GENERAL BUSINESS TERMS AND CONDITIONS FOR PERFORMACE OF BANKING DEALS PART ONE GENERAL PROVISIONS Article 1 Initial Provisions 1. The present General Business Terms and Conditions for Performance of Banking Deals (hereinafter referred to as the GBT&C ) regulate legal relations between UniCredit Bank Czech Republic and Slovakia, a.s., Želetavská 1525/1, 140 92 Praha 4 - Michle, Company ID No.: 649 48 242, Register maintained by the Municipal Court in Prague, part: B, entry: 3608, organizational unit (branch of a foreign bank): UniCredit Bank Czech Republic and Slovakia, a.s., pobočka zahraničnej banky, Šancová 1/A, 813 33 Bratislava, Company ID No.: 47 251 336, Register maintained by the District Court in Bratislava I, part: Po, entry: 2310/B (hereinafter referred to as the Bank ) and the Client within performance of banking deals by way of an organisational unit in the Slovak Republic. 2. The present GBT&C lay down a part of contents of Contract concluded between the Bank and the Client. The Contract specifies the contents of rights and obligations (commitments) of the Bank and the Client in providing Banking Deals and method of concluding Banking Deals, unless otherwise follows from an agreement between the Bank and the Client. The GBT&C constitute a part of any Contract concluded between the Bank and the Client in connection with the relevant Banking Deal, without regard to whether the Banking Product is regulated herein or not. 3. In the extent in which provisions of written Contract concluded between the Bank and the Client in connection with a certain Banking Deal differ from Special Business Terms and Conditions, which can regulate relationships between the Bank and the Client for selected Banking Products and to which such written Contract refers, and from provisions of the present GBT&C, there shall be decisive provisions of such written Contract, Special Business Terms and Conditions and the GBT&C (with preference of provisions of special parts over general or final provisions) and that in the order specified herein. 4. If Special Business Terms and Conditions contain regulation different from the GBT&C, such a regulation shall prevail over the GBT&C, except for the cases specified herein. If, in connection with a certain Banking Product, some legal relationships between the Bank and the Client are regulated differently in several Special Business Terms and Conditions issued by the Bank, the regulation of these legal relationships contained in the Special Business Terms and Conditions, which expressly stipulate that their provisions shall prevail over other provisions, which are specifically determined by the Special Business Terms and Provisions, in case of a different regulation of legal relationships between the Bank and the Client, shall be always decisive. 5. All legal relationships not regulated by the Contract, the present GBT&C or Special Business Terms and Conditions shall be governed by valid generally binding legal regulations of the Slovak Republic.
Article 2 Definition of Basic Terms 1. Terms provided in this Articles whose meaning is determined anywhere in the text hereof shall have the meaning provided therein, as well as in other place herein, as well as in Special Business Terms and Conditions and in Contracts or documentation connected with Contracts, unless otherwise required by the context. This shall apply similarly also to the meaning of terms introduced for abbreviated indication of a certain expression. If, in connection with determination of meaning of a certain term, there is used upper case initial letter in such term, then it is solely for the purpose of simplifying the orientation in the text and the term shall have the same meaning also with lower case initial letter, unless otherwise follows from the context. Unless otherwise follows from the context, terms in singular shall also include plural and vice versa. Banking Deal shall mean origin, change or cessation of obligation legal relationships between the Bank and the Client and any operations connected with bank activities including Disposal of Deposits. Banking Day shall mean a working day when the Bank and other financial institutions participating in performance of payment transaction perform Banking Deals in the extent of their permit, possibly perform other activities and provide other services in the extent of their line of business and such a day is not a bank holiday or rest day. Banking Day shall not be for instance: days off, bank holidays, rest days, and days declared as non-banking days by the Bank by Publication. Banking Product shall mean a product and service of the Bank, which the Bank provides to the Client within the framework of Banking Deals on the basis of contract. Bank Secret the subject-matter of the bank secret shall be all the information and documents about matters concerning the Client of the Bank, which are not publicly available, especially information about deals, balances on Accounts and balances of Deposits. Information and documents about matters protected by the Bank Secret can be provided by the Bank to third parties only with prior written consent of the relevant Client or upon written Instruction of the relevant Client, unless otherwise provided for in the Act on Banks. Current Account shall mean an account established by the Bank for its Owner (in his first name and surname, if natural person, business name or name, if legal entity) until a certain period of time and in the agreed currency on the basis of written contract on current account. Unless otherwise implied by the relevant contract on current account, the Current Account is a Payment Account and the contract on current account is a Framework Agreement at the same time (i.e. performance of payment transactions not specified individually in the contract) in compliance with the Act on Payment Services. Special type of Current Account shall be any other type of account, which the Bank will offer to Clients, e.g.: Savings Account and Reference Account. Price List shall mean Price List of Bank's Services for Citizens and Price List of Bank's Services for Entrepreneurs, Price List of Bank's Services for Companies and Price List of Bank's Services for Private Clients, valid and effective in the current wording by Publication. Deposit Re-Establishment Date shall mean the day following after the last day of Restriction Period, if there is agreed repetition of the Restriction Period. 2
Deposit Establishment Date shall mean the date of conclusion of agreement on deposit to Deposit Account, unless other Deposit Establishment Date is agreed in such an agreement as a start of the Restriction Period. Due date of the deposits open for the fixed period of time defined in days, it is the day following the last day of the fixed period of time. The due date of the deposits open for the fixed period of time defined in months it is the day the identification, or number of which corresponds to the day, when the deposit was open. If there is no such day in the month, the due date will fall on the last day of such month. If the due date falls on the day that is not the business day of the bank, the due data will be the following business day of the bank. However, each next due date shall be counted from the last due date (the day of the repeated opening of the deposit). The due date defined in this way will be applied unless the due date is agreed otherwise herein, or in the Agreement Discrete data shall mean data used to verify Client s identity in communication with the Bank via telephone or other electronic means, as agreed between the Bank and the Client. Discrete data shall also mean a password, if agreed between the Bank and the Client. Disposable Balance shall mean current balance on the Account with which the Account Owner or Authorised Person shall be entitled to dispose. Restriction Period shall mean a period, which starts on the Deposit Establishment Date and ends on the day preceding the Maturity Date. Confidential Information shall mean all the information concerning Clients of the Bank, which the Bank acquired about Clients during or in connection with performance of banking activities (bank information), including information being subject-matter of Bank Secret pursuant to the Act on Banks, trade secret pursuant to the Commercial Code or which is Personal Data, as well as all the other information on the legal status or economic and financial situation and activity of the Client. Financial Note shall mean a security with unconditional promise of drawer being the Bank to pay entitled person specified in the note a financial sum indicated in the note within maturity date of the note. The Bank shall issue Financial Note on the basis of conclusion of a special contract against receipt of Client's Deposit. Client shall mean natural person or legal entity, which is in obligation relationship with the Bank and/or to which the Bank provides or will provide Banking Products and/or with which the Bank negotiated about conclusion of Banking Deal, although the Banking Deal did not take place and/or which is no longer a Client of the Bank. The term Client shall also mean Client - Consumer, unless otherwise provided. Client Consumer shall mean Client being consumer pursuant to special legal regulations. The Bank shall not consider any legal entity or any natural person entrepreneur to be the Client Consumer, not even if such a person employs less than ten people and its yearly turnover or total yearly balance amount is up to EUR 2,000,000. Account Owner shall mean natural person or legal entity, who/which concluded Contract with the Bank, in whose name or in which business name the account is denominated, and who/which is entitled to perform all the legal acts with the Account and/or financial means on the Account. 3
Minimum Balance shall mean minimum amount of financial means on the Account or Bankbook determined by the Bank, which the Client shall be obliged to observe in compliance with the Basic Terms and Conditions of Accepting Deposits. Disposal of Deposit shall mean any establishment, deposition, transfer, withdrawal or cancellation of the Deposit, its assignment or pledging, limiting its payment, allowing use of the Deposit to other (third) person, as well as any change of terms and conditions of deposition of the deposit. Civil Code shall mean Act No. 40/ 1964 Coll. Civil Code as amended. Civil Court Order shall mean Act No. 99/1963 Coll. Civil Court Order as amended. Business Place shall mean organisational unit of the Bank Business Premises shall mean premises of Business Places, possibly also other administrative premises of the Bank in which there are usually concluded legal relationships between the Bank and the Client. Business Premises shall be deemed as a place of performance. For all the legal relationships between the Client or a third party and the Bank, there shall apply the law valid in the place of performance, unless otherwise agreed between the Client and the Bank. Commercial Code shall mean Act No. 513/1991 Coll. Commercial Code as amended Authorised Person shall mean natural person authorised by the Client in Specimen Signature or by special power of attorney for legal acts towards the Bank, signed by the Client in front of an employee of the Bank or with officially certified signature of the Client or another person authorized to dispose of the Client s funds on the basis of another permit. Special Business Terms and Conditions shall mean terms and conditions of the Bank issued to selected Banking Deals, which regulate relationships between the Bank and the Client. Personal Data shall mean personal data of the Client natural person pursuant to the Act on Personal Data Protection as amended, which the Bank acquired about the Client during or in connection with performance of Banking Deals. Specimen Signature shall mean a form of the Bank, which contains specimen signatures of persons and/or other identification of persons who are authorised by the Account Owner, by filling up the form, to dispose of financial means on his Account, determination of method of disposal of financial means on his Account by such persons, delivery and receipt of documents; correctness of data provided in the Specimen Signature and authenticity of signatures of these persons shall be confirmed by the Account Owner in his signature. Bank's Claim shall mean right of the Bank for financial performance towards the Client. Deposit Insurance shall mean insurance of deposits/protection of deposits pursuant to Act No. 21/1992 Coll. on banks as amended valid in the Czech Republic. Instruction shall mean an order, Payment Order, or any request of the Client delivered to the Bank in connection with performance of Banking Deals. 4
Charges shall mean charges determined in the Contract, in other contracts, in Special Business Terms and Conditions, in the GBT&C and in the Price List, which the Bank charges in the amount according to the Price List valid on the day of performance of the charged operation, unless otherwise agreed between the Bank and the Client. Authorised Overdraft shall mean a form of consumer loan which allows the Client Consumer to dispose of funds beyond the current balance of the Client's Current Account maintained in the Bank. Framework Agreement shall mean any Contract, without regard to its identification, the subject of which is provision of Payment Services (for instance: contract on current account, contract on issuance and use of payment card). The relevant contract, Special Business Terms and Conditions to the relevant Banking Product, GBT&C, Price List and other documents whose contents relate to the relevant Banking Deals and which are Published shall constitute an inseparable part of the Framework Agreement depending on the Banking Products provided. Reference Account shall mean a Current Account, which will be established by the Bank for the Client in the contract on deposit account and which is intended for performance of payment services directly related with creation of Deposits on the Deposit Account and receiving payments from the Deposit Account. Complaint Code shall mean regulation of the Bank regulating procedures of accepting, recording and handling complaints, which the Bank shall be entitled to modify and shall inform the Client about its modifications by Publication. Court of Arbitration shall mean the Standing Court of Arbitration of the Slovak Banking Association established pursuant to special legal regulations by the Slovak Banking Association with its seat at Rajská 15/A, 811 08 Bratislava, IČO (Corporate Identification No.): 30 813 182, which was established on 1.7.2003. Bank's Group shall mean all the persons who have any direct or indirect property share in the Bank and then all the persons in which any person referred to in the previous part of the sentence has any direct or indirect property share and if the relevant person does not create registered capital, then a share in voting rights. The Bank's Group shall further include all the persons in which the Bank has any direct or indirect property share and if the relevant person does not create registered capital, then a share in voting rights. Client's Group shall mean all the persons who pursuant to relevant provisions of the Commercial Code are controlled by the Client, who pursuant to the Commercial Code control the Client or who are jointly with the Client controlled by a third party. Electronic Banking Service shall mean a service provided by the Bank which allows remote communication of the Client or other authorised person with the Bank through a special technical and software equipment in the extent of active operations and/or passive operations. Joint Deposit shall mean Deposit of two or several Clients who have same rights and obligations with regard to the Deposit. Account shall mean Current Account or other account of the Client, which was established by the Bank for the Client on the basis of a written Contract on Current Account and which is used for performance of payment transactions. 5
Interest Rate shall mean a rate on the basis of which there are calculated interests, which the Client shall be obliged to pay the Bank on loan or which the Bank shall be obliged to pay to the Client on Deposit; the Bank is Publishing the current amount of the Interest Rate of the Banking Deals; for the purposes of performance of obligations pursuant to the Act on Banks it shall be deemed as agreed that change of the amount of the Interest Rate shall come into force on the date of Publication, unless otherwise agreed. Publication shall mean disclosure of document or information in publicly accessible Business Premises and/or through the Electronic Banking Services and/or on the Internet site of the Bank and/or in other, after Bank's consideration, suitable form or in other suitable form agreed with the Client, whereby the document or information shall come in force, unless otherwise provided by a special act. Deposit shall mean financial means entrusted with the Bank, which represent obligation of the Bank towards the Client to pay them. Deposit Account shall mean an account established by the Bank for its Owner in the agreed currency on the basis of a written Contract on Deposit Account and it shall pay interest on the financial means on such an account. The Deposit Account cannot be used for performance of cashless payment transactions, except for crediting Deposits in the form of a transfer from an Account within the Bank. Bankbook shall mean a security, which contains confirmation of the Bank on receipt of the Deposit, its amount, changes and final balance. Bankbook cannot be used for performance of cashless payment system, except for crediting Deposits in a form of transfer from an Account within the Slovak Republic. GBT&C shall mean the present General Business Terms and Conditions of the Bank. Selected Acts for Blind Clients shall mean acts with blind Clients when there is required submission of Notarial Deed on authorisation of other not blind person who will act and sign on his behalf. There are considered mainly the following acts: conclusion of any loan contract, conclusion of any Contract, withdrawals and transfers of financial means. Security shall mean any power of pledge, retention right, assignment or other security or any other agreement having effect of a security. Basic Deposit shall mean a minimum amount of financial means, which the Bank accepts as the first deposit to the Account or Bankbook as at establishment of the Account or Bankbook. Act on Banks shall mean Act No. 483/2001 Coll. on Banks and on Modification and Amendment of Certain Acts as amended. Act on Personal Data Protection shall mean Act No. 122/2013 Coll on Personal Data Protection and on Modification and Amendment of Certain Acts as amended. Act on Deposits Protection shall mean Act No. 118/1996 Coll. on Deposits Protection and on Modification and Amendment of Certain Acts as amended. Act on Payment Services shall mean Act No. 492/2009 Coll. on Payment Services and on Modification and Amendment of Certain Acts. 6
Act on the Protection against Criminal Income Legalisation and Terrorism Financing shall mean Act No. 297/2008 Coll. on the Protection against Criminal Income Legalisation and Terrorism Financing and on Modification and Amendment of Certain Acts as amended. Labour Code shall mean Act No. 311/2001 Coll. Labour Code as amended. Notes and Cheque Act shall mean Act No. 191/1950 Coll. as amended. Legal Representative shall mean legal representative of minor or other person, namely parent of child, adoptive parent or other person appointed by public authority body pursuant to generally binding legal regulations. Contract shall mean a legal act, which determines the contents of rights and obligations (commitments) of the Bank and the Client in providing Banking Deals and method of conclusion of Banking Deals and which was binding until effect of the present GBT&C and/or will be binding after effect of the present GBT&C for the Bank and the Client. Contract on Current Account shall mean a contract on current account pursuant to Article 708 through Article 715 of the Commercial Code. Contract on Deposit shall mean a contract, which arises by deposition of funds as a Deposit by the Client with the Bank and by acceptance of the Deposit by the Bank in compliance with Article 778 through Article 780 of the Civil Code. Contract on Deposit Account shall mean a contract on deposit account pursuant to Article 716 through Article 719a of the Commercial Code. Account Cancellation shall mean an act of the Bank by which, in case of termination of contractual relationship between the Bank and the Client, there is performed technical cancellation of maintenance of the Account in the Bank's information system. Information on the cancelled Account and/or Deposit Account and documentation to them is being stored by the Bank during the period of time determined by generally binding legal regulations. 2. Headings used in the present GBT&C or in the Contract, a part of contents of which they determine, are used only for easier orientation in the text and they shall not have influence on the interpretation of the present GBT&C or the Contract a part of contents of which they determine. 3. Reference to generally binding legal regulation shall mean a generally binding legal regulation in its valid and effective wording. PART TWO COMMON PROVISIONS Chapter One BANKING DEALS Article 3 Origin, Change and Cessation of Obligation Relationships 1. The Bank shall perform Banking Deals with its Clients on the basis of a contract. 2. The obligation relationship shall arise by conclusion of a written Contract, also in cases when generally binding legal regulations do not require written form, between the Bank and the Client for the relevant Banking Deal, unless otherwise provided in the present 7
