Agreement for Consumer Banking Services Contents page Section Heading Page A General Terms 2 B Current, Savings and Deposit Accounts 14 C Dual Currenc

Transcription

1 AGREEMENT FOR CONSUMER BANKING SERVICES 零售銀行服務協議

2 Agreement for Consumer Banking Services Contents page Section Heading Page A General Terms 2 B Current, Savings and Deposit Accounts 14 C Dual Currency Investment 24 D Interest/Currency Linked Structured Deposit 26 E ATM Services 30 F Investment and Custodian Services Part One - General 32 Part Two - Investment Services 34 Part Three - Foreign Exchange Trading and Other Transactions 39 Part Four - Custodian Services 46 Part Five - Other Services 49 G Telephone Instructions 50 H Facsimile Instructions 52 I Short Term Advances and Credit Facilities 53 J The Bank s Data Policy 54 K Definitions and Interpretation 54

3 NOTE: Please read the following Agreement carefully - it contains the terms of the contract between you and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, HONG KONG BRANCH AGREEMENT FOR CONSUMER BANKING SERVICES SECTION A GENERAL TERMS Introduction A1.1 This Agreement contains the general terms and conditions governing the provision of consumer banking or other services by Australia and New Zealand Banking Group Limited, Hong Kong Branch and shall govern and apply to all accounts or sub-accounts ( Account ) howsoever described (whether present or future and of a deposit, investment, borrowing or leveraged nature) opened or to be opened from time to time by you with the Hong Kong branch of Australia and New Zealand Banking Group Limited, Hong Kong Branch ( Bank ) and shall be read in conjunction with your Account Opening Application ( Account Opening Application ) for opening of the Account with the Bank. A1.2 These terms and conditions contained herein shall apply to each of the services provided by the Bank. In the event of a conflict or discrepancy between such terms and conditions and the specific terms applicable to a specific service, those for the specific service shall prevail. In the event of conflict or discrepancy between Section A and other Sections, the latter shall prevail except where it is expressly stated otherwise. A1.3 You, Customer and Account Holder mean each party or person that completes the Account Opening Application and includes any personal representative or lawful successor of such party or person and, where the context permits, includes any Authorised Signatories or Attorney; and if more than one, the provisions of this Agreement are jointly and severally binding on each of you. A1.4 Definitions of certain terms used in this Agreement are set out in Section K. Duty of Care of the Bank A2.1 When executing Instruction and when performing all other agreements and transactions with the Customer, the Bank shall exercise due care and in doing so the Bank shall take into account the Customer s interests to the best of its ability subject to the terms and conditions herein contained. Availability of Services A3.1 Consumer banking services and other services that you request will be made available to you after completion of the Account Opening Application and any other documentation required by the Bank. All Account Opening Applications requests for services will be subject to the Bank s acceptance, which will be deemed to occur upon the opening of the relevant Accounts for the requested service. The continued availability of any service shall be subject to the Bank s consent, in its sole discretion, and to the fulfillment by you of such conditions as the Bank may require. A3.2 The Bank may introduce new services from time to time. New terms and conditions governing such services may be introduced and shall be notified in writing to you. Such terms and conditions shall be binding on you upon your utilization of such services notwithstanding non-receipt of any such notification by you. A3.3 (For sole, joint accounts and partnership accounts) Each time you request or utilize a service, you represent, warrant and confirm that you are the [ultimate] beneficial owner of and have full authority to deal with the funds, Investments and property in your Accounts. You further represent, warrant and confirm that you are acting as principal and not as agent for any other person. You undertake to inform the Bank forthwith in writing if the foregoing representation is or becomes untrue due to change of circumstances or otherwise. A3.4 (For trust accounts) Each time you request or utilize a service, you represent, warrant and confirm that you have the requisite power and authority to deal with the funds, Investments and property in your Accounts. You further represent, warrant and confirm that such power and authority is unconditional and has not been revoked. You undertake to inform the Bank forthwith in writing if any of the foregoing representation(s) is/are or become untrue due to change of circumstances or otherwise. Joint Account A4.1 For joint Account, this Agreement is jointly and severally binding on each of you ( Joint Account Holder ) irrespective of any lack of validity or enforceability with regard to the death or incapacity or bankruptcy or liquidation of any other Joint Account Holder. No Joint Account Holder shall be entitled to enforce any rights or remedies under the Joint Account or otherwise until all liabilities of any other Joint Account Holders to the Bank have been fully satisfied. A4.2 Remittances received in favour of a Joint Account Holder alone may automatically be credited to the Joint Account unless the Bank has received specific Instruction to the contrary. 1-2

