General Terms and Conditions for Banking Services

 


These General Terms and Conditions for Banking Services (General Terms and Conditions) set out the terms and conditions under which Bank of Communications Co., Ltd. Hong Kong Branch (the Bank agrees to open, maintain and provide bank accounts and banking services to its customers. Part A (Common Terms and Conditions) applies to all Accounts and Services (as defined below) and Part B (Specific Terms and Conditions) only apply if the customer uses or applies to use the relevant Account or Services. These Terms and Conditions supplement and form part of the Agreement (as defined below) between the Bank and the Customer (as defined below) in relation to the Accounts and/or Services.

 

The Agreement and these General Terms and Conditions together with any other specific terms and conditions applicable to particular types of Accounts and Services provided by the Bank to the Customer are binding on the Customer. If there is any inconsistency between the Agreement and these Terms and Conditions, these Terms and Conditions shall prevail.

 

Part A: Common Terms and Conditions

 

1.        Definitions and Interpretation

1.1      Unless the context otherwise requires:

           Account and Service means respectively any bank account and any banking service opened or set up or continued to be maintained or provided by the Bank for the Customer.

           Account Addressmeans, in relation to an Account or a Service, the correspondence address specifically designated by the Customer to be applicable to that particular Account or Service, as may be amended or changed from time to time, provided that if no such specific correspondence address is designated, the Account Address shall not be applicable to such Account or Service.

           Affiliatesmeans, in relation to the Bank, (i) any entity controlled, directly or indirectly, by the Bank; (ii) any entity that directly or indirectly controls the Bank or (iii) any entity directly or indirectly under common control with the Bank; and control of any entity or person means beneficial ownership directly or indirectly, of more that 50% of the issued ordinary or common share capital (or the like) of the entity or person and Affiliate shall be construed accordingly.

           Agreed Signing Arrangementmeans the signing arrangement of a particular set of Authorized Signatory(ies) stipulated by the Customer and accepted by the Bank for or in connection with the operations of an Account with the Bank or (as the case may be) the provision of a Service by the Bank, subject to such changes as may be agreed by the Bank from time to time.

           Agreementmeans the Agreement for General Banking Services or (as the case may be) the Agreement for General Banking Services and Electronic Finance Services or (as the case may be) the Agreement for General Banking Services and General Investment Services entered into between the Bank and the Customer.

           Applicable Lawmeans all statues, enactments, by-laws, rules, regulations, notifications, circulars, judgments, orders, ordinances, guidelines, policies, directions (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any Authority, as applicable and as amended or supplemented from time to time.

           Authority means the government of Hong Kong or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory (including self-regulatory) or supervisory body or commission, central bank or banking commission, court or other entity exercising statutory, regulatory, judicial, administrative, taxing or supervisory powers or functions of or pertaining to government, or other regulatory body, exchange, clearing house or market operated by such exchange, industry or other agency which in the opinion of the Bank, has jurisdiction over the Bank Group, the Customer, the Service and/or the Account.

           Authorized Representative(s)means, where the Customer is a limited company or other body or entity acceptable to the Bank, the person(s) designated as such by the Customer for the purpose of giving notice or communication to the Bank under Clause 5.7 of this Part A. The designation of the Authorized Representative(s) and the related Signing Instruction shall be subject to such changes as may be agreed by the Bank from time to time.

           Authorized Signatory(ies) means the authorized signatory(ies) appointed by the Customer and accepted by the Bank for or in connection with the operations of an Account with the Bank or (as the case may be) provision of a Service provided by the Bank, subject to such changes as may be agreed by the Bank from time to time.  For the avoidance of doubt, in case where the Customer consists of two or more persons, such Authorized Signatory(ies) may include such person or (as the case may be) any one or more of such persons. Unless the context does not allow, the term Authorized Signatory(ies) shall mean the Authorized Signatory(ies) concerned together with his/her/their related specimen signature(s) on record with the Bank.

Bank means Bank of Communications Co., Ltd. Hong Kong Branch and any of its offices or branches in HKSAR and includes its successors and assigns.

           Bank Group means the Bank and its Affiliates and any of their branches/sub-branches.

           Business Day means any day on which banks in HKSAR are open for business.

           Consolidated Statement Address means the address specifically designated by the Customer and agreed by the Bank to be the address for receiving a consolidated statement, as may be effectively amended by the Customer from time to time by notification to the Bank pursuant to the provisions of the Relevant Terms and Conditions; and in the absence of such specific designation, the Consolidated Statement Address shall be that of the Correspondence Address.

           Customer means the person or each person in whose name an Account is opened or maintained or a Service is set up or provided by the Bank and, where the context permits, includes the Authorized Signatory(ies), the Authorized User(s) and the Authorized Representative(s).

           Correspondence Address means the correspondence address specified as such by the Customer in the Agreement or any document acceptable by the Bank, as may be effectively amended by the Customer from time to time by notification to the Bank pursuant to the provisions of the Relevant Terms and Conditions.

           HKSAR means the Hong Kong Special Administrative Region of the People Republic of China.

           Hong Kong Dollars means the lawful currency in HKSAR at the relevant time.

           Relevant Terms and Conditions means the terms and conditions governing the operations of the relevant Account with the Bank or (as the case may be) the provision of the relevant Service by the Bank including, without limitation, these General Terms and Conditions. For the avoidance of doubt, such Relevant Terms and Conditions include (but without limitation) provisions contained in the Agreement whereby the relevant Account or (as the case may be) the relevant Service is set up or continued to be provided or maintained for the Customer.

           Signature Number or Sign. No. means the number assigned by the Bank to represent a particular set of Authorized Signatory(ies) together with the relevant Agreed Signing Arrangement.

           Signing Instruction means, in relation to the Authorized Representative(s), the signing arrangement as between the Authorized Representative(s) as stipulated by the Customer and accepted by the Bank.

1.2      Headings are inserted in the Relevant Terms and Conditions (including this Part A) for convenience of reference only and shall not affect the construction of the provisions of the Relevant Terms and Conditions (including this Part A).

1.3      Unless the context otherwise requires:

(a)    words denoting the singular include the plural and vice versa;

(b)    words importing a gender include every gender;

(c)     the word Person includes any individual, company, firm, partnership, joint venture, association, sole proprietorship or other incorporated or unincorporated entity.

 

2.       Application

2.1     The Bank may from time to time upon a Customer's application open any Account and/or provide any Service at its sole and absolute discretion. The Bank may refuse an application for an Account and/or Service for any reason. Any Account and/or Service opened, maintained and/or set up shall be upon and subject to the Agreement and the Relevant Terms and subject to such other conditions and requirements as the Bank thinks fit.

2.2      To enable the Bank to consider whether to open and/or provide the Customer with any Account and/or Service, the Customer is required to supply to the Bank from time to time the following documentation and information:

(a)    the Agreement together with any specific application form(s) for the relevant Account and/or Services duly completed and signed by the Customer;

(b)    a self-certification from the Customer and/or the Customer's owner(s) or shareholder(s) as to his/their status in the Bank's prescribed form or in such other form agreed by the Bank, or such other documentary evidence acceptable to the Bank; and

(c)     all documentation and other information required by the Bank for the purpose of performing the due diligence and identification procedures in relation to the Customer in accordance with all Applicable Laws and its internal policies (including, but not limited to, verification of the identity of the Customer or, as the case may be, owner(s) or shareholder(s) of the Customer and source of funds and the nature of business of the Customer).

2.3     The Customer agrees that the operation of the relevant Account and the use of the Service fully complies with and adhere to all Applicable Laws.

