BUSINESS TERMS AND CONDITIONS

Transcription

1 BUSINESS TERMS AND CONDITIONS for citi credit cards Valid and effective from 1 January 2014 Citibank Europe plc, organizační složka PRAGUE CZECH REPUBLIC

2 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS Effective from 1 January 2014 Citibank Europe plc, organizační složka PRAGUE CZECH REPUBLIC

3 1. BASIC PROVISIONS 1.1. Applicability and Structure of the Business Terms and Conditions These General Business Terms and Conditions for natural persons (hereinafter the Conditions ) apply to all legal relations arising in connection with the provision of banking products and services between the Client and the Bank The general conditions of the payment system are further governed by the Payment System Rules (hereinafter the Rules ). Certain technical conditions of the payment system are governed by the Bank s Technical Terms and Conditions (hereinafter the Technical Conditions ) The contractual relations between the Bank and the Client arising from the individual specific banking products and services are further governed by the individual product business conditions for the relevant banking products or services (hereinafter referred to as the Product Conditions ), which may govern certain rights and obligations differently from these Conditions or the Rules In the event of discrepancy between the individual provisions of the Agreement, Product Conditions, Rules and these Conditions, or should they become incompatible, the provisions of the document which is mentioned as the first in this paragraph shall prevail The Conditions, Rules and the Product Conditions shall be Published and made available at the Establishments. The Bank shall provide a copy of these documents to each of its Clients at the Establishments any time during the Opening Hours These Conditions become effective as of 1 January 2014 and shall supersede the Citibank Business Terms and Conditions for natural persons that have been valid since 1 January However, the provisions of paragraph 12.1 become effective as of 31 December Amendments to the Business Terms and Conditions If there is a change in Legal Regulation, the conditions in the financial service markets, technologies or organizational processes or procedures in the provision of payment services, while taking the Bank s business policy into account, the Bank may modify or amend the Conditions, Rules or Product Conditions, especially in the area of payment procedure, the modification of the method of concluding, amending and terminating agreements, the rules of communication, the conditions of individual financial services, requirements for the establishment of the right to conclude transactions with the Bank, and information obligations. Such modification or amendment shall be Notified in Qualified Manner by the Bank to the Client no later than two months before the date on which the modification or amendment is to take effect. Unless the Client terminates the Agreement under paragraph 1.2.2, within this deadline, the new wording of the Agreement shall be binding on both parties. The Client shall be specifically notified by the Bank of this consequence in the notice of modification or amendment to the relevant business terms and conditions If the Client does not agree to the modification or amendment under paragraph 1.2.1, the Client may terminate the Agreement to which such modifications apply before the effective date of such modification. In such a case, the termination notice shall take effect immediately upon its delivery to the Bank. GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 6

4 1.3. Modifications of the List of Charges The Bank is entitled to modify the List of Charges from time to time. The provisions of paragraphs and above shall reasonably apply to any modification of the List of Charges which results in changes to interests during the provision of a certain banking service (e.g. loan, maintenance of an account) or in changes to prices pertaining to banking services provided to the Client repeatedly under a long-term relationship (e.g. bank overdraft, credit card). 2. CONFIDENTIALITY 2.1. The Bank is obliged to maintain confidentiality of all information relating to the banking transactions with the Client, including the financial services and cash balances of the Client with the Bank on the individual accounts and deposits (banking secrecy) The Bank, as the administrator of the Client s personal data, is obliged to maintain and process the Client s personal data in accordance with Legal Regulations. Specific consent to the processing of personal data pertaining to the Client, or other Confidential Information, and handling thereof is granted by the Client to the Bank in the form of the Consent. Any revocation or cancellation of the Consent may result in the relevant banking products or services becoming limited or unable to be provided to the Client Information pertaining to the Client may be disclosed by the Bank to other persons only if allowed or required by Legal Regulations or subject to the prior consent of the Client granted to the Bank. The Bank shall maintain the confidential nature of such information even after the termination of the contractual relationship between the Bank and the Client. For this purpose, the Client explicitly: (a) grants the Bank, Citibank Group members and Representatives its consent to the processing of all data and Confidential Information, including the sharing of such information among the Bank, Citibank Group members and Authorities, obtained in connection with or for the purpose of the provision of any service by the Bank to the Client, or necessary for the compliance with all Legal Regulations or for the purposes of any law court, court proceedings, audit or investigation conducted by Authorities for the duration and also after the termination of the contractual relationship between the Bank and the Client; the Client s consent shall be effective regardless of any valid agreement between the Client and the Bank, Citibank Group members or Representatives prohibiting the processing of such data and Confidential Information, and the Client acknowledges that Confidential Information may be made available to the jurisdictions of other countries where the strict data protection or laws on the protection of personal data do not apply, (b) expressly agrees that the Bank may disclose the data pertaining to the banking service or the transaction to the person who - with respect to such service or transaction - is in the position of co-debtor, collateral provider or person whom the Bank negotiates with concerning the transfer of the Bank s rights and obligations under the Agreement with the Client The Client also agrees that the Bank verifies the data obtained about the Client, especially with Authorities, law courts, state administration bodies or the Client s employer, as long as the confidentiality of this information is maintained. 7 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

