Terms of Business

Unlock Capital Advisory Partners – Terms of Business

These terms of business explain how we provide our services – please read them carefully since they explain the legal relationships you enter into with us, and with the businesses we introduce to you, when you use our services.

Our agreement with you

1. What is in these terms of business

1.1 These terms of business (which we will refer to as the terms) tell you about the services we make available (our services), and the roles and responsibilities which you and we undertake in connection with our services.  

1.2   By requesting us to provide our services, you confirm that you accept these terms and that you agree to comply with them.  When we refer to the agreement, we are referring to the arrangements between you and us that are formed when we accept your request for provision of the services, and which are governed by these terms. 

1.3   We recommend that you keep a record of these terms for future reference.

2. Who we are and how you can contact us

2.1 Our legal identity is Unlock Capital Advisory Partners Limited (we or us).We are a limited company registered in England and Wales under company number 15098330, and have our registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.  

2.2 To contact us, please get in touch by:

2.2.1 email to: info@unlockcapitalap.com

3. Who else you may deal with, and what other terms apply

3.1 The objective of our services is to allow you to access advantageous rates in respect of the foreign exchange element of international payment transactions you undertake (FX transactions).  We do not ourselves enter into such FX transactions, but may introduce you to third party providers of relevant services (third-party providers). By using this site, you acknowledge that:

 3.1.1    any FX transaction which you enter into with a third-party provider is an arrangement       between you and the relevant third-party provider, and will be provided subject to and in accordance with the third-party provider’s standard terms of business; and 

3.1.2    our role in respect of any such FX transactions is limited to providing advice in connection with the availability and cost of such services, and introducing you to a third-party provider where requested. . 

3.2 Your use of our site and our services is also subject to: 

 3.2.1    our Privacy Policy, which details how we collect, use and look after your personal data when you visit and use our site, or otherwise communicate with us; and

3.2.2  our Cookie Policy, which explains how cookies are used on our site; 

which are available on our site.

4. Keeping up to date with the terms

4.1  We may change our site and these terms from time to time – for example, to reflect changes to the services available.

4.2 If we change these terms, we will publish the new version through the site.  Every time you request us to provide our services, please check our site to ensure you understand the terms that apply at that time.

Our services and charges

5. Onboarding activities

5.1 You may request us to provide our services by following the onboarding process set out below:

5.1.1        our online Client Onboarding Form allows you to provide the information which we require in order to establish your requirements, your payment schedule (that is, weekly, monthly, quarterly, biannual, annual) and your current baseline transaction costs – see section  7 (Charges) for further detail on the kind of information we may require; 

5.1.2 by submitting your completed online Client Onboarding Form, you confirm that you accept these terms and that you agree to comply with them, and request us to provide the services;

5.1.3 once you have completed the Client Onboarding Form and submitted it, we may liaise with you to obtain any supplementary information which we require;

5.1.4 if we accept your request for provision of the services, we will then liaise with potential third-party providers to establish the commercial terms on which they will offer to fulfil your requirements; and

5.1.5       we will complete and issue to you our analysis report.

By requesting us to provide our services you authorise us to share the information you provide to us with potential third-party providers for these purposes, and warrant that such information is accurate and complete.

5.2 When we refer to baseline transaction costs, we generally mean the effective margin which you would expect to pay to your current provider of foreign exchange and international payment transaction services (or to your bank if you do not have a current provider of such services) if you continued to use their services for your future FX transactions and did not switch to a third-party provider identified by us to you.  The baseline transaction costs for transactions where you commit to purchase a fixed value of currency at a fixed rate of exchange (such as a forward contract or option), will be calculated as the difference between the charges you would expect to pay to your current provider of such transaction services (or to your bank if you do not have a current provider of such services) if you continued to use their services for your required transactions and did not switch to a third-party provider identified by us to you  See below for further information on how we calculate your baseline transaction costs, and how we use these to establish the charges for our services.   

5.3 The analysis report will set out: 

5.3.1 our understanding of your current baseline transaction costs;

5.3.2 potential third-party providers meeting your requirements, with an indication of the charges which those third-party providers would apply to process your FX transactions; 

5.3.3 any price commitment which the third-party providers will offer to you if you contract with them through us, together with the period during which any such price commitment will apply, starting from the date of your first transaction with the third-party provider (the commitment period) and the conditions on which such price commitment is offered.

