TERMS

Transcription

1 TERMS AND CONDITIONS FOR GENERAL BANKING ACCOUNTS AND SERVICES

2 TABLE OF CONTENTS Page No. A. GENERAL TERMS Interpretation Mandate and Instructions Telephone and Electronic Instructions Deposits Withdrawals Communication Account Statements/ Confirmation Advice Joint Account, Partnership Account, Corporate Account and Trust Account Fees and Charges and Right to Debit Indebtedness and Certificate of Indebtedness Right of Lien, Set-Off and Combination of Accounts Availability/ Variation Closure/ Termination of Account and Service Representations and Warranties Exclusion of Liability and Indemnity Customer Information International Taxation Requirement Bank s Agents Hold Mail Services Rights of Third Parties Miscellaneous Amendments Governing Law and Jurisdiction Claims in Different Jurisdictions B. SPECIFIC TERMS AND CONDITIONS (I) SPECIFIC TERMS AND CONDITIONS FOR CURRENT ACCOUNTS Deposits and Withdrawals Interest Cheque Books and Cheques Proper Drawing of Cheques Altered Cheques Types of Cheques Certified Cheques Stop Payment Order Overdraft Return of Cheques Retention of Cheques and Other Instruments Non-Hong Kong Dollar Current Account e-cheques Deposit Services (II) SPECIFIC TERMS AND CONDITIONS FOR SAVINGS ACCOUNTS Deposits and Withdrawals Interest (III) SPECIFIC TERMS AND CONDITIONS FOR CALL AND TIME DEPOSIT ACCOUNTS24 1. Deposits and Withdrawals Interest Maturity and Renewal... 24

3 To: United Overseas Bank Limited Hong Kong Branch ( UOB or the Bank ) a licensed bank under the Hong Kong Banking Ordinance In consideration of UOB agreeing to open and continue to maintain certain account(s), or provide certain of its services, I/we ( the Customer ) agree to be bound by these Terms ( the Terms ), which comprise the General Terms and certain Specific Terms. The General Terms apply to and govern all accounts opened and from time to time maintained by the Customer with the Bank, as well as all services from time to time provided by the Bank to the Customer. The Specific Terms apply to and govern all accounts and services referred to therein. In the event of conflict between the General Terms and any Specific Terms, the Specific Terms shall prevail, insofar as the Specific Terms apply to the account or service in question. Additional terms may be prescribed by the Bank from time to time in respect of certain accounts and/or services and shall be read together with the Terms and shall be considered an integral part of the Terms. A. GENERAL TERMS 1. Interpretation 1.1. In the General Terms, Applicable Laws means all obligations, requirements or arrangements that are binding on, applicable to and/or expected to be complied with by, the Bank and/or any other Bank Group Member according to: (a) any present or future statute, law, regulation, rule, official directive, order, request, decree, code of practice, guidelines or guidance (whether or not having the force of law) of any legal, regulatory, governmental, tax, law enforcement or other body, agency, department or authority, or self-regulatory or industry body or associations of financial services providers in each case whether within or outside the Hong Kong; (b) any present or future contractual or other commitment with local or foreign legal, regulatory, governmental, tax, law enforcement or other body, agency, department, or authority, or self-regulatory or industry body or associations of financial services providers that is assumed by or imposed on the Bank or any Bank Group Member by reason of its financial, commercial, business or other interests or activities in or related to the jurisdiction of the relevant local or foreign legal, regulatory, governmental, tax, law enforcement or other body, agency, department or authority, or selfregulatory or industry body or association; For the avoidance of doubt, this definition includes any obligations, requirements or arrangements that are binding on, applicable to and/or expected to be complied with by, the Bank and/or any Bank Group Member pursuant to FATCA. Authorized Person means a person authorized by the Customer (whether alone or jointly with any other person or persons) to give any instruction to the Bank or execute or sign any instrument in relation to any account of the Customer with the Bank or any service offered by the Bank to the Customer or operate any account of the Customer with the Bank and/or effect any transaction or utilize any service for and on behalf of the Customer. Bank Group means the group comprising the Bank and/or its Holding Company, any Subsidiary or Affiliate of the Bank or its Holding Company and any of their respective branches, offices or units, in each case whether in Hong Kong or elsewhere. Bank Group Member means any member of the Bank Group, including each member's successor, assignee and transferee. Business Day(s) means a day on which licensed banks in Hong Kong are open for business and dealings in Hong Kong dollars are carried on in the Hong Kong interbank market. Confidential Information means any information that a reasonable person would consider being of a confidential or proprietary nature, including but not limited to Customer personal data, Customer s bank account details and transactional information. FATCA means: (a) sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986; GT&C-01/ E - 1 -