4 A4.3 The Bank s obligation to notify the Joint Account Holders shall be discharged if the Bank simply notifies any of them. A4.4 The Bank may, without prejudice to any rights and remedies against any of the Joint Account Holders, settle or vary the liability of or grant time or other indulgence to any of them. A4.5 This Agreement shall not be terminated by the death or incapacity of any of the Joint Account Holders or by any other causes but shall remain in full force for the surviving Joint Account Holders. If one of the Joint Account Holders should die, the Account is regarded as belonging to the survivor(s) without prejudice to any right the Bank may have in respect of any such monies, securities, deeds or other articles arising out of any lien, charge, pledge, set-off, counterclaim or otherwise whatsoever or to any step which the Bank may deem it desirable to take in view of any claim by any person other than the survivor(s). Notwithstanding any terms herein to the contrary, in the event of death of a Joint Account Holder, the Bank is entitled to refuse to permit any withdrawals from, or operation of, the Account until it has received such evidence that any estate duty or other duty or tax payable on such Account has been paid and/or to initiate interpleader proceedings in the event of any conflicting claim. A4.6 Any automatic disposal or standing Instruction in respect of the operation of the Account will cease to have any effect upon the notification in writing to the Bank of the death, insanity, incapacity, bankruptcy or liquidation of any of the Joint Account Holders. A4.7 Should the Bank at any time be given any notice by any one or more of the Joint Account Holders, which is in disaccord with the requests and/or Instruction of any other Joint Account Holders, the Bank shall be entitled but not bound to close all the Joint Accounts and/or to take such action as it deems fit. A4.8 The above provisions contained in this Clause shall govern the legal relationship between the Joint Account Holders (on the one hand) and the Bank (on the other hand) exclusively, irrespective of the internal relationship between the Joint Account Holders themselves or their successors, and regardless, in particular, of their respective rights of ownership of the assets in the Joint Account. Partnership A5.1 Where you are a partnership, the terms you shall also include each of the partners. All partners for the time being of any partnership shall be jointly and severally responsible and liable to the Bank for all monies owing and liabilities incurred to the Bank by you or any of you whether in the name of or on behalf of the partnership or otherwise. A5.2 You agree and undertake that you shall, upon any change in the partners of the partnership (whether by retirement, death, bankruptcy or admission of new partner(s)) or in the name of the partnership firm, immediately give written notice thereof to the Bank and until the time of the Bank s actual receipt of such notice, the partners of the partnership 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 partners of the partnership and name of the partnership firm have remained unchanged and the Bank shall be entitled to act accordingly and all the terms and conditions hereof and authorities given to the Bank howsoever in relation to the Account shall continue to be binding and of full effect irrespective whether or not such change has in fact occurred and put on record with the Business Registration Office or any other relevant government department(s) or authorities. A5.3 In the event of any one or more of you ceasing to be a partner of the partnership firm by death, incapacity, retirement, bankruptcy or otherwise, the Bank shall be entitled and is authorised to treat the surviving or continuing partner(s) for the time being as having full power and authority to carry on business of the partnership firm and deal with all its assets as freely as if there had been no change in the partners of the partnership or the partnership firm and anything done pursuant to the request/instruction of such surviving or continuing partner(s) shall be conclusively binding on all of the partners and their respective estates and personal representatives, including the one or more of the partners who shall have so ceased to be a partner or partners. A5.4 In the event of any partner ( Outgoing Partner ) ceasing to be a member of the partnership firm by death or otherwise and irrespective of whether or not notice of such cessation shall have been given to the Bank, insofar as the liability of the Outgoing Partner and/or his estate is concerned, a new or separate Account shall be deemed to have been opened by the partnership firm with the Bank immediately and as from and after such time all payments in any Account made by the partnership firm to the Bank shall (notwithstanding any legal or equitable rule of presumption to (the contrary) be placed to the credit of the new or separate Account and shall not go in reduction of the amount due by the partnership firm to the Bank.