5.4 The analysis report: 

5.4.1 sets out our understanding of your requirements, and certain options and potential savings available to you if you decide to switch to one of the third-party providers we work with; 

5.4.2 is not based on a comprehensive review of the market, however, and does not constitute financial advice in respect of the proposed FX transactions;

5.4.3 does not represent a guarantee that you will achieve the potential savings, since, while we will use reasonable endeavours to ensure that any third-party provider we introduce to you will honour any price commitment set out in our analysis report, the actual FX transaction charges which that third-party provider charges will be determined by the third-party provider, and may depend on a range of factors (including the satisfaction of any conditions set out in the third-party provider’s original offer);

5.4.4        is confidential between you and us, and must not be used for any purpose other than for your own purposes in assessing whether to switch to a third-party provider; and

5.4.5 is provided free of charge and without any commitment on your part, and is used at your own risk.

6. Engaging a third-party provider

6.1 If you decide to engage a third-party provider on the basis of an offer set out in our analysis report, we will support you in completing the third-party provider’s onboarding process.

6.2 We are not responsible for the services provided by third-party providers, and note that your ability to access such services is subject to your successful completion of the relevant third-party provider’s onboarding requirements, and their acceptance of your application.

6.3 If you are dissatisfied with the services provided by a third-party provider, including where you consider that a third-party provider has failed to observe any price commitment which was contained in our analysis report throughout the relevant commitment period, we will, at your request, use reasonable endeavours to liaise with the third-party provider with the objective of addressing the relevant issue.  However, we are not responsible for the services provided by third-party providers, and cannot guarantee to resolve such issues – ultimately, responsibility for the delivery of services in respect of your FX transactions, and for resolution of any related complaints, rests with the third-party provider.

7. Charges

7.1 Our charges are calculated by reference to the savings you achieve (relative to your baseline transaction costs) when you use the services of third-party providers introduced by us to you in connection with your FX transactions, and are calculated as described below.

7.2 When we refer to payment transaction charges, management account fees or similar ancillary charges we are referring to payments made when any individual wants to make an international payment to a vendor or individual located in a different country – to initiate the payment, the individual will need to use an international payment service provider, and the service provider will charge a fee for processing the transaction, typically a percentage or a fixed payment value.  Additionally, to access and manage their account with the service provider, the individual may be required to pay a management account fee, covering the cost of maintaining the account.

7.3 We calculate your baseline transaction costs as follows:

if you have a recent history of FX transactions undertaken with your current provider in the preceding twelve-month period:

7.3.1 we will use your bank statements of FX transactions during that period to establish (i) the effective margin which your existing provider was charging on those FX transactions, and (ii) any additional charges such as payment transaction charges, management account fees or similar ancillary charges which you have been paying in connection with the FX transactions;

7.3.2 we will establish the effective margin during the relevant period by comparing the exchange rate that the existing provider applied to your FX transactions with the mid market rate (as established by reference to a publicly available source such as Yahoo Finance) as at the date and time of that FX transaction;

7.3.3 if the specific time at which any FX transaction took place cannot be established from the information you provide, then, we will use the daily average mid market rate for the day in question as the comparator for purposes of establishing the baseline transaction costs;

7.3.4 the effective margin element of the base transaction costs will be expressed as a single percentage figure for FX transactions in the relevant period – where the existing provider’s margin has varied through the course of that period, we will adopt a ‘weighted average’ approach in order to give a fair representation of your baseline transaction costs – see worked example below);

where you do not have a recent history of FX transactions undertaken in the preceding twelve-month period:

7.3.5 we will ask you to obtain a quote from your bank for the relevant services, and we will use that price (as at the date on which it is offered) to determine the effective margin and any ancillary transaction-related charges (applying the same methodology set out above).

if you are an existing customer who has used a third-party provider introduced by us and are looking to put in place new arrangements for a period after your current commitment period:

7.3.6 we will use the rates (and any ancillary transaction-related charges) offered to you by your current third-party provider that will take effect after the commitment period to determine the effective margin (applying the same methodology set out above).

Worked example 1 – illustrating the treatment of rates and ancillary charges when calculating baseline transaction costs

7.4 If in the twelve-month period prior to your request for our services you undertook FX transactions involving the exchange of £100,000 GBP-USD and were being charged a consistent 1% margin as against the mid-market rate, as well as paying £120 per year as a management charge, the baseline transaction costs would be 1% of FX transaction value plus £10 per month. 

