GENERAL TERMS 

Introduction 

These Terms & Conditions (the “terms”) set out your rights between you and Flash Partners Pty Ltd ACN 607 885 941 trading as Flash Payments (we, us, our) under AFSL number 480834. These terms set out your and our rights and obligations with respect to the account, foreign exchange and payment services provided by us (Services).

In addition, the terms in Schedule 1 to these terms set out specific terms which apply to Wholesale Clients (Additional Wholesale Client Terms).

The Services can be accessed by creating an account on our website at https://flash-payments.com (Account).

These terms are in addition to our Flash Terms which are incorporated into these terms. You should read and understand the Website Terms and Privacy Policy (together, the Flash Terms) as well as, if you are a Retail Client, the Product Disclosure Statement and Financial Services Guide and if you are a Wholesale Client, the Wholesale Client Information Statement, and, if you are a body corporate, the Services Agreement, before creating an Account. If there is any inconsistency between:

(i) these terms and the Flash Terms, these terms will prevail to the extent of the inconsistency;

(ii) these terms and, if you are a Retail Client, the Product Disclosure Statement, the Product Disclosure Statement will prevail to the extent of the inconsistency;

(iii) these terms and, if you are a Wholesale Client, the Wholesale Client Information Statement, these terms will prevail to the extent of the inconsistency; and

(iv) these terms and the Services Agreement, the Services Agreement will prevail to the extent of the inconsistency.

By creating the Account, you agree to be bound by these terms, the Flash Terms, and by the Product Disclosure Statement (if you are a Retail Client) and by the Wholesale Client Information Statement (if you are a Wholesale Client, including if you are a wholesale body corporate client) and by the Services Agreement (if you are a corporate), together the “Transaction Documents”.

Referral Program Terms & Conditions

Website Terms & Conditions

Eligibility

To be eligible to use the Services, you must, at all times, satisfy all of the following:

(A) as an individual, you must, at all times, satisfy all of the following:

(B) As a corporate, you must at all times, satisfy all of the following:

(C) As a trustee, you must at all times satisfy the following:

If you cease to satisfy any of the criteria above, you must immediately cease to use the Services and contact us.

Account

You must hold an Account to use the Services.

To establish the Account, you will be asked to input an email (which will be your username) and create a password. You must keep your password confidential and not provide it to any other person. You must not allow any other person to access your Account. We recommend that you enable two-factor authentication in addition to using your email and password to increase Account security and confidentiality. You will be responsible for any Transactions conducted on your Account, even if they have not been initiated or authorised by you. You may change the password to your Account at our website.

Once you have created the Account, you will be able to access the dashboard, which is the landing page from which the Services can be accessed (Dashboard). However, the Account will not be activated (and you will not be able to deposit money to the Account) until you have provided us with the information we require to activate the Account. We may contact you to request this information or include it on the Dashboard.

You must provide us with any information or documentation (such as a copy of your passport, drivers license, constituent documents or other identifying document) we request that is required by us to verify your identity for AML-CTF Act purposes and to otherwise comply with our legal obligations. You consent to us accessing and using various government and private databases for this purpose.

If we:

We may refuse to open an Account for your or terminate your Account, without any obligation to explain or review our decision.

You are responsible for ensuring the details used on your Account (Personal Details) are accurate and up to date at all times. We will not be liable for any Loss you incur as a result of your Personal Details not being accurate or up to date.

You represent and warrant that any person accessing your Account and providing us with instructions in relation to the Services is properly authorised by you and we may accept and act on any instructions or Transaction orders made through your Account. We are under no obligation whatsoever to verify the accuracy or validity of any such instructions. You agree and acknowledge that we have no liability whatsoever for any Loss you may suffer or incur, directly or indirectly, as a result of your Account being hacked or accessed by an unauthorised person or being affected by any virus, worm or other harmful component. It is your sole responsibility to ensure the security and safety of your Account.

In order to comply with the ASIC Derivative Transaction Rules (Reporting) 2022, Flash Payments may need to obtain a Legal Identity Identifier (LEI) from all entities that trade with it. If you are an entity captured by the ASIC Derivative Transaction Rules (Reporting) 2013, you agree and consent to Flash Payments:

(a) obtaining an LEI on your behalf; and

(b) passing on the cost of obtaining an LEI to you by charging it to your Account together with Flash Payments reasonable administration costs for obtaining the LEI.

Deposits

Transactions can only be entered into when you have a cleared credit balance in your Account (Account Balance). There is no ability to overdraw your Account.

