General Terms and Conditions for online Business Services of Rabobank 2014

Transcription

1 General Terms and Conditions for online Business Services of Rabobank 2014 Rabobank 1

2 A. Definitions Article 1 Definitions The master agreement, these conditions, or any other conditions referring to (the definitions in) (previous versions of ) these conditions define the concepts below as follows: app: an application offered by Rabobank, which application can also be used for an online service bank: the bank with which the client has a masteragreement card: a (bank) card or credit card that is suitable for use of online services client: the party or parties, both jointly and each individually, that has or have a master agree - ment with the bank device: a piece of equipment that is registered with Rabobank for the use of Rabo Mobile Banking or Online Banking electronic service: an online service ideal (Mobile): a Rabobank product based on the Dutch payment standard for direct payments on the Internet. ideal can also be used via a device information: any notices, confirmations, documents, (amendments to) (product) conditions or instructions, (account) statements, (commercial) communications, etc internet bank account: any account held with Rabobank that the client may use by means of an online service. This may be an account in the client s own name, but also an account to which the client has access as a legal or other representative/authorised person. master agreement: the agreement between the bank and the client in which, for example, the use of Message Inbox: certain online/electronic services has been agreed and in which (previous versions of ) these general terms and conditions have been declared applicable an inbox in Rabo Internet Banking (Professional), and as from a certain point in time also in Rabo Mobile Banking/Online Banking, in which Rabobank and/or third parties can, for example, post messages and documents intended for the client Online Banking: an online service that can be used as from online service: a time to be determined by Rabobank (and in any event via a device) Rabo Internet Banking (hereinafter RIB ), Rabo Internet Banking Professional (hereinafter RIB Pro ), Rabo Mobile Banking (hereinafter RMB ), Online Banking, Rabophone, Rabo Alerts, Balance SMS, or (partial) replacement services, and other online services designated by Rabobank (both jointly and each individually) payment order: an order issued by or on behalf of a payment transaction: Rabobank: Rabobank client, or by or on behalf of a beneficiary to his/her payment service provider, to perform a payment transaction an action by which funds are deposited, transferred or withdrawn the bank and/or Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland), having its registered office in Amsterdam, the Netherlands, and/or one or more other Rabobanks affiliated with Rabobank Nederland or another bankauthorised institution where an internet bank account is held, both jointly and each individually Rabobank 2

3 Rabobank Group: regulations: security code: software: tool: unique identifier: the economic entity in which legal entities and companies and/or comparable entities under foreign or international law are (at any time) organisationally connected, to which entity Rabobank Nederland also belongs the regulations, instructions, requirements and limitations for the use of online services - as stated on the website (e.g. on and or the subpages replacing such pages, as well as under the product information of the various online services on the website) - that have been brought to the client s attention through messages in Message Inbox, or - that have otherwise been communicated to the client a personal and secret code, such as the PIN code for a card, the I code or the S code for the Random Reader, the login code or signing code of the Rabo Scanner, or the access code for Rabo Mobile Banking, Online Banking or Rabophone in any event a legitimate and up-to-date operating system and legitimate and up-todate (security) software if this is available for the operating system used. The client can find more information in the regulations an item that is provided by or on behalf of Rabobank and that is needed, for example, for the use of an online service. For example, a Random Reader or Rabo Scanner details of the beneficiary s account in a payment order user: website: - any authorised user of the client and/or - any person to whom the client, in accor dance with article 13, has given a card and/ or security code to use (both jointly and each individually) and/or one or more of its subpages and any web pages replacing such web pages Rabobank 3

4 B. Use of online services - general Article 2 The master agreement and authorisation 2.1 The master agreement will be deemed to have been concluded in the context of the client s performance of a profession or business. Unless otherwise agreed with Rabobank, the client may use the agreed online services for its own profession or business only. 2.2 The client will be jointly and severally liable for the obligations that arise from the master agreement, these general terms and conditions, and the terms and conditions and regulations that are, or become, applicable to an online service. 2.3 If the client is a legal entity, a professional partnership, a limited partnership or a general partnership, and/or the master agreement has been entered into with more than one client, the following provisions will apply. a. Each director, (managing) partner, partner in a professional partnership and/or client will be deemed to have a continuous and unlimited authorisation under Dutch law to do the following on behalf of the/each client: - to independently perform all legal and other acts - including acts of disposition - that arise from the master agreement, these general terms and conditions, and all online services that the client can use; - to independently perform all legal and other acts - including acts of disposition - that are possible within the agreed online services, for example, to issue a payment order; - to enter into, (partially) amend and/or (partially) terminate agreements with Rabobank in connection with a Rabobank online service; - to enter into, (partially) amend and/or (partially) terminate agreements with Rabobank using an agreed online service and, insofar as necessary, to provide the associated authorisations (with the right of substitution) and to independently perform all legal acts - including acts of disposition - that relate to such agreement or agreements using an online service; - to provide information to Rabobank. This authorisation may also be given to Rabobank and/or another person (right of substitution), even if this means that Rabobank will, as the authorised person, contract with itself. If and as long as an authorised person has not been identified and verified as such, Rabobank will not be required to perform any legal or other acts, including but not limited to acts of disposition, of such authorised person. Rabobank may at all times refuse to contract with an authorised person. b. The authorisations in this article may be terminated only by means of written notice of termination (or in another way permitted by the bank) together with all online services with the bank. The authorisations will not end upon death or guardianship order in respect of a (substituted) grantor of authorisation. As long as the bank has not received such notice, the authorisations in this article may still be used. Rabobank will not be liable for any associated consequences. Any orders issued to Rabobank based on these authorisations before or shortly after the bank has received the abovementioned notice may be legally performed and/or continued by Rabobank if Rabobank can no longer reasonably prevent them. c. Rabobank will be required to make information available to one client only. The client will be required to provide such information to the other clients and/or, to the extent necessary, to any (substituted) authorised persons as well. Rabobank 4