5 A5.5 Any security or other property deposited in the name of the partnership may be withdrawn and any monies may be borrowed from the Bank in the name of or on behalf of the partnership and may be secured in any manner upon any securities, monies or properties of or deposited in the name of the partnership by the Authorised Signatories and each of you shall be jointly and severally responsible for the repayment of such monies with interests, costs, charges and expenses. Trust Accounts A6.1 If an Account is opened in your name acting as trustee for a person, it will be considered to be a Trust Account. A6.2 The trustee can withdraw money and otherwise operate or close the Account at any time but may not utilise the Account as security for the trustee s personal borrowings or, if the beneficiary is a minor, enter into transactions into which the minor would not be competent to enter into subject to any prevailing laws and regulations. If a trustee dies, the surviving trustee(s) shall operate the Account when it is a Joint Account. When there is no surviving trustee, the personal representative of the previous trustee shall be entitled to operate the Account. A6.3 If you open or maintain the Account for and on behalf of your clients in your capacity as solicitors or accountants for such clients, you shall provide the Bank with the information pertaining to your clients and if due to the confidential nature of such information you are not authorised to disclose it to the Bank, you shall furnish the Bank with an undertaking in form and substance satisfactory to the Bank that you have done due diligence on your clients and that you shall forthwith provide any information pertaining to the Account and your clients requested through the Bank by any relevant agency or authority. You understand that in co-operating with the examination or investigation by any relevant agency or authority, the Bank has no obligation to ascertain or enquire into the purpose for which such information about the Account or your clients is requested. A6.4 Without prejudice to the generality of the foregoing, you shall immediately upon the Bank s request and within 2 Business Days (or such other time period as may be specified by the Bank) provide to the Bank and/or the Regulators information (including, without limitation, details of identity, occupation, contact details and/or in the case of a corporate entity, nature and scope of business activities, source of funds, business structure, shareholdings and other information) relating to the ultimate beneficial owner(s) of any Account and/or the person ultimately responsible for the giving of Instructions in relation to any Transaction or in relation to any dealings with the funds, Investments and property in the Accounts. A6.5 If you effect any Transaction for a collective investment scheme, discretionary account or trust, you shall: immediately upon the Bank s request and within 2 Business Days (or such other time period as may be specified by the Bank) provide to the Bank and/or the Regulators the name, address and contact details of such scheme, account or trust and, if applicable, the identity, address, occupation or business structure and contact details of the person who, on behalf of such scheme, account or trust, ultimately originated the instruction to you to effect the Transaction; and as soon as practicable, inform the Bank when your discretion or power to invest on behalf of such scheme, account or trust has been overridden, revoked or terminated. In such a case, you shall, immediately upon the Bank s request and within the time specified by the Bank, provide to the Bank and/or the Regulators the identity, address, occupation and contact details of the person who has given such overriding instruction or notice of revocation or termination. A6.6 If you do not know the information referred to in clauses A6.4 and A6.5 above, you confirm that: you have arrangements in place which would entitle you to obtain and provide to the Bank and/or the Regulators upon request all such information within 2 Business Days; you shall, upon the Bank s request immediately obtain all such information from any relevant third party, and provide that information to the Bank and/or the Regulators within 2 Business Days or such other longer or shorter time period as may be specified by the Bank; and the Bank may, pending receipt by it and/or by the Regulators of such information, or if such information is not received within 2 Business Days or such other longer or shorter time period as may be specified by the Bank, decide in its absolute discretion, not to act (even if this may result in any loss) or give effect to any Instruction at any time and/or to suspend or terminate the effecting of any Transaction or the operation of any Account. A6.7 Clauses A6.4 - A6.6 shall survive termination of this Agreement. 3-4

6 Instruction A7.1 All Instruction to the Bank must be given in the manner indicated on the Account Opening Application and as provided for in this Agreement. Any change concerning the signatories will be effective upon the Bank s receipt of your written notification. A7.2 You may give Instructions orally or by telephone or facsimile as permitted by the Bank from time to time. In giving telephone Instruction, you agree to comply with those terms set out in Section G, and in giving facsimile Instruction, you agree to comply with those terms set out in Section H. At the Bank s request, such Instruction shall be confirmed by you in accordance with the Bank s prevailing procedure. Notwithstanding any terms hereto or otherwise to the contrary, the oral, phone or facsimile Instruction of any of the persons you authorise to give such Instruction may be accepted by the Bank as being sufficient to operate an Account that requires the signatures of more than one person for written Instruction. A7.3 An Instruction is effective until countermanded by a further revocatory Instruction. The Bank has no liability if it does not or is unable to stop or prevent the implementation of the initial Instruction. If the Bank receives two or more Instructions which it considers to be inconsistent, it may (but is not obliged to) seek clarification from you before acting on any of the Instruction or act upon any Instruction as it thinks fit. A7.4 The Bank may but shall not be obliged to use any means to verify any Instruction including calling any person designated as a signatory or requesting any other documentation or sending written advices confirming execution of any Transaction following any Instruction. A7.5 The Bank may, in its discretion and without giving