Terms of service

CurrencyGuard Ltd - Terms of Service (version 2.0)

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Effective Date: 02 Nov 2026

These Terms of Service ("Terms") apply between three parties: CurrencyGuard Ltd ("CurrencyGuard"); the regulated payment service provider that offers the Guard on its platform (the "PSP"); and the business that buys a Guard through that platform (the "Customer"). They govern each Guard, the PSP's use of CurrencyGuard's API, and all related documentation and materials (collectively, the "CurrencyGuard Services"). Each Guard is also governed by its Confirmation. If the Confirmation and these Terms differ, the Confirmation applies.

Glossary

  • Guard Amount: the Foreign Amount converted at the Guard Rate, in the Guard Currency: the most the Customer pays (Guard-Pay) or the least the Customer receives (Guard-Receive), as stated in the Confirmation.
  • Guard Currency: the Customer's home currency, as stated in the Confirmation.
  • Confirmation: the record of a Guard issued by CurrencyGuard through the PSP's platform, stating the Guard Rate, amounts, dates and Guard Fee.
  • Foreign Amount: the foreign currency amount the Customer must pay (Guard-Pay) or will receive (Guard-Receive) under the underlying transaction, as stated in the Confirmation.
  • Guard: a contract between CurrencyGuard and the Customer under which, if triggered, CurrencyGuard sells (Guard-Pay) or buys (Guard-Receive) the Foreign Amount at the Guard Rate.
  • Guard Fee: the fee for a Guard. It includes the PSP's margin.
  • Guard Rate: the exchange rate stated in the Confirmation.
  • Settlement Window: the period stated in the Confirmation during which the Guard can be settled.
  • Wallet: a currency account held at the PSP in the name of the Customer, CurrencyGuard or the PSP.
  • Applicable Law: all laws and regulations that apply to the CurrencyGuard Services or their use, including those on payment services, anti-money laundering and data protection.

1. Scope of Services

CurrencyGuard sells the Guard to the Customer. A Guard sets the worst exchange rate the Customer will get for one dated foreign currency payment (Guard-Pay) or receipt (Guard-Receive) for goods or services. The PSP offers the Guard on its platform and executes the transfers it involves.

CurrencyGuard:

  • Quotes Guard Rates and Guard Fees through the PSP's platform
  • Issues the Confirmation for each Guard
  • Hedges each Guard 1:1 with liquidity providers, for its own account
  • When a Guard is triggered, buys or sells the Foreign Amount with the Customer as principal, and delivers the full currency amount into the Customer's own Wallet

CurrencyGuard does not:

  • Provide payment services. Every transfer is executed by the PSP
  • Pay the Customer's suppliers, receive money from the Customer's customers, or make any payment to anyone other than the Customer
  • Hold the Customer's money, other than the price of currency it is selling under a triggered Guard (see clause 4)

Each Guard is a separate, binding contract between CurrencyGuard and the Customer, on the terms of its Confirmation and these Terms. The PSP is not a party to the Guard or to the currency exchange. It agrees to these Terms for its own obligations: offering the Guard and executing the transfers.

The PSP, its staff and any broker it authorises may buy, settle or cancel Guards on the Customer's behalf. They act with the Customer's authority. The PSP is responsible for them.

A Guard cannot be transferred or sold. It is tied to one underlying payment or receipt. If that transaction does not take place (for example the Customer's customer does not pay, or the supplier does not deliver), the Guard lapses and CurrencyGuard owes nothing under it. Any part of a Guard not used by the end of its Settlement Window also lapses. If the payment is delayed, CurrencyGuard may extend the Guard, at its sole discretion and for an additional fee.

2. No Advisory Relationship

CurrencyGuard does not provide financial, investment, tax, or regulatory advice. The PSP and the Customer each acknowledge that:

  • Use of the CurrencyGuard Services is at its own discretion.
  • The PSP decides whether and how to offer the Guard to its customers.
  • Quotes are indicative until a Confirmation is issued. This does not limit CurrencyGuard's obligations under a confirmed Guard.