5 Article 3 Possible uses and change options for online services 3.1 The client can use an online service to do its banking or other business (either as an authorised person or otherwise) with Rabobank and/or third parties. For example, the client may enter into an agreement with Rabobank, order money from Rabobank, or issue a payment order to Rabobank. Rabobank may also provide information using an online service. 3.2 Rabobank will at all times have the power to determine whether an (internet) bank account can, cannot, or can no longer be used via a certain online service. 3.3 Where possible, the client may state its own personal description for the internet bank accounts in online services. Such description will be for the client s internal purposes only. Rabobank will not take the description into account in the provision of its services. 3.4 Rabobank may at all times unilaterally limit, modify, expand or terminate the online services. This will also apply to the terms and conditions and the regulations that apply to such services. Rabobank will inform the client about this, for example via the website or the Message Inbox. 3.5 The client will in any event be deemed to have accepted a new or modified online service and the associated general and other terms and conditions and regulations if the client makes use of the new or modified online service. Article 4 Binding force and evidence 4.1 The client will be unconditionally bound by all legal and other acts - including acts of disposition - that have been performed using the client s card, device and/or security code via an online service. Examples of legal acts are concluding an agreement with Rabobank or issuing a payment order to Rabobank. 4.2 Rabobank will not be a party to, and will not be liable and/or responsible for, any (partial) conclusion, amendment and/or termination of agreements and/or the performance of legal or other acts between the client and a third party in an online service. 4.3 All data retained by Rabobank, for example with respect to the performance or use of the master agreement, an internet bank account, a card, device, online service or security code, will constitute complete evidence vis-à-vis the client. The same holds true for data of third parties engaged by Rabobank. The client will at all times be entitled to submit evidence to the contrary. The article in the General Banking Conditions on Evidential value and retention period of bank records will also continue to apply. Article 5 Regulations and terms and conditions 5.1 The client is required to use an electronic service, app, card, tool, device and/or security code in accordance with the regulations provided by or on behalf of Rabobank. 5.2 Rabobank will be authorised to set temporary or permanent further regulations for such use, such as: - the establishment of limits, such as minimum and maximum amounts or number of units per activity, order and/or time unit; - the establishment of specifications for services (including internet and/or telecommunications services), equipment and/or software and/or a device. 5.3 Rabobank will at all times be entitled to amend the regulations with immediate effect. Rabobank will inform the client about any relevant changes that relate to online services. This will be done, for example, through the website or Message Inbox, or through a change to the general or other terms and conditions that apply to the online service. The client will be required to heed and comply with such changes in a timely fashion. 5.4 The client will be required to ensure that each user and all its principals are also aware of all existing and amended general and/or special terms and conditions and regulations that apply to online services. The client warrants that each user will also comply with, and act on, the foregoing as if it were the client. Article 6 Client s duty of care - general 6.1 The client will be required to take all possible measures to prevent unlawful and unauthorised use of any online service. 6.2 The client must continuously ensure that the services (including internet and/or telecommunications services), Rabobank 5

6 equipment and software that he uses, and his device, are and will remain suitable and safe for the use of an online service. 6.3 In the event of suspected or actual loss, theft, unlawful use or unauthorised use of a card, security code, device and/or tool, the client will be required to immediately inform the bank in accordance with the bank s regulations, even outside office hours. Article 7 Tools 7.1 For the term of the master agreement, Rabobank will grant the client a non-exclusive and non-transferrable right of use for a tool. The right of use will in any event regard the use of the tool to conduct banking business using an online service. Rabobank will be authorised to impose regulations, or amend existing regulations, for the tool. 7.2 Rabobank will determine the type of tool and the number of tools to be provided to the client. If a tool requires batteries, the client will be required to purchase such batteries at its own expense. 7.3 The industrial and/or intellectual property right in a tool will continue to vest in Rabobank and/or third parties. 7.4 The client will on Rabobank s demand: - stop using a tool; - return a tool to Rabobank or to a third party designated by Rabobank; and/or - use a possible replacement tool. 7.5 The client will bear the risk of damage as a result of theft, loss, damage and/or destruction of a tool. In such event Rabobank can replace or repair, or cause a third party to replace or repair, a tool at the client s expense. Article 8 Cards Without prejudice to the provisions of specific product or other terms and conditions and regulations that apply to the cards, the following provisions will in any event also apply to cards. 8.1 A card is strictly personal and non-transferrable, unless expressly permitted by the bank, for example as provided in article The industrial and/or intellectual property right in a card will continue to vest in Rabobank and/or third parties. 8.3 The client will on Rabobank s demand: - stop using a card; - return a card to Rabobank and/or - use a possible replacement card. 8.4 The client will bear the risk of damage as a result of abuse, theft, loss, damage and/or destruction of a card. In such event Rabobank can replace or repair, or cause a third party to replace or repair, a card at the client s expense. 8.5 The client will be required to keep each card carefully in order, for example, to prevent use by an unauthorised person. If the client knows or suspects that the card has been stolen or lost or used by an unauthorised person, the client will be required to notify the bank or a third party designated by the bank immediately, even outside office hours. The client can find more information on this subject on the website. In the event of conflict between the applicable product or other terms and conditions and/or regulations, the specific product or other terms and conditions and/or regulations will prevail. Article 9 Security codes 9.1 The client will require security codes if he wishes to use an online service. 9.2 A security code is strictly personal and non-transferrable. The client will be required to keep a security code secret from other private individuals and/or legal entities. The only exception to this rule has been worked out in further detail in article 13. The client may not record a security code in writing or otherwise. It may not keep the security code in such a way that other persons can access it either. 9.3 The client must in any event: - ensure that others cannot see these security codes when the client is entering them, for example if the client is using a PC; - never give the security codes to anyone, for example on the telephone or by , even if such person asks for these security codes. A Rabobank staff member will never ask clients for their security codes (for example, personally, in a chat session, by telephone, in a text message or by ); Rabobank 6

