Application and Agreement for AutoPay Services

Transcription

1 Application and Agreement for AutoPay Services Date: D D - M M - Customer Number: To: HSBC Bank Middle East Limited (the Bank, also We, Us and Our ) (the Customer also ou and our ) Together the Parties From: Please select the channel: Channel HSBCnet HSBC CONNECT/SWIFTNet Please select the AutoPay Service required: Credit (Out) Debit (In) Please complete the payment type: (Only applicable for Autopay credit) Payment Type WAGES PROTECTION SSTEM SUPPLIER/OTHER PAMENTS NON-WPS SALAR PAMENTS Establishment/ Employer ID (List all applicable)1 First Party Narrative (Max. 24 Characters) First Party Narrative (Max. 24 Characters) Second Party Narrative (Max. 24 Characters) Second Party Narrative (Max. 24 Characters) 1 Mandatory Fields 2 This account will be debited if the Account does not have sufficient funds If ou are using the Wages Protection System, please complete the Customer Contacts for notifications: Customer Contacts for WPS Notifications* 1 2 Contact Name Address1 Contact Name Mobile Number2 The system-generated notification can be sent to up to 3 recipients. The SMS notification can be sent to only one recipient. and the Central Bank of the United Arab Emirates. Application for AutoPay Services Page 1 of 5

2 In this Agreement the following terms shall have the following meaning: Agreement means these terms and conditions and any documents incorporated by reference; Authorised Person means a person that the Customer has authorised (either alone or in combination with others) to give instructions in relation to AutoPay Services. AutoPay Services means bulk payment transactions for salary payments, salary payments via the Wages Protection System ( WPS ) and supplier/other payments or collections as further described in the Customer Guide. Communication means any form of communication but which shall not include instructions. Customer Guide means the document providing guidance to the customer on the usage of the AutoPay Services (as amended from time to time). Force Majeure Event means: a. any natural event such as flood, storm or earthquake; b. war, civil disturbance or act of terrorism; c. industrial action; d. Act of God; e. action of a government or governmental agency; f. change of law or regulation (or change in the interpretation of law or regulation); g. power or equipment failure or interruption; h. interruption, failure or delay to any Communication or Instruction caused by a third party; or i. anything else beyond the Bank s reasonable control. Group means HSBC Holdings plc, its subsidiaries, related bodies corporate, associated entities and undertakings and any of their branches. Instruction means any communication which is received by the Bank in relation to the AutoPay Services which: a. Contains the necessary information for the Bank to carry out the payment, collection or other act on behalf of the Customer; and b. Has or appears to have been provided by an Authorised Person. Loss means any loss, damages, liability, costs, claims, demands and expenses of any kind whether or not foreseeable. Working Day means a day (other than Friday) on which the Bank is open in the UAE for normal business. In this Agreement references to the singular include the plural and vice versa. Clause headings are included for convenience only and do not affect interpretation. 1. The Bank s General Terms and Conditions for the Operation of Accounts and Electronic Banking Services shall apply to AutoPay Services unless otherwise agreed in writing between the Customer and the Bank ( General Terms and Conditions ). 2. In the event of a conflict between this Agreement and the General Terms and Conditions, this Agreement shall take precedence but only to the extent of the conflict. Instructions: 3. The Customer authorises the Bank to credit payments to the accounts or collect funds from the accounts (as applicable) in accordance with the Instructions. 4. The Customer agrees to provide Instructions in the form which the Bank has advised ou as set out in the Customer Guide, and the Bank shall not be obliged to act on an Instruction provided in any other form. 5. The Bank is entitled to rely on and is not obliged to query any Instruction and the Bank may treat all Instructions received as valid. The Bank may decline or delay to act on an Instruction where the Bank doubts its legality, origination or authorisation. 6. The Bank will make all reasonable efforts to comply with any request made by ou to vary or cancel an Instruction. However, We will not be liable for any failure to do so if We are unable to comply with such a request, for example, because of the time at which it is received. and the Central Bank of the United Arab Emirates. Application for AutoPay Services Page 2 of 5

