BANKING GENERAL CONDITIONS

Transcription

1 BANKING GENERAL CONDITIONS C Y P R U S

2 CONTENTS CLAUSE PAGE 1. Definitions 2 2. Governing Laws And Application Of The General Conditions 4 3. Contracts (Rights Of Third Parties) Act 1999 Exclusion 4 4. Mandate And Authorised Signatories 4 5. Accounts And Interest 5 6. Loan And Overdraft Accounts 5 7. Payment Services 5 8. Revocation 9 9. Refusal Of Instructions Unique Identifier Other Accounts And Services Cheques Currencies Negotiation And Collection Of Cheques Statements Non-issuance Of Statements Repayment Client Set-off Bank s Set-off And Lien Term, Termination And Closure Of Account Security Insurance Expenses, Fees And Charges Client s Warranty And Indemnity Compliance Action By The Bank Confidentiality And References Data Protection And Privacy Statement Demands And Notices Authority To Accept Telex, , Telephone Or Facsimile Instructions Legal Jurisdiction Competent Supervisory Authority Amendments Severance Application Of The General Conditions To Partnerships, Trusts And Associations Et Al Holdmail Service Bearer Shares Joint Accounts Waiver Force Majeure Corporate Information 19

3 These are the General Conditions which apply to individual and corporate accounts with the Bank, referred to in the completed Application Form requesting the Bank to open such an account. Upon the opening of that account, these General Conditions (as may be updated by the Bank from time to time in accordance with the terms and conditions herein) will govern the Client s relationship with the Bank as customer and banker and will together comprise the agreement between the Client and the Bank. This document should be read in conjunction with the specific terms of each service and any other specific terms of any service. Where there is a difference between the specific terms and the General Conditions then, save as expressly set out to the contrary, the specific terms will apply. 1. DEFINITIONS 1.1. In these conditions: Account means each of: (i) the account with the Bank opened by the Client pursuant to the Application Form and (ii) all other accounts which the Client may at any time have with the Bank, notwithstanding that further or other conditions may apply thereto, provided that in the event of conflict such further or other conditions shall prevail over these General Conditions; Application Form means, in respect of a Client that is an individual, the application to open an FBME Cyprus branch Personal/Joint Account form and, in respect of a Client that is a corporate entity, the Application to open an FBME Cyprus branch Corporate Account form, in each case as executed by the Client requesting the Bank to open an Account in the name of that Client; ATM means automatic teller machines at which a card issued to the Client by the Group will be accepted, which may be operated by the Group or a Third Party; Authorised Signatories means persons duly authorised to sign cheques and otherwise conduct and operate an Account for and on behalf of a Client in accordance with a Mandate duly completed; Bank means FBME Bank Ltd operating through its Cyprus branch as set out in Condition 40; Bank s Tariff means the Bank s announced tariff list of fees and charges as may be revised and updated at the Bank's discretion from time to time and as published on the Website or otherwise notified to the Client; Business Day means between 08:00 hours and 17:00 hours on any day on which banks in Cyprus are open for business; Client means a person or persons (whether legal or natural or otherwise) holding any Account with the Bank (and shall, when the context so requires, include person(s) requesting such an Account or other services from the Bank); Compliance Authority means the Central Bank of Cyprus and/or any other appropriate authority and/or regulatory body, Governmental, quasi Governmental and/or otherwise, charged with the task of overseeing the operations of the Bank; Consumer means a Client who is a natural person and who maintains and uses his Accounts for purposes other than his trade, business or profession; Cut-Off Time means the point in time during a Business Day, as published on the Website, after which a Payment Instruction received by the Bank on that Business Day shall be deemed to have been received on the Business Day immediately following the Business Day of actual receipt of the Payment Instruction; e-banking means the operation of an Account through the FBME Direct e-banking service via the Website and/or such successor or other system as the Bank may use or designate from time to time in accordance with and subject to the General Conditions and the Special Conditions as set out herein; Force Majeure means any delay, error, failure or interruption of performance due to any act of God, fire, natural disaster, strike, terrorism, war, insurrection, civil disturbance, riot, boycott, interruption of power supply or communications service, internet problems, epidemic or any other cause not within the reasonable control of the Bank; Group means the Bank and any subsidiaries of the Bank; Holdmail Service means the service offered by the Bank in connection with the operation of an Account whereby all communications to the Client are handled in accordance with the provisions of Condition 35; Mandate means, (i) in respect of a corporate Client, the section of the Application Form marked Authorised Signatories (or such other 2

4 mandate form as may be provided by the Bank from time to time) duly completed for and on behalf of a Client and granted by or with the authorisation of a resolution of the board of directors of the Client (or in the case of a company in liquidation, by a liquidator appointed in accordance with the applicable laws, or in respect of a company under a form of administration officially recognised by the law applicable to the company, or by the administrator) and deposited with the Bank, or by a valid and effective power of attorney notified to the Bank in such manner as the Bank may require; or, (ii) in the case of an individual Client or Clients in the case of a joint account, the section of the application form marked Signing authority (or such other mandate form as may be provided by the Bank from time to time) duly completed by a Client(s). In these General Conditions the term Mandate includes a power of attorney and in the case of e-banking, the authorisation in the e-banking Application (as defined in the e-banking Special Conditions) (whether virtual or physical), or otherwise as the Bank may permit relating to an Account; Micro-Enterprise means a business employing less than 10 (ten) persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2,000,000 (Euro two million), as may be amended from time to time by applicable law and regulation; Payee means the natural or legal person who is the holder of a Payment Services Account and is the intended recipient of monetary sums transferred to such Payment Services Account under a Payment Instruction relating to a Payment Service; Payment Instruction means any instruction by a Payee or Payor to a Payment Service Provider requesting execution of a Payment Service; "Payment Instrument" means the procedures, processes, devices and media put in place by the Bank with which the Client must comply in order to instruct the Bank in respect of a Payment Service; Payor means the natural or legal person who is the holder of a Payment Services Account and issues an order for, or allows the execution of, a Payment Service in relation to the Payment Services Account; Payment Services means, subject to the applicable provisions of the Payment Services Law as amended from time to time, any one or more of the activities the scope of which is set out in Condition 7.1 of the General Conditions; Payment Services Account means an account, whether operated by the Bank or otherwise, used for the execution of Payment Services, and references to Payment Services Account shall be deemed to include references to Account where such an Account will be used for the execution of Payment Services; Payment Services Law means the Law Regulating Payment Services and Other Related Matters no 128 (I) of 2009 enacted by the Republic of Cyprus, as amended from time to time; Payment Service Provider means bodies referenced in Paragraph (2) of Article 4 of the Payment Services Law, as amended from time to time; Security Device means any security device and attendant protocols and procedures including, without limitation, security tokens which the Client is either required, or may elect, to use for certain functions and transactions with or via the Bank, as determined at the sole discretion of the Bank and notified to the Client from time to time; Special Conditions means special terms and conditions in relation to other Bank services or products that apply in addition to the General Conditions in relation to the conduct of Accounts including, without limitation, the special terms and conditions for e-banking as set out herein; Statement means any written communication from the Bank to the Client regarding the financial status and transaction history of the Client s Account (and for the purposes of these General Conditions shall not include oral or electronically transmitted communications); Third Party means any person who is neither the Client nor the Group; Unique Identifier means, in relation to Payment Instructions, a combination of letters, numbers or symbols specified to the user of a Payment Service by the Payment Service Provider and to be utilised by the user of a Payment Service to identify unambiguously the counterpart to such Payment Service and/or the user s Payment Services Account and in relation to an account that is not a Payment Services Account shall be construed, solely for the purposes of defining account identification information, as if the account, the provider(s) of services and the services were a Payment Services Account, a Payment Service Provider and a Payment Service respectively, as the context permits; Website means the internet website of the Bank (including as used for the delivery of the e- Banking Service (as defined in the e-banking Special Conditions)), being and/or such successor or other website as the Bank may use or designate from time to time in accordance with and subject to the General Conditions and the e-banking Special Conditions as set out herein The headings in these General Conditions are for convenience only and shall not affect the interpretation of these General Conditions Unless the context otherwise requires, the singular includes the plural and vice versa and the male includes the female; where there is 3

5 more than one person included in the expression the Client all the obligations of the Client are joint and several. 2. GOVERNING LAWS AND APPLICATION OF THE GENERAL CONDITIONS These General Conditions, the relationship between the Bank and the Client and all non-contractual obligations arising in any way whatsoever out of or in connection with these General Conditions, shall be governed by, construed and take effect in accordance with English Law; they are, and it is, further subject to applicable consumer protection, exchange control, fiscal, money laundering and central banking laws and regulations of the Republic of Cyprus and the European Union, however, the Bank may, at its sole discretion, choose to have the General Conditions governed by the laws of the Republic of Cyprus. In such cases an Addendum will be executed stating the change of the governing law and shall form an integral part of the General Conditions. These General Conditions are not exhaustive or exclusive; in particular, there may be further specific terms and conditions applicable to e-banking, special accounts, overdrafts, payment cards, lending agreements and other services provided by or arrangements made with the Bank as may, from time to time, be agreed between the Bank and the Client. Documentary Credits shall not only be subject to the conditions applying on issue, but also to the Uniform Customs and Practice for Documentary Credits issued by the Council of the International Chamber of Commerce. Copies of the additional conditions applicable to particular services are available upon request and will apply thereto in any event. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 EXCLUSION Neither these General Conditions nor any Special Conditions shall confer any benefits on any Third Parties. No Third Party may enforce any term of these General Conditions or of any Special Conditions or of any provision contained in any document issued under these conditions. The Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded from these conditions or any other document issued pursuant thereto subject to the provisions of these conditions. 