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Terms and conditions

Last updated: July 19, 2024

General Terms and Conditions

The following terms and conditions shall govern business relations between Capital Security Bank Limited and/or Capital Security Bank Cook Islands Limited (the “Bank”), the parties who have provided the specimen signatures submitted by the Account Holder to the Bank in writing (the “Account Signatories”), and the holder(s) of the account as named on the account application form (the “Account Holder”):

1. Power of attorney and specimen signatures

The specimen signatures submitted by the Account Holder to the Bank in writing shall be valid until revoked by specific written notification to the Bank, irrespective of any public notification.

The Account Holder shall be liable for any damage resulting from failure to recognize identification deficiencies and forgeries, provided that the Bank and its staff are not guilty of gross negligence.

2. Lack of capacity to act

The Account Holder shall be liable for any damage resulting from lack of capacity to act on its own part or by third parties authorized to represent the Account Holder vis-à-vis the Bank, unless the Bank has been notified in writing of the said lack of capacity.

3. Notifications by the Bank to the Account Holder

The Bank’s correspondence, documents, securities and the like, shall be deemed to have been delivered if sent to the last physical or electronic address given by the Account Holder to the Bank.

The copies and dispatch lists in the possession of the Bank shall constitute proof of dispatch and of the time thereof.

Correspondence, documents, securities and the like, which cannot be delivered, shall be treated in the same way as mail kept by the Bank pursuant to Paragraph 4 below.

4. Correspondence held by the Bank

By default, all correspondence, including account statements, is delivered via the Electronic Portal and/or other electronic means, unless alternate arrangements are agreed between the Account Holder and the Bank. If the Account Holder elects the Bank as domicile for delivery of notices sent to it, it expressly acknowledges all notices received for it at the Bank to have been duly delivered to it one day after the date indicated on them. Notwithstanding the Account Holder’s instructions, the Bank shall be entitled to deliver mail to the Account Holder if the Bank believes this is necessary in order to safeguard its interests. Notices held at the Bank shall be equated in every respect with notices which are dispatched. The Account Holder shall be solely responsible for monitoring notices delivered to it by delivery to the Bank. The Bank shall not be liable for any damage which the Account Holder may suffer either as a result of notices for the Account Holder being kept by the Bank on the Account Holders instructions or from the Bank. The Bank shall be entitled to destroy mail kept for the Account Holder at the Bank after a period of six years following closure of the account. This provision shall also apply to the delivery of documents for the Account Holder from third parties.

5. Use of information

The Bank will generally not disclose the Account Holder’s account details to third parties without the Account Holder’s prior permission, except that nothing shall prevent or restrict the Bank from disclosing customer information to: (a) its service providers, (b) its accountants and professional advisors; (c) any applicable regulatory authority having jurisdiction over it; (d) its affiliates, or (e) anyone authorised by law or a court order.

The Account Holder and the Account Signatories, by completing an application to open an account with the Bank, provide their written consent to the Bank’s disclosure of certain information on the account for the purposes of the Banking Act 2011 (as amended).

6. Transmission risk

The Bank is not obliged to accept the Account Holder’s instructions that are received by telephone, facsimile, e-mail, or post. Even if the Bank has agreed to accept instructions sent by telephone, facsimile, e-mail, or post, the Bank may still refuse to accept such instructions if it believes they have not been given by the Account Holder or an Authorised Signatory.

If the Bank does accept instructions by telephone, facsimile, e-mail, or post, the Account Holder agrees:

  • (a) that enquiries may only be made about accounts by an Authorised Signatory;
  • (b)that the Bank does not have to identify the person giving the instructions;
  • (c) that the Bank shall have no liability for any losses or costs suffered by the Account Holder as a result of the Bank acting on the instructions received;
  • (d) to pay any losses or costs the Bank incurs as a result of the Bank acting on the instructions received; and
  • (e) to promptly notify the Bank of any unauthorised transaction(s) in accordance with the Bank’s current procedures.

7. Inadequate execution of instructions

In the event of non-execution or inadequate execution of instructions, the Bank shall only be liable in the case of proven intentional misconduct.

Where funds are held on term deposit or certificate of deposit, the Bank requires not less than four clear working days’ notice prior to the expiration of that term if the funds, or any part thereof, are to be withdrawn from the account or placed on call. A penalty fee may be payable. If no instruction is received, the deposit shall be rolled over automatically for a further term of the same duration as the last term, and shall carry the interest rate applicable at that time for deposits of that amount for that term.

8. Tacit approval and objections of the Account Holder

Objections by the Account Holder to the execution of instructions of any kind or with regard to other notices must be made immediately after delivery of the relevant notice in accordance with Paragraphs 3 and 4 above or, where the Bank stipulates a relevant period for such purpose, within that period.

Irrespective of acknowledgement, advice of execution by the Bank constitutes proof of the instructions received, unless objection is raised immediately upon receipt of the advice.

If advice is not received, any objection must be made as soon as the advice would have been received by the person to whom such advice would in the normal course be given.

9. Lien and right to set-off

The Bank shall have a lien on all assets which it holds in its own premises or elsewhere on behalf of the Account Holder in the normal course of business or for other reasons, and the right to set off all the claims it may have against the Account Holder, even if such claims are not yet due.

So far as securities are not bearer instruments, they shall simultaneously be assigned as pledges in accordance with Cook Islands law.

The Bank shall be entitled to realize the pledged assets by way of compulsory or private auction at its discretion if the Account Holder does not meet the Account Holder’s commitments vis-à-vis the Bank on the due date.

In the event that the Bank must take action against the Account Holder to enforce its rights and/or the Account Holder’s obligations, including, without limitation, turning the account over to a collection agency or a lawyer for collection, the Account Holder shall be liable for all of the costs and expenses incurred by the Bank in connection with such action.

10. Account transactions

Payments in respect of the agreed or usual interest, commissions, fees, expenses and taxes shall be credited or debited monthly, quarterly, half-yearly or yearly, at the discretion of the Bank.

The Bank reserves the right to adjust its interest rates, commissions and fees at any time, and to inform the Account Holder of such action by circular letter, by posting of a notice on its website, or by another appropriate means.

All the accounts held by the Account Holder at the Bank shall, irrespective of designation and currency, constitute a single current account. The Bank shall be entitled to set off the various accounts against one another in respect of interest payments and balances, but it is free to treat each individual balance as an independent account.

Should the account show a debit balance, this shall be considered as an acknowledged debt of the Account Holder vis-à-vis the Bank, even if the account continues to be operated. If the Account Holder has given the Bank a number of instructions, the total amount of which exceeds the funds available in the Account Holder’s account or the credit limit granted to the Account Holder, the Bank shall be entitled to decide at its own discretion which instructions are to be executed in part or in full, without regard to the date of those instructions or the order in which they were received by the Bank.