2.4      The Customer hereby warrants, represents and undertakes that:

(a)    all information (written or otherwise) furnished by the Customer to the Bank at any time is true and accurate in all material respects and does not omit material facts;

(b)    the Customer will from time to time provide such information and documents (including any self-certification) as the Bank may from time to time require or deem necessary for the purpose of compliance with any Applicable Law or any obligations imposed on any member of the Bank Group under any present or future contractual or other commitment with any Authority or compliance with the Bank's internal policy and procedures;

(c)     the Customer will promptly notify the Bank in writing of any change in circumstances that results in any change in any information furnished to the Bank or any change in the status of the Customer (including any change in nationality tax residence status or residence status, residence address and mailing address, telephone or facsimile number and email address) and where the Customer is a company, any change in its constitution, shareholders (including any change in tax residence status), directors or company secretary, or the nature of the Customer's business.

2.5      If the Customer consists of two or more persons, the following provisions shall apply:

(a)    the obligations and liabilities of such persons under the Agreement and/or the Relevant Terms and Conditions or in connection with any transaction or contract made under the Agreement and/or the Relevant Terms and Conditions shall be joint and several and any demand made by the Bank to any one or more of the Customer so jointly and severally liable shall be deemed to be demand made to all such persons constituting the Customer;

(b)    the Bank is at liberty to release or discharge any one or more of the persons constituting the Customer from liability under the Agreement and/or the Relevant Terms and Conditions or to compound with, accept compositions from or make any other arrangements with any of such persons without in consequence releasing or discharging one or more person(s) constituting the Customer from the Agreement and/or the Relevant Terms and Conditions or otherwise prejudicing or affecting the Bank's rights and remedies against the other person(s);and

(c)     the Bank's set off right hereunder may be exercised against any one or more of such persons such that money, property or proceeds otherwise payable to the Customer may be applied by the Bank in or towards the satisfaction of any obligations or liabilities owing to the Bank by any one or more (albeit not all) of the persons comprising the Customer.

2.6      If the Customer is an association, committee or other unincorporated body, the Agreement and/or the Relevant Terms and Conditions shall remain in full force and effect and shall be binding on the Customer, notwithstanding any change in membership or constitution of the Customer.

2.7      The Customer hereby warrants and represents that:

(a)    if the Customer is a limited company or other incorporated or unincorporated body, the Customer has been duly established in accordance with all Application Laws;

(b)    all acts, conditions and things required to be done, performed and observed in order that the Agreement and/or the Relevant Terms and Conditions shall constitute the legal, valid and binding obligations of the Customer enforceable in accordance with its terms have been done, performed and observed in strict compliance with all Application Laws and (if applicable) the constitutional documents of the Customer.

 

3.       Instruction

3.1     Any instruction from the Customer or any Authorized Signatory(ies) on behalf of the Customer (when they signed as per the relevant Agreed Signing Arrangement) or any Authorized Representative(s) (when they signed as per the relevant Signing Instruction) shall be given in the manner or pursuant to the arrangement(s) as from time to time agreed and accepted by the Bank. Without prejudice to the Bank's right to refuse to accept the instruction under the Agreement and/or the Relevant Terms and Conditions, the Bank shall be entitled not to accept the instruction not so given except where the Bank otherwise agrees.

3.2      The Customer agrees and confirms that, if in the Bank's sole opinion, any instructions to act or not to act, or any document presented to the Bank or any transaction contemplated herein involves or may involve any illegal or unlawful activities including money laundering, drug-trafficking, terrorist financing, bribery, corruption or other activities that are prohibited or are deemed illegal or unlawful by any Applicable Law, or may constitute a breach or violation of economic or trade sanctions imposed by any Authority, the Bank has the absolute right:

(a)    not to act on any instruction or enter into or conclude any transaction with the Customer or any person;

(b)    to delay, block or refuse to make any payment under or in connection with such instruction or transaction;

(c)     not to handle or process such instruction or transaction or the documents, and the Bank shall not be liable for any delay or failure to pay, process or return such documents or for any related disclosure of information.

3.3      The Customer agrees and acknowledges that the Bank Group are required to act in accordance with Applicable Laws and that the Bank Group may take such action as it considers appropriate in accordance with or by reference to all such Applicable Laws and requests of Authority. The Bank may:

(a)    investigate any instructions, payment messages and other information provided to or passed through  the Bank; or

(b)    report suspicious transactions to the relevant Authority without reference to or knowledge of the Customer and free of any liability whatsoever to the Customer or any person.  

 

4.      Authorized Signatory(ies), Agreed Signing Arrangement and Signature Number

4.1      The Authorized Signatory(ies) (when they signed as per the relevant Agreed Signing Arrangement) shall have full authority on behalf of the Customer to deal with the Bank in respect of any matter whatsoever concerning or arising from the relevant Account or (as the case may be) the relevant Service (Reference Account or to give to the Bank any directions, orders or instructions of whatever nature (in the form of standing instruction or otherwise) relating thereto and/or enter into all types of agreements with the Bank in connection with the aforesaid matters, including but not limited to:

(a)    the closing of the relevant Account of whatever type with the Bank or the termination of the relevant Service;

(b)    any change of the Account Address (if applicable) of the relevant Account or Service; and

(c)     where the Customer is a limited company and the Authorized Signatory(ies) has/have signed as per the Agreed Signing Arrangement with the highest level of authorization of the Reference Account:

(01)  the opening of one or more new Account(s), provided that the Authorized Signatory(ies) (and his/her/their specimen signature(s)) and the Agreed Signing Arrangement for such new Account(s) shall be the same asthose of the Reference Account and not otherwise; and

(02)  the applying of issuance of a consolidated statement covering such new Account(s);

but excluding:

(i)     the application for opening of new account or (as the case may be) setting up of new service, save as otherwise mentioned in Clause 4.1(c)(01) above or provided in the Relevant Terms and Conditions; and

(ii)    any change of the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement or any change of the Authorized Representative(s) and/or his/her/their specimen signature(s) and/or the relevant Signing Instruction; and

(iii)   any change of the Consolidated Statement Address, Correspondence Address or contact numbers or other details of the Customer, save as otherwise provided in the Relevant Terms and Conditions.

4.2     Unless otherwise agreed to by the Bank or save as otherwise provided in the Relevant Terms and Conditions, any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or an Agreed Signing Arrangement and/or application for any new account or (as the case may be) new service shall only be effected as and when:

(a)    the Bank shall have received (i) in the case where the Customer consists of several persons, written instructions from the Customer or, as the case may be, all the persons comprising the Customer; (ii) in the case where the Customer is a limited company, a certified true extract of the board resolution of the Customer; and (iii) in any other case, such duly authorized written instruction from the Customer in form and substance satisfactory to the Bank, requesting the Bank for such change or application; and

(b)    the Bank shall agree to give effect to such change or application.

4.3      The Bank may at its absolute discretion assign one or more Signature Numbers to the Customer.  Each Signature Number shall represent an agreed set of Authorized Signatory(ies) and the relevant Agreed Signing Arrangement. Such set of Authorized Signatory(ies) and Agreed Signing Arrangement may be designated specifically by the Customer or may be designated by the Customer by reference to the set of Authorized Signatory(ies) and the relevant Agreed Signing Arrangement of any existing Account or Service.  In the latter case, the Customer shall be deemed to have applied the relevant Signature Number to such existing Account or Service.

4.4      The Customer may, subject to the absolute discretion of the Bank, designate the Authorized Signatory(ies) and the Agreed Signing Arrangement of any Account or Service by applying a Signature Number of the Customer to such Account or Service.  For the avoidance of doubt, in such event, the Authorized Signatory(ies) and the Agreed Signing Arrangement applicable to the relevant Account or Service shall be such set of Authorized Signatory(ies) and Agreed Signing Arrangement as represented by the relevant Signature Number.