3 Instructions: 7. The Customer is responsible for the accuracy, completeness and correct transmission of our Instructions and for ensuring they will achieve our intended purpose, including when ou request that We forward information to a third party. The Bank will not be liable to ou where We choose to comply with such a request and ou must ensure that our request will not give rise to any claim against Us. 8. ou acknowledge and accept the risks associated with any particular method in which ou choose to communicate with Us. Wages Protection System: 9. The Customer undertakes to re-submit the correct payment information if the original payment information was rejected. 10. The Customer agrees that the listed Customer Contacts for WPS Notifications accept and are authorised to receive the system-generated and/or SMS notification messages from the Bank. Compliance Activity: 11. The Bank may take and may instruct members of the Group to take, any action which the Bank in its sole discretion consider appropriate to prevent or investigate crime or the potential breach of sanctions regimes or to act in accordance with relevant laws, regulations, sanctions regimes, international and national guidance, relevant Group procedures and/or the direction of any public, regulatory or industry body relevant to any member of the Group. This includes the interception and investigation of any Communication or Instruction and the making of further enquiries as to whether a person or entity is subject to any sanctions regime ( Compliance Activity ). Fees and Charges: 12. The Customer shall pay the Bank fees, costs, charges, interest and expenses in connection with the AutoPay Services. These will be the Bank s standard fees and charges unless We separately agree different fees and charges with ou. We may change the fees and charges either with reasonable notice to ou or immediately with our agreement. Payment of all fees and charges will be free of any deduction or withholding of tax or other charges so We receive the full amount of such fees and charges. 13. The Bank may debit fees, costs, charges, interest and expenses payable from any account advised by the Customer for such purposes. However, in the event of our breach of this Agreement, our insolvency, or where acting in accordance with our Instructions is not possible, We may debit fees and charges owed by ou to Us from any account ou have with Us or any other member of the Group. If ou fail to pay any amount due in relation to the AutoPay Services, ou shall, to the extent permitted under applicable law, pay Us interest and charges on the overdue amount at the rate We determine, unless otherwise agreed, acting reasonably and in good faith. Liability: 14. Subject to Clauses 15 to 21 neither the Bank nor any member of the Group shall be liable for any Loss other than that which is foreseeable and directly results from the Bank s gross negligence or wilful misconduct (an Actionable Loss ). 15. Neither the Bank nor any member of the Group shall be liable for: a. any consequential or indirect Losses; or b. Loss representing loss of business or profits or data, however that Loss may arise. 16. The Parties shall not be liable for any Loss caused by a Force Majeure Event. If either Party is prevented or delayed in the performance of any of its obligations in relation to the AutoPay Services by a Force Majeure Event, such Party shall as soon as reasonably practicable notify the other of the existence of the Force Majeure Event. 17. The Bank s duty or the duty of any member of the Group to act upon any Instruction or Communication, or perform any obligation, shall be suspended to the extent that and for as long as the Bank and/or Group is prevented or restricted from doing so by a Force Majeure Event. 18. Neither the Bank nor any other member of the Group shall be liable for any Loss suffered by any party arising from: a. any delay or failure by the Bank or any member of the Group in performing its obligations in relation to the AutoPay Services, which is caused in whole or in part by Compliance Activity; or b. the exercise of any of Our rights under Clause The Bank and any other member of the Group shall only be liable for the acts of any sub-contractors, agents or third parties used by the Bank to the extent that such Losses can be recovered from the relevant agent or third party. and the Central Bank of the United Arab Emirates. Application for AutoPay Services Page 3 of 5

4 Liability: 20. Notwithstanding the limit set out in Clause 21 where an Actionable Loss relates to all or part of the principal amount payable in accordance with an Instruction (the Lost Principal ), the Bank or another member of the Group shall be liable for the Lost Principal and any interest which might reasonably have been earned in relation to the Lost Principal, subject to a reduction in cases where interest or charges were not incurred as a result of the Actionable Loss, or in cases where interest would not otherwise have been earned. 21. To the maximum extent permitted by law, the Bank s liability and the liability of each other member of the Group to the Customer whether in contract, tort, under statute or otherwise under and/or in connection with the AutoPay Services shall not exceed, in aggregate, USD 1 million in any calendar year. 22. The Customer shall indemnify the Bank against any Loss arising from or in connection with: a. the Bank s proper performance in relation to the AutoPay Services; b. any breach of this Agreement; and c. the Bank acting or declining to act in accordance with any Instructions. General: 23. Either Party can terminate this Agreement by giving 30 days prior written notice to the other. Any liabilities owing to the Bank thereunder will become immediately due and payable on termination. 24. The Bank may make amendments to this Agreement which will become effective on the expiry of 45 days notice to ou. Any such notice may be given to ou in writing or by publishing such amendments on Our website at However, We may, in exceptional circumstances, make amendments to the Agreement at any time in order to comply with any law or regulation, which will become effective immediately on notice to ou. 25. In the event that any Party fails or delays to exercise a right under the Agreement, that Party may still exercise that right later. Any waiver of any right shall be in writing and limited to the specific circumstances. 26. Each provision of the Agreement is severable and if any provision is or becomes illegal, invalid or unenforceable in any jurisdiction or in relation to any particular AutoPay Service, then that provision is severed only in that particular jurisdiction or in relation to that particular AutoPay Service. All other provisions shall continue to have effect. 27. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai. 28. Both Parties to this Agreement submit to the non-exclusive jurisdiction of the courts of Dubai. Signature by the Customer on this Application and Agreement shall constitute acceptance of this Agreement herein, as amended from time to time. Signed by/for and on behalf of the customer Authorised Signature(s) and seal Full Name and Title Authorised Signature(s) and seal Full Name and Title and the Central Bank of the United Arab Emirates. Application for AutoPay Services Page 4 of 5

5 For Bank Use Only ( For Credit) Signature verified and data input by WPS Salary Payments Supplier/Other Payments Non-WPS Salary Payments Payment Set No s Payment Set No s Payment Set No s Primary Account No: Primary Account No: Primary Account No: Date Auto Dr Account No: Auto Dr Account No: Auto Dr Account No: Input Medium Periodicity X Input Medium Periodicity X Input Medium Periodicity X For Bank Use Only ( For Debit) Signature verified and data input by Payment Set Code Primary Account No: Date Input Medium Periodicity X and the Central Bank of the United Arab Emirates. Application for AutoPay Services Page 5 of 5 Designed and produced by HSBC Global Publishing Services _68049_3368