PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR DOWNLOADING
ANY SOFTWARE FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and HiFX
Europe Limited of 1 Arlington Square, Downshire Way, Bracknell, RG12 1WA (Licensor,
us or we) for:
- Xe Global Business Payments services, Xe Currency Data and any data supplied with the
services (Services). - Any online software applications provided as part of the Services (Software).
- Any online documents provided as part of the Services (Documents).
We license use of the Services, Software and Documents to you on the basis of this Licence.
We do not sell the Services, Software or Documents to you. We, or our licensors, remain the
owners of the Services, Software and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY CLICKING ON THE “ACCEPT” BUTTON AND/OR ACCESSING THE SERVICES YOU
AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR
EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR,
LIMITATIONS ON LIABILITY IN CONDITION 4.1 AND CONDITION 5. - IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON
THE “REJECT” BUTTON BELOW AND/OR YOU MUST NOT DOWNLOAD OR ACCESS
THESE SERVICES, SOFTWARE OR DOCUMENTS.
You should print a copy of this Licence for future reference.
1. Licence
1.1 The following defined terms are used in this Licence:
1.1.1 Authorised Users means the employees, agents and independent contractors of you,
your subsidiaries and affiliates, who you authorise to use the Services, the Software
and the Documents.
1.1.2 Good Industry Practice means the exercise of that degree of skill, care, prudence,
efficiency, foresight and timeliness as would be expected from a leading company
within the relevant industry or business sector
1.1.3 Licensee Data means the data inputted by or on behalf of you, for the purpose of
using or facilitating your use of the Services, Software or Documents and any data
generated by, or derived from your use of the Services, Software or Documents,
whether hosted or stored within the Services, Software or Documents or elsewhere.
1.1.4 User Subscriptions means the user subscriptions purchased by you, or on your
behalf, from the Licensor (or an entity authorised by the Licensor to provide them), in
accordance with the terms of the agreement you hold with that entity, which entitle
Authorised Users to access and use the Services, Software and the Documents in
accordance with this agreement.
1.1.5 Viruses means anything or device (including any software, code, file or programme)
which may prevent, impair or otherwise adversely affect the operation of any
computer software, hardware or network, any telecommunications service,
equipment or network or any other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any programme or data, including the
reliability of any programme or data (whether by re-arranging, altering or erasing the
programme or data in whole or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses and other similar things or
devices.
1.1.6 Vulnerability means a weakness in the computational logic (for example, code) found
in software and hardware components that, when exploited, results in a negative
impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be
construed accordingly.
1.2 In consideration of payment by you of the agreed licence fee and you agreeing to abide
by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable,
revocable licence, without the right to sublicense, to access and use the Services (and
the Software and the Documents in connection with the Services) on the terms of this
Licence, solely for your internal business operations.
1.3 You shall:
1.3.1 provide the Licensor with:
1.3.1.1 all necessary co-operation in relation to this Licence; and
1.3.1.2 all necessary access to such information as may be required by the Licensor, to
the extent required to provide the Services, Software and Documents including but
not limited to Licensee Data, security access information and configuration
services;
1.3.2 without affecting your other obligations under this Licence, comply with all applicable
laws and regulations with respect to your activities under this Licence; and
1.3.3 ensure that your network and systems comply with the relevant specifications
provided by the Licensor from time to time.
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality
of all Licensee Data. You hereby license us to use the Licensee Data for:
1.4.1 the proper performance of the Services, including the provision of the Software and
the Documents;
1.4.2 the purposes set out in our Privacy Notice as described in condition 9.
1.4.3 all other purposes relevant to the proper exercise of our rights and obligations under
this agreement.
1.5 You undertake that:
1.5.1 the maximum number of Authorised Users that you authorise to access and use the
Services, Software and the Documents shall not exceed the number of User
Subscriptions you have purchased from time to time;
1.5.2 you will not allow or suffer any User Subscription to be used by more than one
individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer
have any right to access or use the Services, Software and/or Documents;
1.5.3 you shall permit the Licensor or the Licensor’s designated auditor to audit the
Services to verify that your use of the Services, Software and Documents does not
exceed the total number of User Subscriptions purchased. This audit may take place
physically on the Licensee’s premises, or remotely, at the Licensor’s option, and the
Licensor may deploy reasonable online audit tools via the Services for these
purposes;
1.5.4 you shall supervise and control use of the Services, Software and Documents and
ensure they are used by your employees and representatives only in accordance with
the terms of this Licence; and
1.5.5 you shall comply with all applicable technology control or export laws and regulations.
