Spot FX Product Terms and Conditions

1. Account terms and product boundary

These Spot FX Product Terms (Spot FX Terms) apply when an approved client enters into a spot foreign-exchange transaction with Hummingbird Intercoms Pty Ltd (ABN 75 651 091 057; ACN 651 091 057) (Humi, we, us or our). Humi operates the service and uses the Humi Networks brand.

These Spot FX Terms apply only when an approved client expressly accepts them or when a service schedule, master agreement or transaction document validly incorporates them. Publishing them on this website does not by itself replace an existing client agreement or alter a current transaction. A more specific signed agreement, service schedule or Confirmation prevails to the extent of an inconsistency.

2. Purpose and scope

Subject to approval, Humi may offer the client a contract to exchange one currency for another at an agreed rate for settlement on an agreed date (Spot Contract). Each Spot Contract is for currency conversion and settlement in accordance with the client’s instructions and confirmation. It is not a credit facility, deposit account, stored-value account or speculative trading platform.

Humi is not required to offer or accept a Spot Contract. Available currencies, settlement methods, limits and timeframes depend on the client profile, providers, market conditions and legal requirements.

3. Definitions

• Account means the client profile and access Humi establishes for approved Spot FX use.
• Authorised Person means a person the client has nominated and Humi has accepted to give instructions or approve transactions.
• Business Day means a day on which banks are open for ordinary business in Sydney, excluding Saturday, Sunday and a public holiday in Sydney. A confirmation may also identify a relevant banking day in another place.
• Client means the organisation named in the approved application or service agreement.
• Confirmation means Humi’s electronic or written record of an accepted Spot Contract, including its currencies, amounts, rate, fees, funding and Settlement Date.
• Settlement Date means the date stated in the Confirmation for delivery of cleared funds and settlement. Spot settlement is commonly scheduled within two Business Days, but the Confirmation controls.
• Spread means the difference between the exchange rate offered to the client and the wholesale, provider or market-reference rate available to Humi.

4. Client application, authority and information

The client represents on application and whenever it enters a Spot Contract that:

• it has capacity and authority to enter the transaction and perform its obligations;
• each Authorised Person and approval workflow notified to Humi is current;
• information supplied to Humi is complete, accurate and not misleading;
• the transaction has a lawful business purpose disclosed where requested and is not structured to evade a limit or check; and
• it has obtained any independent financial, legal, accounting or tax advice it considers necessary.

The client must promptly notify Humi of a change to ownership, control, authorised users, financial position, contact details or other information material to the service.

5. Identity, compliance and transaction checks

Before establishing an Account and throughout the relationship, Humi may reasonably request and verify information about the client, its directors, beneficial owners, Authorised Persons, source and purpose of funds, counterparties and transactions. Checks may use documents, public records and specialist identity, fraud, sanctions and compliance providers.

The client must provide requested information within the reasonable period stated by Humi. Humi may decline to open an Account or may delay, refuse, limit, suspend or cancel a transaction where information cannot be verified or where action is reasonably necessary for legal, fraud, scam, sanctions, banking, provider or security requirements. Humi may be unable to disclose all reasons where disclosure is prohibited or would compromise a check or investigation.

6. Instructions and Authorised Persons

Humi may rely on an instruction given through an authenticated Account or agreed channel by an Authorised Person, subject to these Spot FX Terms and any approval matrix Humi has accepted. The client is responsible for keeping the list, roles and contact methods of Authorised Persons current.

Humi may require written confirmation, dual approval, a callback or other verification before accepting or acting on an instruction. A delay caused by a reasonable verification step does not oblige Humi to preserve an earlier indicative rate.

The client must protect credentials, devices, API keys and approval channels and independently verify unexpected changes to recipient or settlement details. It must notify Humi immediately if an instruction or Account may be compromised or unauthorised.

7. Quotes, acceptance and Confirmations

A rate provided before acceptance is indicative unless Humi states that it is a firm quote and gives an expiry. A quote expires at the stated time or, if no time is stated, when Humi withdraws it before acceptance.

A Spot Contract is formed when Humi accepts the client’s instruction and issues or records a Confirmation. The client must promptly review the Confirmation and report an error. An obvious recording error may be corrected to reflect the transaction actually agreed. A material difference that was not agreed will not be imposed without giving the client a reasonable opportunity to accept a corrected transaction or cancel, subject to rights already accrued and applicable law.

Once a Spot Contract is formed, it is binding unless cancelled or varied under these Spot FX Terms or by agreement.