You can only deposit money into your Account by bank transfer from any bank account or by using the Services and transferring money from an overseas location to the Account, in each case in accordance with our directions. You cannot deposit money by way of debit or credit card payment.

The Account Balance, along with the balance of all other users, is held in a bank account nominated by us from time to time. We are entitled to all interest that accrues from the balances held in the bank account from time to time.

You hereby irrevocably authorise us to deduct from the Account Balance such amounts that you owe us under the Transaction Documents at any time, without prior notice to you.

Services

Your use of the Services is at your own risk. To the maximum extent permitted by law, we are not liable for any Loss you incur (directly or indirectly) as a result of using the Services.

There are three aspects to the Services, namely:

Both Spot FX Contracts and Forward FX Contracts are referred to in these Terms as Transactions and as foreign exchange contracts. Each Transaction is an individual transaction and forms a separate contract between you and Flash Payments.

We can facilitate the transfer of foreign currency to a recipient overseas that you have specified (Recipient).

Foreign exchange contracts are not entered into on an authorised exchange, such as the ASX. There is no official benchmark exchange rate for currency. The foreign exchange market is referred to as an over-the-counter market, which means that exchange rates between providers will vary.

We trade currencies with third party liquidity providers who may use RippleNet (Ripple) or other trading platforms. We source liquidity from these liquidity providers so that we can execute Transactions.

You agree and acknowledge that we do not transfer (whether inbound or outbound), but merely facilitate the transfer and for this purpose we will choose (and you authorise us to choose) the payments infrastructure and networks that we consider the most appropriate, in our absolute discretion, through which the transfer will be made (Payment Network).

Spot Transactions

To enter into a Spot Transaction, you must:

Our quote to you amounts to an ‘invitation to treat’ or an invitation to form a contract on the terms of the quote. If you confirm the quote, your confirmation amounts to an irrevocable offer to us to enter into a spot FX contract on the terms of the quote. We can then accept or reject your offer in our absolute discretion. If we accept your offer (being your confirmation of our quote), then the Spot Transaction becomes immediately binding on you and us and you will be bound to fulfil your obligations under the Spot Transaction, including paying to us the pre-converted currency amount that you wish to convert. You irrevocably authorise us to immediately deduct this amount from the balance in your Account. You cannot reverse or cancel a Spot Transaction once you have confirmed that you wish to proceed (as your confirmation is an irrevocable offer to us to enter into the Spot Transaction).

In a Spot Transaction, the margin will be payable to us in the pre-converted currency, and will be deducted by us before we exchange the pre-converted currency to the foreign currency. We will be bound to convert the pre-converted currency amount to the foreign currency at the effective exchange rate indicated in the quote and where you are sending the foreign currency to the Recipient, we will be bound to facilitate the transfer of that payment to the Recipient through the Payment Network.

Forward Transactions

To make an offer to enter into a Forward Transaction, you must:

Upon receipt of your offer and provided that we consider (in our sole and complete discretion) that the terms of the offer are acceptable, we will confirm the following terms of the Forward Transaction by written notice to you:

We may also specify the date or time by which the Confirmation will lapse. Once such date or time lapses, the Confirmation for that Forward Transaction is voided. The Confirmation is a quote only. It is an ‘invitation to treat’ or an invitation to you to enter into a forward FX contract on those terms. By confirming our quote, you offer to enter into a contract with us on the terms set out in the quote (and in the Transaction Documents). We may accept or reject your offer in our absolute discretion. If we accept your offer, then a contract between you and Flash Payments arises and you will be legally bound by the terms of the Confirmation, these terms and the Flash Terms (as well as, if applicable, the Product Disclosure Statement, the Wholesale Client Information Statement and the Services Agreement).

The contract between you and Flash Payments arises:

When you accept the Confirmation and make an irrevocable offer to us to enter into a forward FX contract, you agree and undertake:

If we decline to accept an offer from you to enter into a Forward Transaction or the Confirmation lapses before you accept the same, we may charge you an administration charge, which will be set out on our website at https://flash-payments.com. The administration charge will be automatically deducted from your Account and you hereby irrevocably authorise us to deduct any such administration charges from your Account.

Initial Margin

At the time that you enter a Forward Transaction, Flash Payments we require you to have available in your Account, an initial amount payable by you as collateral on booking the Forward Transaction (“Initial Margin”). Flash Payments determines the quantum of the Initial Margin in its sole and complete discretion. The quantum of the Initial Margin will be specified as part of the terms of the Forward Transaction and will be a value of 10% of your notional Forward Transaction. You will not be permitted to enter the Forward Transaction unless and until a sum equal to the Initial Margin has been deposited in cleared funds in your Account.

