Part 1 For domestic companies, individuals and foreigners
Part 2 For overseas firm and company
Part 1 For domestic companies, individuals and foreigners
Part A: Common Terms and Conditions
1.Definitions and Interpretation
1.1 Unless the context otherwise requires:
"Agreed Signing Arrangement" means the signing arrangement of a particular set of Authorized Signatory(ies) stipulated by the Customer and accepted by the Bank for or in connection with the operations of Bank Account with the Bank or (as the case may be) the provision of a Service by the Bank, subject to such changes as may be agreed by the Bank from time to time.
"Terms" means this General Terms and Conditions for Banking Service.
"Authorised Signatory(ies)" means the authorised signatory(ies) appointed by the Customer and accepted by the Bank for or in connection with the operations of any Bank Account(s) with the Bank or (as the case may be) provision of any Service provided by the Bank, subject to such changes as may be agreed by the Bank from time to time. For the avoidance of doubt, in case where the Customer is an individual or consists of two or more individuals, such Authorized Signatory(ies) may include such individual or (as the case may be) any one or more of such individuals; and unless the context does not allow, the term "Authorized Signatory(ies)" shall mean the Authorized Signatory(ies) concerned together with his/her/their related specimen signature(s) on record with the Bank.
"Bank" means Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd., Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd.
"Bank Account" and "Service" means respectively any bank account and any service (general or investment) opened or set up or continued to be maintained or provided by the Bank for the Customer under or pursuant to the Terms and/or any bank account and any service as referred to in the Terms.
"Business Day" means any day on which banks in the PRC are open for business.
"Customer" means the person who applies the Bank Account and the Service with the bank and accepts the Terms.
"PRC" means the People's Republic of China, which, for the purposes of this "General Terms and Conditions for Banking Services", shall exclude Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
"Renminbi" or RMB means the lawful currency in the PRC.
"Hong Kong Dollars" means the lawful currency in HKSAR at the relevant time.
"Relevant Terms and Conditions" means the terms and conditions governing the operations of the relevant Bank Account with the Bank or (as the case may be) the provision of the relevant Service by the Bank. For the avoidance of doubt, such Relevant Terms and Conditions include (but without limitation) provisions contained in the Terms whereby the relevant Bank Account or (as the case may be) the relevant Service is set up or continued to be provided or maintained for the Customer.
"Signature Number" means the signature number or code from time to time designated by the Bank and accepted by the Customer for representing a particular set of Authorized Signatory(ies) together with the relevant Agreed Signing Arrangement.
1.2 Headings are inserted in the Relevant Terms and Conditions (including this Part A) for convenience of reference only and shall not affect the construction of the provisions of the Relevant Terms and Conditions (including this Part A).
1.3 Unless the context otherwise requires:
a.words denoting the singular include the plural and vice versa;
b.words importing a gender include every gender;
c.the word "person" includes any individual, individual business operator, sole proprietorship, partnership, company, foreign investment enterprise, representative office of foreign institution in China or other incorporated or unincorporated entity.
2.Joint, Sole Proprietorship, Partnership, etc.
2.1 If the Customer consists of two or more persons, the following provisions shall apply:
a.the obligations and liabilities of such persons under the Terms and/or the Relevant Terms and Conditions or in connection with any transaction or contract made under the Terms and/or the Relevant Terms and Conditions shall be joint and several and any demand made by the Bank to any one or more of the Customer so jointly and severally liable shall be deemed to be demand made to all such persons constituting the Customer;
b.the Bank is at liberty to release or discharge any one or more of the persons constituting the Customer from liability under the Terms and/or the Relevant Terms and Conditions or to compound with, accept compositions from or make any other arrangements with any of such persons without in consequence releasing or discharging one or more person(s) constituting the Customer from the Terms and/or the Relevant Terms and Conditions or otherwise prejudicing or affecting the Bank's rights and remedies against the other person(s);
c.all instructions and transactions relating to any Bank Account or (as the case may be) any Service in the event of the death of any one or more of the persons constituting the Customer shall be subject to any claim or objection of any governmental authority and shall be without prejudice to any right which the Bank may have arising out of any lien, charge, pledge, set-off, claim, counterclaim or otherwise whatsoever or any step or legal proceedings which the Bank may in its absolute discretion deems desirable to take in view of any claim by any person other than the survivor(s) of them or the executors or administrators of the deceased;
d.subject to paragraph 2.1.c above, the Bank shall hold on the death of any of the persons constituting the Customer all credit balance or balances, securities and property(ies) in all the accounts and all moneys due by the Bank to the Customer under any transactions and services to the order of the survivor(s) of the Customer or (in the case of death of all the persons constituting the Customer, the executor(s) or administrator(s) of the last survivor of the Customer) and any payment by the Bank as above shall be an absolute full and conclusive discharge to the Bank as against the Customer (including the deceased and his/her estate and successor) provided that the Bank may require the production of documentary proof of the death and/or the relevant legal grant to the estate of the deceased; and
e.the Bank's set off right hereunder may be exercised against any one or more of such persons such that money, property or proceeds otherwise payable to the Customer may be applied by the Bank in or towards the satisfaction of any obligations or liabilities owing to the Bank by any one or more (albeit not all) of the persons comprising the Customer.
2.2 If the Customer is a firm (whether sole proprietorship or partnership firm), the following provisions shall apply in addition to Clause 2.1:
a.the Customer and the proprietor/partners and persons carrying on business in the name of the firm concerned now or at any time hereafter shall be jointly and severally liable under the Terms and/or the Relevant Terms and Conditions;
b.the Customer shall immediately advise the Bank of any change (i) in the constitution or membership of the firm (whether by retirement, death, or admission of new parties); or (ii) in the name of the firm. Unless expressly released, the Customer and all persons signing the Terms and/or the Relevant Terms and Conditions as the proprietor or partners of the Customer shall continue to be liable under the Terms and/or the Relevant Terms and Conditions irrespective of any such change;
c.unless the Bank shall have actually received written notice from the Customer of any change in the membership or constitution of the firm, whether as a result of death or otherwise, irrespective of whether such change has been reported to or filed on public records with the State Administration for Industry and Commerce or its local branch or any other relevant government department or authority, the proprietor or the partners (as the case may be) of the firm on record with the Bank shall remain liable to the Bank as such and be deemed to have represented at all times to the Bank that the constitution and name of the firm have remained unchanged and the Bank shall be entitled to act accordingly and all the terms and conditions under the Terms and/or the Relevant Terms and Conditions and authorities given to the Bank Account(s) and/or the relevant Service(s) shall continue to be binding and of full effect;
d.for the avoidance of doubt, the word "Customer" in Article 2 of the Terms shall include the firm and its sole proprietor or partners (as the case may be) for the time being and all the terms and conditions hereof shall be so construed accordingly;
e.in case of a partnership firm (the "Firm"), if any one or more of the partners cease to be a partner of the Firm by death, retirement or otherwise, the Bank shall be entitled and is authorized:
i.to treat the surviving or continuing partners or partner for the time being as having full power to carry on the business of the Firm and to deal with any matter whatsoever concerning or arising from the Bank Account or (as the case may be) the Service and any transactions relating thereto as if there had been no change in the Firm and all transactions effected pursuant to the request or instruction of such surviving or continuing partners or partner shall be conclusively binding on all the partners or their respective estates, including the one or more of the partners who shall have ceased to be a partner or partners; and/or
ii.in the absence of written instructions to the contrary signed by all partners of the Firm immediately before such cessation, to close or suspend the Bank Account or (as the case may be) to terminate or suspend the Service without any prior notice or reference to the Customer. The securities, property(ies) or proceeds held in any account of the Customer (subject to any of rights or claims of the Bank thereon) shall be held by the Bank to the order of all partners of the Firm immediately before such cessation; and/or
iii.at the request of the surviving or continuing partner(s) for the time being, to open a new Bank Account or (as the case may be) to set up new Service with them in the same name as that of the Firm (hereinafter referred to as the "New Firm") and to carry on business with them and to collect and pay thereto any or all cheques, bills, drafts, notes and/or other instruments with the name of the firm as the named payee (whether they are in fact payable to the Firm or the New Firm) without enquiry and such collection and payment shall be a valid discharge to the Bank and conclusively binding on all of the partners of the Firm and their respective estates, including the one or more of the partners who shall have so ceased to be partner or partners, irrespective whether or not such payment or collection will in fact result in reduction, payment or satisfaction of any or all of the debts or liabilities of the New Firm to the Bank and/or otherwise be used only for the benefit or business of the New Firm or the partners of the New Firm to the Bank's knowledge.
For the avoidance of doubt, it is hereby expressly declared that this Sub-clause 2.2.e shall continue to apply and have effect irrespective of whether or not any notice of change in the constitution or name of the Firm has in fact been sent to and received by the Bank and whether or not the partnership of the Firm be deemed in law or in fact to have been dissolved or ceased to exist.
2.3 If the Customer is an association, committee or other unincorporated body, the Terms and/or the Relevant Terms and Conditions shall remain in full force and effect and shall be binding on the Customer, notwithstanding any change in membership or constitution of the Customer.
2.4 The Customer hereby warrants and represents that:
a.if the Customer is a limited company or other incorporated or unincorporated body, the Customer has been duly established in accordance with all applicable laws, rules and regulations;
b.all acts, conditions, things required to be done, performed and observed in order that the Terms and/or the Relevant Terms and Conditions shall constitute the legal, valid and binding obligations of the Customer enforceable in accordance with its terms have been done, performed and observed in strict compliance with all applicable laws, rules and regulations and the constitutional documents of the Customer.
3. Instruction
3.1 Any instruction from the Customer or any Authorized Signatory(ies) on behalf of the Customer (when they signed as per the relevant Agreed Signing Arrangement) shall be given in the manner or pursuant to the arrangement(s) as from time to time agreed and accepted by the Bank. Without prejudice to the Bank's right to refuse to accept the instruction under the Terms and/or the Relevant Terms and Conditions, the Bank shall be entitled not to accept the instruction not so given, except where the Bank otherwise agrees.
4.Authorized Signatory(ies), Agreed Signing Arrangement and Signature Number
4.1 The Authorized Signatory(ies) (when they signed as per the relevant Agreed Signing Arrangement) shall have full authority on behalf of the Customer to deal with the Bank in respect of any matter whatsoever concerning or arising from the relevant Bank Account or (as the case may be) the relevant Service or to give to the Bank any directions, orders or instructions of whatever nature (in the form of standing instruction or otherwise) relating thereto and/or enter into all types of agreements with the Bank in connection with the aforesaid matters, including but not limited to:
a.the closing of the relevant Bank Account of whatever type with the Bank or the termination of the relevant Service; and
b.any change of correspondence address and contact number of the Customer;
But excluding:
(i)the application for opening of new Bank Account or (as the case may be) setting up of new Service, save as otherwise provided in the Terms; and
(ii)any change of the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement.
4.2 Unless otherwise agreed to by the Bank or save as otherwise provided in the Terms, any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or Agreed Signing Arrangement and/or application for any new Bank Account or (as the case may be) new Service shall only be effected as and when:
a.the Bank shall have received duly authorized written instruction from the Customer in the form and substance satisfactory to the Bank, requesting the Bank for such change or application; and
b.the Bank shall agree to give effect to such change or application.
4.3 The Bank and the Customer may from time to time agree to set up a specific Signature Number to represent a specifically agreed set of Authorized Signatory(ies) and Agreed Signing Arrangement (the "Agreed Set of Signing Arrangement"). To set up a Signature Number, the Bank and the Customer may, for the purpose of determining the related Agreed Set of Signing Arrangement, refer to a new set of Authorized Signatory(ies) and Agreed Signing Arrangement or to any set of Authorized Signatories and Agreed Signing Arrangement of any existing Bank Account or Service. In the latter case, the Customer shall be deemed to have adopted the relevant Signature Number for the existing Bank Account or Service.
4.4 The Customer may designate the Authorized Signatory(ies) and Agreed Signing Arrangement of any Bank Account or Service by adopting a Signature Number therefore. In such event, the Authorized Signatory(ies) and Agreed Signing Arrangement applicable to the relevant Bank Account or Service shall be deemed to be the Agreed Set of Signing Arrangement as represented by the relevant Signature Number.
4.5 Any effective change in the Agreed Set of Signing Arrangement of a Signature Number shall apply to all Bank Accounts and Services using the same Signature Number. For the avoidance of doubt, all other Bank Accounts and Services using other Signature Numbers shall not be affected thereby, and the closure or termination of any Bank Account or Service using a Signature Number shall not affect the other Bank Accounts and Services using the same Signature Number.
4.6 Notwithstanding that more than one Bank Account and/or Service may be established under the same document or Terms, the Customer may adopt a different Signature Number for each such Bank Account and/or Service.
4.7 In case the set of Authorized Signatory(ies) and the relevant Agreed Signing Arrangement of a Bank Account or Service (the "Relevant Bank Account and/or Service") are described as "the same as" those of another Bank Account or Service (the "Reference Account"), if there is any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Reference Account, the corresponding Authorized Signatory(ies) his/her/their respective specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Relevant Bank Account and/or Service shall be deemed to change accordingly without the necessity of any reference to the Customer, provided that the closure of the Reference Account shall not affect the continuity or effectiveness of the Authorized Signatory(ies) and Agreed Signing Arrangement of the Relevant Bank Account(s) and/or Service(s).
4.8 In respect of any of the Services, if the Agreed Signing Arrangement thereof shall consist of two or more levels of authorization, all and any of such levels of authorization shall be equally effective as the Agreed Signing Arrangement of such Service.
4.9 Notwithstanding that the Bank Account(s) and Service(s) may be established simultaneously under one single document or Terms, the Authorized Signatory(ies) and the Agreed Signing Arrangement of each and every Bank Account and Service will be treated as independent by the Bank so that any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the Agreed Signing Arrangement for any Bank Account or Service will not affect the others.
4.10 The Customer agrees to ratify at all times all acts, deeds, directions, orders or instructions given by any or all of the Authorized Signatory(ies) in accordance with Clause 4.1 above and acknowledges that the same shall at all time be binding on the Customer.
4.11 The Authorized Signatory(ies) shall have continuous authority and powers to deal with the Bank in accordance with Clause 4.1 above until and unless the Bank shall have actually received written notice to the contrary in the prescribed form and duly signed by the Customer in accordance with Clause 4.2 above and the Bank shall have notified the Customer of the Bank's acceptance of, or have actually accepted and acted upon, such contrary notice.
4.12 Notwithstanding anything contained herein, the Customer agrees and acknowledges that the Bank shall have the absolute right at any time, without prior notice or giving any reason therefore, not to accept any order, request or instruction from all or any of the Authorized Signatory(ies).
4.13 In the event of the death of the Customer or any one or more or all of the Customer (in case more than one), any payment, act, thing or matter made or done by the Bank pursuant to the request instruction or direction of the Authorized Signatories or any of them after such death but prior to the actual receipt of notice in writing thereof by the Bank shall be absolutely and conclusively binding on the Customer, the respective estate(s) and any party/parties claiming through or under the Customer or any one or more of them.
5. Notice
5.1 Any notice or other communication to the Customer in connection with any Bank Account or (as the case may be) any Service may be given by the Bank to the Customer orally, or in writing. Written notice to the Customer may be by letter, by way of advertisement in the newspaper or posting notices in banking halls or through such other means as the Bank deems fit.
5.2 Oral notice or communication shall be deemed to have duly given to and received by the Customer when any officer or agent acting for the Bank verbally notifies, whether in person or through the telephone, the Customer or, as the case may be, any individual comprising the Customer or any one of his Authorized Signatory(ies).
5.3 Subject to the provisions in Clause 5.5 below, written notice or communication shall be deemed to have been duly sent to and received by the Customer: (a) if delivered personally, at the time of such delivery; (b) if sent by letter postage prepaid, forty-eight hours after posting (for Customer with an address outside the PRC, 7 days after posting); (c) if sent by facsimile, at the time of despatch; (d) if sent by cable, twenty-four hours after despatch; and (e) if sent by any other telecommunication means, at the time of despatch.
5.4 Subject to the provisions in Clause 5.5 below, any written notice or communication from the Bank to the Customer shall be deemed duly sent to the Customer at the address or facsimile number or e-mail address of the Customer stated in the Terms and/or such other address or facsimile number or e-mail address from time to time notified by the Customer to the Bank in accordance with Clause 5.7 below.
5.5 All written notices and announcements by the Bank shall be deemed duly made and effectively communicated to the Customer:
a.if published on newspaper, on the third Business Day after such publishing; and
b. if displayed at banking hall of the Bank, when it has been so displayed for three (3) consecutive Business Days.
5.6 If the Customer shall consist of more than one person, any written notice or other written communication to be sent to the correspondent address set out in the Terms or to any one person comprising the Customer at the last known address, facsimile number or e-mail address of such individual from time to time or to such other address, facsimile number or e-mail address as may have been notified in writing by the Customer to the Bank in accordance with Clause 5.7 below shall be deemed effectively sent to the Customer.
5.7 Any notice or communication from the Customer to the Bank shall be in writing. Such notice shall be addressed and delivered to the Bank at its principal place of business or other contact addresses selected by the Bank and notified to the Customer and shall be deemed to have been received only upon actual receipt by the Bank.
6. Records Conclusive
6.1 The books and records of the Bank (including but not limited to any tape recording and any handwritten information recorded by the Bank's staff in the course of their dealing with the Customer) shall be conclusive and binding on the Customer, save for manifest error, for all purposes and in all courts of law.
7. Advice, Statement, Confirmation and Certificate Conclusive
7.1 The Customer shall have a duty to examine and verify the correctness of each and every entry in any advice, statement, confirmation or certificate issued by the Bank to the Customer regarding any transactions and/or other incidental matters thereto and to notify the Bank immediately in writing of any entry which the Customer considers wrongful, irregular and/or unauthorized. Unless the Bank shall have received such notice within 90 days of the date of issuance of the advice, statement, confirmation or certificate containing the entry concerned, the Customer shall not be entitled to dispute any transaction and/or entry recorded in the advice, statement, confirmation and/or certificate on whatever grounds (in particular, but without limitation, on the ground of the transaction and/or entry being carried out or made without the authorization of the Customer) provided always that the Bank shall have the absolute right (but not bound) at any time to rectify any erroneous entry.
7.2 Nothing in Clause 7.1 or contained herein or in any Relevant Terms and Conditions shall affect the Customer's right of recourse in relation to:
a.unauthorized transactions arising from forgery or fraud by any third party including any employee, agent or servant of the Customer and in relation to which the Bank has failed to exercise reasonable care and skill;
b.unauthorized transactions arising from forgery or fraud by any employee, agent or servant of the Bank; or
c.other unauthorized transactions arising from the wilful default or negligence on the part of the Bank or any its employees, agents or servants.
8.Clauses Severable
8.1 Each of the clauses and provisions of the Terms and/or the Relevant Terms and Conditions is severable and distinct from the others and if at any time one or more of such clauses or provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
9.Force Majeure
9.1 Neither the Bank nor the Customer shall be liable for any loss sustained by the other, directly or indirectly, if either is prevented from acting as a direct or indirect result of governmental restrictions, the imposition of emergency procedures or suspension of trading by any relevant market, civil disorder, act or threatened act of terrorism, natural disaster, war, strike or other circumstances beyond the party's control.
10.Personal Data
10.1The Customer acknowledges and agrees that he has noted and will note the content of a notice relating to using the personal data issued by the Bank (the "Notice", including the same as from time to time may be updated or varied by the Bank) and on display in the Bank's banking halls or otherwise made available to the Customer) and agrees that it is necessary to supply the Bank with data in connection with the opening or continuation of the Bank Account(s) or the Service(s). The Customer further authorizes the Bank to use his data for the purposes set out in the Notice and such other purposes directly or indirectly relating to any transaction and other matter in connection with any Bank Account or (as the case may be) any Service. The Customer notes that data held by the Bank will be kept confidential but permits the Bank to provide such information to the persons listed in the Notice or any other person(s) (including debt collecting agent(s)) for the purposes set out in the Notice or in compliance with any laws, regulations or directions affecting or binding on the Bank or its branches/offices.
10.2 In addition to Clause 10.1, the Bank is hereby further authorized to and may, at its discretions, provide and divulge information in respect of the Customer or in connection with any Bank Account or (as the case may be) any Service or any transaction made thereunder in writing or otherwise, to (a) any other banks, financial institutions, agents, charge or credit card issuing companies, credit reference agencies, service providers or contractors; (b) any regulatory body, or any government department or agency; (c) any Member of Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd. , Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd. or any actual or proposed participant or sub-participant in, or transferee, assignee or successor of, all or any part of the assets or business of any such member; and (d) any persons who are engaged by the Bank to provide services to the Bank for maintaining or operating the Bank Account(s) and/or Service(s) for the Customer. For the purpose of this Clause, the term "Member" shall, in relation to Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd. , Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd., mean any of the branches, subsidiaries, holding company, associated companies or affiliates of or companies controlled by any of them.
10.3 The Customer further authorizes the Bank to contact any of his/their employers (if applicable), banks, referees or any other sources for the purpose of obtaining or exchanging any information and to compare the information provided by the Customer with other information collected by the Bank for checking purposes. The Bank is entitled to use the result of such comparison to take any action which may be adverse to the interest of or against any of the Customer. The Customer consents to his/her/their data being transferred to another jurisdiction outside the PRC and to any matching procedures being carried out in respect of such data. The Customer may withdraw his consent for all or any of the above by giving to the Bank 30 days' prior written notice of such withdrawal of consent.
10.4 The Customer shall immediately inform the Bank in writing of any change in his personal particulars, address, telephone, facsimile number or e-mail address.