Incoming payments for the Account Holder’s account shall be credited in the currency received, provided the correct inward payment instructions have been used. The Bank shall not be liable for any damage, loss, costs or expenses whatsoever to, or of, the Account Holder, at any time, from incorrect payment instructions being used.

11. Call Accounts, Fixed Deposits and Fiduciary Deposits

Any balances in currencies other than United States Dollars (“Foreign Currency”) in favour of the Account Holder shall be held with correspondent banks inside or outside the relevant currency area in the name of the Bank. The Account Holder shall bear all the consequences of legal/official regulations and restrictions, as well as any taxes and duties which may be levied in the countries in which any funds, stocks, shares, bonds, mutual funds, notes, short-term money instruments, commercial papers, foreign exchange contracts, precious metals or derivatives are held or have been issued or fall under such countries’ respective jurisdictions.

If the Account Holder has combined balances held on call, as fixed deposits, or both (“Deposit Balance”) which exceed USD 5,000,000 or its equivalent in Foreign Currency (“Deposit Balance Threshold”), the funds in excess of the Deposit Balance Threshold will be held as fiduciary deposits with correspondent banks in the name of the Bank but for the account and at the risk of the Account Holder. Where the Account Holder’s Deposit Balance is greater than the Deposit Balance Threshold:

  • (a) The Account Holder hereby instructs and authorises the Bank to act as agent to use funds held by the Account Holder at the Bank which exceed the Deposit Balance Threshold to make fiduciary deposits in its own name but for the account and at the risk of the Account Holder, and expressly agrees that the Bank does not hold such investments as custodian or trustee or in any other fiduciary capacity.
  • (b) The Bank’s sole obligation in respect of such fiduciary deposits shall be to account to the Account Holder for the proceeds thereof. This obligation shall comprise a reporting obligation of the Bank to the Account Holder of an amount equivalent to the value of such fiduciary deposits and any accrued interest deriving therefrom, as shall be actually received by the Bank. Capital and interest shall be credited to the Account Holder’s account at the Bank only once the relevant amounts have been duly received by the Bank.
  • (c) The Bank shall be entitled to select any bank for such fiduciary deposits that it deems appropriate. The Account Holder shall be entitled to select the fiduciary deposit currency, amount and term (including any deposit renewals, extensions, increases or reductions), and shall issue specific instructions in accordance with section 7 of these General Terms and Conditions regarding such matters in each case. Where the Account Holder fails to provide instructions, or provides inadequate or late instructions, the Bank may select the fiduciary deposit currency, amount and term at its discretion for the account and at the risk of the Account Holder.
  • (d) The Bank shall not make any recommendations in relation to such fiduciary deposits. No advice shall be given in respect of specific instructions issued by the Account Holder, and the Account Holder agrees to waive any claim to any putative or implied advice.
  • (e) The sum invested shall be subject to all applicable legal/official regulations and restrictions, as well as any taxes and duties which may be levied in the countries in which any such fiduciary deposits are held or have been issued.
  • (f) If the depositary bank fails to meet its obligations either in whole or in part, the Bank shall only be obliged to assign to the Account Holder any outstanding claims held on the Account Holder's behalf.
  • (g) All risks of such fiduciary deposits (including, without limitation, revaluations, exchange risks, tax deductions, insolvency of the destination depositary institution, foreign regulations, restrictions on foreign investment, war, and other events of force majeure or acts of God) shall be borne exclusively by the Account Holder, save for any losses arising from the Bank’s own insolvency or intentional misconduct. The Account Holder acknowledges that the Bank assumes no liability or responsibility for any decisions left to its discretion, and undertakes to indemnify the Bank against all claims that arise as a result of the Bank acting for the Account Holder, to hold the Bank harmless and free of all litigation, and to impose these same obligations on its legal successors. The Bank's liability shall be limited to acts involving intentional misconduct or gross negligence.
  • (h) The Account Holder shall pay the Bank an upfront commission for providing this service, in accordance with the rates stipulated by the Bank from time to time in the Bank’s Fee Schedule. The Bank is not required to reverse or credit back any part of this commission to the Account Holder in the event the Account Holder requests the withdrawal of a fiduciary deposit before expiry of the agreed term.

12. Payments

The Bank may fulfil its commitments to the Account Holder in respect of Foreign Currency at any time by issuing cheques or orders drawn on correspondent banks, or by assigning parts of its Foreign Currency claim.

13. Bills of exchange, cheques and similar instruments

Covering funds for drawings on accounts with the Bank must be available at the Bank at least two business days prior to the draw date.

Insofar as the Bank is called upon to deal with bills and cheques drawn on foreign drawees within the periods of limitation in force in the countries concerned, the Account Holder shall be liable for any damage resulting therefrom.

The Bank shall be entitled to re-debit discounted or credited bills of exchange, cheques and other paper if these items are not paid. Pending the settlement of any outstanding debit balances, however, the Bank shall retain a claim to payment of the total amount of the instrument plus related claims against any party liable under the instrument, whether such claims emanate from the instrument or exist for any other legal reasons.

14. Termination of business relations

The Bank shall have the right to terminate existing business relations with immediate effect at any time it sees fit to do so, as well as to cancel credit facilities which have been promised or are in use, and to call for repayment of all outstanding balances, which shall immediately become due and payable without further notice.

15. Minimum balance requirements

The minimum balance required to maintain an account with the Bank is USD 250,000 or its equivalent in other currencies (the “Minimum Required Balance”). Where at any time the balance of the account is less than the Minimum Required Balance, the Bank may close the account and/or charge a fee in accordance with the Bank’s Fee Schedule and/or place a hold on the account so that the Account Holder cannot undertake any further transactions other than instructions for the closure of account, until sufficient funds are deposited into the account to maintain the Minimum Required Balance.

16. Minimum initial deposit and initial funding timeframe

The Account Holder must deposit a minimum initial deposit (the “Required Deposit”) that will be sufficient to meet the Minimum Required Balance plus any fees that will be charged for the opening and ongoing administration of the account for at least one year.

Where the Bank approves the opening of an account but the Account Holder has not made the Required Deposit within 10 business days of approval, that approval will lapse and the account application shall be deemed to have been withdrawn. The application will not be reactivated, and a new application will need to be made. The Bank’s approval of an earlier application does not imply, nor shall it be construed as implying, that any subsequent application by that Account Holder will be approved.

17. Treatment of Saturday and Sunday as a public holiday

Saturday and Sunday shall be treated as equivalent to official public holidays in the Cook Islands as far as all business transactions with the Bank are concerned.