4.5      Any effective change in the Authorized Signatory(ies), his/her/their specimen signature(s), or the relevant Agreed Signing Arrangement under a Signature Number shall apply to all Accounts and Services using the same Signature Number.  For the avoidance of doubt, all other Accounts and Services using other Signature Numbers shall not be affected thereby, and the closure or termination of any Account or Service using a Signature Number shall not affect the other Accounts and Services using the same Signature Number.

4.6      Notwithstanding that more than one Account and/or Service may be established under the same document or agreement, the Customer may, subject to the absolute discretion of the Bank, apply a different Signature Number to each such Account and/or Service. 

4.7      In case the set of Authorized Signatory(ies) and the relevant Agreed Signing Arrangement of an Account or Service (the Relevant Account and/or Service are described as the same as those of  a Reference Account, if there is any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Reference Account, the  corresponding Authorized Signatory(ies), his/her/their specimen signature(s) and/or the relevant Agreed Signing Arrangement of the Relevant Account and/or Service shall be deemed to change accordingly without the necessity of any reference to the Customer, provided that the closure of the Reference Account shall not affect the continuity or effectiveness of the Authorized Signatory(ies) and the Agreed Signing Arrangement of the Relevant Account(s) and/or Service(s).

4.8      In respect of any of the Services, if the Agreed Signing Arrangement thereof shall consist of two or more levels of authorization, all and any of such levels of authorization shall be equally effective as the Agreed Signing Arrangement of such Service.

4.9      Notwithstanding that the Account(s) and Service(s) may be established simultaneously under one single document or agreement, the Authorized Signatory(ies) and the Agreed Signing Arrangement of each and every Account and Service will be treated as independent by the Bank so that any change in the Authorized Signatory(ies) and/or his/her/their specimen signature(s) and/or the Agreed Signing Arrangement for any Account or Service will not affect the others.

4.10    The Customer agrees to ratify at all times all acts, deeds, directions, orders or instructions given by any or all of the Authorized Signatory(ies) in accordance with Clause 4.1 above and acknowledges that the same shall at all times be binding on the Customer.

4.11    The Authorized Signatory(ies) shall have continuous authority and powers to deal with the Bank in accordance with Clause 4.1 above until and unless the Bank shall have actually received written notice to the contrary in the prescribed form and duly signed by the Customer in accordance with Clause 4.2 above and the Bank shall have notified the Customer of the Bank's acceptance of, or have actually accepted and acted upon, such contrary notice. 

4.12    Notwithstanding anything contained herein, the Customer agrees and acknowledges that the Bank shall have the absolute right at any time, without prior written notice or giving any reason therefor, not to accept any order, request or instruction from all or any of the Authorized Signatory(ies).

 

5.       Notice

5.1     Any notice or other communication to the Customer in connection with any Account or (as the case may be) any Service may be given by the Bank to the Customer orally or in writing.  Written notice to the Customer may be by letter, by way of advertisement in the newspaper or posting notices in banking halls of offices or branches or through such other means as the Bank deems fit.  When giving any notice or other communication to the Customer by letter in connection with any Account or Service, the Bank shall be entitled to dispatch the same to the last known Correspondence Address of the Customer, provided that

(a)    if an Account Address is designated by the Customer in respect of a particular Account or Service, the Bank may, but is not obliged to, send notices or communications in connection with the relevant Account or Service to the designated Account Address (as opposed to the Correspondence Address);

(b)    if the Customer has designated a Consolidated Statement Address in respect of certain Accounts, the Bank may, but is not obliged to, send statements of account or other communications in relation to such Accounts to the Consolidated Statement Address (as opposed to the Correspondence Address or the Account Address); and

(c)     if the Customer has elected to receive a consolidated statement in relation to his  Accounts, the Bank may, but is not obliged to, allow the person authorized by: (i) (if the Customer consists of more than one person) any one of the persons comprising the Customer; or (ii) the Authorized Representative(s) of the Customer (when signed in accordance with the Signing Instruction) to collect the statements of account in person from the Bank.

5.2      Oral notice or communication shall be deemed to have been duly given to and received by the Customer when any officer or agent acting for the Bank verbally notifies, whether in  person  or  through  the  telephone,  the  Customer  or  any  one  of  his  Authorized Signatory(ies) or any person believed by such officer or agent in good faith to be the Customer or any one of his Authorized Signatory(ies).

5.3      Subject to the provisions in Clause 5.5 below, written notice or communication shall be deemed to have been duly sent to and received by the Customer: (a) if delivered personally, at the time of such delivery; (b) if sent by letter postage prepaid, 48 hours after posting (for a Customer with a Correspondence Address, Account Address or (as the case may be) Consolidated Statement Address outside HKSAR, 7 days after posting); (c) if sent by facsimile, at the time of despatch; (d) if sent by cable, 24 hours after despatch; and (e) if sent by any other telecommunication means, at the time of despatch.

 

5.4      Subject to the provisions in Clause 5.5 below, any written notice or communication from the Bank to the Customer shall be deemed duly sent to the Customer if it is sent to the Customer at the Correspondence Address, Account Address, Consolidated Statement Address, facsimile number or e-mail address of the Customer stated in the Agreement and/or such other address, facsimile number or e-mail address from time to time notified by the Customer to the Bank in accordance with Clause 5.7 below.

5.5      All written notices and announcements by the Bank shall be deemed duly made and effectively communicated to the Customer if published on newspaper or displayed at banking hall of the offices or branches as the Bank may in its absolute discretion

           determine.

5.6      If the Customer shall consist of more than one person, any written notice or other written communication sent to the Correspondence Address, Account Address, Consolidated Statement Address, facsimile number or e-mail address set out in the Agreement or to any one person comprising the Customer at the last known address, facsimile number or e-mail address of such person from time to time or to such other address, facsimile number or e-mail address as may have been notified by the Customer to the Bank in accordance with the provisions of the Relevant Terms and Conditions, shall be deemed effectively sent to the Customer.

5.7      Subject to the provisions in Clauses 5.8 and 5.9 below, any notice or communication from the Customer to the Bank shall be in writing.  Such notice shall be addressed and delivered to the Bank at its principal place of business or such other offices or branches in HKSAR for the time being selected by the Bank and notified to the Customer or by such other means acceptable to the Bank and shall be deemed to have been received only upon actual receipt by the Bank.

5.8      Subject to the provisions in Clause 5.9 below, any notice or communication from the Customer relating to any Account or Service shall be signed as per the applicable Agreed Signing Arrangement, provided that if the notice or communication is relating to the change of the Consolidated Statement  Address, Correspondence Address, contact numbers or other details of the Customer,

(a)    the Bank may require the Customer to give and sign the notice or communication personally;

(b)    if the Customer consists of more than one person, the Bank may require any one of the persons comprising the Customer to give and sign the notice or communication in favour of the Bank, and any such notice or communication so given and signed shall be binding upon the Customer absolutely;

(c)     if the Customer is a limited company or any other body or entity acceptable to the Bank, the Bank may require the Authorized Representative(s) of the Customer to give and sign in accordance with the Signing Instruction the notice or communication in favour of the Bank, and any such notice or communication so given and signed shall be binding upon the Customer absolutely.

5.9      The Bank may from time to time expressly agree (subject to any specific requirements from time to time prescribed by the Bank) any notice or communication from the Customer to the Bank (including those relating to the change of the Correspondence Address, the Consolidated Statement Address, the contact numbers or other details of the Customer) to be given other than in accordance with Clause 5.7 or 5.8.