3. Account Registration & Access

The PSP may access the CurrencyGuard Services via:

  • CurrencyGuard's secure REST API

The PSP's use is subject to onboarding, API key issuance, and verification procedures including KYC/KYB where applicable. CurrencyGuard reserves the right to suspend or deny access at any time based on compliance, security, or operational considerations. Suspension does not affect Guards already confirmed.

The PSP must:

  • Keep credentials secure and confidential
  • Notify CurrencyGuard immediately of any unauthorized access or breach
  • Ensure its systems comply with any applicable security protocols
  • Make sure each Customer accepts these Terms before any Guard is bought for it

4. How a Guard Settles

4.1 Buying. The Customer, or someone acting for it under clause 1, buys a Guard through the PSP's platform at the Guard Rate and Guard Fee quoted. The Guard is booked on purchase and becomes live when CurrencyGuard receives the Guard Fee. The Guard Fee is due two business days after purchase. If it is not received by then, the Guard is void.

4.2 Which path applies. The Customer can settle all or part of a Guard during its Settlement Window. For each settlement, the Customer's own rate at that moment, including the PSP's margin, decides the path. If it is better than the Guard Rate, CurrencyGuard is not involved: the PSP converts and pays at the Customer's rate, and reports the conversion to CurrencyGuard so that amount of the Guard counts as used. If it is worse, the Guard is triggered and clause 4.3 or 4.4 applies to that amount.

4.3 Guard-Pay. The Customer pays the Guard Amount from its own Wallet into CurrencyGuard's Wallet at the PSP, by the end of the Settlement Window. CurrencyGuard then delivers the full Foreign Amount into the Customer's own Wallet, as set out in clause 4.5.

4.4 Guard-Receive. The Customer pays the Foreign Amount from its own Wallet into CurrencyGuard's Wallet at the PSP, by the end of the Settlement Window. CurrencyGuard then delivers the Guard Amount into the Customer's own Wallet, as set out in clause 4.5, or the Customer's all-in proceeds at its own rate if those are higher by the time CurrencyGuard converts.

4.5 Payment against delivery, and timing. CurrencyGuard does not have to deliver until it has received the Customer's funds. The funds it receives are the price of the currency it delivers and become CurrencyGuard's on receipt. CurrencyGuard funds any difference from its own money. Once the funds arrive, CurrencyGuard instructs the conversion and the delivery with the PSP without delay. The PSP executes them within its normal processing times and cut-offs. Funds that arrive after the PSP's cut-off are delivered on the PSP's next business day. Timing never changes the amount: the Customer receives what clause 4.3 or 4.4 promises, whenever delivery happens. Any market move before delivery is CurrencyGuard's risk, not the Customer's.

4.6 Unused funds. On a Guard-Pay, if by the time CurrencyGuard converts the Foreign Amount would cost the Customer less than the Guard Amount at its own rate (including the PSP's margin), CurrencyGuard still delivers the full Foreign Amount and returns the difference to the same Customer Wallet the same day. CurrencyGuard never keeps Customer funds for a later transaction or pays them to anyone else.

4.7 Requests for payment. CurrencyGuard sends the PSP a request for payment with the Guard reference. The PSP moves funds from the Customer's Wallet only on the Customer's instruction. CurrencyGuard never instructs a movement on the Customer's Wallet. If the Customer's Wallet does not hold enough, the Customer tops it up first.

4.8 The Customer's own payments. The Customer pays its supplier, and receives from its customer, through the PSP's normal services. CurrencyGuard is not involved in those payments.

4.9 Cancellation. The Customer may cancel a Guard before its Settlement Window opens. Any refund of the Guard Fee is as stated in the Confirmation.

5. Use Restrictions

The PSP and the Customer must not:

  • Use CurrencyGuard Services for speculative or investment purposes
  • Resell or repackage CurrencyGuard Services without consent
  • Reverse-engineer, copy, or misuse CurrencyGuard's API or systems
  • Request settlement of a Guard unless the underlying payment or receipt is genuine and is taking place

In addition:

  • The Customer uses each Guard only for a genuine payment or receipt for goods or services, and uses the currency delivered under a Guard-Pay to make that payment
  • The PSP describes the Guard accurately to its customers: sold by CurrencyGuard, settled on the PSP's platform
  • Each party complies with all Applicable Law

6. Intellectual Property

All intellectual property rights in the CurrencyGuard Services, including API specifications, software, pricing logic, and visual designs, remain the sole property of CurrencyGuard Ltd.