18. Fees and Commissions

The Bank’s fees shall be payable in accordance with the Bank’s Fee Schedule. The Account Holder authorises the Bank to deduct its fees from the account as they fall due for payment.

19. Applicable law and place of jurisdiction

All legal relations between the Account Holder and the Bank shall be governed by Cook Islands law. The place of performance and the sole place of jurisdiction for all legal proceedings, as well as the place for prosecution for debt in the case of Account Holders with foreign domicile, shall be the place of the office of the Bank with which the business relationship exists.

The Bank, however, shall have the right to bring legal proceedings against the Account Holder at the place of residence of the Account Holder or any of the Account Signatories, or before any other competent court or authority.

20. Indemnification

To the fullest extent permitted by law, the Account Holder shall, upon demand pay, indemnify and defend against, and hold harmless the Bank (for itself and on trust and as agent for the benefit of the other Indemnified Persons mentioned below), its successors and assignees, and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (collectively, the “Indemnified Persons”) from:

  • (a) any and all claims, liabilities, demands, suits, actions, investigations, proceedings and damages, and all reasonable legal fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether a suit is brought), at any time asserted, imposed upon, or incurred by any of them in connection with, as a result of, or related to, the administration, enforcement and performance of the Account Holder’s account and obligations thereunder;
  • (b) the use of the services provided by the Bank (the “Services”), including access to the Electronic Portal, any material downloaded from the Electronic Portal, or any e-mails or attachments sent to the Account Holder’s address by the Bank, except as a result of actual fraud or wilful default of the relevant Indemnified Person (where “actual fraud” and “wilful default” mean a finding to such effect by a competent court in relation to the conduct of the relevant party); and/or
  • (c) any transactions in relation to an investment made by the Bank on behalf of an Account Holder, except for such losses as may arise from the Bank’s own intentional misconduct.

This indemnity shall expressly ensure to the benefit of any such person existing or future.

To the fullest extent permitted by law, the Bank shall not be liable for any damages, losses, costs or expenses to, or of, the Account Holder at any time, from any cause whatsoever, unless caused by the Bank’s own actual fraud or wilful default. Without limitation to the foregoing, the Bank shall not be liable for any direct, indirect, special, incidental or consequential damages arising in connection with the use of the Services, access to the Bank’s Electronic Portal, any material downloaded from the Bank’s Electronic Portal, or any e-mails or attachments sent to the Account Holder’s address, or any losses or expenses arising in connection with any of the above, or any failure of performance, error, omission, termination, interruption, defect or delay in the operation or transmission of the Services or the Bank’s Electronic Portal. In any event, the Bank’s liability shall not be more than the value of the Account Holder’s account at the time the Bank’s purported liability arose.

The provisions of this clause shall continue to apply notwithstanding the termination of the business relation between the Account Holder and the Bank.

21. Disruption events

For the purposes of this clause a “Disruption Event” means either or both of:

  • (a) a material disruption to those payment or communications systems or third party services which are required to operate in order for payments to be made in connection with the Account Holder’s account(s), or otherwise in order for any instructions or transactions whatsoever to be carried out; and/or
  • (b) the occurrence of any other event, including pursuant to a contract or at law, which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of the Bank, preventing the Bank from:
    • effectuating payments;
    • communicating with the Account Holder; and/or
    • carrying out any instructions or transactions.

If the Bank determines, in its sole discretion, that a Disruption Event has occurred:

  • (c) the Bank may consult with the Account Holder with a view to agreeing with the Account Holder such changes to the operations of administration of the account(s) as the Bank may deem necessary or appropriate in the circumstances;
  • (d) the Bank shall not be obliged to consult with the Account Holder in relation to any changes mentioned in paragraph (d) immediately above and, in any event, shall have no obligation to agree to such changes, and may solely determine and notify the Account Holder of such changes to the operations of administration of the account(s) as the Bank may deem necessary or appropriate in the circumstances;
  • (e) any such changes agreed upon by the Bank and the Account Holder under paragraph (c) or determined by the Bank under paragraph (d) immediately above shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Account Holder as an amendment to (or, as the case may be, waiver of) these General Terms and Conditions and any agreement(s) between the Bank and the Account Holder, as applicable and as the case may be; and
  • (f) the Bank shall not be liable for any damages, costs or losses whatsoever (including, without limitation, for negligence, gross negligence or any other category of liability whatsoever, but excluding any claim based on the fraud of the Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause.

22. Call timeframes defined

Funds placed with the Bank ‘on call’ shall be available to the Account Holder within three business days.

23. Changes to Account Holder information

The Account Holder expressly, irrevocably and unconditionally undertakes to immediately notify the Bank in writing of any changes to the information contained in the account opening documents, and acknowledges, affirms and agrees that any failure to do so shall constitute a material breach of these present General Terms and Conditions.

24. Amendments to these General Terms and Conditions

The Bank reserves the right to amend these present General Terms and Conditions and any additional terms for specific account types (the “Additional Terms”) at any time. The Account Holder shall be informed of amendments by circular letter, by posting of a notice on the Bank’s website, or by another appropriate means. Use of the Bank’s Services shall constitute acceptance of any and all such amendments to these present General Terms and Conditions and, insofar as applicable, the Additional Terms, for which notice has been given in accordance with this clause.

25. Cook Islands domestic clients

For such period as the Account Holder is a resident of the Cook Islands, the Account Holder’s account shall be with Capital Security Bank Cook Islands Limited, and all references in the account opening documents to “Capital Security Bank Limited” and/or the “Bank” shall be deemed to refer to Capital Security Bank Cook Islands Limited.

26. Integration

These present General Terms and Conditions, any Additional Terms for specific account types (insofar as applicable), and any further special stipulations issued by the Bank for special types of business, together with any supplementary agreements entered into by the Bank and the Account Holder, in each case as amended from time to time, shall constitute the entire agreement between the Account Holder and the Bank from time to time, and shall supersede and extinguish all prior agreements, covenants, promises and/or understandings between them.

Electronic Portal – Additional Terms

These Additional Terms govern the use of the Bank’s Electronic Portal, which can be used by Account Holders to access their details maintained by the Bank (“Account Details”), instruct transactions, and communicate with officers of the Bank. By accessing the Electronic Portal, the Account Holder agrees to be bound by the terms of use set out below:

1. The Service to be provided

The Bank’s Electronic Portal is provided to the Account Holder for the sole purpose of enabling the Account Holder to access Account Details, view balances and transactions across any and all types of accounts, instruct transfers, withdrawals and/or payments, buy or sell investments on the Investment Account, transact on the Trading Account and/or the Precious Metals Account, and communicate with the Bank’s officers (individually and collectively, the “Service”). All such instructions and/or transactions shall be performed and/or executed in accordance with the Bank’s General Terms and Conditions set out hereinabove.

