereunder or any related document executed in relation to the Transaction, any access and use of the Online Treasury Platform, BXP.fx, and any Electronic Instruction transmitted using the Username and Password by any person shall be deemed to be the access and use for and on behalf of the Client by the Authorized Representatives and therefore shall be deemed to be the access and use by the Client as principal and all Transactions including actions/instructions/requests pursuant to such access/use shall be deemed to be by the Client and the Client shall be deemed to be fully and solely responsible and liable for all of those. In case of any such access/use as mentioned in the preceding sentence, IDFC FIRST Bank shall not be liable to any person/Client in any manner whatsoever. The Client shall be bound to ensure that the access and use of the Online Treasury Platform, BXP.fx, is strictly in accordance with the terms hereof.
3. The Client understands and agrees that the client systems and software shall be required to be adequately updated to ensure compatibility with the Online Treasury Platform, BXP.fx and any updation made thereto from time to time. 

3.USERNAME/ PASSWORD

1. The Client understands and agrees that the access and use of the Online Treasury Platform, BXP.fx, and any Electronic Instructions issued thereunder shall be authenticated by a Username and Password which would be allocated to the Client and IDFC FIRST Bank shall be entitled at all times, at its sole discretion, to change the Username or Password and/or require the Client to change its Username and Password. Any such change of the Username or Password shall not be construed / deemed as the commencement of a new contract. 
2. The Client must:
   1. provide to IDFC FIRST Bank an authentic email address for and on behalf of the Client to which the allocated or changed Username and Password would be sent and keep IDFC FIRST Bank informed of any change in the said email address, and IDFC FIRST Bank shall not be responsible for any error in the email address or failure of delivery of the email to such email address or failure of the Client to read or access the email communication and any such email from Bank to the Client shall be deemed to have been received by the Client duly, fully and properly immediately upon IDFC FIRST Bank sending the email to the Client.
   2. Ensure that in the event any third parties gain any unauthorized access to the Client’s email address, the Online Treasury System (through the Client’s Username and Password) and/or the Client’s Transactions, by way of unauthorized hacking of the Username and Password of the Client and/or the Client’s email address or otherwise, the Client shall be solely responsible for any consequences that may arise as a result of such unauthorized use and shall indemnify IDFC FIRST Bank against any liability, costs, damages incurred or suffered by IDFC FIRST Bank as  a result of such unauthorized use,
   3. keep the Username and Password totally confidential and not reveal the same to any person; provided that the Client may provide the same to its Authorized Representatives exclusively for the purposes of availing the FX Services contemplated hereunder.
   4. not allow any unauthorized person to have access to any device including any computer including when left unattended while accessing the Online Treasury Platform, BXP.fx.
   5. immediately report to IDFC FIRST Bank in writing if the Username or Password is lost or stolen or compromised in any manner. The Client agrees that in case of the above, or if the Client forgets the Password, the Client can request for change of the Password. Any such replacement shall not be construed / deemed as the commencement of a new contract.
   6. must access the Online Treasury Platform, BXP.fx, only through the Website from time to time. The Client shall not access the Website through any third party website link which is not intimated by IDFC FIRST Bank.