2. Restrictions
2.1 Except as expressly set out in this Licence or as permitted by any local law which is
incapable of exclusion by agreement between the parties, you shall not:
2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror,
republish, download, display, transmit, or distribute all or any portion of the Software,
Services and/or Documents (as applicable) in any form or media or by any means; or
2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise
reduce to human-perceivable form all or any part of the Software or Services;
2.1.3 access all or any part of the Services, Software or Documents to build a product or
service which competes with the Services, Software or the Documents;
2.1.4 use the Services, Software or Documents to provide services to third parties;
2.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Services, Software or Documents
available to any third party except the Authorised Users; or
2.1.6 attempt to obtain, or assist third parties in obtaining, access to the Services, Software
or Documents, other than as provided under this Licence.
2.2 You shall not use the Services to:
2.2.1 distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement
procedures in line with Good Industry Practice to prevent such distribution or
transmission;
2.2.2 store, access, publish, disseminate, distribute or transmit any material which:
2.2.3 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
2.2.4 facilitates illegal activity;
2.2.5 depicts sexually explicit images;
2.2.6 promotes unlawful violence;
2.2.7 is discriminatory based on race, gender, colour, religious belief, sexual orientation,
disability; or
2.2.8 is otherwise illegal or causes damage or injury to any person or property, and we
reserve the right, on no less than thirty (30) days’ prior written notice to you, such
notice specifying the breach of this condition and requiring it to be remedied within
the thirty (30) day period, to disable your access to the Services, Software and
Documents for the duration of time that the breach remains unremedied.
3. Intellectual Property Rights
3.1 You acknowledge that all intellectual property rights in the Services, Software and
Documents anywhere in the world belong to us or our licensors, that rights in the
Services, Software and Documents are licensed (not sold) to you, and that you have no
rights in, or to, the Services, Software or the Documents other than the right to use them
in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to any Software in source code
form.
4. Limited Warranty
4.1 We warrant that provided, and for as long as, you receive Support Services
4.1.1 the Services and Software will, when properly used and on an operating system for
which it was designed, perform substantially in accordance with the functions
described in the Documents; and
4.1.2 If you notify us in writing of any defect or fault in the Services or Software as a result
of which it fails to perform substantially in accordance with the Documents, we will, at
our sole option, either repair or replace the Services or Software, provided that you
make available all the information that may be necessary to help us to remedy the
defect or fault, including sufficient information to enable us to recreate the defect or
fault.
4.2 The warranty does not apply:
4.2.1 if the defect or fault in the Services or Software results from you having used the
Services, Software or Documents in breach of the terms of this Licence.
5. Limitation of Liability
5.1 You accept responsibility for the selection of the Services to achieve your intended
results and acknowledge that the Services, Software and Documents have not been
developed or designed to meet or support any individual requirements you have,
including any particular cybersecurity requirements you might be subject to, or any
regulated activity that you may be engaged in, including the provision of an online
intermediation service, an online search engine or service that facilitates online
interaction between users (such as, but not limited to, a social media platform) (each a
Regulated Activity). If you use the Services for any Regulated Activity you agree to
comply with any requirements that apply to such Regulated Activity from time to time
(including in any jurisdiction in which you operate or where the Regulated Activity is
undertaken) and you shall defend, indemnify and hold us harmless against any loss or
damage (including regulatory fines or penalties) costs (including legal fees) and
expenses which we may suffer or incur as a result of your breach of this clause 5.1.
5.2 We only supply the Services, Software and Documents for internal use by your business,
and you agree not to use the Services, Software or Documents for any resale purposes.
5.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, arising under or in
connection with the Licence for:
5.3.1 loss of profits, sales, business, or revenue;
5.3.2 business interruption;
5.3.3 loss of anticipated savings;
5.3.4 wasted expenditure;
5.3.5 loss or corruption of data or information;
5.3.6 loss of business opportunity, goodwill or reputation, where any of the losses set out
in Condition 5.3(a) to Condition 5.3(f) are direct or indirect; or
5.3.7 any special, indirect or consequential loss, damage, charges or expenses.
