Corporate Banking Deposit Accounts - Terms and Conditions. 30 November 2016

Transcription

1 Corporate Banking Deposit Acconts - Terms and Conditions 30 November 2016

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3 Contents Page No. 1. Definitions for expressions sed in this docment 4 2. Accont Opening 6 3. Joint Acconts 6 4. Partnership Acconts 7 5. Trst Acconts 7 6. Athorised Signatories 7 7. Deposits 7 8. Withdrawals 8 9. Telegraphic Transfers Operation of Acconts Generally Accont with Cheqe Access Overdrawn Acconts Interest Interest Rates Fees and Charges Bsiness Trst Acconts Statements of Accont Stopping Payment Foreign Crrencies Foreign Crrency Conversions 15

4 21. Set off Closing an Accont Blocking an Accont Inactive Acconts Payments Code of Banking Practice and Financial Services Gide Or Rights Yor Responsibilities Costs and Expenses Changes to Terms and Conditions Commnications Liabilities and Indemnities Commissions Investing in Crrency and Crrency Flctations Miscellaneos Law and Jrisdiction Dispte Resoltion Cstomer Relations Financial Claims Scheme HSBC s Investigations Reslts of HSBC s Investigations Financial Ombdsman Service 24

5 43. Srvival Upon Termination 24 Prodct Schedles Bsiness Cheqe Accont Prodct Schedle 25 International Cash Management Accont Prodct Schedle 26 Term Deposit Accont Prodct Schedle 28 Bsiness Trst Accont Prodct Schedle 32

6 4 Accont Terms Introdction This docment sets ot the rights, terms, conditions and obligations attaching to the following HSBC acconts: Bsiness Cheqe Accont; International Cash Management Accont; Term Deposit Accont, Bsiness Trst Accont (each referred to throghot this docment as an Accont ). When yo open an Accont with HSBC yo are entering into a contract with HSBC in relation to yor Accont. That contract is made p of: this docment; yor Accont Opening Docments; the Prodct Schedle in this docment for that Accont; or separate docment Corporate Banking fees and charges gide, as amended from time to time; or separate interest rate docments: if the Accont is a Bsiness Cheqe Accont, Bsiness Trst Accont, or International Cash Management Accont in Astralian dollars, Corporate Astralian Dollar Deposit Interest Rates or if the Accont is an International Cash Management Accont in a crrency other than Astralian Dollars, Corporate Foreign Crrency Deposit Interest Rates; and if the Accont is a Term Deposit Accont, the Term Deposit Details for that Accont. Together these docments (referred to throghot this docment as the Terms and Conditions) govern the relationship between yo and HSBC in relation to all Acconts in yor name and the way in which yo access those Acconts. Any previos arrangement or agreement with respect to any Accont is replaced by this docment. Please read the Terms and Conditions careflly. If yo do not nderstand any part of them, or if yo have any qestions, please speak with a staff member of any HSBC branch or call yor Relationship Manager or or Cstomer Service Line on Notwithstanding any other provisions in this docment, the Relationship Terms of Bsiness issed to yo, as amended from time to time in accordance with its terms (the Relationship Terms of Bsiness ), is incorporated into and forms part of this docment. In the event of any inconsistency between this docment and the Relationship Terms of Bsiness, the Relationship Terms of Bsiness shall prevail. 1. Definitions for expressions sed in this docment The following expressions have the following meaning where sed anywhere in this docment: Accont Opening Docment means a person athorised by yo to operate an Accont and accepted by s at the relevant time as an Athorised Signatory. Astralian Dollars, AUD or $ means the lawfl crrency of Astralia. Athorised Signatory means a person athorised by yo to operate an Accont

7 and accepted by s at the relevant time as an Athorised Signatory. Available Fnds means at any time in relation to an Accont, the credit balance of the Accont at that time, less the aggregate amont of all cheqes deposited to the Accont which at that time have not been cleared and any other amonts which are not cleared or are reserved by HSBC for any reason. Banking Day means, for any prpose, any day other than a Satrday or Snday on which one or more branches of HSBC are open in Astralia and, if the Accont is in a crrency other than Astralian Dollars, which is also a day other than a Satrday or Snday on which banks are open for bsiness in any place with which HSBC needs to commnicate or effect or arrange any payment, crrency conversion or other transaction for that prpose. Base Lending Rate means in relation to a crrency, the base lending rate for that crrency as established and qoted by s from time to time Commnication means any form of commnication, from yo to s inclding Electronic Instrctions. Electronic Commnication means a message HSBC transmits to yo and which yo receive from HSBC electronically, in a form that yo can retain for later reference sch as by printing or by storing for later display or listening. Electronic Instrctions means any instrctions in respect to yor Acconts, which are provided to s by yo and/or any Athorised Signatory via electronic methods inclding bt not limited to telephone, , telex, cable, facsimile or any other electronic means agreed by s from time to time. Excess Rate means or applicable Base Lending Rate pls 5% per annm. GST has the meaning given in the A New Tax System (Goods and Services Tax) Act HSBC, we, or or s means HSBC Bank Astralia Limited ABN AFSL HSBC Grop means HSBC Holdings plc, and/or any of, its affiliates, sbsidiaries, associated entities and any of their branches and offices, and member of the HSBC Grop has the same meaning. HSBCnet means the internet based electronic banking system developed by HSBC Grop and made available to yo nder terms and conditions and cstomer agreements specified by HSBC from time to time (inclding a HSBCnet Cstomer Agreement entered into or to be entered into between yo or another corporate entity in yor corporate grop (where applicable) and a member of the HSBC Grop). Interest and Fees Accont means, in respect of a Bsiness Trst Accont, the accont opened in yor name to which fees and charges relating to the Bsiness Trst Accont are charged. Loss means any claim, charge, cost (inclding, bt not limited to, any legal or other professional cost), damages, debt, expense, tax, liability, obligation, allegation, sit, action, demand, case of action, proceeding or jdgment, however calclated or cased, and whether direct or indirect, conseqential, pnitive or incidental. Prodct Schedle means, in respect of an Accont, the relevant Prodct Schedle for that type of Accont as set ot at the end of this docment. 5