Margin Calls

At any time up until the Value Date of the Forward Transaction, Flash Payments may require you to deposit additional funds into your Account as part of that Forward Transaction (the “Margin”). Flash Payments will give you 24 hours notice either by email or phone call that a Margin is due and payable.

Flash Payments may, in its absolute discretion: (a) amend, vary or change the Initial Margin percentage level, and require additional funds to be held as Initial Margin; or (b) increase the quantum of the Margin due to movement in exchange rates, an increase in its assessment of the risk of the position you hold, or for any reason whatsoever; or (c) put in place a Margin where there was no Initial Margin (each, a “Margin Call”).

In assessing whether a Margin Call is required, Flash Payments may, in its sole and absolute discretion, calculate and determine the reasonable value of a Forward Transaction at any time.

Following a Margin Call, Flash Payments may promptly deduct funds from your Account to satisfy the quantum of the Margin specified in the Margin Call. If at the time Flash Payments makes (or attempts to make) the deduction from your Account to satisfy the Margin Call, your Account holds insufficient funds to cover the Margin Call, you will be in default of the Forward Transaction in respect of which a Margin Call was made, and in default of these General Terms. If you are in default under a Forward Transaction, or in default of these General Terms, Flash Payments may, without limiting any of its other rights under any of the Transaction Documents (as relevant), in its sole and absolute discretion and without further notice to you, terminate or cancel the affected Forward Transaction or otherwise take any of the other actions set out under “Default” below.

You will be liable for any Loss that we incur, directly or indirectly, due to or in connection with your default under or the early termination of a Forward Transaction. This may mean that you forfeit any Initial Margin you paid to us, and any other payments you made in connection with the Forward Transaction. You may also be liable for the difference between the amount in your Account paid towards a Margin Call, and the total sum of that Margin Call, where your Account does not hold sufficient funds to pay that Margin Call in full.

Default

The occurrence, at any time, of any of the following events constitutes an event of default with respect to you:

If, at any time, an event of default has occurred, Flash Payments may, in its absolute discretion take any one or more of the following actions:

Acknowledgements

You acknowledge and agree that:

Refused transactions

Notwithstanding any other provision of these terms, we have the discretion to refuse to enter into, or terminating a Transaction for any reason, even if you have confirmed that you wish to proceed with the Transaction (a “Refused Transaction”). We will not be liable for any Loss you incur as a result of a Refused Transaction.

You may be liable to us for an administration charge that is incurred in respect of a Refused Transaction and you authorise us to deduct the administration charge from the amount which we credit to your Account.

Your obligations

Without limiting any other obligation that you have under these terms, you must:

Reserved rights

Without limiting our rights, we may, from time to time and without seeking your consent or providing you with notice:

Promotions

If you establish an Account as a result of being referred to us under our referral program and you meet the Eligibility Criteria (as defined in the Referral Program Terms), you will be entitled to receive a referral fee of $25.

We will credit the referral fee in your Account Balance within 2 weeks after we determine that you have met the Eligibility Criteria. We can deduct the referral fee from your Account Balance at any time if we subsequently determine that you were not initially entitled to it.

Unlike other funds that comprise the Account Balance, the amounts comprising the referral fee must be used to enter into a Transaction and send currency overseas and cannot be withdrawn.

Withdrawals

You can withdraw some or all of your Account Balance at any time other than funds which relate to any referral fee you have received (these funds must be used in a Transaction). We will transfer those funds to the bank account nominated in your Personal Details, however prior to transferring those funds, we have the right to deduct some or all of the Account Balance towards the repayment of money you owe to us.

If we are unable to transfer the funds to the bank account nominated in your Personal Details (i.e. due to them being incorrect), we will promptly contact you (using the contact details set out in your Personal Details).

Transaction Fees

We may charge you a fee for each Transaction, which will be disclosed to you before you proceed to confirm the Transaction (Transaction Fee). The Transaction Fee is different to the margin which we charge to provide you with the Services. The Transaction Fee may vary between Transactions. By entering into any Transaction that has a Transaction Fee, you agree to pay us the Transaction Fee. The Transaction Fee will be payable to us in the pre-converted currency, and will be deducted by us before we exchange the pre-converted currency to the foreign currency.

In addition, you agree that:

No investment advice

Any information provided by us is provided for informational purposes only (including comparative or other hypothetical information such as hypothetical saving amounts), and is not a recommendation or endorsement by us to buy or sell a particular currency. This information has been prepared without taking into account your personal circumstances, needs or objectives. Nothing is intended to constitute investment, legal, tax, accounting or other professional advice and you should not rely on this information when using the Services. You should receive professional advice if you are in doubt.