4.TRANSACTIONS ON THE ONLINE TREASURY PLATFORM

1. As part of the Online Treasury Platform, BXP.fx, IDFC FIRST Bank makes available FX Services, at IDFC FIRST Bank’s discretion, to the Client, in the manner set out hereunder.
2. The Client can issue Electronic Instructions to IDFC FIRST Bank for the following kinds of FX Services in real time, or on Request for Stream(RFS) or on Request for Quote (RFQ) basis: -
   1. Cash, tom, spot and forward transactions;
   2. Foreign exchange options, Interest rate swaps, currency swaps and other products or services as and when the same is offered by IDFC FIRST Bank;
3. The Client may enter into Transactions through the Online Treasury Platform, BXP.fx, via issuance of Electronic Instructions on the Online Treasury Platform, BXP.fx. The Client understands and agrees that the quotation of a rate or price by IDFC FIRST Bank through the Online Treasury Platform, BXP.fx, shall not constitute an offer to make a Transaction and the same shall be merely an invitation to offer. The Electronic Instructions given by the Client through Online Treasury Platform, BXP.fx, shall constitute an offer by the Client to avail the chosen FX Service, at the rate or price quoted by IDFC FIRST Bank, followed by acceptance of such offer by IDFC FIRST Bank. IDFC FIRST Bank will be deemed to have accepted the Electronic Instructions received from the Client only when: -
   1. A deal record subsequent to acceptance of the Client’s Electronic Instructions by IDFC FIRST Bank is automatically generated via the Online Treasury Platform, BXP.fx, database or communicated by IDFC FIRST Bank to the Client in the form of an electronic mail or an attachment to the electronic mail, as the case may be; and.
   2. A deal number is generated by Online Treasury Platform database.
4. It is hereby clarified that the aforesaid deal record generated electronically through the Online Treasury Platform, BXP.fx, shall not constitute a “Confirmation” in terms of Clause 4.11 hereunder. The Client shall notify IDFC FIRST Bank, in the event such deal record is not received within one Business Day of the date on which the Electronic Instruction has been placed by the Client with IDFC FIRST Bank through the Online Treasury Platform, BXP.fx.
5. The Client agrees that that the transmission of Electronic Instructions by the Client, acceptance thereof by IDFC FIRST Bank and generation of deal records and deal numbers through the Online Treasury Platform, BXP.fx, (as may be applicable) may not happen in terms of this Clause 4.3 for reasons beyond either party’s reasonable control including but not limited to mechanical, software, computer, telecommunications or electronic failure. The Client’s acknowledges that to the extent permitted under applicable law, IDFC FIRST Bank shall not be liable to the Client in any way for any loss or damage arising directly or indirectly in connection with delay or failure of transmission of Electronic Instructions by the Client, acceptance thereof by IDFC FIRST Bank and generation of deal records and deal numbers through the Online Treasury Platform, BXP.fx, for any reason whatsoever.
6. The Client agrees that issuance of Electronic Instructions by the Client on the Online Treasury Platform, BXP.fx, and acceptance thereof by IDFC FIRST Bank will constitute a binding obligation of the Client as regards the initiated Transaction. Any cancellation of such Transactions by the Client will be subject to payment of the applicable Cancellation Charges and such other expenses and losses as may be incurred by IDFC FIRST Bank on account of such cancellation.
7. With respect to products in which the prices available to the Client are generated by IDFC FIRST Bank, in the event that one or more prices at which the Client executes one or more transactions differs materially from the prevailing market price for the relevant transactions at such time or is otherwise erroneous in nature (including without limitation inadvertently presenting a bid price as an offer price or vice versa), due to the transmission of one or more incorrect prices by IDFC FIRST Bank, IDFC FIRST Bank is authorized by the Client (without any payment or penalty due to either IDFC FIRST Bank or Client and provided that the foregoing is not contrary to applicable law or regulation) to either (I) terminate such transaction or (ii) amend the price of such transaction (upon notice by IDFC FIRST Bank to the Client of such amended price) to reflect the prevailing market price as of the relevant time. Prevailing market price shall be determined by reference to an available pricing source of accurate information.
8. The Client understands and agrees that the Client shall be entitled to undertake any Transactions pertaining to the FX Services only up to such limits and for such tenor as may be agreed between the Parties.
