ONLINE USER AGREEMENT
Terms and Conditions for Bank of Asia (BVI) Limited Online User Agreement (the "Agreement")
The words "you" and "your" refer to any holder of the accounts maintained with us and including one or more individuals, sole proprietorships, partnerships, corporations and unincorporated associations or bodies.
The words "we" and "us" refer to Bank of Asia (BVI) Limited (the "Bank" or "BoA") which is a bank licensed under the British Virgin Islands Banks and Trust Companies Act, 1990 (as amended) for a restricted Class 1 Banking License and is a registered company under the law of the British Virgin Islands, whose registered office is at 3/F Commerce House, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.
"Business Days" mean all days that banks in the British Virgin Islands are normally open, not including public holidays, Saturdays or Sundays.
"Service(s)" mean the online service(s) of the Bank provided to you.
"SWIFT" means the Society for Worldwide Interbank Financial Telecommunication, which supplies secure messaging services and interface software to financial entities.
"Writing" or "written" when used in these terms and conditions includes emails.
2.1 These terms form part of the account opening application (including the mandate, Terms and Conditions for Bank of Asia (BVI) Limited Online User Agreement, (Effective as of 18 September 2017) )(the "Terms and Conditions"), The Personal Data Policy Statement for Bank of Asia (BVI) Limited (Effective as of 18 September 2017) (the "PDP Statement") and other amendments and updates as the Bank may have issued prior) which you have signed and together form the contract which governs your relationship with the Bank on your present and future facilities or services or other online Services through any account (whether of a deposit, investment or borrowing nature).
2.2 Each facility or service may be subject to new or additional terms or supplemented by an electronic brochure or pamphlet containing applicable product features or guidance. The Bank may send such documents to the email address last registered with us. You agree that if you utilise the Bank's facility or Service or if you do not terminate this agreement or any related accounts within 30 days from receipt or deemed receipt of such electronic brochure or pamphlet that you have accepted the terms of such documents as binding.
2.3 In accordance with the Bank's prevailing practice and subject to any statutory or regulatory requirements, details of an appropriate transaction will be set out in an advice or confirmation, and all transactions will be summarised periodically in a statement, all to be issued by the Bank as set out in the Terms and Conditions. You agree to verify the correctness of their contents in accordance with these terms and the Terms and Conditions.
2.4 These terms and all such additional terms and documents, advice, confirmation and statement as referred to above shall constitute a single agreement for all purposes (the "Agreement") and govern all transactions from time to time concluded with or through the Bank, it being understood that the Bank would not otherwise enter into any such transaction.
3. Facilities and Services
3.1 Presently a wide range of services including deposits, foreign exchange, money transfers, banking facility and credit card accounts are made available to you by the Bank. The Bank may from time to time fix the minimum and/or maximum amount or value for any transaction to be conducted by you.
3.2 According to the Restricted Class I Banking Licence granted to the Bank by the British Virgin Islands Financial Services Commission (in accordance with the Banks and Trust Companies Act, 1990 as amended from time to time), the Bank shall not:
(a) shall not take banking deposits from any person resident in the British Virgin Islands other than another licensee or a company incorporated, continued or reregistered under the British Virgin Islands Business Companies Act, 2004;
(b) invest in any asset that represents a claim on any person resident in the British Virgin Islands except a claim resulting from (i) a transaction with another licensee, or (ii) the purchase of bonds or other securities issued by the Government of the British Virgin Islands, a statutory corporation or a company in which the Government of the British Virgin Islands is the sole or majority beneficial owner; or
(c) without the prior written approval of the British Virgin Islands Financial Services Commission, carry on any business in the British Virgin Islands other than the business for which the restricted Class I Banking Licence has been obtained.
The Bank is also governed by the laws of the British Virgin Islands, in particular but not limited to the Business Companies Act, 2004 as amended from time to time; the Financial Services Commission Regulatory Code, 2009, as amended from time to time; and the Financial Services Commission Act, 2001, as amended from time time.
3.3 The Bank may close any account or terminate any facility, services, contract or transaction at any time by notice to you without liability or compensation although the Bank may have committed to provide or maintain the same for a period of time. The Bank may also close any account at any time by notice to you in order to comply with (a) the law or regulation of any jurisdiction, domestic or foreign, or (b) any agreement entered into between the Bank and any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction, domestic or foreign (the "Authorities") ((a) and (b) collectively referred to as the "Law or Regulation"). Upon the Bank's demand, your liabilities under such facility, service, contract or transaction shall become immediately due and payable to the Bank.