GBT&C. The obligation relationship between the Bank and the Client can arise also on the basis of an agreement made through telephone or other electronic means, which allow recording of the contents of legal act and determination (identification) of the Client. 3. Changes of the obligation relationship between the Bank and the Client based on a Contract can be made: a) on the basis of an agreement of both parties in writing, whereas the change must be signed by both parties, on the basis of an agreement carried out via telephone or other electronic means enabling to capture contents of a legal act and identification of the Client, except for change of the present GBT&C pursuant to Article 51 paragraph 3 hereof, unless otherwise agreed; or b) if a claim from the Account, Deposit Account or the Bankbook passed to a different person (change of Account Owner) in a manner not requiring consent of the Bank. In such case, the Bank requires proving of legal cause on the basis of which the change was made. 4. All Contracts concluded between the Bank and the Client shall be worked out in such number of counterparts that every party will receive per one counterpart, unless otherwise provided for in the Contract. 5. Unless otherwise agreed between the Client and the Bank in writing and if not otherwise provided for in generally binding legal regulations, both the Client and the Bank shall be entitled to anytime, for whatsoever reason or even without giving any reason, to fully terminate the obligation relationship. The termination shall take effect on the date of its delivery to the other Party, unless otherwise provided in the present GBT&C or in the Contract. 6. The Bank shall be entitled to terminate the relevant Contract with immediate effect by a written notice if the Client provably acted in a fraudulent manner or in case of breach of contractual terms and conditions provided in the relevant Contract. 7. The Bank shall be entitled to withdraw from the Contract, in particular if: a) the Client provided incorrect data or withheld data about his property relations or other significant data necessary for conclusion or duration of the contractual relationship between him and the Bank, or b) the Client breached provisions of the Contract in a serious way, or c) there is a reasonable suspicion of the Bank, that actions of the Client are not in compliance with valid generally binding legal regulations or he is trying to circumvent them, or his actions are at variance with good manners or with principles of honest business connections or there occurred significant changes in conditions of the Client, which do not give a guarantee of performance of the Contract, or d) termination of the business relation is imposed by the generally binding legal regulations regarding protection against criminal income legalisation and terrorism financing or in case of violation of obligations or application of restrictions resulting from the generally binding legal regulations on implementation of international sanctions, or e) there occurred significant unfavourable changes in property conditions of the Client or satisfaction of Bank's Claims is otherwise endangered according to the Bank's judgement, or f) the Client failed to provide, even after call of the Bank to do so, corresponding Security or failed to replenish existing Security, or g) the Client settled his monetary obligations towards other banks, provided other banks with more favourable Security than he provided the Bank or offered in favour of other banks Security whereby he made fulfilment of his obligations towards the Bank more difficult, or h) the Client revoked some of the consent granted under Article 6 hereof and revocation of such consent prevents the Bank to continue in proper fulfilment of its obligations resulting herefrom due to legislative or operational reasons, or 8
i) there commences judicial proceedings towards the Bank, which will relate to any obligation relationship between the Bank and the Client, or j) the Client or persons directly or indirectly controlling the Client (hereinafter referred to as the Responsible Persons ) will, for the duration hereof, included in the Sanctions Lists or other similar lists (hereinafter referred to as the Sanctions Lists ) issued by (i) European Union or some of its member states, (ii) United States of America, (iii) United Nations Organization, (iv) Slovak Republic or (v) Czech Republic (hereinafter referred to as the Entitled Persons ), or k) the Authorized persons will (otherwise than by inclusion in the Sanctions Lists) publicly declare sanctions (hereinafter referred to as Sanction Declaration ) towards Responsible Persons, or l) the Performance granted to the Client or to another person assigned by the Client to act on his behalf and at his account will be directly or indirectly utilized in favour of a third person (i) included by an Entitled Person in the Sanctions Lists, or (ii) towards whom an Entitled Person implemented a Sanctions Declaration. The Bank and the Client agree that upon withdrawal from the Contract under this point, the Contract shall be cancelled as of the day when the Bank s expression of will is delivered to the Client. If such circumstances occur which entitle the Bank to withdraw from the Contract, the Bank shall also be entitled to accelerate the loan (to call the early maturity of the loan), if there is a credit relationship with the Client. 8. The Bank and the Client shall be obliged, as at the date of termination of obligation relationship, to make all the acts required to prevent origin of damage. The Client shall be obliged, upon call of the Bank and without undue delay, to pay the Bank any obligations, which arose during validity of the obligation relationship and which will emerge after its termination, unless otherwise provided for by a special act. 9. The present GBT&C shall be valid also after termination of the obligation relationship of the Client and the Bank until full settlement of their mutual relationships. 10. Provisions of paragraphs 5 through 9 of this Article shall always supplement provisions regarding cessation of legal relationships provided in the Contract and/or in the Part Three hereof. Article 4 Acting of the Client and Proving Identity 1. Only natural person older than 18 years of age shall have the capacity to enter into Banking Deals in own name, unless such person was deprived of the capacity to enter into legal transactions, or the person's capacity has been limited by valid court decision. Legal representative (in case of minor, the Bank shall be entitled to require that both legal representatives will act on behalf of the minor jointly or that relevant decision of a court will be submitted to the Bank) or appointed representative shall act towards the Bank on behalf of persons not having full capacity to enter into legal transactions, whereas the legal representative or appointed representative shall be obliged to submit the Bank originals of documents proving his authority to act on behalf of the incapable person. Client natural person entrepreneur shall act in relation to the Bank in person or trough a representative. 2. Client natural person not capable of reading or writing shall be obliged to make written legal act in relation to the Bank in a form of Notarial Deed on authorisation of other person who will act and sign in his behalf. Person who will be so authorised by the Client natural person unable to read or write can act independently in case of legal acts listed in the power of attorney. The Notarial Deed is not required if such Client has the ability to familiarise himself with the contents of legal act by using tools or special aids or through accompanying person selected by him and if he is able to sign the document in own 9
hand. The Bank shall check identity also of the accompanying person, namely by valid identity document. 3. Statutory body and/or other person authorised to act on behalf of legal entity (e.g.: proxy, liquidator and the like) shall act on behalf of legal entity being recorded in the Commercial Register or other register determined by the act, and that in the manner laid down by valid and current extract from the Commercial Register or other register determined by the act (the Bank shall be entitled to determine if the extract is current). 4. In case of legal entity not being recorded in the Commercial Register or other register determined by the act, the statutory body, i.e. persons who are authorised to do so according to the deed on establishment of the legal entity or according to other corresponding deeds in compliance with relevant valid generally binding legal regulations, shall act on behalf of such legal entity. 5. In case of change in composition of the statutory body of a legal entity, such change shall be effective towards the Bank in the moment of submission to the Bank of original or officially certified copy of valid decision of such body, which is authorised to make such change. This provision shall be without prejudice to the obligation of the Client to put record in the Commercial Register or other register determined by the law in compliance with factual legal status, as well as to the obligation of the Client to submit the Bank, without undue delay after making change in the Commercial Register or other register determined by the law, new extract from such register. The Bank shall be entitled to assess credibility and sufficiency of submitted documents at own discretion. 6. Both natural person and legal entity shall be entitled to be represented for legal act by representative on the basis of written power of attorney. The power of attorney must be sufficiently certain, it must be obvious from the power of attorney who is represented and who is representative, and for what legal acts it is granted. The Bank shall be entitled to assess definiteness of the power of attorney at own discretion. Signature of the donor of power on the power of attorney must be officially certified. The Client undertakes to notify the Bank without undue delay about termination of validity of the power of attorney or about any change of the power of attorney. The Bank shall not be obliged to accept and allow the Client to act in relation to the Bank on the basis of general power of attorney or such power of attorney, which allows doubts as for the scope of authorisation of the representative. 7. If the power of attorney is issued outside the territory of the Slovak Republic, signature on the power of attorney shall be certified by a person authorised to perform certification of signatures in a country where the power of attorney was issued. The Bank shall be entitled to require that such a power of attorney will be officially certified and equipped with a higher verification in compliance with international treaties binding for the Slovak Republic and official translated into the Slovak language. This shall apply similarly to any other foreign public documents. 8. For every Banking Deal, the Bank shall be obliged to require proving the identity of the Client, unless otherwise provided for in a special regulation. The Client shall be obliged to satisfy every such request of the Bank. The Bank shall be obliged to refuse to perform Banking Deal with preserving anonymity of the Client. 9. For every Banking Deal, the Client natural person shall prove his identity by valid identity document or by his signature, if such Client is personally known and if his signature is beyond any doubts corresponding with signature of the Client in the Specimen Signature filed with the Bank, when the Client proved his identity by valid identity document when signing the Specimen Signature. For the purposes of protection of Client's property, the Bank shall be entitled to require, for proving identity of the Client, even several official documents certifying identity of the Client or answering to supplementary information concerning Accounts or Bank Products, which the Bank maintains for the Client. 10
10. During performance of Banking Deal through technical devices, the Client shall prove his identity by special identification number or similar code assigned to the Client by the Bank and by authentication data to be agreed by the Bank with the Client, or by electronic signature. 11. If representative acts on behalf of the Client, whether on the basis of law or on the basis of power of attorney, the Bank shall check identity of the representative, as well as document according to which the authorisation for representation is obvious. Natural person acting on behalf of legal entity shall prove identity in the same manner as the Client natural person. In case of minor Client who does not have identity document, the Bank shall check identity of legal representative who is submitting document from which his authorisation for representation is obvious, as well as birth certificate of the minor Client (document corresponding with birth certificate, if the minor Client was born outside the territory of the Slovak Republic) or extract from the book of births or, if the representative is appointed by decision of a court, written declaration of the court on the scope in which he is authorised to act on behalf of the minor Client (decision of a court). 12. For the purposes of proving identity in case of Banking Deal mainly the following shall be deemed as a document of identity: ID, passport, document of residence permit in case of alien or identity document of citizens of Member States of European Communities (European Union) at the discretion of the Bank. The Bank shall be entitled, in cases determined by the Bank, to require from the Client supplementary identity document. The Client agrees that the Bank will make copy of the identity document, which the Client submitted to the Bank, and to store such copy within the framework of information about the Client. The Bank shall be entitled to assess at own discretion sufficiency and credibility of documents submitted by the Client with the aim to prove his identity and facts provided by the Client. If the Bank is not able, on the basis of submitted documents, to duly identify the Client, the Bank shall be entitled to refuse to conclude Banking Deal. In such case, the Bank shall bear no liability for damage or detriment suffered by the Client in relation to that. 13. In order to prove tax domicile, the Client shall be obliged to submit the Bank confirmation of his tax domicile issued by tax authority of the country where the Client has his registered seat or residence. Article 5 Information Duties of the Client 1. The Client shall be obliged to prove his identity or provide the Bank with document on its establishment and legal existence (document proving juridical subjectivity, whereas the Bank shall be entitled to determine topicality of such document) as at conclusion of any Banking Deal and anytime when required by the Bank during validity of the obligation relationship. The Client shall be obliged to submit documents by which the Client proves to the Bank, pursuant to Article 13 paragraph 4 hereof, his identity or his establishment and legal existence and authorisation to act in the form of original or officially certified copy. The Bank shall be entitled to require that transcript of documents and signatures on documents will be officially certified in compliance with valid generally binding legal regulations. 2. The Client who is recorded in the Commercial Register shall be obliged, without undue delay after any changes of facts being subject-matter of record in the Commercial Register, to take acts leading to harmonisation of record in the Commercial Register with actual legal status and to submit the Bank the current extract from the Commercial Register, immediately after recording the required changes in the Commercial Register. The present provision shall apply accordingly to changes concerning records in the Trade Register or in other register determined by law. 11
3. The Client shall be obliged to notify the Bank, without undue delay, about any changes of data provided by the Client to the Bank in connection with the Banking Deals being performed between the Bank and the Client and to submit the Bank documents sufficiently proving, at the Bank's discretion, these changes and other information, which the Bank can reasonably require in this connection. Changes proved by the Client shall take effect and be binding upon the Bank on the business day following after the day of delivery of the relevant notice to the Bank; in extraordinary cases, the Bank shall be entitled to agree that the relevant notification will take effect as soon as in the moment of its delivery. The Bank shall not be obliged to accept any notification of the Client, which, at own discretion of the Bank, is not supported sufficiently by provable documents and supplemented by data required by the Bank. 4. The Client shall be obliged to notify the Bank, without undue delay, about all facts, which can cause misuse of disposal of financial means on the account or which could cause detriment or unjustified enrichment of the Client, Bank or third party (e.g. loss of identity document). 5. As at conclusion of Banking Deal, as well as during validity of obligation relationship, the Client shall be obliged to notify the Bank in writing about facts, which would cause that the Client will be deemed as a person with special relationship with the Bank according to valid generally binding legal regulations. 6. The Client shall be obliged to provide the Bank with any necessary information, which the Bank may reasonably require within fulfilment of its obligations pursuant to generally binding legal regulations regarding measures against criminal income legalisation and terrorism financing and generally binding legal regulations on implementation of international sanctions. Otherwise, the Bank shall be entitled to refuse conclusion of Banking Deal, to terminate the Banking Deal or refuse to carry out the specific Banking Deal pursuant to 15 Act on Protection Against Criminal Income Legalisation and Terrorism Financing. 7. In connection with fulfilment of the information duty, the Client shall be obliged to provide the Bank with cooperation and take measures reasonably required by the Bank as measures, which need to be taken in order to verify facts, which the Bank has learned from the Client or third parties. 8. The Bank shall not bear responsibility for any losses or damage, which could be suffered by the Client due to failure to comply with or later fulfilment of his obligations pursuant to this Article hereof. Article 6 Bank Secret, Confidential Information and Personal Data Protection 1. For the purposes of detecting, verifying and control of identification of Clients and their representatives, for the purposes of concluding and performing Banking Deals with Clients and for other purposes stipulated in the Act on Banks, the Bank is obtaining and processing Personal Data of the Client and his representatives in the extent and in the manner determined in the Act on Banks, whereas the Client and his representatives shall be obliged, upon request of the Bank, to provide the Bank with data in the extent determined in Article 93a of the Act on Banks as amended. The Bank shall be obliged, even without consent of the Client, to disclose and provide for processing Personal Data of the Client to other persons determined by the Act on Banks or by special act, namely under the terms and conditions stipulated therein. Failure to provide the Personal Data, which the Client is obliged to provide, or failure to comply with other requirements and conditions for conclusion or performance of the Banking Deal, which are determined by generally binding legal regulations, or agreed with the Bank, can have negative impact on conclusion of the Banking Deal by the Bank. 12
2. By signature of the Contract, the Client gives express consent that the Bank shall be entitled to provide Confidential Information: a) to any member of the Bank's Group, especially for the purposes connected with business activity of the Bank or a member of the Bank's Group, e.g. for assessment of risk management and prudent business of the Bank, reporting within the Bank's Group, documenting activity of the Bank, namely in the extent to achieve the purpose of processing; b) to third entities for the purpose of provision of the required Banking Deal by the Bank or use of supplementary services offered by the Bank, however, provided by the third entity (especially persons securing Payment Transactions, issuing Payment Cards, providing insurance and the like); c) to provider of services with whom the Bank has concluded contract for securing activities to support performance of banking activities or with whom the Bank cooperates in performance of banking activities, including a service provider outside the territory of the Slovak Republic (as for example: card companies and associations; insurance companies; persons cooperating with the Bank on the basis of an agreement on temporary assignment in compliance with the Labour Code; merchants accepting payment cards; entities that secure for the Bank payments services and settlements; entities that secure for the Bank issuance of electronic means of payments; administrators of Bank's information systems; administrators of Bank's registry records; mediators and business representatives of the Bank and the like), namely for the purpose of performance or securing performance of activities supporting performance of banking activities. If the subject-matter of the service is personal data processing the entity authorized by the Bank shall be advised to the Client through the notice published in the Business Premises and/or on the Internet page of the Bank, unless the Bank gives the notice in any other appropriate manner. Personal data shall be processed in the extent and under the conditions agreed with the service provider in a written contract pursuant to Art. 8 of the Personal Data Protection Act or written authorisation; d) to third entities for the purpose of protection and enforcement of rights of the Bank from the Banking Deal out-of-court or by court, or assignment of payable claim of the Bank and its appurtenance, including disclosure of Confidential Information in connection with negotiations concerning such authorisations or conclusion of contract; e) to entity, which keeps register of powers of pledge and to its members and/or to a body of state administration, which keeps special register and/or to a body of state administration in the area of Land Register; f) to the National Bank of Slovakia and to the Ministry of Finance of the Slovak Republic regarding matters concerning mortgage loan in compliance with the Act on Banks and generally binding legal regulations; g) to the National Bank of Slovakia, Ministry of Finance of the Slovak Republic, Slovak Statistical Office or to other entity of law pursuant to generally binding legal regulations; h) to entities with which the Bank consults business case or requires written opinion of such entities on the business case (e.g. to its auditors, external legal consultants, interpreters), if deemed necessary by the Bank; i) to auctioneer with whom the Bank filed a proposal for auction performance for the purposes of auction performance, and j) to the Czech National Bank, to other banks, branches of foreign banks, which perform banking activities in the territory of the Slovak Republic on the basis of a valid banking licence and/or to foreign banks, namely for the purposes of information exchange pursuant to the Act on Banks and/or for the purposes of protection against possible damage and/or losses arising from suspicious or fraudulent actions of Clients and/or 13