4 (b) any intergovernmental agreement, memorandum of undertaking, undertaking and other arrangement between governments and regulators in connection with (a) including as entered into by the government of Hong Kong; (c) agreements between the Bank and the IRS and/or other government agency or regulator pursuant to or in connection with (a); and (d) any laws, rules, regulations, interpretations or practices adopted in the U.S., Hong Kong or elsewhere pursuant to any of the foregoing. In each case as introduced, amended, modified or replaced from time to time. Holding Company, in relation to any company or entity, means the company or entity of which such last-mentioned company or entity is a Subsidiary and Affiliate, in relation to any Bank Group Member, means any other company or entity in which any Bank Group Member (alone or together with any other Bank Group Member) owns directly or indirectly more than twenty per cent (20%) of the voting share capital or equivalent right of ownership of such company or entity. Hong Kong means Hong Kong Special Administrative Region of the People s Republic of China. IRS means the U.S. Internal Revenue Services Subsidiary, in relation to any company or entity, means any other company or entity directly or indirectly under the control of the first-mentioned company or entity; for this purpose, control means beneficial ownership (direct or indirect) of more than fifty per cent (50%) of the voting share capital or equivalent right of ownership of such company or entity, or power to direct its policies and management whether by contract or otherwise U.S. means the United States of America 1.2. Unless the context otherwise requires, capitalized terms in the Specific Terms have the same meaning as defined in the General Terms References to time in the Terms refer to Hong Kong time and references to the singular number include the plural number and vice versa. 2. Mandate and Instructions 2.1 The Customer may at any time open account with the Bank or apply for services provided by the Bank by giving an instruction to the Bank in accordance with the General Terms or the Specific Terms (as applicable) together with such documents or information as may be requested by the Bank. 2.2 The Bank is authorized to act on the instructions in relation to any account or service given by the Customer (or in the case of a joint account, by all the persons comprising the Customer jointly) or by such number of Authorized Persons appointed by the Customer for the relevant account or service. For those accounts or services for which no Authorized Person has been appointed by the Customer, the Bank is authorized to act on the instructions given by any Authorized Person appointed by the Customer for any purpose. 2.3 Instructions in writing may be in original or by fax, and shall be signed or chopped by the Customer or the Authorized Persons as may be designated by the Customer for the purposes of the relevant account or service using the signature(s) or chop(s) which closely resembles the specimen signature or chop of the Customer or the relevant Authorized Person (as the case may be) kept by the Bank. 2.4 The Bank shall be entitled to refuse to accept or act on any instruction, whether for a withdrawal or any other transaction or any matter relating to the account or service if: GT&C-01/ E (a) the Bank is unable to verify the Customer s or an Authorized Person s identity to its satisfaction; (b) the Bank has any doubt on the authenticity, clarity or completeness of the instruction; (c) the form or content of such instruction is not in accordance with the requirements or policies or practices as prescribed by the Bank from time to time; (d) the instruction is not in accordance with the account mandate(s) (if any) or the written authorization of the Customer for the time being in effect in respect of the operation of such account; (e) the Bank has received conflicting instructions before executing the first such instructions; and - 2 -

5 (f) the execution of the instruction could be inconsistent with the laws, rules, regulations, guidelines, requests or recommendations of public or regulatory authorities in different jurisdictions relating to prevention of money laundering, terrorist financing or provision of services to persons subject to sanctions; and the Bank shall not be liable to the Customer as a result of such refusal. 2.5 Notwithstanding and without prejudice to Clause 2.4, the Bank may act upon any instruction which the Bank believes in good faith to be given by the Customer or an Authorized Person, without inquiry as to the identity or authority of the person giving or purporting to give such instruction or the authenticity thereof and notwithstanding that such instruction may conflict with other instruction(s) given by the Customer or the Authorized Person to the Bank, or any error, misunderstanding, error in transmission, fraud, forgery, lack of authority or lack of clarity in the terms of such instruction. 2.6 Without prejudice to the foregoing, the Bank may require confirmation of any instruction from the Customer or the Authorized Person in any form or manner as it deems appropriate before acting on the relevant instruction. 2.7 The Bank may honour any cheque or other instrument, or act on any instruction, signed by the Customer or an Authorized Person but presented after his death, before the Bank has received actual notice of his death. 2.8 The Customer is solely responsible for ensuring the accuracy and completeness of all instructions. The Bank shall not be responsible for the consequences of any instruction being incomplete, garbled or inaccurate. 2.9 The Bank is not obliged to cancel or amend or accept any request to cancel or amend an instruction. The Bank shall not be taken to have received or have notice of any countermand from the Customer until the Bank confirms its receipt of the same to the Customer. The Bank shall not be taken to have waived its right not to act on any request for cancellation or amendment by reason of the Bank having so acted upon such request on any previous occasion Unless otherwise agreed by the Bank, any instruction received by the Bank after its usual banking hours announced by the Bank from time to time will only be processed on the next following banking day of the Bank If the Customer elects to use a chop or seal to give instruction in lieu of signature, the Customer undertakes to keep the chop safe and shall be responsible for all losses arising out of the loss or unauthorized use of the same The Customer shall notify the Bank promptly in writing of any change of specimen signatures of the Customer or any of the Authorized Persons or the manner of giving instructions. The Bank shall be entitled to a reasonable period of time (of not less than seven (7) Business Days from receipt) to process such notification of change. Before the Bank has updated its record, the Bank shall be entitled to honour any cheque or other instrument or act on any instruction given by the Customer or an Authorized Person based on its then current record. 