8. Spread, transaction fees and third-party fees

The exchange rate offered by Humi includes a Spread. The Spread is not a separately debited fee; it is reflected in the agreed rate.

A Humi transaction fee may also apply. The applicable service schedule, quote or Confirmation will state the fee before acceptance.

Correspondent, intermediary, beneficiary, recipient or other banks and payment providers may deduct or charge third-party fees under their own arrangements. Those fees are not Humi transaction fees and may be outside Humi’s control. Humi will disclose a material known third-party charge where reasonably possible, but cannot always know a recipient’s account charges in advance.

9. Advance funding

Unless Humi expressly agrees otherwise, the client must provide cleared advance funds in the required currency, amount, account, reference and time stated in the quote or Confirmation. Funds must come from an approved source. Receipt of a payment instruction by the client’s bank is not receipt of cleared funds by Humi.

Humi may decline to enter a further Spot Contract or pause settlement while an advance-funding requirement remains unmet. If funds arrive late, are short, use an incorrect reference or come from an unapproved source, Humi may ask the client to correct the funding, agree a variation, or take the cancellation or close-out steps in section 12.

10. Settlement and delivery

The parties must deliver the agreed cleared funds and information by the time and on the Settlement Date stated in the Confirmation. Humi will arrange delivery of the purchased currency to the approved account or recipient specified by the client, subject to completion of checks and provider processing.

The client is responsible for reviewing recipient names, account numbers, bank identifiers, currencies and references before confirmation. Humi may validate format or conduct a name check, but that does not guarantee the recipient is the person the client intends. Incorrect instructions can delay, reject or misdirect a payment and may make recovery impossible.

A processing estimate is not a guarantee. Cut-off times, weekends, public holidays, market or currency closures, compliance checks, banking networks, recipient-bank processing and provider outages can affect timing.

11. Spot FX risks

Before entering a Spot Contract, the client should consider the following risks:

• Exchange-rate risk: rates can move quickly. After a contract is accepted, a more favourable rate may become available, but the client remains bound by the agreed rate unless Humi accepts a cancellation or variation.
• Cancellation and close-out risk: cancelling, changing or failing to settle a contract may require Humi to reverse or replace a currency position at the then-current rate, producing a loss and reasonable third-party cost.
• Timing risk: funding, compliance review, cut-off times, banks, payment providers and holidays can delay settlement or delivery.
• Recipient and banking risk: incorrect or fraudulent recipient instructions, intermediary deductions, a rejection or a returned payment can reduce or delay the final amount.
• Operational and cyber risk: internet, systems, telecommunications, account compromise or provider outages can interrupt instructions or access.
• Legal, tax and country risk: laws, controls, taxes, sanctions or restrictions can change or prevent a transaction or payout.

Humi does not provide personal investment, legal or tax advice under these Spot FX Terms. Any general information does not consider the client’s objectives, financial situation or needs. The client should obtain independent advice where appropriate.

12. Cancellation, variation and close-out

A client that wants to cancel or vary a Spot Contract must contact Humi immediately. Humi will consider the request but is not required to agree after acceptance. If Humi can cancel or vary, it will explain any then-known Spread difference, market loss and reasonable bank, provider or administrative cost before proceeding where practicable.

Humi may cancel or close out an affected Spot Contract if:

• the client does not provide required cleared funds or information by the agreed time;
• the client materially breaches these Spot FX Terms or an applicable service agreement and, where capable of remedy, does not remedy promptly after notice;
• an instruction is unauthorised, fraudulent, unlawful or creates a material security or scam risk;
• the client becomes insolvent or states that it cannot perform its settlement obligations;
• Humi, a bank or provider cannot lawfully or operationally complete the transaction; or
• an event outside reasonable control makes performance impossible or materially unsafe.

Humi will act reasonably in selecting the timing and method of close-out and will provide a calculation. The client is responsible for a demonstrated close-out loss and reasonable third-party cost only to the extent caused by its breach or requested cancellation and permitted by law. Humi must credit any demonstrated close-out gain to the client after deducting amounts lawfully due. This section does not permit a penalty or remove a non-excludable right.

13. Returned or rejected payments

If a recipient or intermediary rejects or returns a payment, Humi will notify the client and seek corrected instructions where lawful and operationally possible. If funds need to be converted, the available return rate may differ from the original rate. Humi will explain any exchange difference and reasonable third-party fee applied.