any reason, refuse to comply with any Instruction. The Bank shall not be under any duty to assess the prudence or otherwise of any Instruction. If the Bank determines that any of your Instruction or other circumstances might expose or lead (whether directly or indirectly) to loss and expense to the Bank, it has the right to suspend the operation of any or all of the Accounts; and/or to require an indemnity from you before continuing to operate the Account(s) or complying with the Instruction. A7.6 You acknowledge and agree where relevant in respect of any Transaction under this Agreement that because of physical restraints on the exchanges, associations and markets rapid changes in prices of Securities and currencies or for any other reasons, there may be occasions where there is a delay in dealing and you acknowledge and accept that the Bank may not always be able to buy or sell at prices quoted at any specific time. You agree in any event to accept and be bound by all actions taken by the Bank when any Instruction is given to the Bank to buy or sell. You agree that the Bank shall not be liable to you in any way in the event the Bank is unable to carry out any of your orders or Instruction as a result of circumstances arising beyond the Bank s control. A7.7 Notwithstanding other mode of giving Instructions as permitted by the Bank from time to time, the Bank may permit access to and withdrawal or transfer of funds from your Accounts or other linked Accounts through the use of an access card or a personal identification number or other identification method(s) as designed by the Bank at or through an appropriate terminal or other electronic medium like telebanking service or interactive voice response. Power of Attorney A8.1 You may only appoint another person ( Attorney ) by way of a Power of Attorney in the form prescribed by the Bank to give Instruction regarding your Accounts. All acts of the Attorney are fully binding on you and the Bank is to be indemnified and held harmless by you in relation to and against all acts done by or defaults (including fraud) of the Attorney. A8.2 The Attorney shall have no power or authority to change the signing arrangement of any Account. A8.3 If the Account Holder comprises more than one party, each of them must appoint the same person as the Attorney and each of them shall be entitled to revoke the authority of the Attorney individually and independently. A8.4 The Bank shall be entitled to treat the authority of the Attorney as valid and subsisting until the Bank shall have received actual notice in writing from the Account Holder revoking such authority and, for the avoidance of doubt, (i) the Bank is entitled to ignore and disregard any notice of revocation of such authority not in the form of writing duly signed by Account Holder; and (ii) notwithstanding death of the Account Holders or any one of them, the authority of the Attorney is still valid and subsisting unless and until the Bank has received actual notice of such death. Communication A9.1 Each communication given by you to the Bank shall be clear and unambiguous, state any relevant Account and shall be addressed to the relevant department of the Bank for which the communication is intended, and shall be effective only upon receipt by the Bank. The Bank is not obliged to verify the accuracy of the information contained in any communication.

7 A9.2 Any correspondence from the Bank may be delivered personally, by post, telex, fax or by other means as the Bank deems fit to the relevant address or number designated by you on the Account Opening Application, or to such other address or number as you notify in writing to the Bank from time to time. Any notice or demand and all other correspondence by the Bank shall be deemed to have been given if addressed to you (or your trustee in bankruptcy or legal personal representatives or your receiver or liquidator) at such address as may be notified in writing by you or on your behalf or appear in the Bank s records as your last known address. Any notice or demand and all other correspondence from the Bank delivered personally shall be deemed to have been given at time of delivery. Any notice or demand and all other correspondence from the Bank dispatched by letter shall be deemed to have been given immediately after posting notwithstanding the fact that the letter may be returned through the post office undelivered. Any notice or demand and all other correspondence sent by telex by the Bank with answer-back or by facsimile shall be deemed to have been given at the time of transmission. Any communication by the Bank by way of electronic mail is deemed to have been given at the time of its transmission. Withdrawals A10.1 The Bank will only accept withdrawal Instruction that are satisfactory to the Bank in both form and substance. Other than cash, all cheques and other monetary instruments deposited will be available when the Bank has received written authenticated advice of final clearance or settlement. The rules of any clearing system in the money centre(s) through which funds are cleared will be binding on you. A10.2 The Bank reserves the right not to make any payments in excess of the funds available in an Account. Any excess will be considered a loan payable on demand, and be subject to a rate of interest customarily charged by the Bank for similar loans as determined by the Bank from time to time. A10.3 You may request withdrawals denominated in specific currencies, but the Bank reserves the right to make payment in the currency in which the relevant Account was opened. Payments by the Bank may be made by cheque, credited to an Account or as otherwise agreed. A10.4 The Bank reserves the right not to accept cheques and other instruments payable to third parties and endorsed to you. The Bank may in its discretion refuse withdrawals to be credited to third parties; if permitted, such withdrawals shall be subject to such additional terms the Bank considers appropriate. Statement of Accounts A11.1 The Bank will keep records of all Transactions it carries out for your Accounts. The Bank may provide you with periodic statements and advices. You shall examine all statements and advices as soon as you receive them and if you do not receive them within 7 days of the date on which you would normally expect to receive them, you shall immediately notify the Bank and request for a copy. Except for discrepancies of which you notify the Bank within 90 days from the date of such statements or advices, the Bank s records will be deemed correct and binding on you (subject to the Bank s right to adjust, which may be exercised