5 3. COMMUNICATION 3.1. Means of Communication The Bank and the Client use the means of communication as agreed for various types of communication, and unless certain means of communication is explicitly agreed, they prefer written communication with the proof of delivery to the addressee (registered letter, personal delivery); however, the Bank also uses other means of communication (especially standard mails or s) whenever it corresponds to the usual method of delivery in the banking industry. For communication which is not a notice addressed to a particular Client, the Bank uses the instance of Publishing. The Bank may require a particular method of communication The Bank and the Client also use for communication the Citibank Online, CitiPhone and CitiAlert services, under the terms and conditions specified in these Conditions and the Technical Conditions. These Conditions also specify and govern the scope to which the Bank uses these services for keeping the Client informed. Unless otherwise agreed, each Client for whom the Bank administers the bank account is entitled to use the Citibank Online or CitiPhone service Unless otherwise explicitly agreed, the Bank presumes that (a) The Client has unlimited 24/7 access to the Internet network and agrees to use the Internet network for communication with the Bank, and/or (b) by providing his/her address, the Client gives his/her consent to the Bank to provide the Client with all the available information via it The Client hereby acknowledges that the communication with the Bank through telecommunication means or through the Internet network, or disclosure or providing the information and services by these means may be affected by a defect, error or interrupted operation of the relevant communication means, delay in its operation or transmission, computer virus, unauthorized attack by a third party or a link or system failure. Notwithstanding any of the security element used by the Bank and the Bank s utmost effort to guarantee secure electronic access to banking products or provision or disclosure of the information and services on the Internet network, the Bank does not bear any responsibility for any damage resulting from such access or means of communication, unless the damage occurred through the Bank s failure to comply with its obligations. As opposed to the general legal regulations governing the conclusion of agreements, if the Bank proposes the conclusion or modification of an agreement, then any reply of the Client containing any amendment to or modification of the content of the proposal shall not be considered an acceptance of the proposal, unless specifically agreed otherwise. Any written confirmation of the content of an agreement that was not concluded in writing shall not affect the actual content of such an agreement, and this content shall not correspond to such a confirmation Delivery The Bank delivers all and any notices and documents to the Client s last known or announced postal address, address, fax or phone number as provided by the Client for this purpose. The Client sends all notices and documents to the Bank s postal address or fax number specified in the Agreement or otherwise to GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 8

6 the postal address or fax number of the registered office of the Bank s branch (organizační složka) in the Czech Republic. Notice or document is deemed delivered to the Client at the moment when he/she has the opportunity to get acquainted with their contents (not necessarily getting actual knowledge of the contents), while the Bank and the Client agree that such a moment always occurs (unless some evidence to the contrary is shown): (a) on the date of successful transmission of the facsimile or to the agreed number or address, (b) on the date the Client refuses to collect a registered letter, (c) the third business day from sending mail to the address in the Czech Republic, (d) the fifteenth business day after sending mail to the address outside the Czech Republic Unless the Client raises any objection to the content of any notice, confirmation, statement or any notification delivered by the Bank in the ordinary course of business within 20 days (unless a longer period is specified by the Bank) in accordance with the complaint procedure of the Bank applying to natural persons, the Bank or the Client may rely on the accuracy and completeness of such content until the other party proves otherwise Representation The Client may also negotiate with the Bank through his/her Attorney. The Attorney is obliged to prove his/her authorization to act for and on behalf of the Client by submitting the original or certified copy of the power of attorney, certificate of incorporation or any other public register, or other similar foreign register, proof of the existence of a legal entity, judicial decision or other document which the Bank would consider reasonably sufficient; the same also applies in relation to a husband, wife or a civil partner of the Client Unless otherwise stipulated by the Bank, each individual power of attorney or other authorization granted by the Client to his/her Attorney must be in writing, clear and sufficiently specific. The Client s signature appended to the power of attorney or other authorization must be officially authenticated or otherwise certified in a manner acceptable to the Bank The Client is entitled to revoke or alter the authorization of the Attorney from time to time; such a decision shall be immediately communicated to the Bank by the Client in writing. Revocation of or alteration to the scope of authorization are effective and binding on the Bank as of the moment when such a change is reliably ascertained by the same; this moment is deemed not to occur before the date on which the Bank has been duly presented with a written notice pursuant to the first sentence of this paragraph Where the Bank s business terms and conditions or any Agreements require any Client s consent the relevant provisions shall apply mutatis mutandis to the Attorney s consent. By accepting the authorization, the Attorney gives all such consents to the Bank. By appointing his/her Attorney, the Client declares that all such consents have been granted In the course of performance of the Agreement or deliveries in relation to the Agreement, the Bank is entitled to use the agents, suppliers or correspondence clerks who shall be deemed capable (both de iure and de facto) of performing or arranging for the issues concerning the Agreement or matters associated therewith. 9 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