 

6.       Records Conclusive

           The books and records of the Bank (including but not limited to any tape recording and any handwritten information recorded by the Bank's staff in the course of their dealing with the Customer) shall be conclusive and binding on the Customer, save for manifest error, for all purposes and in all courts of law.

 

7.       Advice, Statement and Confirmation Conclusive

7.1      The Customer shall have a duty to examine and verify the correctness of each and every entry in any advice, statement or confirmation issued by the Bank to the Customer regarding any transactions and/or other incidental matters thereto and to notify the Bank immediately in writing of any entry which the Customer considers wrongful, irregular and/or unauthorized. Unless the Bank shall have actually received such notice within 90 days of the date of issuance of the advice, statement or confirmation containing the entry concerned, the Customer shall not be entitled to dispute any transaction and/or entry recorded in the advice, statement and/or confirmation on whatever grounds (in particular, but without limitation, on the ground of the transaction and/or entry being carried out or made without the authorization of the Customer) provided always that the Bank shall have the absolute right (but shall not be bound) at any time to rectify any erroneous entry.

7.2      Nothing in Clause 7.1 above or contained herein or contained in any Relevant Terms and Conditions shall affect the Customer's right of recourse in relation to:

(a)    unauthorized transactions arising from forgery or fraud by any third party including any employee, agent or servant of the Customer and in relation to which the Bank has failed to exercise reasonable care and skill; or

(b)    unauthorized transactions arising from forgery or fraud by any employee, agent or servant of the Bank; or

(c)     other unauthorized transactions arising from the wilful default or negligence on the part of the Bank or any of its employees, agents, or servants.

 

8.       Clauses Severable

           Each of the clauses and provisions of the Agreement and/or the Relevant Terms and Conditions is severable and distinct from the others and if at any time one or more of such clauses or provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

 

9.       Force Majeure

           Neither the Bank nor the Customer shall be liable for any loss sustained by the other, directly or indirectly, if either is prevented from acting as a direct or indirect result of governmental restrictions, the imposition of emergency procedures or suspension of trading by any relevant market, civil disorder, act or threatened act of terrorism, natural disaster, war, strike or other circumstances beyond the party's control.

 

10.     Personal Data

10.1    The Customer agrees and acknowledges that he/she/they has/have noted and will note the content of a notice relating to the Personal Data (Privacy) Ordinance issued by the Bank (the Noticeincluding the same as may be updated or varied by the Bank from time to time) and on display in the Bank's banking halls of offices or branches or otherwise made available to the Customer and agrees that it is necessary to supply the Bank with data in connection with the opening or continuation of the Account(s) or the Service(s). The Customer further authorizes the Bank or any of its Affiliates to use his/her/their data for the purposes set out in the Notice and such other purposes directly or indirectly relating to any transaction or other matter in connection with any Account or (as the case may be) any Service.  The Customer notes that data held by the Bank or any of its Affiliates will be kept confidential but permits the Bank or any of its Affiliates to provide such information to the persons listed in the Notice or any other person(s) (including debt collecting agent(s)) for the purposes set out in the Notice or in compliance with any Applicable Laws.

10.2    In addition to Clause 10.1 above, the Bank and its Affiliates and their respective employees, agents and representatives are hereby further authorized to and may, at its discretion, provide and divulge information (including credit balance and transactions conducted) in respect of the Customer or in connection with any Account or (as the case may be) any Service or any transaction made thereunder in writing or otherwise, to (a) any other banks, financial institutions, debt collection agencies, agents, credit providing companies, credit reference agencies, service providers or contractors; (b) any Authority or any person pursuant to Applicable Law in any jurisdiction or pursuant to any agreement or arrangement that the Bank or any of its Affiliates have or may have in the future with any Authority, whether local or foreign governmental, regulatory,  tax, law enforcement or other authorities, or self-regulatory or industry bodies or associations of financial services providers, whether imposed by law or assumed by the Bank or any of its Affiliates for the protection of its financial, commercial, business or legitimate interests in or related to such jurisdiction; and (c) any persons who are engaged by the Bank to provide services to the Bank for maintaining or operating the Account(s)

           and/or Service(s) for the Customer.

10.3    The Customer confirms and warrants that, in respect of any information provided to  the Bank that relates to a third party (including any Authorized Signatory(ies), shareholder, director, or associate of the Customer), the Customer has obtained the consent of such third party to the provision of such information to the Bank for the purposes set out in this Clause 10 and for disclosure to such persons as stipulated in this Clause 10.

10.4    The Customer further authorizes the Bank to contact any of his/her/their employers (if applicable), other banks, referees or any other sources for the purpose of obtaining or exchanging any information and to compare the information provided by the Customer with other information collected by the Bank for checking purposes.  The Bank is entitled to use the result of such comparison to take any action which may be adverse to the interest of or against the Customer or any of them (if the Customer consists of more than one person).

10.5    The Customer consents to his/her/their data being transferred to another jurisdiction outside HKSAR and to any matching procedures being carried out in respect of such data. The Customer acknowledges that a business support centre (centre operated and managed by the Bank's wholly owned subsidiary (incorporated in China) has been established in China to provide service support to the Bank. The processes performed by the centre are mainly labour intensive or standard, less complex data processing activities and the Bank will remain fully responsible for the integrity of processes as well as the security and confidentiality of customers?data.  The staff of the centre responsible for providing support services will give strict undertaking to the Bank to ensure that all customers' data will be kept confidential.  No customers' data will be disclosed to third parties, except as required by applicable law, or to such persons and used for such purposes as set out in the Relevant Terms and Conditions. The operation of all Account(s) of the Customer and all Service(s) to the Customer will remain unchanged.

10.6    The Customer expressly authorizes the Bank to record by tape or other devices all communications between the Customer and/or any authorized person(s) with the Bank by telephone from time to time, including any communication through the Bank's telephone hotline, and further agrees that if a dispute arises at any time in relation to the contents of any such communication, the recording of such communication, or a transcript thereof certified as a true transcript by the Bank's officer, shall be conclusive evidence between the Bank and the Customer as to the contents and nature of such communication unless and until the contrary is established, and may be used as evidence in such dispute.

10.7    The Customer may withdraw all or any of his/her/their consents or authorizations given in Clauses 10.1 to 10.5 by giving to the Bank at least 30 days?prior written notice.  The Customer acknowledges that upon such withdrawal, the Bank may not be able to open or continue the Account(s) or the Service(s) for or to the Customer.

10.8    The Customer shall immediately inform the Bank in writing of any change in the name identification number or address of any of his Authorized Signatory(ies), shareholders or directors .

10.9    For the purpose of this Clause 10, all references to Customer shall be construed to include each of its Authorized Signatory(ies) and Authorized Representative(s).

 

11.     Indemnity from the Customer

           In the absence of wilful misconduct or negligence by the Bank, the Customer shall indemnify and keep the Bank indemnified from and against all loss, damage, reasonable expenses (legal or otherwise), actions, demands, claims, proceedings whatsoever which the Bank may suffer, reasonably incur or sustain, whether actual or contingent, as a result of or arising from:

(a)    any breach or default on the part of the Customer in the discharge or performance of its undertakings and obligations in or under the Agreement and/or the Relevant Terms and Conditions;

(b)    any representation, warranty or statement by the Customer in the Agreement and/or the Relevant Terms and Conditions or any other document (including self-certification) delivered by or on behalf of Customer is or proves to have been incorrect or misleading when made or deemed to be made; or

(c)    any transactions, contracts or services entered into and/or provided by the Bank under any Account or (as the case may be) any Service or as a result of maintaining or continuing any Account or Service.  The Customer shall pay to the Bank on demand all sums (whether actual or contingent) so suffered, incurred or sustained by the Bank (whose determination shall be conclusive and binding on the Customer, save for manifest error) together with interest accrued thereon from the date when the same were first paid or incurred by the Bank until actual payment in full by the Customer at the rate for unarranged overdraft as specified in the relevant schedule of fees published by the Bank from time to time and to be made available to the Customer upon request.