by the Bank at any time, any entries in the Account or details in the statement where they have been wrongly or mistakenly made by the Bank). A11.2 Nothing contained in the preceding sub-clause shall affect your right in relation to: unauthorised transactions arising from forgery or fraud by any third party and in relation to which the Bank has failed to exercise reasonable care and skill; unauthorised transactions arising from forgery, fraud, default or negligence of the Bank s employee, agent or servant. Use of the Services of Third Parties & Outsourcing A12.1 The Bank may employ or utilize correspondents, agents, brokers, nominees, sub-custodians, depositories, advisers, bankers, dealers, attorneys, managers and any branch or affiliate of the Bank and delegate to any such third party the performance of the Bank s duties and exercise of the Bank s rights or otherwise for the purpose of this Agreement. The Bank may appoint any such third party to take delivery and to be registered as proprietor of any of the Customer s property, in each case in any part of the world, and may pay for their respective services out of the funds and property in the Accounts. The Bank shall use due care in the selection of such third parties but, subject to clause A.20, shall not otherwise be liable for the acts or omission of any such third party or any loss or damage incurred by you or any other person in connection with the use or appointment of or delegation to such third party. A12.2 The Bank may outsource some part of its operation such as (without limitation) back office or data processing to other parts of its global organisation or to independent third parties in Hong Kong or any part of the world on such terms as the Bank may, in its absolute discretion, consider appropriate. You hereby expressly agree and give your consent to such outsourcing arrangement. 5-6

8 Fees Charges & Minimum Balance Requirements A13.1 The fees and charges for the services provided by the Bank will be in accordance with the Bank s policy in effect and notified to the Customer from time to time. You agree that the Bank may debit such fees and charges as well as all reasonable expenses including commissions and brokerage for its servicesfrom the Account. Unless prior notice has already been given, the Bank shall inform you of the amount of charges debited to an Account promptly after any such fees and charges are debited except in the case of any Account which is dormant, the Bank shall provide you with 14 days notice when a charge accrues on such Account for the first time. A13.2 The Bank may receive benefits from any fees payable to any members or affiliates of ANZ in respect of Transactions effected under this Agreement. A13.3 The Bank may retain for its own benefit and account such portion of the interest, profits and/or gains that may be derived from the funds and property of the Customer by taking certain spreads or otherwise. A13.4 The Bank may impose minimum balance requirements on any Account and charge a service fee for any period in which the balance falls below the minimum required. A13.5 The Bank has the right to change the fees and charges and will give at least 30 days notice of such change to you if you will be affected by it. Payments A14.1 The Bank s certificate as to any sums payable by you under this Agreement or any of the services and any other certificate, determination, notification or opinion provided for in this Agreement shall be binding and conclusive save for manifest error. A14.2 Payments due from you to the Bank in connection with the services shall be made at such times, in such amounts and to such Accounts as the Bank may specify. All payments by you shall be made in full, without set-off or counterclaim and free and clear of any deductions or withholdings on account of any tax or otherwise. If you are obliged by law to deduct or withhold any sum from any payment due to the Bank, you shall increase the amount of the payment so that the net amount received by the Bank shall equal the amount due. The Bank may charge interest in respect of any sums due to the Bank and unpaid at such rates as the Bank may reasonably determine until all such sums are fully repaid, as well before as after judgment (to the extent permitted under the applicable law). A14.3 The Bank may be required to withhold on payments to certain account holders, and pass such amounts to a local or foreign government agency or revenue authority, by law or under an agreement with such authorities. If at any time any local or foreign government agency or revenue authority requires the Bank to make a deduction or withholding on any payment due to you, you agree to immediately reimburse the Bank for the amount of any such deduction or withholding, including authorising the Bank to deduct such amounts from your account. You will indemnify the Bank against any loss the Bank suffers or cost the Bank incurs as a result of such deduction or withholding. A14.4 Every payment received for an Account in a currency other than the currency of the Account may be converted by the Bank at such rate of exchange as it determines into the currency of the Account for credit to such Account and you shall bear the cost of such conversion. Authority of the Bank in Connection with this Agreement A15.1 The Bank may take such actions as it considers necessary or desirable to permit it to perform its duties and exercise its rights and discretion under this Agreement and to comply with the provisions of any applicable laws or regulations. A15.2 The Bank may execute currency exchange transactions on behalf of the Customer. Unless otherwise agreed, the exchange rate applicable shall be determined by the Bank. A15.3 The Bank may but shall not be obliged to, if it determines that because of political, economic, military, legislative, fiscal or other circumstances in which the funds and property of the Customer may be adversely affected, or if it appears to be in the Customer s best interests, take action to appoint a successor in another jurisdiction, transfer the funds and property to another jurisdiction, change the governing law(s) of this Agreement or take any other actions that it considers expedient. Telephone Recording A16.1 The Bank shall be entitled and you hereby consent to the Bank, in such circumstances as the Bank in its discretion considers appropriate and without any or further notice to you, to record in any convenient form all or any telephone conversations between you, your Authorised Signatories or your Attorney and the Bank. You agree that such recordings shall be admissible in evidence in any proceedings.