3. Telephone and Electronic Instructions 3.1 The Bank is hereby authorized to act on any instruction given, or purported to be given by the Customer or an Authorized Person, over the telephone, or instruction given by telefax, or through the Internet or such other electronic or telecommunication means as may be acceptable to the Bank from time to time, without any further authority from the Customer or any Authorized Person, or any further notice to or from the Customer, or any Authorized person, without any inquiry by the Bank as to the authenticity thereof, regardless of the circumstances prevailing at the time of such instruction or the nature of the transaction and notwithstanding any error, misunderstanding, fraud or lack of clarity in terms of such instruction, and whether or not such oral or electronic instruction was made or given without the authority of the Customer. 3.2 Instructions given by telephone, or through the Internet or other electronic means mean instructions given by a person who can: GT&C-01/ E (a) quote the account number of any of the accounts to which the instruction relates; (b) quote the personal identification number(s) ( PINs ) assigned by the Bank to the Customer or any of the Authorized Person(s) of any of the accounts to which the instruction relates; (c) if required by the Bank, produce such digital certificate of the Customer or of any of the Authorized Person(s) acceptable to the Bank; and (d) produce or quote such other information as may be requested by the Bank

6 3.3 The Bank may accept the digital signature of the Customer or any of the Authorized Persons which is supported by a digital certificate tendered to the Bank. The Customer agrees that the Bank is entitled to consider such a digital signature to be the manual signature of the relevant person. 3.4 The Customer agrees that the Bank may presume that the information contained in a digital certificate issued by such certification authority as may be acceptable to the Bank is correct if the certificate was published in a repository. 3.5 The Customer undertakes to: (a) keep and procure each Authorized Person to keep his PIN secret and his digital certificate safe and if the Customer and each of the Authorized Persons acts in good faith and is diligent in safeguarding his PIN and digital certificate, the Customer shall not be liable to the Bank for any unauthorized transaction made pursuant to instructions given through the Internet or electronic means in accordance with this Clause; (b) inform the Bank as soon as reasonably practicable if the Customer knows or suspects that, any unauthorized person knows the Customer s PIN or the PIN of any of the Authorized Persons or that unauthorized transactions have been effected and if the Customer fails to do so the Customer shall be liable for any unauthorized transactions made; and (c) be liable for all losses if the Customer or any Authorized Persons acts fraudulently or with negligence including failing to properly safeguard the Customer s PIN or the PIN of any of the Authorized Persons. 3.6 Instructions given by telephone or through the Internet or other electronic means are sent entirely at the Customer s own risk. The Customer agrees that the Bank will not be liable for any loss which the Customer may suffer in connection with the Bank acting in accordance with such instruction including without limitation on any oral instruction of a person who is not the Customer or an Authorized Person, or any written instruction transmitted by telefax, or through the Internet or other electronic means as aforesaid upon which any of the signatures has been forged or is otherwise unauthorized. 3.7 The Bank may record telephone instructions by writing and/ or tape recording and/or any other method, and the Customer hereby agrees that a note/ tape recording made by or on behalf of the Bank of any oral instruction or, as the case may be, a copy of any instruction transmitted by telefax, or through the Internet or other electronic means, shall be conclusive and binding evidence of such oral instruction or telefax / internet / electronic instruction, as the case may be, provided always that the Bank shall not be obliged to cause any of its officers to make any note / tape recording of any telephone instruction and the failure to make such note / tape recording shall not in any way affect the authorisation herein contained or prejudice the rights of the Bank under the Terms. 3.8 The Customer may give written notice to the Bank to cancel the mode of giving instructions through any specific channel referred to in this Clause. The Bank may terminate without prior notice, the arrangement of accepting instructions given through any specific channel referred to in this Clause. 3.9 The Customer understands that due to unpredictable traffic congestion, openness and public nature of the Internet and other reasons, the Internet may not be a reliable medium of communication and that such unreliability is beyond the control of the Bank. This may subject transactions to delays in transmission, incorrect data transmission, delays in execution or execution of instructions at prices different from those prevailing at the time instructions were given, misunderstanding and errors in any communication between the Bank and me/us, transmission blackouts, interruptions and so on. In such event, the Bank shall not be liable for any loss or damage suffered or incurred by the Customer in relation thereto. 4. Deposits 4.1 The minimum initial deposit amount and minimum balance for each type of account shall be determined by the Bank from time to time. 4.2 Deposits may only be placed with the Bank in such manner as may be determined by the Bank from time to time. All deposits, in particular cash deposits in foreign currency notes, are subject to verification. 4.3 The Bank may at any time without giving any reason refuse to accept any cheque, cash or financial instrument in any currency for deposit (including without limitation in cases where the payee s name is not identical to the name of the Customer). GT&C-01/ E - 4 -