11. Indemnity from the Customer
11.1The Customer shall indemnify and keep the Bank indemnified from and against all reasonable costs, loss, damage, expenses (legal or otherwise), actions, demands, claims, proceedings whatsoever which the Bank may suffer, incur or sustain, whether actual or contingent, as a result of or arising from any transactions, contracts or services entered into and/or provided by the Bank under the any Bank Account or (as the case may be) any Service or as a result of maintaining or continuing any Bank Account or Service. The Customer shall pay to the Bank on demand all reasonable sums (whether actual or contingent) so suffered, incurred or sustained by the Bank (whose determination shall be conclusive and binding on the Customer) together with interest accrued thereon from the date when the same were first paid or incurred by the Bank until actual payment in full by the Customer at the rate for unarranged overdraft as specified in the relevant schedule of charges and/or interest published by the Bank from time to time and to be made available to the Customer upon request.
12. Set-off and Lien
12.1 In addition and without prejudice to any general or banker's lien, right of set-off or similar right to which the Bank is entitled by law, the Bank shall have the right and is hereby authorized at any time and from time to time hereafter when any sum is due and unpaid by the Customer or when the Customer has breached any provision whether under these Terms and Conditions or any other Terms with the Bank, without notice to the Customer (any such notice being expressly waived) to:
a.apply any credit balance on any account (whether in the name of the Customer or jointly with other(s)) at any branch or sub-branch of the Bank whether in or outside the PRC; and/or
b.set-off any of the liability of the Bank to the Customer including but not limited to such of the liability (whether actual or contingent) arising from any transaction in or towards satisfaction of the Customer's obligations and liabilities, whether actual or contingent, future or existing, due or owing to the Bank alone or jointly with other(s), whether under or pursuant to the Terms and/or the Relevant Terms and Conditions or otherwise. Where such set off and/or application of credit balance requires the conversion of one currency into another, such conversion shall be calculated at the then prevailing spot rate of exchange as determined by the Bank in its absolute discretion.
12.2 Further, the Bank may be entitled to retain all or any securities, valuable or any other property whatever and wherever situate which may be deposited with or otherwise held by the Bank or in the name of the Customer or any one or more of them whether for safe custody or otherwise and to sell the same or any part thereof at such price as the Bank shall determine whether by converting into cash, public auction, selling off, tender or any other means and the Bank may engage such agent or broker therefore and apply the proceeds thereof to set off any or all sums owing from the Customer to the Bank under and/or arising out of any transaction entered into under the Terms and/or the Relevant Terms and Conditions after first deducting all costs and expenses.
13. Time, Rights Cumulative, Waivers, etc
13.1 Time shall be of essence as regards any obligation of the Customer under the Terms and/or the Relevant Terms and Conditions or under any transaction in connection with any Bank Account or (as the case may be) any Service. But no delay or omission on the Bank's part in exercising any right, power, privilege or remedy under the Terms and/or the Relevant Terms and Conditions shall impair such right, power, privilege or remedy, or be construed as a waiver of it, nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any further exercise of it or the exercise of any other right, power, privilege or remedy. The rights, powers, privileges and remedies under the Terms and/or the Relevant Terms and Conditions are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.
14. Payment not subject to Deduction
14.1 All sums payable by the Customer under the Terms and/or the Relevant Terms and Conditions shall be paid to the Bank in the PRC and in Hong Kong Dollars or otherwise as the Bank may from time to time direct in full, free and clear of any present or future taxes, levies, imposts, duties, charges, fees or withholding and without set off or counterclaim or any restriction, condition or deduction whatsoever. If the Customer is compelled by law to make any deduction or withholding, the Customer shall promptly pay to the Bank such additional amount as will result in the net amount received by the Bank being equal to the full amount which would have been receivable had there been no deduction or withholding. Any additional amount paid under this Clause 14.1 shall not be treated as interest but as agreed compensation.
15. Transactions in Cash
15.1 The minimum settlement unit of all transactions in cash between the Bank and the Customer or any other person dealing with the Bank shall be settled by rounding the amount down to the extent necessary to the nearest integral multiple of one ten cents determined by the regulatory authorities or the prevailing practice of the Bank. The Bank or, as the case may be, the Customer or such other person shall receive a full discharge by payment in cash of the minimum settlement unit for the amount of the obligation sought to be discharged including any odd cents which are not paid. This shall not affect transactions by cheque or other means of payment which may still include amounts in odd cents.
16. Fees and Charges
16.1 The Bank may impose such fees, charges and/or commissions for the operation or maintenance of any Bank Account with the Bank or for the provision or maintenance of any Bank Account or Service by the Bank at such standard rate as specified in any schedule of fees published by the Bank from time to time, provided that the Bank may vary the amount of fees or their basis of calculation upon 30 days' prior notice to the Customer displayed or posted on the Bank's banking halls. Such schedule of fees shall be made available to the Customer at any time upon requests. Any fees, charges and/or commissions so imposed by the Bank shall be payable by the Customer on demand.
16.2 The Customer hereby authorizes the Bank (without prior notice or reference to the Customer) to deduct such fees, charges and/or commission from any one or more of the Bank Accounts.
17. Debt Collection
17.1 The Bank shall be entitled to employ debt collecting agent(s) to collect any sum due but unpaid by the Customer under the Terms and/or the Relevant Terms and Conditions. The Customer hereby agrees, and acknowledges that the Customer has been warned, that the Customer shall indemnify and keep the Bank indemnified on a full indemnity basis against all reasonable costs and expenses which the Bank may reasonably incur in employing debt collecting agent(s).
18. Amendments to the Terms and/or the Relevant Terms and Conditions
18.1 The provisions or schedules contained in the Terms and/or Relevant Terms and Conditions can be amended at any time in such manner and to such extent as the Bank may from time to time in its absolute discretion think fit. Notice of such amendment shall be deemed duly and effectively given to the Customer in accordance with Clause 5 above. Any amendments to such terms and conditions made by the Bank shall take effect and be binding on the Customer immediately upon notice to the Customer provided always that the amendments which affect fees and charges and the liabilities or obligations of the Customer shall be notified to the Customer in accordance with Clause 16.1 and shall not take effect until 30 days prior notice has been given to the Customer.
18.2 Where the Customer refuses to accept the amendment and chooses to terminate the relevant Bank Account(s) or (as the case may be) the relevant Service(s) to which the amendment relates within a reasonable period, the Bank shall, on application of the Customer, repay any annual or other periodic fee (if any), which can be separately distinguished, paid in advance in relation to such Bank Account(s) or (as the case may be) Service(s) on a pro rata basis unless the amount involved is minimal.
19. Liability of the Bank
19.1 Unless caused by our wilful misconduct or negligence, the Bank shall not be liable for any loss or damage (direct or otherwise) suffered by the Customer or any other person as a result of :
a.the cancellation of all or any Bank Account or (as the case may be) any Service; and/or
b.the withdrawal or suspension of any transaction of the Customer or for any failure to effect or execute any of the order or instruction from the Customer whether it is attributable, either directly or indirectly, to any circumstances or events outside the control of the Bank; and/or
c.any mechanical, electronic or other failure, malfunction, interruption, inaccuracy or inadequacy of the Bank's telecommunication and computer system or other equipment or its installation or operation; any incomplete or erroneous transmission of any instruction or order of the Customer or any error in the execution of any such instruction or order nor for any delay, loss (including loss of profit or any economic loss), expenses or damages whatsoever incurred or suffered by the Customer as a result thereof; and/or
d.any delay, interruption or suspension howsoever caused by any third party, including but not limited to service providers or equipment suppliers, which interferes with, affects or disrupts the performance of the Bank hereunder.
20. Termination of Bank Account and Service
20.1 The Bank may terminate any one or more of the Bank Account(s) and/or Service(s) with or without cause, without prejudice to the continuance of any one or more of the other Bank Account(s) and/or Service(s) which shall continue to be governed by the Terms and/or the Relevant Terms and Conditions, provided that not less than 30 days prior notice has been given to the Customer.
20.2 The Customer may terminate any Bank Account or Service upon such prior written notice and in such manner and conditions as may be prescribed by the Bank from time to time and subject to payment of any handling fee which the Bank may at its discretion impose, provided always that the remaining Bank Account(s) and Service(s) shall continue to be governed by the Terms and/or the Relevant Terms and Conditions notwithstanding such termination.
20.3 For the avoidance of doubt, all liabilities and obligations of the Customer incurred or existing under the Terms and/or the Relevant Terms and Conditions or in connection with the transaction under or in connection with the relevant Bank Account or Service shall survive its termination for whatsoever cause.
21. Governing Law and Jurisdiction
21.1 The validity, construction, interpretation and enforcement of the Terms and/or the Relevant Terms and Conditions shall be governed by the laws of the PRC and the parties consent to the non-exclusive jurisdiction of the courts of the PRC in connection with any suit, action or proceeding arising out of or in connection with the Terms and/or the Relevant Terms and Conditions.
22. Successors
22.1 The Terms and the Relevant Terms and Conditions shall be binding on the heirs, successors and assigns of the Customer.
23. Non-Assignment
23.1 The Customer should not assign, transfer, create, attempt to create or permit to arise any mortgage, pledge, lien or other form of encumbrances whatsoever on or over any of its right and interest under the Terms and/or the Relevant Terms and Conditions or any contracts or transaction effected or concluded pursuant to the Terms and/or the Relevant Terms and Conditions without the prior written consent of the Bank.
24.Language
24.1 The English version of the Relevant Terms and Conditions (including this Part A) is for reference only and if there is any conflict between the English and Chinese versions, the Chinese version shall prevail.
Part B : Specific Terms and Conditions
Schedule I
Terms and Conditions For Bank Accounts
1.Incorporation of the Common Terms of Part A
1.1 The Common Terms and Conditions set out above in Part A of this "General Terms and Conditions for Banking Services" (the "Common Terms") shall be incorporated as an integral part of this Schedule, as if the Common Terms are written in full herein. In case of conflict between the Common Terms and the terms and conditions expressly set out in this Schedule, the latter shall prevail.
1.2 The term "these terms and conditions" whenever used in this Schedule I shall mean the terms and conditions expressly set out in this Schedule I together with the Common Terms which are incorporated herein as aforesaid.
1.3 These terms and conditions shall apply to regulate the opening, continuance and operation of any of the Bank Accounts.
2.Operation Arrangement
2.1 The Bank shall be entitled and is authorized by the Customer:
a.to honour and to act on all instructions and/or orders for transfer of funds, remittance, withdrawal and/or payment and to debit the same to the Bank Account specified; and
b.to act on all requests, instructions, orders and/or directions relating to the Bank Accounts, their operation and/or closing Provided That they are (i) signed as per the Agreed Signing Arrangement for the time being agreed and in force for the Bank Account concerned; or (ii) given in such other manner or pursuant to such other arrangement as the Customer and the Bank may from time to time agree. Any change of such arrangement(s) shall be agreed between the Bank and the Customer.
2.2 Notwithstanding Clause 2.1 of this Schedule, save as otherwise expressly agreed by the Bank, no instruction for withdrawal, transfer or payment out of any Bank Account will be accepted unless (a) there are sufficient funds in the currency concerned available in the Bank Account specified when the relevant instruction is being processed by the Bank and (b) the rules and regulations of the Bank applicable are complied with, provided however that despite an instruction for withdrawal, transfer or payment out of any Bank Account has been accepted by the Bank, the Bank shall be entitled to reject such instruction if subsequently there are somehow insufficient funds in the currency concerned available in the relevant Bank Account when the Bank intends to carry out the accepted instruction. For the avoidance of doubt, after the Bank has accepted any instruction for withdrawal, transfer or payment out of any Bank Account, the Bank is in no way under any obligation whatsoever to withhold any funds available in the relevant Bank Account pending the carrying out of the accepted instruction and the Bank shall be entitled to disburse all or any funds in the Bank Account pursuant to any subsequent instructions given to or accepted by the Bank.
2.3 All operations of the Bank Accounts at the counter can only be made within such business hours determined absolutely by the Bank.
2.4 If the Customer wishes to give instructions to the Bank to countermand payment of a cheque or other instruments, the Customer shall notify the Bank in writing, duly signed in compliance with the Agreed Signing Arrangement currently in force for the Bank Account concerned, which will only be effective upon actual receipt by the Bank at the branch or office at which the Bank Account concerned is maintained. The Bank shall be entitled and without any liability to the Customer not to act on any request, instruction or order for countermanding payment of cheques or other instruments not so given in the above mentioned manner (such request, instruction or order is called an "Irregular Stop Payment Instruction"), and the Bank does not have any duty to make enquiry or further enquiry with the Customer on any Irregular Stop Payment Instruction. However, notwithstanding the foregoing, in cases of receipt of any Irregular Stop Payment Instruction, the Bank shall have the discretion (but not under any duty), if it deems fit so to do, to act on such Irregular Stop Payment Instructions without verification and/or duly signed written confirmation from or on behalf of the Customer and not to make payment for such items concerned until the Bank shall have actually received duly signed instructions specifically directing the Bank to resume payment. The Bank shall not be liable to the Customer howsoever for its so doing, whether for wrongful dishonour or otherwise.
2.5 The Customer authorizes the Bank to collect inward remittances for account of the Customer from time to time as the Bank may think fit. If the Bank elects to collect an inward remittance for account of the Customer, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose:
a.The remittance proceeds shall, after deduction of all costs, charges and expenses, be paid to the Bank account of the Customer nominated in the remittance instruction or such other Bank Account as the bank may determine according to prevailing banking practice (the "Collection Account"), and for the purpose, the Bank may convert the currency of the remittance proceeds into the relevant currency of the Collection Account at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the bank);
b.The Bank shall not in any way be liable to account to the Customer for any interest or benefit which the Bank may receive from or derive out of the remittance proceeds or any part thereof prior to the Bank's credit of the same into the Collection Account and such interest and benefit (if any) shall be received and held by the Bank to its own use and benefit absolutely;
c.For the avoidance of doubt, nothing contained in this Clause 2.5 shall prejudice or affect any of the Bank's rights of appropriation or set-off.
3.Authorized Signatory(ies)
3.1 In addition and without prejudice to Clause 4 in the Common Terms, the Authorized Signatory(ies) of a Bank Account shall have the following powers and authorities (to be exercised by such Authorized Signatory(ies) in accordance with the relevant Agreed Signing Arrangement) and the Bank shall be entitled to act thereon accordingly:
a. to withdraw, draw on and/or make payment transfer and/or remittance from the Bank Account concerned whether it is in credit or overdrawn or as a result thereof be overdrawn and for so doing, to sign and/or endorse all documents (including but not limited to cheques, bills, drafts, promissory notes, withdrawals, requests, directions, instructions, standing instructions and/or orders for payment, transfer and/or remittance of all kinds and/or receipts of all types) and to enter into with the Bank all agreements (including but not limited to agreements to sell or purchase currency or currencies) therefore and/or in connection therewith notwithstanding that:
i.the above is for payment, transfer and/or remittance to and/or for the purpose(s), use and/or benefit of the Authorized Signatory(ies) or any one or more of them; and/or
ii.the above will result in the reduction, satisfaction and/or discharge of any or all of the debts and/or liabilities of the Authorized Signatory(ies) or any one or more of them to the Bank; and
b.to give all types of instructions to and/or to sign all types of documents and/or to enter into all types of agreements with the Bank in connection with and/or for the operation of the Bank Account concerned, including but not limited to the countermanding of payment, suspension and/or closing of the Bank Account, earmarking of funds in and/or facilities available on the Bank Account and/or application for cheques but excluding any change in the Agreed Signing Arrangement; and
c.to give all types of instructions to and/or to sign all types of documents (including but not limited to the endorsement and/or signing on any or all items for collection) and/or to enter into all types of agreements (including but not limited to indemnities, agreements to sell or purchase currency/currencies and/or agreements for the discounting/purchase of and/or advance/drawing against any or all items for collection) with the Bank in connection with and/or for (i) the collection of cheques, drafts, bills, promissory notes, orders and/or any other items of whatsoever nature; and/or (ii) the placing, redeposit and/or renewal of deposits of all types with the Bank; and
d.to receive, sign and/or verify (including certification of) the correctness of all documents, statements of account and/or information in relation to the Bank Account concerned.
4.Collection and Discounting of Payment Orders
4.1 The Bank reserves the right not to accept for collection and deposit into the Bank Accounts any cheques, bills, drafts, promissory notes, orders and/or other instruments (collectively, the "Payment Orders"). All Payment Orders accepted for collection are credited subject to final payment (i.e. the Bank's actual receipt of freely remittable and immediately available and disposable funds therefore) and unless otherwise agreed by the Bank are not available for withdrawal until then. Further, whether or not the Bank permitted withdrawal prior to final payment, the Bank shall be entitled to charge or debit the Bank Account concerned with Payment Orders which are subsequently returned unpaid together with (a) interest thereon; and (b) any cost and expenses incurred.
4.2 All collection for Payment Orders payable outside the PRC shall be (a) subject to and on the terms of the Uniform Rules for Collection published by the International Chamber of Commerce and its amendments and/or replacement currently in force at the material time save and except that collection orders in writing may be dispensed with unless required by the Bank; and (b) subject to the legal requirements and/or banking practice of the place of payment of the item concerned. The Bank has absolute and unfettered discretion to appoint one or more correspondent banks in presenting such Payment Orders for payment or acceptance (as the case may be) and in relation to any other matter arising out of the process of collection. The Bank will not be responsible for any error, neglect, default, omission, insolvency or failure in business of such correspondent banks. Further, protest on such Payment Orders will not be made by the Bank unless specifically instructed by the Customer in writing.
4.3 Only items in the same currency or currencies at which the Bank Account concerned is maintained shall be payable thereinto.
4.4 All Payment Orders payable in the PRC received for collection after the normal clearing time on any date will be treated as received for the Bank Account concerned on the following Business Day.
4.5 Notwithstanding any Payment Orders for collection and payment into a Bank Account has not been endorsed by the payee(s) thereof and whether such items bear an "Account Payee" or "Account Payee Only" crossing, the Bank shall be entitled and is authorized (but shall not be obliged): (a) in case of joint account, to collect and pay into the Bank Account concerned any Payment Order payable to any one or more but not all of the account holders; and (b) in case of a Bank Account in the name of a sole proprietorship or partnership firm, to collect and pay into the Bank Account concerned any Payment Order payable to the sole proprietor personally or payable to any one or more but not all of the partners (as the case may be).
4.6 The Bank may, at the request of the Customer and on the terms and conditions acceptable to the Bank, purchase or discount the Payment Orders from the Customer, provided that the Bank shall have absolute discretion to refuse to purchase or discount the Payment Order without giving any reason therefore. If the Bank elects to purchase or discount any Payment Orders, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose:
a.The Bank shall not be responsible for any delay in the presentation of the Payment Orders for payment or acceptance (as the case may be), or for any failure or delay in the giving of notice of any claim which may be raised by the drawers of the Payment Orders or their drawee banks and any such duty imposed on the Bank by law to give any such notice of claim (if any) is hereby waived by the Customer absolutely.
b.It is expressly agreed that the Bank will have the full and unfettered authority and discretion to deal with those Payment Orders in the case of dishonour or non-payment upon presentation, including without limitation whether or not to have any such Payment Orders protested or noted and when to do so, and that nothing done or omitted to be done by the Bank in respect of such Payment Orders shall in any way prejudice the Bank's right of full recourse to the Customer.
c.If, for whatever reason, the original Payment Order is not available, a photocopy of the Payment Order together with supporting documents (if any) will be accepted by the Customer as conclusive evidence for the unpaid/returned Payment Order. The Customer shall not require the Bank to produce and return to the Customer the original Payment Order.
4.7 In addition and without prejudice to Clause 4.5 above, the Bank has full recourse against the Customer in respect of any or all of the Payment Orders purchased or discounted by the Bank from the Customer and the Customer shall refund to the Bank on demand at any time, whether prior to the maturity of the Payment Order or otherwise, the sum paid to the Customer by way of the purchase or discount of the Payment Order together interest thereon from the date of the Bank's payment to the Customer up to the refund by the Customer in full at the interest rate of unarranged overdraft mentioned in Clause 16.1 below or at such other rate as the Bank may determine.
4.8 The proceeds of collection and any sum payable by the Bank in purchasing and/or discounting the Payment Orders shall, after deduction of all costs, charges, interest and expenses (including those to be incurred by the Bank in carrying out the payment instructions), be paid to the Bank Account nominated by the Customer. If the Customer fails to nominate such account, the Bank will have the absolute and unfettered discretion to pay the above proceeds either to any of the accounts maintained by the Customer with the Bank or to a suspense account bearing no interest pending further instructions from the Customer.
4.9 The Customer acknowledges that foreign exchange transactions are settled by Hong Kong Dollars, US Dollars or such other currencies as agreed between the Bank and the Customer ("Settlement Currency") and converted at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the Bank) for purchasing the Settlement Currency with the currency of the relevant Payment Order.
4.10 For the Payment Orders presented by the Customer to the Bank for collection or otherwise for discount or purchase, the Customer warrants that he has a good title to the Payment Orders and that the Payment Orders are within the Customer's own disposition and control.
4.11 The Customer further agrees to indemnify and keep the Bank indemnified on a full indemnity basis from and against all actions, suits, proceedings, claims, demands, losses, damages, costs, fees, commissions, charges, expenses and/or liabilities of whatever nature whether in contract, tort or otherwise which the Bank may suffer, incur or sustain, whether actual or contingent, by reason, arising out of or in connection with each and every collection, purchase and/or negotiation made for the account of the Customer from time to time or in connection with defending by the Bank of any claim or proceedings made or taken out, or threatened to be made or taken out against the Bank in relation to such collection, purchase and/or negotiation including all legal and other costs, charges and expenses the Bank may incur in connection with enforcement or attempted enforcement of the Bank's rights in respect thereof.