4. MANDATE AND AUTHORISED SIGNATORIES All cheques, instructions and orders in relation to the conduct on an Account must be signed by Authorised Signatories of the Client. The Bank shall not be required or bound to honour any cheque, instruction or order in relation to an Account that is not signed or issued by an Authorised Signatory. In particular, irrespective of any innate legal authority to conduct an Account that a director of a Client may have in accordance with the laws of incorporation of a Client that is a company, if such director is not an Authorised Signatory, the Bank shall not be bound to follow the instructions or orders of such director in respect of the conduct of an Account. An Account opened with the Bank by an administrative receiver (or equivalent) of a Client shall be treated for the purposes of these General Conditions as an Account opened by the Client and the Bank will recognise signatories authorised by such receiver. In all cases where a person claims the right to represent or stand in the shoes of a Client, whether they be a liquidator, administrator, receiver, attorney, or any person appointed by a Court having jurisdiction over the Client, such claim must be supported by such authenticated documentation as the Bank may require in the circumstances of the particular case. Any change of Mandate must be by completion of a fresh Mandate, in a form provided by the Bank to the Client, and shall not be effective until such new Mandate has been received and accepted by the Bank. In the case of e-banking, orders to the Bank must be given by such person or persons who shall be the Account User(s) (as defined in the e-banking Special Conditions) and in accordance with the Special Conditions applicable to e-banking. The Client agrees that the Bank may act on all orders or instructions issued by an Authorised Signatory pursuant to such Mandate as may have been received by the Bank. The Bank shall not execute a transaction debiting an Account unless the Client has given prior consent to such transaction in accordance with the Mandate, save where: (d) such execution is required pursuant to and in accordance with applicable law and regulation; or such execution is in respect of the Bank s fees and charges; or such execution is in accordance with Condition 19; or such execution is deemed necessary by the Bank to reverse a previous transaction that has been credited to the Client s Account as an overpayment in error, or if the Bank, in good faith, considers the transaction to be the proceeds of crime, fraud or material misrepresentation on the part of the Client or a Third Party. The Client agrees that where insufficient funds are available on an Account or Accounts to allow for execution of a transaction contemplated under Condition 4.7, then the Bank may treat the debit balance as an unauthorised overdraft in accordance with Condition

6 4.9. Where the Bank exercises its rights under Condition 4.7 (d), the Client hereby: waives all and any rights of claim whatsoever arising from exercise by the Bank of its rights under Condition 4.7 (d); and waives all and any defences whatsoever to exercise by the Bank of its rights under Condition 4.7 (d); and indemnifies the Bank in full against all and any claims whatsoever arising from exercise by the Bank of its rights under Condition 4.7 (d). 5. ACCOUNTS AND INTEREST Debit balances in excess of the available funds on Accounts are not permitted without prior agreement of the Bank permitting an overdraft, and shall carry interest at the rate applicable to unplanned or unauthorised overdrafts from time to time or such other rate as may have been agreed between the Bank and the Client. In addition, a fee may be payable by the Client in respect of the incurrence of an unplanned or unauthorised overdraft, as set out in the Bank's Tariff. A Client may request that the Bank grant a permitted overdraft in respect of an Account in accordance with Condition 6. If a Client attempts to withdraw funds or make payments out of an Account of an amount in excess of the cleared credit balance on such Account plus the amount of any permitted overdraft (the available funds ) the Bank shall treat this as a request for an unplanned overdraft or for an increase in any existing overdraft if the Client already has one and will consider whether to agree to the Client request taking into account the individual circumstances of the Client. The Bank will not be liable to a Client if it does not agree to grant an unplanned overdraft or increase an overdraft. The Bank shall be under no obligation to grant any unplanned overdraft and if a request for such an unplanned overdraft is declined when insufficient available funds are standing to the balance of an Account to make a payment, the Client shall not be able to make such payment from the Account. The Bank will not be liable for any consequential refusal by it to honour standing orders and/or any other form of payment in the event that there are insufficient approved funds in the Account. Interest accrued and due from the Client in respect of any permitted or unplanned overdraft may be debited by the Bank to any Account of the Client. Interest shall accrue and be charged on the amount due from the Client on the Account in question on a daily basis, computed on a 360-day (365 day year for GBP, and otherwise as may be customary in banking practice for the currencies) year and may be debited to the Account at the end of each calendar month. Such rate of interest will normally be expressed as an annual percentage above the Bank s base rate for the relevant currency from time to time (or as otherwise may be agreed in writing between the Bank and the Client) and the Client shall be bound by such changes in base rates as may from time to time be made by the Bank for the generality of its customers. The interest rate payable by a Client in respect of an overdraft shall depend on whether or not it is a planned permitted overdraft or an unplanned overdraft and shall carry interest at the applicable rate and as notified to the Client from time to time. In addition, the Bank will make charges for the operation of the Account in accordance with its standard practice from time to time as set out in the Bank s Tariff. In the event the Bank elects to pay interest on credit balances held on an Account, then it may make such payments at its announced rates applicable to the generality of its customers at the relevant times. Interest accruing shall be credited to the Account at the end of each month. The Bank may set, or agree to set, maximum transaction limits in respect of Accounts and/or in respect of methods of instruction and /or authentication and/or Payment Instruments and such transaction limits may be structured in accordance to transaction value and/or transaction volume and/or time period and/or transaction type or by any other such metric as the Bank, at its sole discretion, shall decide. LOAN AND OVERDRAFT ACCOUNTS Subject to the provisions of Condition 6.2 below, the particular terms and conditions applicable to any loan or overdraft will be the subject of a Facility Letter issued by the Bank for acceptance by the Client before or at the time the relevant loan or overdraft account is opened In the event that the Bank does not require and/or request a Facility Letter to be issued for the provision of any facility, then the standard form agreement conditions between the Bank and the Client shall apply. PAYMENT SERVICES The following terms of this Condition 7 apply to Payment Services where: 5