8 Service Provider means a financial instittion appointed by s to provide certain services from time to time. Term Deposit Details means in relation to a Term Deposit Accont, the docment called Term Deposit Details which sets ot important information inclding the amont of the deposit, the term, the freqency with which interest will be credited and yor instrctions abot what shold happen on matrity. yo or yor means the person(s) named as cstomer in the relevant Accont Opening Docment and where the context permits, it incldes all of them. If there is more than one person named as cstomer or Accont holder, references to yo mean each person separately and every two or more persons jointly. Yo incldes yor sccessors and assigns. 2. Accont Opening Yo mst spply the docments, information and athorisations HSBC reqires (inclding, withot limitation, the Accont Opening Docments) for the prposes of opening and maintaining the Accont(s). We may condct searches of pblic registers to obtain or verify information. If we do this we will charge yo a fee. We may reject an application for an Accont. An Accont mst have a minimm opening balance of the amont, if any, specified in the relevant Prodct Schedle (or, where the Accont is in a crrency other than AUD and only an AUD amont is specified, the eqivalent in the foreign crrency of that amont as determined by s). 3. Joint Acconts Where an Accont is in the name of more than one person the following applies: (a) (b) (c) (d) (e) the credit balance in the Accont will be held jointly by all of yo this means that each of yo separately, and all of yo together, have the right to all of the Available Fnds in the Accont; if the Accont at any time has a debit balance then all of yo together and each of yo individally will be liable to repay the whole of the debit balance and any other amonts payable nder the Terms and Conditions; instrctions in respect of the Accont may be given only in accordance with the election made by yo in the Accont Opening Docments except that if we become aware of a dispte between yo, we may decide not to operate the Accont ntil all of yo have signed an athority for s to act; if one person ceases to exist we may treat the Accont as owned by the remaining Accont holder(s); and we can send notices, statements and other docments (inclding any notifying changes to the Terms and Conditions) by mailing them to any of yo and they will be taken to have been given to all of yo. 4. Partnership Acconts If yo are a partnership, each partner in the partnership acknowledges and agrees that: (a) the Terms and Conditions bind all the partners of the partnership jointly and 6

9 (b) (c) (d) each severally. References to yo or yor in the Terms and Conditions refer to each partner; any notice by any one or more partner binds all partners; the Terms and Conditions contine to bind the partners of the partnership despite the dissoltion, or any change at any time in the constittion of, the partnership; all the provisions nder Joint Acconts apply in respect of yor Accont. 5. Trst Acconts Yo mst tell s if yo open an Accont as trstee and give s the fll name of the trst. Yo mst also provide s with a copy of the docment creating the trst if reqested by s. If yo are the trstee(s) of a trst then: (a) (b) (c) (d) the Terms and Conditions will bind yo both personally and as trstee(s) of the trst; yo promise yo are the only trstee(s) of the trst, the trst is validly constitted and yo as trstee(s) have power to enter into the Terms and Conditions; yo promise to comply with yor dties as trstee(s); and yo acknowledge and agree that all the provisions nder Joint Acconts apply in respect of yor Accont if yo open the Accont as co-trstees of a trst. 6. Athorised Signatories Yo may give a person who is at least 18 years of age the athority to operate an Accont on yor behalf as an Athorised Signatory. To do this yo will need to sign the docmentation we reqire. Access to an Accont by an Athorised Signatory is sbject to or reqirements from time to time. All Athorised Signatories mst be identified in accordance with the Anti-Money Landering and Conter-Terrorism Financing Act 2006 and HSBC s policies. Yo shold ensre that any Athorised Signatory has read and nderstood the Terms and Conditions. If they do not comply with any of the Terms and Conditions the reslt will be the same as if yo had not complied. Yo mst tell s in writing if yo want to cancel the athority of an Athorised Signatory on any Accont. Yo remain responsible for all transactions made by the Athorised Signatory ntil we have received yor cancellation of the athority in writing. We may sspend the operation of an Accont at any time if we are aware of a dispte or discrepancy regarding yor Athorised Signatory. 7. Deposits We may set restrictions on how deposits are able to be made to an Accont. Any crrent restrictions that apply to an Accont are set ot in the relevant Prodct Schedle.. We may impose restrictions on the minimm and maximm amont that we accept as a deposit. Any crrent restrictions that apply to an Accont are set ot in the relevant Prodct Schedle. 7