unusual business transactions and/or actions and transactions suspicious of terrorism financing in the compliance with the Act on the Protection against Criminal Income Legalisation and Terrorism Financing. 3. By signature of the Contract, the Client gives his express consent that the Bank shall be entitled to process Personal Data in the extent title, first name, surname, e-mail address, address and telephone number for the purposes of performing marketing, including direct marketing or marketing research of the Bank or of a member of the Bank's Group, in particular, but not limited to, for the purposes of offering Banking Deals or Banking Products, researches related to provision of Banking Deals and Banking Products, and to provide such Personal Data, including information that there is considered a Client of the Bank, to entities performing marketing, including direct marketing or marketing research for the Bank or a member of the Bank's Group for the above-mentioned purposes and in the extent provided. The customer gives his express consent that for the purposes of marketing, including direct marketing of the Bank, or a member of the Group which the bank belongs to, in particular, but not only for the purposes of offering the bank transactions or products and the related services, the Bank is entitled to send to the customer messages by phone, fax, e-mail, SMS and/or to use the automatic phone calling system and/or use other means of long-distance communication that enables the bank communicate individually with the customer. For the above mentioned purposes the Bank is authorized to use the telephone number provided by the customer. 4. The Client shall be liable for correctness and veracity of Personal Data, which he provided to the Bank in the extent determined in the Act on Bank and required in case of single Banking Deals for the purpose of unambiguous identification of the Client. 5. Client agrees with processing of the provided Personal Data in the Bank's information system and with entering of the same for processing purposes in the information system in the extent required to fulfil a particular processing purpose under section 2 of this Article to the entities listed in section 2 of this Article; this shall also apply in the event of cross-border flow of information to the countries that warrant reasonable protection levels pursuant to the generally binding legal regulations. At the same time, the Client agrees that the Bank will make Personal Data provided by the Client available for recipient of payment during performance of payment services and settlement pursuant to a special regulation, as well as to a third person, if such Personal Data constitute a part of information and documents concerning such third person, which are stored in the Bank. 6. The Client agrees with disclosure and provision of all data on loans and bank guarantees provided to the Client, data on claims and their security, which the Bank has towards the Client from granted loans and guarantees, and data on repayment of his obligations and data on his solvency and credibility in terms of repayment of his obligations, and that including data obtained by the Bank in the course of negotiations on conclusion of the Banking Deal, which (the data) are subject to protection of the Bank Secret, namely: to company of auxiliary banking services, which is an operator of joint register of banking information according to the Act on Banks, to entities authorised to process Personal Data in the joint register of banking information under the terms and conditions determined by a special law, as well as to banks and branches of foreign banks pursuant to the Act on Banks and the Act on National Bank of Slovakia. 7. The Client agrees that Sociálna poisťovňa (Social Insurance Company) with its seat at Ul. 29.augusta 8 and 10, 813 63 Bratislava (hereinafter referred to as the Sociálna poisťovňa ) will provide his Personal Data in the following extent: whether the Client is employed, who is his employer and on the basis of what type of labour-law relationship he his employed, duration of his employment and insurance, amount of basis of assessment of all or single employers and average amount of the basis of assessment, whether the Client receives invalid pension, all that to the Bank and Slovak Banking Credit Bureau, s.r.o., with its seat at Malý trh 2/A, Bratislava 811 08, IČO (Corporate Identification No.): 35 869 810, recorded in the Commercial Register kept by the District 14
Court Bratislava I, section Sro, insert No.30071/B (hereinafter referred to as the SBCB ) and that the Bank will provide Sociálna poisťovňa and SBCB with personal data in the above-mentioned extent for the purpose of their verification in connection with origin and duration of obligation relationship of the Client with the Bank. The consent shall be granted for the period until expiry of 10 years since it was granted; the consent can be revoked only in case of provable breach of terms and conditions of personal data processing for which the consent was granted. The Client represents that he is aware of his rights of an affected person pursuant to Personal Data Protection as amended; 8. The consent of the Client referred to in Article 6 paragraph 5 hereof shall be irrevocable during the period determined by generally binding legal regulations, however at least during the period of fulfilment of the purpose of Personal Data processing. However, the Client shall be entitled to revoke such consent if it proves that Personal Data are being processed at variance with the present GBT&C. 9. The Client shall be entitled to provide, for the information system of the Bank, Personal Data of a third person only in a case that he has a written irrevocable consent of such third person for provision and processing of the person's Personal Data to the Bank and entities referred to in Article 6 paragraph 2 hereof. If the Client provides the Bank with Personal Data of a third person without written consent of the relevant third person, he shall be obliged to compensate the Bank for possible damage, which would be suffered as a result of that. 10. The Bank shall maintain confidentiality about the Confidential Information and shall secure its security by protecting it against destruction, loss, damage, theft or misuse. For the purposes of protection, the Bank shall take and control measures securing the strictest standard of protection. The Bank requires security and the obligation to maintain confidentiality in the above-mentioned scope also from persons to whom the Confidential Information was provided or disclosed in compliance with this Article of the GBT&C. 11. Client acknowledges that Client has been informed of Client's rights in the area of protection of the rights of involved persons resulting from the Personal Data Protection Act. Client being the involved person pursuant to the Personal Data Protection Act was instructed in compliance with Art. 28 of the Personal Data Protection Act about Client's right to request from the Bank as the processor based on a written request: a) confirmation of whether or not Client's Personal Data are processed; b) in a generally understandable form: information about the processing status of Client's Personal Data in the information system in the extent of Art. 15 sect. 1 indent a) through e) second and sixth clause of the Personal Data Protection Act; if the decision under Art. 28, sect. 5 of the Personal Data Protection Act is issued, Client shall be entitled to become familiar with the transaction processing and evaluation procedure; c) in a generally understandable form, the exact information about the source from which Client's Personal Data have been obtained for processing; d) in a generally understandable form, list of Client's Personal Data being subject to processing; e) correction or liquidation of incorrect, incomplete or outdated Personal Data being subject to processing; f) liquidation of Personal Data where the purpose of processing expired; if official documents containing Personal Data are processed, Client can apply for the return thereof; g) liquidation of Personal Data being subject to processing in case of violation of the Act; h) blocking of Client's Personal Data due to revocation of the consent before expiry thereof, if the processor processes Personal Data based on a consent of the involved person; i) based on gratuitous written request, Client shall be entitled to object to: (i) processing of Client's Personal Data that the Client believes to be processed for the purposes of 15
direct marketing without Client's consent and request liquidation thereof, (ii) use of Personal Data set forth in Art. 10 sect. 3 indent d) of the Personal Data Protection Act for the purposes of direct marketing through post office, or to (iii) provision of Personal Data set forth in Art. 10 sect. 3 indent d) of the Personal Data Protection Act for the purposes of direct marketing; j) based on gratuitous written request or personally, if the matter bears no delay, Client shall be entitled to object with the Bank as the processor at any time to: 1. processing of Personal Data in cases under Art. 10 sect. 3 indent a), e), f) or g) of the Personal Data Protection Act expressing legitimate reasons or submitting evidence of unauthorized infringement of Client's rights and interest protected by law that are or can be impaired in a particular case by such processing of Personal Data; unless prevented by legal reasons and if proved that the objection of the involved person is legitimate, processor shall block and liquidate the Personal Data processing of which is objected to by the involved person as soon as possible 2. object to and not subdue to the processor s decision that would have legal effects or significant impact for the Client if such decision is issued exclusively based on automatic processing of Client's Personal Data. Client shall have, as the involved person, right to request the processor to investigate into the decision issued using a method different from the automatic form of processing and the processor shall be obliged to comply with the request of the involved person, with the involved person playing a decisive role in the examination of the decision; processor shall inform the involved person of the method of examination and the results thereof in a time period as set forth in Art. 29, sect. 3 of the Personal Data Protection Act. The involved person shall not have such right only if so provided by a separate act that regulates measures to secure legitimate interest of the involved person, or if processor issued a decision within pre-contract relations or during contractual relations complying with the request of the involved person, or if the processor adopted based on a contract any other reasonable measures to secure legitimate interest of the involved person; k) has right to disagree with the decision of the Bank as the processor based on the Personal Data Protection Act and refuse transfer of Client's Personal Data to a third country that does not warrant adequate protection level for Personal Data, if the transfer is to be effected based on the Personal Data Protection Act; l) in case of a suspicion that Client's Personal Data is not processed in an authorised manner, Client shall be entitled to file a motion with the Personal Data Protection Authority to institute personal data protection proceeding. Chapter Two COMMUNICATION OF THE CLIENT WITH THE BANK Article 7 Communication 1. The Client agrees that the Bank will record, even without prior notification, any communication between the Bank and the Client by means of any available technical equipment and archive all these records, as well as copies of all information and documents, which the Bank receives from the Client or third parties. The Client agrees that the Bank shall be entitled, in case of dispute, to use such records and copies as a mean of evidence. 2. The Bank shall be entitled to require from the Client that all Instructions, which were not made in writing, will be confirmed within three Banking Days by delivery of their written 16
original to the Bank. If the Client fails to make such confirmation within the abovementioned deadline, the Bank shall not be obliged to accept such Instruction. However, if the Bank does so, it shall not be responsible for damage, which will arise by its procedure on the basis of such unconfirmed Instruction. The Client shall pay the Bank any damage or costs, which will be suffered by the Bank due to making the Instruction. 3. With regard to the provided services and products, the customer gives express consent to the bank to send to the customer SMS, that can contain the information, or notices. The Bank is authorized to send the SMS to the telephone number provided by the customer, or to other telephone numbers of the customer. Article 8 Instructions of the Client to the Bank 1. The Bank shall accept Instructions of the Client, Authorised Person or other person who is authorised according to valid generally binding legal regulation to place such Instruction, if the Bank does not have doubts as for their identity. 2. The Client shall be obliged to secure that Instruction delivered to the Bank will: a) be certain, clear, correct, exact and complete, b) be delivered to the Bank, c) be signed in compliance with the Specimen Signature filed with the Bank, unless otherwise agreed between the Bank and the Client, d) be in compliance with internal regulations of the Bank being Published and in compliance with relevant valid generally binding legal regulations, e) not be at variance with the principles of fair business relations or good manners. 3. The Bank does not check correctness, accuracy or completeness of data provided by the Client in the Instruction. 4. The Bank does not check justifiability of Instructions placed and confirmed by identification codes of the Bank; Instruction placed in such way is irrevocable. 5. The Bank shall perform Instructions within adequate deadlines according to their nature and complexity, in compliance with the relevant business practice and valid generally binding legal regulations. The Bank shall be entitled to determine differently conditions in case of delivery and performance of Instructions before the end of the calendar year. Information about such different conditions shall be Published by the Bank. 6. The Bank shall not bear liability for consequences of performance of the Instruction and for possible damage arisen due to performance of the Instruction. The Bank shall further bear no liability for damage caused by imitation of signature of the Client or representative of the Client and for damage arisen from incorrectly or incompletely completed, forged or altered documents. The Client shall compensate the Bank for any damage or costs, including costs on legal assistance, which can be suffered by the Bank due to performance of the Instruction. 7. The Bank shall be entitled, exclusively at its own discretion, to refuse performance of any Instruction, which does not comply with the terms and conditions of the present GBT&C. 8. The Bank shall be entitled to refuse performance of Instruction if there occur cases of unclear legal relations, if it has doubts whether the person placing the Instruction is actually authorised to do so, and that until the period when such authorisation is satisfactorily proved to the Bank; this shall apply accordingly in case of obvious discrepancies in interests of Authorised Persons. 9. Instruction can be delivered to the Bank only on Banking Day during opening hours of cash desk of the relevant Business Place except for Instructions being delivered in a form of technical carriers and data transfers (e.g. by means of electronic banking). If the Bank accepts any Instruction after the determined Cut-Off Time, it shall be deemed that the Instruction was delivered on the next Banking Day. 17
10. For reasons worthy of special attention, the Bank shall be entitled to limit or suspend its operation for the period necessary. Information about limitation or suspension of operation shall be Published by the Bank. Article 9 Removal of Errors in Communication 1. If the Bank detects that there occurred error in any confirmation, statement from Account or in other document delivered by the Bank to the Client, the Bank shall inform the Client about this fact without undue delay. 2. The Client undertakes, after receipt, to check confirmations, statements from Accounts, notices and other documents delivered to the Client by the Bank. The Client shall be further obliged to check whether all the Instructions placed by the Client or on behalf of the Client were duly made by the Bank. If the Client detects that there occurred any error, he shall notify the Bank about this fact without undue delay. The Bank shall be obliged to remove such errors detected without undue delay, unless it is prevented by any other fact. 3. Information contained in any confirmation, statement from Account, notification or other document sent by the Bank to the Client shall be deemed as accepted, confirmed and approved by the Client if the Client fails to notify the Bank in writing that he does not agree with their contents within the deadline of fourteen (14) calendar days since their delivery to the Client, unless a longer deadline is provided for in a special act. Article 10 Notifications and Delivery 1. Documents between the Bank and the Client shall be delivered in person, by courier, by mail or by means of electronic communication media (fax, e-mail or other electronic medium). The Client shall submit the Bank in person documents in determined premises of the Business Places during opening hours of cash desk of the Business Place. 2. Documents being delivered in person (collected by the Client) or delivered by courier shall be deemed as delivered by their hand-over. If addressee refuses to take over the document being delivered, the document shall be deemed as delivered on the day of its refusal, confirmed by employee of the Bank or the postman. 3. Documents delivered to the Client who is not a Consumer a) by electronic communication media shall be deemed delivered in the moment of printing out the message of their dispatch (fax) or in the moment of receipt of message of their delivery (e-mail); if operator of recipient of the message sent by e- mail does not issue such confirmation, the document shall be deemed delivered in the moment of dispatch of message; b) by ordinary mail shall be deemed delivered inland on the third day after its posting and abroad on the seventh day after its posting; c) by registered mail shall be deemed delivered on the third day after its posting unless it is returned; if the mail is returned, the mail shall be deemed delivered on the day when the post office returns it to the Bank. 4. Documents delivered to a Client Consumer a) by electronic communication media shall be deemed delivered in the moment of receipt of message of their delivery (e-mail), b) by mail can have a form of ordinary or registered mail. If the addressee of a registered mail has not been reached, documents shall be deemed delivered if they are received by another adult living in the same apartment or house. If the document cannot be delivered this way and the addressee fails to pick it up at the post office, the document shall be deemed delivered on the 18
day when the post office returns it to the Bank even if the addressee has not learned about it. 5. The Client undertakes to notify the Bank address, telephone number, fax number and electronic address (e.g. e-mail) through which the Bank will communicate with the Client and to notify the Bank without undue delay about any change of these data. If the Client fails to notify such information to the Bank, the delivery and notification made to the last address known by the Bank, possibly to the last known telephone number, fax number or electronic address (e.g. e-mail) shall be deemed as duly made. 6. Failure to deliver awaited documents of any kind, especially of document proving performance of Payment Orders and receipt of financial sums shall be notified by the Client to the Bank without undue delay, namely after expiry of deadline within which the document should be delivered by mail. The Bank shall bear no liability for possible damage arisen due to failure to deliver documents for reasons not caused by the Bank. Article 11 Charges, Rewards, Costs 1. The Client shall be obliged to pay the Bank Charges for services being provided by the Bank. 2. Unless otherwise agreed between the Client and the Bank, Charges shall be payable as at the date provided in the Price List and if the Price List does not contain such data, then they shall be payable on the day when the charged act is made. Claims of the Bank corresponding with Charges shall be payable as at the determined date and the Bank shall be entitled to debit the sum from any Account and/or Bankbook of the Client and set-off the sum with claims of the Client towards the Bank. If balance on the Account and/or Bankbook of the Client is not sufficient to cover payable Charges, the Bank shall settle such sums to the debit of the Account. Unless otherwise agreed, the Client shall be obliged to settle balance of Bank's Claim without undue delay. 3. The Bank shall be entitled to change and/or supplement the Price List, namely for reason of changes of business policy of the Bank or in connection with development of legal environment or on the basis of changes on monetary and capital market or on the basis of changes on the banking market. The Bank shall Publish the change of the Price List, including specification of its effective date, in its Business Premises and on its web site or in other suitable way agreed with the Client. The Bank shall secure the Publishing within the deadline: a) of at least 15 days before the effective date of the change for the Client, who is not a Consumer, in compliance with the Act on Payment Services; and b) of not later than two (2) months before the effective date of the change for the Client Consumer. The Client Consumer, in case of significant increase of Charges, shall be entitled to withdraw from the Contract; written withdrawal from the Contract must be delivered to the Bank in person or in a form of registered mail matter no later than on the day preceding the effective date of change of the Price List. If the Client Consumer does not withdraw from the Contract within the deadline referred to in the previous sentence, this shall be deemed as the Client agrees with the relevant change of the Price List and the change is binding upon him. After withdrawal from the Contract, the parties shall not return to each other performances provided until withdrawal from the Contract. Both the Bank and the Client Consumer shall be obliged to repay the other party all the unpaid claims, which arose until withdrawal from the Contract. If such mutual claims and payables are not settled as at the effective date of withdrawal from the Contract, they shall not cease to exist by withdrawal from the Contract. The Bank and the Client Consumer have agreed that until the moment of due fulfilment of all claims and payables referred to in the 19