9 Right of Set-off, Lien, Margin & Power of Sale A17.1 In addition to any rights the Bank may be entitled to by law or otherwise, the Bank is entitled at any time without notice (as well before as after demand) to combine, consolidate or merge all or any of your Accounts with Australia and New Zealand Banking Group Limited, Hong Kong Branch held at the Bank or any of its other branches or its subsidiaries wherever located including Accounts in the name of the Bank or of yours jointly with others (whether savings current deposit loan or of any other nature whatsoever and whether subject to notice and notwithstanding that any fixed deposit has not matured or any of the conditions applicable to any Account or fixed deposit have not been satisfied) and/or to set-off or transfer any sum standing to the credit of any one or more of such Accounts in or towards satisfaction of any money obligations or liabilities of you to the Bank whether such liabilities be present future actual contingent primary collateral several or joint and until all contingent liabilities shall have been fully discharged and satisfied the Bank may retain such monies as the Bank in its absolute discretion may consider necessary to meet such obligations or liabilities on maturity. If any of such liabilities is in a different currency from the credit amounts in your Account, the Bank may effect any necessary conversion, at such rate of exchange as it may conclusively determine, in order to exercise the Bank s right of set-off. A17.2 The funds and property in the Accounts shall further be deemed to have been automatically set-off against the liabilities immediately prior to the occurrence (whether or not such occurrence is known to the Customer or the Bank) of any event which may otherwise affect the Bank s right to effect a set-off including: - (d) any assignment or charge on or any dealing in respect of the funds and property in the Accounts except in favour of the Bank; or an order of any court directing payment by the Bank to a third party, or attaching or garnishing the funds and property in any of the Accounts; or a bankruptcy or winding-up petition or other similar process is presented or a resolution is passed to effect the same, in relation to the Customer; or upon the crystallisation of any floating charge created by you and/or over your property, assets or undertaking. A17.3 The Bank shall inform you promptly after exercising any rights of set-off. A17.4 The Customer may not create or permit any encumbrance or third party interest over or against any of the Accounts or over any funds and property in any such Accounts without the Bank s express prior written consent. A17.5 The repayment of monies held by the Bank for the purpose of providing cash cover or margin is conditional on the Bank having received payment in satisfaction of all your Indebtedness to the Bank. A17.6 The Bank shall have and is authorised to exercise a lien over all funds and property (including but not limited to your Investments) and all documents and instruments of the Customer which is in the possession or control of the Bank, for custody or any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell any or all of them without further notice to the Customer to satisfy any Indebtedness of the Customer to the Bank. A17.7 All the above rights of the Bank set out above in this Clause shall be in addition to and not in substitution for any other right of set-off, lien or sale which may be available to the Bank at law. Assignment A18.1 You shall not assign or transfer all or any of your obligations, rights, interest or benefit in or to any of the Accounts without the Bank s prior written consent. The Bank may assign all or any of its rights, or transfer all or any of its rights and obligations, under or in respect of this Agreement to any person without your consent. Multiple Roles of the Bank A19.1 The Bank may act on behalf of the Customer even though the Bank may have a potential conflict of duty or interest. The Bank may have banking relationships with companies whose Securities are held as investments, and officers and directors of the Bank may be directors of such companies. Limitation of Liability and Indemnity A20.1 Unless expressly provided otherwise, the Bank does not act and has no duty to act as a trustee or fiduciary of the Customer and the Bank shall not be regarded as a trustee or fiduciary of the Customer by virtue of this Agreement or the services provided hereunder. For the avoidance of doubt, the Bank will have no duty or responsibility to maintain insurance for the Customer s benefit. 7-8

10 A20.2 The Bank shall not, in any event, be liable for indirect, consequential or special damages of any nature for any reason whatsoever in connection with any Account or any matters relating hereto. A20.3 The Bank shall not under any circumstances be liable to you in respect of any loss, damage or injury (except for death or personal injury) sustained or liability incurred by you by reason of any act, statements (express or implied), defaults or omission of an employee agent or representative of the Bank unless due to negligence, wilful default or fraud. The Bank s liability shall in such event not exceed the market value all relevant funds or property held by the Bank for the Customer at the time of such negligence or wilful default or fraud. A20.4 The Customer shall indemnify the Bank, its officers, directors, employees and agents against all loss and expenses reasonably incurred (including, without limitation, foreign exchange losses, taxes or other levies, interest, service charges and legal costs as between solicitor and client) on a full indemnity basis arising in connection with the Bank s execution of the Instruction, the Accounts or from any action taken or omitted by the Bank, its officers, directors, employees or agents, save to the extent that such liability or loss is the result of the Bank s own negligence, wilful default or fraud. The Customer shall, if required by the Bank, pay to the Bank such amount as the Bank may determine to be sufficient to indemnify it against any such liability, loss or expense, even though they may still be contingent in nature. The Bank may hold such amounts for such times as it may deem necessary or appropriate. A20.5 Without prejudice to other provisions in this Agreement (including but not limited to Clause A32.1), the Customer shall indemnify the Bank against the amount of all expenses, present or