4.12 The Bank shall be entitled to charge the Customer fees and/or charges for and/or relating to any Payment Orders accepted for collection, purchase and/or negotiation (as the case may be) as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charges shall be made available to the Customer at any time upon request. Further and in addition to the above, the Customer shall indemnify and reimburse the Bank on demand for all fees, charges, claims, liabilities, payment, costs and expenses for any such Payment Orders.
5.Rules and Regulations
5.1 The rules and regulations (the "Rules and Regulations") of the Bank applicable to accounts of the same type as that of the Bank Account concerned for the time being currently in force from time to time shall be absolutely binding on and have contractual effect against the Customer Provided Always That:
a.the Bank shall be entitled to add, delete and/or amend the Rules and Regulations from time to time in accordance with Clause 18 of the Common Terms; and
b.if there is any conflict between any of the Rules and Regulations (including its addition deletion and/or amendment currently in force) on the one hand and these terms and conditions on the other hand, the latter shall prevail.
6.Rules of the China banking supervisory authorities
6.1 All Bank Accounts shall be subject to the Rules of China or/and Hong Kong banking supervisory authorities (including those regarding fees and charges on accounts) which are binding on the Bank from time to time. In case of conflict between the Rules of China or/and Hong Kong banking supervisory authorities and the terms and conditions of the Bank Accounts, the Rules of China or/and Hong Kong banking supervisory authorities shall prevail.
7.Current Accounts
7.1 The following provisions shall only be applicable to Bank Account(s) which is/are current account(s):
a.instructions for withdrawals may be given in writing by cheques or withdrawal slips, but unless otherwise agreed by the Bank, forms supplied by the Bank must be used;
b.cheque books may only be issued on application by the Customer in compliance with the procedure prescribed and determined absolutely by the Bank from time to time and upon payment of fees as specified in any fee schedule published by the Bank from time to time. The Bank reserves the absolute right in determining the form and content of the cheques and the quantity of cheques to be issued to the Customer at any one time or use in relation to any of the Bank Accounts concerned. Cheque books may be delivered to the Customer in person or to such person(s) duly authorized by the Customer or by post to the Customer at the Customer's address on record with the Bank at the cost and expense of the Customer. The Bank assumes no responsibility for delay or loss or mis-delivery so long as cheque books are sent in accordance with Clause 5 of the Common Terms;
c.if the Bank agrees in its sole and absolute discretion to pay interest on the balance standing to the credit of a current account, the following provisions shall apply:
i.subject to the sub-paragraphs below, interest will accrue on the daily credit balance(s) in the Bank Account at such rate(s) determined absolutely by the Bank from time to time;
ii.for the avoidance of doubt, if the Bank Account contains credit balances denominated in different currencies, different interest rate(s) may be applied by the Bank to such credit balances. The interest rate applicable to a particular credit balance may be zero if such credit balance falls below the minimum deposit amount (if any) designated by the Bank. Such minimum deposit amount may be varied by the Bank upon 30-day prior notice to the Customer;
iii.for items under collection, interest will only start to accrue when the funds are actually collected and credited into the Bank Account concerned;
iv.the interest accrued will be credited to the Bank Account half-yearly or on such other basis as may be determined by the Bank absolutely from time to time;
v.if the Bank Account is closed at any time prior to the date on which the accrued interest is due to be credited to the Bank Account, interest will be deemed to accrue and payable up to the end of the preceding month or such other date as determined by the Bank absolutely;
Provided always that the Bank shall not be under any obligation to pay interest on the credit balance of a current account.
8.Savings Accounts
8.1 The following provisions shall only be applicable to Bank Account(s) which is/are savings account(s):
a.savings accounts may be passbook savings accounts or statement savings accounts. For passbook savings accounts, a passbook will be issued to the Customer for operation of the Bank Account concerned. For statement savings accounts, an Account Identification Card will be issued to the Customer for the operation of the Bank Account concerned. Withdrawals from savings accounts cannot be made by means of cheques;
b.for withdrawal from savings accounts at the counter, the passbook (in case of passbook savings accounts) or the Account Identification Card (in case of statement savings accounts) of the Bank Account concerned must be presented. Payments or transfers made by the Bank to, or pursuant to the instruction of, a person producing the passbook/Account Identification Card (as the case may be) and a withdrawal form purporting to be signed as authorized shall be an absolute discharge to the Bank Provided Always that the Bank shall be entitled (but not under any duty so to do), if deems fit, to require any of the Authorized Signatory(ies) to make the withdrawal in person and produce such identification satisfactory to the Bank;
c.passbooks and Account Identification Cards are the property of the Bank. The Customer shall not tamper and/or meddle with (i) the passbooks and/or the entries therein; and (ii) the Account Identification Cards. Replacement passbook/Account Identification Card of any of the Bank Accounts will only be issued by the Bank on such terms and conditions and subject to such fees/charges as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charges shall be made available to the Customer at any time upon request;
d.passbooks and Account Identification Cards are not transferable or assignable and cannot be pledged as security;
e.for passbook savings accounts, the balances in the passbooks of the Bank Accounts are for reference only as there may be transactions made without the production of the passbook and items not yet posted therein. However, the Customer shall have a duty to examine and verify the correctness of each and every entries in the passbooks and notify the Bank at the office or branch at which the Bank Account concerned is maintained immediately in writing if any of them is wrongful, irregular and/or unauthorized. Unless the Bank shall have actually received such notice within 90 days of the posting of the relevant entry in the passbook, the Customer shall be deemed to have conclusively confirmed and accepted such entries and shall not be entitled to raise subsequently any claims or dispute thereon on whatever grounds, except in relation to those unauthorized transactions set out in Clause 7.2 of the Common Terms;
f.savings accounts may be for a specified currency or for multi-currencies. For a multi-currency account, only such currencies determined absolutely by the Bank from time to time will be permitted for deposit into such Bank Accounts; and
g.if the Bank agrees to pay interest on the balance standing to the credit of a savings account, the provisions under Clause 7.1.c of this Schedule shall apply to the savings accounts as they apply to current accounts.
9.Time Deposits
9.1 The following provisions shall be applicable to and binding on all types of time deposits (whether for a fixed term or at call and whether an ordinary deposit or a swap deposit or a club deposit or otherwise):
a.the term "fixed deposit" means any deposit denominated in any currency which is deposited with the Bank for a fixed term or up to an agreed date. The date falling on the end of such fixed term or such agreed date is hereinafter called the "Due Date". For the avoidance of doubt, a fixed deposit includes, but without limitation, a swap deposit or a club deposit;
b.the term "call deposit" means any deposit denominated in any currency which is deposited with the Bank subject to the condition that its withdrawal may only be made after the Customer has given the Bank a withdrawal notice of a prescribed period;
c.the term "time deposit" used in this Clause 9 shall mean a fixed deposit and/or a call deposit, as the case may be;
d.upon accepting a time deposit from the Customer, the Bank will issue to the Customer a deposit confirmation to evidence the deposit and its essential terms (including but not limited to the Due Date, if the time deposit is a fixed deposit) (the "Deposit Confirmation");
e.the Bank reserves the right not to accept any time deposit at its absolute discretion. All time deposits accepted by the Bank shall be subject to and governed by these terms and conditions and the terms and conditions set out in the relevant Deposit Confirmation, and if there is any conflict, the latter shall prevail;
f.if there requires any conversion of currencies to set up a time deposit, the applicable exchange rate shall be quoted and determined by the Bank absolutely;
g.the Bank reserves the absolute right to require time deposits to be made by immediately available funds in the same currency as that of the time deposit. In the event the Bank agrees in its discretion to set up a time deposit pending receipt of available funds, (i) the deposit will only take effect upon actual receipt of the funds in full by the Bank; (ii) the time deposit may be cancelled by the Bank without notice if such funds is not subsequently received in full by the Bank; and (iii) the Customer shall on demand indemnify the Bank for all reasonable losses, payments, costs and expenses arising out or as a result of such non-receipt of the funds in full by the Bank;
h.the Bank shall be entitled (but not under any duty) to require the production and surrender to the Bank of the Deposit Confirmation concerned for the withdrawal of any time deposit;
i.unless otherwise agreed by the Bank, fixed deposits can only be withdrawn on or after the applicable Due Date and call deposits can only be withdrawn after the expiration of the prescribed withdrawal notice given by the Customer. Withdrawal of any time deposit may not be made by means of cheque. Unless otherwise agreed by the Bank, all withdrawals of time deposits shall be made in the PRC and payable by the Bank in the PRC in accordance with the procedures prescribed by the Bank from time to time;
j.if the Due Date of a fixed deposit, or the day on which the Customer is entitled to withdraw a call deposit, is not a Business Day, it shall be postponed to the succeeding Business Day;
k.interest shall accrue on a fixed deposit at such rate and up to such Due Date as specified in the applicable Deposit Confirmation. Accrued interest is only payable on the Due Date and no interest is payable if the fixed deposit is withdrawn prior to the Due Date. For the avoidance of doubt, unless the fixed deposit and its accrued interest or any part thereof has been renewed for a new term of deposit, interest will cease to accrue as from the applicable Due Date;
l.as for call deposits, interest will be calculated on a daily basis at the rate quoted by the Bank in its absolute discretion for deposits of comparable amount and for comparable duration and such rate of interest will be subject to fluctuation. Interest on a call deposit is only payable upon the expiration of the prescribed withdrawal notice, and in the invent that the call deposit is withdrawn prior to such expiration, demand deposit interest issued by the China banking supervisory authority is payable to the RMB call deposit and no interest is payable to the call deposit in other currencies;
m.in respect of fixed deposits, the Customer may give standing instructions to the Bank as to the fixed disposal of the deposit and its accrued interest on the applicable Due Date. The Bank shall be entitled to act on such instructions of the Customer unless and until the Bank receives further instructions from the Customer to the contrary; and
n.unless otherwise agreed by the Bank, the deposit and its accrued interest shall only be withdrawable by the Customer at the branch/sub-branch of the Bank where the time deposit is placed and set up. Furthermore, all instructions relating to the disposal or renewal of the time deposit and its accrued interest should also be directed to such branch/sub-branch, unless the Bank agrees otherwise.
9.2 The following additional provisions shall be applicable to fixed deposits which are swap deposits:
a. as between the Bank and the Customer, a swap deposit shall be a fixed deposit with its principal amount denominated in the currencies determined absolutely by the Bank from time to time (the "Principal"). The swap deposit and the accrued interest payable to the Customer on the applicable Value Date shall also be denominated in the currency of the Principal;
b.the Bank shall be entitled to convert the original Principal amount of a swap deposit into a foreign currency (the "Swap Amount") at such spot exchange rate as specified in the relevant Deposit Confirmation. The Bank shall also be entitled to calculate interest on the Swap Amount at such contract rate as specified in the Deposit Confirmation up to the applicable Due Date. In addition, on the Due Date, the Bank shall be entitled to convert the Swap Amount together with interest thereon into the Principal at such forward exchange rate as specified in the Deposit Confirmation, and the Bank shall only be obliged to pay the resultant Principal amount to the Customer;
c. all the particulars shown in the applicable Deposit Confirmation, in particular (but without limitation) the spot and forward exchange rates specified therein, shall be binding on the Customer absolutely and form an integral part of the swap deposit; and
d.if the Customer gives any instruction to the Bank to renew the Principal amount of an existing swap deposit for a new term on or after the applicable Due Date, such "Principal amount" shall be deemed to mean an amount equal to the Principal amount originally deposited by the Customer to set up the existing swap deposit.
9.3 The following additional provisions shall be applicable to fixed deposits which are club deposits:
a.under a club deposit, the Customer will be required to make deposit(s) in such amount(s) and at such time(s) as specified in the applicable Deposit Confirmation, during the period leading up to the applicable Due Date;
b.if any day on which the Customer is required to make any deposit under the deposit requirement mentioned in Clause 9.3.a above is not a Business Day, such day shall be deemed to mean and refer to the immediately preceding Business Day so that the Customer is required to make the relevant deposit on such preceding Business Day; and
c.unless otherwise agreed by the Bank, no interest shall be payable on the applicable Due Date on any amount deposited by the Customer as a part of a club deposit, unless the Customer has duly and punctually complied with the deposit requirement mentioned in Clauses 9.3.a and 9.3.b above.
10. Accounts in Foreign Currencies
10.1 The following provisions shall apply to all types of Bank Accounts and deposits in foreign currencies:
a.the words "foreign currency" or "foreign currencies" mean all currencies other than RMB and shall include units of accounting internationally accepted as equivalent to currencies;
b.accounts in foreign currencies may be foreign currencies telegraphic transfer -- T/T accounts ("T/T accounts") or foreign currencies notes accounts ("notes accounts"). Unless expressly stated as notes accounts, all Bank Accounts in foreign currencies are T/T accounts. For T/T accounts, the Bank reserves the absolute right not to accept bank notes for payment into the Bank Account concerned and in case of such acceptance, bank notes will only be accepted subject to payment of the difference in exchange and/or such other fees or charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request;
c.for withdrawals from Bank Accounts in foreign currencies, the Bank shall be entitled to pay the Customer by any one or a combination of two or more of the following methods as absolutely determined by the Bank:
i.for T/T accounts, subject to such charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request, by telegraphic transfer of the amount withdrawn, in its original currency to such account or accounts with a financial institution designated by the Customer and acceptable to the Bank; and/or
ii.for T/T accounts, subject to such charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request ,by issuing to the Customer a cheque or draft payable in the original currency of the amount withdrawn and drawn on such bank at such place as the Bank may determine absolutely; and/or
iii.for all accounts, subject to such charges or commissions as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request and subject to availability of such bank notes to the Bank, by cash payment in the original currency of the amount withdrawn; and/or
iv.for all accounts, by payment in Hong Kong Dollars being the equivalent of the amount withdrawn after it is converted into RMB at the applicable T/T buying rate (for T/T accounts) or at the applicable notes rate (for notes accounts) quoted by the Bank at the time of such withdrawal.
11. Duty of the Customer as regards Cheques, Passbooks, Account Identification Cards of Statement Savings Accounts and Deposit Confirmations
11.1 The Customer shall have a duty (a) to keep and store all unissued cheques, passbooks, Account Identification Card of statement savings accounts and Deposit Confirmations and (b) to give notice in writing of any loss and/or theft thereof to the Bank immediately upon discovery. In case of loss and/or theft of any of the above-mentioned documents, the Bank shall not be liable to the Customer for any irregular and/or unauthorized withdrawal from the Bank Account concerned whether as a result of forgery or otherwise howsoever which occurs prior to the Bank's actual receipt of notice in writing of such loss and/or theft, Provided that nothing in this Clause 11.1 shall affect the Customer's right of recourse in relation to those unauthorized transactions set out in Clause 7.2 of the Common Terms.
12. Statements of Accounts
12.1 The Customer shall have a duty to examine and verify the correctness of each and every statement of account sent by the Bank to the Customer and notify the Bank immediately in writing, if any entries are wrongful, irregular and/or unauthorized. Unless the Bank shall have actually received such notice above mentioned within 90 days of the date of sending by the Bank of the statement of account concerned, the Customer shall be deemed to have conclusively confirmed and accepted all entries therein and estopped from raising subsequently any claims or dispute on such entries, except in relation to the transactions set out in Clause 7.2 of the Common Terms.
12.2 In cases of current accounts, statement savings accounts and any other accounts for which monthly statements will be issued by the Bank, if the Customer shall not have received a statement of account of the Bank Account concerned for any monthly period (i.e. the usual monthly periods for which monthly statements in relation to the Bank Account concerned are issued) in which a transaction or transactions has/have been carried out on or in relation to such Bank Account within 15 days from the end of such a monthly period, the Customer shall have a duty to notify the Bank immediately of such non-receipt in writing. Unless such notice of non-receipt has actually been received by the Bank, the Customer shall be conclusively deemed to have received the statement of account covering the period concerned and the Customer shall be estopped from alleging the non-receipt of such statement of account. Further, upon expiration of 90 days from the date of sending of the statement by the Bank, the Customer shall be estopped from raising any claims or dispute on any entries therein, except in relation to the transactions set out in Clause 7.2 of the Common Terms.
12.3 In case of current accounts, statement savings accounts and any other accounts for which periodical statements will be issued by the Bank, if there is no transaction on the Bank Account concerned in any such period, the Bank shall be entitled not to send any statement of account of the Bank Account concerned to the Customer for the period concerned.
13. The Bank's Right to Correct Accounts and Records in case of Error
13.1 Notwithstanding any provisions to the contrary, whether express or implied, the Bank reserves the absolute right at any time (whether before or after issuance of statements to the Customer and/or entries to the passbook of the Bank Account concerned) upon discovery of (a) any entries being made by mistake; and/or (b) any omission of entries; and/or (c) any error in calculation in relation to any of the Bank Accounts and/or transactions thereon or in connection therewith, to rectify its books and records and to make corrective entries (whether credit or debit) to the statement of accounts and/or passbooks of the Bank Account concerned. For avoidance of doubt, the above shall not affect the duty of the Customer as provided in Clauses 8.1.e and 12.1 of this Schedule and their binding effect on the Customer.
14. Closing Bank Accounts, Treatment of Inactive Bank Accounts and Account Balance below Minimum Deposit Amount
14.1 Subject to the provisions in this Clause 14 below, the Bank shall be entitled to close any of the Bank Accounts by giving to the Customer 30-day prior notice in writing therefore. Thereafter, the Bank Account concerned shall be deemed closed and the Bank shall be entitled to hold any credit balance therein in a non-interest bearing suspense account pending withdrawal by the Customer.
14.2 If no transaction has taken place in relation to a bank account for 2 consecutive years or such other period as the Bank may determine from time to time, the Bank is entitled upon 30-day prior notice to the Customer to charge a fee on such Bank Account, and thereafter if such Bank Account continues to be inactive, a fee will be charged semi-annually or at such other interval as the Bank may determine from time to time on such Bank Account without further notice. Such fees will be debited to the relevant Bank Account or any other Bank Account of the Customer. If the relevant Bank Account continues to be inactive and the balance of such Bank Account subsequently falls to zero, the Bank is entitled to close such Bank Account.
14.3 In addition and without prejudice to Clause 14.2 above, the Bank reserves the right and shall be entitled with 14-day prior notice to the Customer to close a Bank Account if the balance of the Bank Account falls to zero.
14.4 If the credit balance of a Bank Account falls below the minimum deposit amount prescribed by the Bank for such type of account from time to time, the Bank shall be entitled, without prior notice to the Customer, to impose a fee on such Bank Account monthly or at such other interval as the Bank may determine from time to time until the credit balance of the Bank Account resumes above such minimum deposit amount. Such fees will be debited to the relevant Bank Account or any other Bank Account of the Customer.
15. Suspension of Bank Accounts
15.1 As of right and without liability to the Customer, the Bank reserves the right to suspend immediately the operation of any of the Bank Accounts (including but not limited to suspension of payment or withdrawal) for such period as the Bank deems fit where (a) there is or appears to be irregularity in the operation of the Bank Account concerned as the Bank may absolutely determine; and/or (b) conflicting instructions are received by the Bank in relation to the Bank Account concerned; and/or (c) any proposed change to the Agreed Signing Arrangement for the time being of the Bank Account concerned is not acceptable to the Bank; and/or (d) the Bank shall have received claims from third party or parties on the fund or any part thereof in the Bank Account concerned; and/or (e) the Bank has determined in its absolute opinion that the Customer may possibly, for whatever reasons, have lost his legal capacity to continue to operate, or authorize any Authorized Signatory(ies) to continue to operate, the Bank Account concerned; and/or (f) a petition for winding-up or bankruptcy of the Customer has been presented to the court.
16. Interest on Unarranged Overdraft
16.1 All amounts overdrawn on the Bank Accounts accepted by the Bank without prior arrangement or exceeding the pre-arranged limit shall be repayable by the Customer on demand and shall bear such interest at the rate of unarranged overdraft specified in the relevant schedule of charges and/or interest published by the Bank from time to time from the date drawn to the date of actual repayment (as well after as before judgment) Provided that the Bank shall have the right to vary the basis of calculation of the interest rate at any time upon 30 days' prior notice to the Customer. Interest accrued but unpaid shall bear interest at the same rate and may be debited to the Bank Account concerned or be compounded monthly at the Bank's discretion.
17. Treatment of Original/Copies of Documents
17.1 The Bank may at its discretion destroy the originals and/or copies of any or all cheques, bills, notes, drafts, orders and/or any other documents relating to the Bank Accounts after the same have been processed by mircofilm or other recording devices.
18. Fees and Deposit Charges
18.1 The Bank shall have right to levy handling charges and fees in connection with the operations, maintenance and/or provision of the Bank Accounts. Such charges and fees will be specified in the schedule of fees published by the Bank from time to time and will be made available to the Customer upon request.
18.2 Notwithstanding anything herein contained to the contrary, the Bank hereby reserves the right to levy deposit charges to the Customer against any credit balance held for the Customer in savings accounts or current accounts at such rate(s) as the Bank may determine from time to time.
19. Payment of Interest Subject to Tax Deduction
19.1 Payment to the Customer of interest accrued on any Bank Account is subject to interest tax and withholding tax, if any.
Schedule II
Terms and Conditions for e-Banking Services
1.Incorporation of the Common Terms of Part A1.1 The Common Terms and Conditions set out above in Part A of this "General Terms and Conditions for Banking Services" (the "Common Terms") shall be incorporated as an integral part of this Schedule, as if the Common Terms are written in full herein. In case of conflict between the Common Terms and the terms and conditions expressly set out in this Schedule, the latter shall prevail.
1.2 The term "these terms and conditions" whenever used in this Schedule II shall mean the terms and conditions expressly set out in this Schedule II together with the Common Terms which are incorporated herein as aforesaid.