10 Yo will need to arrange any atomatic direct deposit with the person who will make the deposit. If a cheqe is deposited, or sms are otherwise transferred, to an Accont, the amont of the cheqe or sms transferred will be credited to the Accont on the Banking Day on which they are received. The amont of any cheqe deposited will not be available for withdrawal or transfer to another accont ntil the cheqe is cleared. Cheqes are sally cleared in 3 Banking Days, bt clearing may take longer in some instances. It will take a lot longer for a cheqe in a foreign crrency. If the cheqe is retrned to s ncleared, we will debit the Accont with the amont of the ncleared cheqe together with any related charges: (a) (b) made by s, details of which are contained in or separate docment Corporate Banking fees and charges gide ; and/or made by another bank. 8. Withdrawals We may set restrictions on how withdrawals are able to be made from an Accont. The crrent restrictions that apply to an Accont are set ot in the relevant Prodct Schedle. We may set restrictions on the amont that can be withdrawn from an Accont at any one time. Any crrent restrictions that apply to an Accont are set ot in the relevant Prodct Schedle. The credit balance in a Term Deposit Accont is deposited for the term specified in the Term Deposit Details for the Accont. If yo withdraw any money before the end of the specified term then the whole amont originally deposited will earn a redced rate of interest. (See the Interest Rate section of the Term Deposit Accont Prodct Schedle.) 9. Telegraphic Transfers Where yo reqest an otward telegraphic transfer to be effected from an Accont, yo acknowledge and agree that the following applies: (a) (b) (c) In the absence of any specified instrctions to the contrary, HSBC may either effect a telegraphic transfer in the crrency of the contry in which payment is to be made or in or sole discretion, choose not to effect the telegraphic transfer ntil frther instrctions are obtained from yo in which case, HSBC will not be responsible for any loss or delays which yo may sffer. Depending on yor instrctions, we may be reqired to se intermediaries in order to effect a telegraphic transfer on yor behalf. These intermediaries may levy fees and charges in addition to those levied by s. A beneficiary s bank may also levy separate fees and charges. Unless yo provide instrctions to the contrary, all sch charges (inclding those incrred otside Astralia) are for the accont of the beneficiary. We reserve the right to draw any telegraphic transfer on a different place from that specified by yo if operational circmstances so reqires. 8

11 (d) (e) (f) (g) (h) Payment reqests delivered to HSBC (in any form inclding electronically or otherwise), are sbject to ct off times. These ct off times vary depending on the geographical location of the destination and crrency and are sbject to change from time to time. A list of ct off times is available from s on reqest. Any reqests received by s within the ct off time for the relevant crrency, will be processed on the reqested vale date. However while we will remit yor fnds on vale date, we cannot confirm the actions of the receiving bank or garantee that the fnds will be received by the beneficiary on the same day. Fnds sent by telegraphic transfers will sally be received by the beneficiary bank within 48 hors from the time the telegraphic transfer is processed. We will not be liable for any delays in processing by the beneficiary bank. Any reqests received by s after the ct off times for the relevant crrency, will not be processed on the same day. We will effect a telegraphic transfer on the basis of or actal selling rate for the relevant crrency against the AUD (or another crrency in which yor Accont is denominated where applicable) at the time of processing the telegraphic transfer. The applicable amont will be debited from yor Accont at the time the telegraphic transfer is processed. Telegraphic transfers are dispatched entirely at yor own risk. (i) (j) (k) (l) We are at liberty to send any telegraphic transfer either literally or in cipher and we accept no responsibility for any loss, delay, error, omission or mtilation, which may occr in the transmission of any message or for its misinterpretation when received. Yo may only cancel or amend a telegraphic transfer if we agree in or absolte discretion. In effecting a telegraphic transfer from an Accont, we may be reqired by law or other rles, policies or gidelines by which we are bond, to disclose certain information which we hold abot yo to the beneficiary and/or the beneficiary s bank or intermediary service providers in the corse of effecting the payment, and by reqesting s to perform the telegraphic transfer, yo consent to or disclosre of yor information. HSBC does not have a set limit for the vale of overseas remittances of foreign crrencies. However, there may be cases where the receiving bank limits itself, or is otherwise limited by applicable law, reglation, etc., to the vale of certain foreign crrencies (e.g. Renminbi) that it receives in any one payment or otherwise. Yo shold confirm directly with any receiving banks if they have implemented or are sbject to sch specific restrictions. Shold yor remittance be rejected and the fnds retrned de to sch foreign crrency restrictions applicable to or implemented by a 9

12 receiving bank, HSBC will not be liable for any reslting exchange loss sffered, principal lost or fees incrred. In sch instances, HSBC will also not refnd any remittance fees. Yo hereby acknowledge that it may take several days for sch rejected and/or retrned fnds to be received into yor accont with HSBC. Where yo receive an inward payment into yor Accont by way of telegraphic transfer and that payment is made in a foreign crrency, we will convert that payment into AUD nless yor Accont is denominated in that crrency. Fees and charges are payable in respect to yor receipt of an inward or reqest for payment of an otward telegraphic transfer. These are set ot in or separate docment Corporate Banking fees and charges Gide. 10. Operation of Acconts Generally Any debit from or credit to an Accont shall be made by s in accordance with or sal practice and, in the case of credits made in anticipation of the receipt of fnds, sbject to receipt of sch immediately available fnds. In the event that sch fnds are not received or any payment is reversed, we may debit the Accont with an amont representing fnds which are not actally received for vale at the anticipated time or the reversed payment. A debit or credit to an Accont is taken to be made, and has effect, on the date assigned to it (which may be different from the date we processed it and recorded it in the Accont). We may sbseqently adjst debits and credits to the Accont, and the Accont balance, to accrately reflect the legal obligations of yo and s (for example, if we discover an error or a cheqe is dishonored). If we do this, we may make conseqential changes (inclding to interest amonts). Sbject to any relevant legislation, we may: destroy any docments relating to an Accont after copying them; block yor Accont thereby preventing yo from sing or operating yor Accont; refse to process a transaction or entry according to yor instrction; If we exercise sch right and yo sffer loss or damage and there is a breach of yor contract with a third party, we will not be responsible. 11. Accont with Cheqe Access The following terms and conditions apply to an Accont if this docment says that yo can have cheqe access (that is, there is the ability to draw cheqes on that Accont): (a) (b) (c) if reqested by yo, we will provide cheqes to yo; yo shall keep cheqe books nder secre control at all times; yo may only write cheqes in Astralian crrency. The amont shold be stated clearly in words and figres in the spaces provided on the cheqes. To prevent frad, words and figres shold be written close to the left hand margin so that other words 10

