This is a legally binding agreement. Please ensure you read it carefully.
By clicking “I Agree” or by continuing to use the FX Feature service You:
- Agree to the following Terms on behalf of the Runa customer with which you are employed, affiliated or associated with (The “Buyer” or “You”).
- Represent that You have authority to bind the Buyer to these Terms; and
- Represent that You are an Authorised User under the Digital Assets Distribution and Technology Terms and Conditions signed between the Buyer and Runa or You have been appointed as an Authorised User on behalf of Buyer for access to Runa’s website and products including the FX Feature.
If You do not have such authority, are not an Authorised User, or do not agree to these Terms, You may not use this FX Feature.
1.1. You are agreeing to use the FX Feature to convert prepaid funds deposited with Runa (the “Float”) from one currency into another. Each use of the FX Feature will be treated as a separate transaction and the specific details including (i) currency; (ii) amount; and (iv) fee of the transaction details will be confirmed in the Float exchange confirmation (the “Float Exchange Confirmation”) which is presented You immediately before each transaction. Terms will govern and apply to all transactions.
1.2. The estimated exchange rate will also be presented to you in the Float Exchange Confirmation. However, this is an estimate and may vary from the final rate you receive. Further detail about this rate is set out in clause 5 below.
1.3. There may also be supplemental terms specific to any additional services or currencies. These will be provided to You in advance of any use of the additional services and will be provided before any Float Exchange Confirmation.
2. How to use the FX Feature
2.1. You can access the FX Feature through the Runa website. It is located in the Finance page under the heading “Balance and Top Up” and by clicking on the “Exchange” button.
2.2. Any of your employees, consultants or affiliates who are provided with access to the Runa website by You, as an Authorised User, will be able to use the FX Feature and You agree to take full responsibility for ensuring that You only provide access to employees, consultants, affiliates who are authorised to use the FX Feature.
2.3. You and any of Your Authorised Users must take reasonable steps to keep Your details secure, secret and safe and must take all reasonable steps to prevent loss, theft or fraudulent misuse.
3.1. FX Feature - Whilst We will try to make the FX Feature available at all times, We do not warrant or guarantee the availability of the FX Feature, nor do We guarantee that the FX Feature and services will be uninterrupted, error-free, without effects or errors or that the services are free of viruses.
3.2. Currency – Whilst We will try to offer a wide range of currencies to meet Your needs and enable conversion of Your Float, We do not warrant or guarantee the availability at all times. We therefore reserve the right to add or remove currency pairs at any time without notice to You. Please always check the availability of Your desired currency before initiating a conversion and agreeing to the Float Exchange Confirmation.
4. Transactions & Fees
4.1. Non Reversible Transactions - Transactions on the FX Feature are non-reversible one-way transactions. This means that once a transaction has been executed by You clicking agreement to the Float Exchange Confirmation, it cannot be reversed. You are responsible for ensuring You have initiated and confirmed the correct currency pair, amount of money to convert and confirmed the fee payable to Us. You may initiate a second conversion to revert the Float back to the original currency. However, You will incur a fee for any conversion and for each conversion transaction You undertake.
4.2. Transaction Fee
4.2.1. You will incur a fee for using the FX Feature for currency exchange transactions. The fee for each transaction will be displayed to You before You confirm the transaction by pressing the Float Exchange Confirmation. It will have been calculated based on (i) the size of the transaction; (ii) the currency pair being traded; and (iii) potentially any additional agreement or terms You have agreed to with Us. By clicking the Float Exchange Confirmation You agree to the transaction fee and it will be deduced from Your available balance of the Float deposited with Us.
4.2.2. You acknowledge that these fees will be subject to change without notice to You but the fees will be presented to You before each transaction and fixed and binding for that transaction. They will be accepted by You when You submit the Float Exchange Confirmation.
4.2.3. You acknowledge and understand that the fee incurred by You for any transaction is non-refundable.
4.3. Conversion Rate – The exchange rate used to execute Your transaction on the FX Feature will be based on real-time market available rates obtained from Our third party providers plus costs and fees We may incur in executing the transaction on Your behalf.
4.4. Execution Time – Once You have confirmed Your transaction by clicking the Float Exchange Confirmation We will make reasonable efforts to execute the transaction as soon as possible. However, the time for each conversion may vary and so We do not warrant or guarantee any specific execution or completion time of the transaction. You also acknowledge and understand that a transaction may be delayed due to market conditions, weekends (non-working days), public holidays or other factors outside of Our control, including force majeure.
5. Foreign Exchange Fluctuations
You understand exchange rates can fluctuate rapidly and so when using the FX Feature You understand that the rate shown immediately before execution (in the Float Exchange Confirmation) is an estimation but will fluctuate as it is a live rate and so may vary slightly from the rate you actually receive. In continuing to use the FX Feature, You acknowledge and understand this risk. We do not make any guarantees related to rates specified before the execution. We reserve the right to cancel or suspend a transaction if You do not provide Us with any necessary information before the exchange to allow for the transaction to be processed.
6. No financial advice disclaimer
We do not provide You with any sort of financial or investment advice. You must obtain Your own financial advice and make Your own assessment as to whether to use the FX Feature and to make any transaction. You understand that We are not responsible and hold no liability for any losses or damages in Your use of the FX Feature unless in accordance with clause 11.
7. Quotes made in error
If We provide You with a quote for the exchange of currencies and it is clearly a mistake due to technical or human error, the quote is not binding on Us and We reserve the right to not process the transaction. You must notify Us if You become aware of any mistake.