4. The Bank's Role and Liability
Clauses 11 and 12 of the Terms and Conditions specifically apply here. You are also reminded that the entire Terms and Conditions apply to these terms, forming one Agreement.
5. Instructions given by Authorised Signatories
5.1 Instructions to the Bank in relation to your facility or service or any related account, including any change in the manner of giving instruction; making or liquidating any investment; depositing items for safekeeping or withdrawal thereof; issue of stop payment order; obtaining advances or other banking facilities or accommodation to you or any borrower; encumbering or creating any lien or other security interest over any account and investment therein securing such facilities and accommodation in the Bank's favour; the giving of any guarantee, indemnity or counter-indemnity to the Bank for its facilities or services; the delegation and subdelegation of your authorities and powers herein; execution of any related documents including any risk disclosure statements (collectively the "Instructions") should be given by electronic means in writing by you or the appropriate authorised signatories appointed under your mandate for account operation or any letter of authority in writing in accordance with these terms.
5.2 Any change of authorized signatories by you will only be effective after the Bank has received your Instruction and sufficient time has elapsed to enable the Bank to fully record the Instruction in its operation system.
5.3 The Bank may refuse to act on the Instructions given by you or by any authorised signatory in accordance with this Clause 4 or Clause 5 if the Bank reasonably believes that by carrying out the Instructions, (a) the Bank, or (b) any third party selected by the Bank to provide services to the Bank and who is not a payment infrastructure provider (meaning a third party that forms part of the global payment system infrastructure, including without limitation, communications, clearing or payment systems, intermediary banks and correspondent banks (the "Payment Infrastructure Provider")) (the "Third Party Service Provider") may break a Law or Regulation. The Bank will not be liable to you for any loss or damage suffered by you resulting in any way from a refusal to act on Instructions under this Clause 4.3 or Clause 5.
6. Telephone, Oral or Other Instructions
6.1 The Bank is hereby authorized (but is not obliged) to accept any Instructions given by (a) electronic mail or telephone by any person, or any of your authorised signatories orally or in person, quoting your account number; your identification code (if assigned) or other details as requested for validity check even though your mandate may have provided for account operation by more than one person; or (b) other electronic means (including emails and SMS) given in such manner as the Bank may prescribe from time to time all without any inquiry by the Bank as to the authority or identity of the person making or purporting to give such Instructions or their authenticity notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity in or authorization for their terms even though your mandate may have provided for account operation by more than one person.
6.2 The Bank may require you to confirm by telephone or other means your Instructions given as aforesaid before acting upon such Instructions. You agree to recording all your telephone conversations with the Bank. If there is any ambiguity or conflict in respect of your Instructions, the Bank may choose not to act upon them until the ambiguity or conflict has been resolved to the Bank's satisfaction.
6.3 You may open more accounts carrying the same title as the account opening application you have signed, via telephone or other means, without signing another account opening application, as long as you have satisfied the Bank's validity check. For signature specimens of new or additional accounts, you may adopt any of the existing signature specimens from any of your existing accounts. However, the signature specimens of authorised signatories contained in any letter of authority will not be adopted unless another letter of authority is specifically executed.
7. Receipt of Statement, Advice, Notice, etc.
7.1 Any statement, advice, confirmation, notice, communication or document to be given by the Bank will be validly given if emailed to your email address last registered with the Bank and will be deemed to have been received by you within a generally acceptable time for that means of communication.
7.2 Clause 15 of the Terms and Conditions specifically apply here. You are also reminded that the entire Terms and Conditions apply to these terms, forming one Agreement.
8. Cleared Funds
All withdrawals or investments may only be made by you against cleared and sufficient funds in your account. Any withdrawal or investment made by you will be repaid by you if your funds are not cleared. You agree all checks or drafts will be purchased or discounted by the Bank on this basis.
9. Foreign Currency
9.1 The Bank may transfer any amount in your accounts to any account maintained with the Bank in accordance with the terms of this agreement, for making payment for any investment or for settling any of your liabilities. If the relevant account is denominated in a different currency, the Bank may convert any relevant sum into the appropriate currency at the Bank's applicable exchange rate.