12.     Set-off and Lien

12.1    In addition and without prejudice to any general or banker's lien, right of set-off or similar right to which the Bank is entitled by law, the Bank shall have the right and is hereby authorized at any time and from time to time hereafter when any sum is due but unpaid by the Customer or when the Customer has breached any provisions whether under the Relevant Terms and Conditions or any other agreement with the Bank, without notice to the Customer (any such notice being expressly waived) to:

(a)    apply any credit balance on any account (whether in the name of the Customer or jointly with other(s)) at any office or branch of the Bank whether in or outside HKSAR; and/or

(b)    set-off any of the liability of the Bank to the Customer including but not limited to such of the liability (whether actual or contingent) arising from any transaction

           in or towards satisfaction of the Customer's obligations and liabilities, whether actual or contingent, future or existing, due or owing to the Bank alone or jointly with other(s), whether under or pursuant to the Agreement and/or the Relevant Terms and Conditions or otherwise. Where such set off and/or application of credit balance requires the conversion of one currency into another, such conversion shall be calculated at the then prevailing spot rate of exchange as determined by the Bank in its absolute discretion.

12.2    Further, the Bank may be entitled to retain all or any securities, valuable or any other property whatever and wherever situate which may be deposited with or otherwise held by the Bank or in the name of the Customer or any one or more of them whether for safe custody or otherwise and to sell the same or any part thereof at such price as the Bank shall determine whether by public auction, private treaty or tender and the Bank may engage such agent or broker therefor and apply the proceeds thereof to set off any or all sums owing from the Customer to the Bank under and/or arising out of any transaction entered into under the Agreement and/or the Relevant Terms and Conditions after first deducting all reasonable costs and expenses reasonably incurred by the Bank.

 

13.     Time, Rights Cumulative, Waivers, etc.

           Time shall be of essence as regards any obligation of the Customer under the Agreement and/or the Relevant Terms and Conditions or under any transaction in connection with any Account or (as the case may be) any Service. But no delay or omission on the Bank's part in exercising any right, power, privilege or remedy under the Agreement and/or the Relevant Terms and Conditions shall impair such right, power, privilege or remedy, or be construed as a waiver of it, nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any further exercise of it or the exercise of any other right, power, privilege or remedy. The rights, powers, privileges and remedies under the Agreement and/or the Relevant Terms and Conditions are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.

 

14.     Payment Not Subject to Deduction

           All sums payable by the Customer under the Agreement and/or the Relevant Terms and Conditions shall be paid to the Bank in HKSAR and in Hong Kong Dollars or otherwise as the Bank may from time to time direct in full, free and clear of any present or future taxes, levies, imposts, duties, charges, fees or withholding and without set off or counterclaim or any restriction, condition or deduction whatsoever.  If the Customer is required by any Applicable Law to make any deduction or withholding, the Customer shall promptly pay to the Bank such additional amount as will result in the net amount received by the Bank being equal to the full amount which would have been receivable had there been no deduction or withholding. Any additional amount paid under this Clause 14 shall not be treated as interest but as agreed compensation.

 

15.     Transactions in Cash

           All transactions in cash between the Bank and the Customer or any other person dealing with the Bank shall be settled by rounding the amount down to the extent necessary to the nearest integral multiple of ten cents. The Bank or, as the case may be, the Customer or such other person shall receive a full discharge by payment in cash of the rounded-down amount for the amount of the obligation sought to be discharged including any odd cents which are not, by virtue of the rounding-down, paid. This shall not affect transactions by cheque or other means of payment which may still include amounts in odd cents.

 

16.     Fees and Charges

16.1    The Bank may impose such fees, charges and/or commissions for the operation or maintenance of any Account with the Bank or for the provision or maintenance of any       Account or Service by the Bank at such standard rate as specified in any schedule of fees published by the Bank from time to time, provided that the Bank may vary the amount of fees or their basis of calculation upon not less than 30 days' prior written notice (unless in the case where a variation is not within the Bank's control, upon reasonable notice) to the Customer. Such schedule of fees shall be made available to the Customer at any time upon request. Any fees, charges and/or commissions so imposed by the Bank shall be payable by the Customer on demand.  

16.2    The Customer hereby authorizes the Bank (without prior written notice or reference to the Customer) to deduct such fees, charges and/or commission from any one or more of the Accounts.

 

17.     Debt Collection

           The Bank shall be entitled to employ debt collecting agent(s) to collect any sum due but unpaid by the Customer under the Agreement and/or the Relevant Terms and Conditions.  The Customer hereby agrees, and acknowledges that the Customer has been warned, that the Customer shall indemnify and keep the Bank indemnified on a full indemnity basis against all reasonable costs and expenses which the Bank may reasonably incur in employing debt collecting agent(s).

 

18.     Amendments to the Agreement and/or the Relevant Terms and Conditions

18.1    The provisions or schedules contained in the Agreement and/or Relevant Terms and Conditions can be amended at any time in such manner and to such extent as the Bank may from time to time in its absolute discretion think fit. Notice of such amendment shall be deemed duly and effectively given to the Customer in accordance with Clause 5 of this Part A. Any amendments to such terms and conditions made by the Bank shall take effect and be binding on the Customer immediately upon notice to the Customer provided always that (a) the amendments which affect fees and charges shall be notified to the Customer in accordance with Clause 16.1 of this Part A and (b) the amendments which affect the liabilities or obligations of the Customer shall not take effect until not less than 30 days' prior written notice has been given to the Customer.

18.2    Where the Customer refuses to accept the amendment and chooses to terminate the relevant Account(s) or (as the case may be) the relevant Service(s) to which the amendment relates within a reasonable period, the Bank shall, on application of the Customer, repay any annual or other periodic fee (if any), which can be separately distinguished, paid in advance in relation to such Account(s) or (as the case may be) Service(s) on a pro rata basis unless the amount involved is minimal.

 

19.     Liability of the Bank

19.1    In the absence of wilful misconduct or negligence by the Bank, the Bank shall not be liable for any loss or damage (direct or otherwise) suffered by the Customer or any other person as a result of:

(a)    the cancellation of all or any Account or (as the case may be) any Service; and/or

(b)    the withdrawal or suspension of any transaction of the Customer or for any failure or delay to effect or execute any instruction or order from the Customer where it is attributable, either directly or indirectly, to any circumstances or events outside the control of the Bank or it would, or might in the Bank's sole opinion, constitutes a breach or violation of any Applicable Law or any economic or trade sanctions imposed by any Authority; and/or

(c)     any mechanical, electronic or other failure, malfunction, interruption, inaccuracy or inadequacy of the Bank's telecommunication and computer system or other equipment or its installation or operation; any incomplete or erroneous transmission of any instruction or order of the Customer or any error in the execution of any such instruction or order nor for any delay, loss (including loss of profit or any economic loss), expenses or damages whatsoever incurred or suffered by the Customer as a result thereof; and/or

(d)    any delay, interruption or suspension howsoever caused by any third party, including but not limited to service providers or equipment suppliers, which interferes with, affects or disrupts the performance of the Bank hereunder.