If rejection or return was caused by Humi’s error, Humi will correct or re-perform the service or provide another remedy required by law. If it was caused by client instructions, the recipient, or a third-party restriction outside Humi’s control, the client bears the resulting demonstrated cost only to the extent permitted by law.

14. Errors, unauthorised instructions and complaints

The client must review Account activity and Confirmations and tell Humi promptly about an error, duplicate, unauthorised instruction or missing payment. Humi will investigate fairly and may require supporting information. Delay can reduce the possibility of stopping or recovering funds but does not remove a right that cannot lawfully be excluded.

A complaint is free and may be submitted through the Complaints and Disputes process, the Support Centre or compliance@humi.au. We will acknowledge, investigate and provide a reasoned response. Any verified and applicable external escalation option will be explained in the complaints process or our response.

15. Privacy and confidential information

The Privacy Policy explains how Humi handles personal information. The client confirms that it is authorised to provide personal information about directors, beneficial owners, Authorised Persons, counterparties and recipients and has given any notice required by law.

Each party must protect the other’s non-public business information with reasonable care and use it only for the service, risk management, compliance, support and dispute resolution. A party may disclose information with consent, to a provider that needs it and is subject to appropriate obligations, or where required or authorised by law. More specific confidentiality terms in a signed agreement prevail.

16. Records and communications

Humi may provide Confirmations, statements, notices and other records electronically through the Business Platform, email or another agreed channel. The client must keep its contact details current and save the records it requires for accounting, tax, audit and business continuity.

Unless a more specific notice provision has been agreed, a communication is treated as received when it becomes available in the Business Platform or reaches the recipient’s email system, except that a notice received outside Sydney business hours is treated as received on the next Business Day. This does not determine the time of a transaction instruction or Confirmation, which is shown in Humi’s transaction record.

17. Service availability and events outside control

Humi uses reasonable care in providing the service but does not guarantee continuous access or that every requested currency, bank or payout route will remain available. Humi may use banks, liquidity, payment, technology and compliance providers.

A party is not responsible for delay or failure caused by an event genuinely outside its reasonable control to the extent it took reasonable steps to prevent or reduce the impact. Payment or settlement obligations already due are not automatically waived, but the parties must work reasonably to manage or close out an affected transaction.

18. Liability and non-excludable rights

Subject to non-excludable rights, each party is responsible for loss to the extent caused by its breach, negligence, fraud or unlawful act. Humi is not responsible to the extent a loss was caused by an inaccurate or unauthorised client instruction, a client’s failure to settle, or an event genuinely outside Humi’s reasonable control, except where Humi did not take reasonable care or the law provides otherwise.

Neither party is responsible for loss that was not reasonably foreseeable when the relevant obligation arose. Each party must take reasonable steps to reduce avoidable loss. A client is not required to indemnify Humi for loss caused by Humi’s breach, negligence, fraud or unlawful act.

19. Amendments

Humi may amend these Spot FX Terms by publishing the updated version and giving reasonable advance written notice of a material change that is likely to be detrimental to an existing client, including any minimum period required by the client’s agreement or law. An urgent legal or security change may take effect sooner with as much notice as reasonably practicable.

An amendment does not change the confirmed commercial details of an existing Spot Contract unless required by law, needed to correct an agreed error or accepted by the client. If the client does not accept a future amendment, it may stop entering new Spot Contracts and request closure after existing obligations are resolved.

20. Termination

Either party may terminate ongoing access by written notice in accordance with any applicable service agreement. Humi may terminate immediately if continued service would be unlawful or materially unsafe, or after a serious or repeated breach. Where lawful and reasonably possible, Humi will provide notice and allow an issue capable of remedy to be remedied.

Termination does not cancel a Spot Contract already accepted, unless it is closed out under section 12, and does not remove an accrued settlement, payment, refund, confidentiality, complaint or legal obligation.

21. General and governing law

The client may not transfer an Account, Spot Contract or its rights under these Spot FX Terms without Humi’s consent. Humi may transfer its rights and obligations as part of a genuine business transfer or service restructure only where doing so does not reduce a non-excludable right, and will give notice where required.

If a provision is unlawful or unenforceable, it is to be read down to the minimum extent necessary or severed without affecting the remainder. A delay in exercising a right is not a waiver.

These Spot FX Terms and each Spot Contract are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and tribunals, without removing a mandatory right under another applicable law.

Contact: Hummingbird Intercoms Pty Ltd, 25 Lime Street, Sydney NSW 2000, Australia; support@humi.au.