7 4.4 Funds represented by cheques (including marked cheques), drafts and all other instruments deposited with the Bank shall not be available for withdrawal until the proceeds thereof have been received by the Bank in cleared funds. The Bank reserves the right to debit such credited amount from the account if the cheques, drafts and such other instruments are dishonoured, or to revise the amount credited into the account in the event that the payment received by the Bank on such cheques, drafts and such other instruments is less than the amount credited into the account. 4.5 All cheques deposited are received by the Bank solely as agent for collection and in the absence of negligence or wilful default on the part of the Bank, the Bank assumes no responsibility for any non-payment or losses to the Customer resulting from any inability on the Bank s part to collect, whether resulting from any payment restriction or any law or regulation of any country in which the cheques are cleared/ or collected, or any strikes, or any default, neglect or insolvency of any correspondent or paying bank or financial institution or any agent or sub-agent, or any cause(s) beyond the Bank s control, or otherwise. Dishonoured cheques may be returned by post to the Customer at his risk and expense. 4.6 The Bank reserves the right to debit any credited amount from the account even after the Bank receives payment, if the corresponding paying bank, financial institution or any agent and sub-agent should at any time claim refund or repayment of such amount on any ground(s) (whether or not disputed), including without limitation the ground that the cheque, draft, money order, telegraphic transfer or other payment instruction or instrument was void, invalid or fraudulently issued, or in any other circumstances whatsoever resulting in the amount of such cheque, draft, money order, telegraphic transfer or other payment instruction or instrument or any part thereof being subject to an actual or potential claim for repayment or refund by any party. 4.7 An inward remittance (whether in Hong Kong dollars or in any other currencies) to the account may not be credited to the account on the same day if the related payment advice is not received by the Bank before the cut-off time set by the Bank from time to time. No interest will accrue on any inward remittance before the funds are actually credited into the account. 4.8 The Customer agrees that any conversion from one currency into another for whatever reason, including without limiting the following: (a) conversion of an amount standing to the credit in any of the Customer s accounts or any other amount due by the Bank to the Customer to any other currency for the purpose of carrying out any instruction, assessing the Customer s liability or enforcing the Bank s rights under the Terms or in relation to any service or account (including to effect any set-off or consolidation of accounts by the Bank); (b) conversion of the balance in any account or any part thereof (and if the Bank so chooses, together with the interest accrued on the amount so converted) into another currency selected by the Bank at the time such balance or part thereof becomes due to be repaid by the Bank and repayment in such currency shall constitute full and complete discharge of the Bank s obligations with respect thereto; or (c) conversion of any sum received by the Bank (whether for credit into any account or in payment of any sum due to the Bank) in any currency of the account or the currency in which payment is to be made, as the case may be, may be effected by the Bank in such manner as it may in its absolute discretion determine and at its own rate of exchange then prevailing. The Customer agrees that all losses, costs and risks resulting from such currency conversion shall be borne solely by the Customer. 4.9 The Bank shall pay interest on credit balance on an account only where the Bank has expressly agreed to do so. Interest will be calculated at such rate and on such basis as the Bank may determine from time to time, provided that the daily balance of the account does not fall below such minimum balance as the Bank may require from time to time to be maintained in the account to qualify for payment of interest. Such interest may be credited to the account on any day of a calendar month as the Bank may determine from time to time For the avoidance of doubt, this Clause shall apply to deposits placed with the Bank by any means, whether over the counter at the Bank branches or through the use of any services as may be made available by the Bank from time to time. 5. Withdrawals 5.1 Withdrawals from each type of account may only be made in such manner and on such terms and conditions as may be prescribed by the Bank from time to time upon notice to the Customer. GT&C-01/ E - 5 -

8 5.2 Withdrawals from each account may be made only upon receipt by the Bank of withdrawal instructions satisfactory to it, and the Customer shall be liable for all such instructions irrespective of whether the relevant account is in credit or otherwise. However, in the absence of any express agreement to the contrary, the Bank is not bound to honour any withdrawal instruction if there are insufficient funds in the account. If the Bank shall decide to permit a withdrawal notwithstanding the insufficiency of funds in the relevant account, the Bank may do so without seeking the Customer s prior approval or giving prior notice to the Customer. The Customer shall pay to the Bank the resulting overdraft and all interest and charges incurred at such rate as may be determined by the Bank from time to time and the Bank will inform the Customer promptly after exercising such right. 5.3 The Customer agrees that in respect of a transfer of funds, such funds are sent entirely at the sole risk of the Customer in every respect and the Bank shall not, in the absence of negligence or wilful default on the part of the Bank, be liable for any mutilation, interruption, omission, error, neglect, default, mistake or delay which may occur in the transmission of any message or arise from misinterpretation by any mail, telegram, cablegram, wireless, telegraphy or telex company, internet service provider or by the Bank, the Bank s correspondent, agent or sub-agent or any employee of the aforesaid or through any other cause beyond the Bank s control. 