future taxes (including any stamp duty, documentary, registration, withholding or similar tax), costs (including legal) and other liabilities and costs incurred or to be incurred in connection with this Agreement or the services provided hereunder on a full indemnity basis, including but not limited to the expenses arising from the preservation, protection, exercise or enforcement of any right, power or remedy of the Bank, whether against the Customer or any third party, in connection with the performance of this Agreement and the services provided hereunder. A20.6 Nothing herein, including but not limited to the indemnities set out in this Agreement, shall operate so as to exclude or restrict any liability of the Bank, the exclusion or restriction of which is prohibited by applicable Hong Kong laws and regulations. Risk of Dispatches A21.1 The specific means of communication or mode of dispatch may be elected by the Bank at its sole discretion. The Bank shall not, in any event, be liable for any indirect, consequential or special damages of any nature for any reason whatsoever in connection with any Account or any matters relating thereto. A21.2 The Bank shall not be liable for, and you hereby waive to the fullest extent permitted by law, any right which you may now or hereafter have to claim against the Bank in connection with any misunderstanding, mutilation, delay or faulty transmission of Instruction and communication, whether by post, telephone, telegraph, facsimile, telex service or any other communication system whatsoever. A21.3 If the Bank, by your order, dispatches monies or securities or other goods or documents of title to you or to third parties, such dispatch shall be at your risk. Force Majeure and Illegality A22.1 All amounts, deposits and liabilities are to be paid or discharged only at the branch in the country or administrative region in which the relevant Account is opened, and not at Australia and New Zealand Banking Group Limited, Melbourne, Australia ( Head Office ) or any other office or branch or any other affiliate of Australia and New Zealand Banking Group Limited unless otherwise specifically stated in writing. The Customer shall have no claim or action outside such country or administrative region in which the relevant Account is opened against the Head Office or any other branch of Australia and New Zealand Banking Group Limited located outside such country or administrative region or a right of recourse or set-off against assets of Australia and New Zealand Banking Group Limited or assets of any other branch which administratively do not belong to the branch operated in such country or administrative region, and all such claims, actions and right of recourse or set-off shall be waived. Instruction for the remittance and/or transfer of monies deposited with the Bank shall not be affected or be construed in any way as derogating from the above provisions. A22.2 The Bank will not be responsible or liable for any loss or expense suffered or incurred by the Customer arising from any delay, failure or inability of the Bank to discharge any of its obligations in connection with any of the Accounts as a result of any reasons or causes beyond the Bank s control including, without limitation, act of God, governmental act, terrorism, war, fire, flood, explosion industrial dispute of a third party, embargo, accident to or breakdown of the computer system and where any office of the Bank or any of the Bank s correspondents or agents with whom funds have been placed is prevented from making payment to the Bank.

11 Appointment of Advisors A23.1 In all matters relating to the Account and provision of services hereunder, you agree that the Bank may, in the Bank s absolute discretion, act on the opinion or advice of the Bank s advisors (legal, financial or other professional advisors) but shall not be responsible for any consequence of acting or not acting in accordance therewith. A23.2 You shall be responsible for all reasonable costs, expenses and fees (including legal fees) reasonably incurred by the Bank on a full indemnity basis for the purpose of enforcing this Agreement against the Customer. Other Applicable Terms of Services A24.1 The applicable terms and conditions including those appearing in any statement, advice or the Bank document, shall be binding with the same effect as if each and every such term or condition was set out in full herein. Apart from the general terms and conditions contained herein, the Bank s by-laws, rules and regulations and practices brought to the attention of the Customer by display, advertisement or otherwise shall also govern the operation, rights and obligations relating to any Account. A24.2 The Bank shall have the right to impose negative interest wherever required to do so by law or regulation. A24.3 Should any or part of this Agreement become illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions will not be affected. A24.4 Any failure, delay or waiver by the Bank of any breach of any provision of this Agreement by the Customer or any other relaxation or indulgence granted by the Bank, will be without prejudice to and will not affect the exercise at any time by the Bank of all or any of its rights and remedies. A24.5 The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law. A24.6 The liabilities and obligations of the Customer will bind successors in title and where the Customer is an individual, his personal representatives. A24.7 You shall from time to time upon request promptly perform such acts and sign, seal, execute and deliver any and all such further instruments, deeds, certificates, agreements, proxies, authorities or documents whatsoever as the Bank may consider necessary or desirable for the performance or provision of services by the Bank, or for the purpose of enabling the Bank to obtain the full benefit of the provisions of this Agreement. Destruction of Documents A25.1 The Customer agrees that the Bank may at its discretion destroy any cheques or other records and documents relating to any Account maintained with the Bank after the same have been processed by microfilm or any form of electronic or electromagnetic media and that production of the microfilm or such other form of electronic or electromagnetic media shall be binding on and as conclusive evidence against the Customer. Saturdays and Holidays A26.1 The Bank may, at its discretion, refrain from (1) carrying out any of your Instruction; or (2) presenting