7 3.4. Safety and evidence of communication The Client agrees that any communication between him/her and the Bank will be recorded and stored using the technical devices that enable capturing, storage and reproduction of the communication. Client further agrees that the Bank draws up and archives for its own needs the copies of all papers, documents and other materials submitted by the Client to the Bank The Bank is entitled, at its own discretion, to request (a) a copy of any original document submitted by the Client to the Bank be officially authenticated, (b) foreign documents be officially authenticated or superlegalized or bear the Apostille within the meaning of the Hague Convention Abolishing the Requirement for Legalisation for Foreign Public Documents of 5 October 1961, and (c) documents in other than Czech or Slovak language be presented along with their official Czech translation provided that in such a case, the Bank shall exclusively use the appropriate certified Czech translation, and is not obliged to examine whether this certified translation corresponds to the version in its original language The Bank is entitled to request that the notices provided by the Client in other than written form be subsequently confirmed in writing within the period set out by the Bank. Until the Client submits this requested written confirmation the Bank shall not be obliged to proceed in accordance with such a notice The Bank is entitled to restrict or completely block any channel for remote communication between the Bank and the Client (including the CitiPhone or Citibank Online service), if it has suspicion that the safety of certain communication between the Client and the Bank through such communication channel was endangered, especially in the case of suspected misuse, loss or other threat against the Access Elements The Bank is not obliged to consider any notices submitted by the Client which are not, in the opinion of the Bank, adequately substantiated by supporting documents and supplemented with information required by the Bank. The Client shall bear all costs, damage or other loss suffered as a result of failure to properly and timely notice such changes, provision of false, misleading, false or incomplete information, and failure to submit supporting documents and information required by the Bank; in addition, the Client shall indemnify the Bank for any damage the latter may incur in relation to such failures. If the Bank has reasonable doubts as to the correctness or authenticity of the documents submitted by the Client in connection with the contractual relationship between the Bank and the Client, the Bank shall be entitled (but not obliged) for the sake of protection of the Client s funds to restrict the use of Client s rights associated with the relevant banking products and services If the Bank sends any consignment to the Client or a third party, whether upon the Client s Instruction or as a result of the Client s act or omission that is in conflict with his/her contractual or statutory obligations or beyond the common banking practice, the Client shall bear all risks of loss, damage or destruction of the consignment during the transport thereof If in doubt, the Client and the Bank shall presume that the records and documents stored by the Bank and generated in the course of normal operation during GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 10

8 provision of the banking services and products are decisive for determination of the mutual rights and obligations and are of decisive evidential value; this provision shall not apply if the Bank was presented an unambiguous evidence of their incorrectness Special terms and conditions of communication When communicating with the Bank via telephone within the CitiPhone service, the Client shall enter his/her T-PIN code. The Bank may allow the Client to use the CitiPhone service without entering his/her T-PIN if the Client s identity has been authenticated using control questions and answers or in accordance with the required practice of the Bank valid at the time The Client may instruct the Bank to register the Client s mobile phone number. The Bank may at its own discretion regard the registered mobile number as means of identification of the Client for the purpose of CitiPhone When communicating with the Bank via the Citibank Online service, the Client shall use the following Access Elements: (a) user name, (b) chosen Password, (c) Security Key. When logging in the Citibank Online service for the first time, the Client shall use the number of his/her payment card issued by the Bank and the four-digit A-PIN. For specific procedures in using the Citibank Online service, see the Technical Conditions The Client shall ensure the minimum requirements concerning the data configuration and baud rate for proper operation of the Citibank Online service, as defined in the Technical Conditions. The Client hereby acknowledges that these conditions may vary depending on the development and demands of the new technologies and practices Activation or cancellation of the CitiAlert service shall be made in writing, via the Citibank Online or CitiPhone service. The current overview of the types of messages in CitiAlert is Published by the Bank. The Bank is not obliged to send the CitiAlert messages to the phone numbers with other country calling code than that of the Czech Republic or Slovak Republic. The fee applicable to the service is set out in the List of Charges. The Client is obliged to take measures to prevent any third party from accessing the contents of these messages. The Bank shall not be responsible for the protection of these messages, in the event of unauthorized access by a third party during the transmission or after delivery thereof By activating the CitiAlert service, the Client agrees to receive the information messages relating to his/her contractual relationship with the Bank at the address or phone number as announced by the Client to the Bank. Such messages are sent in the form of plain (unencrypted) messages ( s or SMS) and they may contain Confidential Iinformation, including information subject to the banking secrecy or other legal protection The Client hereby agrees that the Bank will use the Client s address or phone number, as announced by the Client, to provide the Client with information concerning the contractual relations with the Bank, for example: 11 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

9 information about approval of credit card application or activation or blocking of the payment instrument, in the form of plain (unencrypted) messages. The Client hereby acknowledges that in the case of unencrypted transmission, the Bank shall not be responsible for its content protection in the event of unauthorized access of third parties during the transmission or delivery thereof. 4. INSTRUCTION 4.1. The Bank performs certain services exclusively on the basis of Instructions, in accordance with its business terms and conditions of the Bank, relevant business practice and Legal Regulations Unless expressly agreed otherwise, the Client gives the Instruction to the Bank only in writing, by telephone under the terms and conditions of the CitiPhone service or electronically under the terms and conditions of the Citibank Online service The Bank is entitled to reject any Instruction, unless it reaches the Bank in the form, time limit and manner specified by the Bank or unless it contains the data specified by the Bank, or if the Bank has a reasonable doubt whether (a) the Instruction is clear, complete, correct and accurate, or if it is unambiguous under all circumstances, (b) the Instruction was submitted in a regular way by a duly authorized person, or has been duly approved by an authorized person, or (c) the Instruction complies with all the agreed requirements or those arising from the Legal Regulations concerning its contents or circumstances under which it has been submitted, (d) the execution of the Instruction by the Bank, a Citibank Group member or one of the Service Providers might violate the Legal Regulations or other relevant obligation applicable to them The Bank is also entitled to reject any Instruction in the event that an Event of Default occurred or there is a reasonable risk that the execution of such an Instruction may result in the Event of Default. The rejection of the Instruction shall be communicated by the Bank to Client or to a person that has submitted the Instruction to the Bank without undue delay If (a) there are grounds for rejection of the Instruction and the Bank decides not to reject the Instruction or (b) there are other reasons for which the Instruction cannot be executed without further steps, especially if the contents of the Instruction go beyond the usual scope or contents of the Instructions hitherto given by Client, The Bank is also authorized to postpone the execution of the Instruction until the reasons for the postponement cease to exist, particularly until the Client demonstrates that all conditions for executing the Instructions has been fulfilled. The postponement of the Instruction shall be communicated by the Bank to Client or to a person that has submitted the Instruction to the Bank without undue delay The Bank is authorized to postpone the execution of the Instruction or the provision of any other banking service for a period necessary to verify the data and facts listed in the documents handed over by the Client in this respect. GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 12