7 - refrain from choosing an easily guessable security code if the client can change or select its own security code. 9.4 If the client knows or suspects that a security code is known by another person while this is expressly not allowed, the client will be required to immediately report this to the bank. The client can find more information on this subject on the website. 9.5 In the event of damage due to misuse of the security codes, the client will also be required immediately to report it to the police. If Rabobank so requests, the client will be required to submit to Rabobank a copy of the relevant official police report. in addition to the software as referred to in this article. The client will be required to install such software. In no event will Rabobank be liable for the use and/or side effects of any such software To the extent that the services, equipment and software as referred to in this article are used for an online service, the client will be required to comply with Rabobank s regulations with respect to such use in a timely fashion Rabobank will not be a party to any agreements entered into or to be entered into between the client and providers of services, equipment and software as referred to in this article. Article 10 Use of services (including internet and/or telecommunications) services, equipment and software 10.1 The client will be responsible, at its own expense and risk, for the purchase and acquisition and uninterrupted availability of services (including internet and/or telecommunications) services, equipment (including a device) and software that are required for the use of an online service. Furthermore, the client will at all times be under the obligation to use security measures initiated and/or required by or on behalf of Rabobank, such as encryption of the network traffic. This will also apply to wireless connections. The client can find more information on the foregoing in the instructions. Rabobank will not provide any further support in the selection, management, installation or maintenance The client will be required to use the services (including internet and/or telecommunications services), equipment, security and software in such a way that no damage can arise for Rabobank and/or any third parties The client will be required to take all measures in any event to prevent: - unauthorised persons from obtaining access (by electronic or other means) to the client s equipment, software or data communications, and/or - other acts that are considered undesirable by the client or Rabobank from being performed Rabobank may offer, or cause third parties to offer, software that provides extra security for the data connection Article 11 Apps If the client wishes to use an online service by means of an app, the following provisions will apply Before installing the app, the client must check whether the app originates from Rabobank The client may use the app for the purpose for which it is intended only. The client may in any event not copy, modify or investigate the app or make it available to third parties The client will be required to completely close the app after use If the client no longer uses, or is no longer permitted to use, the app, the client will be required to delete it from the device. The foregoing will also apply if the client sells the device or no longer uses it personally due to another reason The client will be required to immediately install a new version (updates) of an app used and to delete the old version from the device. The client may not continue to use an old version of an app after a new version of the app has been released The client must correctly install the app and any updates to the app. Furthermore, the client must correctly use the app and the online services by means of the app Without prejudice to the provisions of these general terms and conditions or the conditions that apply to an internet bank account on exclusion/limitation of liability, Rabobank and any third parties engaged by it will not be Rabobank 7

8 liable for any damage that arises as a direct or indirect result of any disruptions or errors in apps or updates to apps or the use thereof, or for any damage that arises as a direct or indirect result of failure of an app or an update to an app to perform in combination with the client s device, for example because the memory of the device is full. C. Use of online services - special provisions Article 12 Rabo Internet Banking (RIB) 12.1 The client can access this online service through the website. To use this online service (for the first time), the client will need a Random Reader or Rabo Scanner, a card and security codes. The client can use the foregoing in accordance with Rabobank s instructions to create a security code to log on If the client enters the secure environment of this online service, it must regularly check to make sure that it remains in this secured environment. The client can see this, for example, in the address bar. The client can refer to the regulations to see how it can check whether it has a secure connection with Rabobank The client will be required to regularly refer to the regulations relating to secure banking on the internet and to comply with such regulations The client will be required to utilise the functionalities available to reduce the risks associated with internet banking to the extent possible. An example is the possibility of deactivating the use of a card outside Europe. Article 13 Rabo Internet Banking Professional (RIB Pro) If the client can use RIB Pro, in addition to the provisions of the foregoing article, the following provisions will also apply: 13.1 The bank and the client may, for a certain card and/or security code, agree what legal or other acts can be performed (on behalf of the client) with such card and/or security code. The client can also arrange this itself using this online service. The bank may at all times unilaterally expand, limit and/or change the powers and/or rights associated with a card, either temporarily or permanently The client may give the card and the associated security code as referred to in the foregoing paragraph for use by one or more other persons (a user) under the client s responsibility and at the client s expense and risk If no restrictions have been agreed with the bank for a card and/or security code as referred to in paragraph 1 of this article, the user will be deemed to be allowed to use it to perform all such legal and other acts that are possible using an online service. This includes entering into an agreement with Rabobank, issuing a payment order to Rabobank and/or assigning powers to other users An owner s card is a card to which, except for limits, no other restrictions can be attached. The bank can at all times change this. The owner s card can be used by or on behalf of a client to independently perform all legal and other acts that are possible using an online service. This includes entering into an agreement with Rabobank, issuing a payment order to Rabobank and/or assigning powers to other users. Furthermore, an owner s card can be used by or on behalf of a client to purchase a new and/or modified online service on Rabobank s usual conditions and to enter into the associated electronic or other agreements that are required for such purpose. The owner s card may not be given for use by anyone other than the person whose name is on the owner s card. The client warrants this vis-à-vis Rabobank The client unconditionally warrants vis-à-vis Rabobank: a. that each user is fully authorised on behalf of the client to use one or more cards or security codes to perform the legal and other acts permitted for such cards or security codes; b. that it will at all times inform each user (before giving a card and/or security code for use) of: - the terms and conditions applicable to the master agreement and/or an online service and any amendments thereto. Any reference to the client will - to the extent applicable - include a user. The user will be required to comply with the foregoing; and - all regulations associated with an online service. Any refe- Rabobank 8