9.2 If funds are sent to or paid in a country in a foreign currency, the funds will be payable to the payee in the currency of that country at the prevailing buying rate of the Bank's correspondent or agent unless other prior arrangements have been made.
9.3 Notwithstanding that a deposit has been made in any currency or that funds are due to you by the Bank in any particular currency, the Bank is entitled to discharge its obligations in full with respect to such deposit or funds by paying to you such deposit or funds in either the same currency or different currency or in any combination of currencies, at the Bank's prevailing rate of exchange at the time of conversion, in each case as the Bank may determine in its sole discretion. You agree that any such payment shall constitute good and valid discharge of the Bank's obligations to you with respect to such deposit or funds.
10. Fees and Interest
10.1 All services will be charged in accordance with the Bank's prevailing practice and a schedule of your fees below or as can be found on the Bank's website, interest payment adjustments and required average monthly balance; depositing items for safekeeping or withdrawal thereof; issue of stop balance in your account for the Bank's respective services as available to you upon request. All loan and credit facilities extended by the Bank to you shall carry interest and be subject to payment of annual service fee, periodic minimum repayment amount and (in case of late payment) late charge or default interest in the Bank's favour at the rates from time to time respectively fixed and customarily charged by the Bank for similar facilities. The Bank may at any time change such fees, amounts of reduction in interest payments, average monthly balance, rates, charges, periods and amounts of payment without your prior consent. All the above matters including any changes will be notified to you as may be required by relevant regulations and codes.
|ID||Fee Description||Fee Amount||Calculation Criteria||Remarks|
|1.||Account Opening Fee||US$ 1,000||If additional due diligence is required by way of Enhanced Due Diligence and additional fees are equired, the Bank will contact you before proceed.|
|2.||Minimum Deposit Fee (Monthly)||0||The Bank may impose a monthly fee of US$50 for accounts where the average quarterly balance falls below US$50,000. It is waived until 31 March, 2019|
|3.||Annual fee based on AUM||8bps||Tiered model||Will be charged on monthly basis|
|4.||Annual service charge for digital platform||US$ 29 per annum||Tiered model||Will be charged on monthly basis|
|5.||Outgoing remittance fee||TBC||Tiered model||We will list out our costs as soon as possible|
|6.||Incoming remittence fee||TBC||Tiered model||We will list out our costs as soon as possible|
|ID||Client Type||Total AUM Balance (US$)||Segment||Segment multiplier||Segment Name|
|1.||Individual & Joint, Corporate, Trusts||Above 1,000,000||1||1.25||Ultra High Business Volume|
|500,001 to 1,000,000||2||2||Very High Business Volume|
|250,001 to 500,000||3||3||High Business Volume|
|0 - 250,000||4||4||Standard Business Volume|
10.2 The Bank may debit any account with the amount of any tax (including any Collected Amount as defined in Clause 11.5), fee, interest, late charge, default interest, charge or expense payable by you.
10.3 The Bank may accept rebates, fees and other forms of payment from any organisation within the Bank's group or third party on any transaction effected for you and retain the same for the Bank's benefit.
10.4 All costs and expenses (including legal costs and costs for hedging, unwinding or similar contracts) of reasonable amount and reasonably incurred by the Bank in connection with the preservation, protection or enforcement of the Bank's rights will be reimbursed by you upon the Bank's demand.
10.5 If an account has been inactive for such period as the Bank may decide from time to time, the Bank may restrict or disallow operations in relation to, or impose conditions (including payment of fees) on re-activating, such account.
11.1 Any and all payments (whether of principal, interest, fee or otherwise) to be made by you under this agreement or under any instrument delivered hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto (collectively the "Taxes"). If you shall be required by the Law or Regulation to make any such deduction from any payment hereunder:
(a) the sum payable by you shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Clause) the Bank receives an amount equal to the sum the Bank would have received had no such deductions or withholdings been made;
(b) you shall make such deductions or withholdings; and
(c) you shall pay the full amount deducted or withheld to the relevant Authority or other authority in accordance with the relevant Law or Regulation.
11.2 In additions, you agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, any instrument delivered hereunder (hereinafter referred to as "Other Taxes").
11.3 You will indemnify the Bank for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Clause) paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Bank makes written demand therefor.