1.3 These terms and conditions shall apply to and regulate the service of Online Banking and the giving of Telephone Banking Instructions by the Customer to the Bank.
2.Definition and Interpretation
2.1 In these terms and conditions, unless the context otherwise requires:
"Customer" for the purpose of this Schedule II means the Customer and/or any person(s) who has been authorized by the Customer and permitted by the Bank to use the Electronic Banking Services ("Authorized User")
"Device" means any device provided to or otherwise obtained by the Customer for accessing e-Banking Services.
"Electronic Input" means any electronic signals given to the Bank by the use of telephone, machines or computer terminals or other equipment as the Bank may from time to time require or specify and received and recognisable by the computer system of the Bank.
"Instruction" means either Online Banking Instruction or Telephone Banking Instruction.
"e-Banking Services" means the e-Banking Services provided by the Bank to the Customer whereby the Customer may carry out banking transactions with or obtain banking services from the Bank after quoting the Online Banking Number and Online Banking Password orally over the telephone or by means of the Electronic Input.
"Online Banking Instruction" means any instruction given to the Bank either by way of Electronic Input or orally over the telephone after the Customer has complied with the requirements or procedures set out in Clause 5.2.b below of this Schedule.
"Online Banking Number" means the identification or customer number assigned by the Bank to the Customer for the purpose of Online Banking.
"Online Banking Password" means any of the personal identification number(s) assigned by the Bank to the Customer and the number(s) subsequently re-selected by the Customer for the purpose of carrying out Transactions with the Bank by Online Banking.
"Password" means Online Banking Password and/or TBI Password.
"Settlement Account" means, in relation to Electronic Banking Services, the account(s) as designated by the Customer and accepted by the Bank.
"Transaction" means such type of banking transactions or services which the Bank may from time to time in its absolute discretion designate as being accessible either through Online Banking or by means of Telephone Banking Instruction or both.
"Telephone Banking Instruction" means any oral instruction given to the Bank over the telephone after the Customer has complied with the requirements or procedures set out in the Clause 5.3.b below of this Schedule.
"TBI Password" means any of the personal identification number(s) assigned by the Bank (including any other number(s) as from time to time re-assigned by the Bank) for the purpose of carrying out Transaction through Telephone Banking Instructions.
3.Scope of Online Banking and services accessible by Telephone Banking Instructions
3.1 The Bank may from time to time and at any time designate or re-designate the scope of the Transaction which is accessible by means of Online Banking and/or Telephone Banking Instructions.
3.2 The Bank will only act on an instruction insofar as it is in the Bank's opinion practicable and reasonable to do so and in accordance with its regular business practices and procedures. The Bank may at any time in its absolute discretion without prior notice and without giving any reason, refuses to execute any Instruction or withdraw any Transaction from being accessible by Online Banking or Telephone Banking Instructions and may, if it deems fit so to do, cancel or suspend e-Banking Services or any part thereof which is available through certain specific approved media.
3.3 The Bank may at any time in its absolute discretion, accepts Instructions from the Customer to act as the agent of the Customer to effect other transactions on behalf of the Customer with other third party. In such event, the only duty of the Bank is to transmit or communicate the instruction to the third party and once such instruction is given, the Bank shall be deemed to have fully discharged its duty. The Bank shall not be in any way liable or responsible for the act, default, omission, failure, non-performance, delay, fraud or negligence of such third party (including but not limited to any failure or delay of such third party in executing the Bank's instruction given on behalf of the Customer). The Customer acknowledges and confirms that such transaction effected by the Bank as his agent with the third party is subject to the terms and conditions applicable to that specific transaction and for the purpose of effecting such transaction with the third party the Bank is authorised to disclose any information relating to the Customer to such third party.
3.4 The Customer acknowledges that the use of Internet Banking and/or Telephone Banking Instructions to carry out Transactions is a service provided by the Bank and in the event of e-Banking Services or the media through which the Instruction may be given to or received by the Bank is suspended or cancelled for whatsoever reason, the Customer shall have no claim whatsoever against the Bank and shall use other available means to effect the required Transaction.
4.Terms & Conditions for Any Specific Transaction
4.1 In using Online Banking or Telephone Banking Instructions to carry out any Transaction, in addition to these terms and conditions, the terms and conditions that govern the relevant type of Transaction (whether accepted by the Customer in writing or by electronic or other means specified by the Bank from time to time) shall remain applicable in respect of such Transaction and the Customer acknowledges that he shall continue to observe and is bound by the same.
4.2 In case of any conflict between such terms and conditions that regulate the relevant type of Transaction and these terms and conditions:
a.where the relevant specific terms and conditions for the Transaction provide for the priority between these terms and conditions and the relevant specific terms and conditions, such priority should be given effect to determine the question of which terms and conditions shall prevail;
b.where the relevant specific terms and conditions for the Transaction do not provide for the priority between these terms and conditions and the relevant specific terms and conditions, the latter shall prevail.
5.Use of Online Banking and Telephone Banking Instructions
5.1 The Customer shall at his own cost and expense apply for, install, obtain and maintain suitable equipment to obtain access to Online Banking or (as the case may be) to give Telephone Banking Instructions to the Bank.
5.2 All Online Banking Instructions shall be given in the following manner:
a.only to those relevant access numbers designated by the Bank from time to time for the purpose of Internet Banking or by the use of machines or computer terminals or other equipment approved by the Bank for access to Online Banking; and
b.at the request of the Bank (such request may be represented by electronic image or digitized voice or other electronic form, as the case may be), the Customer shall input by Electronic Input or quote verbally over the telephone:
i.his Online Banking Number; and
ii. his Online Banking Password which is relevant to Online Banking; and/or
iii.any other information relating to the identity of the Customer (such as identity card number); and
c. at the request of the Bank (represented as aforesaid), the Customer shall select the type of Transaction required and shall quote or input the information and detail so requested by the Bank.
5.3 Telephone Banking Instructions shall be given in the following manner :
a.only to those relevant access telephone numbers designated by the Bank from time to time for receiving Telephone Banking Instructions in respect of the relevant intended Transaction; and
b.at the request of the Bank, the Customer shall input by Electronic Input and/or quote verbally over the telephone :
i. his TBI Password; and/or
ii.the name of account to which the intended Transaction relates; and/or
iii.any other information relating to the identity of the Customer (such as identity card number); and
c.at the request of the Bank, the Customer shall input by Electronic Input and/or quote verbally over the telephone the information of the type of Transaction required and/or such other information and details so requested by the Bank.
5.4 Subject to the Bank's right not to accept any Instruction as set out in Clause 3.2 of this Schedule, all Instructions once given pursuant to Clause 5.2 or 5.3 (as the case may be) of this Schedule shall be irrevocable and conclusively binding on the Customer irrespective whether or not such Instructions are given by the Customer personally or by any other person on his behalf whether authorized or unauthorized. The Bank shall be under no duty to verify the identity or authority of the person giving any such instruction or the authenticity of such instruction apart from verifying the Online Banking Number and the Password.
6.Acceptance and Execution of Instructions
6.1 For any Instruction, upon receipt of the information set out in Clause 5.2.b.i, ii and iii or Clause 5.3.b.i, ii and iii (as the case may be) of this Schedule, the Bank shall be entitled to deem that the ensuing Instruction emanates from the Customer. The Customer shall be liable for all Transactions effected and all liabilities incurred pursuant to such Instruction.
6.2Unless otherwise agreed at the relevant time, only Instructions relating to the Transactions will be accepted or effected by the Bank. However, if Instruction is given in respect of other arrangements and is accepted or effected by the Bank for any reason whatsoever, such Instruction and the arrangement effected or executed pursuant thereto shall be binding on the Customer.
6.3 Instructions would only be accepted and effected for any particular type of Transaction if such is given within the time, determined by the Bank in its absolute discretion, which the Bank accepts instructions for that particular type of Transaction.
6.4 Notwithstanding any provision to the contrary governing the specific Transaction to be transacted, the Bank shall be entitled to place any order or enter into or execute any arrangement or effect any account entry for the purpose of carrying out any Instruction without first ascertaining (a) whether there is sufficient fund or available pre-arranged credit in the account specified by the Customer; and/or (b) the existence or adequacy in the Customer's account of the items which are the subject matter intended to be executed pursuant to the Instruction.
6.5 Instruction will not be accepted or effected if there is insufficient fund or pre-arranged credit or inadequate items available in the account specified by the Customer for the intended Transaction. The Bank shall not howsoever be liable for any consequence arising out of the failure of the Bank to execute any Instruction due to insufficient fund or available pre-arranged credit or inadequate item.
6.6 Notwithstanding that there is insufficient fund or pre-arranged credit or inadequate items in the account nominated by the Customer, and irrespective of any terms and accommodation of the specific Transaction intended to be transacted providing to the contrary, the Bank may, at its absolute discretion, accept and execute an Instruction without prior notice to or approval of the Customer. The Customer shall be liable for the resulting debit balance or overdraft, advance or credit (or any increase in the same) and all standard charges of the Bank relating thereto. Such debt shall be repayable to the Bank on demand together with interest thereon, from the date of execution of the relevant Instruction to the date of actual repayment (whether before or after judgement), both days inclusive, at such rate applicable to unauthorized overdraft as specified in any schedule of charges published by the Bank from time to time and to be made available to the Customer at any time upon request and compounded at such intervals as the Bank may determine from time to time.
6.7 Whilst any debt exists pursuant to Clause 6.6 of this Schedule, the Bank shall be entitled (but not obliged) without giving notice to the Customer to enter into such other transaction at such time and for such pricing as it deems necessary (but without any duty to obtain the best price) to set-off or counter the Transaction effected pursuant to the Instruction. Any loss, damage, liability or expense suffered or incurred by the Bank as a result thereof shall be the Customer's liability and debited to any account of the Customer as the Bank shall select but any gain shall belong absolutely to and be retained by the Bank for its own use and benefit. The Bank's certificate in writing as to the amount of such loss, damage, liability or expense shall be binding and conclusive against the Customer.
6.8 Without prejudice to Clause 6.3 of this Schedule, notwithstanding that an Instruction may be received by the Bank outside the normal banking hours in the PRC and be carried out immediately, the relevant Transaction effected immediately pursuant to the Instruction may be deemed to take effect on the next succeeding day if the Bank so determines.
6.9 For transfer of fund out of any account by Internet Banking or Telephone Banking Instruction, the Bank shall accept no responsibility or liability if the receiving bank refuses to make or delays in making the transferred fund available to the intended transferee for whatever reason.
7. Advice and Conclusive Evidence
7.1 The following provisions shall be applicable when an advice from the Bank or the Customer is made:
a.Unless otherwise determined by the Bank, no advice in respect of the Transactions effected by Online Banking Instructions ("Online Banking Transactions") would be sent by the Bank. In the event that the Bank determines that advice setting out certain Online Banking Transactions which involve the deposit of money into and/or withdrawal of money from account effected by the Bank pursuant to Online Banking Instructions be sent to the Customer, such advice will be sent on the following Business Day for the Customer's record.
b.If the Customer does not receive the advice for those Internet Banking Transactions which the Bank determines be issued within 3 Business Days (for Customer with an address outside the PRC, 8 Business Days) after the day on which the relevant Internet Banking Instruction was given, the Customer shall give to the Bank a notice of non-receipt in the form acceptable to the Bank. Such notice of non-receipt must be actually received by the Bank within 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the date of such Internet Banking Instruction.
c.The Customer shall have the duty to check and verify the contents of the advice and shall report any error or omission or discrepancy shown thereon within 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the relevant Internet Banking Instruction or 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the date of the re-issued advice (in the case of a notice of non-receipt being issued by the Customer), otherwise the Customer is deemed to have confirmed the contents shown on the advice notwithstanding that in the meantime the Customer may not have the opportunity to verify the account statement or passbook (as the case may be) of the relevant Internet Banking Transaction.
d.Save as provided in 7.1.b above, the Customer is obliged to observe his duty set out in Clause 7.1 of the Common Terms.
e.In the event that the Customer requests the Bank not to issue to him the consolidated statement of Internet Banking Transaction and the application is agreed to by the Bank, the Customer shall have the duty to verify the record of Internet Banking Transactions posted in the relevant account statement or passbook (as the case may be).
7.2The Bank is hereby authorised to appropriate independent entry to the account nominated by the Customer for the relevant Transaction executed by means of Internet Banking or Telephone Banking Instructions.
7.3The Customer acknowledges that all Instructions may be recorded. The books and records of the Bank in respect of any Instruction and/or the execution thereof shall be conclusive evidence (save and except manifest error) against the Customer in all courts of law and for all purposes.
8.Proceeds of Transaction effected by means of Internet Banking or Telephone Banking Instructions
8.1 Unless otherwise agreed by the Bank, the proceeds of any Transaction effected by Internet Banking or Telephone Banking Instructions which is due to the Customer shall only be credited to an account or placed on deposit with the Bank in the same name as the Customer.
8.2 If the Bank receives any query, claim or dispute (whether with good cause or otherwise) in respect of the proceeds of any Transaction, the Bank may (but not under any duty to do so) in its absolute discretion refuses to permit or effect any withdrawal of and/or dealing howsoever with the proceeds of any Transaction until the dispute or query in respect of the relevant Transaction is clarified to the satisfaction of the Bank.
9. Limits for Transactions by means of Internet Banking or Telephone Banking Instructions
9.1 The Bank may at any time and from time to time by prior notice to the Customer impose an upper and/or minimum daily overall and/or individual transaction limit in terms of the amount, quantity or currency for Transactions effected by Internet Banking or Telephone Banking Instructions but may waive or vary such limit in respect of any Transaction if it deems fit so to do.
9.2 Unless otherwise agreed to by the Bank, Instructions are limited to instructions in respect of Transactions (other than financial information enquiries) to be made or effected between different accounts in the same name of the Customer.
9.3 The Customer hereby agrees and acknowledges that any Internet Banking arrangement involving payment as between different accounts with the same branch of the Bank in the PRC will only be accepted if such arrangement has been approved by the Bank and is subject to such preset daily transfer or withdrawal limit(s) and procedures as determined by the Bank from time to time. For the avoidance of doubt, where a lower daily maximum amount is authorized for any account(s) in the name of third party(ies), such lower daily maximum amount shall prevail over daily limit preset by the Bank.
9.4 The Customer acknowledges that Internet Banking operates on a numerically based system and where the Customer gives Internet Banking Instructions to the Bank involving payment as between different accounts, the Bank may act on the number(s) of the account(s) given by the Customer by means of Electronic Input and shall not be under any duty to verify whether any account number so given is corresponding to the name of the account holder of the such account.
9.5 The Bank may prescribe and change the normal service hours during which the Services are available and any daily cut-off time for any type of Services or transactions. Any instruction of the Customer received by the Bank after any applicable daily cut-off time shall be deemed to be received on the next business day. The Bank may specify business day and daily cut-off time by reference to the time of various markets operating in different time zones.
10. Identification Number, Passwords and Devices
10.1 The Customer is responsible for the proper use of the Devices, Internet Banking Number and the Passwords, and shall take reasonable steps to keep the Devices, Internet Banking Number and Passwords secure and confidential.
10.2 The Customer acknowledges that the Password may be issued to him in person at the Bank or in such other manner as the Bank may determine. In relation to Internet Banking, where the Bank in its discretion requires, a new Internet Banking Password may have to be re-selected by the Customer prior to having access to effect other Transactions. In relation to Telephone Banking Instruction, unless the Bank otherwise agrees, the Customer shall not be allowed to unilaterally re-select TBI Password.
10.3 Upon knowing or believing that there is a loss or any actual or possible unauthorised use or disclosure of a Password, a Device or the Internet Banking Number, the Customer shall notify the Bank as soon as reasonably practicable in writing or by calling the Bank's designated hot-line for reporting such incidence as notified to the Customer from time to time. In the event of receiving any such report, the Bank shall be entitled to take such action as it may think fit if the Bank accepts in good faith that such report is proper and genuine.
10.4 In the event of loss or malfunctioning of any Devices which were provided by the Bank, the Bank may at its absolute discretion provide replacement Devices at the request of the Customer on such terms and conditions as it deems fit. If the Customer relocates such Device which was previously reported lost, he shall not use such Device unless and until he has obtained the prior approval of the Bank.
10.5 The Customer hereby acknowledges that there are risks for the Password(s), the Device(s) and the Internet Banking Number being used by unauthorized persons or for unauthorized purposes.
11. Liabilities of the Bank
11.1 The Bank will take reasonably practicable steps to ensure that its systems in connection with the Services are installed with adequate security designs and to control and manage the risks in operating the systems, taking into account any law, rules, regulations, guidelines, circulars, codes of conduct and prevailing market practices which may be applicable to the Bank from time to time.
11.2 The Bank is under no duty to warrant or represent that the Electronic Banking Services are free from virus or other destructive features which may adversely affect the hardware, software or equipment of the Customer.
11.3 Unless Clause 7.2 of the Common Terms applies, the Bank shall not assume any liability or responsibility to the Customer or any other person for the consequences arising from or in connection with:
a.use of the Electronic Banking Services and/or access to any information as a result of such use by the Customer or any other person whether or not authorized;
b.any interruption, interception, suspension, delay, loss, unavailability, mutilation or other failure in providing the Services, in transmitting instructions or information relating to the Services or in connecting with the Internet Site(s) caused by any acts, omissions or circumstances beyond the reasonable control of the Bank including, without limitation, failure of any communication network, act or omission of any third party service providers, mechanical failure, power failure, malfunction, breakdown, or inadequacy of equipment, installation or facilities, or any law, rules, regulations, codes, directions, regulatory guidelines or government order (whether or not having the force of law); and
c.transmission and/or storage of any information and/or data relating to the Customer, the Services and/or transactions or dealings conducted by the Customer pursuant to the Services through or in any system, equipment or instrument of any communication network provider.
11.4 In the event that the Bank is liable to the Customer under the provisions in this Schedule II, the Bank's liability shall not exceed the amount of the relevant Transaction or the direct loss sustained by the Customer, whichever is the lesser. The Bank shall in no circumstances be liable to the Customer for any indirect, special or consequential loss or damage.
12. Liabilities of the Customer
12.1 Unless Clause 7.2 of the Common Terms applies, the Customer shall be fully liable and responsible for all consequences arising from or in connection with use of the Services and/or access to any Information or Report or any other information as a result of such use by the Customer or any other person whether or not authorized.
12.2 Unless the Customer acts fraudulently or with gross negligence or otherwise fails to perform his obligations under Clauses 10.1 and/or 10.3 of this Schedule II, the Customer shall not be responsible for any direct loss suffered by him as a result of unauthorized transactions effected by any Instructions.
12.3 For the avoidance of doubt, if the Customer has acted fraudulently or with gross negligence or has otherwise failed to perform his obligations under Clauses 10.1 and/or 10.3 of this Schedule II, the Customer shall be responsible for all or any losses arising therefrom. Nothing contained in this Clause 12.3 shall prejudice the Customer's right under Clause 7.2 of the Common Terms.
12.4 The Customer shall, and in the case of a non-personal Customer the Customer and the Authorized User shall jointly and severally, indemnify the Bank, its officers and employees against all liabilities, claims, demand, losses, damages, costs, charges and expenses of any kind (including, without limitation, legal fees on a full indemnity basis) which may be incurred by any of them and all actions or proceedings which may be brought by or against any of them in connection with the provision of the Electronic Banking Services, the Information and/or the Reports or any breach by the Customer of these Terms and Conditions and any applicable laws, or the exercise or preservation of the Bank's powers and rights under these Terms and Conditions, unless due to the gross negligence or willful default of the Bank, any Information Provider or its officers or employees or unless Clause 7.2 of the Common Terms applies.
13. Information
13.1 All information (including but not limited to exchange rate, interest rate, market prices for securities and precious metals) quoted by the Bank through Electronic Banking shall remain as a reference only and shall not be binding on the Bank until confirmed by the Customer within the time prescribed by the Bank.
14. Charges
14.1 The Bank shall be entitled to charge fees for making Internet Banking or the use of Telephone Banking Instructions available to the Customer and/or the handling of Instructions as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charge shall be made available to the Customer upon request. The Customer hereby authorizes the Bank to deduct such fees from the Settlement Account. Notwithstanding the foregoing provision, the Bank shall be entitled, at its discretion, to debit any fee or charge to any one or more Bank Accounts of the Customer maintained with the Bank. Variation of the terms herein which affects fees and charges and the liabilities or obligations of the Customer shall not take effect unless 30 days' prior notice has been given to the Customer.
14.2 The Bank shall be entitled to retain for its own account and benefit all profits, rebates, commissions, fees, benefits or other advantage, if any, arising out of or in connection with the Bank's provision of Internet Banking or acceptance of Telephone Banking Instructions and the Transactions effected pursuant to Instructions.
15. Notice
15.1 In addition to Clause 5 of the Common Terms, any notice or other communication required to be given to the Customer may be given by the Bank by electronic means by sending the same to the e-mail address of the Customer last on record with the Bank or if more than one person comprising the Customer, any one of such e-mail addresses. Such notice or communication shall be deemed to have been effectively given to the Customer upon successful transmission.
15.2 For the avoidance of doubt, any notice or communication sent by the Customer to the Bank shall not include any Instructions to be given hereunder, which must be given in accordance with Clause 5 of this Schedule.
15.3 The Bank reserves the right to notify the Customer of any change in these Terms and Conditions by notice displayed by electronic means on the Bank's website or other channels specified from time to time. Notice is deemed to be duly served on the Customer on the eighth (8th) Business Day after the posting of such notice by the Bank as aforesaid for seven (7) consecutive Business Days.
16. Termination of the Electronic Banking Services
16.1 The granting of access to Electronic Banking Services shall be at sole discretion of the Bank and the Bank may cancel or suspend Electronic Banking Services or any element thereof at any time.