19.2    The Customer hereby agrees and confirms that if at any time and for any reason the Bank determines that it shall be required by any Applicable Law to make any deduction or withholding from any payments payable to the Customer by the Bank (whether as principal or as agent for a third party or otherwise), the Bank shall be entitled to make such deduction or withholding without consent or further reference to the Customer. The Bank shall not be required to increase any payment in respect of which it makes such a deduction or withholding or otherwise compensate the Customer of the payment for that deduction or withholding or liable for any losses that the Customer may incur by reason of such withholding or deduction. The Bank's determination of the applicability     of such withholding or deduction requirement under the Applicable Law shall be binding on the Customer and pending the Bank's determination, the Bank has the absolute discretion to deposit any such monies into a sundry or other account and/or retain such monies in such manner as the Bank deems appropriate.

 

20.     Termination of Account and Service

20.1    The Bank may terminate any one or more of the Account(s) and/or Service(s) with or without cause, without prejudice to the continuance of any one or more of the other Account(s) and/or Service(s) which shall continue to be governed by the Agreement

           and/or the Relevant Terms and Conditions, provided that not less than 30 days' prior written notice has been given to the Customer, except that the Bank may at any time suspend or terminate any Account and/or Service immediately without giving any reason or notice if the Bank determines that:

(a)    it is illegal, unlawful or prohibited by any Applicable Law or is restricted by any economic or trade sanctions imposed by any Authority to maintain the relevant Account and/or provide the Services;

(b)    the Customer commits any material breach or is in default in the discharge or performance of its undertakings and obligations in the Agreement and/or Relevant Terms and Conditions or there is a material adverse change in the circumstances relating to the Customer, including the Customer's legal status, assets, financial or business condition;

(c)     the Customer becomes insolvent or is subject to any bankruptcy, winding up or insolvency proceedings under any Applicable Law, or a petition is presented or filed in respect of the Customer for bankruptcy, winding up (whether voluntary or otherwise), dissolution or analogous proceedings under any Applicable Law;

(d)    all or a substantial part of the Customer's assets are seized or are subject to enforcement of a judgment by any party;

(e)    the relevant Account or Service is being used or is suspected of being used for money laundering, drug-trafficking, terrorist financing, bribery, corruption or other activities that are prohibited or are deemed illegal or unlawful by any Applicable Law or are restricted by any economic or trade sanctions imposed by any Authority.

20.2    Within 14 days (or such longer period as the Bank agrees) from the date of the termination of the relevant Account, the Customer will give instructions to the Bank for the delivery of the Customer's property (if any), and pay all reasonable fees and expenses. If the Customer has not done so, the Bank will continue to hold the property (at the Customer's risks and subject to the Bank rights), but without the obligations, under these General Terms and Conditions. No interest will be payable on any credit balance as from the date of termination.

20.3    The Customer may terminate any Account or Service by giving the Bank not less than 30 days' prior written notice and in such manner and conditions as may be prescribed by the Bank from time to time and subject to payment of any handling fee which the Bank may at its discretion impose, provided always that the remaining Account(s) and Service(s) shall continue to be governed by the Agreement and/or the Relevant Terms and Conditions notwithstanding such termination.

20.4    For the avoidance of doubt, all liabilities and obligations of the Customer incurred or existing under the Agreement and/or the Relevant Terms and Conditions or in connection with the transaction under or in connection with the relevant Account or Service shall survive its termination for whatsoever cause.

 

21.     Governing Law and Jurisdiction

           The validity, construction, interpretation and enforcement of the Agreement and/or the Relevant Terms and Conditions shall be governed by the laws of HKSAR and the parties consent to the non-exclusive jurisdiction of the courts of HKSAR in connection with any suit, action or proceeding arising out of or in connection with the Agreement and/or the Relevant Terms and Conditions, provided that nothing contained in this Clause 21 shall preclude the taking of proceedings in any other court of competent jurisdiction.

 

22.     Successors

           The Agreement and the Relevant Terms and Conditions shall be binding on the successors and assigns of the Customer.

 

23.     Non-Assignment

           The Customer should not assign, transfer, create, attempt to create or permit to arise any mortgage, pledge, charge, lien or other form of encumbrances or securities whatsoever on or over any of its right and interest under the Agreement and/or the Relevant Terms and Conditions or any contracts or transaction effected or concluded pursuant to the Agreement and/or the Relevant Terms and Conditions without the prior written consent of the Bank.

 

24.     Language

           The Chinese version of the Relevant Terms and Conditions (including this Part A) is for reference only and if there is any conflict between the English and Chinese versions, the English version shall prevail.

 

25.     Rights of Third Parties

           A person who is not a party to these General Terms and Conditions has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623, the Laws of Hong Kong) to enforce or to enjoy the benefit of any term under these General Terms and Conditions.  No person other than the Customer and the Bank will have any right to enforce the provisions of these General Terms and Conditions.

 

 

Part B: Specific Terms and Conditions

 

Schedule I       Terms and Conditions for Accounts

 

1.       Incorporation of the Common Terms of Part A

1.1      The Common Terms and Conditions set out above in Part A of this General Terms and Conditions for Banking Services (the Common Terms shall be incorporated as an integral part of this Schedule I, as if the Common Terms are written in full herein. In case of conflict between the Common Terms and the terms and conditions expressly set out in this Schedule I, the latter shall prevail.

1.2      The term these terms and conditions whenever used in this Schedule I shall mean the terms and conditions expressly set out in this Schedule I together with the Common Terms which are incorporated herein as aforesaid.

1.3      These terms and conditions shall apply to regulate the opening, continuance and operation of any of the Accounts.

 

2.       Definitions and Interpretation

2.1      In these terms and conditions, unless the context otherwise requires:

           Account Password means a specific password for making withdrawal from a particular Account or Accounts at the counter of the Bank, and such password(s) as may be selected or re-selected by the Customer for such purpose from time to time.

 

3.       Integrated Deposit Account

3.1      Integrated Deposit Account is constituted by various types of deposit accounts, including: Multi-currency Saving Deposit, Time Deposit, HKD Demand Deposit, Reminibi Demand Deposit and USD Demand Deposit. The Bank may decide the account types provided under ntegrated Deposit Account at its sole and absolute discretion.

3.2      The relevant terms and conditions set out in General Terms and Conditions for Banking Services for Saving Deposit, Time Deposit, HKD Demand Deposit, Reminibi Demand Deposit and USD Demand Deposit shall be applicable toIntegrated Deposit Account the provisions of this Clause 3 prevail for if there is any inconsistency with respect to Integrated Deposit Account This Clause 3 does not apply to any Saving Deposit/Demand Deposit/Time Deposit account opened with the Bank; these accounts are not part of the ntegrated Deposit Account

3.3      The same Signature Number must be used for all deposit accounts maintained under the Integrated Deposit Account all new application or changes to special account name (including both Chinese and English), special account address, account password, shall apply to all accounts under the "Integrated Deposit Account The Bank does not accept the use of different special account name, special account address, account password for accounts under the "Integrated Deposit Account

3.4      For Inactive Account, the time of inactivity is count individually for each account under the Integrated Deposit Account if no transaction has taken place for 2 consecutive years or such other period as the Bank may inform you from time to time, the Bank shall classify the account as Inactive Account. Unless prohibited by laws, the Bank is entitled to close such inactive account upon reasonable notice to the customer. The Integrated Deposit Account shall be closed without prior notice to the Customer if all accounts under the Integrated Deposit Account are closed.

 

4.       Operation Arrangement

4.1      The Bank shall be entitled and is authorized by the Customer:

(a)    to honour and to act on all instructions and/or orders for transfer of funds, remittance, withdrawal and/or payment and to debit the same to the Account specified; and

(b)    to act on all requests, instructions, orders and/or directions relating to the Accounts, their operation and/or closing, provided that they are (i) signed as per the Agreed Signing Arrangement for the time being agreed and in force for the Account concerned; or (ii) given in such other manner or pursuant to such other arrangement as the Customer and the Bank may from time to time agree.  Any change of such arrangement(s) shall be agreed between the Bank and the Customer.