previous sentence of this paragraph, provisions of the present GBT&C shall apply without regard to the validity and effect of the Contract. 4. The Bank shall be entitled, at own discretion, to divide the Price List into several separate parts, in particular (but not limited to) into a part for natural persons non-entrepreneurs (citizens and private clients) and a part for natural persons entrepreneurs (entrepreneurs) and legal entities (companies), whereas each of these parts, as well as all the parts jointly shall be deemed as a single Price List. 5. The Client undertakes to pay, without undue delay upon request of the Bank, any damage and any costs spent purposefully, including costs on legal representation of the Bank suffered by the Bank in connection with: a) breach of a contractual obligation of the Client towards the Bank or in connection with solving disputes between the Bank and the Client, especially in connection with recovery of payable Bank's Claims towards the Client (including court and administration fees and other costs connected with court or out-of-court recovery of Bank's Claims); or b) court or out-of-court proceedings in which the Bank will take part in connection with court proceedings or dispute between the Client and third parties. 6. If the Bank detects that due to breach of the Client's contractual obligation damage threatens to or originates for the Bank, the Bank shall be obliged to exert adequate effort, which can be reasonably required from the Bank, in order to avoid or minimise the damage. 7. A Client Consumer shall be obliged to compensate the Bank for notary public fees, court fees and administration fees, costs of services of experts, translators and interpreters, which are related to the Banking Deal. 8. Apart from the Charges, the Client, who is not a Consumer pursuant to a special legal regulation, shall be obliged to compensate the Bank without undue delay for all costs and expenses suffered by the Bank in connection with conclusion, changes and termination of the obligation relationship with the Client, as well as in connection with a proposed relationship, in particular court fees, administration fees, notary public fees and other Charges and costs on documents and deeds, costs of services of experts, tax and economic consultants, translators, interpreters, costs of legal services. 9. The Client undertakes, without undue delay, upon request of the Bank, to pay the Bank sum of increased reasonable costs in connection with conclusion or performance of contract or in connection with financing obligations of the Bank arising from the contract, which arose due to change or adoption of a new legal regulation binding for the Bank, which applies to the Banking Deal and to the Bank in general and/or of change in interpretation of legal regulation and/or of change in situation on the market, if such change or adoption of a new legal regulation binding for the Bank, change of its interpretation or change of market occurred after conclusion of the relevant contract between the Client and the Bank. 10. The Client shall be obliged to pay the Bank other Charges and costs suffered by the Bank in connection with performance of transfers according to a special regulation, in particular in connection with the fact that: a) the Client as a principal failed to state account number in the structure required by the Bank, mediating institution pursuant to a special regulation or performing institution according to a special regulation or in the structure determined by a special regulation; c) the Client or other person involved in transfer as a principal or recipient pursuant to a special regulation, where the Client was principal or recipient pursuant to a special regulation, stated in Payment Order or Transfer Order data, which caused increase of costs on performance of the transfer spent by the Bank, mediating institution pursuant to a special regulation or performing institution according to a special regulation. 20
11. The costs referred to in paragraphs 7 through 9 of this Article shall be adequate, justified and purposefully spent. Chapter Tree SECURING OBLIGATIONS Article 12 Right of the Bank to Secure Bank's Claims towards the Client 1. The Bank shall be anytime entitled to ask the Client to provide the Bank with adequate Security whether jointly with the Security existing or for the purposes of Securing of obligation not secured earlier, in the extent at own discretion of the Bank necessary for Securing of repayment of all unpaid payables of the Client towards the Bank, although these payables are limited as for the terms and conditions and time, or have not become mature yet. 2. The Bank shall have a right towards the Client for provision or adequate replenishment of Security for all or any obligation of the Client towards the Bank, even if such obligation is conditioned, time limited or not payable yet. Upon request of the Bank, the Client shall be obliged to provide the Bank with or to replenish Security, possibly to procure provision or replenishment of Security for his obligations towards the Bank in the amount, form and manner determined by the Bank so that such Security will validly arise in compliance with the rule of law of the Slovak Republic. 3. Any collaterals provided by the Client in favour of the Bank for the purpose of Securing any Bank's Claim towards the Client shall be deemed as Security (without regard to further arrangements) for all and any Bank's Claims towards the Client who provided such collateral, without regard whether these claims are payable, lapsed, future or claims, which cannot be claimed in judicial or other proceedings (including, but not limited to Bank's Claims, which will arise as a result of invalidity or non-existence of any contractual or other relationship between the Bank and the Client, as well as Bank's Claims pursuant to Article 12 paragraph 2 hereof). 4. The Bank shall be entitled to decide whether and which of the Security it will accept. Article 13 Obligations of the Client when Creating Security 1. The Client undertakes to provide the Security in a form, quality and value determined by the Bank. Unless otherwise agreed with the Bank in writing, the Client undertakes to provide the Bank with Security at least of the same type and quality as he provided to his creditors. 2. The Client shall be obliged, upon request of the Bank and without undue delay and at own expense, to obtain professional or expert opinion for the pledge. The opinion shall be elaborated by a person determined by the Bank or additionally approved by the Bank. 3. Person who provided the Security shall be obliged to take care of protection of or preserving the Securities and, if allowed by the nature of the pledge, such person shall be obliged to take out, for the pledge, an insurance for all insurable risks and to secure validity of the insurance for the entire period of validity of the obligation relationship to which the Bank requires the Security, and to pay the insurance premium duly and in time. Insurer can only be an insurance company accepted by the Bank. The Client shall be obliged, upon request of the Bank, to submit confirmation of immobilisation of insurance benefits in favour of the Bank. All the sums of paid insurance benefits shall be used by the Bank to reduce those Bank's Claims towards the Client, which were secured by the pledge (even if they weren t payable) and that even if the Client fails to replenish the 21
Security replacing stolen, lost or damaged pledge. All the sums exceeding satisfaction of the Bank's Claim from insurance benefits shall be paid by the Bank to the Client. 4. The Client shall be obliged, at own expense and with professional care, to take care of the pledge and any incomes from the pledge and to refrain from everything what would reduce value of the pledge. The Client shall not be entitled, without prior written consent of the Bank, to transfer the pledge or revenues from the pledge, to perform acts leading to transfer of ownership or material rights to third parties, especially to lease the pledge or to enter into any transaction in connection with the pledge. The Client shall be also obliged to secure that person who provided the Security or other person in whose power the object of Security is, will use maximum effort to protect and preserve the object of Security and to keep its value. 5. The Client shall be obliged to inform the Bank in writing, without undue delay, about change of value or about other changes of the pledge, which could unfavourably influence satisfaction of the Bank in performance of its rights, and to replenish the Security upon Bank's request. 6. The Client shall be obliged to keep in his records and documents specific records on the pledge, to suitably indicate every pledge so that it will be clear to everybody that it is the object of Security of the Bank. 7. The Client shall be obliged to, without undue delay after the Bank's request, to pay the Bank all and any costs and expenses spent by the Bank in connection with origin, handover, administration and execution of Securities, in particular, however without limitation to costs on storage, supervision and insurance, commissions for mediation, costs which arise during recovery of Bank's Claims, and that even from other persons than the Client, including costs connected with judicial or execution proceedings. 8. The Bank shall be entitled, also in the premises of registered office, establishment or residence of the Client, to check whether the Security of the Bank's Claim is sufficient and whether the pledge is treated in a corresponding way, whether it is being sufficiently used, secured and suitably indicated in the Client's records. 9. The Bank shall be entitled, unless otherwise agreed with the Client, to require from the Client a representation on legal obligation of the Client as an obliged person towards the Bank as entitled person in a form of Notarial Deed as a power of execution, for the purpose of direct performance of rights of the Bank from the loan contract. 10. If claims are used as the Security, the person who provided such Security shall be obliged to assert them duly and in time. Person who provided the Bank with Security shall be obliged to inform the Bank without undue delay about change of value of the Security. 11. Security for the Bank's Claim shall continue in original scope as for the type and amount until full settlement of the secured Bank's Claim. Upon request of the Client or person who provided the Security, the Bank can release the Security or a part thereof even before full settlement of the Bank's Claim, if at own discretion the Bank considers such Security or a part thereof to be surplus. 12. The Client shall not be entitled to withdraw from contract by which the Security was provided to the Client. 13. Provisions of the rule of law of the Slovak Republic connected with securing obligations of the Bank towards the Client, which provide the Bank with greater scope of authorisations, shall not be affected by provisions of this Article. Article 14 Performance of Security by the Bank and Methods thereof 1. If the Bank's Claim, which is secured by one or by several Securities, is not settled duly and in time, the Bank shall be entitled to exercise any of the provided Securities, unless the relevant contract stipulates other procedure, and that until the time when the secured Bank's Claim will be fully repaid. 22
2. The Bank shall be entitled to perform Security in any suitable way, which is in compliance with relevant valid generally binding legal regulations, whereas for any Security it can choose any method permitted by the law, if it is not at variance with the nature of the pledge. Article 15 Set-Off of Claims and Fulfilment of Obligations 1. Unless otherwise agreed, the Client shall be entitled to set off his claims towards the Bank with Bank's Claims towards the Client on the assumption that such claims of the Client towards the Bank are recognised by executable decision such as execution title. 2. The Bank shall be entitled to anytime, without prior notification of the Client, to set off Bank's Claims towards the Client with any claims of the Client towards the Bank, and that without regard to whether these are future or present, conditioned or unconditioned claims, without regard to legal relationship from which they arise, as well as without regard to the fact whether the Bank raised or did not raise, in connection with such Bank's Claim, any request and without regard whether they are payable or lapsed, as well as Bank's Claims which cannot be exercised at court, unless otherwise provided for by a special act. 3. The Bank shall be entitled to set off also Bank's Claims denominated in various currencies, and that even if such currencies are not freely convertible currencies, and that by using exchange rate Published by the Bank as at the date of set-off. 4. For set-off referred to in previous paragraphs, the Bank shall be entitled to use any Deposits, which will be deposited with the Bank and other owed sums in anytime owed by the Bank in favour of the Client or his account. The right of the Bank for set-off of Bank's Claim shall have priority over performance of any Instruction relating to the Client's account. The Bank reserves the right to charge to the debit of any account of the Client maintained in the Bank mainly sums from notes, cheques and similar payment instruments, which it credited in favour of the relevant account of the Client or discounted earlier, if these sums are not paid duly and in time. 5. The Client, who is not a Consumer, agrees that provisions of Article 361 Commercial Code shall not apply to any obligation relationship concluded between the Bank and the Client. 6. If it is possible under reasonable conditions, the Bank shall inform the Client about set-off of Bank's Claim towards the Client, namely on the assumption that this will not, at the own discretion of the Bank, cause detriment to its rights or endangerment of ability of the Bank to perform its right for set-off. 7. The Client shall not be entitled, without prior written consent of the Bank, to assign his claim towards the Bank or to transfer his obligation from the Contract or from the Bankbook to a third party or to otherwise dispose thereof including establishment of Security, whereas such prior consent shall not be required if there is to be established Security for claims of the Client as a pledgor from the Contract in favour of the Bank as attaching creditor. 8. In case the Client does not comply with obligations arising from the Contract concluded between the Bank and the Client, business terms and conditions for the relevant product or from the present GBT&C, the Bank shall be entitled to declare extraordinary maturity of its Claims towards the Client. Article 16 Liability for Damage and Circumstances Excluding Liability 1. The Bank and the Client Consumer shall be liable for damage caused by them due to breach of obligations stipulated in generally binding legal regulations, Contract and in the 23
present GBT&C and in Special Business Terms and Conditions, unless they prove that they did not cause the damage or that the breach of obligations was caused by circumstances excluding liability, unless otherwise agreed in the Contract, present GBT&C and in Special Business Terms and Conditions. The Bank and the Client Consumer have agreed that in case of origin of the obligation of the Bank or the Client Consumer to compensate the other party for damage, neither the Bank nor the Client Consumer shall be obliged to compensate lost profit. 2. The Bank shall be liable towards the Client for damage caused during performance of its activity due to breach of and failure to comply with obligations arising for the Bank from legal regulations of the Slovak Republic. However, the Parties have agreed that the obligation of the Bank shall not be deemed as not fulfilled or breached, unless it is caused by intentional actions or gross negligence on the part of the Bank or its employees. 3. The Bank shall not be liable towards the Client for damage caused in connection with failure on the part of the Client to fulfil any of his obligations to obtain any prior consent, permit, or to fulfil notification duties pursuant to the relevant legal regulations. The Bank shall also not be liable for damage or other consequences caused on the basis of submission of forged or altered documents and/or any papers. 4. The Bank shall not be liable towards the Client for damage caused by action or failure to act of any state authorities, institutions, legal entities and natural persons whose cooperation for fulfilment of obligations of the Bank in connection with performance of the Banking Deal is required, on the assumption that there did not occur failure to fulfil or breach of obligation of the Bank pursuant to Article 16 paragraph 1 hereof. 5. The Bank shall not be liable for damage and other consequences caused by forging or incorrect completion of Instructions, Payment Orders and other documents or by submission of forged or altered documents and papers, which it could not detect not even if exerting reasonable care. 6. The Bank shall not be liable for differences in cash detected outside the cash desk counter. 7. The Bank shall not be liable towards the Client for damage caused by failure to fulfil or by late fulfilment of its obligations or a part thereof due to circumstances beyond its direct control, including force majeure, suspension, deceleration or loss (complete or partial) of electricity supply, activity of computer (hardware or software) or communication services, decisions of civil or military authorities, sabotage, terrorist acts, war and other interferences of state or public power, civil commotions and rebellions, strikes and other disputes in the area of industry, emergency states, epidemics, floods, earthquakes, fires and other catastrophes, changes in legal regulations, decisions of courts or authorities of state administration or self-administration and inability to obtain and received in time required permits, equipment or services. 8. The Bank shall not be liable towards the Client for damage caused by misuse of Specimen Signatures of Client's Authorised Representatives or other control mechanisms used by the Bank and the Client to verify identity of persons acting on behalf of the Client, except for the case that such misuse occurs due to intentional action or gross negligence on the part of the Bank. 9. The Bank shall not be responsible for authenticity, translation and validity of any papers, documents and proofs submitted to the Bank, or for contents concordance of submitted papers, documents and proofs with actual and legal state. 10. The Bank shall not be liable for damage arising from change of exchange rate value of foreign currency. 11. The Bank shall not be liable for damage caused by possible disclosure of Confidential Information about the Client arisen due to attack through the public telephone network, GSM, Internet or other technical equipment outside the Bank. 24
12. For the purposes of assessment of the Bank's liability for damage, cases referred to in Article 16 paragraphs 1 through 11 hereof shall represent special circumstances excluding liability, without limitation to the general definition of circumstances excluding liability according to the relevant legal regulations. PART THREE SPECIAL PROVISIONS Chapter One DEPOSITS, ACCEPTATION, MAINTENANCE, TYPES OF DEPOSITS Article 17 General Provisions 1. The Bank accepts from its Clients financial means as Deposits to Current Accounts, Deposit Accounts and Bankbooks, and to other forms of deposits permitted by the law. 2. The Client shall have no legal title to acceptance of Deposit by the Bank, not event if the Bank already accepted Deposit from such Client or if commercial-legal or civil relationship anytime arose between the Bank and the Client. 3. The Bank shall be obliged, according to the terms and conditions agreed, to pay out the received Deposit to the Client or to make from the Deposit or a part thereof payment or payments on behalf of the Client and to pay the Client interest agreed or to provide other agreed property performance from the Deposit. 4. Basic Business Terms and Conditions for Accepting Deposits shall be Published by the Bank. The obligation of the Bank to Publish these terms and conditions shall not apply to requisites of obligations when accepting Deposits referred to in the present GBT&C. In the Basic Business Terms and Conditions for Accepting Deposits, the Bank shall determine mainly currencies in which it establishes Accounts and/or Deposit Accounts and accepts other forms of deposits, then the Basic Deposit, Minimum Balance of Account and/or Deposit Account, possibly terms and conditions of Disposal of the Deposit and method of interest bearing of the Deposit. Change and/or amendment of the Basic Business Terms and Conditions for Accepting Deposits shall come into force on the date determined by the Bank or on the date of Publication. 5. The Client undertakes that during the entire period of deposit relationship he will maintain the Minimum Balance on the Account and/or Deposit Account or on the Bankbook, which can be withdrawn only as at cancellation of the deposit relationship. 6. The Bank shall establish the Account and/or Deposit Account for the Client as Account Owner on the basis of his request, namely by written Contract, unless otherwise agreed. If the Client's request complies with the present GBT&C, the Bank shall consider it as a proposal for conclusion of Contract; the Bank shall establish for the Client as Account Owner an Account and/or Deposit Account on the first name and surname and/or business name. Every Account and/or Deposit Account has its assigned number. The Bank shall be entitled, for serious operating reasons, to change the Account and/or Deposit Account number without consent of the Account Owner, whereas the Bank shall notify such change to the Account Owner in writing. 7. If the Basic Deposit is not deposited as at establishment of the Account and/or Deposit Account or credited within the agreed deadline, the Bank can cancel such Account and/or Deposit Account without any further ado, whereby the deposit relationship shall cease to exist. 8. If as at maturity date of Charges and other costs connected with maintenance of the Account, there are not sufficient financial means on the Account for their payment, the Bank shall be entitled to satisfy its claim for payable Charges via set-off with claim from 25