11.4 Within 30 days after the date of any payment of Taxes or Other Taxes, you will furnish to the Bank the original or certified copy of a receipt evidencing payment thereof. If no Taxes or Other Taxes are payable in respect of any payment, you will furnish to the Bank a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Bank, in either case stating that such payment is exempt from or not subject to Taxes or Other Taxes.
11.5 You agree that (a) the Bank, or (b) any Third Party Provider may withhold or deduct any amount for or on account of, or which represents, withholding, income tax, value added tax, tax on the sale or disposition of any property, duties or any other lawfully collected amount (the "Collected Amount") which is required to be withheld or deducted to comply with any Law or Regulation from any payment to you, or to or from your account or any account. Any Collected Amount shall be timely paid to the relevant Authority in accordance with the relevant requirement. You will be notified of any Collected Amount as soon as reasonably practicable. You acknowledge that the Bank will not be required to reimburse you for any amount withheld or deducted by a Payment Infrastructure Provider. Further, to the extent that the Bank or its Third Party Service Provider pay or have paid from the Bank's / its own funds or are or will become required to make a payment to an Authority in respect of an amount that should have been, but was not, a Collected Amount, you will indemnify the Bank for such payment, plus any interest and penalties thereon. You understand that you are not required to contest any demand made by an Authority for such payment. You represent that you have provided to and secured from any person that will own a beneficial interest in a payment from the Bank any notices, consent or waiver necessary to permit the Bank or its Third Party Service Provider to carry out the actions described in this Clause 11.5.
11.6 Without prejudice to the survival of any of your other agreements hereunder, your above agreements and obligations shall survive the payment in full of principal and interest hereunder and under any instrument delivered hereunder.
12. Charge, Lien, Set Off
12.1 Any and all your funds shall be charged to or held by the Bank as a continuing security for the payment and / or discharge of any of your obligations to the Bank and:
(a) upon default by you in payment on demand or on the due date therefore of any of your indebtedness to the Bank or any other default by you hereunder, the Bank shall have the right, acting in good faith but without notice to you, to sell or otherwise realize the whole or any part of the funds as when and in such manner and at such price and on such terms as the Bank shall think fit and to apply the net proceeds of such sales or realization and any money for the time being in the Bank's hands in or towards discharge of your indebtedness to the Bank; and
(b) such charge shall be in addition to and shall not prejudice or be prejudiced by any lien, right or set-off or other security which the Bank may hold at any time for your indebtedness to the Bank or by any release, modification or abstention from enforcement thereof or other dealing therewith.
12.2 In addition, the Bank shall have a lien on all your investments as security for or in part payment of any debt due or liability then incurred or likely to be incurred by you to the Bank.
12.3 You further agree that in addition to any general lien or similar right to which the Bank may be entitled by law, the Bank may, at any time and without notice, set-off and withhold from and apply securities, receivables and moneys held in or for any account maintained with the Bank against and in whole or partial payment of any sum or liability owed by you to the Bank.
12.4 You further agree that in addition to any general lien or similar right to which the Bank may be entitled at law, the Bank may, at any time without prior notice, combine or consolidate any or all of your accounts (wherever situate and maintained for whatever purpose) with your liabilities to the Bank and set off or transfer any sum or sums standing to the credit of any of your accounts maintained with the Bank in or towards satisfaction of your liabilities to the Bank (if the account in credit is a joint account, then such of your liabilities to be offset by the Bank will include your individual liabilities and joint liabilities with others), whether such liabilities be primary, collateral, several, joint or in other currencies.
13. Limitation of Liability and Indemnity
You agree that except in the case of the Bank's negligence or wilful misconduct, the Bank will not be under, and you will fully indemnify the Bank against, any liability for taking or omitting to take any action in relation to any matter herein including the following:
(a) the operation of any account and the Bank's provision of safekeeping or other services pursuant to the provisions of this agreement;
(b) the Bank's ability to account for any transaction is restricted or affected for any reason or cause beyond the Bank's control;
(c) any actions or omissions (including any negligence or default) of any broker, agent, correspondent, custodian or counterparty involved in any transaction;
(d) any loss or damage caused by breakdown in or delay or failure of any transmission or communication facilities, or external clearing systems;
(e) any unavailability or diminution in the value of your funds or investments due to taxes, deductions, withholdings, imposts or depreciation, market factors or any cause beyond your control; and
(f) acting on any written, verbal, telephone, facsimile or electronic Instructions given by any person which the Bank believes in good faith to be you or to have authority to give Instructions on your behalf, regardless of the prevailing circumstances or the nature of the transaction and notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity in the giving, receipt or contents of such Instructions.