2. Access

The Bank grants to the Account Holder a limited, non-exclusive, and revocable right to the Service. The Account Holder and all persons authorised by the Account Holder to access the Service (the “Authorised Users”) will be given access to the Service using such websites and URLs as may be designated by the Bank from time to time (individually and collectively, the “Website”).

A username and password will be issued by the Bank to each Authorised User. The Bank shall retain all property rights to such usernames and passwords and may change or revoke any Authorised User’s username and password for any reason whatsoever.

It is the Account Holder’s sole responsibility to keep its username and password secret and confidential, and to ensure that all relevant Authorised Users so keep their usernames and passwords secret and confidential.

The Account Holder acknowledges and agrees that each person who accesses the Service using the Account Holder’s or any relevant Authorised User’s username and password will be given full access to the Service, regardless of whether that person is the Account Holder or an Authorised User. The Bank shall be under no obligation to verify the identity and/or authority of a person accessing the Service using the Account Holder’s or any relevant Authorised User’s username and password.

The Account Holder bears all risks arising from access being granted to the Service using its, or any relevant Authorised User’s, username and password, and from the use, misuse or disclosure of the Account Holder’s or any relevant Authorised User’s username and password. The Account Holder expressly undertakes to notify the Bank immediately if: (i) its, or any relevant Authorised User’s, username and/or password is disclosed to any person who is not the Account Holder or a relevant Authorised User; (ii) an Authorised User ceases to be so authorised by the Account Holder; and/or (iii) the Account Holder becomes aware of any unauthorised access to the Service (each of the aforedescribed a “Security Breach”). The notice to be provided by the Account Holder pursuant to this clause must be in writing, in accordance with the Bank’s unauthorised transaction procedures, and must include details of any action requested of the Bank by the Account Holder to address or rectify the Security Breach, including a request to terminate or suspend the Service or to change a relevant Authorised User’s username and/or password.

The Account Holder acknowledges and agrees that the Service can only be terminated, suspended, limited or blocked during the Bank’s office hours and that, notwithstanding any request made by it pursuant to this clause, the Account Holder shall bear all risks arising as a result of access to the Service during such period as may be required by the Bank to terminate, suspend, limit or block the Service.

The Bank reserves the right to terminate, suspend, limit or block access to the Service for any reason whatsoever and without prior notice. The Account Holder acknowledges and agrees that access to the Service may be interrupted or unavailable from time to time, and that the Bank may interrupt the Service for any reason whatsoever. The Bank will not be liable for any interruption to, or unavailability of, the Service for any reason whatsoever.

3. Data protection and security

The Account Holder is solely responsible for obtaining and maintaining all hardware, software, telecommunication links and internet services required to use the Service.

The Account Holder shall bear all risks (including, without limitation, risks of damage to the Account Holder’s hardware, software, telecommunication links, internet services, networks and information systems) arising out of its, or any relevant Authorised User’s, use of the Service, access to the Website, any material downloaded from the Website or any e-mails or attachments sent to the Account Holder’s or any relevant Authorised User’s address, and acknowledges and agrees that there is a risk that a computer virus could contaminate the Account Holder’s or any relevant Authorised User’s information systems and hardware, and/or that unauthorised persons could gain access to the Account Holder’s or any relevant Authorised User’s information systems and hardware as a result of their use of the Service, access to the Website, any material downloaded from the Website, and/or any e-mails or attachments sent to their respective addresses. The Account Holder and each relevant Authorised User shall take all necessary security precautions to protect themselves against such risks to their information systems and hardware, including, without limitation, the use of virus protection software and the proper disposal or updating of obsolete hardware.

The Bank does not warrant that that the use of the Service, access to the Website, any material downloaded from the Website, or any e-mails or attachments sent to the Account Holder’s or any relevant Authorised User’s address will not cause damage to any property including, without limitation, loss of data, errors, or malfunctions, in any of their information systems or hardware.

4. Accuracy

The Account Holder acknowledges and agrees that no representation or warranty is made by the Bank as to the accuracy, reliability, timeliness or completeness of the Account Holder’s Account Details as disclosed while using the Service.

Without limitation to the above, the Account Holder acknowledges and agrees that the Service may not include real time information about the Account Holder’s Account Details, and that there may be delays in the processing of transactions affecting the Account Details. The Account Holder further acknowledges and agrees that, although the Bank conducts regular reconciliations of the Account Details against its internal records, the Account Holder’s Account Details as disclosed while using the Service may be subject to such reconciliations, and may therefore be subject to change.

The Service is provided on an “as is” basis, and the Bank hereby expressly excludes, to the fullest extent permitted by law, all representations and warranties of any kind (expressed, implied or statutory) that are not expressly set out in these present Additional Terms including, without limitation, any and all representations or warranties as to fitness of purpose, merchantability, non-infringement of third party rights, title, and/or freedom from any computer virus.

5. Applicable laws

The Account Holder and each relevant Authorised User must satisfy themselves that the use of the Service and access to the Website complies with all applicable laws and regulations including, without limitation, investment or sales restrictions and tax laws. The Bank shall not be liable for any breach by the Account Holder or any relevant Authorised User of any laws, regulations or rules that may be applicable thereto or to which they may be subject.

Trading Account – Additional Terms

It is agreed between the Account Holder and the Bank that the following terms shall apply to each Trading Account:

1. Account opening

The Account Holder expressly, irrevocably and unconditionally acknowledges, agrees and affirms that it has read and understood all of the relevant account opening forms and these present Additional Terms, and has procured sufficient professional advice for such purposes including, but not limited to, legal, regulatory, accounting and tax advice in relation to each Trading Account.

2. Trading Account

Where funds are held in a Trading Account, the Bank shall invest such funds with institutions(s), including banks, custodians and clearing brokers (collectively and individually the “destination financial institution”), and in such instruments as it is directed to invest in by the Account Holder, which may include listed equities (including stocks, shares and depositary receipts), debentures (including sovereign and corporate bills, notes, bonds, and commercial paper), mutual funds, exchange-traded funds, money-market instruments, foreign exchange contracts, term deposits, fiduciary deposits, precious metals, listed futures, options and certificates, and any other generally acceptable investment instrument.

3. Bank obligations

All funds shall be invested in the name of the Bank. It is expressly agreed that the Bank does not hold such investments as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such investments shall be to account to the Account Holder for the proceeds thereof. This obligation shall comprise a reporting obligation of the Bank to the Account Holder of an amount equivalent to the value of such investments and any accrued capital gain and/or income deriving therefrom, as shall be actually received by the Bank. Capital and income shall be credited to the account only once the relevant amounts have been received by the Bank.