7 the Payment Service is provided in Euro or in the currency of a member state of the European Union or European Economic Area other than Euro as provided for under the Payment Services Law, or such other currency as may be provided for under the Payment Services Law as amended from time to time or by laws of the European Union having direct effect; and both Payment Service Providers or the common Payment Service Provider of the Payor and Payee are established in a member state of the European Union or European Economic Area as provided for under the Payment Services Law or such other state as may be provided for under the Payment Services Law as amended from time to time, or by laws of the European Union having direct effect; and The Payment Service comprises one or more of the following business actions: (i) (ii) (iii) (iv) deposits to and withdrawals from a Payment Services Account; remittance or transfer to or from a Payment Services Account (including remittance or transfer for standing orders); execution of Payment Instructions; any other actions defined as payment services under the Payment Services Law. (d) For the avoidance of ambiguity, Payment Services do not include the following: (i) (ii) (iii) actions relating to loan accounts; actions relating to fixed term deposit accounts and notice accounts; actions that do not come under the ambit of the definition of payment services under the Payment Services Law Subject to the Mandate, these General Conditions, relevant Special Conditions and availability of functionality, the Client may use the following means to communicate instructions in relation to provision of a Payment Service: (d) (e) (f) (g) by electronic means, including e-banking, provided the specific terms for this have been agreed between the Bank and the Client under relevant Special Conditions; by facsimile communication; by telephone; by written instruction; by personal visit (by prearranged appointment); by use of ATMs of the Group, or by the use of a credit, debit, charge, or pre-paid card issued by the Group provided always that the specific terms for this have been agreed between the relevant Group entity and the Client under relevant Special Conditions; by the use of any other medium that the Bank may agree the use of by Clients, from time to time, subject to the terms of any Special Conditions relating to the use of such medium Time of Receipt of a Payment Instruction Without prejudice to Condition 29.13, the time of receipt of a Payment Instruction from the Client will be considered the time of receipt by the Bank except where the time of receipt is after the Cut-Off Time for the type of transaction to which the Payment Instruction relates, in which case the time of receipt shall be the Business Day immediately following the Business Day of actual receipt of the Payment Instruction. If the Client requests and the Bank agrees that the execution of the Payment Instruction will start on a specific day or at the end of a specific period, then the point of time of receipt is deemed to be the time requested by the Client. If the point of time of receipt is not within a Business Day then the Payment Instruction is deemed to be received on the following Business Day Execution Times Where the Bank acts as the Payment Services Provider to the Payor and in the event that the Payment Services Account of the Payee is held with a Payment Services Provider located in a member state of the European Union or the European Economic Area, then: (i) (ii) (iii) until 31 December 2011 and as long as the payment is made in Euro by debiting a Payment Services Account held in Euro and operated by the Bank, the crediting of the account of the Payment Services Provider of the Payee will be effected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank if the Payment Instruction was provided in writing and within 3 (three) Business Days from receipt if provided by any other agreed medium; from 1 January 2012 and as long as the payment is made in Euro by debiting a Payment Services Account held in Euro and operated by the Bank, the crediting of the account of the Payment Services Provider of the Payee will be effected within 2 (two) Business Days of receipt of the Payment Instruction by the Bank if the Payment Instruction was provided in writing and by the following Business Day from receipt if provided by any other agreed medium; where the payment is made in a currency, other than the Euro, of a European Union or European Economic Area member state and debits a Payment Services Account operated by the Bank and held in the same currency as the 26

8 (iv) payment, then the crediting of the account of the Payment Services Provider of the Payee will be effected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank; where the payment is made in a currency, other than the Euro, of a European Union or European Economic Area member state and debits a Payment Services Account operated by the Bank and held in Euro, then the crediting of the account of the Payment Services Provider of the Payee will be effected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank; (d) Where the Bank acts as the Payment Services Provider to the Payee and the Payment Services Account of the Payor is held with a Payment Services Provider located in a member state of the European Union or the European Economic Area and where the payment is made in Euro or another currency of a European Union or European Economic Area member state, then the Payment Services Account of the Payee shall be credited and made available on the same Business Day that the sums remitted are received by the Bank if prior to the Cut-Off Times for the relevant transaction type, or by the Business Day immediately following the Business Day of actual receipt of the Payment Instruction if received after the Cut-Off Times for the relevant transaction type. The timeframes above do not apply where the payment is made in a currency other the Euro or the currency of a European Union or European Economic Area member state or where the Payment Services Provider of the Payee is located in a country which is not a member state of the European Union or European Economic Area and in this instance