14. Certificate of Indebtedness
Any certificate issued by the Bank as to the amount at any time owing to the Bank by you will be conclusive and binding upon you.
15. Account Linkage
15.1 You are aware that notwithstanding that no prior authorisation has been given by you to the Bank, the Bank may for operation purpose link up:
(a) (in case your accounts under this agreement are in sole name) all such accounts with (i) all other accounts in your sole name, and (ii) accounts in joint names with other(s) which you may operate independently as an authorised signatory; or
(b) (in case our accounts under this agreement are in joint names) all such accounts with all your other accounts in the same joint names with same signing instructions; or
(c) (in case our accounts under this agreement are in joint names and operated by two or more authorised signatories jointly) all such accounts with all your other accounts in the same joint names with same signing instructions.
15.2 The Bank may from time to time permit your accounts to be linked up with account(s) of third parties maintained with you or other banks and as a result, funds may be transferred to such third party account(s). The Bank may from time to time limit the operation and functions of the linked accounts or change the scope of your linkage without prior notice to you.
15.3 You realise and accept the following possible consequences of linkage, in that any person who physically possesses or knows the particulars of your access, credit or charge card and the code for such card will be able to access or withdraw funds from any of the linked accounts. Further you fully appreciate that linkage is to enable you to have flexibility and better manage your accounts and the Bank cannot under any circumstances be responsible for any withdrawal or loss of investments, or disclosure of account information directly or indirectly arising in connection with such linkage. If you specifically instruct the Bank to change any account linkage, your Instruction will only be effective after sufficient time has elapsed to enable the Bank to fully record the Instruction in your operation system.
16. Offshore Services Centre and Keeping of Data
16.1 The Bank may set up any service centre outside the British Virgin Islands from which you may access or give any Instruction on your accounts. Any transaction at a place outside that service centre will only become effective when your Instruction can be processed and fully implemented at that place according to its local practices and laws, rules and regulations.
17. Default and Termination
Upon notice or demand by the Bank at any time, or if you fail to observe and comply with the terms of this agreement;
(a) this agreement or any part thereof may be terminated and your liabilities to the Bank, whether primary, collateral, several, joint, present, future or contingent, shall forthwith become due and payable, without demand or notice, and/or
(b) the Bank may, without any liability to you, realize or sell or such of your funds or take all such actions as the Bank may deem fit, and accordingly you hereby irrevocably authorize the Bank to act on your behalf. The Bank is entitled to use the Bank's discretion and act in good faith in all aspects on sale or liquidation of your investments.
The Bank may at the its discretion and by instrument assign or transfer any or all of its rights and obligations under this agreement to any person outside the British Virgin Island as may be appointed by the Bank and thereafter you submit to the non-exclusive jurisdiction of the courts of such place. Any successor or permitted assigns shall have all the powers, rights, authorities, duties and obligations conferred upon and undertaken by the Bank under this agreement by this applicable law. Any and all attorneys-in-fact, agents, custodians or depositories of your investments previously acting for the Bank shall be deemed to continue to act in such capacity for and be authorised to accept Instructions from any successor in the Bank's place. Without prejudice to the foregoing, the Bank may also transfer all or part of its rights and obligations under this agreement and any amount in your accounts maintained with the Bank if the Bank reasonably considers that it is necessary for the Bank to comply with any Law or Regulation.
19. Interest and Calculating Interest
19.1 Unless otherwise expressly agreed, interest rates are variable on individual deposit and lending accounts and may be changed by the Bank.
19.2 The Bank may change its variable interest rates at all times without prior notice if such change is to your advantage.
19.3 Variable interest rates on deposit accounts can be reduced, and increased for loans and credit facilities, without notice, if:
(a) monetary or credit policy movements affect the general interest rate level;
(b) general interest rates move adversely for the Bank, including interest rates on the money and bond markets;
(c) the funding costs change;
(c) taxes, levies and duties or authorities' measures change; and subject to one month's prior notice;
(d) the Bank - without any connection to developments in the general interest level - changes its general interest rates and manner of establishing prices for business-related reasons, for instance to increase earnings, or to ensure more expedient utilization of its resources or capacity;
(e) increased costs connected with raising capital;
(f) higher contributions to guarantee schemes;
(g) a general, heightened credit risk for the Bank; or
(h) any changes occur in the specific circumstances used as the basis for determining the terms of your interest rate, such as changes in the amount and size of deposits, loans or credits.