16.2 Without prejudice to the Clause 16.1, the Bank shall be entitled to terminate the Electronic Banking Services provided to the Customer, if:
a.there is any change of law which prohibits or renders illegal maintenance or operation of such services or any elements thereof;
b.the Customer shall commit any breach of or omit to observe any obligations under these terms and conditions which, in the opinion of the Bank, amounts to a material of default on the part of the Customer; or
c.the Bank's records show that the Customer has maintained no related account for such period as the Bank shall prescribe.
17. General
17.1 The Customer will communicate with the Bank on all matters in relation to a transaction through the same communication channel.
17.2 The Customer acknowledges that an accepted instruction may still be rejected by reason of the operations of the Bank's computer systems. The Customer will check whether his or her instructions have been executed, as no notice of non-execution will be given to the Customer.
17.3 The Customer acknowledges that electronic instructions given by his or her Password may be used to register any accounts for the purposes of Electronic Banking Services, so that such accounts may become accessible by means of electronic instructions.
18. Terms and Conditions
18.1 The Customer agrees to abide by the Bank's General Terms and Conditions for Banking Services. Back to Top >>
Part 2 General Terms and Conditions for Banking Services (for overseas firm and company)
Part A: Common Terms and Conditions
1.Definitions and Interpretation1.1 Unless the context otherwise requires:
"Agreed Signing Arrangement" means the signing arrangement of a particular set of Authorized Signatory(ies) stipulated by the Customer and accepted by the Bank for or in connection with the operations of Bank Account with the Bank or (as the case may be) the provision of a Service by the Bank, subject to such changes as may be agreed by the Bank from time to time.
"Agreement" means the Agreement for Bank Accounts and General Services or (as the case may be) the Agreement for Bank Accounts and General/Investment Services entered into between the Bank and the Customer.
"Authorised Signatory(ies)" means the authorised signatory(ies) appointed by the Customer and accepted by the Bank for or in connection with the operations of any Bank Account(s) with the Bank or (as the case may be) provision of any Service provided by the Bank, subject to such changes as may be agreed by the Bank from time to time. For the avoidance of doubt, in case where the Customer is an individual or consists of two or more individuals, such Authorized Signatory(ies) may include such individual or (as the case may be) any one or more of such individuals; and unless the context does not allow, the term "Authorized Signatory(ies)" shall mean the Authorized Signatory(ies) concerned together with his/her/their related specimen signature(s) on record with the Bank.
"Bank" means Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd. , Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd..
"Bank Account" and "Service" means respectively any bank account and any service (general or investment) opened or set up or continued to be maintained or provided by the Bank for the Customer under or pursuant to the Agreement and/or any bank account and any service as referred to in the Agreement.
"Business Day" means any day on which banks in the PRC are open for business.
"Customer" means the person who has entered into the Agreement with the Bank.
"PRC" means the People's Republic of China, which, for the purposes of this "General Terms and Conditions for Banking Services", shall exclude Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
"Renminbi" or RMB means the lawful currency in the PRC.
"Hong Kong Dollars" means the lawful currency in HKSAR at the relevant time.
"Relevant Terms and Conditions" means the terms and conditions governing the operations of the relevant Bank Account with the Bank or (as the case may be) the provision of the relevant Service by the Bank. For the avoidance of doubt, such Relevant Terms and Conditions include (but without limitation) provisions contained in the Agreement whereby the relevant Bank Account or (as the case may be) the relevant Service is set up or continued to be provided or maintained for the Customer.
"Signature Number" means the signature number or code from time to time designated by the Bank and accepted by the Customer for representing a particular set of Authorized Signatory(ies) together with the relevant Agreed Signing Arrangement.
1.2 Headings are inserted in the Relevant Terms and Conditions (including this Part A) for convenience of reference only and shall not affect the construction of the provisions of the Relevant Terms and Conditions (including this Part A).
1.3 Unless the context otherwise requires:
a.words denoting the singular include the plural and vice versa;
b.words importing a gender include every gender;
c.the word "person" includes any sole proprietorship, partnership, company or other incorporated or unincorporated entity.
2.Sole Proprietorship, Partnership, etc.
2.1 If the Customer is a firm (whether sole proprietorship or partnership firm), the following provisions shall apply:
a.the Customer and the proprietor/partners and persons carrying on business in the name of the firm concerned now or at any time hereafter shall be jointly and severally liable under the Agreement and/or the Relevant Terms and Conditions;
b.the Customer shall immediately advise the Bank of any change (i) in the constitution or membership of the firm (whether by retirement, death, bankruptcy or admission of new parties); or (ii) in the name of the firm. Unless expressly released, the Customer and all persons signing the Agreement and/or the Relevant Terms and Conditions as the proprietor or partners of the Customer shall continue to be liable under the Agreement and/or the Relevant Terms and Conditions irrespective of any such change;
c.unless the Bank shall have actually received written notice from the Customer of any change in the membership or constitution of the firm, whether as a result of death or otherwise, irrespective of whether such change has been reported to or filed on public records with the Business Registration Office or any other relevant government department or authority, the proprietor or the partners (as the case may be) of the firm on record with the Bank shall remain liable to the Bank as such and be deemed to have represented at all times to the Bank that the constitution and name of the firm have remained unchanged and the Bank shall be entitled to act accordingly and all the terms and conditions under the Agreement and/or the Relevant Terms and Conditions and authorities given to the Bank Account(s) and/or the relevant Service(s) shall continue to be binding and of full effect;
d.for the avoidance of doubt, the word "Customer" in Article 2.1 shall include the firm and its sole proprietor or partners (as the case may be) for the time being and all the terms and conditions hereof shall be so construed accordingly;
e.in case of a partnership firm (the "Firm"), if any one or more of the partners cease to be a partner of the Firm by death, retirement, bankruptcy or otherwise, the Bank shall be entitled and is authorized:
i.to treat the surviving or continuing partners or partner for the time being as having full power to carry on the business of the Firm and to deal with any matter whatsoever concerning or arising from the Bank Account or (as the case may be) the Service and any transactions relating thereto as if there had been no change in the Firm and all transactions effected pursuant to the request or instruction of such surviving or continuing partners or partner shall be conclusively binding on all the partners or their respective estates and personal representatives, including the one or more of the partners who shall have ceased to be a partner or partners; and/or
ii.in the absence of written instructions to the contrary signed by all partners of the Firm immediately before such cessation, to close or suspend the Bank Account or (as the case may be) to terminate or suspend the Service without any prior notice or reference to the Customer. The securities, property(ies) or proceeds held in any account of the Customer (subject to any of rights or claims of the Bank thereon) shall be held by the Bank to the order of all partners of the Firm immediately before such cessation; and/or
iii.at the request of the surviving or continuing partner(s) for the time being, to open a new Bank Account or (as the case may be) to set up new Service with them in the same name as that of the Firm (hereinafter referred to as the "New Firm") and to carry on business with them and to collect and pay thereto any or all cheques, bills, drafts, notes and/or other instruments with the name of the firm as the named payee (whether they are in fact payable to the Firm or the New Firm) without enquiry and such collection and payment shall be a valid discharge to the Bank and conclusively binding on all of the partners of the Firm and their respective estates and/or personal representatives, including the one or more of the partners who shall have so ceased to be partner or partners, irrespective whether or not such payment or collection will in fact result in reduction, payment or satisfaction of any or all of the debts or liabilities of the New Firm to the Bank and/or otherwise be used only for the benefit or business of the New Firm or the partners of the New Firm to the Bank's knowledge.
For the avoidance of doubt, it is hereby expressly declared that this Sub-clause 2.1.e shall continue to apply and have effect irrespective of whether or not any notice of change in the constitution or name of the Firm has in fact been sent to and received by the Bank and whether or not the partnership of the Firm be deemed in law or in fact to have been dissolved or ceased to exist.
2.2 If the Customer is an association, committee or other unincorporated body, the Agreement and/or the Relevant Terms and Conditions shall remain in full force and effect and shall be binding on the Customer, notwithstanding any change in membership or constitution of the Customer.
2.3 The Customer hereby warrants and represents that:
a.if the Customer is a limited company or other incorporated or unincorporated body, the Customer has been duly established in accordance with all applicable laws, rules and regulations;
b.all acts, conditions, things required to be done, performed and observed in order that the Agreement and/or the Relevant Terms and Conditions shall constitute the legal, valid and binding obligations of the Customer enforceable in accordance with its terms have been done, performed and observed in strict compliance with all applicable laws, rules and regulations and the constitutional documents of the Customer.
3. Instruction
3.1 Any instruction from the Customer or any Authorized Signatory(ies) on behalf of the Customer (when they signed as per the relevant Agreed Signing Arrangement) shall be given in the manner or pursuant to the arrangement(s) as from time to time agreed and accepted by the Bank. Without prejudice to the Bank's right to refuse to accept the instruction under the Agreement and/or the Relevant Terms and Conditions, the Bank shall be entitled not to accept the instruction not so given, except where the Bank otherwise agrees.
4.Authorized Signatory(ies), Agreed Signing Arrangement and Signature Number
4.1 The Authorized Signatory(ies) (when they signed as per the relevant Agreed Signing Arrangement) shall have full authority on behalf of the Customer to deal with the Bank in respect of any matter whatsoever concerning or arising from the relevant Bank Account or (as the case may be) the relevant Service or to give to the Bank any directions, orders or instructions of whatever nature (in the form of standing instruction or otherwise) relating thereto and/or enter into all types of agreements with the Bank in connection with the aforesaid matters, including but not limited to:
a.the closing of the relevant Bank Account of whatever type with the Bank or the termination of the relevant Service; and
b.any change of correspondence address and contact number of the Customer;
But excluding:
i. the application for opening of new Bank Account or (as the case may be) setting up of new Service, save as otherwise provided in the Agreement; and
ii. any change of the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement.
4.2 Unless otherwise agreed to by the Bank or save as otherwise provided in the Agreement, any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or Agreed Signing Arrangement and/or application for any new Bank Account or (as the case may be) new Service shall only be effected as and when:
a.the Bank shall have received duly authorized written instruction from the Customer in the form and substance satisfactory to the Bank, requesting the Bank for such change or application; and
b.the Bank shall agree to give effect to such change or application.
4.3 The Bank and the Customer may from time to time agree to set up a specific Signature Number to represent a specifically agreed set of Authorized Signatory(ies) and Agreed Signing Arrangement (the "Agreed Set of Signing Arrangement"). To set up a Signature Number, the Bank and the Customer may, for the purpose of determining the related Agreed Set of Signing Arrangement, refer to a new set of Authorized Signatory(ies) and Agreed Signing Arrangement or to any set of Authorized Signatories and Agreed Signing Arrangement of any existing Bank Account or Service. In the latter case, the Customer shall be deemed to have adopted the relevant Signature Number for the existing Bank Account or Service.
4.4 The Customer may designate the Authorized Signatory(ies) and Agreed Signing Arrangement of any Bank Account or Service by adopting a Signature Number therefore. In such event, the Authorized Signatory(ies) and Agreed Signing Arrangement applicable to the relevant Bank Account or Service shall be deemed to be the Agreed Set of Signing Arrangement as represented by the relevant Signature Number.
4.5 Any effective change in the Agreed Set of Signing Arrangement of a Signature Number shall apply to all Bank Accounts and Services using the same Signature Number. For the avoidance of doubt, all other Bank Accounts and Services using other Signature Numbers shall not be affected thereby, and the closure or termination of any Bank Account or Service using a Signature Number shall not affect the other Bank Accounts and Services using the same Signature Number.
4.6 Notwithstanding that more than one Bank Account and/or Service may be established under the same document or agreement, the Customer may adopt a different Signature Number for each such Bank Account and/or Service.
4.7 In case the set of Authorized Signatory(ies) and the relevant Agreed Signing Arrangement of a Bank Account or Service (the "Relevant Bank Account and/or Service") are described as "the same as" those of another Bank Account or Service (the "Reference Account"), if there is any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Reference Account, the corresponding Authorized Signatory(ies) his/her/their respective specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Relevant Bank Account and/or Service shall be deemed to change accordingly without the necessity of any reference to the Customer, provided that the closure of the Reference Account shall not affect the continuity or effectiveness of the Authorized Signatory(ies) and Agreed Signing Arrangement of the Relevant Bank Account(s) and/or Service(s).
4.8 In respect of any of the Services, if the Agreed Signing Arrangement thereof shall consist of two or more levels of authorization, all and any of such levels of authorization shall be equally effective as the Agreed Signing Arrangement of such Service.
4.9 Notwithstanding that the Bank Account(s) and Service(s) may be established simultaneously under one single document or agreement, the Authorized Signatory(ies) and the Agreed Signing Arrangement of each and every Bank Account and Service will be treated as independent by the Bank so that any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the Agreed Signing Arrangement for any Bank Account or Service will not affect the others.
4.10 The Customer agrees to ratify at all times all acts, deeds, directions, orders or instructions given by any or all of the Authorized Signatory(ies) in accordance with Clause 4.1 above and acknowledges that the same shall at all time be binding on the Customer.
4.11 The Authorized Signatory(ies) shall have continuous authority and powers to deal with the Bank in accordance with Clause 4.1 above until and unless the Bank shall have actually received written notice to the contrary in the prescribed form and duly signed by the Customer in accordance with Clause 4.2 above and the Bank shall have notified the Customer of the Bank's acceptance of, or have actually accepted and acted upon, such contrary notice.
4.12 Notwithstanding anything contained herein, the Customer agrees and acknowledges that the Bank shall have the absolute right at any time, without prior notice or giving any reason therefore, not to accept any order, request or instruction from all or any of the Authorized Signatory(ies).
5. Notice
5.1 Any notice or other communication to the Customer in connection with any Bank Account or (as the case may be) any Service may be given by the Bank to the Customer orally, or in writing. Written notice to the Customer may be by letter, by way of advertisement in the newspaper or posting notices in banking halls or through such other means as the Bank deems fit.
5.2 Oral notice or communication shall be deemed to have duly given to and received by the Customer when any officer or agent acting for the Bank verbally notifies, whether in person or through the telephone, the Customer or, as the case may be, any individual comprising the Customer or any one of his Authorized Signatory(ies).
5.3 Subject to the provisions in Clause 5.5 below, written notice or communication shall be deemed to have been duly sent to and received by the Customer: (a) if delivered personally, at the time of such delivery; (b) if sent by letter postage prepaid, forty-eight hours after posting (for Customer with an address outside the PRC, 7 days after posting); (c) if sent by facsimile, at the time of despatch; (d) if sent by cable, twenty-four hours after despatch; and (e) if sent by any other telecommunication means, at the time of despatch.
5.4 Subject to the provisions in Clause 5.5 below, any written notice or communication from the Bank to the Customer shall be deemed duly sent to the Customer at the address or facsimile number or e-mail address of the Customer stated in the Agreement and/or such other address or facsimile number or e-mail address from time to time notified by the Customer to the Bank in accordance with Clause 5.7 below.
5.5 All written notices and announcements by the Bank shall be deemed duly made and effectively communicated to the Customer
a.if published on newspaper, on the third Business Day after such publishing; and
b.if displayed at banking hall of the Bank, when it has been so displayed for three (3) consecutive Business Days.
5.6 If the Customer shall consist of more than one person, any written notice, or other written communication to be sent to the correspondent address set out in the Agreement or to any one person comprising the Customer at the last known address, facsimile number or e-mail address of such individual from time to time or to such other address, facsimile number or e-mail address as may have been notified in writing by the Customer to the Bank in accordance with Clause 5.7 below shall be deemed effectively sent to the Customer.
5.7 Any notice or communication from the Customer to the Bank shall be in writing. Such notice shall be addressed and delivered to the Bank at its principal place of business or other contact addresses selected by the Bank and notified to the Customer and shall be deemed to have been received only upon actual receipt by the Bank.
6. Records Conclusive
6.1 The books and records of the Bank (including but not limited to any tape recording and any handwritten information recorded by the Bank's staff in the course of their dealing with the Customer) shall be conclusive and binding on the Customer, save for manifest error, for all purposes and in all courts of law.
7. Advice, Statement, Confirmation and Certificate Conclusive
7.1 The Customer shall have a duty to examine and verify the correctness of each and every entry in any advice, statement, confirmation or certificate issued by the Bank to the Customer regarding any transactions and/or other incidental matters thereto and to notify the Bank immediately in writing of any entry which the Customer considers wrongful, irregular and/or unauthorized. Unless the Bank shall have received such notice within 90 days of the date of issuance of the advice, statement, confirmation or certificate containing the entry concerned, the Customer shall not be entitled to dispute any transaction and/or entry recorded in the advice, statement, confirmation and/or certificate on whatever grounds (in particular, but without limitation, on the ground of the transaction and/or entry being carried out or made without the authorization of the Customer) provided always that the Bank shall have the absolute right (but not bound) at any time to rectify any erroneous entry.
7.2 Nothing in Clause 7.1 or contained herein or in any Relevant Terms and Conditions shall affect the Customer's right of recourse in relation to :
a.unauthorized transactions arising from forgery or fraud by any third party including any employee, agent or servant of the Customer and in relation to which the Bank has failed to exercise reasonable care and skill;
b.unauthorized transactions arising from forgery or fraud by any employee, agent or servant of the Bank; or
c.other unauthorized transactions arising from the wilful default or negligence on the part of the Bank or any its employees, agents, or servants.
8.Clauses Severable
8.1 Each of the clauses and provisions of the Agreement and/or the Relevant Terms and Conditions is severable and distinct from the others and if at any time one or more of such clauses or provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
9.Force Majeure
9.1 Neither the Bank nor the Customer shall be liable for any loss sustained by the other, directly or indirectly, if either is prevented from acting as a direct or indirect result of governmental restrictions, the imposition of emergency procedures or suspension of trading by any relevant market, civil disorder, act or threatened act of terrorism, natural disaster, war, strike or other circumstances beyond the party's control.
10. Personal Data
10.1 The Customer acknowledges and agrees that he has noted and will note the content of a notice relating to using the personal data issued by the Bank (the "Notice", including the same as from time to time may be updated or varied by the Bank) and on display in the Bank's banking halls or otherwise made available to the Customer) and agrees that it is necessary to supply the Bank with data in connection with the opening or continuation of the Bank Account(s) or the Service(s). The Customer further authorizes the Bank to use his data for the purposes set out in the Notice and such other purposes directly or indirectly relating to any transaction and other matter in connection with any Bank Account or (as the case may be) any Service. The Customer notes that data held by the Bank will be kept confidential but permits the Bank to provide such information to the persons listed in the Notice or any other person(s) (including debt collecting agent(s)) for the purposes set out in the Notice or in compliance with any laws, regulations or directions affecting or binding on the Bank or its branches/offices.
10.2 In addition to Clause 10.1, the Bank is hereby further authorized to and may, at its discretions, provide and divulge information in respect of the Customer or in connection with any Bank Account or (as the case may be) any Service or any transaction made thereunder in writing or otherwise, to (a) any other banks, financial institutions, debt collection agencies, agents, credit providing companies, charge or credit card issuing companies, credit reference agencies, service providers or contractors; (b) any regulatory body, or any government department or agency; (c) any Member of Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd. , Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd. or any actual or proposed participant or sub-participant in, or transferee, assignee or successor of, all or any part of the assets or business of any such member; and (d) any persons who are engaged by the Bank to provide services to the Bank for maintaining or operating the Bank Account(s) and/or Service(s) for the Customer. For the purpose of this Clause, the term "Member" shall, in relation to Bank of China (Hong Kong) Ltd., Nanyang Commercial Bank Ltd. , Chiyu Banking Corporation Ltd. and Nanyang Commercial Bank (China) Ltd., mean any of the branches, subsidiaries, holding company, associated companies or affiliates of or companies controlled by any of them.
10.3 The Customer further authorizes the Bank to contact any of his/their employers (if applicable), banks, referees or any other sources for the purpose of obtaining or exchanging any information and to compare the information provided by the Customer with other information collected by the Bank for checking purposes. The Bank is entitled to use the result of such comparison to take any action which may be adverse to the interest of or against any of the Customer. The Customer consents to his/her/their data being transferred to another jurisdiction outside the PRC and to any matching procedures being carried out in respect of such data. The Customer may withdraw his consent for all or any of the above by giving to the Bank 30 days' prior written notice of such withdrawal of consent.
10.4 The Customer shall immediately inform the Bank in writing of any change in his personal particulars, address, telephone, facsimile number or e-mail address.
11. Indemnity from the Customer
11.1The Customer shall indemnify and keep the Bank indemnified from and against all reasonable costs, loss, damage, expenses (legal or otherwise), actions, demands, claims, proceedings whatsoever which the Bank may suffer, incur or sustain, whether actual or contingent, as a result of or arising from any transactions, contracts or services entered into and/or provided by the Bank under the any Bank Account or (as the case may be) any Service or as a result of maintaining or continuing any Bank Account or Service. The Customer shall pay to the Bank on demand all reasonable sums (whether actual or contingent) so suffered, incurred or sustained by the Bank (whose determination shall be conclusive and binding on the Customer) together with interest accrued thereon from the date when the same were first paid or incurred by the Bank until actual payment in full by the Customer at the rate for unarranged overdraft as specified in the relevant schedule of charges and/or interest published by the Bank from time to time and to be made available to the Customer upon request.