the applicable execution timeframe for the transaction will be such timeframe as is notified to the Client by the Bank; The timeframes above do not apply where there is an error in the Unique Identifier provided to the Bank Revocation A Payor who is a Client that is either a Consumer or a Micro-Enterprise may revoke: (i) (ii) (iii) (iv) a Payment Instruction for a series of payments, in respect of future payments authorised under that Payment Instruction only; a Payment Instruction for a specific future date; a Payment Instruction for the end of a specific period; a Payment Instruction to be executed when funds are made available in the Account. Provided that the instruction to revoke a Payment Instruction is made in accordance with the Mandate and is made prior to the end of the Business Day on which payment is agreed to be made in accordance with the Payment Instruction. After the time limits set out above, a Payment Instruction may only be revoked by agreement between the Bank and the Client and the Bank is entitled to levy charges for such revocation as set out in the Bank s Tariff Liability Condition 29.6 shall apply to all transactions save for where the Bank is acting as a Payment Service Provider to a Client that is either a Consumer or Micro-enterprise and where the Payment Services Law applies, in which case the following shall apply: (d) (e) the Client may request reimbursement of a transaction incorrectly executed or made from an Account without the authorisation of the Client provided that the Client notifies the Bank within a reasonable period of time and, in any event, no later than 13 (thirteen) months from the date of debit or credit; where there is an incorrectly executed transaction made by the Bank from the Account of the Client, then subject to Conditions 7.6, 7.6 (g) and 7.8, the Bank shall reimburse the Client on request by crediting the Account with the full amount debited from the Account in error; where the Bank has received funds for payment to the Client as a Payee but has failed to correctly execute the transaction, then, subject to Conditions 7.6, 7.6 (g) and 7.8, the Bank shall credit the Account of the Client on request with the full amount of such funds as were received by the Bank for credit to the Account of the Client but were not credited to the Account of the Client; where the Client s Account is debited without the authorisation of the Client, then, subject to Conditions 7.6, 7.6 (e), 7.6 (f), 7.6 (g) and 7.8, the Bank shall, without undue delay, refund to the Client the amount wrongly debited and shall restore the Account to the state it would have been in had the unauthorised debit not occurred, including the credit of any charges or expenses levied for execution of the unauthorised transaction. provided always that the Bank and the Client may agree a lower liability limit, the Client shall be liable for losses up to and including an amount of 150 (Euro One Hundred and Fifty) resulting from an unauthorised transaction where the following conditions are satisfied: (i) the loss results from a lost or stolen Payment Instrument or where passwords or other security information or Security Devices were stolen or misused by a Third Party; and 7

9 (ii) (iii) the Bank provided means for notification of the loss, theft, appropriation or misuse of the Payment Instrument; and the loss results from the use of the Payment Instrument up until the time the Client notified the Bank of the loss, theft, appropriation or misuse of the Payment Instrument. (f) Where the Bank provided means for notification of the loss, theft, appropriation, or misuse of the Payment Instrument and the loss results from the use of the Payment Instrument up until the time the Client notified the Bank of the loss, theft, appropriation, or misuse of the Payment Instrument, then the Client shall bear the full burden of any losses resulting from unauthorised transactions in the following circumstances: (i) (ii) the loss results from the wilful or grossly negligent breach by the Client of their obligations to keep secure all codes and identifiers; and/or the loss results from the wilful or grossly negligent breach by the Client of the terms and conditions relating to use of the Payment Instrument; (g) (h) (i) (j) the Client is liable for all loss or damage resulting from transactions where the Client has acted fraudulently; where the Client is neither a Consumer nor a Micro-enterprise then the Bank is entitled to treat correct use of a Payment Instrument as proof that the transaction was duly authorised by the Client; irrespective of liability on the part of the Bank, the Bank shall take all reasonable measures immediately on request to track and identify incorrectly executed transactions and shall inform the Client accordingly; The Bank shall bear no liability for the reimbursement of payments that are made through an electronic money medium, within the meaning of section 2 of the Electronic Money Institution s Law No. 86(I) of 2004, as amended from time to time, where: (i) (ii) the medium stores funds less than or up to 1,000 (Euro One Thousand); and the Bank does not have the facility to levy charges on the payment medium or the account with which the electronic money medium is associated Information and Notifications The Bank shall make available to the Client the transactional information and notifications required by the Payment Services Law. The information that the Bank is obligated to provide or render accessible to the Client shall be provided by any one of the following means: (i) (ii) (iii) (iv) (v) (vi) (vii) in writing through the mailing of a printed monthly statement of account; through copies of transaction statements; electronically through the Bank s e-banking service; in accordance with the provisions relating to the Bank s Holdmail Service; through any ATM of the Group; orally or in writing to any branch of the Bank; through electronic mail ( ) or facsimile communication with the Bank. (d) (e) (f) The Bank shall levy charges for information in accordance with the Payment Services Law in respect of Consumers and Micro-enterprises and in accordance with the Bank s Tariff and applicable Special Conditions. The Bank reserves the right to agree charges for information on a case-by-case basis in respect of Clients that are not Consumers or Micro-enterprises. The Bank reserves the right to charge for additional copies of Statements and for Holdmail Services in accordance with the Bank s Tariff. Where the Client is a Consumer or Micro-enterprise that elects to receive Holdmail Services, the Client agrees that such services are sufficient means of communication and notification for the purposes of the Payment Services Law. The Client is entitled, on request, to receive additional copies of these General Conditions, applicable Special Conditions, the Mandate and the Bank s Tariff. Copies of the General Conditions, Special Conditions and the Bank s Tariff are available on the Bank s Website Consumers and Micro-enterprises The Payment Services Law sets out specific provisions relating to Consumers and Micro-enterprises. Where a Client does not qualify as a Consumer or Micro-enterprise for the purposes of the Payment Services Law then the Client agrees the following: (i) (ii) To the fullest extent that is permitted by law, the Client agrees that the provisions of the Payment Services Law (where applicable) shall not apply to the Client or other parties acting on its behalf. If, at the date of these General Conditions, it is not permitted by law for the Client to agree to the matters set out in 28