5.4 In the event that the Bank receives more than one instruction for the withdrawal of funds which in aggregate would exceed the amount standing to the credit of the Customer s account, the Bank shall be entitled at its absolute discretion to select which instructions shall be executed, without reference to the date of dispatch or time of receipt of such instructions. 5.5 The Bank is authorized (but is not obliged) to arrange currency conversions of amounts in any account in order to settle any liability incurred or to be incurred in connection with transactions effected or to be effected for the Customer or any obligation of the Bank to the Customer and the Customer shall bear the cost of such conversion. 5.6 The Bank is entitled to repay the Customer in full satisfaction of the Customer s deposit or any part thereof together with any accrued interest thereon in any of the following manner, either in the same currency or different currency or in any combination of currencies: (a) by cash in the currency of the relevant account; (b) by issuing to the Customer a cheque drawn by the Bank on any bank in a country payable in the required currency whereupon the Customer shall pay to the Bank its prescribed service charge; (c) by cash or the Bank's cashier's order in Hong Kong dollars after converting the amount equivalent at the Bank's prevailing buying rate at the relevant time, whereupon the Customer shall pay to the Bank its prescribed service charge ; or (d) by a combination of any of the above. 5.7 Withdrawals in large sum of cash or in foreign currency are subject to (i) prior notice by the Customer, (ii) the availability of the cash and currency in question and (iii) the payment of such fees or commission as the Bank may require. Withdrawal in a currency other than Hong Kong dollars shall, unless the Bank otherwise agrees, only be payable by means of cable payments or by telegraphic or electronic transfer to an account acceptable to the Bank, or by issuing drafts on a bank selected by the Bank. 6. Communication 6.1 The Customer shall notify the Bank as soon as possible upon any change of particulars of the Customer and/or any Authorized Person previously provided to the Bank, such as names, date of birth, occupations, addresses, identification documents, countries of citizenship, countries of tax residency and associated taxpayer identification numbers, telephone, facsimile or other contact numbers, partners (for partnership accounts), directors and memorandum and articles of association (for corporate accounts) and constitution and/or rules (for societies, clubs and other unincorporated associations). In particular, the Customer shall notify the Bank in accordance with Clause 17.3 of any change that affects the Customer s tax status. 6.2 All notices to and communications with the Customer, including any statement of account, confirmation advice, document, other instrument whatsoever (including cheque books) and/or PIN (hereinafter collectively called Communications ) from or issued by the Bank may be sent by post, facsimile or other electronic transmission, handdelivery or such other manner as the Bank deems fit to the last known address, facsimile or other relevant number of the Customer in the Bank s records and shall be deemed to be received by the Customer (even if they could not be delivered or transmitted or were subsequently returned undelivered): GT&C-01/ E - 6 -

9 (a) If delivered personally, at the time of delivery; (b) If sent by post, two or seven business days after posting to an address in Hong Kong or overseas respectively; and (c) If by facsimile, at the time of transmission. Other communications may also be given in the Bank s branches or in the press (in Hong Kong s main English and Chinese newspapers) or via radio or television broadcasts or any other media chosen by the Bank in its absolute discretion and the Customer shall be deemed to have received the same on the date of such publication or broadcast. 6.3 A written statement by an officer of the Bank confirming the posting of any Communications whatsoever by the Bank shall be binding and conclusive evidence of this fact against the Customer. 6.4 The Customer shall not hold the Bank liable in the event any Communications is delayed, intercepted, lost and/or failed to reach the Customer during delivery, transmission or despatch, or if the content in such Communications is disclosed to any third party during transit. 6.5 The Customer consents, to the extent permitted by the applicable laws, to the effecting of personal service of any document which is required by any prevailing legislation and/or subsidiary legislation to be personally served, by way of registered post to the last known address to the Customer in the Bank s records and also consents to such service being deemed as effective personal service two or seven business days to an address in Hong Kong or overseas respectively after such document was posted by registered post as aforesaid, even if it could not be delivered or was returned undelivered. 6.6 Any Communications addressed and sent, despatched or delivered by the Bank to any one person constituting the Customer shall be deemed to have been addressed and sent or delivered, as the case may be, to all the persons constituting the Customer. 6.7 The Bank shall not be liable for any delay, non-receipt, error or omission howsoever caused including breakdown in computer services or postal services, which may occur in the transmission of messages or in any of its communications made by means of electronic payments, telegraphic transfer, post, courier or other means. All Communications made by the Bank or the Customer shall be at the Customer s sole risk. 7. Account Statements/ Confirmation Advice 7.1 Statements of account or confirmation advices may be sent by the Bank to the Customer by ordinary post, or such other means as the Bank may from time to time determine upon notice to the Customer at monthly intervals or such other intervals as the Bank may from time to time determine. Subject to the Bank s discretion, no statement of account will be sent to the Customer if: (a) a record of transactions is provided; (b) there has been no transaction on the account since the last statement of account; or (c) there is no outstanding balance on the account since the last statement of account. 7.2 The Customer is under a duty: (a) to check all entries in the statement of account and/or confirmation advices; (b) to report promptly to the Bank any irregularities, discrepancies or omission, incorrect entries, errors, or unauthorized transactions or inaccuracies in the contents or entries therein; (c) to sign and return any confirmation slips, including those for auditing purpose; and (d) to promptly, within such time as the Bank may prescribe from time to time, notify the Bank in writing if he does not receive any statement or confirmation advice that is due to be sent to him. 7.3 If the Bank does not receive from the Customer a written objection within ninety (90) days of the date of such statement or confirmation advice: GT&C-01/ E - 7 -

