Terms and conditions

Part 1 – Definitions

Bank An entity chartered by a state, provincial or federal government, which receives demand and time deposits, pays interest on those deposits and makes loans and invests in securities based on those deposits.

Bank Draft A check drawn by one Bank against funds deposited into its account at another Bank, authorizing the second Bank to make payment to the individual named in the draft.

Certified Cheque A check for which the Bank guarantees payment.

Currency Any form of money, including paper notes and coins, which is issued by a government and is used in public circulation.

Event of Default Means an Event of Default as defined in Part 11 of these Master

Terms and Conditions.

Financial Institution which collects funds from the public and places them in financial assets, such as deposits, loans, and bonds, rather than tangible property.

Foreign Exchange Foreign Exchange is the trade of one national Currency for another and takes place “over the counter” and centrally on an inter-bank system.

Foreign Exchange Rate The rate at which one Currency may be converted into another. Also known as rate of exchange or exchange rate or Currency exchange rate.

Hedging A transaction undertaken for the purpose of mitigating currency risk associated with legitimate commercial or business activity, such as to cover expenses incurred and payable in a foreign currency.

Margin Deposit A security deposit provided by the client. Order Form Means the Spot Transaction Form which SCE requires to be completed for each transaction entered into with a Client.

Parties Means SCE and the Client collectively and the Parties shall be referred to individually as a “Party”.

Payee An individual who receives a form of payment (i.e. cash, cheque, money order, or promissory note).

Services Means the Services provided by SCE as defined in Part 4 of these Master Terms and Conditions.

Settlement The finalizing of the sale of a Currency, as its title is transferred from the seller to the buyer. Also known as closing.

Settlement Date The date by which an executed transaction must be settled, by paying for a purchase or by delivering a sold asset.

Speculation Speculation is the practice of purchasing an asset including the Services (exposing one’s self to risk) with the intention of profiting from price fluctuations that occur in the asset (Currency).

Spot Transaction Any transaction that does not occur in the forward market and that is intended to be completed at the present market value and be settled on a current basis or within a few days (usually one, two, or three).

Transaction Confirmation Means the Transaction confirmation as defined in Part 5 of these Master Terms and Conditions.

Wire Transfer An electronic transfer of funds. Wire transfers can be done by a simple bank account transfer.

Part 2 – Scope of the Agreement

2.1 These Master Terms and Conditions are intended to govern the parameters for the Client entering into Foreign Exchange Transactions with SCE from time to time and govern the contracts for the Services offered by SCE to the Client.

Part 3 – Representations and Warranties

3.1 The Client hereby represents and warrants to SCE that:

a. It has the requisite authority to enter into this Agreement and to carry out its obligations with respect to each Foreign Exchange transaction entered into with SCE;

b. This Agreement has been duly authorized by the Client;

c. to the best of Client’s knowledge and belief, this Agreement is binding upon the Client and does not conflict with or violate the terms of any constating documents of the Client or of any agreements to which the Client may be bound;

d. It is entering into this Agreement as principal and not on behalf of any third party;

e. No Event of Default has occurred under the terms of this Agreement

3.2 The Client represents and warrants to SCE that all information provided by the Client to SCE pursuant to the Client Service Agreement including the provisions of these Master Terms and Conditions is accurate and complete and the client agrees to forthwith notify SCE if such information changes.

3.3 All representations and warranties made by each of the Parties to this Agreement shall be true at the time in which the Parties enter into this Agreement and at the time of each transaction entered into pursuant to the terms of this Agreement.

Part 4 – Services Offered by SCE

4.1 As a customer of SCE, the Client may have access to the following services of SCE:

a. Trading Services:

i. International Electronic Funds Transfers; ii. Foreign Exchange for immediate delivery; iii. International Receipt of Funds; iv. Foreign Currency Drafts; and v. Any other services SCE offers.

b. Risk Management Tools and Programs (collectively, the “Services”)

4.2 The Client may provide instructions to SCE in accordance with