12. Set-off and Lien
12.1 In addition and without prejudice to any general or banker's lien, right of set-off or similar right to which the Bank is entitled by law, the Bank shall have the right and is hereby authorized at any time and from time to time hereafter when any sum is due and unpaid by the Customer or when the Customer has breached any provision whether under these Terms and Conditions or any other agreement with the Bank, without notice to the Customer (any such notice being expressly waived) to:
a.apply any credit balance on any account (whether in the name of the Customer or jointly with other(s)) at any branch or sub-branch of the Bank whether in or outside the PRC; and/or
b.set-off any of the liability of the Bank to the Customer including but not limited to such of the liability (whether actual or contingent) arising from any transaction in or towards satisfaction of the Customer's obligations and liabilities, whether actual or contingent, future or existing, due or owing to the Bank alone or jointly with other(s), whether under or pursuant to the Agreement and/or the Relevant Terms and Conditions or otherwise. Where such set off and/or application of credit balance requires the conversion of one currency into another, such conversion shall be calculated at the then prevailing spot rate of exchange as determined by the Bank in its absolute discretion.
12.2 Further, the Bank may be entitled to retain all or any securities, valuable or any other property whatever and wherever situate which may be deposited with or otherwise held by the Bank or in the name of the Customer or any one or more of them whether for safe custody or otherwise and to sell the same or any part thereof at such price as the Bank shall determine whether by converting into cash, public auction, private treaty tender or any other means and the Bank may engage such agent or broker therefore and apply the proceeds thereof to set off any or all sums owing from the Customer to the Bank under and/or arising out of any transaction entered into under the Agreement and/or the Relevant Terms and Conditions after first deducting all costs and expenses.
13. Time, Rights Cumulative, Waivers, etc
13.1 Time shall be of essence as regards any obligation of the Customer under the Agreement and/or the Relevant Terms and Conditions or under any transaction in connection with any Bank Account or (as the case may be) any Service. But no delay or omission on the Bank's part in exercising any right, power, privilege or remedy under the Agreement and/or the Relevant Terms and Conditions shall impair such right, power, privilege or remedy, or be construed as a waiver of it, nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any further exercise of it or the exercise of any other right, power, privilege or remedy. The rights, powers, privileges and remedies under the Agreement and/or the Relevant Terms and Conditions are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.
14. Payment not subject to Deduction
14.1 All sums payable by the Customer under the Agreement and/or the Relevant Terms and Conditions shall be paid to the Bank in the PRC and in Hong Kong Dollars or otherwise as the Bank may from time to time direct in full, free and clear of any present or future taxes, levies, imposts, duties, charges, fees or withholding and without set off or counterclaim or any restriction, condition or deduction whatsoever. If the Customer is compelled by law to make any deduction or withholding, the Customer shall promptly pay to the Bank such additional amount as will result in the net amount received by the Bank being equal to the full amount which would have been receivable had there been no deduction or withholding. Any additional amount paid under this Clause 14.1 shall not be treated as interest but as agreed compensation.
15. Transactions in Cash
15.1 The minimum settlement unit of all transactions in cash between the Bank and the Customer or any other person dealing with the Bank shall be determined by the regulatory authorities or the prevailing practice of the Bank. The Bank or, as the case may be, the Customer or such other person shall receive a full discharge by payment in cash of such minimum settlement unit for the amount of the obligation sought to be discharged including any odd cents which are not paid. This shall not affect transactions by cheque or other means of payment which may still include amounts in odd cents.
16. Fees and Charges
16.1 The Bank may impose such fees, charges and/or commissions for the operation or maintenance of any Bank Account with the Bank or for the provision or maintenance of any Bank Account or Service by the Bank at such standard rate as specified in any schedule of fees published by the Bank from time to time, provided that the Bank may vary the amount of fees or their basis of calculation upon 30 days' prior notice to the Customer displayed or posted on the Bank's banking halls. Such schedule of fees shall be made available to the Customer at any time upon requests. Any fees, charges and/or commissions so imposed by the Bank shall be payable by the Customer on demand.
16.2 The Customer hereby authorizes the Bank (without prior notice or reference to the Customer) to deduct such fees, charges and/or commission from any one or more of the Bank Accounts.
17. Debt Collection
17.1 The Bank shall be entitled to employ debt collecting agent(s) to collect any sum due but unpaid by the Customer under the Agreement and/or the Relevant Terms and Conditions. The Customer hereby agrees, and acknowledges that the Customer has been warned, that the Customer shall indemnify and keep the Bank indemnified on a full indemnity basis against all reasonable costs and expenses which the Bank may reasonably incur in employing debt collecting agent(s).
18. Amendments to the Agreement and/or the Relevant Terms and Conditions
18.1 The provisions or schedules contained in the Agreement and/or Relevant Terms and Conditions can be amended at any time in such manner and to such extent as the Bank may from time to time in its absolute discretion think fit. Notice of such amendment shall be deemed duly and effectively given to the Customer in accordance with Clause 5 above. Any amendments to such terms and conditions made by the Bank shall take effect and be binding on the Customer immediately upon notice to the Customer provided always that the amendments which affect fees and charges and the liabilities or obligations of the Customer shall be notified to the Customer in accordance with Clause 16.1 and shall not take effect until 30 days prior notice has been given to the Customer.
18.2 Where the Customer refuses to accept the amendment and chooses to terminate the relevant Bank Account(s) or (as the case may be) the relevant Service(s) to which the amendment relates within a reasonable period, the Bank shall, on application of the Customer, repay any annual or other periodic fee (if any), which can be separately distinguished, paid in advance in relation to such Bank Account(s) or (as the case may be) Service(s) on a pro rata basis unless the amount involved is minimal.
19. Liability of the Bank
19.1 Unless caused by our wilful misconduct or negligence, the Bank shall not be liable for any loss or damage (direct or otherwise) suffered by the Customer or any other person as a result of :
a. the cancellation of all or any Bank Account or (as the case may be) any Service; and/or
b. the withdrawal or suspension of any transaction of the Customer or for any failure to effect or execute any of the order or instruction from the Customer whether it is attributable, either directly or indirectly, to any circumstances or events outside the control of the Bank; and/or
c. any mechanical, electronic or other failure, malfunction, interruption, inaccuracy or inadequacy of the Bank's telecommunication and computer system or other equipment or its installation or operation; any incomplete or erroneous transmission of any instruction or order of the Customer or any error in the execution of any such instruction or order nor for any delay, loss (including loss of profit or any economic loss), expenses or damages whatsoever incurred or suffered by the Customer as a result thereof; and/or
d. any delay, interruption or suspension howsoever caused by any third party, including but not limited to service providers or equipment suppliers, which interferes with, affects or disrupts the performance of the Bank hereunder.
20. Termination of Bank Account and Service
20.1 The Bank may terminate any one or more of the Bank Account(s) and/or Service(s) with or without cause, without prejudice to the continuance of any one or more of the other Bank Account(s) and/or Service(s) which shall continue to be governed by the Agreement and/or the Relevant Terms and Conditions, provided that not less than 30 days prior notice has been given to the Customer.
20.2 The Customer may terminate any Bank Account or Service upon such prior written notice and in such manner and conditions as may be prescribed by the Bank from time to time and subject to payment of any handling fee which the Bank may at its discretion impose, provided always that the remaining Bank Account(s) and Service(s) shall continue to be governed by the Agreement and/or the Relevant Terms and Conditions notwithstanding such termination.
20.3 For the avoidance of doubt, all liabilities and obligations of the Customer incurred or existing under the Agreement and/or the Relevant Terms and Conditions or in connection with the transaction under or in connection with the relevant Bank Account or Service shall survive its termination for whatsoever cause.
21. Governing Law and Jurisdiction
21.1 The validity, construction, interpretation and enforcement of the Agreement and/or the Relevant Terms and Conditions shall be governed by the laws of the PRC and the parties consent to the non-exclusive jurisdiction of the courts of the PRC in connection with any suit, action or proceeding arising out of or in connection with the Agreement and/or the Relevant Terms and Conditions.
22. Successors
22.1 The Agreement and the Relevant Terms and Conditions shall be binding on the heirs, personal representatives, successors and assigns of the Customer.
23. Non-Assignment
23.1 The Customer should not assign, transfer, create, attempt to create or permit to arise any mortgage, pledge, charge, lien or other form of encumbrances or securities whatsoever on or over any of its right and interest under the Agreement and/or the Relevant Terms and Conditions or any contracts or transaction effected or concluded pursuant to the Agreement and/or the Relevant Terms and Conditions without the prior written consent of the Bank.
24. Language
24.1The English version of the Relevant Terms and Conditions (including this Part A) is for reference only and if there is any conflict between the English and Chinese versions, the Chinese version shall prevail.
Part B : Specific Terms and Conditions
Schedule I
Terms and Conditions For Bank Accounts
1.Incorporation of the Common Terms of Part A
1.1 The Common Terms and Conditions set out above in Part A of this "General Terms and Conditions for Banking Services" (the "Common Terms") shall be incorporated as an integral part of this Schedule, as if the Common Terms are written in full herein. In case of conflict between the Common Terms and the terms and conditions expressly set out in this Schedule, the latter shall prevail.
1.2 The term "these terms and conditions" whenever used in this Schedule I shall mean the terms and conditions expressly set out in this Schedule I together with the Common Terms which are incorporated herein as aforesaid.
1.3 These terms and conditions shall apply to regulate the opening, continuance and operation of any of the Bank Accounts.
2.Operation Arrangement
2.1 The Bank shall be entitled and is authorized by the Customer:
a.to honour and to act on all instructions and/or orders for transfer of funds, remittance, withdrawal and/or payment and to debit the same to the Bank Account specified; and
b.to act on all requests, instructions, orders and/or directions relating to the Bank Accounts, their operation and/or closing Provided That they are (i) signed as per the Agreed Signing Arrangement for the time being agreed and in force for the Bank Account concerned; or (ii) given in such other manner or pursuant to such other arrangement as the Customer and the Bank may from time to time agree. Any change of such arrangement(s) shall be agreed between the Bank and the Customer.
2.2 Notwithstanding Clause 2.1 of this Schedule, save as otherwise expressly agreed by the Bank, no instruction for withdrawal, transfer or payment out of any Bank Account will be accepted unless (a) there are sufficient funds in the currency concerned available in the Bank Account specified when the relevant instruction is being processed by the Bank and (b) the rules and regulations of the Bank applicable are complied with, provided however that despite an instruction for withdrawal, transfer or payment out of any Bank Account has been accepted by the Bank, the Bank shall be entitled to reject such instruction if subsequently there are somehow insufficient funds in the currency concerned available in the relevant Bank Account when the Bank intends to carry out the accepted instruction. For the avoidance of doubt, after the Bank has accepted any instruction for withdrawal, transfer or payment out of any Bank Account, the Bank is in no way under any obligation whatsoever to withhold any funds available in the relevant Bank Account pending the carrying out of the accepted instruction and the Bank shall be entitled to disburse all or any funds in the Bank Account pursuant to any subsequent instructions given to or accepted by the Bank.
2.3 All operations of the Bank Accounts at the counter can only be made within such business hours determined absolutely by the Bank.
2.4 If the Customer wishes to give instructions to the Bank to countermand payment of a cheque or other instruments, the Customer shall notify the Bank in writing, duly signed in compliance with the Agreed Signing Arrangement currently in force for the Bank Account concerned, which will only be effective upon actual receipt by the Bank at the branch or office at which the Bank Account concerned is maintained. The Bank shall be entitled and without any liability to the Customer not to act on any request, instruction or order for countermanding payment of cheques or other instruments not so given in the above mentioned manner (such request, instruction or order is called an "Irregular Stop Payment Instruction"), and the Bank does not have any duty to make enquiry or further enquiry with the Customer on any Irregular Stop Payment Instruction. However, notwithstanding the foregoing, in cases of receipt of any Irregular Stop Payment Instruction, the Bank shall have the discretion (but not under any duty), if it deems fit so to do, to act on such Irregular Stop Payment Instructions without verification and/or duly signed written confirmation from or on behalf of the Customer and not to make payment for such items concerned until the Bank shall have actually received duly signed instructions specifically directing the Bank to resume payment. The Bank shall not be liable to the Customer howsoever for its so doing, whether for wrongful dishonour or otherwise.
2.5 The Customer authorizes the Bank to collect inward remittances for account of the Customer from time to time as the Bank may think fit. If the Bank elects to collect an inward remittance for account of the Customer, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose:
a.The remittance proceeds shall, after deduction of all costs, charges and expenses, be paid to the Bank account of the Customer nominated in the remittance instruction or such other Bank Account as the bank may determine according to prevailing banking practice (the "Collection Account"), and for the purpose, the Bank may convert the currency of the remittance proceeds into the relevant currency of the Collection Account at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the bank);
b.The Bank shall not in any way be liable to account to the Customer for any interest or benefit which the Bank may receive from or derive out of the remittance proceeds or any part thereof prior to the Bank's credit of the same into the Collection Account and such interest and benefit (if any) shall be received and held by the Bank to its own use and benefit absolutely;
c.For the avoidance of doubt, nothing contained in this Clause 2.5 shall prejudice or affect any of the Bank's rights of appropriation or set-off.
3.Authorized Signatory(ies)
3.1 In addition and without prejudice to Clause 4 in the Common Terms, the Authorized Signatory(ies) of a Bank Account shall have the following powers and authorities (to be exercised by such Authorized Signatory(ies) in accordance with the relevant Agreed Signing Arrangement) and the Bank shall be entitled to act thereon accordingly:
a. to withdraw, draw on and/or make payment transfer and/or remittance from the Bank Account concerned whether it is in credit or overdrawn or as a result thereof be overdrawn and for so doing, to sign and/or endorse all documents (including but not limited to cheques, bills, drafts, promissory notes, withdrawals, requests, directions, instructions, standing instructions and/or orders for payment, transfer and/or remittance of all kinds and/or receipts of all types) and to enter into with the Bank all agreements (including but not limited to agreements to sell or purchase currency or currencies) therefore and/or in connection therewith notwithstanding that:
i.the above is for withdrawal, payment, transfer and/or remittance to and/or for the purpose(s), use and/or benefit of the Authorized Signatory(ies) or any one or more of them; and/or
ii.the above will result in the reduction, satisfaction and/or discharge of any or all of the debts and/or liabilities of the Authorized Signatory(ies) or any one or more of them to the Bank; and
b.to give all types of instructions to and/or to sign all types of documents and/or to enter into all types of agreements with the Bank in connection with and/or for the operation of the Bank Account concerned, including but not limited to the countermanding of payment, suspension and/or closing of the Bank Account, earmarking of funds in and/or facilities available on the Bank Account and/or application for cheques but excluding any change in the Agreed Signing Arrangement; and
c.to give all types of instructions to and/or to sign all types of documents (including but not limited to the endorsement and/or signing on any or all items for collection) and/or to enter into all types of agreements (including but not limited to indemnities, agreements to sell or purchase currency/currencies and/or agreements for the discounting/purchase of and/or advance/drawing against any or all items for collection) with the Bank in connection with and/or for (i) the collection of cheques, drafts, bills, promissory notes, orders and/or any other items of whatsoever nature; and/or (ii) the placing, redeposit and/or renewal of deposits of all types with the Bank; and
d.to receive, sign and/or verify (including certification of) the correctness of all documents, statements of account and/or information in relation to the Bank Account concerned.
4.Collection and Discounting of Payment Orders
4.1 The Bank reserves the right not to accept for collection and deposit into the Bank Accounts any cheques, bills, drafts, promissory notes, orders and/or other instruments (collectively, the "Payment Orders"). All Payment Orders accepted for collection are credited subject to final payment (i.e. the Bank's actual receipt of freely remittable and immediately available and disposable funds therefore) and unless otherwise agreed by the Bank are not available for withdrawal until then. Further, whether or not the Bank permitted withdrawal prior to final payment, the Bank shall be entitled to charge or debit the Bank Account concerned with Payment Orders which are subsequently returned unpaid together with (a) interest thereon; and (b) any cost and expenses incurred.
4.2 All collection for Payment Orders payable outside the PRC shall be (a) subject to and on the terms of the Uniform Rules for Collection published by the International Chamber of Commerce and its amendments and/or replacement currently in force at the material time save and except that collection orders in writing may be dispensed with unless required by the Bank; and (b) subject to the legal requirements and/or banking practice of the place of payment of the item concerned. The Bank has absolute and unfettered discretion to appoint one or more correspondent banks in presenting such Payment Orders for payment or acceptance (as the case may be) and in relation to any other matter arising out of the process of collection. The Bank will not be responsible for any error, neglect, default, omission, insolvency or failure in business of such correspondent banks. Further, protest on such Payment Orders will not be made by the Bank unless specifically instructed by the Customer in writing.
4.3 Only items in the same currency or currencies at which the Bank Account concerned is maintained shall be payable thereinto.
4.4 All Payment Orders payable in the PRC received for collection after the normal clearing time on any date will be treated as received for the Bank Account concerned on the following Business Day.
4.5 Notwithstanding any Payment Orders for collection and payment into a Bank Account has not been endorsed by the payee(s) thereof and whether such items bear an "Account Payee" or "Account Payee Only" crossing, the Bank shall be entitled and is authorized (but shall not be obliged): in case of a Bank Account in the name of a sole proprietorship or partnership firm, to collect and pay into the Bank Account concerned any Payment Order payable to the sole proprietor personally or payable to any one or more but not all of the partners (as the case may be).
4.6 The Bank may, at the request of the Customer and on the terms and conditions acceptable to the Bank, purchase or discount the Payment Orders from the Customer, provided that the Bank shall have absolute discretion to refuse to purchase or discount the Payment Order without giving any reason therefore. If the Bank elects to purchase or discount any Payment Orders, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose:
a.The Bank shall not be responsible for any delay in the presentation of the Payment Orders for payment or acceptance (as the case may be), or for any failure or delay in the giving of notice of any claim which may be raised by the drawers of the Payment Orders or their drawee banks and any such duty imposed on the Bank by law to give any such notice of claim (if any) is hereby waived by the Customer absolutely.
b.It is expressly agreed that the Bank will have the full and unfettered authority and discretion to deal with those Payment Orders in the case of dishonour or non-payment upon presentation, including without limitation whether or not to have any such Payment Orders protested or noted and when to do so, and that nothing done or omitted to be done by the Bank in respect of such Payment Orders shall in any way prejudice the Bank's right of full recourse to the Customer.
c.If, for whatever reason, the original Payment Order is not available, a photocopy of the Payment Order together with supporting documents (if any) will be accepted by the Customer as conclusive evidence for the unpaid/returned Payment Order. The Customer shall not require the Bank to produce and return to the Customer the original Payment Order.
4.7 In addition and without prejudice to Clause 4.5 above, the Bank has full recourse against the Customer in respect of any or all of the Payment Orders purchased or discounted by the Bank from the Customer and the Customer shall refund to the Bank on demand at any time, whether prior to the maturity of the Payment Order or otherwise, the sum paid to the Customer by way of the purchase or discount of the Payment Order together interest thereon from the date of the Bank's payment to the Customer up to the refund by the Customer in full at the interest rate of unarranged overdraft mentioned in Clause 16.1 below or at such other rate as the Bank may determine.
4.8 The proceeds of collection and any sum payable by the Bank in purchasing and/or discounting the Payment Orders shall, after deduction of all costs, charges, interest and expenses (including those to be incurred by the Bank in carrying out the payment instructions), be paid to the Bank Account nominated by the Customer. If the Customer fails to nominate such account, the Bank will have the absolute and unfettered discretion to pay the above proceeds either to any of the accounts maintained by the Customer with the Bank or to a suspense account bearing no interest pending further instructions from the Customer.
4.9 The Customer acknowledges that foreign exchange transactions are settled by Hong Kong Dollars, US Dollars or such other currencies as agreed between the Bank and the Customer ("Settlement Currency") and converted at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the Bank) for purchasing the Settlement Currency with the currency of the relevant Payment Order.
4.10 For the Payment Orders presented by the Customer to the Bank for collection or otherwise for discount or purchase, the Customer warrants that he has a good title to the Payment Orders and that the Payment Orders are within the Customer's own disposition and control.
4.11 The Customer further agrees to indemnify and keep the Bank indemnified on a full indemnity basis from and against all actions, suits, proceedings, claims, demands, losses, damages, costs, fees, commissions, charges, expenses and/or liabilities of whatever nature whether in contract, tort or otherwise which the Bank may suffer, incur or sustain, whether actual or contingent, by reason, arising out of or in connection with each and every collection, purchase and/or negotiation made for the account of the Customer from time to time or in connection with defending by the Bank of any claim or proceedings made or taken out, or threatened to be made or taken out against the Bank in relation to such collection, purchase and/or negotiation including all legal and other costs, charges and expenses the Bank may incur in connection with enforcement or attempted enforcement of the Bank's rights in respect thereof.
4.12 The Bank shall be entitled to charge the Customer fees and/or charges for and/or relating to any Payment Orders accepted for collection, purchase and/or negotiation (as the case may be) as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charges shall be made available to the Customer at any time upon request. Further and in addition to the above, the Customer shall indemnify and reimburse the Bank on demand for all fees, charges, claims, liabilities, payment, costs and expenses for any such Payment Orders.
5. Rules and Regulations
5.1 The rules and regulations (the "Rules and Regulations") of the Bank applicable to accounts of the same type as that of the Bank Account concerned for the time being currently in force from time to time shall be absolutely binding on and have contractual effect against the Customer Provided Always That:
a.the Bank shall be entitled to add, delete and/or amend the Rules and Regulations from time to time in accordance with Clause 18 of the Common Terms; and
b.if there is any conflict between any of the Rules and Regulations (including its addition deletion and/or amendment currently in force) on the one hand and these terms and conditions on the other hand, the latter shall prevail.
6.Rules of the China banking supervisory authorities
6.1 All Bank Accounts shall be subject to the Rules of China and / or Hong Kong banking supervisory authorities (including those regarding fees and charges on accounts) which are binding on the Bank from time to time. In case of conflict between the Rules of China and / or Hong Kong banking supervisory authorities and the terms and conditions of the Bank Accounts, the Rules of China and / or Hong Kong banking supervisory authorities shall prevail.