10 4.7. In order to verify whether the conditions for the acceptance of the Instructions were fulfilled, the Bank uses a variety of technical and administrative procedures which may be adapted by the Bank to keep abreast of the development of communication tools and in response to specific conditions in providing the banking services and products, the shall always Publish such changes The Client may revoke or modify the Instruction until the moment when the Bank informs the person in favour or to the detriment of whom the Instruction is to be executed that the Instruction has been accepted, or until the Instruction is charged to account or executed by the Bank, whichever comes earlier. All expenses relating to such a revocation or modification of the Instruction are borne by the Client. The Bank shall not be liable for any damages or loss the Client might have incurred as a result of such a revocation or modification of the Instruction made by the Client The Bank only accepts the Instructions from the Clients on Business Day in usual Opening Hours. The date of receipt of the Instruction by the Bank shall be the date it is submitted by the Client to the Bank. If the Bank receives the Instruction outside the Opening Hours or towards the end of the Opening Hours (cut-off time) published according to the Rules, the Instruction is construed as received on the following Business Day If the instructions is submitted to the Bank via the CitiPhone or the Citibank Online service, the receipt date is the one when the Instruction, which is a payment order, was actually submitted (with no prejudice to the moment of receipt of the relevant payment order); all other Instructions submitted to the Bank via the Citibank Online or the CitiPhone are binding on the Bank on the latest the third Business Day following the date the Instruction was actually delivered to the Bank. 5. LIABILITY OF THE BANK 5.1. Bank shall reimburse the Client for any damage the latter may incur as a result of breach of the Bank s obligations under the Legal Regulations or the contractual arrangement with the Client. Nevertheless, if the Client through his/her culpable failure contributes to the damage (e.g. by failure to provide the necessary cooperation), the Bank shall not be obliged to reimburse the Client for the damage to the extent corresponding to the Client s involvement in the occurrence of the damage. The Bank shall not be obliged to reimburse the Client for damage to the extent that it could not be foreseen. Above all, the Bank is not obliged to compensate the Client for damage representing a lost profit of the Client or damage which does not arise as the immediate result of a breach of the Bank s legal obligation (consequential damage), unless the Client expressly notifies the Bank of the risk of such damage The Bank s liability for damages shall not arise if the damage occurred as a result of circumstances that were beyond control of the Bank and that prevent the same from fulfilling its obligations, and which is reasonably assumed not be foreseen or averted by the Bank at the time of the obligation, where such circumstances shall also include unexpected development in the financial markets, defective means of remote communication used by the Client or the Bank (e.g. defect on the Internet connection or software) and failures on any other technical devices through no fault of the Bank. Neither is the Bank responsible for any damage incurred due to the fulfillment of obligations required by the laws of the United States of America, the jurisdiction of the country in which the Bank or other Citibank Group members provide their services, or 13 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

11 any other jurisdiction, if the compliance with the relevant regulations is required for a proper provision of the given type of banking service Unless otherwise explicitly agreed, the Bank shall not be liable for any loss incurred by the Client as a result of shifts in the foreign exchange rates and interest rates during the provision of the banking products and services The Bank shall not be liable for a damage incurred by the Client as a result of execution of an Instruction submitted by the Client or in relation to any act made with reliance on any other Client s notice. The Client shall indemnify the Bank for any damage, liability, claim or costs (including counsel s fee), which the Bank has incurred in relation to its regular operation on the basis of the Client s Instruction The Bank shall bear no liability for any loss, damage, costs or expenses that the Client may incur in connection with the Bank following the Instruction submitted to the Bank using the Client s Access Elements (regardless of whether the Instruction was submitted by the Client him/herself, with or without his/her consent or authorization) and the Client agrees to indemnify the Bank for any loss, damage, costs, expense and charges (including the full amount of any counsel s fees) that the Bank may incur in relation to such an Instruction; this provision shall not apply to the Instructions which are payment orders If the Bank proceeds according to the Instruction, the nature of which typically requires that the Bank should employ a third party s service to execute the Instruction, the Bank shall be responsible for damage incurred by the Client in relation to the activities of such a third party if the selection of the third party was not made with due diligence; however, if the third party was selected by the Client, the Bank is not responsible for the damage at all. In this case, then, if it may strengthen the bargaining power of the Client in enforcing the loss indemnification from the third party, the Bank shall assign the relevant rights towards third party to the Client Beyond the notification obligations imposed on the Bank by Legal Regulation and beyond the obligations which the Bank expressly committed itself to contractually, the Bank is not obliged to inform the Client of the usual risks involved in the required banking service or banking product (e.g. risk of loss), nor of other facts that may be relevant to the Client s decision whether or how to require the particular service or product Should the Bank discover that any notice or confirmation delivered to the Client was incorrect as of the date of its issuance, it must notify the latter of this fact without undue delay; if such notification is made after the deadline specified in paragraph 3.2.2, the Client shall be entitled to request the Bank to substantiate such incorrectness. 6. CLIENT S COOPERATION 6.1. Identification and other information Before entering into a contractual relationship with the Bank and for the duration of the same, the Client is obliged, whenever requested by the Bank, to provide the Bank with all the information necessary for the Client s proper identification and to prove his/her identity, or to provide additional information and documents in accordance with the requirements set out particularly in the legislation on money laundering and terrorist financing. The Bank may primarily GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 14