9 rence to the client will - to the extent applicable - include a user. The user will be required to comply with the regulations; and - the rights and authorisations allocated to the relevant user The consequences of any use of a card and/or security code of the client and/or a user will be at the client s expense and risk. The client will be liable vis-à-vis Rabobank for use of each card and each security code and the consequences thereof The client will be required, on Rabobank s demand, to indicate exactly who the user is/users are If the client wishes to terminate the use of a card and/or security code (for example in the event of loss and/or theft and/or misuse), the client is to notify the bank. The client can find more information on this subject on the website. In such event the client will also be required to provide the specifications of the relevant card and/or security code (with the exception of the numbers/letters of the security code itself ). In such event the bank will suspend the use of the relevant card and/or security code. Article 14 Rabo Mobile Banking (RMB)/Online Banking 14.1 The client can use one of these online services by using a security code (the access code ) to log on to a device on the mobile website at m.rabobank.nl or through the app of the relevant online service When first using the relevant device, the client is to register such device. The client will require its card and a tool, such as a Rabo Scanner, to do so once-only. RIB (Pro) can in any event be used to cancel a device registration. The website offers a summary of the requirements to be met by devices and internet services to use this online service The access code is a personal and secret, five-digit, security code. The client can use this access code for Rabophone as well. The client can create or change the access code itself in this online service. It can also do so if its access code has been blocked. In such event the client will require a tool and a card again The client is also required to lock its device with a code (in addition to using an access code for the online service itself ) to prevent unauthorised persons from using its device for an online service or, for example, from being able to easily check the balance in the internet bank account(s) The client will be required to regularly refer to the website for the regulations relating to secure banking using a device and to comply with such regulations. Article 15 Rabo Alerts and Balance SMS 15.1 If the client uses RIB (Pro), the client can use Rabo Alerts or Balance SMS (for balance information). These are messages from Rabobank sent by text message (SMS) or to the mobile phone number or address provided by the client. Rabobank may charge a fee for this service Rabobank will at all times be authorised in extraordinary circumstances to use alerts without the client s consent, for example for safety purposes. In such event the client will be under the obligation to immediately comply with any regulations The client is to use RIB (Pro) to communicate any changes relating to Rabo Alerts and/or Balance SMS. An example is changing the client s address or mobile phone number. Terminating or blocking Rabo Alerts and/or Balance SMS must also be done in RIB (Pro) Rabobank will send Rabo Alerts and/or Balance SMS without any further codes or other safety measures. The client is solely responsible for keeping the content of the Rabo Alerts and/or Balance SMS confidential In the event of theft or loss of the equipment or device on which the client can receive messages, the client must personally block Rabo Alerts and/or Balance SMS in RIB (Pro) Rabobank will not be liable if the client does not, or does not completely, or punctually, receive any message, even if the balance information is not, or no longer, up-to-date or correct, for example as a result of disruption in a network, connection, piece of equipment or device. Rabobank 9