13 (d) (e) (f) (g) (h) (i) (j) and figres cannot be inserted; alterations to cheqes shold be contersigned with fll signatre. Unless a fll signatre is sed we may retrn cheqes that have been altered; yo acknowledge the need to exercise care when drawing cheqes and yo will not draw cheqes by any means which may enable a cheqe to be altered in a manner which is not readily detectable; cheqe books are issed on and sbject to the conditions printed on the inside front cover of the cheqe book and yo will be bond by these conditions; we reserve the right to impose a service charge in respect of retrned cheqes; yo may only contermand payment of a cheqe by giving written instrctions, before the cheqe had been paid, to the branch at which the Accont was opened clearly identifying the cheqe in qestion; yo mst tell s as soon as possible of any loss or theft of any cheqes issed or provided to yo. See the fll list of HSBC branches and their contact details at and if yo fail or delay in telling s of any loss or theft of any cheqes issed or provided to yo, then yo may be liable for any financial loss arising from that loss or theft. 12. Overdrawn Acconts Unless an Accont has an approved overdraft arrangement yo mst maintain a positive balance in the Accont. We are nder no obligation to honor cheqes, or to pay other transactions which wold overdraw an Accont or exceed any agreed credit limit. Shold we exercise or discretion to honor a cheqe or to pay a transaction where no sch arrangement exists, or which cases an overdraft limit to be exceeded, the Accont mst be retrned to a positive balance or a balance within the agreed overdraft limit immediately. If we do allow the Accont to become overdrawn or to exceed any agreed overdraft limit, any reslting debit balance does not constitte the offering of, or increase to, an overdraft facility for that Accont. If a cheqe written on an Accont, or a periodic payment or other direct debit from an Accont, cases the Accont to go into debit the payment may be dishonored. A fee may be charged for a dishonored payment. If an Accont has no approved overdraft arrangement and it becomes overdrawn, debit interest will be charged to the Accont. It will be charged on the daily closing debit balance sing the Excess Rate. It will accre daily and be debited to the Accont on or abot the 28th day of each calendar month. If an Accont has an approved overdraft arrangement and the overdraft limit is exceeded, interest on the excess will be charged in accordance with the terms and conditions relating to the overdraft 13. Interest Sbject to the other provisions of this 11

14 12 clase 13, interest is calclated on the daily closing credit balance in the Accont. Interest accres daily. Where interest is payable by s to yo in relation to an Accont, that interest will be paid with the freqency, and to the place, set ot in the Prodct Schedle for that Accont or, if the Accont is a Term Deposit Accont, in the Term Deposit Details for the Accont. Interest is also paid on closre of the Accont. Where interest is payable by yo to s in relation to an Accont that has a positive balance, it will be debited from yor Accont at the freqency set ot in the Prodct Schedle for that Accont. Withholding tax may apply where interest is paid by yo to s. Please conslt yor tax advisor for frther details. Interest payable to yo by s will be paid or credited in fll if yo are an Astralian resident for tax prposes and yo have provided yor tax file nmber or yor ABN (if yo have one) or yo satisfy s that yo have an exemption from doing so. Otherwise, we are reqired by law to dedct from any interest payment withholding tax calclated at the highest marginal tax rate pls the Medicare Levy. If yo are not an Astralian resident for tax prposes the withholding tax reqirements will be different. We are reqired by law to dedct non-resident withholding tax from any interest payment. Please conslt yor tax advisor for frther details. We are reqired to report details of income earned, withholding tax dedcted and tax file nmber qoted to the Astralian Taxation Office. We are not liable if the Astralian Taxation Office reqires a dedction for an incorrect amont. 14. Interest Rates The interest rate on an Accont will be the rate set ot in the separate interest rate docment applicable to the Accont which we provide to yo from time to time as applicable to that Accont. This interest rate can be positive or negative. Where the interest rate is positive, yo will receive credit interest from HSBC at the applicable rate. Where the interest rate is negative, HSBC has the right to charge yo interest on yor Accont at the applicable rate. Different interest rates may apply to different levels of Accont balances. These rates, and the level of Accont balances to which they apply, are set by s and, nless the Accont is a Term Deposit Accont, may change at any time. 15. Fees and Charges Yo athorise s to debit to each Accont: (a) (b) all fees and charges applicable to that Accont as notified to yo by s from time to time (details of fees and charges applicable at the time yo open an Accont are set ot in or separate docment Corporate Banking fees and charges gide ); and an amont or amonts on accont of any government charges and dties on receipts or withdrawals in relation to the Accont or any of the Accont docmentation (this incldes stamp dty and where it is applicable). Information abot the fees and charges applicable to an Accont is available from s on reqest. Unless yo have received notice from s advising otherwise, we will debit yor Acconts for all bank fees and amonts on accont of government charges and dties