10 Condition 7.8 (i) above but subsequently such agreement does become permitted by law (whether because the Client ceases to be a Consumer or Micro-enterprise or otherwise), then the Client agrees that its agreement to the matters set out in Condition 7.8 (i) above shall take effect from such subsequent date Use of Payment Instrument The Client agrees to adhere to the provisions relating to use of Payment instruments as set out in these General Conditions, the Specal Conditions (where applicable), the Bank s Tariff and the Mandate. 8. REVOCATION An instruction made by a Client to effect any transaction (whether a Payment Service or otherwise) including, without limitation, a series of future transactions, may only be revoked by the Client once received by the Bank at the sole discretion of the Bank, save where Condition 7.5 applies REFUSAL OF INSTRUCTIONS The Bank may refuse an instruction (whether a Payment Instruction or otherwise) where the conditions set out in these General Conditions or relevant supplementary agreements are not met, or where the instruction is not in accordance with the Mandate, or where there are insufficient funds in the relevant Account, or where the relevant Account or Payment Instrument is blocked or in excess of its limit, or for the prevention of fraud, or where the Bank has not reasonably ascertained that execution of the instruction is in compliance with applicable relevant laws and regulations. Where permissible under applicable relevant laws and regulations, the Bank will notify the Client of the refusal to execute an instruction. The Bank is entitled to charge the Client for the notification of refusal and applicable charges are set out in the Bank s Tariff. Where execution of an instruction (whether a Payment Instruction or otherwise) is refused, it is deemed that the instruction has not been received by the Bank for the purposes of the Payment Services Law or any other applicable calculation of execution time. UNIQUE IDENTIFIER The Client shall use the appropriate relevant Unique Identifier when providing instructions to the Bank in accordance with the guidance issued by the Bank from time to time. If a transaction is executed in accordance with the Unique Identifier, then the transaction shall be deemed to have been executed correctly with regard to the party specified by the Unique Identifier. The Bank shall not be liable under Conditions 7.4 or 7.6, 7.6 or 7.6 for non-execution or wrongful execution of a transaction executed in accordance with the Unique Identifier and the Bank is entitled to levy reasonable charges and expenses commensurate to the cost of complying with the Bank s obligation under Condition 7.6 (i). Notwithstanding any collateral information provided with the Unique Identifier, the Bank is entitled, but not obliged, to rely solely on the Unique Identifier to identify the relevant party or parties to the transaction. OTHER ACCOUNTS AND SERVICES The particular terms and conditions applicable to Card, Deposit, Personal Loan and other special purpose accounts and services shall be as published from time to time by the Bank and/or as disclosed on the Website and/or as may be agreed between the Bank and the Client. 12. CHEQUES The Bank will not normally issue cheques books and shall not be obliged to do so, but in the event that cheques are provided to a Client it will not honour cheques otherwise than in forms issued and/or approved by it. It is the responsibility of the Client to ensure the security and proper use of cheques issued to or held by the Client. The Bank will not be liable for any loss arising from or in connection with the loss, theft or misuse by any Third Party of any cheques. The Client should immediately notify the Bank in writing concerning the loss or theft of any cheques. The Bank will not be liable for any consequential refusal by it to honour such cheques. 9

11 CURRENCIES An Account will normally be denominated in a single currency (multi currency facilities also being available either subject to a Facility Letter and/or by way of overdraft). The limit of any loan and/or overdraft facility made available in respect of an Account will be expressed in the currency in which that Account is denominated. Cheques may not be drawn on an Account in currencies other than that in which the Account is denominated without the prior consent of the Bank and at a rate of exchange to be determined by the Bank upon presentation for payment. In the absence of other instructions, a payment received by the Bank in a currency other than that in which the destination Account is denominated will be placed in an Account denominated in the currency of the payment (if necessary a new account) unless the currency received is one in which the Bank, in its absolute discretion, does not wish to maintain an Account. If the currency received is acceptable to the Bank and the Client wishes to credit the payment to an Account in a different currency, then all foreign exchange charges and costs including the Bank s commission (as set out in the Bank s Tariff) shall be for the Client s account. If the currency received is unacceptable then the Bank may, at its option, return the payment. Where a Client is neither a Consumer nor a Micro-Enterprise then the Bank is entitled to exercise its sole discretion in selecting the currency with which to effect a transaction. NEGOTIATION AND COLLECTION OF CHEQUES Where a Client submits a cheque or draft for negotiation and/or collection and the Bank agrees to do so, such agreement will be on the basis that the Client shall be deemed to have: confirmed and warranted that it has good title thereto and that Condition 24.2 applies as if the Client was crediting transferred funds to the relevant Account; agreed to indemnify the Bank against all liabilities, claims, losses, costs, expenses including exchange rate fluctuations and agents charges which may be imposed upon, asserted against or incurred by the Bank in any way relating to or arising out of the negotiation and/or collection of cheques on the Client s behalf; and authorised the Bank to debit the Client s Account, in the event that any cheque is subsequently returned unpaid, with the amount credited to its account plus any losses, costs, expenses or charges which the Bank may have incurred. 