10 Article 16 Rabophone If the client uses Rabophone, the following provisions will also apply The client can use Rabophone by means of a suitable landline or mobile phone The client will also require a security code. Such security code is the same as the code used by the client for RMB/Online Banking (the access code). If the client does not use this, Rabobank will provide the client with an access code. The client will be required to subsequently change such access code in accordance with Rabobank s instructions. D. Use of online services for (payment) transactions and online entering into agreements Article 17 Online services and (payment) transactions 17.1 The client can use a suitable online service to perform payment and other transactions (from an internet bank account) by means of payment and other services supported by such online service If the payment order is given in RIB (Pro), RMB or Online Banking, Rabobank will determine whether the client s agreement to a payment order will be sought by means of an S code/signing code (article 18) or without an S code/signing code (article 19) All payment and other transactions performed using an online service will also be subject to the special and other terms and conditions and regulations that apply to such specific payment or other transaction and/or to the internet bank account, unless expressly provided otherwise herein. Such terms and conditions include, for example, the grounds for refusal to carry out a payment order and the maximum term for carrying out such a payment order If the client can use an online service to perform payment and other transactions as an authorised person or as a legal or other representative, the following provisions will apply. In such event the client may not perform the payment or other transactions until it has taken cognisance of, and complies with, the terms and conditions and regulations referred to in the foregoing paragraph. Furthermore, the client warrants vis-à-vis Rabobank that the party represented by the client agrees that the client uses an online service to have access to the internet bank account of the party it represents. The client will be required completely, correctly and continuously to inform the party represented by it of the prevailing terms and conditions and regulations for performing payment transactions using an online service Payment orders issued through ideal (Mobile) will be subject to the following additional provisions. These are payment orders to transfer an amount in euros without delay. First of all, the client is to check whether it is in the screens offered by Rabobank. The client can see this, for example, in the address bar. The amount of the payment order and any other details will be automatically included in the payment order. The client cannot withdraw a payment order for ideal transfers. The client need not check the beneficiary s unique identifier in the event of an ideal transfer. The other characteristics of an ideal transfer, such as the amount, are, however, to be checked by the client. Article 18 Agreeing to a payment order using an S code/signing code 18.1 After entering the payment order or orders in an online service or in the ideal screens, the client will first follow the instructions in the screens offered by Rabobank. One of the instructions will be for the person or persons who are to sign for the payment order or orders to enter an S code or signing code. - If the client uses the Random Reader, the following provisions will apply. The client will first create an S code using a card, PIN code and the Random Reader. The client agrees to the payment order by signing the payment order in the screens offered by Rabobank using such security code (an S code) and confirming it using the confirmation button presented by Rabobank in such screens. If the client pays using ideal, the client will confirm a payment order according to the same procedure. - If the client uses the Rabo Scanner, the following provisions will apply. The client will first create a signing code, according Rabobank 10

11 to the instructions in the screens offered by Rabobank, using a card, PIN code and the Rabo Scanner. The Rabo Scanner will describe/summarise the payment or other orders that the client will agree to by placing that signing code. The client will be under the obligation first to check, in the Rabo Scanner screen, whether the payment order or orders or the summary thereof is/are identical to the payment order or orders that the client wishes to issue. The payment order or orders as shown or summarised in the Rabo Scanner screen will be carried out by Rabobank. If this is correct, the client can agree to the payment order or orders in the screens offered by Rabobank by signing it using the signing code and subsequently confirming it using the confirmation button presented by Rabobank in those screens. If the information in the Rabo Scanner screen is not correct, the client is to contact the bank immediately. If the client pays using ideal, the client will confirm a payment order according to the same procedure Rabobank has received the payment order or orders as soon as Rabobank provides confirmation thereof through the online service used or through the ideal screens Rabobank may at all times after obtaining agreement request confirmation of one or more payment orders. This may include an additional S code/signing code (by another user or client) or entering an (additional) (security) code that the client receives from Rabobank by text message. If Rabobank requests such an additional confirmation, the time of receipt of the additional confirmation will be deemed to be the time of receipt of the payment order. Article 19 Issuing a payment order without an S code/signing code 19.1 In situations to be determined by Rabobank (as stated in article 20), the client may also confirm a payment order without an S code/signing code. After the client has logged on using a security code (for example an access code), the client will agree to one or more payment orders by confirming them in the screens offered by Rabobank using the confirmation button presented by Rabobank in those screens, for example the send or pay button. If the client uses ideal (Mobile) through a device, the client will use the pay button or another confirmation button prescribed by Rabobank to confirm a payment order As from a time subsequently to be determined by Rabobank, Rabobank may also request an access code in combination with that confirmation button by way of agreement to one or more payment orders Rabobank has received the payment order or orders as soon as Rabobank provides confirmation thereof through the online service used or through the ideal screens Rabobank may at all times after obtaining agreement request confirmation of one or more payment orders. This may include an (additional) S code/signing code (by another user or client) or entering an (additional) (security) code that the client receives from Rabobank by text message. If Rabobank requests such an additional confirmation, the time of receipt of the additional confirmation will be deemed to be the time of receipt of the payment order. Article 20 Payment orders using a device without S code/signing code 20.1 If the client uses RMB or Online Banking, the client may issue a payment order according to the procedure as set forth in article 19 in the following situations The client may issue a payment order for transfers between internet bank accounts included in its RIB (Pro) (its own accounts ). These may also be internet bank accounts that it has access to as a legal or other representative. Any such transfers will be subject to a limit. Rabobank may exclude certain internet bank accounts from this option The client may also issue a payment order for a transfer to a known account. Whether an account is a known account will vary for each individual person. A known account is a unique identifier of another to whom the person who has logged on (on behalf of the client) using an access code transferred an amount (on behalf of the client) using an S code/signing code not longer than fifteen months before There is one limit per person for payment orders to known accounts using RMB/Online Banking and ideal Mobile and Rabophone It is also possible to issue a payment order using Rabobank 11