12 request the submission of a valid identity card, a second additional proof or identity or deeds and documents evidencing the facts alleged by the Client, as well as proof of origin and source of the funds or documentation of the purpose and nature of the intended, currently performed or already performed transaction Provision of individual banking services or products may be tied by the Bank to the submission of the requested documents, permits, licences and information by the Client, particularly in relation to discharging certain obligations by the Bank arising from Legal Regulation Communication safety In communication with the Bank, the Client is to follow all the rules and procedures to ensure his/her proper identification and safety of the communication contents. The Client shall take all reasonable measures to protect the Access Elements and ensure they would not be disclosed to third parties, lost or stolen and to prevent falsification, fraud or misuse in connection with the use of the Access Elements If any Access Element is disclosed to a third party, lost, misused, stolen or made an unauthorized use of, or if a suspicion exists regarding the misuse or unauthorized use of an Access Element, the Client shall inform the Bank thereof via the CitiPhone service or in writing without undue delay and immediately stop using this Access Element Notification obligation The Client shall promptly inform the Bank the change in his/her name or surname, permanent address, mailing address, phone number, or any modification or termination of the power of attorney he/she issued and which the Attorney may act upon when dealing with Bank. The Client is also obliged to inform the Bank of any other facts, which may be important for its current or future ability to perform his/her obligations or which may have any other impact on the risks involved in providing the banking services and products to the Client, particularly the threat of insolvency, and any other contingency, e.g. loss, theft or misuse of the application forms, data carriers or means of communication or unauthorized use thereof. This obligation shall also apply to the data which is available and apparent from the public domain Upon execution of the relevant Agreement, the Client is obliged to inform the Bank of any facts which establish a special relationship between him/her and the Bank or between him/her and another member of the Citibank Group, primarily the information about relations to the statutory body members or the senior executives. In addition to these duties, the Client is obliged to perform other notification obligations that arise from the general Legal Regulations (e.g. in connection with the exchange rules or regulations on measures against money laundering and financing of terrorism) Preventing the communication errors All and any Instructions or notices, delivered to the Bank by the Client, shall be clear and indisputable as to their contents. In case of any ambiguity, the Bank is entitled to seek confirmation of the contents of such an Instruction or notice by the Client, which may lead to a delay in their implementation. The client must pay particular attention to the correctness of any of the figures, especially 15 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

13 the bank account number, IBAN and BIC. If the communication is a repetition of the previous Instruction or notice, confirmation or change thereof, these Instructions or notices must be specifically identified as such The Client must always without undue delay get familiar with the contents of every message delivered by the Bank (including the messages sent via CitiPhone or Citibank Online). As regards the statements of bank or asset accounts, credit or card accounts, payment confirmations, accepted or executed Instructions confirmations and similar messages, the Client is obliged to check the data contained therein as to their accuracy and completeness and to immediately advise the Bank of any discrepancies found. The Client shall without undue delay notify the Bank of any failure in the delivery on usual time of regular account statement or other similar periodic communication Assessment With reference to its legal duty to act prudently in providing the banking services and products, the Bank is entitled prior to the conclusion of the Agreement, and at any time during the contractual relationship, to assess the ability of the Client, his/her co-debtors or guarantors, to fulfil their obligations. The Client is obliged to provide the Bank with all the cooperation, which may be requested, primarily to communicate the information and make available all the documents required by the Bank or to arrange for the Bank the access to the necessary information and documents Transaction rejection and account closing The Client expressly agrees to the blocking of any payment or transaction in connection with the Client s bank account where such a payment or transaction might result in the Bank, a Citibank Group member, the Payment Infrastructure Provider or one of the Service Providers being in violation of any requirement under FATCA, IGA, any FFI Agreement, any similar national or international legal requirement or any other similar agreement The Bank or the Client may, at any time, close the Client s account subject to meeting the condition set out in the Legal Regulation governing the method of notification of such act. 7. SET-OFF 7.1. The Bank may at any time set off its overdue claims towards the Client regardless of the currency in which they are denominated and of the legal relationship from which they arise, against any claims of the Client to the Bank, whether due or not, including the claims kept by the Bank on any of the accounts If an Event of Default occurs, the Bank may at any time set off its undue claims to the Client analogously as per paragraph The Bank reserves the right to debit any of the Customer s account held at the Bank with any of its claims to the Client, in particular the amount of Fees and amounts previously credited to or discounted from the Client s account, especially in connection with the acceptance of promissory note, checks and GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 16