15. STATEMENTS Subject to Condition 7.6 above and to Condition 16 below and to the Holdmail Service, where relevant (in accordance with Condition 35 below), the Bank will supply periodic Statements to the Client and/or as the Client may direct. The Client shall be deemed to receive such Statements on delivery to, or within 15 (fifteen) days after posting by ordinary mail to the Client, any Authorised Signatory or any person directed or apparently authorised by Authorised Signatories to receive such Statements, unless the Client delivers a complaint in writing to the Bank of non-receipt within 30 (thirty) days after the relevant periodic date upon which such Statements are normally dispatched or agreed to be dispatched by the Bank. The Client shall be responsible for checking all such Statements and all entries therein whether debits, credits, balances or otherwise and details thereof. Save where Condition 7.6 applies then, unless the Client delivers a complaint in writing to the Bank disputing or questioning any entries therein within 15 (fifteen) days after receipt, or deemed receipt, by the Client of the Statement, such Statement shall be conclusively deemed to be confirmed and agreed by the Client. The Client will also be asked by the Bank periodically to agree and sign an acknowledgement of balances, and signature thereof by or on behalf of the Client shall be confirmation that all preceding entries in Accounts of the Client are correct and that the position as between the Bank and the Client as at the date when such acknowledgement was prepared by the Bank is as stated therein NON-ISSUANCE OF STATEMENTS Notwithstanding the e-banking services offered to the Client by the Bank through e-banking the Client may instruct the Bank to refrain from issuing and sending to the Client any Statements regarding the Account. This authority shall be subject to the following conditions: the Bank s General Conditions and any Mandate held by the Bank for the time being shall not apply regarding the issuance and sending by the Bank to the Client of Statements and according to the Client s instructions the Client shall not be entitled to receive any Statements; the Client shall be responsible for checking the operation of the Account through e-banking including all entries therein, whether debits, credits, balances or otherwise and details thereof and unless the Client delivers a complaint in writing to the Bank disputing or questioning any entries within 15 (fifteen) days after the date of any such entries, such entries shall be deemed as confirmed by the Client. In the event that the Client wishes that the Bank issues for the Client Statements for a specific period and/or transactions: 210

12 the Client shall instruct the Bank in writing, specifying for which periods the Client wants the Statements and the Bank shall be given a period of at least 15 (fifteen) days to comply with this request; the Statements shall be mailed by the Bank to the address listed in the Account opening documentation of the Bank unless otherwise specified by the Client in writing; the Bank s General Conditions on Statements shall apply The Bank shall not be held responsible for, and hereby excludes all liability in respect of, any losses, claims, expenses, costs and damages whatsoever that the Client may suffer or incur whether directly or indirectly as a result of the non-receipt by the Client of his Statements upon the Client s instructions. The Client shall be entitled to terminate the arrangements for the non-issuance of Statements at any time upon written notice to the Bank. In the event of termination as specified in Condition 16.4 above, the Client shall be entitled to receive Statements from the Bank in accordance with the Bank s General Conditions and the Mandate agreed between the Bank and the Client. REPAYMENT All debit balances on Accounts are repayable on demand, including any unauthorised or unplanned overdraft and whether or not subject to periodic review, whether or not resulting from advances made for an unconcluded purpose or otherwise under a facility referable to a purpose or period and whether or not the Client has provided security. Loans, other than by way of overdraft on an Account, are repayable in accordance with the provisions of the Facility Letter applicable thereto. Default in repayment of any sum due to the Bank shall result in all other indebtedness and liabilities of the Client to the Bank becoming immediately due and payable and the Bank shall then cease to be liable to make further advances or have any further commitment to the Client. The books of the Bank shall be conclusive evidence as to the state of indebtedness and liabilities of the Client to the Bank at any time. 18. CLIENT SET-OFF In any case where the Client has more than one Account, the Client shall not be entitled without the prior consent of the Bank to draw on one Account in excess of the credit balance or permitted limit thereof by reference to any undrawn balances or non-utilisation of limits on other Accounts, nor otherwise without such consent to combine or set-off balances on separate Accounts. This is particularly important among Accounts denominated in different currencies. In the case of any combination or set-off permitted by the Bank resulting in the need for currency conversion such conversion shall be effected at such rate as may be determined by the Bank. 19. BANK S SET-OFF AND LIEN Without prior notice to the Client, the Bank shall have the right, at any time, to combine or set-off balances on separate Accounts of the Client. The Bank shall further be entitled to set-off against any credit balance of the Client any other liability of the Client to the Bank, present, future, actual or contingent including, without limitation, fees, charges, default interest and legal fees and expenses (whether under any guarantee or counter-indemnity or otherwise). The Bank shall also have a lien on all securities or other property of the Client from time to time held by the