4. Risks

All risks of such investment (including, without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination financial institution, foreign regulations, restrictions on foreign investment, war and acts of God) shall be borne exclusively by the Account Holder, save for any losses arising from the Bank’s own insolvency or intentional misconduct.

5. Account Management

The Bank may, with or without the prior agreement of the Account Holder, exercise shareholder rights, roll over term and fiduciary deposits, and realize investments to cover outstanding debts, fees, and commissions payable, or to otherwise reduce the exposure of the Bank; all without being under any obligation to do so. In particular, the Account Holder agrees that the Bank shall have no responsibility if it does not exercise the powers granted herein.

6. Destination financial institution terms included

The terms and conditions agreed to between the Bank and the destination financial institution attaching to such investments shall apply to these Additional Terms mutatis mutandis except to the extent of any conflict, in which case these present Additional Terms and the Bank’s General Terms and Conditions (collectively, the “Agreement”) shall prevail. In the event of any conflict between the General Terms and Conditions and these Additional Terms, the Additional Terms shall prevail.

7. Warranties

In connection with the Account Holder’s acceptance of the Trading Account services offered by the Bank, the Account Holder represents and warrants that:

  • (a) the Account Holder possesses the legal authority to enter into this Agreement and to use the Bank’s services in accordance with all of the terms and conditions contained in this Agreement;
  • (b) all information provided by the Account Holder in the account opening documents and any further information that is provided by the Account Holder to the Bank in relation to the Trading Account is true and correct; and
  • (c) the Account Holder has read and understood the contents of all account opening documents and this Agreement provided by the Bank.

8. Acknowledgements

In connection with the Account Holder’s acceptance of the Trading Account services offered by the Bank, the Account Holder acknowledges and agrees that:

  • (a) All dealings will be subject to the Agreement. Headings used anywhere in the Agreement shall not affect its interpretation.
  • (b) The Account Holder hereby appoints the Bank to provide the Trading Account service to the Account Holder in accordance with this Agreement and to deal as agent and to arrange investments as directed by the Account Holder inter alia in listed equities (including stocks, shares and depositary receipts), debentures (including sovereign and corporate bills, notes, bonds, and commercial paper), mutual funds, exchange-traded funds, money-market instruments, foreign exchange contracts, term deposits, fiduciary deposits, precious metals, listed futures, options and certificates, and any other generally acceptable investment instrument.
  • (c) These services may be provided to the Account Holder in respect of both cash/spot instruments and contingent liability transactions (including, without limitation, derivative, future or forward transactions).
  • (d) A contingent liability transaction is one where the Account Holder will, or may, be liable to make further payments (in addition to upfront premia or charges, and whether or not secured by margin) upon the expiration and settlement of a contract (as stipulated in the terms and conditions of such contract), or when the transaction fails to be completed, or upon the earlier closing out of the position, or upon some other event occurring (such as a credit default event or the price of a security or index reaching or exceeding a pre-determined level).
  • (e) Save as otherwise stipulated in the terms and conditions of listed futures, options, and certificates, or any other particular contract, all orders for purchase or sale for future delivery are given, received and executed on the clear understanding that both the Account Holder and the Bank contemplate actual delivery of the underlying asset.
  • (f) In all transactions between the Bank and the Account Holder, it is understood that the Bank is acting as agent.
  • (g) Where the Account Holder acts in the capacity of an agent on behalf of other clients, the Account Holder agrees that:
    • (i) The Bank will be acting solely for the Account Holder in any and all transactions.
    • (ii) The Bank will act solely for the Account Holder whether or not the Bank becomes aware, directly or indirectly, of the identity of any of the Account Holder’s clients, and any principal of the Account Holder so identified will not be treated as an indirect client by the Bank.
    • (iii) In relation to any transaction entered into by the Account Holder as agent in such circumstances, the Account Holder warrants that it has due authority to enter the transaction on its principal’s behalf on the terms of this Agreement, and the transaction and such terms thereof will bind the Account Holder’s principal accordingly.
    • (iv) Such principal has, at the time the transaction is entered, sufficient resources to meet its obligations thereunder, and the Account Holder will notify the Bank if this ceases to be the case.
  • (g) The Account Holder is entirely responsible for the confidentiality of any account identification references given. The Account Holder will notify the Bank immediately regarding any unauthorized use of the account or any other breach of security, in accordance with the Bank’s unauthorised transaction procedures.
  • (h) The Bank and its agents may, at their discretion, act in all matters on instructions given or purporting to be given by or on behalf of the Account Holder verbally, by telephone, by facsimile, by e-mail, or by any other means of transmission, and the Bank and its agents shall not incur any liability by reason of acting or not acting on any such instructions.
  • (i) The Account Holder will be financially responsible for any and all execution, brokerage, clearing, custody, exchange, and similar or related costs, administrative charges (the Bank reserves the right to levy a fee to cover due diligence and administrative costs), margins, and/or commissions, that arise from the use of the Trading Account by the Account Holder or third parties introduced, and the Account Holder agrees to pay any and all such costs, fees, charges, margins or commissions for services received from the Bank or its agents.
  • (j) The Bank reserves the right to change the Trading Account fees it charges the Account Holder from time to time, and to introduce new fee levels. Where permitted by applicable regulations, the Bank may receive or provide remuneration, fees, commissions and/or non-monetary benefits from or to, or share charges with, an affiliate, associate, business partner, or other third party in connection with transactions carried out on the Account Holder’s behalf. In particular, the Bank may pay or receive retrocessions to or from introducers, brokers and other intermediaries for transacting any instrument for the Account Holder.
  • (k) The Account Holder expressly, irrevocably and unconditionally acknowledges, agrees and affirms that the sole investment decision (and the consequences thereof) will always be the Account Holder’s, and the Account Holder’s alone, and that the Bank is providing no investment advice and can give no guarantee of performance on any instruments or investments that the Account Holder executes through the Bank.
  • (l) The Account Holder expressly, irrevocably and unconditionally acknowledges, agrees and affirms that the Bank, and its agents, are providing no legal, regulatory, accounting, tax or investment advice in connection with the Trading Account, and agrees to procure its own such advice, as and when required in its sole discretion, from qualified professional advisors (or to assume the risk of not so doing) with respect to the use of the Trading Account. If, for any reason, the Account Holder is not satisfied with the services rendered, the Account Holder shall first attempt to resolve the issue directly with the Bank’s officers concerned. If the matter is not resolved to the Account Holder’s satisfaction, the Account Holder shall thereafter contact the Bank’s Compliance Department, which will conduct an investigation into the issue and respond in writing.
  • (m) All transactions the Account Holder makes pursuant to this Agreement will be subject to the constitution, by-laws, rulings, regulations, practices, policies, procedures, processes and customs of the exchange or market (and its clearing house, if any) where the orders for such transactions are executed. The Account Holder agrees that, where relevant, the Bank may have access to the Account Holder’s settlement account to settle any trades that have been made through the Bank.
  • (n) All transactions conducted by the Account Holder will be settled by the Account Holder definitively and in full, in accordance with their respective terms and conditions. If, upon the execution of any transaction or the expiry or other performance of any contract, the Bank is unable to settle the relevant transaction or contract by reason of Account Holder’s failure to duly effectuate payment of any monies or delivery of any securities, the Account Holder will reimburse the Bank forthwith and in full for all related costs, losses and/or liabilities.
  • (o) Should the Account Holder become indebted to the Bank for any reason, the Account Holder will repay such debts forthwith. The Account Holder agrees that failure to promptly pay such debts will give the Bank the right to close any or all Trading Accounts of the Account Holder and to settle any such debts and margins through the Account Holder’s settlement bank, clearing facility or any accounts held with or introduced to the Bank. Should the Account Holder only pay part of such debts, the Account Holder shall be and remain liable to the Bank for any difference still owed.
  • (p) Any expenses incurred by the Bank in connection with replies to inquiries by competent authorities pursuant to national or international legislation will be the responsibility of, and recharged to, the Account Holder. Any expenses incurred by the Bank in connection with auditors’ comments or reports requested by the Account Holder will also be the responsibility of, and recharged to, the Account Holder.
  • (q) If the Account Holder requires trading information and statements to be sent by e-mail, any and all such communications sent to the Account Holder’s address disclosed on the application shall be considered delivered, whether actually received or not. If the Account Holder does not notify the Bank in writing of any errors or objections to any trading information or statements within seven calendar days from the date of execution or of a statement’s digital imprinting, mailing, e-mailing or faxing, the Account Holder agrees that the information shown shall be deemed to be accepted as correct, notwithstanding that specific acknowledgment or acceptance is requested by the Bank from the Account Holder but none is given, and the Bank shall be released from all claims in connection with this information or any action taken or not taken by the Bank regarding the Account Holder’s Trading Account. Trading confirmations forwarded by the Bank, or any other transcripts from the Bank, require no signature. Verbal trade confirmations are always subject to final confirmation in writing.
  • (r) It will be wholly incumbent on the Account Holder to confirm all transaction details with the Bank on a regular basis to ensure instructions have been followed accurately, and the Account Holder agrees to hold the Bank and its agents, affiliates, associates, officers and employees harmless from any claim, demand or damage arising if the Account Holder does not do so. In any event, clause (p) above will invariably apply.
  • (s) If the Account Holder receives execution reports and statements directly from an online trading platform, rather than from the Bank’s back office, the Account Holder accepts and acknowledges that the Bank may be working with third party trading platforms and will not send any trade execution information or statements as same will be provided to the Account Holder via any such trading platform, and it will be wholly incumbent on the Account Holder to confirm the validity and correctness of the trading platform information provided, and the Account Holder agrees to hold the Bank and its agents, affiliates, associates, officers and employees harmless from any claim, demand or damage arising therefrom. The Bank may, but is not obliged to, facilitate information, execution reports and statements for these platforms at the Account Holder’s request by liaising with the platform, and may, but is not obliged to, help the Account Holder resolve any issues with such platform’s execution confirmations and statements.
  • (t) The Bank has the right, at its sole and absolute discretion, to close any positions or any part thereof at any time, with or without notice, if it deems it necessary for its own protection. A position may be closed in such a manner as the Bank deems appropriate.
  • (u) The Bank will be entitled, in the absence of specific instructions from the Account Holder, to take such or no action as it thinks appropriate or necessary in relation to corporate actions, takeovers, and other such offers, and to the exercise of conversion, subscription or voting rights or any other privileges conferred by any security. The Bank shall have no responsibility or liability of any kind, whether in negligence or otherwise, by reason or in consequence of its acting or not acting on any of the foregoing.
  • (v) The Bank shall not be liable for any loss however caused, whether directly or indirectly, by government restrictions, exchange or market rulings, suspensions of trading, wars, strikes, or any other fact or event that is beyond the control of the Bank or any agent or employee thereof, including, without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination financial institution, foreign regulations and/or restrictions on foreign investment.
  • (w) The Account Holder agrees to bear any margin or foreign exchange risk arising from any transaction effected pursuant to this Agreement.
  • (x) The Account Holder agrees to bear any administrative costs related to claims or transfers, and any transfer costs or levies by banking and settlement institutions when transferring monies and/or financial products to or from the Account Holder’s account(s) at the Bank.
  • (y) The Bank will not be liable for any penalties, fines, brokerage or other external administrative liabilities incurred by the Account Holder in relation to the Trading Account services provided.
  • (z) The Bank may modify or discontinue its services or any part of them at any time, and these services may be periodically unavailable to allow for systems maintenance and updates. The Bank shall not be liable for delayed or discontinued services.
  • (aa) The Account Holder shall notify the bank of any changes in information relevant to this present Agreement. Until such time as the Bank is advised of any such change(s), the Bank shall continue to assume that previously held information is and remains correct for the purposes of acting on the Account Holder’s behalf, and continues to govern the business relation between the Bank and the Account Holder.
  • (bb) The Account Holder will promptly notify the Bank, in writing, of any change of address or contact details.
  • (cc) Any notice to the Account Holder may, with binding effect, be sent to one of the addresses and e-mails or other contacts stated in the Account Opening documents, subject to clause (aa) above.

9. Electronic Portal

The Account Holder’s use of the Trading Account service is subject to the Bank’s Electronic Portal Additional Terms.

Precious Metals Account – Additional Terms

It is agreed between the Account Holder and the Bank that the following terms shall apply to each Precious Metals Account:

1. Allocated storage

The Bank confirms that there is a physical amount of bullion, of the specified type and quality, in storage for every such amount stated on the Account Holder’s bank statement. The Account Holder’s bullion will be held within vault premises under the name of the Bank in either Switzerland, or Singapore, or New Zealand, and will not be subject to any kind of lending, collateral, encumbrance or derivative transaction by the Bank, and will remain in the safekeeping of the vault operator until sold or withdrawn according to the Account Holder’s instructions received via the Bank.

2. Bank obligations

All bullion shall be purchased in the name of the Bank. It is expressly agreed that the Bank does not hold such bullion as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such bullion shall be to account to the Account Holder for the market value of such bullion. This obligation shall comprise a reporting obligation of the Bank to the Account Holder of an amount equivalent to the market value of such bullion.

3. Risks

All risks of such investment (including, without limitation, revaluations, exchange risks, tax deductions, insolvency of the vault operator, foreign regulations, restrictions on foreign investment, war and acts of God) shall be borne exclusively by the Account Holder, save for any losses arising from the Bank’s own insolvency or intentional misconduct.