Intellectual property rights

We retain sole and exclusive right, title, and interest to our Intellectual Property and all aspects of the Services.

There are no implied licenses under these terms, and any rights not expressly granted are reserved by us. Except for the licenses expressly set out in these terms, these terms do not transfer any Intellectual Property rights between the parties. The licenses granted pursuant to these terms will end at the expiry of the Term, or on termination of these General Terms, at which time you must immediately cease using any of our Intellectual Property.

During the Term:

Representations and warranties

You represent and warrant to us that:

If you are a trustee, you represent and warrant to us that:

Each representation and warranty above is repeated each time you access the Services.

Although we intend to take reasonable steps to protect the integrity and reliability of the Services, the Services are provided on an ‘as-is’ and ‘as-available’ basis. To the maximum extent permitted by law, we do not provide any warranties or guarantees (whether express or implied by law) with respect to the Services, including:

To the maximum extent permitted by law we do not guarantee the absence of breakdowns, operational failures, unavoidable delays or other similar causes. These may be caused may various factors, many of which are outside our control, including:

Limitation of liability

Under no circumstances will we be liable to you for any indirect, incidental or, special and/or consequential damage or loss of profits, goodwill or reputation including, without limitation, damages arising out of an action under contract, negligence or any other theory or for any loss or consequential loss including any business profits, business information, business reputation, business opportunity, goodwill or any business interruption or other pecuniary loss or any incidental damages, punitive damages or exemplary damages whatsoever that arise in relation to, or in connection with, your use of the Services.

However, the Competition and Consumer Act 2010 (Cth), may impose consumer guarantees or imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified, or cannot be excluded, restricted or modified except to a limited extent. These terms must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which we are entitled to do so, we limit our liability in respect of any claim under those provisions to, at our option, the re-supply of the relevant services or payment of the cost of having the relevant services supplied again.

This provision will survive termination of your use of the Services.

Indemnity

To the maximum extent permitted by law, you agree to indemnify us and keep us indemnified, and must pay to us on demand all Loss incurred by us or arising in connection with, directly or indirectly:

These terms may be pleaded as a bar by us to any action, claims, suit or proceedings by you arising out of, or in connection with, these terms or the Services.

If you are a trustee of a trust, you agree to indemnify us and keep us indemnified, in your personal capacity and must personally pay to us on demand all Loss incurred by us or arising as a result of your right to be indemnified out of trust assets no longer applying or being lost, for any reason whatsoever.

This provision will survive termination of your use of the Services.

Privacy

We are committed to complying with the Australian Privacy Principles established under the Privacy Act 1988 (Cth) (Privacy Act). Our Privacy Policy sets out detailed information about how, why and when personal information is collected, disclosed, used, stored and otherwise handled by us. Our Privacy Policy is available at https://help.flash-payments.com/en/articles/1000013-privacy-policy. You may request a copy of our Privacy Policy in hard copy.

Our Privacy Policy sets out:

Suspension and termination

We can suspend your use of the Services if we suspect that you have breached these terms or the Flash Terms. While you are suspended, you will be able to access your Account but will not be able to withdraw your Account Balance or initiate Transactions.

We may, at any time and without providing notice to you, terminate your access to the Services:

Upon termination, you will be deemed to have elected to withdraw your Account Balance and the withdrawal provision in these terms will apply.

Electronic communications

We may use electronic means such as email and notices posted on the Dashboard to communicate with you in relation to the Services and these terms.

You will be deemed to receive the communication once it is sent to your nominated email address (which is included in your Personal Details) or posted on the Dashboard.

You are entitled to request an electronic communication to be resent or to order a paper copy, but we reserve the right to charge a reasonable fee for such additional service.

Disclaimer on timing where third parties involved in the transaction

You should be aware that banks and other third-party liquidity providers we use have fixed cut off times for the receipt and dispatch of electronic payments. We are not responsible for and have no liability for any delay in or failure of any transaction which results from a late arrival of funds or from late receipt of instructions.

Miscellaneous

These terms are governed by the laws in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the courts in that jurisdiction.

We can unilaterally vary these terms at any time, by providing notice on the Dashboard that the terms have been varied. By accessing or continuing to access the Services after we have provided that notice, you are deemed to have accepted the varied terms.

Your use of the Services is personal, and cannot be assigned to any other person without our prior written consent. We can assign the Services to any other person by providing notice to you.