9. The Client understands and agrees that prior to issuing any Electronic Instructions on the Online Treasury Platform, BXP.fx, with which the Client is not familiar with, or involves risks which the Client cannot assess, it shall be Client's sole responsibility to acquaint itself of the same and/or request the required information from IDFC FIRST Bank and where necessary, request delivery of any relevant documents, so as to enable the Client to form an independent decision as regards the suitability, commercial viability and inherent risks involved in the Transactions proposed to be undertaken by the Client. Any information or documents supplied by IDFC FIRST Bank in this regard shall be merely informative in nature and shall not in any circumstance be a substitute for the Client’s independent judgment of the Transaction.  IDFC FIRST Bank shall in no circumstance be liable to the Client and/or any third party for any losses, claims, damages, expense, cost or liability incurred by such Client and/or third party as a result of the Client making any Transaction.
10. The Client agrees and understands that IDFC FIRST Bank may offer real-time tradable prices to the Client, but the same is subject to change in the sole discretion of IDFC FIRST Bank. The Client also agrees that due to delayed transmission between the Client and IDFC FIRST Bank, the price offered by IDFC FIRST Bank may have changed before the order from the Client is received by IDFC FIRST Bank. Notwithstanding that automatic order execution may be offered to the Client, IDFC FIRST Bank at its sole discretion, shall be entitled to change the price on which the Client's order is executed, depending upon the volatility of foreign exchange rates and the unpredictable fluctuations in the markets or in the event of any delays in placing an order or delays in IDFC FIRST Bank's receipt of the same, including any systemic failure or error and other unavoidable circumstances, to the market value at the time at which the order from the Client was received by IDFC FIRST Bank and the Client agrees to accept the changed price without any dispute.
11. All Electronic Instructions shall be placed by the Client with IDFC FIRST Bank during Business Hours. The Client acknowledges and understands that the placing of an instruction/request by the Client with IDFC FIRST Bank does not guarantee execution of such Electronic Instructions by IDFC FIRST Bank.  Additionally, the execution of such Electronic Instructions by IDFC FIRST Bank shall be subject to the request being in conformity with the limits set by IDFC FIRST Bank for the Client in this regard from time to time, delivery of all the necessary documents, including documents pertaining to the underlying transaction/exposure, to IDFC FIRST Bank, at a place and in a form and manner as prescribed by IDFC FIRST Bank and compliance with the terms and conditions as prescribed by IDFC FIRST Bank from time to time in this regard. In the event of all the required formalities not being complied with within the prescribed time, IDFC FIRST Bank shall have the right to disregard the request placed by the Client or cancel the Transaction. In the event of any such cancellation of the Transaction, the Client shall pay cancellation charges as determined by IDFC FIRST Bank (” Cancellation Charges”) and shall further bear all the losses/expensed whatsoever that may arise on account of such cancellation.
12. The Client may upload all the requisite underlying documents, contracts and declarations pertaining to the Transaction (“Underlying”) on the Online Treasury Platform, BXP.fx, in the event such facility is made available by IDFC FIRST Bank at such time and in such form and manner as IDFC FIRST Bank may deem fit in its sole discretion. IDFC FIRST Bank shall also be entitled to require the Client to ensure compliance with other requirements with regard to the execution of the Transaction or any related matter, as IDFC FIRST Bank may deem fit in its sole discretion. The Client shall comply with any such request/instruction of IDFC FIRST Bank within the time stipulated and in a manner satisfactory to IDFC FIRST Bank. In case the Client does not comply with the requirements of this sub-clause, IDFC FIRST Bank retains a right to revoke/ cancel the FX Service provided to the Clients.
13. The Client understands that IDFC FIRST Bank may send documents relating to Transactions undertaken on the Online Treasury Platform, BXP.fx, including documents detailing the particular terms of the Transaction (” Confirmation”) accepted by IDFC FIRST Bank by electronic means or otherwise. In case of non-availability, for any reason, of e-mail or electronic communication facilities, the Transaction will be confirmed telephonically or otherwise as determined by IDFC FIRST Bank. Electronic delivery may be in the form of an electronic mail, an attachment to the electronic mail, or in the form of an available download from the Website. IDFC FIRST Bank would be deemed to have fulfilled its legal obligation to deliver to the Client any document, if such document is sent via electronic means. Failure to advise IDFC FIRST Bank of any difficulty in opening a document so delivered within twenty-four (24) hours after delivery shall serve as an affirmation regarding the acceptance of the document. 