19.4 We will advise you of any changes in interest rates by sending information to the email address last registered with the Bank or by publishing such changes on the Bank's website. Such changes will also be specified in the first statement of account of transactions on the account forwarded to you by the Bank after the changes have been published on the Bank's website or notified to you by email. If the term of notice regarding changes in interest rates on term deposits is shorter than the term of notice applying to you, then you may withdraw the funds in the relevant account within 14 days after you receive notice of the change. In such case there will be no deduction from the interest accrued. Details of our interest rates and details as to when we pay interest on the various types of deposit accounts and when we charge interest on loans and advances, a can be seen on the Bank's website. You may also obtain them by by writing to the email address email@example.com.
19.5 In calculating interest, the value date means the day on which the funds reach, or are withdrawn from, your account for the purpose of calculating interest, meaning the date from when the calculation of interest for an account begins (the "Value Date").
19.6 For transfers in US Dollars from other financial institutions, the Value Date is deemed to be the business day on which the Bank receives the funds. For transfers in other foreign currency between accounts in the Bank, the Value Date is deemed to be the business day on which the amount is deposited on the payee's account.
19.7 For transfers between own accounts with the Bank, the Value Date is deemed to be the business day on which the transfer is made.
19.8 For payments or transfer from an account, the Value Date is deemed to be the day on which the amount is withdrawn. For card payments or ATM withdrawals, the Value Date is deemed to be the day on which the amount is withdrawn from the account. Normally, this is the same day on which the purchase or withdrawal is made. If the card is used on a day that is not a business day, the value date is deemed to be the first business day after the purchase or withdrawal, as the case may be.
19.9 With respect to most types of accounts, the Bank will calculate and post interest on the balance of your account every day at the close of business. As concerns funds held in deposit accounts, the Bank normally adds interest at least once a year; for loans and advances, either monthly, quarterly or semi-annually. When posting the interest on the individual account, the Bank will either deposit or deduct the total interest to be paid or collected since the previous interest payment date.
19.10 The amount of interest added or deducted will appear from the statement of account or any other relevant statement.
19.11 The Bank may determine that an amount of interest below a certain minimum amount will not be credited/debited to the account. The Bank's rules for calculating interest can be seen on the Bank's website.
20. General Credit Provisions
20.1 You hereby agree that you shall not be entitled to withdraw or have any right to receive the deposits (including any renewal, extension or addition), interests, sums and rights you individually or through the Bank may now or hereafter have in or to any of your accounts, and any forward foreign exchange contract and the proceeds thereof (collectively the "Corporate Assets" ) unless all your present and future, joint or several, direct or indirect, actual or contingent, liabilities to the Bank have been discharged or sufficient collateral or deposits (including any margin) have been held by the Bank.
20.2 You shall not, for any period during which you have any liabilities to the Bank, charge, assign, sell, transfer, pledge or otherwise deal with or grant or suffer to arise any third party rights over or against all or any part of the Individual Assets or (as the case may be) Corporate Assets, which shall be reinvested in such deposit options as specified by the Bank.
The receipt by the Bank of any of your liabilities in a different currency shall discharge such liabilities only to the extent that, on the first day on which you are open for business immediately following such receipt, the Bank shall be able, in accordance with normal banking procedures, to purchase the currency of the liabilities with the currency received. If the amount of the currency so purchased shall be less than the amount of your liabilities, you shall, as a separate obligation and notwithstanding any judgment of any court, indemnify the Bank against any loss sustained by the Bank.
The Bank shall not be obligated to take any action herein described. The Bank may at its discretion at any time relinquish its rights as to any particular security given in respect of your liabilities without in any way affecting or prejudicing any of the Bank's rights hereunder.
FACILITIES AND SERVICES
The following sections outline some of the facilities and services which subject to availability may be offered by the Bank. The Bank may from time to time introduce other facilities and services to you, and at your request the Bank may allow you to utilise the same even if you do not provide the Bank with a written acknowledgement of any additional terms and conditions governing such facilities and services. Any facilities and services utilised by you will be subject to their respective additional terms and conditions and/or the terms set out in the following relevant sections insofar as they are applicable.