8. Balance representation
Your available balance as shown in the “Balance and Top Up” represents the total amount of Float that You have deposited, less any fees or conversions that have been deducted during execution of the currency exchange. Your available balance will include any conversions currently being executed using the rate at the time of transaction submission.
9. Our Obligations
9.1. We are under no obligation to accept an instruction or transaction from You and We may cancel a transaction if We have suspicion of fraud, illegality or a violation of these Terms. If We cancel a transaction, We will refund the funds to Your Float, less any fees owed to Us.
9.2. We may set limits to the use of the FX Feature and We are not obliged to accept a transaction if Your request falls outside of these limits.
10. your Obligations
10.1. You agree to comply with these Terms and pay the relevant fees for using the FX Feature.
10.2. You agree to take all necessary steps to prevent (i) unauthorised access to the FX Feature; (ii) unauthorised or fraudulent transactions; and (iii) illegal activities which do not comply with Applicable Laws.
10.3. You agree upon request to provide Us with true and accurate information for the purposes of using the FX Feature.
11.1. We are not liable for any issues You encounter due to issuing transactions on mobile devices or any issues You encounter with internet or data issues.
11.2. We are not liable for any issues or losses You encounter from misuse of any of Your Authorised Users or from an individual gaining unauthorised access to Your account if they are caused from actions outside of Our direct control and We are not solely at fault for the unauthorised access.
11.3. As per clause 6, We do not provide investment or financial advice and do not take any responsibility regarding Your use of the FX Feature.
11.4. Exclusions – each party expressly excludes liability for any indirect or consequential losses such as loss of profits, business, business opportunities, revenue, turnover, reputation or goodwill.
11.5. Limitation of Liability – Our maximum liability to You in respect of use of the FX Feature shall be to a refund of the fee charged for any transaction on the FX Feature and the currency amount exchanged as part of that Transaction. This limitation or any other disclaimer shall not apply to any damages arising from death or personal injury caused by the negligence of Runa or its employees, agents or for any fraud which is directly and solely the responsibility of Runa. This limitation of liability will also not exclude or limit any claim We have against You regarding Your use of Our FX Feature for any fraudulent or illegal activities.
11.6. Mitigation – Each party agrees to use reasonable endeavours to mitigate any loss in respect of any losses incurred under these Terms.
Any credits to Your account (such as unspent value, cancellations or refunds) will be issued back into the original account and currency in which Your transaction originated from less any fees or unspent value percentage owed to Us.
13. Set off
In addition to other remedies available to Us, if You fail to pay any amount when it becomes due under these Terms, We may set-off such amount against any amount payable by Us to You.
14. Third Party rights
A persons who is not a party to these Terms shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
If any of the provisions in these Terms are deemed unlawful or unenforceable, such provision shall fall away and shall not affect the validity or enforceability of the remaining terms.
If there is any confusion between these Terms and the agreed Digital Assets Distribution and Technology Terms and Conditions, the latter will take precedence in the event of conflict between them, to the extent of such conflict.
18. Opt-Out & Termination
18.1. Opt-out - You may opt-out of using the FX Feature at any point by requesting the closure of Your FX Feature account.
18.2.1. Termination by You - You may opt-out of using the FX Feature in accordance with clause 18.1. You may also terminate Your relationship with Us in accordance with the Digital Assets Distribution and Technology Terms and Conditions.
18.2.2. Termination by Us – We may suspend, limit, cancel or terminate your use of the FX Feature and Your use of any other Runa product or platform immediately at Our sole discretion, if We reasonably believe that:
188.8.131.52. You have breached the these Terms or You have breached the Digital Assets Distribution and Technology Terms and Conditions;
184.108.40.206. You have provided Us with false, misleading, incomplete or inaccurate information;
220.127.116.11. We believe Your request may be linked with fraudulent activities or money laundering, terrorist financing, tax evasion or any other illegal activity; or
18.104.22.168 You become insolvent or at risk of insolvency.
18.2.3.Termination by Us on notice – We may also terminate Your use of the FX Feature upon 15 day’s notice at Our convenience.
18.3. Effect of You opting out or of Termination (by either party) – You will:
18.3.1. Not be able to use the FX Feature;
18.3.2. All payments of outstanding fees to Us will become effective immediately and become due and payable;
18.3.3. Receive the remainder of any Float after Our fees have been deducted within a reasonable period of time following its closure providing such a deposit is in accordance with all Applicable Laws.
19. Governing Law & Jurisdiction
As set out in the agreed Digital Assets Distribution and Technology Terms and Conditions
20. Definitions & Interpretations
20.1. References to ‘We”, “Us” and “Our” or “Ours” refers to Runa.
20.2. References to “You” or “Your” are references to the Buyer.
20.3. Any reference to the “Parties” means Runa and Buyer and “Party” shall mean one of them.
20.4. “Applicable Laws” means all laws, legislation, regulation rules or requirements applicable to the activities undertaken or procured by Buyer and Runa under these Terms.
20.5. “Authorised Users” as defined in the Digital Assets Distribution and Technology Terms“Buyer” means the counterparty set out in the Digital Assets Distribution and Technology Terms and Conditions or such other terms and conditions or agreement which allows for Authorised Users to access the Runa platforms and websites.
20.6.“Float Exchange Confirmation” as defined in clause 1.1 above.
20.7. “Runa” means Runa Network Limited and its registered office is 1st Floor, One Suffolk Way, Sevenoaks, Kent, England, TN13 1LZ.