7.Current Accounts
7.1 The following provisions shall only be applicable to Bank Account(s) which is/are current account(s):
a.instructions for withdrawals may be given in writing by cheques or withdrawal slips, but unless otherwise agreed by the Bank, forms supplied by the Bank must be used;
b.cheque books may only be issued on application by the Customer in compliance with the procedure prescribed and determined absolutely by the Bank from time to time and upon payment of fees as specified in any fee schedule published by the Bank from time to time. The Bank reserves the absolute right in determining the form and content of the cheques and the quantity of cheques to be issued to the Customer at any one time or use in relation to any of the Bank Accounts concerned. Cheque books may be delivered to the Customer in person or to such person(s) duly authorized by the Customer or by post to the Customer at the Customer's address on record with the Bank at the cost and expense of the Customer. The Bank assumes no responsibility for delay or loss or mis-delivery so long as cheque books are sent in accordance with Clause 5 of the Common Terms;
c.if the Bank agrees in its sole and absolute discretion to pay interest on the balance standing to the credit of a current account, the following provisions shall apply:
i.subject to the sub-paragraphs below, interest will accrue on the daily credit balance(s) in the Bank Account at such rate(s) determined absolutely by the Bank from time to time;
ii.for the avoidance of doubt, if the Bank Account contains credit balances denominated in different currencies, different interest rate(s) may be applied by the Bank to such credit balances. The interest rate applicable to a particular credit balance may be zero if such credit balance falls below the minimum deposit amount (if any) designated by the Bank. Such minimum deposit amount may be varied by the Bank upon 30-day prior notice to the Customer;
iii.for items under collection, interest will only start to accrue when the funds are actually collected and credited into the Bank Account concerned;
iv.the interest accrued will be credited to the Bank Account half-yearly or on such other basis as may be determined by the Bank absolutely from time to time;
v.if the Bank Account is closed at any time prior to the date on which the accrued interest is due to be credited to the Bank Account, interest will be deemed to accrue and payable up to the end of the preceding month or such other date as determined by the Bank absolutely;
Provided always that the Bank shall not be under any obligation to pay interest on the credit balance of a current account.
8.Savings Accounts
8.1 The following provisions shall only be applicable to Bank Account(s) which is/are savings account(s):
a.savings accounts may be passbook savings accounts or statement savings accounts. For passbook savings accounts, a passbook will be issued to the Customer for operation of the Bank Account concerned. For statement savings accounts, an Account Identification Card will be issued to the Customer for the operation of the Bank Account concerned. Withdrawals from savings accounts cannot be made by means of cheques;
b.for withdrawal from savings accounts at the counter, the passbook (in case of passbook savings accounts) or the Account Identification Card (in case of statement savings accounts) of the Bank Account concerned must be presented. Payments or transfers made by the Bank to, or pursuant to the instruction of, a person producing the passbook/Account Identification Card (as the case may be) and a withdrawal form purporting to be signed as authorized shall be an absolute discharge to the Bank Provided Always that the Bank shall be entitled (but not under any duty so to do), if deems fit, to require any of the Authorized Signatory(ies) to make the withdrawal in person and produce such identification satisfactory to the Bank;
c.passbooks and Account Identification Cards are the property of the Bank. The Customer shall not tamper and/or meddle with (i) the passbooks and/or the entries therein; and (ii) the Account Identification Cards. Replacement passbook/Account Identification Card of any of the Bank Accounts will only be issued by the Bank on such terms and conditions and subject to such fees/charges as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charges shall be made available to the Customer at any time upon request;
d.passbooks and Account Identification Cards are not transferable or assignable and cannot be pledged as security;
e.for passbook savings accounts, the balances in the passbooks of the Bank Accounts are for reference only as there may be transactions made without the production of the passbook and items not yet posted therein. However, the Customer shall have a duty to examine and verify the correctness of each and every entries in the passbooks and notify the Bank at the office or branch at which the Bank Account concerned is maintained immediately in writing if any of them is wrongful, irregular and/or unauthorized. Unless the Bank shall have actually received such notice within 90 days of the posting of the relevant entry in the passbook, the Customer shall be deemed to have conclusively confirmed and accepted such entries and shall not be entitled to raise subsequently any claims or dispute thereon on whatever grounds, except in relation to those unauthorized transactions set out in Clause 7.2 of the Common Terms;
f.savings accounts may be for a specified currency or for multi-currencies. For a multi-currency account, only such currencies determined absolutely by the Bank from time to time will be permitted for deposit into such Bank Accounts; and
g.if the Bank agrees to pay interest on the balance standing to the credit of a savings account, the provisions under Clause 7.1.c of this Schedule shall apply to the savings accounts as they apply to current accounts.
9.Time Deposits
9.1 The following provisions shall be applicable to and binding on all types of time deposits (whether for a fixed term or at call and whether an ordinary deposit or a swap deposit or a club deposit or otherwise):
a.the term "fixed deposit" means any deposit denominated in any currency which is deposited with the Bank for a fixed term or up to an agreed date. The date falling on the end of such fixed term or such agreed date is hereinafter called the "Due Date". For the avoidance of doubt, a fixed deposit includes, but without limitation, a swap deposit or a club deposit;
b.the term "call deposit" means any deposit denominated in any currency which is deposited with the Bank subject to the condition that its withdrawal may only be made after the Customer has given the Bank a withdrawal notice of a prescribed period;
c.the term "time deposit" used in this Clause 9 shall mean a fixed deposit and/or a call deposit, as the case may be;
d.upon accepting a time deposit from the Customer, the Bank will issue to the Customer a deposit confirmation to evidence the deposit and its essential terms (including but not limited to the Due Date, if the time deposit is a fixed deposit) (the "Deposit Confirmation");
e.the Bank reserves the right not to accept any time deposit at its absolute discretion. All time deposits accepted by the Bank shall be subject to and governed by these terms and conditions and the terms and conditions set out in the relevant Deposit Confirmation, and if there is any conflict, the latter shall prevail;
f.if there requires any conversion of currencies to set up a time deposit, the applicable exchange rate shall be quoted and determined by the Bank absolutely;
g.the Bank reserves the absolute right to require time deposits to be made by immediately available funds in the same currency as that of the time deposit. In the event the Bank agrees in its discretion to set up a time deposit pending receipt of available funds, (i) the deposit will only take effect upon actual receipt of the funds in full by the Bank; (ii) the time deposit may be cancelled by the Bank without notice if such funds is not subsequently received in full by the Bank; and (iii) the Customer shall on demand indemnify the Bank for all reasonable losses, payments, costs and expenses arising out or as a result of such non-receipt of the funds in full by the Bank;
h.the Bank shall be entitled (but not under any duty) to require the production and surrender to the Bank of the Deposit Confirmation concerned for the withdrawal of any time deposit;
i.unless otherwise agreed by the Bank, fixed deposits can only be withdrawn on or after the applicable Due Date and call deposits can only be withdrawn after the expiration of the prescribed withdrawal notice given by the Customer. Withdrawal of any time deposit may not be made by means of cheque. Unless otherwise agreed by the Bank, all withdrawals of time deposits shall be made in the PRC and payable by the Bank in the PRC in accordance with the procedures prescribed by the Bank from time to time;
j.if the Due Date of a fixed deposit, or the day on which the Customer is entitled to withdraw a call deposit, is not a Business Day, it shall be postponed to the succeeding Business Day;
k.interest shall accrue on a fixed deposit at such rate and up to such Due Date as specified in the applicable Deposit Confirmation. Accrued interest is only payable on the Due Date and no interest is payable if the fixed deposit is withdrawn prior to the Due Date. For the avoidance of doubt, unless the fixed deposit and its accrued interest or any part thereof has been renewed for a new term of deposit, interest will cease to accrue as from the applicable Due Date;
l.as for call deposits, interest will be calculated on a daily basis at the rate quoted by the Bank in its absolute discretion for deposits of comparable amount and for comparable duration and such rate of interest will be subject to fluctuation. Interest on a call deposit is only payable upon the expiration of the prescribed withdrawal notice, and in the invent that the call deposit is withdrawn prior to such expiration, demand deposit interest issued by the China banking supervisory authority is payable to the RMB call deposit and no interest is payable to the call deposit in other currencies;
m.in respect of fixed deposits, the Customer may give standing instructions to the Bank as to the fixed disposal of the deposit and its accrued interest on the applicable Due Date. The Bank shall be entitled to act on such instructions of the Customer unless and until the Bank receives further instructions from the Customer to the contrary; and
n.unless otherwise agreed by the Bank, the deposit and its accrued interest shall only be withdrawable by the Customer at the branch/sub-branch of the Bank where the time deposit is placed and set up. Furthermore, all instructions relating to the disposal or renewal of the time deposit and its accrued interest should also be directed to such branch/sub-branch, unless the Bank agrees otherwise.
9.2 The following additional provisions shall be applicable to fixed deposits which are swap deposits:
a.as between the Bank and the Customer, a swap deposit shall be a fixed deposit with its principal amount denominated in the currencies determined absolutely by the Bank from time to time (the "Principal"). The swap deposit and the accrued interest payable to the Customer on the applicable Value Date shall also be denominated in the currency of the Principal;
b.the Bank shall be entitled to convert the original Principal amount of a swap deposit into a foreign currency (the "Swap Amount") at such spot exchange rate as specified in the relevant Deposit Confirmation. The Bank shall also be entitled to calculate interest on the Swap Amount at such contract rate as specified in the Deposit Confirmation up to the applicable Due Date. In addition, on the Due Date, the Bank shall be entitled to convert the Swap Amount together with interest thereon into the Principal at such forward exchange rate as specified in the Deposit Confirmation, and the Bank shall only be obliged to pay the resultant Principal amount to the Customer;
c.all the particulars shown in the applicable Deposit Confirmation, in particular (but without limitation) the spot and forward exchange rates specified therein, shall be binding on the Customer absolutely and form an integral part of the swap deposit; and
d.if the Customer gives any instruction to the Bank to renew the Principal amount of an existing swap deposit for a new term on or after the applicable Due Date, such "Principal amount" shall be deemed to mean an amount equal to the Principal amount originally deposited by the Customer to set up the existing swap deposit.
9.3 The following additional provisions shall be applicable to fixed deposits which are club deposits:
a.under a club deposit, the Customer will be required to make deposit(s) in such amount(s) and at such time(s) as specified in the applicable Deposit Confirmation, during the period leading up to the applicable Due Date;
b.if any day on which the Customer is required to make any deposit under the deposit requirement mentioned in Clause 9.3.a above is not a Business Day, such day shall be deemed to mean and refer to the immediately preceding Business Day so that the Customer is required to make the relevant deposit on such preceding Business Day; and
c.unless otherwise agreed by the Bank, no interest shall be payable on the applicable Due Date on any amount deposited by the Customer as a part of a club deposit, unless the Customer has duly and punctually complied with the deposit requirement mentioned in Clauses 9.3.a and 9.3.b above.
10. Accounts in Foreign Currencies
10.1 The following provisions shall apply to all types of Bank Accounts and deposits in foreign currencies:
a.the words "foreign currency" or "foreign currencies" mean all currencies other than RMB and shall include units of accounting internationally accepted as equivalent to currencies;
b.accounts in foreign currencies may be foreign currencies telegraphic transfer -- T/T accounts ("T/T accounts") or foreign currencies notes accounts ("notes accounts"). Unless expressly stated as notes accounts, all Bank Accounts in foreign currencies are T/T accounts. For T/T accounts, the Bank reserves the absolute right not to accept bank notes for payment into the Bank Account concerned and in case of such acceptance, bank notes will only be accepted subject to payment of the difference in exchange and/or such other fees or charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request;
c.for withdrawals from Bank Accounts in foreign currencies, the Bank shall be entitled to pay the Customer by any one or a combination of two or more of the following methods as absolutely determined by the Bank::
i.for T/T accounts, subject to such charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request, by telegraphic transfer of the amount withdrawn, in its original currency to such account or accounts with a financial institution designated by the Customer and acceptable to the Bank; and/or
ii.for T/T accounts, subject to such charges as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request ,by issuing to the Customer a cheque or draft payable in the original currency of the amount withdrawn and drawn on such bank at such place as the Bank may determine absolutely; and/or
iii.for all accounts, subject to such charges or commissions as specified in any fee schedule published by the Bank from time to time and to be made available to the Customer upon request and subject to availability of such bank notes to the Bank, by cash payment in the original currency of the amount withdrawn; and/or
iv.for all accounts, by payment in RMB being the equivalent of the amount withdrawn after it is converted into RMB at the applicable T/T buying rate (for T/T accounts) or at the applicable notes rate (for notes accounts) quoted by the Bank at the time of such withdrawal.
11.Duty of the Customer as regards Cheques, Passbooks, Account Identification Cards of Statement Savings Accounts and Deposit Confirmations
11.1 The Customer shall have a duty (a) to keep and store all unissued cheques, passbooks, Account Identification Card of statement savings accounts and Deposit Confirmations and (b) to give notice in writing of any loss and/or theft thereof to the Bank immediately upon discovery. In case of loss and/or theft of any of the above-mentioned documents, the Bank shall not be liable to the Customer for any irregular and/or unauthorized withdrawal from the Bank Account concerned whether as a result of forgery or otherwise howsoever which occurs prior to the Bank's actual receipt of notice in writing of such loss and/or theft, Provided that nothing in this Clause 11.1 shall affect the Customer's right of recourse in relation to those unauthorized transactions set out in Clause 7.2 of the Common Terms.
12. Statements of Accounts
12.1 The Customer shall have a duty to examine and verify the correctness of each and every statement of account sent by the Bank to the Customer and notify the Bank immediately in writing, if any entries are wrongful, irregular and/or unauthorized. Unless the Bank shall have actually received such notice above mentioned within 90 days of the date of sending by the Bank of the statement of account concerned, the Customer shall be deemed to have conclusively confirmed and accepted all entries therein and estopped from raising subsequently any claims or dispute on such entries, except in relation to the transactions set out in Clause 7.2 of the Common Terms.
12.2 In cases of current accounts, statement savings accounts and any other accounts for which monthly statements will be issued by the Bank, if the Customer shall not have received a statement of account of the Bank Account concerned for any monthly period (i.e. the usual monthly periods for which monthly statements in relation to the Bank Account concerned are issued) in which a transaction or transactions has/have been carried out on or in relation to such Bank Account within 15 days from the end of such a monthly period, the Customer shall have a duty to notify the Bank immediately of such non-receipt in writing. Unless such notice of non-receipt has actually been received by the Bank, the Customer shall be conclusively deemed to have received the statement of account covering the period concerned and the Customer shall be estopped from alleging the non-receipt of such statement of account. Further, upon expiration of 90 days from the date of sending of the statement by the Bank, the Customer shall be estopped from raising any claims or dispute on any entries therein, except in relation to the transactions set out in Clause 7.2 of the Common Terms.
12.3 In case of current accounts, statement savings accounts and any other accounts for which periodical statements will be issued by the Bank, if there is no transaction on the Bank Account concerned in any such period, the Bank shall be entitled not to send any statement of account of the Bank Account concerned to the Customer for the period concerned.
13. The Bank's Right to Correct Accounts and Records in case of Error
13.1Notwithstanding any provisions to the contrary, whether express or implied, the Bank reserves the absolute right at any time (whether before or after issuance of statements to the Customer and/or entries to the passbook of the Bank Account concerned) upon discovery of (a) any entries being made by mistake; and/or (b) any omission of entries; and/or (c) any error in calculation in relation to any of the Bank Accounts and/or transactions thereon or in connection therewith, to rectify its books and records and to make corrective entries (whether credit or debit) to the statement of accounts and/or passbooks of the Bank Account concerned. For avoidance of doubt, the above shall not affect the duty of the Customer as provided in Clauses 8.1.e and 12.1 of this Schedule and their binding effect on the Customer.
14. Closing Bank Accounts, Treatment of Inactive Bank Accounts and Account Balance below Minimum Deposit Amount
14.1 Subject to the provisions in this Clause 14 below, the Bank shall be entitled to close any of the Bank Accounts by giving to the Customer 30-day prior notice in writing therefore. Thereafter, the Bank Account concerned shall be deemed closed and the Bank shall be entitled to hold any credit balance therein in a non-interest bearing suspense account pending withdrawal by the Customer. 14.2If no transaction has taken place in relation to a bank account for 2 consecutive years or such other period as the Bank may determine from time to time, the Bank is entitled upon 30-day prior notice to the Customer to charge a fee on such Bank Account, and thereafter if such Bank Account continues to be inactive, a fee will be charged semi-annually or at such other interval as the Bank may determine from time to time on such Bank Account without further notice. Such fees will be debited to the relevant Bank Account or any other Bank Account of the Customer. If the relevant Bank Account continues to be inactive and the balance of such Bank Account subsequently falls to zero, the Bank is entitled to close such Bank Account. 14.3In addition and without prejudice to Clause 14.2 above, the Bank reserves the right and shall be entitled with 14-day prior notice to the Customer to close a Bank Account if the balance of the Bank Account falls to zero. 14.4 If the credit balance of a Bank Account falls below the minimum deposit amount prescribed by the Bank for such type of account from time to time, the Bank shall be entitled, without prior notice to the Customer, to impose a fee on such Bank Account monthly or at such other interval as the Bank may determine from time to time until the credit balance of the Bank Account resumes above such minimum deposit amount. Such fees will be debited to the relevant Bank Account or any other Bank Account of the Customer.
15. Suspension of Bank Accounts
15.1As of right and without liability to the Customer, the Bank reserves the right to suspend immediately the operation of any of the Bank Accounts (including but not limited to suspension of payment or withdrawal) for such period as the Bank deems fit where (a) there is or appears to be irregularity in the operation of the Bank Account concerned as the Bank may absolutely determine; and/or (b) conflicting instructions are received by the Bank in relation to the Bank Account concerned; and/or (c) any proposed change to the Agreed Signing Arrangement for the time being of the Bank Account concerned is not acceptable to the Bank; and/or (d) the Bank shall have received claims from third party or parties on the fund or any part thereof in the Bank Account concerned; and/or (e) the Bank has determined in its absolute opinion that the Customer may possibly, for whatever reasons, have lost his legal capacity to continue to operate, or authorize any Authorized Signatory(ies) to continue to operate, the Bank Account concerned; and/or (f) a petition for winding-up or bankruptcy of the Customer has been presented to the court.
16. Interest on Unarranged Overdraft
16.1 All amounts overdrawn on the Bank Accounts accepted by the Bank without prior arrangement or exceeding the pre-arranged limit shall be repayable by the Customer on demand and shall bear such interest at the rate of unarranged overdraft specified in the relevant schedule of charges and/or interest published by the Bank from time to time from the date drawn to the date of actual repayment (as well after as before judgment) Provided that the Bank shall have the right to vary the basis of calculation of the interest rate at any time upon 30 days' prior notice to the Customer. Interest accrued but unpaid shall bear interest at the same rate and may be debited to the Bank Account concerned or be compounded monthly at the Bank's discretion.
17. Treatment of Original/Copies of Documents
17.1 The Bank may at its discretion destroy the originals and/or copies of any or all cheques, bills, notes, drafts, orders and/or any other documents relating to the Bank Accounts after the same have been processed by microfilm or other recording devices.
18. Fees and Deposit Charges
18.1 The Bank shall have right to levy handling charges and fees in connection with the operations, maintenance and/or provision of the Bank Accounts. Such charges and fees will be specified in the schedule of fees published by the Bank from time to time and will be made available to the Customer upon request.
18.2Notwithstanding anything herein contained to the contrary, the Bank hereby reserves the right to levy deposit charges to the Customer against any credit balance held for the Customer in savings accounts or current accounts at such rate(s) as the Bank may determine from time to time.
19. Payment of Interest Subject to Tax Deduction
19.1 Payment to the Customer of interest accrued on any Bank Account is subject to interest tax and withholding tax, if any. Schedule II
Terms and Conditions for Electronic Banking Services
1.Incorporation of the Common Terms of Part A
1.1 The Common Terms and Conditions set out above in Part A of this "General Terms and Conditions for Banking Services" (the "Common Terms") shall be incorporated as an integral part of this Schedule, as if the Common Terms are written in full herein. In case of conflict between the Common Terms and the terms and conditions expressly set out in this Schedule, the latter shall prevail.
1.2 The term "these terms and conditions" whenever used in this Schedule II shall mean the terms and conditions expressly set out in this Schedule II together with the Common Terms which are incorporated herein as aforesaid.
1.3 These terms and conditions shall apply to and regulate the service of Internet Banking and the giving of Telephone Banking Instructions by the Customer to the Bank.
2. Definition and Interpretation
2.1 In these terms and conditions, unless the context otherwise requires:
"Customer" for the purpose of this Schedule II means the Customer and/or any person(s) who has been authorized by the Customer and permitted by the Bank to use the Electronic Banking Services ("Authorized User")
"Device" means any device provided to or otherwise obtained by the Customer for accessing Electronic Banking.
"Electronic Input" means any electronic signals given to the Bank by the use of telephone, machines or computer terminals or other equipment as the Bank may from time to time require or specify and received and recognisable by the computer system of the Bank.
"Instruction" means either Internet Banking Instruction or Telephone Banking Instruction.
"Electronic Banking" means the Electronic Banking Services provided by the Bank to the Customer whereby the Customer may carry out banking transactions with or obtain banking services from the Bank after quoting the Internet Banking Number and Internet Banking Password orally over the telephone or by means of the Electronic Input.
"Internet Banking Instruction" means any instruction given to the Bank either by way of Electronic Input or orally over the telephone after the Customer has complied with the requirements or procedures set out in Clause 5.2.b below of this Schedule.
"Internet Banking Number" means the identification or customer number assigned by the Bank to the Customer for the purpose of Internet Banking.