The PSP and the Customer may not reproduce, modify, or distribute any part of the CurrencyGuard Services without prior written consent.

7. Fees & Payment

The Customer pays the Guard Fee to CurrencyGuard for each Guard. The Guard Fee includes the PSP's margin.

  • The Guard Fee is paid either into CurrencyGuard's Wallet at the PSP, or to the PSP collecting it on CurrencyGuard's behalf, as agreed between CurrencyGuard and the PSP. Payment to the PSP counts as payment to CurrencyGuard.
  • CurrencyGuard pays the PSP its margin monthly, or the PSP keeps it from Guard Fees it collects, as agreed between them.
  • The PSP keeps its normal FX margin on conversions CurrencyGuard makes with it. Margins between CurrencyGuard and the PSP are squared up monthly.

8. Liability

The API, quotes and documentation are provided "as-is". CurrencyGuard does not guarantee uninterrupted access. Once a Guard is confirmed, the Guard Rate and amounts in the Confirmation are binding.

8.1 Core obligations. Nothing in this clause limits CurrencyGuard's obligation to deliver the full currency amount under a triggered Guard, or to return unused funds under clause 4.6.

8.2 Failure to deliver. If CurrencyGuard receives the Customer's funds and does not deliver, it returns those funds at once. It also pays the Customer the extra cost of converting at the market rate when delivery was due instead of the Guard Rate.

8.3 Other liability. Otherwise, and to the maximum extent permitted by law:

  • No party is liable for any indirect, incidental, or consequential loss
  • CurrencyGuard's total liability per Guard is limited to the Guard Fee for that Guard
  • CurrencyGuard's total aggregate liability is limited to Guard Fees received in the preceding 12 months

8.4 Nothing in these Terms limits liability for fraud, wilful default, or anything that cannot be limited by law.

8.5 Indemnity. Each party indemnifies the others against third-party claims arising from its breach of these Terms or of Applicable Law, including reasonable legal costs.

9. Termination

CurrencyGuard or the PSP may end the PSP's participation with 30 days' notice. CurrencyGuard may end it immediately if:

  • The PSP breaches these Terms
  • The PSP's authorisation as a PSP is revoked
  • CurrencyGuard identifies material compliance risks or abuse

Ending the PSP's participation does not affect Guards already confirmed. They stay in force until they settle or lapse, CurrencyGuard still delivers under them, and the PSP keeps executing the transfers they need. No new Guards can be bought.

CurrencyGuard may stop selling Guards to a Customer at any time. This does not affect Guards already confirmed.

10. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the English courts.

11. Confidentiality

Each party keeps confidential all non-public information it receives in connection with these Terms and uses it only to perform them.

12. Force Majeure

No party is liable for failure or delay caused by events beyond its reasonable control, such as war, cyberattack, internet outage, market closure or regulatory intervention. But if CurrencyGuard has received the Customer's funds and cannot deliver, it returns them at once.

13. No Agency

These Terms do not create a partnership, joint venture or agency between the parties, except where the PSP, its staff or brokers act for the Customer under clause 1, or the PSP collects the Guard Fee on CurrencyGuard's behalf under clause 7.

14. Survival

Clauses 7, 8, 10 and 11, and any other terms needed to settle Guards already confirmed, survive termination.

15. Changes to These Terms

CurrencyGuard may update these Terms. It gives the PSP at least 30 days' notice. Changes apply only to Guards confirmed after they take effect.

16. Contact

For legal or compliance matters, contact: legal@currencyguard.co.uk

The Customer accepts these Terms when it is onboarded, before any Guard is bought for it. The PSP accepts them when it is onboarded.

Effective Date: 02 Nov 2026

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