10 (a) the Customer shall be deemed conclusively: (i) to have accepted, and shall be bound by, the validity, correctness and accuracy of the transaction(s)/ entries and the balance set out in the statement or confirmation advice; and (ii) to have ratified or confirmed each and every one of the transactions represented by the entries set out therein; (b) the statement or confirmation advice, as the case may be, shall as against the Customer be deemed conclusive evidence of the Customer s authorization to the Bank to effect the transaction(s) set out therein against the Customer; and (c) the Customer shall have no claim against the Bank however arising from, in connection with or as a result of any transaction referred to therein. 7.4 The Bank has the right to adjust the account to correct any erroneous or omission. The Bank may at any time rectify errors or omissions in any statement or confirmation advice and subject to Clause 7.3 above, any statement or confirmation advice so rectified shall be binding on the Customer. The Bank has the right to demand refund and/or debit any account of the Customer with the Bank for any overpayment into the account(s) arising from such errors or omissions. 8. Joint Account, Partnership Account, Corporate Account and Trust Account 8.1 Where the Customer consists of more than one person, all the persons comprising the Customer shall be jointly and severally bound by the Terms and to be jointly and severally liable for all agreements, obligations, powers, authorities and liabilities in connection with the Terms. 8.2 In the event of death of a joint account holder (except in the case of joint accounts designated as trust or executors accounts), the amount and all investments and assets standing to the credit of the joint account shall be held for the benefit and to the order of the survivor(s) (regardless of the terms of the account mandate). This is however subject to the rights of the Bank in respect of such funds or investments or assets arising out of any lien, charge, pledge, set-off or any other encumbrance or any claim or counterclaim, actual or contingent or otherwise, as well as to take such steps as it deems desirable (including making payment(s) into a court of competent jurisdiction) in relation to the credit balance. Any payment made by the Bank to such survivor(s) or to a court of competent jurisdiction shall constitute complete discharge of the Bank s obligations binding on all the account holders and their personal representatives and successors. 8.3 If the Bank receives actual notice that any person constituting the Customer has become bankrupt, insolvent, in liquidation, insane or otherwise mentally disabled, the Bank shall be entitled to freeze or suspend operations of the account(s) and refuse access to the funds therein, without liability to the Customer pending: (a) (b) (c) in case of bankruptcy of an individual Customer or any one of the joint account holders, the appointment of the bankrupt s trustee; in case of insanity or mental disability of an individual Customer or any one of the joint account holders, the appointment of a committee of the person and estate of the insane or mentally disabled Customer; in case of winding up of the Customer, the appointment of the liquidator. 8.4 Where the account mandate provides for the operation of the account(s) by all the account holders jointly, then if any one of the joint account holders becomes bankrupt or insolvent, the account(s) can be operated or closed only by the joint signatures of the trustee in bankruptcy of the bankrupt joint account holder and the other joint account holder(s) jointly. 8.5 The Bank is authorized to credit joint accounts with funds belonging to or purporting to belong to any one or more joint account holders. Upon termination of a joint account, the Bank shall have the right to apply any amount remaining in the joint account towards discharging any debt incurred on the joint account whether due or not. The Bank shall have the right to refund such amount or any balance thereof after such application by drawing a bank cheque in favour of all the joint account holders (regardless of the identity of the person(s) who are entitled to the funds). 8.6 If the Customer is a partnership firm or a sole-proprietorship, the following provisions shall apply (where applicable): GT&C-01/ E (a) upon any change of the firm s constitution for any reason whatsoever (including without limitation by death, resignation, replacement, addition, bankruptcy or otherwise of a partner), the Bank may, in the absence of written - 8 -

11 notice to the contrary, treat the remaining / new partner(s) as having full power to carry on the business of the firm and to deal with the account as if there had been no change in the firm s constitution. (b) notwithstanding any change in the firm s constitution (as described in Clause 8.6(a) above) or name, or modification/ termination of any power of any partner, the Terms shall bind all partners jointly and severally; or (c) notwithstanding any change in the trading name of the sole-proprietorship or partnership, the Terms shall be binding on the sole proprietor or the partners. 8.7 The Bank is not obliged to recognize any person other than the Customer as having any interest in the account. If the Bank opens the account in the Customer s name in trust or as nominee or using some similar designation, whether or not for a specific third party, the Bank may accept cheques and other payment orders and other instructions relating to the Customer only and will not be required to obtain any consent from or see to the execution of any trust for any person. 