4. Lien

The Account Holder agrees and acknowledges that the Bank has a security interest in the bullion held on behalf of the Account Holder to secure payment of unpaid storage fees and other associated charges, in addition to other amounts the Account Holder may owe the Bank. If, upon notice, the Account Holder fails to pay any or all charges due and outstanding to the Bank, the Bank has the right to sell all or a portion of the Account Holder’s bullion, even if the amount so sold is worth more than the amount owed, in order to satisfy the delinquency.

The Bank reserves the right to set off any monies due and payable to it from any monies and/or bullion due and/or payable to the Account Holder at its sole discretion. The Bank shall provide the Account Holder with an explanation of the monies due and owing to the Bank and the deductions made under this clause as soon as reasonably practicable.

Upon any failure by the Account Holder to comply with any of its obligations to the Bank, the Bank shall be entitled to any and all of the remedies available to it, whether at law, in equity, or otherwise.

In the event that the Bank must take action against the Account Holder to enforce its rights and/or the Account Holder’s obligations, including, without limitation, turning the account over to a collection agency or a lawyer for collection, the Account Holder shall be liable for all of the costs and expenses incurred by the Bank in connection with such action.

Investment Account – Additional Terms

It is agreed between the Account Holder and the Bank that the following terms shall apply to each Investment Account:

1. Account opening procedures

The Account Holder expressly, irrevocably and unconditionally acknowledges, agrees and affirms that it has read and understood all of the relevant account opening forms and these present Additional Terms, and has procured sufficient professional advice for such purposes including, but not limited to, legal, regulatory, accounting and tax advice in relation to each Investment Account.

2. Investment Account

Where funds are held in an Investment Account, the Bank shall invest such funds with institutions(s), including banks, custodians and clearing brokers (collectively and individually the “destination financial institution”), and in such instruments as it is directed to invest in by the Account Holder, which may include listed equities (including stocks, shares and depositary receipts), debentures (including sovereign and corporate bills, notes, bonds, and commercial paper), mutual funds, exchange-traded funds, money-market instruments, foreign exchange contracts, term deposits, fiduciary deposits, precious metals, listed futures, options and certificates, and any other generally acceptable investment instrument.

3. Bank obligations

All funds shall be invested in the name of the Bank, and for the account of the Bank. It is expressly agreed that the Bank does not hold such investments as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such investments shall be to account to the Account Holder for the proceeds thereof. This obligation shall comprise a reporting obligation of the Bank to the Account Holder of an amount equivalent to the value of such investments and any accrued capital gain and/or income deriving therefrom, as shall be actually received by the Bank. Capital and income shall be credited to the account only once the relevant amounts have been received by the Bank.

4. Risks

All risks of such investment (including, without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination financial institution, foreign regulations, restrictions on foreign investment, war and acts of God) shall be borne exclusively by the Account Holder, save for any losses arising from the Bank’s own insolvency or intentional misconduct.

5. Account management

The Bank may, with or without the prior agreement of the Account Holder, exercise shareholder rights, roll over term and fiduciary deposits, and realize investments to cover outstanding debts, fees, and commissions payable, or to otherwise reduce the exposure of the Bank; all without being under any obligation to do so. In particular, the Account Holder agrees that the Bank shall have no responsibility if it does not exercise the powers granted herein.

6. Destination financial institution terms included

The terms and conditions agreed to between the Bank and the destination financial institution attaching to such investments shall apply to these Additional Terms mutatis mutandis except to the extent of any conflict, in which case these present Additional Terms and the Bank’s General Terms and Conditions (collectively, the “Agreement”) shall prevail. In the event of any conflict between the General Terms and Conditions and these Additional Terms, the Additional Terms shall prevail.

7. Warranties

In connection with the Account Holder’s acceptance of the Investment Account services offered by the Bank, the Account Holder represent and warrants that:

  • (a) the Account Holder possesses the legal authority to enter into this Agreement and to use the Bank’s services in accordance with all of the terms and conditions contained in this Agreement;
  • (b) all information provided by the Account Holder in the account opening documents and any further information that is provided by the Account Holder to the Bank in relation to the Trading Account is true and correct; and
  • (c) the Account Holder has read and understood the contents of all account opening documents and this Agreement provided by the Bank.

8. Asset management powers entrusted to a third party

Should the Account Holder grant asset management powers to a third party investment manager (the “Investment Manager”):

  • (a) The Account Holder hereby expressly authorizes the Investment Manager to charge its management fees against the Investment Account(s), and to same accordingly.
  • (b) The Account Holder hereby authorizes and directs the Bank to execute all asset management instructions for the Investment Account with the destination financial institution indicated by the Investment Manager or any person duly authorized by the Investment Manager to give instructions to the Bank on its behalf.
  • (c) The Bank is not a party to the appointment of the Investment Manager, and the Account Holder acknowledges that the Bank shall not be liable for any investments made thereunder and thereby.

These powers shall not expire upon the liquidation, dissolution or death of the Account Holder, the loss of exercise of the Account Holder’s legal rights, or the Account Holder being adjudicated absent, insolvent or bankrupt.

Card Account – Additional Terms

It is agreed between the Bank and the Account Holder that the following terms shall apply to any use by the Account Holder of the prepaid card account services (the “Prepaid Card Services”). For the purposes of these present Additional Terms, any reference to the “Bank” shall include any third-party provider of services on behalf of the Bank, including, but not limited, to any card-issuing partner bank or financial institution.

1. Account Holder Obligations

The Account Holder shall:

  • (a) co-operate with the Bank as the Bank reasonably requires from time to time for the better performance of the Prepaid Card Services;
  • (b) provide any information and/or documentation to the Bank as the Bank reasonably requires from time to time;
  • (c) refrain from doing anything which the Account Holder ought reasonably to believe to be disreputable or capable of damaging the reputation or goodwill of the Bank; and
  • (d) maintain sufficient funds on the Card Account with the Bank as required to cover all charges to the card made by the Account Holder and any fees or other charges.

The Bank may charge the Account Holder for any additional reasonable costs and expenses incurred by it which may be caused by changes in the Account Holder’s instructions, non-compliance, failure to provide instructions, or failure to comply with the Account Holder’s obligations under these Additional Terms. In the event that the Bank deems there to be excessive fraud exposure, any additional costs and expenses reasonably incurred by the Bank as a result, including costs to mitigate such risk or costs of any investigation, shall be at the expense of the Account Holder.

If the Account Holder no longer requires any of the Prepaid Card Services, or fails to provide any information or clarification that the Bank reasonably requires for the provision of or continuation of the Prepaid Card Services within a reasonable time period, any additional costs and expenses reasonably incurred by the Bank as a result shall be due and payable by the Account Holder.