any Account or the Bank shall charge the account of the Client by payable Charges, whereby the Account of the Client will be in unauthorised overdraft. The Account Owner shall be obliged to settle possible debit balance of the Account without undue delay and to pay the Bank interest on overdraft, namely since the moment of overdraft until its settlement; the Bank is Publishing the interest on unauthorised overdraft and penalty interest. 9. Obligation relationship established by the relevant Contract shall be terminated and Account and/or Deposit Account shall be cancelled in the following cases: a) by expiry of the period for which the Account and/or Deposit Account was established, b) on the basis of agreement, c) by termination of the relevant Contract, d) upon withdrawal from the relevant Contract by the Bank with immediate effect; e) if change of the Framework Agreement is not accepted. d) in other ways regulated by the present GBT&C or by valid generally binding legal regulations. 10. A Client Consumer shall be entitled to withdraw from the Contract on Current Account being the Framework Agreement (the subject of which is opening and maintenance of the Current Account and provision of payment services) anytime without giving any reason, namely by serving a written notice to the Bank. The period of notice shall be one month and it shall start to pass on the day of delivery of the notice to the Bank. If no mean of payment is issued to the Current Account and Banking Products, which can be terminated along with the relevant contract, are tied to the Current Account, the period of notice shall not apply and the Contract on Current Account shall terminate on the day of delivery of the notice to the Bank. However, if any other Banking Products are granted to the Client Consumer or to third parties together and in inseparable connection with the Contract on Current Account, the Contract shall terminate first upon settlement of all obligations of the Client Consumer or third parties, which (the obligations) arise from related Banking Products, towards the Bank. 11. A Client Consumer shall be entitled to withdraw from the Contract on Current Account being the Framework Agreement (the subject of which is opening and maintenance of the Current Account and provision of payment services) with immediate effect by a written notice, if the Client Consumer does not agree with change of the present GBT&C and, within them, with the change of the Framework Agreement, namely no later than on the last day before the effective date of such changes. 12. The Bank shall be entitled to withdraw from the Contract on Current Account being the Framework Agreement (the subject of which is opening and maintenance of the Current Account and provision of Payment Services) anytime without giving any reason, namely by serving a written notice to the Client - Consumer. The period of notice shall be two months and it shall start to pass on the day of delivery of the notice to the Client Consumer. 13. The Bank shall be entitled to withdraw from the Contract on Current Account being the Framework Agreement (the subject of which is opening and maintenance of the Current Account and provision of Payment Services) anytime in writing without giving any reason, namely by serving a written notice to the Client who is not a Consumer pursuant to the Act on Payment Services. The notice shall take effect upon delivery to the Client. For this purpose, provisions of Article 33 Para. 3 of the Act on Payment Services shall not apply. 14. The Bank shall be entitled to withdraw from the Contract on Current Account being the Framework Agreement with immediate effect by a written notice if the Client or Account Owner provably acted in a fraudulent manner or in case of breach of contractual terms and conditions provided in the relevant Contract. 15. The Bank shall be entitled to withdraw from the relevant Contract with immediate effect by a written notice or cancel the Account if 26
a) within 15 days since establishment of the Account or Deposit Account, no financial means in the amount of the basic deposit are deposited to the Account or Deposit Account; or b) the Client breached provisions of the relevant Contract in a serious way, which shall include also unauthorised debit balance on the Account; or c) the Client delivers to the Bank incorrect data or fails to notify the Bank data about changes concerning the Account (e.g. change of name or business name of the Client, change of registered office/permanent address of the Client, change of statutory bodies, termination of authorisation to conduct business activity, on the basis of which the Account was established, and the like); or d) the Client breached obligations under the present GBT&C, under the Contract on Current Account and/or Contract on Deposit Account or under other contracts concluded between the Bank and the Client in connection with other Banking Products provided by the Bank to the Client. 16. The Bank shall dispose of financial means, which remained on the Account after payment and settlement of all obligations of the Account Owner towards the Bank, according to the Instruction of the Account Owner. If the Account Owner does not determine the method how the Bank shall dispose of financial means on the Account, the Bank shall record balance of financial means, but shall not pay interest on it. 17. The Bank shall inform the Account Owner without undue delay about cancellation of the Account and/or Deposit Account and about the date to which the Bank cancelled the Account and/or Deposit Account, about disposal of balance of financial means on the Account. 18. If the Bank learns in a provable manner about death of the Account Owner, it can stop to perform Instructions of the Account Owner, block the Account and/or Deposit Account and/or Bankbook; all Payment Cards and other payment means issued to the Account shall be blocked and cancelled by the Bank. By death of the Account Owner, there shall terminate any authorisations and powers of attorney granted by him, including those provided in the Specimen Signature. Death of the Account Owner shall not have influence on interest on the deposit and charging of related Charges. The Bank shall allow disposal of financial means on the Account and/or Deposit Account and/or Bankbook, or deposit certificate to a person according to instructions of a court or other authority, which performs inheritance proceedings. 19. In case of Account Owner who was natural person entrepreneur, the Bank shall allow, pursuant to valid generally binding legal regulations (Act No. 455/1991 Coll. on Trades as amended) to dispose of financial means on the Account until the end of inheritance proceedings only to the person who will present valid decision of a court on appointment of inheritance trustee or to person who continues in the trade and who proves this fact to the Bank. 20. If on the basis of activity of a court the Bank learns that the Account Owner natural person is missing, it shall proceed accordingly pursuant to Article 17 paragraph 18 hereof. 21. The Bank is establishing and maintaining for Clients in a certain age range special Banking Products under the terms and conditions Published by the Bank. It shall apply for these types of Banking Product, that after the Client will have reached the upper age limit, the Bank shall change such Banking Product to another Banking Product, specified in the Price List valid in the time of change. 22. The Contract on Current Account or any other Contract based on which the Bank opened and maintains the Account for the Client shall be concluded for indefinite period of time, unless otherwise agreed between the Bank and the Client. Article 18 Current Account 27
1. The Current Account is used mainly, unless otherwise agreed in the Contract on Current Account, for deposits and withdrawals of financial means, for performance of payment transactions and settlement. Unless it follows otherwise from the Contract on Current Account, the Current Account shall be the Payment Account and the Contract on Current Account shall be, at the same time, the Framework Agreement (i.e. performance of payment transactions not specifically stated in the contract) in compliance with the Act on Payment Services. Unless otherwise agreed in the Framework Agreement, the Framework Agreement shall be agreed for indefinite period of time. 2. Unless otherwise agreed between the Client and the Bank, the Bank requires issuance of the Specimen Signature for disposal of financial means on the Current Account. The Account Owner shall be entitled to authorise in the Specimen Signature the Authorised Person mainly for disposal of financial means on the Current Account and for establishment, cancellation of time deposits on the Deposit Account. The Account Owner can also determine that the Specimen Signature deposited in the Bank will be used also for another Account, which he has established in the Bank. 3. The Specimen Signature is a part of the relevant Contract, its counterpart shall remain in the Bank and it shall be used solely for the purposes of the Bank. Signatures in the Specimen Signature must be certified in a manner satisfactory for the Bank. For comparison of sample signature, the Bank shall be entitled to use the Specimen Signature, which is kept in the Bank's system in electronic format and on the basis of scanning sample signature from the Specimen Signature it is depicted on the display. The Account Owner agrees that scans of sample signatures will be taken and he agrees with use of such verification of identity. The Account Owner shall mention in the Specimen Signature the scope of authorisation of the Authorised Persons. The Bank can require from the Account Owner and the Authorised Persons further information and verify such information. The Account Owner shall be entitled to anytime change, cancel or limit the number of Authorised Persons and/or the scope of power of attorney. 4. If the Account Owner determines, in the part of the Specimen Signature intended for that purpose, that an imprint of stamp shall be a compulsory part of the specimen signature, the Bank shall be entitled to require supplementation of the imprint of such a stamp to the specimen signature in all documents based on which the Account Owner and/or Authorised Persons specified in the Specimen Signature will dispose of the Account. 5. Only Account Owner shall be entitled to change the Specimen Signature. Unless separately otherwise agreed, the effect of the power of attorney, its change, cancellation or limitation shall start on the Banking Day following after the date of delivery of the Specimen Signature or of other written document to the Bank. If several Specimen Signatures to the relevant Account are delivered to the Bank on one Banking Day, the last Specimen Signature delivered on the relevant Business Day to the Business Place, which keeps the Account, shall apply. Change of the Specimen Signature shall have no impact on Instructions (Payment Orders) delivered before such a change, unless they are change by the Account Owner on the basis of a special written request. 6. The Specimen Signature shall be valid until revoked and that despite the fact that there occurred change in facts, which are basis for elaboration of the Specimen Signature. 7. Without regard to the scope of the power of attorney provided in the Specimen Signature, the Authorised Person shall not be entitled to the below-mentioned acts on behalf of the Account Owner: a) to change, supplement, cancel the contractual relationship; b) to change, supplement, cancel the Specimen Signature; c) to any legal act determined by the Bank at its own discretion that it relates exclusively to the Account Owner. 8. Payments in a currency different from the currency in which the Bank keeps the Current Account on the basis of written Contract on Current Account concluded with the Client 28
shall be translated by the Bank into the currency of the Current Account. The Client shall be obliged to pay the Bank a Charge for the conversion in compliance with the Price List of the Bank valid on the day of the conversion. The Bank shall not be obliged to accept any payment in coins in a foreign currency. 9. The Account Owner shall be obliged to secure on the Current Account financial means at least in the amount sufficient for payment of his payable obligations towards the Bank arising from the present GBT&C, Payment Orders and the Contract on Current Account (including interests and Charges), as well as other contracts concluded between the Bank and the Account Owner in connection with other Banking Products provided to the Account Owner by the Bank, unless otherwise agreed in case of such Banking Deals. 10. The Account Owner shall be obliged to observe the amount of the Minimum Balance. The Bank shall be entitled not to perform Payment Order by performance of which funds on the Current Account would drop under the sum of the Minimum Balance. 11. The Account Owner can ask the Bank to limit disposal of financial means on the Current Account in a form of immobilisation, terms and conditions of which shall be agreed separately in writing between the Bank and the Account Owner. 12. The Bank shall be entitled, upon request of the Account Owner, to allow debit balance on the Current Account (loan facility, authorised overdraft, overdraft loan). If the Bank satisfies such request, it shall notify its decision to the Account Owner or it shall enter into separate loan contract with the Account Owner. The Account Owner expresses his consent to terms and conditions of the Contract provided in the notice by first drawing of financial means from the Current Account up to the amount of the authorised debit balance. Rights and obligations of the Bank and the Account Owner during performance of these payments shall be regulated according to provisions of the Commercial Code on the loan contract. The Bank shall be entitled to the agreed interests on such granted financial means, the amount of which is provided in the loan contract or Published by the Bank. 13. The Bank can suggest the Client to draw financial means up to the debit balance on the Current Account even without prior request of the Account Owner. The first drawing of financial means up to the debit balance on the Current Account shall be deemed by the Bank as if the Account Owner accepted the proposal of the Bank and agreed to the terms and conditions of drawing financial means up to the debit balance, especially as if he agreed to the amount of the Interest Rate. 14. The Bank provides also other Banking Products to the Current Account, which it can group into a package of services (hereinafter referred to as the Package of Services ), whereas the scope of single Packages of Services and their price shall be Published by the Bank in the Price List. Banking Products which are not included in the Package of Services and the Bank is providing them to the Client, shall be charged according to the Price List. Within the Package of Services, the Bank can provide preferential terms and conditions for single Banking Products. The Bank reserves the right to change composition of single Banking Products in the offer of Packages of Services, and that for the reason of changes in the business policy of the Bank or in connection with development of legal environment or on the basis of changes on the monetary and capital market or on the basis of changes on the banking market. In case of exclusion of any banking product from the Package of Services, validity of preferential terms and conditions shall terminate and the Bank shall further provide such banking product to the Client separately under the terms and conditions Published by the Bank in the Price List for the relevant Banking Product. Client may ask for cancellation (exemption) of a Banking Product included in the Package of Services. In case the Client is not using some of the Banking Products included in the particular Package of Services, he is not entitled to have the price for the Package of Services reduced. The Bank shall be obliged to inform the Client about change of the Package of Services by Publication of the change of the Price List in compliance with Article 11 paragraph 3 hereof. 29
15. Unless otherwise provided in the present GBT&C, relations in establishing and maintaining the Current Account shall be regulated by provisions of the Commercial Code on contract on current account. 16. A Reference Account is a special type of Current Account. If the Client wishes to use a Deposit Account and does not have any other Current Account opened in the Bank in the relevant currency for performance of payment services directly related to establishment of Deposits on the Deposit Account and receipt of payments from the Deposit Account, the Bank shall open for the Client, on the basis of a special Contract, a Current Account called Reference Account, which shall be used solely for performance of payment services directly related to the establishment of Deposits on the Deposit Account and receipt of payments from the Deposit Account. Article 19 Joint Account 1. The Bank can establish one Current Account also for two or more major Clients, whereas each of them shall have a position of the Account Owner. From legal transactions concerning such joint account, there shall be entitled and obliged all jointly and severally. 2. Account Owners shall be entitled to perform acts concerning the joint account independently, except for: a) changes, supplements or termination of the Contract on Current Account; b) granting, change and revocation of power of attorney of Authorised Persons; c) any other act, if the Bank determines that such act can be made only by Account Owners jointly. 3. The Bank shall not check mutual claims of Account Owners regarding financial means on the joint account and shall bear no liability for such mutual claims. 4. Unless otherwise expressly provided, it shall apply that act of the Bank made towards one of the Account Owners shall be act made towards all of them and accordingly act made by one of the Account Owners towards the Bank shall be act of all Account Owners. 5. In case of death of any of the Account Owners, other Account Owners shall be entitled to dispose of financial means on the joint account. In case of death of the Account Owner or one of the Account Owners of account to which pension benefits are credited, the Bank shall be entitled to block the account against withdrawals. 6. Provisions of Article 10 of the present GBT&C shall apply to delivery of correspondence concerning the joint account, except for that if the Bank delivers correspondence concerning the joint account only to one of the Account Owners, effects of the delivery shall arise also towards other Account Owners. 7. The Bank shall not open any Joint Account for natural persons entrepreneurs, legal entities and minors. Article 20 Savings Account 1. On the basis of written Contract, the Bank is establishing and maintaining for the Account Owner Savings Account as a special type of the Current Account, which, if there are observed terms and conditions of disposal of financial means on the Account, allows more favourable interest on Deposit. For the purposes of this paragraph of the GBT&C, disposal of the deposit on the Savings Account shall mean transfer or withdrawal of the Deposit or a part thereof, cancellation of the Savings Account or other act of the Account Owner having similar effect. The Account Owner shall be entitled to Dispose of the Deposit on the Savings Account or with a part thereof without sanction fees only after notification of notice to the Bank and after expiry of the agreed period of notice. The Bank 30
and the Account Owner shall agree upon the length of the period of notice in the Contract on Savings Account. The Savings Account may not be Reference Account to the Deposit Account. 2. The Bank shall publish periods of notice for Deposits, amount of Interest Rates and amount of the Basic Deposit on a Savings Account. 3. Interests on the deposit on the Savings Account shall be credited by the Bank as it is agreed in the Contract, and that either to the Savings Account or in favour of other account determined in the Contract. If interests are credited to the Savings Account in the time of maturity, the Account Owner shall be entitled to dispose of the sum of credited interests for the period of 12 months since they were credited even without giving notice to the Bank. 4. It is allowed to give several notices for any amount of Deposit (up to the maximum amount of disposable balance of the Savings Account) for one Savings Account, whereas the length of the period of notice agreed in the Contract shall be the same for all the notices. Notice can be given to the Bank in writing, by phone, by means of electronic banking services or in other way agreed in the Contract. 5. The Account Owner shall be entitled to any deposit financial means to the Savings Account. Disposal of the deposit is conditioned by notification of withdrawal of Deposit or a part thereof by the Account Owner or Authorised Person to the Bank and by expiry of the period of notice. The Account Owner or the Authorised Person shall be entitled to dispose of the deposit without any sanctions also within the deadline of 5 calendar days following after expiry of the period of notice. Disposal of a deposit on the Savings Account without notification of withdrawal or before expiry of the period of notice shall be deemed to be a breach of contractual terms and conditions, whereas the Bank shall be entitled to refuse such an order of the Account Owner or approve such a Disposal of the deposit and charge a sanction fee for preliminary withdrawal to the debit of the Account Owner, which (the sanction fee) shall be determined from the sum withdrawn early, namely in the amount according to the valid Price List. 6. If the Account Owner does not dispose of the Deposit or a part thereof on the Maturity Date or within the deadline of 5 calendar days after the expiry of the period of notice, the notice shall not be considered and the Bank shall further maintain the Deposit under the terms and conditions agreed in the Contract. 7. If the Account Owner asked the Bank for permission to Dispose of the Deposit on the date determined by the Account Owner without giving notice and he did not dispose of the Deposit on such day, such request shall not represent notification of notice. 8. If the Account Owner Disposed of the Deposit before the Maturity Date, the Bank shall be entitled to charge to the debit of the Account Owner a penalty (fee) of the collected sum in the amount determined in the Price List. The Bank shall not allow Disposal of Deposit before the Maturity Date should the balance of the Savings Account after such disposal drop under the sum corresponding with sum of so far notified notices of the Account Owner. 9. If the Account Owner asked on the Maturity Date for pay-out of sum higher that for which he gave the notice, the Bank shall be entitled to charge penalty (fee) of the sum, which exceeds the notified sum of the Deposit in the amount determined in the Price List. Article 21 Deposit Account 1. The Bank shall establish and maintain for the Account Owner the Deposit on the Deposit Account in a certain currency on the basis of written Contract on Deposit Account. The assumption for establishment and use of the Deposit Account in a certain currency is existence of Current Account, being, unless otherwise determined by the Client, the Reference Account, which will be established by the Bank as at establishment of the 31