9. Fees and Charges and Right to Debit 9.1 The Bank may impose from time to time such service charge, fee and commission at its prevailing prescribed rate for any accounts maintained with or any services provided by the Bank. The rates of the service charge, fee and commission are set out in the Schedule of Fees and Charges of the Bank from time to time. The Bank may revise any fees and charges applicable to any of the accounts and services being utilized by the Customer by giving such prior notice to the Customer as may be required by the applicable code of practice from time to time. 9.2 All bank charges, commission, administrative charges, interest and fees of any nature (including without limitation any postage, telecommunication, cheque-related charges), that may be levied by the Bank, any banks, financial institutions, non-financial institutions, agents or contracts in connection with any transaction or instruction on the account(s), performance of any obligation or provision of any of the services, shall be borne by the Customer. 9.3 The Customer agrees to be responsible for all charges incurred in accessing the account through or otherwise using any of the services (including but not limited to any telephone charges and internet service provider s charges). 9.4 The Customer agrees to bear all administrative charges imposed by the Bank and all costs and expenses (including legal costs) incurred by the Bank for handling garnishee orders, injunctions or other court orders / proceedings relating to any account or money therein. 9.5 Any payment by the Customer under the Terms shall be made free and clear of and without any deduction or withholding in respect of any tax or levy. If the Customer is required by any applicable law to effect such deductions or withholdings, then the amount due and payable to the Bank shall be increased by such amount as shall result in the Bank receiving an amount equal to the amount the Bank should be received in the absence of such deduction or withholding. 9.6 The Customer authorizes the Bank to debit the account at any time with interest for all amounts due and payable to the Bank or recoverable from the Customer without prejudice to the rights and remedies of the Bank against the Customer or any third party and notwithstanding that the Customer may incur any loss in interest earnings or a reduction in the original principal amount due to bank charges and/ or adverse exchange rate movements. 9.7 The Bank may include its fees or charges in the price or rate for the investment quoted by the Bank to the Customer. The Customer consents to the Bank s acceptance of rebates, fees, soft dollars or other benefits from any person in connection with transactions effected by the Bank for the account of the Customer. 9.8 The Customer shall pay to the Bank all payments due in the currency in which they are due to such accounts as the Bank may notify the Customer. 10. Indebtedness and Certificate of Indebtedness 10.1 The Customer shall pay interest at such rate(s) as the Bank may from time to time determine in its sole discretion on all charges and other sums due and owing to the Bank and on any losses or expenses suffered or incurred by the Bank as a result of the Bank having to take any action whatsoever to safeguard its position hereunder. Such interest is calculated on such basis as the Bank may determine and shall be added to the sums then owing to the Bank and shall bear interest accordingly until all sums owing to the Bank and the interest thereon are fully repaid, both before as well as after judgment. GT&C-01/ E - 9 -

12 10.2 A certificate issued by the Bank stating the amount due and payable by the Customer to the Bank, interest rates and exchange rates at any particular time shall be final and conclusive for all purposes including for the purposes of legal proceedings The Bank may commission a debt collection agency to collect any overdue amount owed by the Customer to the Bank. The Customer shall indemnify the Bank for all costs and expenses incurred in connection with the same. 11. Right of Lien, Set-Off and Combination of Accounts 11.1 Without prejudice to the rights which the Bank may be entitled in law, the Bank shall be entitled (but shall not be obliged) at any time without prior notice, to combine or consolidate all or any account(s) of the Customer or of any one or more of the account holders of the Customer whether singly or jointly with any other person(s) and/ or under whatever style, name or form (which include trade name of sole-proprietorships), and to set-off any credit balances, whether matured or not, in any one or more such accounts wherever situate including those in overseas branches, against any liabilities of the Customer or of any one or more of account holders on any account or in any respect whatsoever under whatever style, name or form, whether such liabilities be present or future, actual or contingent, primary or collateral, several or joint. Further, insofar as any liability of the Customer to the Bank are contingent or future, the Bank s liability to the Customer to make payment of any sums standing to the credit of any of the Customers accounts shall to the extent necessary to cover such liabilities be suspended until the happening of the contingency or future event. The Bank shall be entitled to exercise the rights conferred under this Clause to the Bank if the Customer defaults in discharging any of the Customer s liabilities to the Bank or if any term herein is breached or threatened to be breached by the Customer for whatever reason. The Bank will inform the Customer promptly after exercising any right conferred herein At any time after the Customer has any outstanding liability, whether actual or contingent, present or future, joint or several, direct or indirect, of whatever nature to the Bank, the following will apply: (a) the Customer hereby charges and assigns and agrees to so charge and assign in favour of the Bank by way of a first fixed charge all the Customer s investments and assets (including but not limited to all the Customer s securities, unit trusts, mutual funds and other interest in