15 on the 12th calendar day of the month following the period in which the fee was incrred or if this falls on a day that is not a Banking Day, the following Banking Day. Fees and charges will also be debited on Accont closre. If these amonts reslt in a debit balance they are payable on demand or when we debit the Accont for them. We may elect not to charge a fee which we are otherwise entitled to charge. Any failre by s to charge a fee will not constitte a waiver of that fee or the right to charge that fee in the ftre. 16. Bsiness Trst Acconts The following provisions apply if yor Accont is a Bsiness Trst Accont. (a) (b) (c) (d) If yo are opening a Bsiness Trst Accont we will also open an Interest and Fees Accont at the same time. Yo mst maintain the Interest and Fees Accont dring the crrency of the relevant Bsiness Trst Accont and we will close the Interest and Fees Accont when the relevant Bsiness Trst Accont is closed. Yo athorise s to debit yor Interest and Fees Accont in relation to fees and charges (if any) relating to the relevant Bsiness Trst Accont. No interest is payable on yor Interest and Fees Accont. 17. Statements of Accont We will isse yo with statements for an Accont at the freqency specified in the Prodct Schedle for that Accont or as otherwise reqested by yo and agreed by s. For the prpose of identifying errors and ensring that the Accont balance is correct, yo mst careflly examine all statements spplied by s and promptly advise s in writing of any error contained in or any omission or irreglarity in the statement. If yo do not notify s within 30 days of the date yo receive a statement that there was an error, omission, irreglarity or yo did not athorise the transaction appearing on a statement then that statement will be deemed correct, athorised and binding on yo and to the extent permitted by law, yo release s from all liability for any claim inclding for any lack of athority or forgery. If yo fail to review the statements in a timely manner as reqired by this clase and yor condct or omission cases or contribtes to a loss of any kind whatsoever, then yo agree we will not have any responsibility to yo with respect to sch loss. Yo agree that yor failre to review statements in a timely manner as reqired by this clase will be deemed to case or contribte to the loss on the Accont to the extent of any loss appearing sbseqent to the time that any error or omission wold have been discovered if the statement had been reviewed. Yo acknowledge that we will only be liable for any loss cased by any wrongfl or erroneos withdrawal from an Accont cased by or gross negligence or wilfl miscondct and in that event, or 13

16 maximm liability to yo will be limited to the actal direct loss in the principal amont withdrawn. 18. Stopping Payment Yo or an Athorised Signatory may stop payment on a cheqe written on an Accont with cheqe access by giving instrctions in writing to yor HSBC branch before the cheqe has been paid. Those instrctions mst clearly identify the cheqe and Accont in qestion. When yo have athorised s to make reglar atomatic payments from an Accont, and yo want to stop these payments, yo mst provide written instrctions at least 3 Banking Days before the next payment is schedled to be made. Fll details of the payment (amont, de date, payee and Accont) will be reqired. If yo have athorised another party to debit an Accont and yo want to stop this arrangement, yo mst: (a) (b) provide written instrctions to s setting ot fll details of the periodical debit at least 3 Banking Days before the next debit is de; and also promptly reqest the other party to stop debiting the Accont. If yo ask s to cancel a direct debit athorising s or another party to dedct fnds from yor Accont we will do so promptly. However, the cancellation of a direct debit may pt yo in breach of yor contract with that other party. We will not be responsible for any sch breach or for any loss or damage yo may sffer in connection with any sch breach. We will promptly process any complaint by yo that a direct debit was nathorised or otherwise irreglar. There will be a fee for stopping a cheqe, payment or direct debit (see Corporate Banking fees and charges gide ). 19. Foreign Crrencies All interest accring on an Accont (whether credit or debit interest) will sally accre and be paid or payable in the crrency in which the Accont is denominated. We are only obliged to perform or other obligations in relation to an Accont in the crrency in which those obligations are denominated. However, we reserve the right to perform any obligation in any crrency, at any rate and in any manner in each case as we determine, and sch performance shall constitte a good and valid discharge of those obligations. Exchange rates and interest rates qoted by HSBC in Renminbi are based on offshore market pricing. Fees and charges and any other amont payable by yo nder the Terms and Conditions which are payable or expressed in Astralian Dollars may, in relation to an Accont in a crrency other than Astralian Dollars, be converted to the crrency of the Accont by s before being debited to the Accont. If for any reason, inclding bankrptcy, any amont is received by s in a crrency other than that in which it is payable, yo mst immediately indemnify s for any exchange loss. We may make any crrency conversion at or selling rate of exchange for the relevant crrencies. 14