Deposit Account and whose number shall be notified by the Bank to the Client. The Savings Account may not be Reference Account to Deposit Account. Unless otherwise determined by the Account Owner, as at establishment of the Deposit Account the Bank shall establish, on the basis of the Contract, for the Account Owner the Reference Account, which shall be used solely for performance of payment services with the Deposit Account. 2. Establishment of several Deposits in the same currency with various Restriction Periods can be agreed on the Deposit Account. The condition for acceptance of the Deposit to the Deposit Account shall be conclusion of a special agreement on deposit between the Bank and the Account Owner where there will be agreed terms and conditions of the Deposit (especially, Reference Account No., amount and currency of the Deposit, Restriction Period of the Deposit, Interest Rate as at the date of establishment of the Deposit, method of crediting interests and automatic renewal of the Deposit). The Account Owner can authorise in the Specimen Signature to the Reference Account other Authorised Persons for establishment, cancellation and disposal of time Deposits on the Deposit Account. 3. If there is agreed automatic renewal of the Deposit and the Account Owner is not interested in establishment of repeated Deposit, he shall be obliged to notify this fact to the Bank at least two Banking Days before the Maturity Date, otherwise the request of the Account Owner for Disposal of the Deposit shall be deemed as a request for preliminary Disposal of the Deposit. 4. Restriction Period of deposits, amount of Interest Rates and amount of the Basic Deposit on the Deposit Account shall be Published by the Bank. 5. The Client shall establish Deposits on the Deposit Account, unless otherwise agreed, solely through the Reference Account. As at establishment of the Deposit, the Bank shall transfer the agreed sum of the Deposit from the Reference Account in favour of the Deposit Account and, on the Maturity Date of the Deposit, it shall pay out the sum of the Deposit (principal) including interest in favour of the Reference Account or in favour of other account determined by the Account Owner in the agreement on Deposit. If there is agreed automatic renewal of the Deposit, the Bank shall automatically on the Maturity Date of the deposit transfer the sum corresponding with the amount of the agreed repeated Deposit from the Reference Account to the Deposit Account. If, at the time of establishment of the Deposit or in the time of establishment of repeated Deposit, there are not sufficient financial means on the Reference Account for establishment of the Deposit, the Bank shall not establish the Deposit. 6. Disposal of the Deposit during the agreed Restriction Period is not possible, unless otherwise agreed in the Contract on Deposit Account and/or Agreement on Deposit. If the Account Owner requires Disposal of the Deposit during the Restriction Period, the Bank can allow him to do so, however, on the condition of payment of fee for preliminary Disposal of the Deposit, and that in the amount determined according to the Price List. 7. The Account Owner shall be entitled to agreed interests on financial means on the Deposit Account. If there is agreed automatic renewal of the Deposit, the Bank shall pay interests on the Deposit at interest rate valid for the agreed Restriction Period, which is Published on the Deposit Reestablishment Date. The interest rate shall not change during the Restriction Period. Calculation of interests shall be based on the actual number of days in the calendar month and fiction of 365 days in the calendar year. 8. Establishment of Deposits for Clients by means of Electronic Banking Services shall be governed by special Business Terms and Conditions for Provision of Electronic Banking Services, unless otherwise provided herein. 9. If the Account Owner and the Bank do not agree upon automatic renewal of the Deposit and the Account Owner does not give other instruction to the Bank, the Bank shall transfer principal of the Deposit including interest to the Reference Account and shall no longer pay interests on the Deposit, unless otherwise agreed. 32
10. If the Account Owner fails to deposit, no later than as at conclusion of agreement on deposit, the Basic Deposit in favour of the Reference Account, the Account Owner undertakes to do so no later than within the deadline determined in the agreement on deposit. If the Account Owner fails to comply with such obligation within the determined deadline and, at the same time, no other agreement is made, the agreement on deposit shall cease to exist without further ado (resolutive condition). 11. The Bank shall be entitled to cancel the Deposit Account if during the period of 12 months there is no deposit made on the Deposit Account. The Bank shall cancel the Deposit Account also in case that the Reference Account was cancelled for whatsoever reason and the Account Owner did not determine other of his Current Accounts for that purpose. 12. The Bank shall inform owner of the Deposit Account about made transfers, about established Deposits and their numbers, about charged fees, about Interest Rates and about the amount of interests, all that in a form of report on settlement being statement from the Reference Account. The statement from the Reference Account, in items of payments paid in favour of or from the Deposit Account, shall also represent report on settlement of received and made payments in favour of and from the Deposit Account. The method and periodicity of provision of the report on settlement shall be determined in the Contract according to which the Reference Account is established. 13. Unless otherwise provided in the present GBT&C, relations in case of establishment and maintenance of the Deposit Account shall be regulated by provisions of the Commercial Code for the Contract on Deposit Account. Article 22 Bankbook 1. Bankbook is a security confirming receipt of Deposit by the Bank, i.e. origin and existence of deposit relationship between the Client as a depositor and the Bank. 2. Amount of the Basic Deposit, Minimum Balance, restriction period of the Deposit, amount of Interest Rates and currencies in which the Bank issues and keeps Bankbooks are being Published by the Bank. 3. A Contract on Deposit is concluded between the owner of the Bankbook and the Bank based on deposition of at least the Basic Deposit to the Bankbook by its owner and acceptance of such a Deposit by the Bank. The condition for issuance of a Bankbook is deposition of the Basic Deposit determined by the Bank. 4. By issuance of the Bankbook, the Bank confirms acceptance of the Deposit and origin of obligation relationship pursuant to provisions of the Civil Code. 5. The Bank shall indicate in the Bankbook the amount of Deposit, changes in the amount of the Deposit, its final balance, as well as other facts concerning the Deposit. Settlement on the Bankbook shall be performed in the currency in which the Bankbook is established. Unless other amount of Deposit is proved, record in the Bankbook shall be decisive. It is not permitted to make any other records in the Bankbook, except for the records provided in this paragraph. The owner of the Bankbook shall be liable for damage suffered by the Bank due to actions at variance with this paragraph. 6. The Bankbook can be issued only in the first name, surname, Birth Register No. or date of birth and permanent address of a Natural Person who is owner of the Bankbook. It is not possible to Dispose of the Deposit without submission of the Bankbook, unless otherwise provided by a special law. 7. Bankbook in the name of a minor child shall be issued by the Bank upon request of legal representative or other person authorised pursuant to the Act No. 36/2005 Coll. on Family and on Modification and Amendment of Certain Acts as amended after submission of documents referred to in Article 4 hereof. Only legal representative of the minor child shall be entitled to further dispose of the Bankbook in the name of the minor 33
child and of the Deposit on the Bankbook. The Bank shall be entitled to require that further disposal of the Bankbook in a name of minor child and of the Deposit on such Bankbook will be approved by both legal representatives or by decision of a court. 8. Minor child in whose name the Bankbook was established can, after reaching legal age, dispose of the Bankbook and Deposit on the Bankbook without limitation and the legal representative shall loose the right to dispose of the Bankbook and the Deposit on the Bankbook. 9. Increase of the Deposit on the Bankbook is possible in compliance with provisions of the Civil Code, i.e. based on an identical expression of will of both parties. The Bank shall not be obliged to accept any financial means increasing the Deposit. 10. The Bank shall accept Deposits to the Bankbook with restriction or without restriction. In case of establishment of Deposit with restriction, the owner of the Bankbook and the Bank shall agree upon the restriction period. During the restriction period of the Deposit on the Bankbook, there can be made further Deposits. Every Deposit to the Bankbook shall be recorded separately and shall bear interest together with the whole balance of the Bankbook. For every Deposit, except for credited interests, there shall apply the minimum Deposit in the amount of the basic deposit determined by the Bank. If the Client does not withdraw the Deposit from the Bankbook with restriction as at maturity, the Bank shall deem such Deposit as a new Deposit with the same Restriction Period, whereas such Deposit and the entire balance of the Bankbook shall bear Interest Rate valid for the relevant restriction period for which the Bankbook is opened. The Bank shall pay interest on balances on the Bankbook with restriction or without restriction by applying variable Interest Rate. 11. If a person who is not the owner of the Bankbook or Authorised Person deposits financial means to the Bankbook and the Bank decides to accept the financial means intended to increase the Deposit, whereas the depositor fails to submit the Bankbook, the Bank shall issue the depositor with a confirmation of receipt of such financial means, whereas it shall record the increase of the Deposit in the Bankbook after its submission by the owner of the Bankbook or Authorised Person. 12. The confirmation of receipt of financial means intended to increase the Deposit, if accepted by the owner of the Bankbook, shall represent a confirmation of a different amount of the Deposit than recorded in the Bankbook in compliance with provisions of Article 781 Para. 2 of the Civil Code until the time of registration of the increased Deposit in the Bankbook. 13. Withdrawal of the Deposit and interests can be conditioned or limited by password or other immobilisation, ban of payment on the basis of written order of the owner of the Bankbook or his legal representative, by proceedings on redemption of the Bankbook, decision of a court or other relevant authority on the ban of Disposal of the Deposit or on the ban of payment of the deposit. The Bank shall not be liable for damage, which will be suffered by the owner of the Bankbook due to authorised limitation of Disposal of the Deposit on the Bankbook. 14. Immobilisation can be established, changed and cancelled only on the basis of written request of the owner of the Bankbook or his legal representative, submitted at the Business Place, where the Bankbook is maintained. In case of establishment of immobilisation, its changes and cancellation, the Bankbook must be always presented. 15. The owner of the Bankbook can be represented by a person who will prove her authorisation to act on behalf of the owner of the Bankbook by officially certified power of attorney or other document proving the authorisation to act on behalf of the owner of the Bankbook according to the law or on the basis of court decision. The owner of the Bankbook or his legal representative can authorise in such way only person who reached the legal age. Such authorised person shall not be entitled to authorise other person to dispose of the deposit on the Bankbook. 34
16. The power of attorney must have a written form, must contain data unambiguously identifying the giver of the power of attorney, i.e. depositor in whose name the Bankbook is established or his legal representative and data of the holder of the power of attorney, i.e. person authorised by the giver of the power of attorney and data for what time the power of attorney is granted and for what legal acts connected with Disposal of the Deposit on the Bankbook it is granted. The power of attorney must be signed by the owner of the Bankbook or by his legal representative, whereas the signature must be officially certified. If the giver of the power of attorney revokes the power of attorney, its validity shall end on the day following after the date of delivery of the revocation of the power of attorney to the Bank. 17. The owner of the Bankbook undertakes to compensate the Bank for any damage incurred due to actions of the holder of the power of attorney based on a cancelled power of attorney, if the owner of the Bankbook fails to notify the Bank of the cancellation or termination of such a power of attorney without undue delay. 18. The owner of the Bankbook or his legal representative shall be obliged to report loss, destruction or theft of the Bankbook to the Bank without undue delay, whereas he shall be obliged to prove his identity and to state data required for identification of the Bankbook. The Bank shall redeem the lost, destroyed or stolen Bankbook upon motion of the owner of the Bankbook or his legal representative or person who has legal interest in it. After the end of the redemption proceedings, the Bank shall issue the owner of the Bankbook or his legal representative with new Bankbook or shall pay out, upon request, the balance of the deposit. Terms and conditions of redemption of the Bankbook, which was stolen or destroyed, shall be Published by the Bank. 19. The Bank shall create a ban of Deposit payout on the Bankbook if the owner of the Bankbook informs the Bank that an unknown person has taken the Bankbook from him and asks the Bank for creation of the ban of payout or if the owner of the Bankbook notifies loss or theft of the Bankbook by an unknown perpetrator and does not require its redemption. The Bank shall cancel the ban of Deposit payout if, within one (1) month since the date of creation of the ban of Deposit payout, the owner of the Bankbook fails to submit the Bank documents proving exercise of the right for issuance of the Bankbook with the relevant court. The ban of Deposit payout can be cancelled before expiry of the one (1) month deadline only by the owner of the Bankbook, namely on the basis of a written request. 20. The deposit relationship shall be terminated on the basis of request of the owner of the Bankbook in case of drop of the Deposit under the Minimum Balance or if the Client, during the period of twenty years, does not dispose of the Deposit on the Bankbook and does not submit the Bankbook to supplement records, the deposit relationship shall cease to exist by expiry of such a period. The Bank shall cancel the Bankbook as a security at the last day of such a period. The Client shall be entitled to be paid balance of the cancelled deposit within the statutory period of limitation. The Bank shall be entitled to pay out the balance of the cancelled Deposit after examination of the presented written request and other documents, including the cancelled Bankbook, by means of which the Client will prove his entitlement. The Bank shall be entitled to assess the credibility and sufficiency of the presented documents at its own discretion, namely in the compliance with the statutory requirement to act prudently within the framework of its activity. Article 23 Bank as Deposit Administrator 1. The Bank's consent is required for appointment of the Bank as a deposit administrator; otherwise such an appointment shall not be effective. If the Bank is effectively appointed as deposit administrator, the Bank shall issue founders with confirmation of the amount of received financial means. 35
2. If the Bank performs the function of deposit administrator, it shall not allow Disposal of the Deposit on the Current Account of company in establishment procedure to any person until the moment of origin of legal entity or until founders credibly prove to the Bank that the legal entity will not arise, whereas in case of proving such fact the Bank shall return paid Deposit to founders and shall cancel the Current Account. Article 24 Interests on Deposits 1. The Bank shall pay interests on the deposit according to annual Interest Rate determined in per cent in the currency in which the Current Account, Deposit Account, Bankbook are maintained and in compliance with Interest Rates Published by the Bank. Interest on financial means shall start on the date of crediting financial means (Deposit) to the Current Account, Deposit Account, Bankbook and shall end on the day preceding the date of their withdrawal from the Current Account, Deposit Account, Bankbook or deposit certificate, or transfer from the Current Account or Deposit Account. The Bank shall credit interests to the Current Account, Deposit Account, Bankbook once a year, namely as at the last calendar day of the year, unless otherwise agreed or Published. It is possible to dispose of interest on the Bankbook with agreed restriction on the 1 st calendar month of the following year after crediting without Charge for preliminary Disposal of the Deposit. After expiry of such deadline, the interest shall become a separate Deposit with agreed restriction on the Bankbook. 2. The Bank shall be entitled to change Interest Rates applied to the balance on the Account and/or Deposit Account and/or Bankbook depending on the change of the Bank's business policy or in relation to the development of legal environment or based on changes in the banking, monetary and capital markets and dates in crediting interests. The Bank shall Publish the change of Interest Rates and dates of interest crediting including effective date thereof in its Business Premises and on its web site or in other suitable way agreed with the Client. 3. The Bank shall publish the interest-bearing basis for calculating interests on Account, Deposit Account and Bankbook. 4. Interests on Deposits shall be subject to tax pursuant to valid legal regulations and international treaties, which are binding for the Slovak Republic. For the needs of taxation, the Bank shall divide the balance of Deposit on the Account maintained in a form of joint account in the same proportions. 5. The Client undertakes to present the Bank documents proving facts having influence on determination of income tax rate on the Deposit (confirmation of non-resident of tax domicile). In case of failure to comply with this obligation, if the Bank deducts incorrect amount of tax to the tax administrator and if the tax administrator imposes tax underpayment and penalties for incorrect deduction, the Bank shall be entitled to satisfy related Bank's Claims from the Current Account, Deposit Account, Bankbook or any account of the Client maintained by the Bank. Article 25 Account Statements 1. The Bank shall provide the Client with information about balance of financial means on the Account and about performed Payment Transactions for the agreed calendar period, namely in a form of statements from the Account to be sent within the deadlines and in the way agreed with the Client in the relevant Contract. 2. The Bank shall provide statements from the Current Account: a) to the Client who is not a Consumer pursuant to the Act on Payment Services, within the deadlines and in the way agreed in the Contract on Current Account, 36
whereas the Bank shall charge a fee for this service in compliance with the valid Price List; and b) to the Client Consumer free of charge at least once a month, unless otherwise agreed in the Contract on Current Account. 3. The Bank shall prepare statements from the Account usually in a paper form and they shall be available for the Client for collection in person at the Bank's branch, which maintains the Current Account, (printed document) or on a different permanent medium. On the basis of Client's request, the Bank can agree with the Client on sending statements from Account in the form of e-mail. A statement from Account in the form of e- mail is a locked file in the PDF form protected by password and delivered to the Client's e-mail address. The Bank recommends the Client to active the password for the purposes of higher protection of the statement from Account in the form of e-mail. The Bank shall not be liable for damage suffered in connection with the fact that the Client fails to enter the password for the protection of statements from Account in the form of e- mail. 4. If, for technical reasons, the Bank fails to state in the statement from the Account any Payment Transactions made at the end of the agreed period, it shall state the same in the statement from the Account in the following period; the Bank shall calculate Interest related to such Payment Transactions on the basis of data valid in the time when the Payment Transactions were made (valuta (foreign exchange) date). 5. If the Bank and the Client agree upon collection of statements from the Current Account in person at the Business Place, which keeps the Current Account, and such kept statements from the Current Account are not collected within three (3) months since the date following after they are prepared, the Bank shall be entitled to liquidate them. 6. If the Bank and the Client agree upon the frequency for collecting statements from the Account that is longer than one (1) month, the Bank shall give any monthly statement to the Client, upon his request, free of charge. This shall be without prejudice to a fee for duplicate of the statement. If the Client receives the statement by mail or collects it at the Bank's branch in person, the Bank shall issue the duplicate of the statement for a fee. If requirements of the Client regarding duplicates are, at the Bank's discretion, beyond the usual scope considering the substance of the matter as for their quantity, the Client shall be obliged to pay the Bank any further costs related to preparation of such documents. 7. The Bank and the Client have agreed that if statements from Accounts, which are being delivered to the Client: a) by mail to the last address notified to the Bank or to an address known otherwise in a form of ordinary mail matter, are returned to the Bank as not delivered at least twice in a row, the Bank shall be entitled to change the contractually agreed way and frequency of delivery of statements, namely into collection of statements from Accounts in person and monthly frequency of statements from Accounts; and b) by e-mail to the address notified by the Client, are returned to the Bank as not delivered at least twice in a row, the Bank shall be entitled to change the contractually agreed way and frequency of delivery of statements, namely into collection of statements from Accounts in person and monthly frequency of statements from Accounts. 8. The Bank shall hand over statements from the Account only to persons authorised to collect statements from the Account and whose identity the Bank has verified. 9. The Bank shall be entitled to correct incorrect settlement on the Client's account by a debit or a credit item, and that even if the Bank sent the Client a statement from the Account, which contains incorrect settlement. The Bank shall subsequently inform the Client of the corrections it made on the Account. 10. The Client shall be obliged to confirm correctness of balance on the Account at the last day of the preceding year by 31 st January of the following year and to file any objections with the deadline. For the purposes of assets and liabilities stocktaking, the failure to 37