Bank, whether for safe custody or otherwise. In the case of any exercise by the Bank of its rights of combination, set-off or lien resulting in the need for currency conversion, such conversion shall be effected at such rate as may be determined by the Bank. The Client agrees that nothing in the arrangements between the Bank and the Client shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set-off or other right that the Bank may have expressly or by law TERM, TERMINATION AND CLOSURE OF ACCOUNT Subject to these General Conditions and any relevant Special Conditions, this agreement is for an unlimited term. Subject to the provisions of Condition 20.3 below, the Client agrees that the Bank may close any Account at any time by giving 5 (five) Business Days notice in writing to the Client at his given address for correspondence or such other address for such purpose from time to time notified by the Client in writing to the Bank as per Condition Subject to any relevant law or regulation to the contrary, where a Client is both a Consumer or Micro-Enterprise and where the Account is a Payment Account maintained in Euro or another currency of the European Union or the European Economic Area the Bank shall give the Client 2 (two) months notice of termination of the agreement in respect of the Account(s). The Client may terminate this agreement by providing the Bank with 5 (five) Business Days notice in writing. Where the Client is either a Consumer or Micro-enterprise and this agreement has been in force for at least 12 (twelve) months prior to termination by the Client, or where Condition 20.7 applies, then, without prejudice to Condition 20.5 below, no additional charge shall be levied by the Bank for such termination. In all other instances the Bank shall levy charges in respect of termination as set out from time to time in the Bank s Tariff. 11

13 Balances standing to the credit of a closed Account immediately prior to closure shall, subject to the Bank s rights under Condition 23 to payment of fees (in accordance with the Bank's Tariff) and of set-off and lien under Condition 19, be sent by ordinary mail to the Client as a draft, except in the case of a Client receiving the Holdmail Service, when such funds shall be retained by the Bank at the disposition of the Client. Any debit balance existing on an Account immediately prior to closure (including pursuant to any unauthorised overdraft) shall forthwith be paid by the Client to the Bank and the closure of the Account shall not in any way relieve or release the Client from its liability to the Bank to pay any such debit balance. Where the Client is either a Consumer or Micro-enterprise that has given notice of termination and in the event that charges relating to Payment Services have been levied in advance, then such charges shall be calculated pro-rata to the date of termination and, where applicable, the Bank shall refund such portion of those charges paid in advance that apply to the post termination period. For the avoidance of doubt, the provisions of this Condition 20.6 are without prejudice to the right of the Bank to levy a charge in respect of termination as set out in Condition Where the Client is either a Consumer or Micro-enterprise and the Bank has given due notice of an amendment to these General Conditions under Condition 32.1, then the Client may terminate this agreement without charge and with immediate effect at any time during the 2 (two) months notice period and in the event that the Client does not provide notice of termination during the 2 (two) months notice period then the Bank is entitled, at its sole discretion, to deem that the Client has agreed to the amendments to the General Conditions. SECURITY The Bank may, at any time, require the provision of security as a condition of the grant or continuation of any loan facilities or overdraft, whether or not indebtedness or other liabilities under such loan facilities or overdraft has become due. The sufficiency of any security offered or provided shall be determined by the Bank in its absolute discretion. 22. INSURANCE Goods and property of the Client from time to time deposited with or otherwise in the possession of the Bank shall be insured against all risks by the Client with insurers approved by the Bank, unless the Bank and the Client agree in writing to the contrary, and satisfactory evidence thereof produced to the Bank upon request, failing which the Bank may (but shall not be bound to) insure at the expense of the Client. The Bank shall not be liable for insuring, nor for any failure to insure, nor for insurable risks EXPENSES, FEES AND CHARGES Costs and expenses incurred by the Bank in connection with any application for or conduct of an Account or other services for a Client, whether before or after any Account is opened or services provided, are to be paid by the Client to the Bank on demand on a full indemnity basis, or may (at the option of the Bank) be debited by the Bank to any Account of the Client. The Client shall pay the Bank such charges as are set out in the Bank s Tariff from time to time. The Bank shall have the authority to debit such charges to any Account that the Client may have with the Bank without prior reference to the Client. The Bank s current interest rates, charges (such as monthly account charges, charges for certain card payments and overdraft request, arrangement, renewal and usage charges) and charging dates are as set out in the Bank s Tariff and on the Website. A Client may also be informed of them by contacting the Bank in writing. Subject to Condition 32, the Bank may change its interest rates, charges and charging dates at its discretion at any time. CLIENT S WARRANTY AND INDEMNITY The Client covenants that it will observe and perform all assurances and/or undertakings given to the Bank regarding the conduct and use to be made of the Account. The Client warrants that: all information supplied to the Bank on opening an Account, in response to any enquiry made by the Bank or otherwise in the course, or for the purposes, of any banking transaction, is true and complete and shall, during the whole of such time as the Account remains open, remain true and complete in all relevant respects. The Client shall promptly advise the Bank of any material change in any of the information supplied to the Bank; all funds received by the Bank to be credited to the Account have a proper and lawful origin and that the receipt by the Bank of any such funds and/or any onward transmission or use of such funds will not cause the Bank or any of its officers to be in breach of any applicable law or regulation. 212