12 RMB/Online Banking and ideal Mobile to unknown accounts without an S code/signing code according to the procedure set forth in article 19 if the client itself sets a limit in that respect. An unknown account is a unique identifier that: - is not an own account, and - that is not a known account for the person who has logged on using an access code either The client itself can set/change the limit for payment orders to unknown accounts using an S code/signing code in RMB/Online Banking. Rabobank will determine the maximum limit that the client can set. This limit may be reduced in RMB/ Online Banking without an S code or signing code If the client wishes to issue another payment order in RMB/Online Banking than described above, or if the applicable limit as described above has been reached, the client will receive a notice. In such event the client will agree to a payment order according to the procedure described in article 18. Article 21 Payment orders using ideal Mobile without S code/ signing code 21.1 The client can use ideal Mobile to issue a payment order for a transfer to a known account for ideal Mobile without an S code/signing code (see article 19). A known account for ideal Mobile is a unique identifier: a. of another to whom the person who has logged on (on behalf of the client) using an access code transferred an amount (on behalf of the client) using an S code/signing code not longer than fifteen months before, or b. if there was an ideal payment order that was intended for another than the beneficiary stated in the payment order: a unique identifier in combination with the name of such other to whom the person who has logged on (on behalf of the client) using an access code transferred an amount (on behalf of the client) using an S code/signing code not longer than fifteen months before. Any such payment orders will be subject to the same limit as explained in article The client can also use ideal Mobile to issue a payment order for a transfer to unknown accounts for ideal Mobile without an S code/signing code if it adjusts its settings accordingly. An unknown account for ideal Mobile is a unique identifier that: - is not an own account, and - that is not a known account for ideal Mobile for the person who has logged on using an access code either. Any such payment orders will be subject to the same limit as explained in article If the client wishes to issue another payment order through ideal Mobile than described above, or if the applicable limit as described above has been reached, the client will receive an alert. In such event the client will agree to a payment order according to the procedure described in article 18. Article 22 Issuing a payment order using Rabophone 22.1 The client can use Rabophone only to issue a payment order in euros up to the applicable limit to an account held in the Netherlands as referred to in articles 20.2 and A payment order is issued using the keys on the telephone. Subsequently, confirmation of the payment order takes place according to the instructions from Rabophone Payment orders are subject to the limit as explained in articles 20.2 and Rabobank has received the payment order as soon as the Rabobank systems record that the access code has been entered. Article 23 Issuing a payment order - general In addition, the following provisions will apply in respect of issuing a payment order using an online service Rabobank may allow other methods to issue payment orders using an online service. Rabobank may modify, terminate or expand such methods, and also provide further instructions. Rabobank will give the client the opportunity to take cognisance of the foregoing, for example on the website or through an online service. Rabobank will in any event not give notice of the foregoing by or telephone Rabobank will determine the times at which a Rabobank 12

13 business day for agreeing to a payment order using an online service will end. Rabobank may change such times and set new times for the various payment orders and/or other acts relating to a payment order or payment transaction, which will be deemed to be the end of a business day for payment transactions and methods of issuing orders. Rabobank will notify the client thereof through (the regulations on the) website Rabobank may refuse to carry out a payment order if it is sent to Rabobank without a valid security code, or if any of the other requirements set forth above have not been met. Rabobank may also refuse a payment order for a reason stated in the terms and conditions applicable to the internet bank account Various online services will be subject to limits in respect of issuing payment orders. The client will find such limits in the limit sheet for corporate clients on the website. The client can also find, set and/or change some limits in RIB (Pro), RMB or Online Banking. Rabobank will at all times be authorised to change such limits and/or set new limits. It will inform the client thereof, either on the website or otherwise. Article 24 Concluding/amending an agreement using an online service 24.1 An agreement with Rabobank or a third party may also be concluded by or on behalf of the client using an online service according to a method permitted by Rabobank. Amendments to an existing agreement may also be made in this way. For example, the client may use a security code to sign an agreement offered by Rabobank online, or the client may agree online to new or amended (client) arrangements according to another method to be determined by Rabobank If the client and/or Rabobank place an electronic signature, such as an S code or signing code, the parties agree that such electronic signature will have the same legal effect as a written signature An agreement or amendment thereof will only take effect if and as soon as Rabobank has confirmed the conclusion thereof (electronically) to the client or its authorised person If the client may conclude agreements as an authorised person using an online service, the following provisions will apply. The client warrants vis-à-vis Rabobank that the principal agrees that the client may use an online service to conclude agreements. The client will be required to inform the principal completely, correctly and continuously about the prevailing terms and conditions for concluding agreements using an online service and of the agreements entered into (electronically) on behalf of the principal by the client Before acceptance of an agreement or an amendment thereto, the client will be required to save the (amended) agreement immediately, correctly and securely on a data carrier of the client s, such that: - the client can consult these documents at a later date; - these documents cannot be consulted by unauthorised persons The agreements entered into or to be entered into between the client and Rabobank using an online service will not be governed by Articles 227b (1) and 227c of Book 6 of the Dutch Civil Code. E. Other provisions Article 25 Fees 25.1 Rabobank will be authorised to charge the client for the provision of access to and/or the use of an online service, tool and/or card. Rabobank may also charge fees for legal and other acts performed and/or to be performed by the client using an online service Rabobank will at all times be authorised to change such fees. Rabobank will inform the client about this, for example via the website or Message Inbox. Article 26 Electronic and other information 26.1 Rabobank will be authorised to provide information to the client using exclusively electronic means. For example, Rabobank may use Message Inbox to send electronic information Rabobank will determine how long information will remain available in an online service. The client is to ensure that it can always consult the information provided by Rabobank through an online service, and which the client Rabobank 13