If any term is declared unlawful, void or unenforceable, that term will be deemed severable and will not affect the validity and enforceability of the remaining provisions of these terms.

You and we are independent contractors and these terms do not create or imply any partnership, agency, or joint venture.

Any failure by us to enforce any provision of these terms will not be deemed a waiver of our ability to enforce the same provision of these terms at a future date.

Definitions and interpretation

In these terms, unless otherwise indicated:

Schedule 1 – Additional terms and conditions for Wholesale Clients

The terms and conditions in this Schedule 1 form part of the General Terms & Conditions (the “Terms”). If there is any conflict between the terms in this Schedule 1 and the other provisions of the Terms or the Flash Terms, then the terms in this Schedule 1 prevail to the extent of that conflict.

Applicability of Terms

The terms and conditions in this Schedule 1 only apply to Wholesale Clients. A Wholesale Client is a person that satisfies any one of the requirements to be categorised as a Wholesale Client under the Corporations Act 2001.

Eligibility

We will require appropriate evidence to support your eligibility as a Wholesale Client. Flash Payments can categorise you as a Wholesale Client pursuant to section 761G(7) of the Corporations Act 2001 (Cth) (Wholesale Client) if you provide us with a copy of a certificate from a Qualified Accountant (within the meaning of that term given by section 88B of the Corporations Act 2001) that states that:

(a) You have net assets of at least AUD 2.5 million; or

(b) Gross income for each of the last 2 financial years of at least AUD 250,000 a year; or

(c) You transact a value of at least AUD 500,000 in the financial product; or

(d) You transact the financial product as a business that is not a small business, but a business with at least 20 employees; or

(e) You are a ‘professional investor’.

The certificate is valid for two years from the date of issue.

You must inform Flash Payments if you no longer meet the criteria to be considered a Wholesale Client.

Application of Related Documents

Flash Payments does not have obligations to Wholesale Clients under Chapter 7 of the Corporations Act 2001 that we otherwise have if the product or service were provided to a Retail Client.

We may, from time to time, voluntarily provide some of the Retail Client protections to you, at our absolute discretion, and the provision of such protections at any particular time does not create any entitlement for you to their continued provision and does not affect our right to treat you as a Wholesale Client. We may treat you as a Retail Client, at any time at our absolute discretion.

Any Product Disclosure Statement (PDS) or Financial Services Guide (FSG) that Flash Payments issues applies only to Retail Clients (as defined in the Corporations Act 2001) and does not apply to Wholesale Clients. Wholesale Clients are not permitted to rely on any terms contained in any such PDS or FSG.

You must read and consider the Wholesale Client Information Statement carefully before you open an Account or initiate any Transaction with us and by making application for an Account with Flash Payments, you warrant that you have done so.

Dealing with Wholesale Client Money

You agree and acknowledge that Flash Payments may, to the extent permitted by Part 7.8 of Division 2 of the Corporations Act 2001, use Wholesale Client money for hedging, counteracting or off-setting the risk we incur associated with Transactions we enter into with you and our other clients. Consequently, you hereby authorise Flash Payments at any time to borrow, lend, charge, rehypothecate, dispose of or otherwise use for its own purposes any money in your Account which is being held for the purposes of meeting a Margin Call or entering into a FX contract, without giving you notice of such borrowing, lending, charge, rehypothecation, disposal or other use.

Disputes and Complaint Handling

If a dispute arises between Flash Payments and you relating to any Transaction or any other matter, your dispute will be dealt with in accordance with Flash Payments internal dispute procedure. If a dispute arises between Flash Payments and you relating to any Transaction, Flash Payments may close out or take any other action it considers appropriate in relation to the disputed Transaction, without previously notifying and/or without having received instruction from you.

Flash Payments will try to notify you (verbally or in writing) what action it has taken, as soon afterwards as it practically can, but if it does not, the validity of its action shall not be affected.

As a Wholesale Client, disputes between you and us and any complaints you have in relation to us do not fall within the Australian Financial Complaints Authority’s (“AFCA”) jurisdiction and Flash Payments reserves its rights to not agree to submit to AFCA’s jurisdiction if you attempt to make a complaint to AFCA in relation to Flash Payments.

If however AFCA decides it has jurisdiction over any dispute or complaint you have in relation to us, you hereby authorise Flash Payments to disclose such personal information about you (as defined by the Privacy Act 1988 (Cth)) including, but not limited to, records of interactions between you and Flash Payments as we at our absolute discretion deem appropriate or necessary to enable us to run our case before AFCA.