collective investment schemes) held by the Bank or its nominee for the account(s) as a continuing security for the Customer s said outstanding liabilities. In the case where the Customer is/are individual(s), the Customer hereby charges and assigns in favour of the Bank and agrees to so charge and assign by way of: (i) a first fixed charge all the Customer s right title and interest in the credit balance of all the account(s) (other than the Customer s current accounts) and all the Customer s right to receive interest, dividends and other benefits derived from any investment and assets held by the Bank or its nominee for the account(s); and (ii) a floating charge all the Customer s right title and interest in the credit balance of all the Customer s current accounts with the Bank, as a continuing security for the Customer s said outstanding liabilities. (b) The security hereby created shall not be affected by any intermediate settlement of the account(s) or the Customer s withdrawal of funds from the account(s) or the said investments or assets (including but not limited to all the Customer s securities, unit trusts, mutual funds and other interest in collective investment schemes) or the application of the funds therein or the said investments or assets by the Bank. The security hereby created is also in addition to and without prejudice to and shall not merge with any other guarantees, liens, or other securities held by the Bank, and shall be without prejudice to any lien, right of set-off or any other rights or remedies which the Bank may have by law or otherwise. (c) The Customer hereby irrevocably appoints the Bank to be the Customer s attorney with full power and authority in the Customer s place and stead and in the Customer s name or otherwise, from time to time in the Bank's absolute discretion to take any action and execute and seal any instrument which the Bank deems necessary or advisable to accomplish the purpose hereof. (d) The Customer shall not, without the prior consent of the Bank, withdraw any funds from the account(s) or any investment or assets (including but not limited to all the Customer s securities, unit trusts, mutual funds and other interest in collective investment schemes) held by the Bank or its nominee for the account(s), including any interest, dividend or other benefit derived from the aforesaid The Customer shall not, without the prior written consent of the Bank, assign or create any charge, mortgage, third party interest or encumbrance over any right title or interest in any of the account(s) or any investment or assets (including but GT&C-01/ E

13 not limited to all the Customer s securities, unit trusts, mutual funds and other interest in collective investment schemes) held by the Bank or its nominee for the account(s) in favour of any third party The Bank shall also 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 public auction, private treaty or tender 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 between the Bank and the Customer after first deducting all costs and expenses. 12. Availability/ Variation 12.1 The Bank may from time to time without prior notice determine or vary the frequency or manner of the use of any account of the Customer and/or service offered by the Bank to the Customer; including but not limited to the transaction types, withdrawal or transaction limits, services, features, products and facilities available through or under the account and/or service. 13. Closure/ Termination of Account and Service 13.1 Unless otherwise provided herein, the Bank may at any time and without giving any reason therefor: (a) close the account; (b) terminate, withdraw or revoke any service, in whole or in part; and/ or (c) block or suspend any account (and later remove the block or suspension) or withhold any amounts in any account, in each case for such duration as the Bank deems fit. To the extent practicable and permitted by Applicable Laws, the Bank will give reasonable prior notice to the Customer (normally not less than 14 days in advance). Not withstanding the foregoing, under exceptional circumstances, no prior notice to the Customer is required. Such exceptional circumstances may include, without limitation, where the account or service is being used for criminal activities or is not maintained in a manner satisfactory to the Bank or if the Bank is required by Applicable Laws to do so, or if the Bank needs to comply with internal policies (which will be notified to the Customer in advance) or with any applicable order or sanction of an Authority. The Customer shall not hold the Bank responsible for any loss or damage suffered thereby. For the purpose of this Clause, Authority includes, without limitation, legal, regulatory, governmental, law enforcement, tax or other bodies, agencies, departments or authorities or self-regulatory or industry bodies (whether in Hong Kong or elsewhere) Upon closure of any of the accounts or termination of any of the services: (a) all amounts payable by the Customer in connection with the relevant account will become due immediately; (b) all outstanding instruction in relation to the relevant account and service will be deemed to have been cancelled by the Customer; (c) any payment obligation by the Bank to the Customer after closure of the account or termination of any of the services shall be deemed good and sufficiently discharged if paid to the Customer in cash, draft or cashier s order or in such other manner as the Bank deems fit; (d) interest will not accrue on any account unless the Bank specifically agrees, on any unclaimed balance on a closed or dormant account; (e) the Customer shall immediately return the properties belonging to the Bank (including without limitation unused cheque form(s) relating to the closed accounts or terminated services) to the Bank. (f) the Bank may discharge its liability to the Customer for any money for credit balance in the closed account or terminated services by returning the monies or share certificates to the Customer in such manner as the Bank may deem fit, which includes sending a cheque or draft or share certificates by ordinary post to the last known address of the Customer in the Bank s record, at the Customer s own risk; and GT&C-01/ E