5.4 Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum
aggregate liability under or in connection with this Licence whether in contract, tort
(including negligence) or otherwise, shall in all circumstances be limited to £100.00. This
maximum cap does not apply to Condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
5.5.1 death or personal injury resulting from our negligence;
5.5.2 fraud or fraudulent misrepresentation; or
5.5.3 any other liability that cannot be excluded or limited by English law.
5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the
supply of the Services, Software and Documents. Except as expressly stated in this
Licence, there are no conditions, warranties, representations or other terms, express or
implied, that are binding on us. Any condition, warranty, representation or other term
concerning the supply of the Services and Documents which might otherwise be implied
into, or incorporated in, this Licence whether by statute, common law or otherwise, is
excluded to the fullest extent permitted by law.
6 Termination
6.1 We may terminate this Licence immediately by written notice to you if you commit a
material or persistent breach of this Licence which you fail to remedy (if remediable)
within 14 days after the service of written notice requiring you to do so.
6.2 On termination for any reason:
6.2.1 all rights granted to you under this Licence shall cease;
6.2.2 you must immediately cease all activities authorised by this Licence; and
6.2.3 you must immediately and permanently delete or disable interfaces to the Services
from all computer equipment in your possession, and immediately destroy, delete or
return to us (at our option) all copies of the Documents and Software then in your
possession, custody or control and, in the case of destruction or deletion, certify to us
that you have done so.
7. Communications Between Us
7.1 We may update the terms of this Licence at any time on notice to you in accordance
with this Condition 7. Your continued use of the Services, Software and Documents
following the deemed receipt and service of the notice under Condition 7.3 shall
constitute your acceptance to the terms of this Licence, as varied. If you do not wish to
accept the terms of the Licence (as varied) you must immediately stop using and
accessing the Services, Software and Documents on the deemed receipt and service of
the notice.
7.2 If we have to contact you, we will do so by email or by pre-paid post to the address you
provided in accordance with your registration of the Services.
7.3 Any notice:
7.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the
date of posting of any letter; and
7.3.2 given by you to us will be deemed received and properly served 24 hours after an
email is sent, or three days after the date of posting of any letter.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting
on our website, that the website was generally accessible to the public for a period of 24
hours after the first posting of the notice; in the case of a letter, that such letter was
properly addressed, stamped and placed in the post to the address of the recipient given
for these purposes; and, in the case of an email, that such email was sent to the email
address of the recipient given for these purposes.
8. Events Outside Our Control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance
of, any of our obligations under this Licence that is caused by an Event Outside Our
Control. An Event Outside Our Control is defined below in Condition 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control.
8.3 If an Event Outside Our Control takes place that affects the performance of our
obligations under this Licence:
8.3.1 our obligations under this Licence will be suspended and the time for performance of
our obligations will be extended for the duration of the Event Outside Our Control;
and
8.3.2 we will use our reasonable endeavours to find a solution by which our obligations
under this Licence may be performed despite the Event Outside Our Control.
9. How We May Use Your Personal Information
9.1 Under data protection legislation, we are required to provide you with certain information
about who we are, how we process the personal data of those individuals who use the
Services, Software and the Documents and for what purposes and those individuals’
rights in relation to their personal data and how to exercise them. This information is
provided in Xe Privacy Notice (Privacy Notice) and it is important that you read that
information.
10. Other Important Terms
10.1 We may transfer our rights and obligations under this Licence to another organisation,
but this will not affect your rights or our obligations under this Licence.
10.2 You may only transfer your rights or your obligations under this Licence to another
person if we agree in writing.
10.3 This Licence constitutes the entire agreement between us and supersedes and
extinguishes all previous and contemporaneous agreements, promises, assurances and
understandings between us, whether written or oral, relating to its subject matter.
10.4 You acknowledge that in entering into this Licence you do not rely on and shall have no
remedies in respect of any statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in this.
10.5 You agree that you shall have no claim for innocent or negligent misrepresentation or
negligent misstatement based on any statement in this Licence.
10.6 A waiver of any right or remedy is only effective if given in writing.
10.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy
shall not waive that or any other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy.
10.8 Each of the conditions of this Licence operates separately. If any court or competent
authority decides that any of them are unlawful or unenforceable, the remaining
conditions will remain in full force and effect.
10.9 This Licence, its subject matter and its formation (and any non-contractual disputes or
claims) are governed by English law. We both irrevocably agree to the exclusive
jurisdiction of the courts of England and Wales.