4.2      Notwithstanding Clause 4.1 above, save as otherwise expressly agreed by the Bank, no instruction for withdrawal, transfer or payment out of any Account will be accepted unless (a) there are sufficient funds in the currency concerned available in the Account specified when the relevant instruction is being processed by the Bank and (b) the rules and regulations of the Bank applicable are complied with, provided however that despite an instruction for withdrawal, transfer or payment out of any Account has been accepted by the Bank, the Bank shall be entitled to reject such instruction if subsequently there are somehow insufficient funds in the currency concerned available in the relevant Account when the Bank intends to carry out the accepted instruction. For the avoidance of doubt, after the Bank has accepted any instruction for withdrawal, transfer or payment out of any Account, the Bank is in no way under any obligation whatsoever to withhold any funds available in the relevant Account pending the carrying out of the accepted instruction and the Bank shall be entitled to disburse all or any funds in the Account pursuant to any subsequent instructions given to or accepted by the Bank.

4.3      All operations of the Accounts at the counter can only be made within such business hours determined absolutely by the Bank. The Accounts may be operated by the Customer at the office or branch at which the Account concerned is maintained and if so permitted by the Bank at its absolute discretion at such other office(s) or branch(es)of the Bank. All such operations permitted at places apart from the office or branch at which the Account concerned is maintained shall be subject to such terms and conditions, limitations and/or restrictions as the Bank shall determine absolutely from time to time.

4.4      If the Customer wishes to give instructions to the Bank to countermand payment of a cheque or other instruments, the Customer shall notify the Bank in writing, duly signed in compliance with the Agreed Signing Arrangement currently in force for the Account concerned, which will only be effective upon actual receipt by the Bank at the office(s) or branch(es) at which the Account concerned is maintained. The Bank shall be entitled and without any liability to the Customer not to act on any request, instruction or order for countermanding payment of cheques or other instruments not so given in the above mentioned manner (such request, instruction or order is called an Irregular Stop Payment Instruction, and the Bank does not have any duty to make enquiry or further enquiry with the Customer on any Irregular Stop Payment Instruction.  However, notwithstanding the foregoing, in case of receipt of any Irregular Stop Payment Instruction, the Bank shall have the discretion (but not under any duty), if it deems fit so to do, to act on such Irregular Stop Payment Instruction without verification and/or duly signed written confirmation from or on behalf of the Customer and not to make payment for such items concerned until the Bank shall have actually received duly signed instructions specifically directing the Bank to resume payment. In the absence of wilful misconduct or negligence by the Bank, the Bank shall not be liable to the Customer for its so doing, whether for wrongful dishonour or otherwise.

4.5      The Customer authorizes the Bank to collect inward remittances for account of the Customer from time to time as the Bank may think fit.  If the Bank elects to collect an inward remittance for account of the Customer, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose from time to time:

(a)    the remittance proceeds shall, after deduction of all costs, charges and expenses, be paid to the Account of the Customer nominated in the remittance instruction or such other Account as the Bank may determine according to prevailing banking practice (the Collection Account and for this purpose, the Bank may convert the currency of the remittance proceeds into the relevant currency of the Collection Account at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the Bank);

(b)    the Bank shall not in any way be liable to account to the Customer for any interest or benefit which the Bank may receive from or derive out of the remittance proceeds or any part thereof prior to the Bank's credit of the same into the Collection Account and such interest and benefit (if any) shall be received and held by the Bank to its own use and benefit absolutely;

(c)     for the avoidance of doubt, nothing contained in this Clause 4.5 shall prejudice or affect any of the Bank's rights of appropriation or set-off.

 

4.6      The Customer authorizes the Bank to receive inter- and intra-bank credit transfer instruction for account of the Customer from time to time as the Bank may think fit.  If the Bank elects to receive an inter- or intra-bank credit transfer instruction for account of the Customer, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose from time to time:

(a)    The Bank may credit and update the Account according to prevailing banking practice. The Customer hereby agrees that the Bank shall be entitled to immediately reverse the credit entry or entries if the Bank is subsequently informed that the inter- or intra-bank credit transfer instruction is to be reversed for whatever reason (including without limitation if in relation to an inter-bank credit transfer, the transferring bank fails to settle the transaction) and the Bank shall not be responsible for any losses to the Customer as a result of such reverse entry or entries.

(b)    The Bank will only release the sum(s) credited as a result of the inter- or intra-bank credit transfer instruction according to prevailing banking practice and it may not necessarily be the same day when the credit entry is recorded in the Account.

(c)     The Customer may only withdraw or utilize the funds transferred to the Account after the Bank has duly verified it.

 

4.7      The Customer authorizes the Bank to receive cash deposits into any Account of the Customer placed through any cash deposit machine as from time to time designated by the Bank for such purpose. In this Clause 4.7, a reference to cash deposit machine includes any automatic teller machine with the cash deposit function. The Customer agrees that all deposits so placed shall be subject to the following terms and such other terms and conditions as the Bank may impose from time to time:

(a)    Deposits in coins at a cash deposit machine are not allowed.  Deposits can only be made through a cash deposit machine during such business hours, subject to such daily limit as to amount (for each recipient Account or otherwise) or such other limits (as to the currency, the quantity and/or the denomination of the notes permitted for deposit or otherwise) and in accordance with such procedures as determined by the Bank from time to time. 

(b)    The customer advice issued (if any) by a cash deposit machine at the time of the deposit represents only what the Customer has purportedly deposited with the Bank by the use of the cash deposit machine and shall in no way and under no circumstances be binding on the Bank.

(c)     All deposits with a cash deposit machine are subject to verification by the Bank.  Such verification may not take place on the same day of the deposit.  Save for manifest error, the determination of the Bank in good faith upon verification shall be conclusive and binding on the Customer irrespective of what the Customer has purportedly deposited with the Bank.  Without prejudice to the conclusiveness of the determination by the Bank as aforesaid, in the case where the Bank is aware of any discrepancy between such determination and what the Customer alleges to have deposited, the Bank will notify the Customer of such discrepancy as soon as possible.

(d)    The Customer may only withdraw or utilize a deposit placed through a cash deposit machine after the Bank has duly verified it under paragraph (c) above and credited the same to the Account concerned. Notwithstanding the foregoing, the Bank may credit the deposit to the Account concerned before it has duly verified the same under paragraph (c) above.  If after due verification, there is any discrepancy between the determination of the Bank and what the Customer alleges to have deposited, the Bank shall be entitled to reverse the account entries accordingly and if the Bank has suffered any loss as a result, the Customer shall upon demand fully indemnify the Bank for all such losses.

(e)    The Bank shall not be responsible for any consequence if there is any malfunctioning and/or failure of any cash deposit machine and such malfunctioning or failure is obvious or has already been advised by a message or notice on display.

 

4.8      (a) In this Clause 4.8:

           Standing Order means a conditional order or instruction of the Customer relating to the sale or purchase of FX; which includes Circular Order and Limit Order;

           Circular Order means Customer can select a designated cycle to effect the sale or purchase of FX ;

           Limit Order means Customer can select a target rate, system will effect the sale or purchase of FX when the spot rate of exchange meets the target rate specified by the Customer within the effective period and at designated execution time set by the Bank; and

           FX means those types of currencies (including Hong Kong Dollars) as the Bank may from time to time designate.