5.ADDITIONAL TERMS AND CONDITIONS APPLICABLE FOR FX RATE BOOKING

1. The Client shall make a request to IDFC FIRST Bank to book the exchange rates for value date Cash/Tom/Spot Transaction through modes acceptable to IDFC FIRST Bank.
2. The IDFC FIRST Bank in its discretion either may agree to accept the booking of foreign exchange basis the request made by the Client and without completion of scrutiny of documents, or the account being sufficiently funded to process the transaction subject to the Terms and Conditions or IDFC FIRST Bank may in its discretion, refuse to book the rates without completion of scrutiny of documents, or ensure sufficient funding to process the Transaction in which case it shall inform the Client accordingly.
3. The Client agrees and understands that, in the case where IDFC FIRST Bank accepts booking of foreign exchange after the scrutiny of documents as submitted by the Client, such scrutiny may take time and there may be a fluctuation in the rate by the time IDFC FIRST Bank completes the scrutiny of documents, in such case IDFC FIRST Bank may go ahead and book the exchange rates for that value after taking confirmation from the Client through modes acceptable to IDFC FIRST Bank. 
4. The Client agrees and acknowledges that in case the documents so submitted by the Client are found to be discrepant in the sole discretion of IDFC FIRST Bank, or the account to be so debited towards the Transaction to be processed is not sufficiently funded to process the transaction by 1500 hrs. Indian Standard Time, IDFC FIRST Bank shall have the right and without prior notice, terminate the Transaction on immediate basis which may cause monetary loss to IDFC FIRST Bank on account of fluctuation of exchange rates.
5. The Client understands and acknowledges that such cancellation of booking of foreign exchange may cause loss to IDFC FIRST Bank on account of fluctuation of rates which IDFC FIRST Bank shall be entitled to debit the same from the account of the Client.
6. The Client further agrees and acknowledges that cancellation of transaction owing to any discrepancy highlighted by IDFC FIRST Bank in the documents provided to it shall be final and the Client shall have no right to dispute the cancellation and the consequent debit.
7. The Client further agrees to:
   1. indemnify IDFC FIRST Bank against any losses, costs or damages which it may suffer as a consequence of Bank booking the rates basis the request from the Client with the knowledge that booking of Cash/Tom/SPOT rates without completion of scrutiny of documents or/and the account being sufficiently funded to process the Transaction may result into cancellation of the same in case the documents are found to be discrepant subsequently.
   2. indemnify IDFC FIRST Bank and keep IDFC FIRST Bank harmless against any and all claims, liabilities, losses, damages, costs and expenses incurred by IDFC FIRST Bank arising out of or relating to: (i) Bank acting pursuant to the request made by the Client (ii) cancellation of transaction pursuant to discrepancy in the documents submitted by the Client (iii) the account to be so debited towards the Transaction to be processed is not sufficiently funded to process the transaction by 1500hrs Indian Standard Time (iv)by any other means whatsoever.
8. Notwithstanding anything contained herein or elsewhere, IDFC FIRST Bank shall not be bound to act in accordance with the whole or any part of the instructions or directions contained in any Electronic Instruction and may in its sole discretion and exclusive determination, decline or omit to act pursuant to any instruction, or defer acting in accordance with any instruction, and the same shall be at  Client’s risk and IDFC FIRST Bank  shall not be liable for the consequences of any such refusal or omission to act or deferment of action.
9. The Client is aware of the risks, responsibilities and liabilities involved in the Transaction and has after due consideration requested IDFC FIRST Bank to book the rates prior to completion of scrutiny of documents or/and the account being sufficiently funded to process the transaction.

6.REPRESENTATIONS AND WARRANTIES

The Client hereby represents and warrants that:

1. The obligations expressed to be assumed by the Client pursuant to hereto are legal, valid, binding and enforceable obligations;
2. The entry into and performance by it, of the transactions contemplated hereunder do not and will not:
   1. conflict with its constitutional documents;
   2. conflict with any law or regulations applicable to it; or
   3. conflict with any instrument or agreement binding upon it;
      
      
3. it has the power to enter into, perform and deliver, and has taken all necessary actions to authorize its entry into, performance and delivery of these Terms and Conditions and the transactions contemplated herein

7.CHARGES AND FEES

IDFC FIRST Bank reserves the right to charge and recover from the Client, charges and fees for providing access to the Online Treasury Platform, BXP.fx, from time to time, which shall be at the sole discretion of IDFC FIRST Bank and which would be communicated to the Client from time to time. The Client hereby authorizes IDFC FIRST Bank to recover the same by debiting one of the accounts of the Client with IDFC FIRST Bank or by adding the same to the outstanding in respect of the FX Services by sending intimation to the Client who will be liable to make the payment within the specified period in such intimation. Failure to do so by the Client shall entitle IDFC FIRST Bank to recover the same in a manner as IDFC FIRST Bank may deem fit along with such interest, if any, as may be specified by IDFC FIRST Bank and/or suspend/terminate access allowed to the Client to the Online Treasury Platform, BXP.fx, without any liability to IDFC FIRST Bank.

8.WEBSITE TERMS

The Client agrees, acknowledges and confirms that the access and use of the Website and the System shall, in addition to the terms set out hereunder, be subject to the terms and conditions of use, disclaimers and privacy policy set out on the Website (“Website Terms”). The Website Terms, as amended from time to time, shall be deemed to be incorporated herein by reference. IDFC FIRST Bank reserves the right, at its discretion, to modify and/or update the Website Terms at any time. The Client shall be responsible for checking the Website Terms for modifications and/or updation at the time of each access to the Website. Using the Website/ the System following the posting of modifications/ updation to the Website Terms shall indicate that the Client accepts them as modified/ updated.

9.TERMINATION / CANCELLATION OF ACCESS TO THE ONLINE TREASURY PLATFORM

1. IDFC FIRST Bank reserves the right to terminate the FX Services and access to the Online Treasury Platform, BXP.fx, and/or disable any Username and/or Password, at any time without notice, if in IDFC FIRST Bank’s opinion the Client has failed to comply with any of the provisions hereunder.
2. The Client understands that IDFC FIRST Bank may, at its sole discretion, process or treat as lapsed any applications and/or requests pending on the date of termination of the FX Services and IDFC FIRST Bank shall not be liable to the Client for any loss or damage caused to the Client due to the treatment of any requests or application as lapsed upon termination.