The Account Holder shall be responsible for its own internal security procedures concerning access to the monies deposited into the Card Account, and the Bank shall not be liable for any acts of fraud or theft carried out by the Account Holder, its employees, representatives, or any other parties designated by the Account Holder as having access to the Prepaid Card Services.

Any and all usernames and passwords provided to the Account Holder to allow access to the Card Account through the Electronic Portal shall be kept secret and confidential, and the Bank shall not be liable for any sharing or misuse of such information by the Account Holder or any party designated by the Account Holder as having access to the Prepaid Card Services.

The Account Holder warrants and undertakes that any and all activities for which the Prepaid Card Services are supplied by the Bank will at all times comply with all regulations in all jurisdictions where the Prepaid Card Services are used from time to time.

Where any third party has access to the prepaid card of the Account Holder, the Account Holder confirms that all action by that party is proper and lawful and does not prejudice the Bank in any way.

The Account Holder warrants that all necessary legal advice has been obtained in all relevant jurisdictions concerning the establishment of its business and/or its operations.

The Account Holder expressly warrants and represents to the Bank that the source of any funds provided by the Account Holder to the Bank is lawful, and that there is a proper and lawful underlying transaction in respect of every payment to be made to, or facilitated or processed by, the Bank.

The obligations of the Account Holder shall apply to, and in respect of, all the Account Holder’s dealings with the Bank, and in respect of the provision or receipt of any and all Prepaid Card Services, whether such dealings directly involve the Bank or otherwise.

2. Third Parties

The Account Holder acknowledges and agrees that any third parties providing Prepaid Card Services on behalf of the Bank may impose conditions or restrictions upon the performance of such Prepaid Card Services.

The Account Holder agrees to meet any reasonable fees or expenses charged by a third party in respect of the Prepaid Card Services, and to indemnify the Bank against any damages suffered as a result of the Account Holder’s breach of this clause.

The Bank, if requested to do so by the Account Holder, shall confirm to the Account Holder all relevant terms for the provision of Prepaid Card Services which are provided to the Bank by any third party, in order to facilitate the Account Holder’s compliance with its obligations under these present Additional Terms.

The Bank shall not be liable to the Account Holder in respect of any default of a third party, including any third party providing part of the Prepaid Card Services on behalf of the Bank.

The Bank makes no warranty to, or agreement with, any third party associated with the Account Holder, and shall not be liable to any such third party in respect of any Prepaid Card Services provided pursuant to these present Additional Terms.

Where any funds are in the possession of a card-issuing partner bank providing any part of the Prepaid Card Services on behalf of the Bank, the Account Holder accepts that the Bank has no control or rights in respect of such funds, and the Bank shall not be liable for any actions of any such card-issuing partner bank or financial institution.

3. Prepaid Card Services Fees and Charges

In consideration of the Bank procuring the Prepaid Card Services, the Account Holder shall pay the fees and charges advised by the Bank from time to time, at the times and in the manner notified by the Bank.

The Bank is authorised to take all fees and charges due from any available balance that the Account Holder holds with the Bank.

If the Account Holder’s available balance for crediting to the card is inactive or there are insufficient funds to settle the fees and charges for a period of seven days, the Account Holder’s Card Account will be frozen, and additional fees may be applied to reactivate it.

All fees and charges are subject to review at any time, which may result in the increase of such fees and charges payable by the Account Holder for the Prepaid Card Services.

4. Acknowledgements, Undertakings, Representations and Warranties

The Account Holder represents and warrants that:

  • (a) it is not, and has not been, involved in any fraudulent or criminal activities, including money-laundering activities;
  • (b) it will use the Prepaid Card Services for lawful purposes only;
  • (c) under no circumstances shall it use the Prepaid Card Services to facilitate payments to any websites which engage in or promote any unlawful, threatening, abusive, harassing, or defamatory activities; and
  • (d) in obtaining the Prepaid Card Services from the Bank, it does not do so in reliance on any representation, warranty or other provision, except as expressly provided in the General Terms and Conditions and these present Additional Terms.

At the Bank’s request from time to time, the Account Holder shall promptly provide the Bank with any and all information it may require relating to the Account Holder, including due diligence information. The Account Holder acknowledges that the Bank may require personal data about the Account Holder for anti-money-laundering (“AML”) / know-your-client (“KYC”) / client due diligence (“CDD”) and other legal or regulatory purposes, and may disclose and process such personal data for such purposes;

The Account Holder acknowledges that the Bank may disclose information on the Account Holder for AML/KYC/CDD and other legal or regulatory purposes to third parties with which it has contracted in connection with these present Additional Terms and the Prepaid Card Services, subject to any applicable regulations.

The Account Holder shall immediately notify the Bank in the event that it has reason to believe that any of its Account Signatories committed fraud or were involved in any illegal activity. The Account Holder acknowledges that if the Bank has reason to believe that funds associated with the Prepaid Card Services are connected with any fraudulent or criminal circumstances or intent, or that an Account Signatory was involved in any illegal activity, the Bank shall be entitled, in order to facilitate reasonable inquiry, to freeze such funds without being liable for any loss incurred.

At all times, the Account Holder will be deemed to continuously represent and warrant all representations and warranties made by it under these present Additional Terms.

The Account Holder acknowledges that the Bank may terminate the provision of the Prepaid Card Services and cancel any cards issued at any time, without further notice.

5. Indemnity

The Account Holder shall indemnify, defend, and hold harmless the Bank, its parent, subsidiaries or affiliates, and their respective shareholders, officers, directors, employees and permitted assignees, from and against any and all damages, to the extent such damages arise out of or relate to any breach by the Account Holder of any of the representations, warranties or undertakings made by the Account Holder under these present Additional Terms.

Under no circumstances shall the Bank be liable for any special, incidental, indirect, consequential, exemplary or punitive damages of any kind, including, but not limited to, loss of sales, goodwill, profits or revenues, or other similar damages, costs or expenses.

Any damages to be paid by the Bank pursuant to these present Additional Terms shall not exceed an amount equal to the aggregate fees and charges charged to the Account Holder specifically for the use of the Prepaid Card Service during the calendar year in which the liability giving rise to the damages arises. Any claim by the Account Holder for damages shall be instituted by the Account Holder within ten business days of the damages having arisen.

6. Risks

All risks arising in relation to the Prepaid Card Services (including, without limitation, war, acts of God, losses, revaluations, exchange risks, tax deductions, insolvency of the issuing bank providing part of the Prepaid Card Services for the Bank, foreign regulations, chargebacks, fraudulent transactions, misuse of card, and losses resulting from the card not functioning correctly) shall be borne exclusively by the Account Holder, save for any losses arising from the Bank’s own insolvency or intentional misconduct.