14 requires, by other means as well, for example by printing such information or saving it on its own permanent carrier Without prejudice to the client s obligations to check - for instance - (account) statements on the basis of other conditions applicable to products or other conditions that also apply between Rabobank and the client, the following provisions will apply to Message Inbox. The client must preferably check once a day whether there is electronic information available for it in Message Inbox. The client may also set an alert: in such event the client will receive an alert whenever new electronic information is available in Message Inbox. The client can find more information on alerts on the website. If the client does not use alerts, the client will be deemed in any event to check at least once a week (with a maximum period of seven days between two checks) whether electronic information is available in Message Inbox If the client has been able to establish that electronic information is available for it in Message Inbox, the client will be deemed to take note of such electronic information, and if necessary act on it, the same day If the client establishes or suspects that the information is incorrect or incomplete, the client will be required to notify the bank immediately Rabobank will have the right to: - provide all information relating to the client in the broadest sense, including but not limited to the master agreement, the account and the rights and securities attached, for example, thereto and at its disposal to all divisions of Rabobank Group for purposes of efficient operations. This also includes the acceptance policy at group level, compliance with statutory obligations, management of the relationship with the client, development and improvement of products and services, the provision of data for the purpose of performance of the agreement between the client and Rabobank, the provision of advice to the client and activities aimed at safeguarding the security and integrity of the financial sector; - process, or cause third parties to process, personal and other data of the client and details relating to payment orders abroad; - provide to a legal successor of Rabobank all personal and other data relating to the client in the broadest sense to which it has access For security reasons, Rabobank may retain historic and other data regarding the client s payment transactions and use of the internet, such as IP addresses, equipment, devices, software and sessions with our systems. Such data will be used in combination with the information already known about the client, for example, to improve the security of banking and to design the Rabobank products and services to be offered as effectively as possible. Rabobank reserves the right, subject to the law and if the need arises, to request from the client additional information, such as GPS information from devices and other mobile equipment. Rabobank may combine such additional information with the data already in Rabobank s possession. Article 27 Exclusion/limitation of liability 27.1 Without prejudice to the provisions of the General Banking Conditions, these general terms and conditions and the general or other terms and conditions applicable to an (internet) bank account or card, Rabobank and any third parties engaged by it will not be liable for damage, of any nature whatsoever, as a result of: a. an online service or app not being available fully or at all or not performing properly or at all; b. a legal or other act of the client using an online service not being performed on time or at all, unless this is attributable to Rabobank based on mandatory law; c. information and/or calculations that are incorrect, incomplete or not up to date; d. a delay and/or an inaccuracy in a statement - regardless of the cause - and any unauthorised access to, changes to and/or sending of a statement; e. a tool, app or device not performing properly or at all; f. services (including internet and/or telecommunications services) and/or equipment and/or software of the client and/or user and/or Rabobank not performing properly or at all; g. the unauthorised use of a security code and/or card and/or tool and/or device until such time as the bank has been notified thereof as described in article 6; Rabobank 14

15 h. any acts or omissions on the part of the client and/or user contrary to any provision of the master agreement and/ or these general terms and conditions and/or other terms and conditions that (also) apply to an online service; and/or i. the client and/or user failing, or failing completely or punctually, to follow the regulations and/or instructions from Rabobank Furthermore, Rabobank and the third parties engaged by it will not be liable in abnormal or unforeseen circumstances, for example, conditions that are beyond Rabobank s control, the consequences of which could not be prevented despite reasonable precautions. Such conditions will in any event include - even if occurring at a third party engaged by Rabobank - a threatening, actual or existing: a. international conflict; b. violent, terrorist or armed act or activity; c. measure of any domestic, foreign or international government; d. measure of any domestic, foreign or international regulatory or other authority; e. boycott action; f. labour unrest; g. disruption in the electricity supply, communication connections or equipment or software; h. natural disaster; i. fire; j. flooding; k. robbery, attack or raid; l. nuclear disaster; m. pandemic, or n. other force majeure situations. Furthermore, Rabobank and the third parties engaged by it will not be liable if they act in accordance with the statutory obligations If Rabobank and/or any third parties engaged by it is/ are liable to the client on the basis of laws and/or regulations, the master agreement and/or the general or other terms and conditions applicable to an online service, the liability on the part of Rabobank and/or such third parties will be limited. In such event, Rabobank and such third parties will only be liable to pay damages to the client by way of loss of interest to a maximum of two hundred and twenty-five euros (EUR 225) per event. Rabobank and such third parties will not be liable for any other direct or indirect damage. Article 28 Termination and suspension 28.1 Either the client or the bank may terminate all or part of the use of one or more online services or the master agreement. The client is to do so in writing. Both the client and the bank are to observe a one-month notice period. This notice period will not apply if the terminating party has good reasons for termination If the master agreement is terminated - regardless of the reason - all online services agreed in any way whatsoever will also be terminated automatically. The bank may derogate from the foregoing provision and will notify the client if this is the case If an online service is terminated, the client will no longer have access to the information that Rabobank provides or has provided to the client through an online service, for example the information in an online service or the inbox thereof. The client is responsible for taking measures in advance to ensure that it can always consult the information required by it in another way as well The bank may terminate all or part of the master agreement and/or an online service with immediate effect and without any notice of termination, notice of default or other formality being required: - in the event of bankruptcy, suspension of payments, guardianship order and/or death on the part of the client; - in the event of placement under administration and/or an administration order of and/or attachment of all or part of the client s assets; - if a statutory debt rescheduling arrangement is declared applicable to the client; - in the event of discontinuation and/or termination and/or transfer of all or a substantial part of the client s business; - if the client and/or the principal is a legal entity: in the event of dissolution, discontinuation, merger and/or demerger Rabobank 15