14 similar instruments for collection if these amounts are not properly and timely paid by the relevant third parties The Client is entitled to set off his/her due and undue claims to the Bank regardless of the currency in which they are denominated, in the event that: (a) the Bank is insolvent, (b) the relevant claim was granted by a final court decision or the arbitration decision and was not duly and timely paid by the Bank, or (c) existence of the relevant claim was acknowledged by the Bank but not duly and timely paid by the same. 8. INTEREST, EXCHANGE RATES, WITHHOLDINGS, FEES, INDEMNIFICATION AND REIMBURSEMENT OF EXPENSES 8.1. Interest The interest rate shall be determined in the relevant Agreement or Published in the List of Charges or the Interest Rate Sheet pertaining to the particular banking product, either as a fixed interest rate or a variable interest rate. Unless otherwise expressly specified, the interest rate is stated as annual (p.a.). The interest rate arranged directly in the Agreement always takes priority over the rate Published in the List of Charges or the Interest Rate Sheet If the Client is in default with payment of any sum of money to the Bank, he/she shall be obliged to pay the late interest at the amount specified in the relevant Agreement or List of Charges, or otherwise as provided for in Legal Regulation If agreed, the Bank may request a contractual penalty or a violation fee specified in the List of Charges from the Client who has breached his/her contractual obligations to the Bank. Unless otherwise explicitly agreed and in addition to the contractual penalty or the violation fee, the Bank may request the Client to indemnify the former entirely for damages due to breaching the obligation which the penalty or the fee pertains to If an Event of Default occurs and the Agreement is subsequently terminated between the Client and the Bank, the Bank shall be entitled to charge the Client the relevant interests for the due but unpaid claims, with the interest rate specified in the List of Charges or the Interest Rate Sheet. The authorisation of the Bank mentioned in the previous sentence shall survive the termination of the Agreement Exchange rates The Bank performs the conversion between various currencies using the foreign exchange rates announced by the Bank in the List of Foreign Exchange Rate. The foreign exchange rates announced by the Bank are based on the reference exchange rates. The Bank may, unilaterally and without prior notice, at any time amend the announced foreign exchange rates if such a change is based on the altered reference exchange rates. Information on the amended foreign exchange rate shall be Published by the Bank at the latest at the moment the changed foreign exchange rate becomes effective. 17 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

15 If for any reason a payment transaction is made in a currency other than the one in which the banking service should be provided (in particular the loan or account currency) the conversion of currencies shall be made according to the List of Foreign Exchange Rate valid at the time of the execution of the payment transaction, the conversion of Czech Crowns into another currency shall use the foreign currency exchange rate SELL, while the conversion of another currency into Czech Crowns shall use the foreign currency exchange rate BUY, and the conversion between two foreign currencies shall use the foreign currency exchange rate MEAN. This provision shall be used analogously for setting off two claims in different currencies Where executing a Payment Transaction via the Citiphone service or where executing a Payment Transaction based on a Payment Order issued via an Establishment involves a conversion between currencies, the transaction order may only be issued up to the amount which the Bank Publishes (or equivalent thereof in other currency). For any higher amounts the Bank reserves the right not to execute such a payment or convert the currencies at a foreign exchange rate other than the current rate according to the Bank s List of Foreign Exchange Rate, with regard to current exchange rate developments on the financial market, if such a foreign exchange rate is more favourable for the Client Deductions and Withholdings All payments which the Client is obliged to make in favour of the Bank shall be free from any deductions due to tax or other obligations, including the withholding taxes at the source or tax advances, unless such deduction is requested from Client by the relevant legislation. If there is such a requested deduction, the amount payable by the Client shall be increased so that after the deduction the Bank receives and is allowed to hold a net amount that is equal to the one it would have received and would have been allowed to keep, if the said deduction had not been made. As regards the payments made by the Bank to the Client, the Bank is not obliged to carry out the increase in the amount for the deductions due to tax or other obligations The Client agrees that the Bank and Citibank Group members may withhold or deduct the Collected Amount which is required be withhold or deducted to comply with Legal Regulation with respect to any payment to the Client or transaction to the credit or debit of the Client s account or any other account. Any Collected Amount shall be timely paid to the relevant Authority in accordance with the relevant requirement. The Client must be notified of such withholding or deduction of the Collected Amount immediately. The Client acknowledges that neither the Bank nor any other Citibank Group member will be obliged to reimburse the Client for any amounts withheld or deducted by the Payment Infrastructure Provider The Client acknowledges that the Bank, Citibank Group members or any Service Providers have no obligation to contest any demand made by any Authority to make the above payments The Bank makes respective tax deductions at source and tax advance payments in accordance with Legal Regulations, unless the respective agreement on the prevention of double taxation provides otherwise and the Client submits to the Bank a confirmation of his/her tax domicile to which the agreement on the prevention of double taxation applies and other documents which the Bank will require in this respect. GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 18