17 Yo acknowledge that we have no liability or responsibility whatsoever, and have given no advice, in respect of movements in interest rates or exchange rates. Yo will make yor own jdgements and decisions whether to open an Accont in a crrency other than Astralian Dollars. We do not monitor movements in exchange rates for yo this is yor responsibility. 20. Foreign Crrency Conversions Time of processing and ct-off time - An instrction provided to s (inclding instrctions provided throgh HSBCnet) to prchase or sell foreign crrency that is provided to s on a Banking Day will be processed by s on the same Banking Day if we receive the instrction prior to the instrction ct-off time for the transfer of the relevant crrency. The crrency exchange rate that we apply is the rate that applies at the time we process the instrction. Please note that the instrction ct-off times differ depending on the crrency being transferred. Information on instrction ct-off times can be obtained by calling s. Instrction received prior to the ctoff time - If we receive the instrction (inclding instrctions received throgh HSBCnet) prior to the relevant instrction ct-off time, we will process the transaction on the same day. However there may be a period of time between or receipt of yor instrctions and the time when the instrction is actally processed. Dring this time the crrency exchange rate may change and there may be a risk that the exchange rate that applies to the transfer may be less beneficial to yo than the exchange rate advised to yo at the time we receive yor instrction. Instrctions received after the ct-off time - Yo acknowledge that the crrency exchange rate that we apply is the rate that applies at the time we process the instrction. Therefore, if we are provided with instrctions after the relevant instrction ct-off time, we will process the instrctions on the next Banking Day at the crrency exchange rate that applies at the time we process the instrction on that day. Please note that de to flctations in exchange rates, if we are provided with instrctions after the relevant instrction ctoff time on a Banking Day there will always be a risk that the exchange rate that applies to the transfer may be less beneficial to yo than had we been provided with instrctions prior to the relevant instrction ct-off time. Provisional Rates - Unless we advise yo otherwise, any exchange rate advised to yo when we receive an instrction is provided as an indicative rate only. The actal rate we apply will be the rate that applies at the time of actal processing. 21. Set off We may, at any time and withot limiting any rights we may have at law and withot notice to yo: (a) (b) combine or consolidate any or all of yor acconts with s (inclding the Acconts); and/or apply any credit balances in any acconts with s (inclding the Acconts) against or in satisfaction of all or any of yor liabilities to s or any other member of the HSBC Grop. If we do, the amont in an Accont may redce. 15

18 We may do so in respect of any obligation (whether actal or contingent) owed by yo to s or vice versa, regardless of the place of payment, booking branch or crrency of either obligation and regardless of whether the obligation has matred (for example if or obligation is to repay a term deposit). Or rights with respect to any Accont shall not be affected by yor death or legal incapacity. If any obligations are in different crrencies, we may convert either obligation at its selling rate of exchange. If any obligation is nliqidated or nascertained, we may set off an amont estimated by s in good faith to be the amont of that obligation. 22. Closing an Accont We reserve the right to close an Accont for any reason. We will notify yo in writing if we do so. Unless the relevant Prodct Schedle applicable to an Accont reqires a greater period of notice shold yo wish to make an early withdrawal of fnds from that Accont, yo may close an Accont at any time by written notice to s; however, we reserve the right not to close any Accont if there are any liabilities (actal or contingent) owing to s. The credit balance of an Accont pls or mins all interest charges on the Accont accred,p to the closing date and yet to be credited or debited to the Accont, less all accred accont fees (inclding monthly fees where applicable) and government charges applicable p to the closing date, will be paid to yo when the Accont is closed. Monthly fees will apply even thogh the Accont has been open for only part of the calendar month. Any part of an Accont balance which is not Available Fnds at the time of a reqest to close an Accont will not be available ntil the fnds are cleared. If the Accont has a debit balance, the balance pls any accred debit interest, accont fees inclding monthly fees and government charges applicable p to the closing date will be payable by yo to s. When yo close an Accont on which yo have been issed with cheqes yo mst retrn to s any nsed cheqe forms. The Accont may only be closed after any otstanding cheqes have been presented. We reserve the right to retrn any cheqes presented for payment after the Accont has been closed and to refse to close the Accont if any cheqes issed or provided to yo have not been retrned to s. Upon the closre of any Accont by s, all liabilities (actal or contingent) owing to s in relation to the Accont shall become immediately de and payable. The Terms and Conditions shall contine in fll force and effect ntil all those liabilities have been flly discharged. 23. Blocking an Accont We reserve the right to block access to and/or restrict the operation of an Accont for any reason. We will notify yo in writing if we do so. We may be preclded by law from giving yo a reason as to why we have taken this action. If we do block access to and/or restrict the operation of an Accont yo mst make 16

19 alternate arrangements for any direct debits paid from that Accont. 24. Inactive Acconts An Accont becomes inactive if no deposits or withdrawals are made dring a continos 12 month period. Under these conditions we reserve the right to close the Accont withot any prior notice to yo. Balances on certain Acconts which have not been sed by making a deposit or withdrawal (exclding any bank charges or interest paid) for three years are treated by the law as nclaimed moneys. In sch sitations the Accont is closed and credit balances are dealt with in accordance with the relevant legislation. 25. Payments In addition to yor obligations if yor Accont becomes overdrawn, yo agree that if yo fail to pay any amont payable by yo nder the Terms and Conditions, yo will, to the extent permitted by applicable law, pay to s interest on the npaid amont at the Excess Rate. All payments by yo nder the Terms and Conditions shall be made free of withholding or dedction on accont of tax or other charges. However, to the extent that any payment is sbject to withholding or dedction on accont of tax or other charges, then yo shall be liable to pay an additional amont sch that the net payment to s after the withholding or dedction eqals the amont otherwise payable by yo. The following applies in relation to GST: (a) nless stated otherwise, dollar amonts stated to be payable by yo in any part of the Terms and Conditions (b) are the fll amonts payable by yo and inclde GST where it applies. If we notify yo of a new or changed fee or charge, the amont we notify yo will inclde any applicable GST; and in relation to other amonts yo may be reqired to pay s nder or in relation to the Terms and Conditions (for example, enforcement expenses) if all or any part of a payment yo are reqired to make does incr GST, then yo mst pay s an amont which incldes the GST on that payment. Where yo have to reimbrse or indemnify s for an amont, that amont will be inclsive of any GST or other tax payable by s. 26. Code of Banking Practice and Financial Services Gide HSBC has adopted the Code of Banking Practice COBP. Not all the provisions of the COBP will apply to yor Accont. To the extent that the COBP applies to an Accont, HSBC agrees to be bond by the provisions of the COBP. General descriptive information abot or banking services and the se of cheqes is set ot in or Corporate and Bsiness Banking Financial Services Gide and Code of Banking Practice Gide ( FSG ). The FSG incldes the following information: HSBC s accont opening procedres; HSBC s obligations regarding the confidentiality of yor information; complaint handling procedres; general descriptive information regarding cheqes inclding bank cheqes; 17