"Internet Banking Password" means any of the personal identification number(s) assigned by the Bank to the Customer and the number(s) subsequently re-selected by the Customer for the purpose of carrying out Transactions with the Bank by Internet Banking.
"Password" means Internet Banking Password and/or TBI Password.
"Settlement Account" means, in relation to Electronic Banking Services, the account(s) as designated by the Customer and accepted by the Bank.
"Transaction" means such type of banking transactions or services which the Bank may from time to time in its absolute discretion designate as being accessible either through Internet Banking or by means of Telephone Banking Instruction or both.
"Telephone Banking Instruction" means any oral instruction given to the Bank over the telephone after the Customer has complied with the requirements or procedures set out in the Clause 5.3.b below of this Schedule.
"TBI Password" means any of the personal identification number(s) assigned by the Bank (including any other number(s) as from time to time re-assigned by the Bank) for the purpose of carrying out Transaction through Telephone Banking Instructions.
3.Scope of Internet Banking and services accessible by Telephone Banking Instructions
3.1 The Bank may from time to time and at any time designate or re-designate the scope of the Transaction which is accessible by means of Internet Banking and/or Telephone Banking Instructions.
3.2 The Bank will only act on an instruction insofar as it is in the Bank's opinion practicable and reasonable to do so and in accordance with its regular business practices and procedures. The Bank may at any time in its absolute discretion without prior notice and without giving any reason, refuses to execute any Instruction or withdraw any Transaction from being accessible by Internet Banking or Telephone Banking Instructions and may, if it deems fit so to do, cancel or suspend Electronic Banking or any part thereof which is available through certain specific approved media.
3.3 The Bank may at any time in its absolute discretion, accepts Instructions from the Customer to act as the agent of the Customer to effect other transactions on behalf of the Customer with other third party. In such event, the only duty of the Bank is to transmit or communicate the instruction to the third party and once such instruction is given, the Bank shall be deemed to have fully discharged its duty. The Bank shall not be in any way liable or responsible for the act, default, omission, failure, non-performance, delay, fraud or negligence of such third party (including but not limited to any failure or delay of such third party in executing the Bank's instruction given on behalf of the Customer). The Customer acknowledges and confirms that such transaction effected by the Bank as his agent with the third party is subject to the terms and conditions applicable to that specific transaction and for the purpose of effecting such transaction with the third party the Bank is authorised to disclose any information relating to the Customer to such third party.
3.4 The Customer acknowledges that the use of Internet Banking and/or Telephone Banking Instructions to carry out Transactions is a service provided by the Bank and in the event of Electronic Banking or the media through which the Instruction may be given to or received by the Bank is suspended or cancelled for whatsoever reason, the Customer shall have no claim whatsoever against the Bank and shall use other available means to effect the required Transaction.
4.Terms and Conditions for Any Specific Transaction
4.1 In using Internet Banking or Telephone Banking Instructions to carry out any Transaction, in addition to these terms and conditions, the terms and conditions that govern the relevant type of Transaction (whether accepted by the Customer in writing or by electronic or other means specified by the Bank from time to time) shall remain applicable in respect of such Transaction and the Customer acknowledges that he shall continue to observe and is bound by the same.
4.2 In case of any conflict between such terms and conditions that regulate the relevant type of Transaction and these terms and conditions:
a.where the relevant specific terms and conditions for the Transaction provide for the priority between these terms and conditions and the relevant specific terms and conditions, such priority should be given effect to determine the question of which terms and conditions shall prevail;
b.where the relevant specific terms and conditions for the Transaction do not provide for the priority between these terms and conditions and the relevant specific terms and conditions, the latter shall prevail.
5.Use of Internet Banking and Telephone Banking Instructions
5.1 The Customer shall at his own cost and expense apply for, install, obtain and maintain suitable equipment to obtain access to Internet Banking or (as the case may be) to give Telephone Banking Instructions to the Bank.
5.2 All Internet Banking Instructions shall be given in the following manner:
a.only to those relevant access numbers designated by the Bank from time to time for the purpose of Internet Banking or by the use of machines or computer terminals or other equipment approved by the Bank for access to Internet Banking; and
b.at the request of the Bank (such request may be represented by electronic image or digitized voice or other electronic form, as the case may be), the Customer shall input by Electronic Input or quote verbally over the telephone:
i.his Internet Banking Number; and
ii. his Internet Banking Password which is relevant to Internet Banking; and/or
iii.any other information relating to the identity of the Customer (such as identity card number); and
c.at the request of the Bank (represented as aforesaid), the Customer shall select the type of Transaction required and shall quote or input the information and detail so requested by the Bank.
5.3 Telephone Banking Instructions shall be given in the following manner :
a.only to those relevant access telephone numbers designated by the Bank from time to time for receiving Telephone Banking Instructions in respect of the relevant intended Transaction; and
b.at the request of the Bank, the Customer shall input by Electronic Input and/or quote verbally over the telephone :
i. his TBI Password; and/or
ii.the name of account to which the intended Transaction relates; and/or
iii.any other information relating to the identity of the Customer (such as identity card number); and
c.at the request of the Bank, the Customer shall input by Electronic Input and/or quote verbally over the telephone the information of the type of Transaction required and/or such other information and details so requested by the Bank.
5.4 Subject to the Bank's right not to accept any Instruction as set out in Clause 3.2 of this Schedule, all Instructions once given pursuant to Clause 5.2 or 5.3 (as the case may be) of this Schedule shall be irrevocable and conclusively binding on the Customer irrespective whether or not such Instructions are given by the Customer personally or by any other person on his behalf whether authorized or unauthorized. The Bank shall be under no duty to verify the identity or authority of the person giving any such instruction or the authenticity of such instruction apart from verifying the Internet Banking Number and the Password.
6.Acceptance and Execution of Instructions
6.1 For any Instruction, upon receipt of the information set out in Clause 5.2.b.i, ii and iii or Clause 5.3.b.i, ii and iii (as the case may be) of this Schedule, the Bank shall be entitled to deem that the ensuing Instruction emanates from the Customer. The Customer shall be liable for all Transactions effected and all liabilities incurred pursuant to such Instruction.
6.2 Unless otherwise agreed at the relevant time, only Instructions relating to the Transactions will be accepted or effected by the Bank. However, if Instruction is given in respect of other arrangements and is accepted or effected by the Bank for any reason whatsoever, such Instruction and the arrangement effected or executed pursuant thereto shall be binding on the Customer.
6.3 Instructions would only be accepted and effected for any particular type of Transaction if such is given within the time, determined by the Bank in its absolute discretion, which the Bank accepts instructions for that particular type of Transaction.
6.4 Notwithstanding any provision to the contrary governing the specific Transaction to be transacted, the Bank shall be entitled to place any order or enter into or execute any arrangement or effect any account entry for the purpose of carrying out any Instruction without first ascertaining (a) whether there is sufficient fund or available pre-arranged credit in the account specified by the Customer; and/or (b) the existence or adequacy in the Customer's account of the items which are the subject matter intended to be executed pursuant to the Instruction.
6.5 Instruction will not be accepted or effected if there is insufficient fund or pre-arranged credit or inadequate items available in the account specified by the Customer for the intended Transaction. The Bank shall not howsoever be liable for any consequence arising out of the failure of the Bank to execute any Instruction due to insufficient fund or available pre-arranged credit or inadequate item.
6.6 Notwithstanding that there is insufficient fund or pre-arranged credit or inadequate items in the account nominated by the Customer, and irrespective of any terms and accommodation of the specific Transaction intended to be transacted providing to the contrary, the Bank may, at its absolute discretion, accept and execute an Instruction withoutprior notice to or approval of the Customer. The Customer shall be liable for the resulting debit balance or overdraft, advance or credit (or any increase in the same) and all standard charges of the Bank relating thereto. Such debt shall be repayable to the Bank on demand together with interest thereon, from the date of execution of the relevant Instruction to the date of actual repayment (whether before or after judgement), both days inclusive, at such rate applicable to unauthorized overdraft as specified in any schedule of charges published by the Bank from time to time and to be made available to the Customer at any time upon request and compounded at such intervals as the Bank may determine from time to time.
6.7 Whilst any debt exists pursuant to Clause 6.6 of this Schedule, the Bank shall be entitled (but not obliged) without giving notice to the Customer to enter into such other transaction at such time and for such pricing as it deems necessary (but without any duty to obtain the best price) to set-off or counter the Transaction effected pursuant to the Instruction. Any loss, damage, liability or expense suffered or incurred by the Bank as a result thereof shall be the Customer's liability and debited to any account of the Customer as the Bank shall select but any gain shall belong absolutely to and be retained by the Bank for its own use and benefit. The Bank's certificate in writing as to the amount of such loss, damage, liability or expense shall be binding and conclusive against the Customer.
6.8 Without prejudice to Clause 6.3 of this Schedule, notwithstanding that an Instruction may be received by the Bank outside the normal banking hours in the PRC and be carried out immediately, the relevant Transaction effected immediately pursuant to the Instruction may be deemed to take effect on the next succeeding day if the Bank so determines.
6.9 For transfer of fund out of any account by Internet Banking or Telephone Banking Instruction, the Bank shall accept no responsibility or liability if the receiving bank refuses to make or delays in making the transferred fund available to the intended transferee for whatever reason.
7. Advice and Conclusive Evidence
7.1 The following provisions shall be applicable when an advice from the Bank and the Customer is made:
a.Unless otherwise determined by the Bank, no advice in respect of the Transactions effected by Internet Banking Instructions ("Internet Banking Transactions") would be sent by the Bank. In the event that the Bank determines that advice setting out certain Internet Banking Transactions which involve the deposit of money into and/or withdrawal of money from account effected by the Bank pursuant to Internet Banking Instructions be sent to the Customer, such advice will be sent on the following Business Day for the Customer's record.
b.If the Customer does not receive the advice for those Internet Banking Transactions which the Bank determines be issued within 3 Business Days (for Customer with an address outside the PRC, 8 Business Days) after the day on which the relevant Internet Banking Instruction was given, the Customer shall give to the Bank a notice of non-receipt in the form acceptable to the Bank. Such notice of non-receipt must be actually received by the Bank within 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the date of such Internet Banking Instruction.
c.The Customer shall have the duty to check and verify the contents of the advice and shall report any error or omission or discrepancy shown thereon within 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the relevant Internet Banking Instruction or 5 Business Days (for Customer with an address outside the PRC, 17 Business Days) after the date of the re-issued advice (in the case of a notice of non-receipt being issued by the Customer), otherwise the Customer is deemed to have confirmed the contents shown on the advice notwithstanding that in the meantime the Customer may not have the opportunity to verify the account statement or passbook (as the case may be) of the relevant Internet Banking Transaction.
d.Save as provided in 7.1.b above, the Customer is obliged to observe his duty set out in Clause 7.1 of the Common Terms.
e.In the event that the Customer requests the Bank not to issue to him the consolidated statement of Internet Banking Transaction and the application is agreed to by the Bank, the Customer shall have the duty to verify the record of Internet Banking Transactions posted in the relevant account statement or passbook (as the case may be).
7.2 The Bank is hereby authorised to appropriate independent entry to the account nominated by the Customer for the relevant Transaction executed by means of Internet Banking or Telephone Banking Instructions. 7.3 The Customer acknowledges that all Instructions may be recorded. The books and records of the Bank in respect of any Instruction and/or the execution thereof shall be conclusive evidence (save and except manifest error) against the Customer in all courts of law and for all purposes.
8. Proceeds of Transaction effected by means of Internet Banking or Telephone Banking Instructions
8.1 Unless otherwise agreed by the Bank, the proceeds of any Transaction effected by Internet Banking or Telephone Banking Instructions which is due to the Customer shall only be credited to an account or placed on deposit with the Bank in the same name as the Customer.
8.2 If the Bank receives any query, claim or dispute (whether with good cause or otherwise) in respect of the proceeds of any Transaction, the Bank may (but not under any duty to do so) in its absolute discretion refuses to permit or effect any withdrawal of and/or dealing howsoever with the proceeds of any Transaction until the dispute or query in respect of the relevant Transaction is clarified to the satisfaction of the Bank.
9. Limits for Transactions by means of Internet Banking or Telephone Banking Instructions
9.1 The Bank may at any time and from time to time by prior notice to the Customer impose an upper and/or minimum daily overall and/or individual transaction limit in terms of the amount, quantity or currency for Transactions effected by Internet Banking or Telephone Banking Instructions but may waive or vary such limit in respect of any Transaction if it deems fit so to do.
9.2 Unless otherwise agreed to by the Bank, Instructions are limited to instructions in respect of Transactions (other than financial information enquiries) to be made or effected between different accounts in the same name of the Customer.
9.3 The Customer hereby agrees and acknowledges that any Internet Banking arrangement involving payment as between different accounts with the same branch of the Bank in the PRC will only be accepted if such arrangement has been approved by the Bank and is subject to such preset daily transfer or withdrawal limit(s) and procedures as determined by the Bank from time to time. For the avoidance of doubt, where a lower daily maximum amount is authorized for any account(s) in the name of third party(ies), such lower daily maximum amount shall prevail over daily limit preset by the Bank.
9.4 The Customer acknowledges that Internet Banking operates on a numerically based system and where the Customer gives Internet Banking Instructions to the Bank involving payment as between different accounts, the Bank may act on the number(s) of the account(s) given by the Customer by means of Electronic Input and shall not be under any duty to verify whether any account number so given is corresponding to the name of the account holder of the such account.
9.5 The Bank may prescribe and change the normal service hours during which the Services are available and any daily cut-off time for any type of Services or transactions. Any instruction of the Customer received by the Bank after any applicable daily cut-off time shall be deemed to be received on the next business day. The Bank may specify business day and daily cut-off time by reference to the time of various markets operating in different time zones.
10.Identification Number, Passwords and Devices
10.1 The Customer is responsible for the proper use of the Devices, Internet Banking Number and the Passwords, and shall take reasonable steps to keep the Devices, Internet Banking Number and Passwords secure and confidential.
10.2 The Customer acknowledges that the Password may be issued to him in person at the Bank or in such other manner as the Bank may determine. In relation to Internet Banking, where the Bank in its discretion requires, a new Internet Banking Password may have to be re-selected by the Customer prior to having access to effect other Transactions. In relation to Telephone Banking Instruction, unless the Bank otherwise agrees, the Customer shall not be allowed to unilaterally re-select TBI Password.
10.3 Upon knowing or believing that there is a loss or any actual or possible unauthorised use or disclosure of a Password, a Device or the Internet Banking Number, the Customer shall notify the Bank as soon as reasonably practicable in writing or by calling the Bank's designated hot-line for reporting such incidence as notified to the Customer from time to time. The bank may without liability take any action following receipt of a report believed by the Bank to be genuine.
10.4 In the event of loss or malfunctioning of any Devices which were provided by the Bank, the Bank may at its absolute discretion provide replacement Devices at the request of the Customer on such terms and conditions as it deems fit. If the Customer relocates such Device which was previously reported lost, he shall not use such Device unless and until he has obtained the prior approval of the Bank.
10.5 The Customer hereby acknowledges that there are risks for the Password(s), the Device(s) and the Internet Banking Number being used by unauthorized persons or for unauthorized purposes.
11.Liabilities of the Bank
11.1 The Bank will take reasonably practicable steps to ensure that its systems in connection with the Services are installed with adequate security designs and to control and manage the risks in operating the systems, taking into account any law, rules, regulations, guidelines, circulars, codes of conduct and prevailing market practices which may be applicable to the Bank from time to time.
11.2 The Bank is under no duty to warrant or represent that the Electronic Banking Services are free from virus or other destructive features which may adversely affect the hardware, software or equipment of the Customer.
11.3 Unless Clause 7.2 of the Common Terms applies, the Bank shall not assume any liability or responsibility to the Customer or any other person for the consequences arising from or in connection with:
a.use of the Electronic Banking Services and/or access to any information as a result of such use by the Customer or any other person whether or not authorized;
b.any interruption, interception, suspension, delay, loss, unavailability, mutilation or other failure in providing the Services, in transmitting instructions or information relating to the Services or in connecting with the Internet Site(s) caused by any acts, omissions or circumstances beyond the reasonable control of the Bank including, without limitation, failure of any communication network, act or omission of any third party service providers, mechanical failure, power failure, malfunction, breakdown, or inadequacy of equipment, installation or facilities, or any law, rules, regulations, codes, directions, regulatory guidelines or government order (whether or not having the force of law); and
c.transmission and/or storage of any information and/or data relating to the Customer, the Services and/or transactions or dealings conducted by the Customer pursuant to the Services through or in any system, equipment or instrument of any communication network provider.
11.4 In the event that the Bank is liable to the Customer under the provisions in this Schedule II, the Bank's liability shall not exceed the amount of the relevant Transaction or the direct loss sustained by the Customer, whichever is the lesser. The Bank shall in no circumstances be liable to the Customer for any indirect, special or consequential loss or damage.
12. Liabilities of the Customer
12.1 Unless Clause 7.2 of the Common Terms applies, the Customer shall be fully liable and responsible for all consequences arising from or in connection with use of the Services and/or access to any Information or Report or any other information as a result of such use by the Customer or any other person whether or not authorized.
12.2 Unless the Customer acts fraudulently or with gross negligence or otherwise fails to perform his obligations under Clauses 10.1 and/or 10.3 of this Schedule II, the Customer shall not be responsible for any direct loss suffered by him as a result of unauthorized transactions effected by any Instructions.
12.3 For the avoidance of doubt, if the Customer has acted fraudulently or with gross negligence or has otherwise failed to perform his obligations under Clauses 10.1 and/or 10.3 of this Schedule II, the Customer shall be responsible for all or any losses arising therefrom. Nothing contained in this Clause 12.3 shall prejudice the Customer's right under Clause 7.2 of the Common Terms.
12.4 The Customer shall, and in the case of a non-personal Customer the Customer and the Authorized User shall jointly and severally, indemnify the Bank and its officers and employees against all liabilities, claims, demand, losses, damages, costs, charges and expenses of any kind (including, without limitation, legal fees on a full indemnity basis) which may be incurred by any of them and all actions or proceedings which may be brought by or against any of them in connection with the provision of the Electronic Banking Services, the Information and/or the Reports or any breach by the Customer of these Terms and Conditions and any applicable laws, or the exercise or preservation of the Bank's powers and rights under these Terms and Conditions, unless due to the gross negligence or willful default of the Bank or its officers or employees or unless Clause 7.2 of the Common Terms applies.
13.Information
13.1 All information (including but not limited to exchange rate, interest rate, market prices for securities and precious metals) quoted by the Bank through Electronic Banking shall remain as a reference only and shall not be binding on the Bank until confirmed by the Customer within the time prescribed by the Bank.
14. Charges
14.1 The Bank shall be entitled to charge fees for making Internet Banking or the use of Telephone Banking Instructions available to the Customer and/or the handling of Instructions as specified in any schedule of fees/charges published by the Bank from time to time. Such schedule of fees/charge shall be made available to the Customer upon request. The Customer hereby authorizes the Bank to deduct such fees from the Settlement Account. Notwithstanding the foregoing provision, the Bank shall be entitled, at its discretion, to debit any fee or charge to any one or more Bank Accounts of the Customer maintained with the Bank. Variation of the terms herein which affects fees and charges and the liabilities or obligations of the Customer shall not take effect unless 30 days' prior notice has been given to the Customer.
14.2 The Bank shall be entitled to retain for its own account and benefit all profits, rebates, commissions, fees, benefits or other advantage, if any, arising out of or in connection with the Bank's provision of Internet Bank or acceptance of Telephone Banking Instructions and the Transactions effected pursuant to Instructions.
15. Notice
15.1 In addition to Clause 5 of the Common Terms, any notice or other communication required to be given to the Customer may be given by the Bank by electronic means by sending the same to the e-mail address of the Customer last on record with the Bank or if more than one person comprising the Customer, any one of such e-mail addresses. Such notice or communication shall be deemed to have been effectively given to the Customer upon successful transmission.
15.2 For the avoidance of doubt, any notice or communication sent by the Customer to the Bank shall not include any Instructions to be given hereunder, which must be given in accordance with Clause 5 of this Schedule.
15.3 The Bank reserves the right to notify the Customer of any change in these Terms and Conditions by notice displayed by electronic means on the Bank's website or other channels specified from time to time. Notice is deemed to be duly served on the Customer on the eighth (8th) Business Day after the posting of such notice by the Bank as aforesaid for seven (7) consecutive Business Days.
16. Termination of the Electronic Banking Services
16.1 The granting of access to Electronic Banking Services shall be at sole discretion of the Bank and the Bank may cancel or suspend Electronic Banking Services or any element thereof at any time.
16.2 Without prejudice to the Clause 16.1, the Bank shall be entitled to terminate the Electronic Banking Services provided to the Customer, if:
a.there is any change of law which prohibits or renders illegal maintenance or operation of such services or any elements thereof;
b.the Customer shall commit any breach of or omit to observe any obligations under these terms and conditions which, in the opinion of the Bank, amounts to a material of default on the part of the Customer; or
c.the Bank's records show that the Customer has maintained no related account for such period as the Bank shall prescribe.
17. General
17.1 The Customer will communicate with the Bank on all matters in relation to a transaction through the same communication channel.
17.2 The Customer acknowledges that an accepted instruction may still be rejected by reason of the operations of the Bank's computer systems. The Customer will check whether his or her instructions have been executed, as no notice of non-execution will be given to the Customer.
17.3 The Customer acknowledges that electronic instructions given by his or her Password may be used to register any accounts for the purposes of Electronic Banking Services, so that such accounts may become accessible by means of electronic instructions.
18.Terms and Conditions
18.1 The Customer agrees to abide by the Bank's General Terms and Conditions for Banking Services. Back to Top >>