demanding collecting or giving notice of non-payment or dishonour with respect to any cheques, on any Saturday, Sunday or other holiday or any day on which the Bank is not open for business to the public but the Bank may, at its discretion, choose to do so and any debit against your Account, any Transaction date or value date may therefore fall on any such Saturday, Sunday or other holiday or such day on which the Bank is not open for business to the public; and the Bank shall not be responsible for and you shall hold the Bank harmless against all losses, claims, actions, proceedings, demands, damages, costs and expenses which may be incurred or sustained by you in connection with the exercise of such discretion to act or not to act as the case may be. Suspension of Account A27.1 Upon the occurrence of an Extraordinary Event, the Bank shall have the sole discretion to determine any adjustment or action necessary in relation to the Transaction for or in respect of the Account including any foreign exchange or derivative transaction. Such adjustments or actions may include altering or varying the quantities of currencies, securities or commodities or instruments or the exchange rates or specification of currencies, securities or commodities or instruments bought or sold in respect of such Transaction, or terminating the Transaction in question or some or all Transactions, or otherwise and you shall be bound by such adjustment or action. 9-10

12 Termination and Closure of the Account A28.1 If in the opinion of the Bank any Account has not been satisfactorily operated or maintained, the Bank may at any time at its absolute discretion by reasonable notice to you close such Account without being obliged to give reason for so doing. Upon such notice of closure being sent to you at the address from time to time stipulated by you for sending account statements, the Bank shall henceforth be released from any further obligations. You shall be held solely responsible for any and all consequences resulting or arising therefrom. A28.2 The Bank may close your Account without first giving notice, in exceptional circumstances, including without limitation, where the Account is being used for criminal activities. In addition, the Bank may close any Account and/or terminate this Agreement or any of the services by written notice at any time, which notice shall be effective after such period of time as specified by the Bank, including where you fail to provide the Bank with any information requested under these Terms and Conditions or the Data Policy Notice, or where required by law, a regulatory body or government agency (whether local or foreign). A28.3 The Bank may terminate this Agreement or any of the services if you do not pay any amount due to the Bank or fail to comply with any of the provisions of any of the services or this Agreement. A28.4 Upon the closure of the Account or the termination of this Agreement or any of the services: (d) any sums due and payable to the Bank in respect of this Agreement or the relevant service, including the whole or part of any periodic fees or any other sums which are periodically payable (such being proportionate to the period which has elapsed prior to the date of termination), shall immediately be paid to the Bank; the Bank may realise or liquidate any contractual positions or Investments held by the Bank for or in connection with the Account and may discharge its entire liability with respect thereto by either transferring the relevant positions or securities to you and/or mailing a cheque representing the net proceeds of the realisation of such position or Investment; if the Bank has effected any Transaction which is likely to extend beyond the date of termination, the Bank shall at its discretion either close out or complete such Transaction and shall be entitled to retain sufficient funds for this purpose; and the Bank may transfer to you or as it may direct, all funds or property in the relevant Accounts and take any other steps which it may consider necessary to terminate this Agreement or such service as the case may be at your cost and expense. A28.5 Save as expressly provided herein, termination of this Agreement or any service will be without prejudice to the completion of Transaction already initiated or to any liability (actual or contingent) already incurred by you to the Bank. Termination shall also not affect provisions relating to your indemnities and the powers of the Bank set out in this Agreement. A28.6 In the event of any closure of the Account, the Bank may discharge its entire liability with respect to any cash deposit in the Account by mailing you a draft or cheque in the currency or any of the currencies of such Account, payable to your order in the amount of the credit balance in such Account together with such other documents as may be necessary to transfer to you such claims as it may have on such credit balance or against any placement bank. With respect to external placements, the amounts paid to you shall be net of the Bank s placement fees. A28.7 Where the Customer is an individual, upon his or her death, the Bank may withhold any payment of the funds and property to his successor(s) or personal representatives for such time as the Bank considers appropriate or until the Bank has received such satisfactory documentation as the Bank may require including but not limited to evidence of entitlement, indemnity to the Bank for making such payment and evidence of payment of estate or other duty or tax in relation to such funds and property. Variation of General Terms and Conditions A29.1 The Bank may vary or amend these general terms and conditions at any time by giving reasonable written notice (and in the case of variation and amendments relating to fees and charges, at least 30 days written notice) specifying the variations and amendments to the Customer at the address designated by the Customer for the statements in respect of Account (the non-receipt of the actual notice by the Customer notwithstanding) and any such variations or amendments shall take effect upon the date specified by the Bank which shall in any event be not less than 30 days after the date of the relevant notice PROVIDED THAT the Bank s Schedule of Standard Charges and the terms and conditions governing deposits placed with the Bank are subject to alteration by the Bank without prior notice to or consent of the Customer where individual notification would be reasonably