21. Current and Savings Accounts
21.1 A savings account is in the form of statement savings. A current account may be interest bearing or non-interest bearing.
21.2 You acknowledge that the Bank may from time to time require you to maintain an average monthly balance of all your accounts, failing which a fee may be charged or the Bank's interest payments to you may be adjusted.
21.3 You agree that the use of the current and savings accounts is subject to the requirements of all applicable laws and all rules, regulations, directions and guidelines issued by the Bank from time to time, including guidelines on the maximum number of accounts that may be opened, the minimum and maximum limits on deposit and withdrawal, and the minimum and maximum account balance and consequences of any of the applicable limits being exceeded.
If the minimum or maximum limit applicable to any current or savings is not complied with, the Bank may (but are not obliged to) effect transfer of funds amongst the relevant account and any of your other accounts maintained with the Bank without prior notice to you in order that the applicable limit will be complied with and you will pay such handling charge as the Bank may determine from time to time.
22. Call and Time Deposits
22.1 Call and time deposits may be made with the Bank or placed by the Bank. Precise terms and conditions for each deposit including interest rate, tenor, type of currency and any pre-determined exchange rate will be agreed at the time of its set-up and evidenced by the Bank's advice or confirmation issued under this agreement. The interest rate for Call deposits may be changed by the Bank from time to time without prior notice to you.
22.2 If the Bank does not receive from you any Instruction for renewal or withdrawal of any call or time deposit, the Bank may place the principal and interest on call deposit or on similar terms as the previous deposit at your prevailing interest rate on maturity.
22.3 A time deposit may not be withdrawn or terminated prior to maturity. Any request for withdrawal or termination prior to maturity is subject to the Bank's approval and the Bank may charge a fee that may result in deduction from the principal as the Bank deems appropriate.
23. Multicurrency and Multi-function Account
23.1 This account enables you to have access to deposit options and other services which the Bank may from time to time make available.
23.2 Call or time deposits may be located in British Virgin Islands or elsewhere as determined by the Bank, acting solely as your placement agent.
24. Credit Card Facilities
The Bank may issue credit or charge cards to you and persons nominated by you as supplementary cardholders to enable you to effect purchases of goods and services, drawing of cash advance and such other credit or charge card facilities. Any such card is the Bank's property and is not transferable and its use will be governed by the terms from time to time applicable to the use of such card.
25. Access to Accounts by Card or Code
25.1 The Bank may permit you to access, to give Instructions to the Bank and/or to effect transactions with respect to your accounts or other linked accounts by electronic means through the use of an access, credit or charge card (each a "Card"), the number of a Card (each a "Card Number") and/or a code (the "Code") at or through an appropriate terminal such as automated teller machines or other electronic medium such as telebanking services, mobile phone or internet. Each Card is the Bank's property and is not transferable and its use will be governed by the terms accompanying its dispatch to you or the cardholder.
25.2 Clauses 8, 9 and 10 of the Terms and Conditions apply here. You are also reminded that the entire Terms and Conditions apply to these terms, forming one Agreement.
26. Credit Facilities
26.1 Revolving credit facilities may be made available by the Bank through a revolving credit account on such terms as may be published by the Bank with respect to the relevant facility from time to time and which shall be repaid by you upon demand by the Bank.
26.2 You may only use the proceeds of each advance for establishing deposits in your account with the Bank on such terms and tenor (which must correspond with the tenor of the corresponding advance) as may be acceptable to the Bank (each a "Placement"). Each advance shall be for such tenor, and for such amount as the Bank may agree.
26.3 The ratio of (a) the aggregate of the outstanding amount (including accrued interest) at any time under the revolving credit facilities or otherwise under this account to (b) the aggregate of (i) the value of the eligible deposits (including for this purpose, accrued interest) maintained by you with the Bank under this account and (ii) the value of the deposits (including accrued interest) to be established or Placements to be made by you with the Bank from the proceeds of any part of such advances, multiplied by such percentage as may be prescribed by the Bank from time to time (the "loan-to-security" ratio), and in any event shall at no time exceed such limit as the Bank may stipulate from time to time. The Bank may at its discretion vary the amount of such limit or terminate the availability of the revolving credit facilities or any part thereof by notice to you.