16 and/or loss of legal entity status on the part of the client; - if the client fails to perform, or acts contrary to, any provision of the master agreement and these general terms and conditions, and/or the terms and conditions applicable to an online service; - in the event of termination of an account of the client; and/ or - in the event of termination of the relationship between the bank and/or a Rabobank and the client, or any similar legal or other facts or circumstances under foreign or international law In the event of termination of all or part of the master agreement and/or an online service, either by notice or otherwise, Rabobank will have the right (but not the obligation) to refuse to continue to perform legal or other acts ordered by the client, for example scheduled payment orders After termination of all or part of the master agreement, the bank will settle such orders as soon as possible. To the extent necessary, the master agreement and these general terms and conditions will continue to apply. Article 29 Deactivating of blocking an online service, security code, tool, device or device registration 29.1 Rabobank will endeavour to make online services available. However, the client should take account of the fact that online services may not continually be available. As such, the client should take measures to prevent or limit the associated consequences. This is important, for example, if the client is to pay an amount to another party before a certain date. Furthermore, the client is to ensure that it can always consult the information provided by Rabobank through an online service, and which the client requires, by other means as well, for example by printing the information provided by Rabobank or saving it on its own permanent carrier Rabobank may at all times render all or part of an online service inoperable, for example for maintenance purposes or in the event of fraud or suspected fraud, or in the event of disruption in the equipment, software or infrastructure Rabobank may block a security code and/or a card and/or a device and/or a device registration (for the use of online services) if Rabobank deems this necessary. A block may be imposed, for example, for security purposes or because of unauthorised use, fraud or suspected fraud. Rabobank may also impose a block if it expects that the client, or the party or parties whose internet bank account the client may access using an online service, will not perform its payment or other obligations associated with such use Rabobank may refuse to implement a legal or other act performed by or on behalf of a client using an online service if compelling reasons or force majeure do not permit implementation of the relevant legal or other act Rabobank will inform the client, afterwards or otherwise, if any of the circumstances referred to in this article occur, through the website, Message Inbox, an online service, app, Random Reader, Rabo Scanner, , SMS or an ATM screen or otherwise. Rabobank will not be required to inform the client: - if it has a good reason not to do so, for example to prevent fraud, to protect the security or interests of other parties or if this is not allowed by law; - if the client or user blocks a card or online service by entering an incorrect security code three times; - if the consequences of the deactivation are or were minimal for one or more clients. Article 30 Other Rabobank The bank stipulates on behalf of each other Rabobank that the latter can and may irrevocably exercise all rights and powers as stated in the master agreement and the general and other terms and conditions that are or will be applicable to an online service or the master agreement, and that it can and may require performance of the obligations set forth therein. Furthermore, the bank may work together with another Rabobank in that context to make such further arrangements as the bank deems conducive or necessary. Article 31 Statement of non-applicability of laws and regulations The master agreement and these general terms and conditions will not be subject to Articles 516 to 519 inclusive, Rabobank 16

17 520 (1), 522 (2), second sentence, and (3), 527, 529 to 531 inclusive, 534, 543, 544 and 545 of Book 7 of the Dutch Civil Code, and the regulations based on Title III of the directive as referred to in Article 514 of Book 7 of the Dutch Civil Code. Article 32 Merger/assignment/demerger 32.1 In the event of a merger and/or demerger on the part of Rabobank/the bank, its legal successors may independently exercise all rights and powers vis-à-vis the client and perform all obligations vis-à-vis the client Rabobank/the bank may assign all or part of the legal relationship with the client and the associated rights, obligations and/or accessory rights to another party. The client hereby grants its consent to Rabobank/the bank in that respect by accepting these terms and conditions Any reference in the master agreement and these general or other terms and conditions to the bank will be deemed to include the bank s legal successors after a merger, demerger or assignment Any reference in the master agreement and these general or other terms and conditions to Rabobank will be deemed to include Rabobank s legal successors after a merger, demerger or assignment. the online service to which the addition, amendment and/ or replacement relates will be terminated as soon as possible thereafter, unless expressly indicated otherwise by the bank. Article 34 Short title The text of these General Terms and Conditions for Online Business Services of Rabobank 2014 was filed with the registry of the Central Netherlands District Court on 22 July 2014, under number 144/2014. Disclaimer This English translation, made by a professional translation agency, only serves the purpose of informing the reader of the contents of the Dutch deed and the general conditions. In case of any discrepancy or any dispute arising on the interpretation of the deed and the general conditions, the Dutch text shall be decisive. The legal relationship shall be governed by Dutch law. Rabobank Nederland Article 33 Amendment of the master agreement and terms and conditions 33.1 The bank will be authorised, electronically or otherwise, to make additions or amendments to all or part of these general terms and conditions and/or the conditions applicable to an online service, and/or to replace all or part of such terms and conditions It will inform the client, electronically or otherwise, at least thirty days before any such addition, amendment and/or replacement takes effect, or give the client the opportunity to take cognisance thereof If the client does not agree to any addition, amendment and/or replacement, the bank must have received written notice to that effect five days before the relevant addition, amendment and/or replacement is to take effect. In such event all or part of the master agreement and/or Rabobank 17