Worked example 2 – illustrating the weighted average approach when calculating baseline transaction costs

7.5 If in the twelve-month period prior to your request for our services you undertook FX transactions involving the exchange of £100,000 GBP-USD, of which £80,000 was charged at a 1% margin as against the mid-market rate, while £20,000 was charged at a 0.8% margin as against the mid-market rate, the baseline transaction costs would be calculated using a ‘weighted average’ approach as follows:

(80,000 x 1% + 20,000 x 0.8%) / 100,000 = 0.96%

8. Charges for our services

8.1 The charges which you pay for our services are payable with effect from the date of your first FX transaction with the relevant third-party provider, and will continue for the duration of your arrangements in respect of FX transactions with that third-party provider.  

8.2 The charges are calculated at the end of each calendar month as a percentage (specified in the analysis report) of the savings you achieved on FX transactions in that calendar month by using a third-party provider introduced to you by us, relative to the costs you would have incurred if you had undertaken the same FX transactions at your baseline transaction cost (as established during onboarding and set out in the analysis report).

Worked example 3 – illustrating calculation of the charges for our services

8.3 If in a calendar month you undertake FX transactions to the value of £100,000 GBP-USD and pay a margin of 0.8% to a third-party provider which we introduced to you, and if your baseline transaction costs would have been 1%, our charges in respect of that month will be:

(100,000 x 1% - 100,000 x 0.8%) x 25% = 200 x 25% = £50

8.4 We will obtain information about your FX transactions from the relevant third-party provider, and will notify you following the end of each calendar month of the value of the charges due to us in respect of that calendar month, and set out the method by which we have calculated those charges.  We will submit our invoice in respect of our charges at the same time, and this will be payable on receipt. 

8.5 If we are unable to collect any payment you owe us we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

9. Our responsibility for loss or damage suffered by you

9.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

9.2 Where you are using our services outside the course of your business (that is, as a consumer): you agree we have no liability to you for any losses which are not relevant to domestic and private use of the site or our services, including loss of profit, loss of business, business interruption, or loss of business opportunity.

9.3 Where you are using our services in the course of your business: then except in respect of the losses described in clause 9.1 above: 

9.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

9.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in respect of events giving rise to liability occurring in each contract year (being the period from the date on which you first request us to provide the services, and each subsequent period of 12 months commencing on an anniversary of that date) to the total charges paid or payable by you to us in the same contract year.

9.4 Our services may include coordinating introductions to third-party providers at your request. We are not responsible for the services provided by third-party providers, nor do we have control over their activities, and you remain responsible for the decisions you make on the basis of our analysis report.

9.5 If the fulfilment of any part of our services is delayed by an event outside our control, such as natural disaster, epidemic or pandemic, war or terrorism, sanctions or other government measures, industrial action, or similar circumstances, we will contact you to let you know and do what we can to reduce the delay, but we will not be liable to you for such delay. 

10. What to do if things go wrong

10.1 If you wish to report or complain about any aspect of our site or our services, please contact us at info@unlockcapitalap.com.  

10.2 You have legal rights as a consumer, such as the right to ask us to repeat or fix a service if it is not carried out with reasonable care and skill.  However, these rights are subject to certain exceptions, and it is important to note that our charges under these terms only become payable if you achieve savings (relative to your baseline transaction costs) as a result of decisions you make based on our analysis report.  For detailed information about your rights, please visit the Citizens Advice website www.citizensadvice.org.uk.

User accounts and personal data

11. Setting up a user account (where we provide user account functionality)

11.1 When setting up a user account, please complete all required fields on the online account set-up form and ensure that all information is correct.

11.2 By creating an account, you confirm that you are 18 years or older.  Our services are not intended for minors under the age of 18.

12. Keeping your account safe

12.1 You must keep your login details and password secure and confidential. Please do not share this information with others. You are responsible for all use made of your account.

12.2 We have the right to disable any account, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

12.3 If you know or suspect that anyone other than you knows your account details, you should promptly notify us at info@unlockcapitalap.com.

12.4 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

13. Closing your account

13.1 You can close your account with us at any time by using your account settings. If you close your account after you have entered into an agreement with a third-party provider introduced by us to you, any charges due to us in respect of your FX transactions with such third-party shall remain payable. 

13.2 We may close or suspend your account (and any related accounts to your account, as determined by us) and your access to our site, where we have reason to believe that you, your use of our site or our services, or any content you have uploaded to our site violate our terms.  In the event your account is closed, you will no longer have any right to use our site. 

13.3 These terms will remain in force even after your account has been closed or your use of the site has ended.

14. How we may use your personal information

We will only use your personal information in accordance with our Privacy Policy, which is available on our site.

The agreement

15. We may transfer our agreement with you to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the agreement.

16. Which country's laws apply to any disputes

These terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

These terms were most recently updated in April 2024.