make a confirmation or to raise objections within the deadline shall be considered as a Client's approval of the correctness of the balance on the Account. Shall a failure shall not have any influence on the Client's right to require the Bank to perform a corrective settlement pursuant to the relevant generally binding legal regulations, if the objection proves to be justified. 11. In case of death of the Client, the Bank shall be entitled to limit sending of statements from the Account in order to reduce costs on the part of Client's heirs. Chapter Two LOANS Article 26 1. Loans, their types, conditions for granting loans and their drawing, conditions for loans repayment, responsibility of the Client or of other persons in connection with drawing and repayment of loans, conditions of settlement of loan instalments, as well as related rights and obligations of the Bank and the Client are regulated in Special Business Terms and Conditions for single types and forms of loans, which are Published by the Bank. Chapter Three PAYMENT SERVICES Article 27 1. Terms and conditions for provision of Payment Services connected with performance of Payment Transactions, as well as rights and obligations of the Bank and the Client related to their provision are regulated by Special Business Terms and Conditions for Provision of Payment Services or by other business terms and conditions, which will replace these terms and conditions. Chapter Four NOTES AND CHEQUES Article 28 Notes 1. The Client can submit the Bank notes for discount, procurement of collection or for procurement of acceptance. Notes submitted for discount must contain endorsement filled in favour of the Bank or blank endorsement; notes submitted for procurement of collection can contain authorising endorsement in favour of the Bank. The Bank shall not be obliged to accept offer for repurchase of a note or discount or to perform order for procurement of collection or acceptance required by the Client, and that even without giving any reason. 2. The Client shall be responsible for formal correctness of issuance and presenting the note, authenticity and binding nature of signature on the note and for the fact that the note was acquired in a legal way and in a good faith. A note, which does not contain requisites prescribed by the Notes and Cheque Act or which has other formal lacks, can 38
be returned by the Bank to the Client. The Bank shall return to the Client note about validity and authenticity of which it has doubts, e.g. data on the note are retyped, crossed out or otherwise altered. 3. As at presentation of the note, the Client shall be obliged to prove to the Bank, upon its call, his identity in the manner determined by the Bank. The Client shall have this obligation especially as at submission of note for repurchase and discount. 4. Drawer, bill holder and person of drawee must be stated in the note in unabbreviated name/business name including registered office and IČO (Corporate Identification No.), if there is considered legal entity, or in case of natural person non-entrepreneur in unabbreviated first name, surname (in case of natural person entrepreneur also business name), address and Birth Register Number (last data is not required in case of natural persons non-residents, when it shall be replaced by date of birth). Next to signatures of persons on notes acting on behalf of legal entity, there must be stated first name, surname and title of signatory. Next to signatures of natural persons on notes, the own signature (even if well legible) does not replace data about first name and surname of the signatory. The above-mentioned shall not apply in case of a note accepted for acquisition of collection or accept, when it shall be sufficient if the note complies with provisions of the Notes and Cheque Act. 5. Data on the note accepted for procurement of collection must be without retyping, crossing out and other changes, which would cast doubts regarding validity of the note. The Bank shall issue the Client with confirmation of acceptance of note for procurement of collection. If the Bank does not issue such written confirmation, it shall be deemed that the contract on procurement of collection was not concluded. 6. The Bank shall notify maturity of note and shall present according to maturity the note to the drawee within the statutory deadline for payment. Amount of the note can be paid in cash or cashless. If cashless payment is expected, the Bank shall notify the drawee about forthcoming maturity of the note, so that the drawee will submit the Bank payment order worked out on the basis of data provided in the note, and that at least one Banking Day before the maturity date of the note. If the Bank accepted note for acquisition of collection and drawee is not client of the Bank, the Bank shall acquire the collection through bank of the drawee, whereas payment of the amount of note shall be performed exclusively cashless. 7. If the drawee does not pay the amount of the note within the maturity date, the Bank shall proceed according to the Client's instruction or according to agreement with him. 8. In case of discount of the note, owner of the note shall make transfer to the Bank for payoff. Data on the front side of the note, presented for discount, may not be retyped, crossed out or otherwise altered. The Bank shall repay the note to the submitter according to the agreement in cash or cashless and shall become owner of the note. 9. As at presentation of note to the Bank for discount by payment of sum in cash, the Client shall be obliged to prove his identity. 10. According to maturity of the note, the Bank shall require within the statutory deadline payment of the sum specified in the note from the drawee. If the drawee fails to pay the discounted note, the Bank shall proceed according to a special law. If the drawee fails to pay the note, which the Bank accepted only for collection acquisition, the Bank shall proceed pursuant to instructions of sending bank (bank of the bill holder). 11. The Bank can agree with the Client whose note was discounted by the Bank that it will collect from his Account the sum specified in the note, if the discounted note is not paid on the maturity date. 12. If there is discounted note, which does not contain clause releasing the owner of the note from the obligation to procure protest due to failure to pay, and if the drawee fails to pay the amount of the note, the bank shall procure protect and shall issue the client with note with protest document on the assumption that there will be applied paragraph 11 of this Article. If the Bank accepted note for acquisition of collection or accept, the Bank shall 39
acquire protest due to non-payment or non-acceptance of the note according to instructions of sending bank (bank of the bill holder). 13. After payment of the note, the Bank shall issue to drawee with note containing confirmation of payment and signatures according to specimen signatures of the Bank. 14. A note cannot be used as accounting document or order for settlement; in case of cashless payment, it represents basis for elaboration of order for settlement. 15. Relationships between the Bank and the Client from note deals shall be governed by generally binding legal regulations, in particular by the Notes and Cheque Act and by Uniform Rules for Collection issued by the International Chamber of Commerce in Paris and by the present GBT&C. 16. Financial Note is a security with unconditional promise of the drawer, being the Bank, to pay the eligible person, specified in the note, within the maturity date of the note, the financial sum specified in the note. Financial Note is transferable security (unless there is separately agreed issuance of Financial Note with clause not to order ), therefore the first owner and all the following owners can transfer it, within the period of its limitation, to other legal entities or natural persons, which shall become new owner of the note. Transfer to new owner shall be performed by endorsement on the back of the note between the owner and acquirer according to the Notes and Cheque Act in the extent in which their contents are not at variance with nature of promissory note. 17. The Client shall be the first owner (remittent) of Financial Note. He can keep such note until the maturity date and present the note on the maturity date to the Bank for payment or, during the period of restriction, he can transfer the note by endorsement to a new owner. The Bank shall pay the amount of the note to the last owner after presentation of the Financial Note, however, not sooner than on maturity date. The Bank shall not be obliged to pay the Financial Note before maturity. 18. If the Financial Note is not presented to the Bank on the maturity date, the Bank shall pay no interest on the amount of the note after such date. Article 29 Cheques 1. Cheque is a security by which the drawer of the cheque orders to the drawee (usually bank, in which the Account is maintained) to pay out amount of the cheque to person indicated in the cheque. Use of cheques is regulated by the Notes and Cheque Act. 2. The drawer can issue the cheque only if there are sufficient financial means on the Account to which the cheque is issued. 3. The drawer shall issue the cheque on a form, which is provided by the Bank, in compliance with printed form, whereas completed data must be in one language and may not be retyped, crossed out, deleted or otherwise altered. 4. Cheque can be issued by natural person or legal entity. 5. The drawer can issue the cheque in the name of natural person (unabbreviated first name, surname and address) or legal entity (unabbreviated business name and registered office) or in the name of cheque owner (owner, holder). 6. Cheque must be signed in own signature by Account Owner or by other Authorised Person to dispose of financial means on the Account from which it shall be paid, according to Specimen Signature filed with the Bank. 7. Drawer or owner can determine in the cheque method of payment in cash or by cashless transfer to account (supplementation of clause only for clearance). 8. Person presenting the cheque shall be obliged to prove his/her identity by valid identity document. 9. Presenter shall present cheque for payment or for collection within deadlines determined by the law, whereas the date of issue of the cheque shall not be included in the deadline. 40
10. After expiry of deadline determined by the law, the drawer of the cheque can refuse payment by revocation of the cheque. 11. The owner shall be obliged to immediately report to the Bank in writing loss or theft of cheque or cheque book, otherwise the Bank shall not be liable for damage suffered due to clearance of cheque. 12. If the cheque is not duly completed, the presenter does not prove his identity, or there are insufficient funds on the Account, the Bank shall return the cheque to the presenter without cash performance, except for cases of reported loss, theft or suspicion of fraudulent action. 13. The Bank shall accept from Clients cheques for collection on the basis of written request submitted by the Client at every Business Place of the Bank. 14. The Bank can refuse to accept for collection cheque, which does not have all the requisites duly completed or cheque, which is incorrectly endorsed (signature, in case of legal entity stamp and signature of owner of the cheque on the back side of the cheque). 15. Cheques issued in the name of legal entity and presented by legal entity shall be paid cashless to account of the legal entity. 16. The Bank does not accept endorsed cheques for collection. 17. If the presenter of the cheque does not determine the method of collection, the Bank shall decide on the most suitable method for presenter of the cheque. 18. If the drawee requires return of cheque sum, which the Bank credited to the account of cheque owner or paid in cash to the cheque owner, the Bank shall be entitled to require from the cheque owner return of the cheque sum along with costs connected with such transaction. Article 30 Private Cheques 1. Private cheques are issued by natural person or legal entity on forms of cheques issued by the Bank on the basis of written request of Account Owner at every Business Place of the Bank. 2. Drawer can use the cheque for payment of cheque sum in cash to cheque owner at every Business Place of the Bank or for cashless payment of his obligations inland or abroad. Article 31 Bank Cheques 1. The Bank shall not issue cheques, unless provided otherwise in the Price List Chapter Five PAYMENT CARDS Article 32 Debit Cards 1. Debit Cards, their types, terms and conditions for their issuance by the Bank, rules of their use, responsibility of the Client possibly of other persons in connection with use of the card, terms and conditions of clearance of transactions made by the card, as well as related rights and obligations of the Bank and the Client are regulated by Special Business Terms and Conditions for issuance and use of Debit Cards, which are Published by the Bank and which determine a part of contents of the relevant Contract on Card between the Bank and the Client. 41
Article 33 Credit Cards 1. Credit Cards, their types, terms and conditions for their issuance and granting of loan facility to them, rules of their use, terms and conditions of drawing and repayment of loan facility, responsibility of the Client possibly of other persons in connection with use of the card and in connection with drawing and repayment of loan facility, terms and conditions of clearance of transactions made by the card, as well as related rights and obligations of the Bank and the Client are regulated by Special Business Terms and Conditions for issuance and use of Credit Cards, which are Published by the Bank and which determine a part of contents of the Contract on Card between the Bank and the Client in connection with issuance of the Credit Card and granting, drawing and repayment of loan facility. Chapter Six ELECTRONIC BANKING SERVICES Article 34 1. Terms and conditions for use single Electronic Banking Services and for making them available in conditions of the Bank, responsibility of the Client possibly of other persons using Electronic Banking Services, as well as related rights and obligations of the Bank and the Client are regulated by Special Business Terms and Conditions for provision of electronic banking services, which are Published by the Bank and which determine a part of contents of the relevant Contract between the Bank and the Client. Chapter Seven OTHER DEALS AND SERVICES Article 35 Purchase and Sale of Foreign Exchange (Valuta) and Foreign Currency 1. The Bank can buy and sell foreign exchange and foreign currency in currencies provided in the exchange list of the Bank in compliance with valid foreign currency regulations and bank usage. The Bank shall issue the Client with confirmation of purchase or sale. 2. The Bank shall not buy and sell foreign exchange and foreign currency in currencies, which are not provided in the exchange list of the Bank, and damaged banknotes. Damaged banknotes and coins in domestic currency, which the Bank exchanges in compliance with valid generally binding legal regulations, are an exception. 3. Banknotes and coins, in case of which there are doubts of their authenticity, shall be retained by the Bank without compensation in compliance with valid generally binding legal regulations. The Bank shall issue confirmation of retention and shall hand over copy of the confirmation to the Client. 4. At own discretion, the Bank can buy coins in currencies provided in the exchange list and that in limited extent and for own needs. 5. The Bank performs conversion of foreign exchange and foreign currency by applying exchange rate Published by the Bank. Article 36 Safe Deposit Boxes 1. The terms and conditions for rental of safe deposit boxes in the Bank's conditions, liability of the Client or other persons authorised to use safe deposit boxes, as well as rights and 42
obligations of the Bank and the Client are regulated by Special Business Terms and Conditions for Rental of Safe Deposit Boxes, which are Published by the Bank and which determine a part of contents of the Contract on Safe Deposit Box Rental concluded between the Bank and the Client. Article 37 Safekeeping of Valuables 1. The Bank offers Clients the possibility of safekeeping documents, papers, and securities issued by the Bank. The Bank performs the safekeeping on the basis of a contract concluded between the Bank and the Client, without insurance in safekeeping places of the Bank. The Bank accepts for safekeeping documents presented to the Bank in sealed packages. If dimensions of the package for safekeeping or other conditions do not allow safe deposition of the same in the safekeeping place, The Bank shall be entitled to refuse to accept the valuables for safekeeping. PART FOUR GENERAL PROVISIONS Article 38 Information about the Bank Basic data UniCredit Bank Czech Republic and Slovakia a. s., registered ofice: Želetavská 525/1, 140 92 Praha 4 Michle, Czech Republic Company ID: 649 48 242 incorporated in the Companies Register of the Municipal Court in Prague under the file number B 3608 carrying on business on the territory of the Slovak Republic by way of UniCredit Bank Czech Republic and Slovakia a. s., pobočka zahraničnej banky registered office: Šancová 1/A, 813 33 Bratislava Company ID: 47 251 336 incorporated in the Companies Register of District Court Bratislava I, section: Po, file number: 2310/B Contact data: Information line of the Bank: Tel.: +4212 4950 1111, -2112, -2113, -3445 Toll free UniTel 0800 180 180 / *1111 (charged for calls from abroad + 421 44 547 6870) Internet address: http://www.unicreditbank.sk BIC/SWIFT code: UNCR SK BX Bank s code for the purposes of payment services: 1111 Financial market supervision authority: Czech National Bank Registered office: Na Příkopě 28, 115 03 Prague 1, Czech Republic National Bank of Slovakia 43
registered office: Imricha Karvaša, 813 25 Bratislava, Slovak Republic Bank provides services in the Slovak Republic based on one banking permit under the European Union Legislation through notice of the Czech National Bank No. 2013/5785/570 dated of 20 th May 2013 and notice of the conditions for operation of a branch of a foreign bank on the territory of the Slovak Republic based on one banking permit of the National Bank of Slovakia No. OBD-5659/2013 dated of 4 th July 2013. Authority controlling the compliance with obligations established by Act No. 129/2010 Coll. on Consumer Credits and Other Credits and Loans for Consumers: Slovenská obchodná inšpekcia/slovak Trade Inspection Seated: Prievozská 32, 827 99 Bratislava, Slovak Republic Article 39 Insurance of Deposits 1. Deposits on accounts of Clients in the Bank are protected in compliance with relevant provisions of special legal regulations. 2. Insurance of deposits, method and scope of payout of compensations and other terms and conditions are determined by valid legal regulations. 3. The Client shall be obliged to submit the Bank all the documents necessary for the Bank to assess whether the deposit of the Client is subject to insurance pursuant to special legal regulations; if the relevant documents are not submitted to the Bank, the deposit of the Client shall be deemed as unprotected, unless otherwise follows from the act. Article 40 Deals with Persons with Special Relationship with the Bank 1. The Bank shall not perform deals with persons who have special relationship with the Bank, which (the deals) with regard to their nature, purpose or risk the Bank would not perform with other clients. 2. The Client in his signature on the relevant contract concluded between the Client and the Bank confirms that he is not a person with special relation, which has a special relationship with the Bank pursuant to relevant provisions of the Act on Banks and, at the same time, acknowledges that if his representation proves to be false, this fact shall result, in case of Contract, in its invalidity, except for the contract on the basis of which the Bank granted the Client a loan; in case of a granted loan, the loan including appurtenance shall become immediately payable as at the date when the Bank learned about falsity of such data. The Client undertakes to inform the Bank, without undue delay, about every change of his data due to which he will become a person with special relationship with the Bank. 3. As at conclusion of the Banking Deal, as well as during duration of obligation relationship, the Client shall be obliged to notify the Bank in writing about facts, which would cause that he would be deemed as politically exposed person pursuant to valid generally binding legal regulations. The Client undertakes to notify the Bank, without undue delay, about every change of his data due to which he will become politically exposed person. If such allegation proves to be false, or if the Client fails to comply with such obligation, the Bank can immediately terminate the contractual relationship. Article 41 Final Beneficiary and Politically Exposed Person 44
1. The Final Beneficiary is a natural person (non-entrepreneur and/or entrepreneur) in whose favour the Banking Deal is being performed, or a natural person who a) has a direct or indirect share or sum thereof of at least 25% in the registered capital or in voting rights in a client being a legal entity entrepreneur, including bearer shares, if such a legal entity is not an issuer of securities accepted for trading at a regulated market, which is subjected to reporting requirements pursuant to the Act on Securities and the like; b) has a right to appoint or otherwise designate or remove from office the statutory body, majority of members of the statutory body, majority of members of the Supervisory Board or any other managerial body of the client being a legal entity entrepreneur; c) controls the client being a legal entity entrepreneur in any way other than those specified in letters a) and b); d) is a founder, statutory body, member of the statutory body or any other managerial body, supervisory body or controlling body of the client being an association of assets defined in the Act on the Protection against Criminal Income Legalisation and Terrorism Financing, or who has the right to appoint or otherwise designate or remove from office these bodies; e) is recipient of at least 25% of funds provided by the association of assets, if future beneficiaries of such funds are determined; or f) belongs to a circle of persons in whose favour the association of assets is established and operating, if future beneficiaries of funds of the association of assets are not determined 2. In compliance with generally binding legal regulations, the Bank shall be entitled to ask the Client, who is not a Consumer to identify the Final Beneficiary in writing and also to require from the Client to present documents and provide information for the verification of identification of the Final Beneficiary. 3. In compliance with the general legal regulations the Bank shall be entitled to require from Client, being a legal entity or association of property, written documents or information required for establishment of the Client's ownership structure or management structure. 4. The Bank shall be also entitled to require from the Client any information and written documents about the purpose and planned nature of the Banking Deal and provision of information and written documents for identification and verification of identification in relation to the Client, the Banking Deal and the funds used, namely in compliance with the Act on the Protection against Criminal Income Legalisation and Terrorism Financing. 5. Politically exposed person shall mean a natural person performing a significant public office and during performance thereof and for the period of one year from termination of the performance of the significant public office has not permanent residence in the territory of the Slovak Republic. 6. A significant public office shall mean a) head of a state, prime minister, deputy prime minister, minister, head of a central state administration body, state secretary or similar deputy minister, b) member of a legislative body, c) supreme court judge, judge of the constitutional court or other judicial body of higher level, the decisions of which cannot be appealed, with the exception of special cases, d) member of a court of auditors or board of a central bank, e) ambassador, chargé d'affaires, f) high-ranking member of the armed forces, g) member of a managing body, supervisory body or controlling body of a state enterprise or business company owned by the state, or h) person in other similar office carried out in the institutions of the European Union or in international organizations. 7. Politically exposed person shall also mean a natural person, who is 45