20 a recommendation that yo inform HSBC promptly if yo are in financial difficlty; and a recommendation that yo read the applicable terms and conditions (which in relation to yor Accont means yo shold careflly read the Terms and Conditions before yo sign the Accont Opening Docments). Yo promise that all particlars given to s (whether in an Accont Opening Docment or otherwise) are accrate and complete and not, by omission or otherwise, misleading. Yo owe s a dty of care and will not do anything which may facilitate, or omit to do anything which may prevent, any frad, forgery or other illegal act. 18 A copy of the FSG is available on reqest. 27. Or Rights We are athorised to select and se agents and third parties in the performance of any transaction in connection with the Terms and Conditions inclding, withot limitation, the enforcement of the Terms and Conditions against yo. We are athorised to se any payment system or intermediary bank we reasonably select. Notwithstanding any commnication to the contrary from yo, we shall act in accordance with the rles and reglations of any payment system or intermediary bank that we select. Or dty to perform any obligation shall be sspended to the extent that, and for so long as, we cannot act on or execte, or are restricted in acting pon or execting, any instrction from yo or performing any other obligation de to any events or circmstances otside or control. To the extent that, and for so long as, sch events or circmstances persist we are not obliged to perform that obligation at some other place, in some other crrency or by providing cash. Or right of to set off obligations in different crrencies is not affected. 28. Yor Responsibilities Yo agree to promptly notify HSBC in writing of any change in: (a) (b) the athority of any Athorised Signatory; or the contents of any Accont Opening Docments or any other docments, information or athorisations spplied prsant to the Accont Opening Docments. If no sch notice is given (regardless of whether sch change is registered in a pblic registry), we are entitled to rely on information, athorisations and docments previosly spplied by yo. We will not be responsible for any errors or losses associated with Accont changes where we have received no or inadeqate prior notice. 29. Costs and Expenses Yo shall pay to s all reasonable costs and expenses (inclding legal fees on a fll indemnity basis) incrred by s in connection with: (a) (b) the exercise and preservation of or rights nder the Terms and Conditions; the appointing of agents or third parties for the prposes of providing certain services to yo; and

21 (c) any legal proceedings or disptes between yo and a third party where we become involved in sch proceedings or disptes. These costs and expenses are payable on demand or when we debit the Accont for them. 30. Changes to Terms and Conditions We have the right to change any part of the Terms and Conditions at any time. All these changes can be made withot yor consent. Where the change is an increase in fees and charges, we will give yo at least 30 days notice before the change takes effect. For any other change, we will notify yo of the change by no later than the day on which the change takes effect. We may provide the above notice to yo: in writing; by Electronic Commnication (if yo agree to s doing so); or by an advertisement in one or more daily or national newspapers. If yo agree to s providing notice to yo by Electronic Commnication, we may notify yo of changes by: (a) (b) sending an Electronic Commnication to an electronic address nominated by yo; or displaying information abot the changes at or website www. hsbc.com.a (after notifying yo by Electronic Commnication that the information is available on or website and the natre of the information). Yo may at any time vary the electronic address yo have nominated, or terminate yor agreement with s that we can notify changes to yo by any of the methods of Electronic Commnication above. If yor Accont has an approved overdraft arrangement, changes to the terms and conditions relating to the overdraft arrangement will be made in accordance with the COBP and those terms and conditions. 31. Commnications In order that transactions may be qickly and efficiently processed, we are entitled to rely pon and act in accordance with any Commnication received from or prportedly sent by yo or an Athorised Signatory. In order to allow flexibility, Commnications can be given in any form agreed between HSBC and yo prsant to the Accont Opening Docments, provided that, in or conclsive view, any sch Commnication is clear and nambigos as to its terms. We reserve the right not to act on any Commnication which is not in an agreed form. We may in or sole discretion and despite any other provisions of the Terms and Conditions, before or after we act on any Commnication, reqire written confirmation of any sch Commnication from yo. We reserve or right not to act on, or to delay acting pon, any Commnication received by s if we dobt the legality or athenticity of the Commnication. If we exercise or right not to act on, or if we delay acting pon, any Commnication we shall inform yo as soon as reasonably 19