16 8.4. Satisfaction of claims order If the Bank has several payable claims against the Client, the funds which the Bank receives or collects from the Client or any third party to the account of the Client without specifying the debt the funds are to cover, or the funds which the Bank acquires from the collateral realization, will be used to cover such payable claims against the Client in a manner and in order determined by the Bank. The funds designated to cover a specific debt may be used by the Bank to pay the principal and the accessories of the debt in order determined by the Bank, while debt accessories include fees and costs incurred in connection with the banking service from which the main debt arose Fees The Client is obliged to pay for banking services and products Fees under the relevant Agreement or the List of Charges valid as of the day the service or product is provided, unless any other day is stipulated in the List of Charges or the Agreement for determination of the Fee Unless otherwise agreed between the Client and the Bank, the Fees are due and payable as of the day stipulated in the List of Charges or the relevant Agreement Indemnification and reimbursement of expenses The Client is obliged to pay the Bank the following items: (a) all and any costs and expenses incurred in connection with the Event of Default and/or (b) any extraordinary costs and expenses reasonably incurred by the Bank in relation to the banking service or product and which were induced by the Client or through the circumstances on the part of the Client (particularly notarial, judicial, administrative and other fees, cost of documentation, counsel s fee, service fees for experts, tax and economic advisors, translators and interpreters) The Client is obliged to reimburse the Bank, Citibank Group member or any Service Provider for any costs and expenses incurred by the Bank, Citibank Group member or any Service Provider if the Bank, Citibank Group member or any Service Provider used or uses or will have to use their own funds to make a payment to the credit of an Authority which should have been but was not a Collected Amount under paragraph 8.3.2, including any interests and penalties with respect to such costs and expenses. 9. EVENTS OF DEFAULT AND TERMINATION 9.1. Events Of Default The Bank is authorized to adopt specific measures, as defined below, if any of the following Events of Default occurs: (a) the Client breaches any of his/her obligations under the Agreement with the Bank or with any other member of the Citibank Group; (b) the Client is in default with discharging any of his/her debts (financial or nonfinancial) to the Bank or to any other member of the Citibank Group; 19 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

17 (c) if it comes to light that the representation made by the Client to the Bank was false, incorrect or materially incomplete at the time it was made; (d) the Client has not established or failed to top up the required collateral or otherwise failed to meet the contractually agreed conditions of collateral; (e) The Client has not complied with any notification obligation to the Bank under any agreement or other arrangements or under the Legal Regulation or has failed to identify the source of his/her funds or the purpose of the payment transaction; (f) mutual confidence between the Client and the Bank has been seriously undermined as a result of fraudulent or unethical behaviour of the Client; (g) the Client is insolvent or is threatened with insolvency or measures have been taken to initiate the insolvency proceedings or an event occurred that would have a similar effect as those mentioned in this article in accordance with foreign legislation if such legislation is applicable to the assessment of the particular event; (h) the Client has announced his/her intention to stop the discharging of any of his/her obligations or has entered into negotiations with his/her creditor(s) concerning the postponement of the maturity of any of his/her debts; or (i) based on the circumstances on the part of the Client, the fulfilment of the Bank s obligations under the relevant Agreement becomes impossible or illegal for the Bank, due to existence of relevant Legal Regulation applicable to the Bank or the Citibank Group Some consequences of the Event of Default If an Event of Default occurs, the Bank shall be entitled to adopt one or more of the following measures: (a) to require immediate payment of all or any of the Client s debts to the Bank under any contractual relationship between the Bank and the Client in the order specified by the Bank (including all the payment transactions which the Client performed through the relevant Payment Instrument and which have not been charged to account), (b) to make set-off as per paragraph 7.2, (c) to suspend or limit the provision of banking products and services to the Client until the Event of Default is removed and/or its consequences eliminated, or (d) to request the Client to take steps aimed at removal of the Event of Default or causes thereof, in addition, the Bank may also set out a specific procedure whereby the Client is obliged to achieve a desired state Withdrawal from the Agreement The Bank is entitled to withdraw from the Agreement with immediate effect if (a) an Event of Default occurs or (b) the Client fails to comply with measures imposed by the Bank as per item (d) If the Agreement was concluded by means of remote communication, the Client shall be entitled to withdraw from the Agreement without giving a reason thereof within 14 days from the conclusion of the Agreement; if he/she was not provided with information to the extent required by the Civil Code, before the conclusion of the Agreement, he/she shall be entitled to withdraw within 14 days from the day on which the information was additionally provided by the Bank. If the information is found to be misleading, the Client shall be entitled to withdraw GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 20

18 from the Agreement within 3 months of the date on which the Client found out or should have or could have found out the above Termination by notice The Client and the Bank shall be entitled to terminate the Agreement by notice without giving any reasons thereof, in a manner specified in the Agreement or the Product Conditions Settlement after the Agreement termination Unless otherwise agreed, the Bank and the Client, without undue delay after the termination of the contractual obligation, shall be mutually obliged to settle their rights and obligations arising from the Agreement and existing as of the date of termination of the contractual relationship, especially to pay all amounts due, including unpaid loans or any parts thereof. In this case, the Bank shall return a proportion of the price, Fee or other charges for banking services and products only if explicitly provided for by Legal Regulation or the Agreement. After the termination of the contractual obligation, the Client is obliged to return to the Bank, within the time limits established by the Bank, all entrusted objects and items, payment cards, unused checks, checkbooks and other forms and resources that were handed over to the Client by the Bank or a third party in relation to the provision of the banking service or product. 10. MISCELLANEOUS Specific provisions pertaining to the Bank: The Bank is entitled to reject to render the banking service in the event that this may lead to a conflict of interests between the Bank and the Client or between various Clients of the Bank, to a breach of the Bank s legal duty to act prudently or to any other violation of Legal Regulation binding on the members of the Citibank Group All and any obligations shall be discharged by the Bank exclusively in the registered office of its branch (organizační složka) in the Czech Republic, or through its Establishments in the Czech Republic, to the maximum possible extent as permitted by the applicable legislation of the Czech Republic and individual acts binding on the Bank The Bank is entitled, for reasons that are worthy of special consideration, to limit the operation of or close all or some of its Establishments for the most necessary period. The same applies mutatis mutandis to the channels of remote communication with the Clients, including the CitiPhone or Citibank Online services. Information about temporary closure or limitation of its operations shall be Published by the Bank in an appropriate manner The principal activity of the Bank is the provision of financial and investment services The Bank does not provide the Client with any legal, accounting or tax counselling, unless otherwise explicitly specified in the Agreement. 21 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS

19 10.2. Blocking the CitiPhone and Citibank Online services The Bank is entitled to block the CitiPhone or the Citibank Online service: (a) if the available balance of the account to which CitiPhone or Citibank Online has been established drops below the determined minimum balance or reaches an unauthorized debit; (b) if the amount of a payment transaction effected via CitiPhone or Citibank Online exceeds the limit permitted for this service; (c) for CitiPhone or Citibank Online security reasons, especially if a suspicion exists regarding the loss, theft, misuse or unauthorized use of an Access Element (for example, if the Bank is unable to contact the Client, if the frequency or amounts of payment transactions exceed usual volumes, if the CitiPhone or the Citibank Online service is used from an unusual location, or if the Bank suspects that Access Element protection may have failed); (d) in response to a significantly increased risk of the Client being unable to repay the loan that can be drwn through CitiPhone or Citibank Online (for example, if the Client is entered in the any debt register as a client with overdue debts; if the Client defaults on the payment of any loan product provided by the Bank; if the Client s credit lines have been frozen by the Bank etc.); or (e) if the Bank is authorized to take such steps according to other provisions of these Conditions Prior to blocking CitiPhone or Citibank Online services, or - where this is not possible - immediately following such blocking, the Bank shall inform the Client of the fact that the service has been blocked and the underlying reasons for this action. This shall not apply where providing such information might thwart the purpose of blocking or would be in conflict with any Legal Regulation. As soon as the reasons for blocking cease to exist, the Bank shall be obliged to re-activate the service Several persons on the Client s part If there are several persons representing the Client or the collateral provider in a contractual obligation as bound or authorized persons and unless otherwise expressly stated in the relevant agreement, these persons are obliged and entitled under such an agreement jointly and severally. In this case, the Bank shall discharge its obligation if it provides the contractual performance in its entirety to any of these persons even if the performance is divisible; the same also applies in relation to any other obligation of the Bank (e.g. information obligation). The jointly obliged parties undertake to inform one another without undue delay about all facts essential to the contractual relationship with the Bank Language The Client communicates and enters into Agreement with the Bank in Czech. In individual cases the Bank may agree with the Client on the communication or the Agreement concluded in English, Slovak or any other language. If any Agreement is concluded in Czech and other language(s), the Czech version of the document shall prevail over the others, unless otherwise stipulated in the relevant document Governing Law Unless otherwise agreed in writing between the Bank and the Client, all contractual obligations shall be governed by the laws of the Czech Republic. GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS 22

20 The Bank shall follow the laws of the Czech Republic also with respect to the determination and recognition of the public holidays and weekends International agreements and conventions All rights and obligations arising from agreements between the Client and the Bank shall be governed by duly published international treaties and bank practices as long as they are not in contravention of the Czech law. Where such an international agreement and practice differ from the provisions of the Conditions, Rules, Product Conditions and/or the Agreement or are in contravention of these provisions, the provisions of these Conditions, Rules, the Product Conditions or the Agreement shall prevail Settlement of disputes, local court jurisdiction, supervisory authorities The Bank and the Client shall endeavour to settle all legal disputes resulting from their legal relationships through mutual negotiations conducted in good faith and shall attempt to avoid the court proceedings Unless otherwise agreed with the Bank in writing or unless the relevant Legal Regulation sets out exclusive local court jurisdiction, the disputes arising from the contractual relationships between the Bank and the Client shall be heard and subject to the jurisdiction of the following courts: (a) District Court for Prague 1 or its legal successor if the county court has jurisdiction in accordance with Legal Regulation, or (b) Municipal Court for Prague or its legal successor if the regional court has jurisdiction in accordance with Legal Regulation. This arrangement on local jurisdiction covers all the Clients regardless of their citizenship or place of residence Without prejudice to the foregoing provision, the Bank shall be entitled at its discretion - if being the petitioner in non-adversary proceedings and the plaintiff in adversary proceedings - to initiate the proceedings or file an action, not only with the court of the Czech Republic, but also with any foreign court with local jurisdiction over the Client The Client is entitled, if there is no dispute between him/her and the Bank arising from or in relation to (a) provision of the payment services, or (b) offering, providing or brokering the consumer loan within the meaning of Act No. 145/2010 Coll. on Consumer Loans and the Amendment to Certain Other Acts, as amended, to bring the dispute and proposal for settlement thereof in front of the financial arbitrator acting pursuant to Act No. 229/2002 Coll., on Financial Arbitrator, as amended The Client may also file his/her complaint about the banking services with the Czech National Bank, with registered office at Na Příkopě 28, 11503, Prague 1, or The Central Bank of Ireland, with registered office at Dame Street, Dublin 2, PO Box 559, Ireland. The Czech National Bank and The Central Bank of Ireland are responsible for supervision or government control over the Bank operations Severability Should any provision of the Agreement (including any provision of the relevant business terms and conditions) be or become or be held invalid, ostensible or unenforceable in the competent jurisdiction, it shall affect (to the largest extent 23 GENERAL BUSINESS TERMS AND CONDITIONS FOR NATURAL PERSONS