a) husband, wife or person with similar position as the husband or wife of the person referred to in point 5. hereof, b) child, son-in-law, daughter-in-law of the person referred to in point 5. hereof or a person with similar position as the son-in-law or daughter-in-law of the person referred to in point 5. hereof, c) parent of the person referred to in point 5. hereof. 8. Politically exposed person shall also mean a natural person, who is known to be the final beneficiary a) of the same client or otherwise controls the same client as the person referred to in point 5. hereof or carries out business together with the person referred to in point 5. hereof, or b) of the client who was established for the benefit of the person referred to in point 5. hereof. In compliance with the generally binding legal regulations, the Bank is entitled to inquire whether the Client (in case of legal entities including statutories, partners, Authorized Persons, final beneficiaries; in case of natural persons including consignors) is not a Politically Exposed Person, to require information and written documents from the Client in compliance with the Act on Protection Against Criminal Income Legalisation and Terrorism Financing. Article 42 Place and Time of Performance 1. Unless otherwise expressly agreed between the Bank and the Client in writing, payment place for payment of obligations arisen on the basis of obligation relationships between the Bank and the Client shall be Business Places of the Bank in the Slovak Republic. 2. The Client undertakes to observe operating hours of Business Places of the Bank, including its suspensions due to extraordinary events. The Client also undertakes to observe safety regulations and measures of the Bank, and that especially in the area of manipulation with cash and other valuable objects and values. Article 43 Language of Legal Documents and Other Documents 1. The Bank shall conclude any agreements and contracts in the Slovak language, unless it agrees with the Client upon conclusion of the contract in a different language. 2. If any contract or agreement between the Client and the Bank was concluded, before the effect of the present GBT&C, in Slovak or Czech language and at the same time in a foreign language, wording of such document in the Slovak or Czech language shall be decisive, unless otherwise agreed between the Client and the Bank. 3. The Bank and the Client shall be obliged to communicate in the Slovak language, unless the Client and the Bank agree upon communication in a different language. 4. The Bank shall be entitled, at own discretion, to require that copies of original document submitted by the Client to the Bank will be officially certified. In case of foreign documents, which will be submitted by the Client to the Bank, the Bank shall be entitled to require that these documents will be officially certified and super-legalised, possibly that clause Apostille will be indicated in them or attached to them pursuant to Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents as of 5 th October 1961. Provisions of this paragraph shall apply also to documents submitted by the Client or representative of the Client hereunder. 5. The Bank shall not be obliged to accept any deed or document prepared in a language other than the Slovak language, unless otherwise agreed with the Client in the contract; 46
the Bank shall be entitled to require that to any document in other than the Slovak submitted by the Client, there will be submitted Slovak translation with expert clause. The Bank is using exclusively Slovak translation and does not check its compliance with the original language version. 6. The Bank shall be entitled to assess at own discretion sufficiency and credibility of documents submitted by the Client with the aim to prove his authorisation to act and facts stated by the Client. Article 44 Governing Law and International Treaties and Commercial Usage 1. All obligation relationships between the Bank and the Client shall be governed by valid regulations of the Slovak Republic and in compliance with them they shall be also interpreted, unless otherwise agreed between the Bank and the Client or stipulated by mandatory provisions of the law; courts of the Slovak Republic shall be competent and relevant for solving disputes from such relationships. 2. Banking Deals between the Bank and the Client and their mutual relationship shall be further regulated by international treaties (agreements), which are binding for the Slovak Republic and which are being applied by the present GBT&C and business usage concerning banking operation to the extent in which such usage is not at variance with the rule of law of the Slovak Republic. If provisions of such treaties (agreements) or usage are different than or at variance with the present GBT&C, relevant international treaties (agreements) shall be decisive (shall have priority) over the GBT&C and usage. Article 45 Solving Disputes and Local Competence 1. The Bank and the Client shall attempt to settle all disputes, which can arise from their obligation relationships, and that by negotiation held in good intentions and they shall try to avoid lawsuit. 2. General court competent according to the valid generally binding legal regulations shall be relevant for hearing and deciding disputes from mutual relationships between the Bank and the Client. 3. If the Bank concludes with the Client an arbitration agreement, disputes arisen between the Bank and the Client shall be decided by arbiters of the Standing Court of Arbitration of the Slovak Banking Association with its seat in Bratislava according to the Rules of Procedure of the Standing Court of Arbitration of the Slovak Banking Association. Article 46 Execution Proceedings 1. If execution proceeding is conducted against the Client via ordering claim from account in a bank, the Bank shall be entitled to block on the Client's Account sum in the amount of the claim, which is being recovered by execution. If the claim is being recovered together with delay interest, the Bank shall be entitled to block sum increased by delay interest calculated for three (3) months in advance for payment of future interests. The Client shall not be entitled to dispose of blocked financial means for the period when they are blocked, except for the cases permitted by law. 2. If currency of the claim being recovered specified in the order for commencement of execution is not the same as the currency in which the blocked Account of the Client is maintained, The Bank shall be entitled to block on the Account of the Client a sum in the 47
amount of the claim translated by applying exchange rate foreign currency check on the day of delivery of order for commencement of execution increased by 10 % for foreign exchange differences. In case of payment of the claim from execution, the Bank shall be entitled to make conversion of the blocked sum into currency, in which the order for commencement of execution is issued. If the Client does not have an Account in the Bank in a common currency, the Bank shall make the execution payment in the common currency through the Bank s internal account in the common currency. 3. All costs of the Bank connected with execution including costs connected with conversion shall be fully borne by the Client. 4. In case of blocking financial means on the Account due to execution, the Client shall be obliged to ask the Bank for payment of financial means not subject to execution. The Client shall claim payment of financial means up to the amount not subject to the execution, which the Bank shall be entitled to pay pursuant to generally binding legal regulations, in person and only at the branch, where the Client will submit written statement that he did not exercise the right for payment of such financial means from other Account, not even in another bank. The Bank shall pay financial means not subject to execution to the Client in cash, unless other form of payment is agreed. If the Client fails to ask for payment of financial means not subject to execution, the Bank shall be entitled to pay the execution. 5. If wage or any other income is sent to the Client to the Account blocked for execution from which the Client requires payment of sum that may not be deducted from the Client's monthly wage according to the law, the Client shall notify this fact to the Bank in writing including specification of the amount of such a sum. If executor does not agree with the amount of the sum specified by the liable party, the amount determined by the executor shall be decisive. The Bank shall pay the relevant sum to the Client after submission of written statement containing consent to the payment of the sum granted by the executor who ordered the execution and only in the case that credit financial means in sufficient amount are present on the Client's Account. The Bank shall pay the required sum to the Client in cash, unless other form of payment is agreed. This provision shall apply only to executions by means of instructing a claim from account maintained in a bank according to the Execution Order. If the Client's account is blocked for other reasons, e.g. ordered ban on disposition with the account, tax execution or execution of court's ruling, the Bank shall not be entitled to pay the financial means. 6. With regard to the fact that financial means intended for special purpose are excluded from executions pursuant to generally binding legal regulations, but not accounts, the Bank can block all the Accounts of the Client within the framework of the execution proceedings, including Accounts for special purpose and specific, whereas proving of the fact that financial means not subject to execution are present on such Accounts shall be the obligation of the Client as Account Owner, who shall apply for their release by course of law (at the authority, which ordered the execution, or in court) 7. Voluntary payment of claim being recovered in execution proceedings from financial means, which are blocked on the Account of the Client in the relevant execution proceedings, can be paid only on the basis of Transfer Order (payment order) submitted at branch and only in case that they are actually present on the Account. The Bank shall not be obliged to allow the Client payment of claim being recovered by execution from loan facility (Authorised Overdrafts on Current Account, the so-called overdraft account), even if it was permitted on the Account. Voluntary payment of tax execution from blocked financial means can be performed only with consent of tax administrator. In the case of execution of a ruling ordered by a court, the law does not allow voluntary payments from blocked financial means. 8. If also Account on which there is loan facility (Authorised Overdraft on Current Account, the so-called overdraft account) is subject to execution via ordering claim from account, the Bank, after delivery of order for commencement of execution from the account, shall 48
be entitled to stop drawing of the loan facility and require its preliminary payment. Loan facility on the Account is created by financial means of the Bank, which are not being provided for payment of execution. Due to execution, the Bank can redirect financial means being paid to the so-called overdraft account to another account of the Client without loan facility, where financial means subject to execution will be blocked. If the Client does not have such an account, the Bank shall be entitled to establish to that end the so-called execution account, on which financial means subject to execution will be blocked. 9. If the Client wishes to cancel the Account subject to execution, the Bank may not pay the blocked financial means to the Client. The Client can send balance of credit financial means for payment of execution voluntarily or these financial means shall be transferred to the Bank's internal account where they shall be deposited until receipt of execution order based on which the Bank will be entitled to pay them in favour of the execution. In the case of cancellation of execution, the Bank shall contact the Client and the Client shall notify the Bank an Account to which unblocked financial means can be sent. 10. If the Client has several Accounts and there is not enough credit funds to cover the execution in full amount on any of them, the Bank shall impose blocking for execution at several or at all Client s Accounts where necessary, whereas being entitled to make internal transfers of credit funds to a single Account of the Client, from which the execution will be paid after enactment of enforceability. Article 47 Complaints 1. The Bank shall accept complaints regarding its services in its Business Premises and, during handling complaint of the Client, it shall proceed in compliance with valid legal regulations and the Published Complaint Code of the Bank. Article 48 Severability 1. Any of the provisions of the GBT&C or of any Contract between the Client and the Bank, which becomes invalid or unenforceable, shall not have influence on the validity and enforceability of other provisions of the present GBT&C or the Contract. The parties has undertaken to replace in such case the invalid or unenforceable provisions by provisions valid and enforceable, which will have legal meaning and effect as close as possible to the provision, which shall be replaced. Article 49 Accounting Records 1. Accounting and other records kept by the Bank in connection with obligation relationship between the Bank and the Client shall be in case of any discrepancies between the Bank and the Client always the decisive document in relation to all matters to which they relate. Article 50 Miscellaneous 49
1. The Client represents that all the financial means with which the Client or the Authorised Person performs the Banking Deal are in his possession and the deal is being performed on his own account. This representation shall be deemed as true and repeated as at every performance of the Banking Deal, unless the Client states contrary. If the financial means with which the Client or the Authorised Person performs the Banking Deal are not in their possession, the Client or the Authorised Person undertakes to deliver the Bank representation of owner of the used financial means, as well as consent to their use. 2. The Client represents that before conclusion of the Banking Deal he has been familiarised with: a) terms and conditions of the Bank for accepting Deposits and granting Loans and performance of all the other Banking Deals and with their prices including examples; b) the amount of annual percentile interest rate of the Banking Deal valid in the time of written conclusion of the Banking Deal; c) circumstances, which can influence development of the annual percentile interest rate of the Banking Deal on the basis of the contract, GBT&C or Special Business Terms and Conditions during duration of the obligation relationship; d) pay-offs required by the Bank from the Client, which are connected with the obligation relationship in compliance with the Act on Banks; and e) with pay-offs in favour of the Client, which are connected with the obligation relationship in compliance with the Act on Banks. 3. The Bank shall provide its Banking Products to the Client individually or in the agreed combinations in compliance with valid legal regulations on the assumption of observance of the total financial exposure towards the Client determined by the Bank. 4. If any Banking Product was provided to the Client, the Client thereby shall not be entitled to provision of other Banking Products. 5. If there are several persons on the side of the Client as a party to the obligation relationship between the Bank and the Client, obligations of the Client and such persons towards the Bank shall be joint and several, unless otherwise provided in the present GBT&C, Special Business Terms and Conditions or in the Contract. 6. If there occurs on the financial market, which is decisive for the relevant Banking Product, for political, economic or other reasons, a situation which is beyond the influence of the Bank due to which performance provided by the Bank becomes significantly more costly than in time when the relevant Contract was concluded or the performance becomes impossible, the Bank shall be entitled to suspend or to not perform its contractual performance towards the Client. PART FIVE INTERIM AND FINAL PROVISIONS Article 51 1. The present GBT&C, Special Business Terms and Conditions and other Contracts concluded with the Client as at the effective date of the present GBT&C shall apply also to those Banking Deals, which are not contained in already concluded Contract and/or which the Bank does not offer in the time of conclusion of the Contract with the Client and for which the Client will apply on the relevant form of the Bank. Application of the Client shall be accepted by the Bank by issuance of confirmation signed by the Bank and the Client, on the assumption that application of the Client complies with terms and conditions provided in the present GBT&C and with Special Business Terms and Conditions, if any; in case when the Bank considers its suitable, also without conclusion of Contract with the Client. 50
2. General Business Terms and Conditions of HVB Bank Slovakia a.s. as of 15 th January 2006 in wording valid as at 31 st March 2007 shall primarily apply to loan contracts on granting loans to entrepreneurs, concluded between the Clients and legal predecessors of UniCredit Bank Slovakia a. s. (i.e. with any of the following entities: Creditanstalt, a.s., Bank Austria (SR), a.s., Bank Austria Creditanstalt Slovakia a.s., HypoVereinsbank Slovakia, a. s or HVB Bank Slovakia a.s.); these business terms and conditions shall apply to the relevant loans sustainedly, unless otherwise agreed between the Client and the Bank. 3. In order to improve the quality and simplify provision of Banking Products or extension of offer of Banking Products provided by the Bank in connection with change of business policy of the Bank or in connection with development of legal environment or on the basis of changes in the banking, monetary and capital markets, which is objectively capable of influencing the provision of Banking Products and conditions of their provision, or in order to secure prudent business of the Bank and bank stability, the Bank shall be entitled to modify or supplement the GBT&C and/or Special Business Terms and Conditions or to fully replace them and, if agreed with the Client, also single terms and conditions of the Contract. The Bank shall Publish the change of the GBT&C and/or Special Business Terms and Conditions, as well as the change of the relevant provision of the Contract, including its effective date. In case of a change of the GBT&C and/or Special Business Terms and Conditions or terms and conditions of the Contract, which represents change of the Framework Agreement pursuant to the Act on Payment Services, the Bank shall Publish such a change with the following deadlines: a) no later than two months before the effective date of the change in case of a Framework Agreement concluded with a Client Consumer pursuant to the Act on Payment Services; b) no later than within 15 days before the effective date of the change in case of a Framework Agreement concluded with a Client who is not a Consumer pursuant to the Act on Payment Services. The Client shall be entitled to express disagreement with the change of the GBT&C and/or Special Business Terms and Conditions by means of a written notice delivered to the Bank in the form of registered mail matter not later than on the day preceding the effective day of such a change. 4. However, if the Client fails to notify the Bank in writing, within the deadline referred to in paragraph 3 of this Article, that he does not accept the change of the GBT&C and/or Special Business Terms and Conditions, it shall apply that the Client accepted and agreed to the change and the change of the GBT&C and/or Special Business Terms and Conditions shall become an inseparable part of the relevant Contract on the effective date of the change of the GBT&C and/or Special Business Terms and Conditions. 5. If the Client expresses his disagreement with the change of the GBT&C and/or Special Business Terms and Conditions and no agreement is reached, both the Bank and the Client shall be entitled to terminate their obligation relationship with immediate effect, whereby all mutual claims of the parties shall become payable immediately. 6. All contractual relations arisen between the Client and the Bank as of the effective date hereof shall be governed by these GBT&C, unless the GBT&C provide otherwise. All contractual relations entered into by and between the Client and banks to which the Bank has become the legal successor shall be governed exclusively by these GBT&C, unless these GBT&C provide otherwise. The Client shall also be deemed to have given consent to these Business Terms and Conditions if the Client performs any legal act in relation to the Bank or continues to receive products, with the situation making it clear that the Client wishes to continue in the relevant contractual relations with the Bank, or Client acts in a manner proving that Debtor has become familiar with these GBT&C. 7. The present GBT&C shall come into force on the date of Publishing and become effective on 15 th October 2014. 51