26.4 You hereby agree and undertake to the Bank that:-
(a) in the event the loan-to-security ratio required under Clause 26.4 is exceeded, you will within two (2) business days of the Bank's notification, deposit with the Bank additional cash or other collateral in acceptable form in favour of the Bank so that the loan-to-security ratio is restored to the percentage required under Clause 26.4 to the satisfaction of the Bank;
(b) if at any time you fail to comply with the Bank's demand above:
(i) all amounts owing to the Bank under the revolving credit facilities or otherwise under this account will be due and payable forthwith without demand by the Bank; and
(ii) the Bank may liquidate all outstanding positions in your account on such terms and at such time as it may at its absolute discretion deem fit.
26.5 For the purposes of determining the loan-to-security ratio and your internal monitoring, you may adopt all mark-to market mechanisms having regard to prevailing market conditions including, without limitation, measuring your net position on all outstanding foreign exchange transactions, deposits (including for this purpose) and Placements daily against quotes on the relevant markets you consider to be appropriate and converting all the advances, deposits and Placements comprised in your account through which the revolving credit facilities are made available to you and collateral held by the Bank to a common reference currency (chosen by the Bank at its discretion). You hereby irrevocably accept your methods herein and the rates of exchange for the different currencies which shall be conclusive and binding on you, save for manifest error.
26.6 You will pay interest on any outstanding amount under the revolving credit facilities or otherwise under this account at such rate(s) and on such basis as from time to time conclusively determined by the Bank for the relevant facility. Interest on Placements and advances shall accrue on a daily basis and be paid in arrears on their respective maturity dates.
26.7 You may be required to pay an upfront fee for the availability of the revolving credit facilities or any part thereof in such amount as may be determined by the Bank.
26.8 All percentages set out in this Clause 26 may be amended from time to time by prior notice to you from the Bank and as also set out in Clause 19.
27. SWIFT transfers
27.1 You agree that the Bank may use any means or routes which the Bank in its sole discretion consider suitable to execute your transfer. The Bank hereby gives notice that transfers of funds may be executed through SWIFT or other forms of transfer as the bank deems fit.
27.2 You acknowledge that any Instruction sent or received via SWIFT will be subject to SWIFT rules and standards.
27.3 With respect to payment orders relating to the transfer which are executed through SWIFT, the SWIFT operating rules shall govern the payment orders.
27.4 In effecting any transfer through SWIFT, your data may be passed on to foreign banks and Authorities, governed by other Law and Regulation, in case any suspicion arises that a specific transaction concerns the financing of crime or terrorism.
28. Law and Jurisdiction
28.1 Each transaction or its underlying investment or instrument shall be subject to the laws of the jurisdiction where it is made or located and also the rules, regulations, codes and policies of all relevant governmental and other regulatory bodies and agencies, including applicable stock, commodity, futures, options, exchanges or markets, if any.
28.2 The Bank may by notice to you from time to time delete, replace, add or change any term of the Agreement and requirements for compliance by you without your prior approval, and you further authorise the Bank to do on your behalf such acts, deeds or things as the Bank may consider necessary to ensure due compliance with or implementation of such requirements. Notification required by any statutory or regulatory requirement may be in the form of an electronic notice, statement or advice insert, message by e-mail or through any other appropriate form determined by the Bank including press advertisement, display of notice on the Bank's website, or other means.
28.3 The Bank will not give any legal, tax or accounting advice to you regarding any of the Bank's facilities and services provided to you. You shall be responsible for any filing or other requirements of any jurisdiction relating to any of your investments, deposits or other contracts with you.
28.4 No relaxation, forbearance, delay or indulgence by the Bank in enforcing any of the terms and conditions of this agreement nor the granting of any time by the Bank to you shall prejudice, affect or restrict your rights and powers nor shall any waiver of any breach operate as a waiver of any subsequent breach. The Bank's rights and remedies herein provided are cumulative and not exclusive of any other rights or remedies provided by law.
28.5 Should there be any change to your information or data which you have provided to the Bank, you shall notify the Bank of such change as soon as possible by writing to the email address firstname.lastname@example.org.
28.6 If any provision of this agreement is void, illegal or unenforceable by any law to which it is subject, it shall not affect the remaining provisions of this agreement.
28.7 Subject to any express provision herein to the contrary, this agreement is governed by the law in effect from time to time in the British Virgin Islands. You hereby irrevocably submit to the non-exclusive jurisdiction of the British Virgin Islands Courts.