22 possible. Where we choose to exercise sch rights, yo agree that we are not, and will not be, liable for any loss that yo or any other person may incr as a reslt of or decision not to act or or delay in acting. To help improve the services provided by s, and in the interests of secrity, we may monitor and/or record any telephone calls between s and yo or any Athorised Signatory. Any recording may be sed as evidence. Yo acknowledge the risks associated with the different forms of Commnications offered to yo by s and agree to accept those risks for the prposes of making sch Commnications. In addition to the above, by sending s any Electronic Instrctions, yo acknowledge and agree that: (a) yo are reqesting and athorising HSBC to accept and act on those Electronic Instrctions, which HSBC in its sole discretion and in good faith believes to have been provided by yo or an Athorised Signatory, withot reqiring written confirmation bearing actal signatres in accordance with the mandate for the Accont before acting on those Electronic Instrctions; (c) (d) (e) Electronic Instrctions nless yo nderstand and are prepared to ndertake sch risks; good and proper receipt by HSBC of the Electronic Instrctions will be conclsive evidence of sch receipt; HSBC will not be nder any dty to verify the identity of the person or persons giving Electronic Instrctions prportedly in yor name (whether they are from yo or any Athorised Signatory) and any transaction made prsant to those Electronic Instrctions will be binding on yo whether made with or withot yor athority, knowledge or consent; and yo ndertake to indemnify and to keep indemnified at all times, HSBC, against all actions, proceedings, claims, losses, damages, costs and expenses which may be broght against, incrred or sffered by HSBC as a reslt of or which arises in connection with (whether directly or indirectly), HSBC accepting and acting in good faith on any Electronic Instrctions prporting to originate from yo, an Athorised Signatory or any other person prporting to be athorised by yo or acting on yor behalf. (b) there are risks inherent in the giving of Electronic Instrctions. Fradlent or other nathorised instrctions may be transmitted by electronic commnication. Facsimile instrctions may be transmitted to wrong nmbers, may never reach HSBC and may become known to third parties. Yo shold not give s 32. Liabilities and Indemnities To the maximm extent permitted by law yo agree that HSBC shall not be liable to yo, any Athorised Signatory or any other person: 20

23 (a) (b) for any Loss (inclding loss of profit), damage or delay other than sch losses which arise as a direct reslt of the gross negligence or wilfl miscondct of HSBC; or any Loss (inclding loss of profit), damage, delay or failre to perform cased in whole or in part by the action of any government or governmental agency, act of God, law or reglation (or any change in the interpretation thereof), injnction, crrency restriction, sanction, exchange control, indstrial action (whether involving or staff or not, war, eqipment failre, or interrption to power spplies or anything else beyond or reasonable control. We will attempt to notify yo of the existence of sch circmstances. Where we se an agent or any third party in performance of any service in connection with the Terms and Conditions, we shall se reasonable care in any sch selection; however we shall not be liable for any Loss (inclding loss of profit), damage, delay or failre to perform occasioned by the acts or omissions of any sch third party or agents. Yo shall indemnify s against any Loss or liability which we may incr as a reslt of:: (a) (b) (c) any breach by yo of any of the Terms and Conditions; loss, theft, frad or misse of any cheqes provided to yo; any Commnications acted pon (whether or not sch Commnications were athorised by yo or in an agreed form); (d) (e) any error or inaccracy in any statement issed to yo which has not been notified to s; and any enqiry by any governmental agency or athority involving yo or any of yor related bodies corporate (if any, as defined in the Corporations Act). 33. Commissions If yo are introdced to s by, or apply to s throgh, a third party (sch as a financial planner, financial adviser, broker or accontant) then yo acknowledge that we may pay that third party a commission. 34. Investing in Crrency and Crrency Flctations Yo acknowledge and agree that: (a) there are risks in investing in a crrency which is not yor sal or base crrency; that flctations in exchange rates may adversely impact on yor fnds when converting crrencies; that past performance of a crrency is not necessarily an indication of its ftre performance; and that yo will se yor own independent jdgment in respect of crrency conversions and/or remittances, and will not rely on any advice, opinions or data spplied by HSBC. For example, de to foreign exchange flctations and other restrictions, the actal Astralian dollar eqivalent of a foreign crrency deposit cold be smaller than the original amont deposited in Astralian dollars (i.e. there is a risk of loss of principal on an Astralian dollar basis); 21

24 (b) (c) de to time delays in processing transactions and potential flctations in crrency exchange rate, a rate of exchange advised to yo on inqiry or on receipt of an instrction from yo that involves a crrency conversion may be different from the actal rate of exchange that may apply at the time of processing the transaction; and certain foreign crrencies may not be withdrawn or deposited in person at certain HSBC Branches, and may be sbject to certain transactional or other restrictions otside Astralia. Frthermore, yo shall be solely responsible for complying with any sch foreign crrency restrictions set forth by any governmental or reglatory athorities, or otherwise implemented by financial instittions, otside Astralia. 35. Miscellaneos To the maximm extent allowed by law, yo give p any right to set off any amonts we owe yo (for example, credit balances in yor Acconts) against amonts yo owe s. If any provision of the Terms and Conditions is, or becomes, illegal, invalid or nenforceable in any jrisdiction, this will not affect: (a) (b) the validity or enforceability in that jrisdiction of any other provision of the Terms and Conditions; or the validity or enforceability in other jrisdictions of that or any other provision of the Terms and Conditions. Or rights nder the Terms and Conditions: (a) (b) (c) may be exercised as often as necessary; are cmlative and not exclsive of its rights nder any applicable law; and may be waived only in writing and specifically. Any delay in the exercise or non-exercise of any sch right is not a waiver of that right. No mortgage, charge or other secrity interest may be granted over or in respect of any Accont other than in or favor. Yor rights in connection with any Accont may not be transferred or assigned. Proof of posting or transmission of any notice or statement to yo shall be deemed to be proof of receipt of the notice or statement by yo at the time when the notice or statement wold in the ordinary corse be delivered or transmitted notwithstanding the fact that yo may not actally receive it. Where an obligation nder the Terms and Conditions is de to be performed on a day that is not a Banking Day, sch obligation shall be performed on the next Banking Day immediately after that day. 36. Law and Jrisdiction The Terms and Conditions shall be governed in accordance with the laws of New Soth Wales. If yo are not a resident of Astralia: (a) yo sbmit to the non-exclsive jrisdiction of the corts exercising jrisdiction in the state of New Soth 22