(b)    Standing Orders may be placed by the Customer with the Bank and are accepted or rejected by the Bank at its absolute discretion. The Bank may from time to time prescribe the maximum and/or minimum amounts and/or the conditions which can be pre-set by the Customer for such Standing Orders. Without prejudice to the foregoing, the Bank will only accept a Standing Order involving Hong Kong Dollars as one of the FXs involved. Unless otherwise agreed by the Bank, a Standing Order shall only be valid on the Business Day on which it is received and accepted by the Bank.

(c)     Upon fulfillment of all the conditions pre-set by the Customer for the Standing Order, the Bank shall be authorized (i) to debit the funds necessary to make the purchase from the Account designated by the Customer (Payment Account), (ii) to convert the funds so debited and denominated in the currency of the Payment Account into the FX and (iii) to credit the amount so purchased into an account specified by the Customer (Receiving Account) denominated in the currency of the amount to be credited.

(d)    Upon fulfillment of all the conditions pre-set by the Customer for the Standing Order, the Bank shall be authorized (i) to debit the FX to be sold from the Account designated by the Customer (Payment Account), and (ii) to credit the funds representing the proceeds of sale into an account specified by the Customer (Receiving Account) by converting the FX to be sold into the currency of the Receiving Account.

(e)    The Customer agrees to accept (i) If the Customer places a Circular Order: the Bank is entitled to effect a currency transaction for the Customer at the spot rate of exchange as quoted by the Bank from time to time, (ii) If the Customer places a Limit Order the Bank is entitled to effect a currency transaction for the Customer at the rate of exchange specified by the Customer if such rate falls within the spot rate of exchange quoted by the Bank at the time. The Bank is not under any obligation to check rate of exchange specified by the Customer against       the rate prevailing in the relevant foreign exchange market on a real time basis, nor to effect any currency transaction at such rates.

(f)     In case there are insufficient funds or pre-arranged credit available in the Payment Account at the time of making a purchase or sale pursuant to a Standing Order, the Bank shall be entitled to refuse to make the purchase or sale, in which event the Bank may levy the usual charge and may cancel the Standing Order.  The Bank shall not howsoever be liable for any consequence arising out of the failure of the Bank to carry out the Standing Order in such circumstances.

(g)    Notwithstanding that there are insufficient funds or pre-arranged credit in the Payment Account, the Bank may, at its absolute discretion, but is not obliged to, carry out the Standing Order without prior written notice to or approval of the Customer. The Customer shall be liable for the resulting debit balance or overdraft, advance or credit (or any increase in the same) and all interest and standard charges of the Bank relating thereto. Such debt shall be repayable to the Bank on demand together with interest thereon, from the date of carrying out of the Standing Order to the date of actual repayment (whether before or after judgment), both days inclusive, at such rate as published by the Bank from time to time for unauthorized overdraft and compounded at such intervals as the Bank may determine from time to time.

(h)    The Bank is not obliged to execute any Standing Order on any day which is not a Business Day or when typhoon signal number 8 or above or black rainstorm warning signal is hoisted.  In such circumstances, that Standing Order may be carried out on the immediately succeeding Business Day subject to the conditions pre-set by the Customer being fulfilled and provided that no execution will take place beyond the validity period of the Standing Order specified by the Customer.

(i)     The Customer acknowledges that notwithstanding the Bank's acceptance of a Standing Order, such Standing Order may not eventually result in any sale or purchase of FX owing to market conditions and/or any restrictions (such as any limit for purchase or sale of any FX, exchange control or otherwise) which may from time to time be imposed on the Bank under any laws, rules or regulations.  Without prejudice to the foregoing, if for any reason the Bank is not able to deliver the relevant currency at the time when a transaction would otherwise be executed, the Bank shall have no obligation to execute any transaction pursuant to any Standing Order notwithstanding that the Standing Order has been accepted.

(j)     The Bank may from time to time determine whether an advice setting out the transactions effected by the Bank pursuant to Standing Orders will be issued to the Customer.

 

5.       Authorized Signatory(ies)

5.1      In addition and without prejudice to Clause 5 in the Common Terms, the Authorized Signatory(ies) of an Account shall have the following powers and authorities (to be exercised by such Authorized Signatory(ies) in accordance with the relevant Agreed Signing Arrangement) and the Bank shall be entitled to act thereon accordingly:

(a)    to withdraw, draw on and/or make payment transfer and/or remittance from the Account concerned whether it is in credit or overdrawn or as a result thereof be overdrawn and for so doing, to sign and/or endorse all documents (including but not limited to cheques, bills, drafts, promissory notes, withdrawals, requests, directions, instructions, standing instructions and/or orders for payment, transfer and/or remittance of all kinds and/or receipts of all types) and to enter into with the Bank all agreements (including but not limited to agreements to sell or purchase currency or currencies) therefor and/or in connection therewith notwithstanding that:

(i)     the above is for payment, transfer and/or remittance to and/or for the purpose(s), use and/or benefit of the Authorized Signatory(ies) or any one or more of them; and/or

(ii)    the above will result in the reduction, satisfaction and/or discharge of any or all of the debts and/or liabilities of the Authorized Signatory(ies) or any one or more of them to the Bank; and

(b)    to give all types of instructions to and/or to sign all types of documents and/or to enter into all types of agreements with the Bank in connection with and/or for the operation of the Account concerned, including but not limited to the countermanding of payment, suspension and/or closing of the said Account, earmarking of funds in and/or facilities available on the said Account and/or application for cheques but excluding any change in the Authorized Signatory(ies) and/or the Agreed Signing Arrangement; and

(c)     to give all types of instructions to and/or to sign all types of documents (including but not limited to the endorsement and/or signing on any or all items for collection) and/or to enter into all types of agreements (including but not limited to indemnities, agreements to sell or purchase currency/currencies and/or agreements for the discounting/purchase of and/or advance/drawing against any or all items for collection) with the Bank in connection with and/or for (i) the collection of cheques, bills, drafts, promissory notes, orders and/or any other items of whatsoever nature; and/or (ii) the placing, redeposit and/or renewal of deposits of all types with the Bank; and

(d)    to receive, sign and/or verify (including certification of) the correctness of all documents, statements of account and/or information in relation to the Account concerned; and

(e)    where withdrawal from the Account at the counter of the Bank by using the Account Password (as the case may be) is allowed, to instruct the Bank in writing to cancel such arrangement for the Account with effect from such time as the Bank may agree.

But such Authorized Signatory(ies) shall not have the power:

(i)     to apply to the Bank to make withdrawal from any Account at the counter of the Bank by using Account Password; or

(ii)    to select or re-select the Account Password.

 

6.       Account Password

6.1      If the Customer has designated in the Agreement to use password to make withdrawals from his Account(s) at the counter of the Bank, the Customer may at any time, subject to the Bank's agreement, select the Account Password at the counter of the Bank.

6.2      The Customer or such persons as mentioned in Clause 6.3 and 6.4 below may select or re-select the Account Password from time to time by following the procedures prescribed by the Bank from time to time.

6.3      If the Customer consists of more than one person, any one of the persons comprising the Customer shall have the full authority from the Customer to select or re-select the Account Password, and the Bank shall be entitled to allow such person to make the selection or re-selection without prior notice to the other person(s) comprising the Customer.

6.4      If the Customer is a limited company or any other body or entity acceptable to the Bank, the Bank shall be entitled to allow a representative of the Customer to select or re-select the Account Password, provided that such representative shall be authorized by the Customer in such manner as the Bank may think fit absolutely.

6.5      Any withdrawal instruction which is authorized or confirmed by the input of the applicable Account Password through such device as provided by the Bank at its counter shall be deemed to be an instruction duly authorized and irrevocably given by the Customer, irrespective of whether the Account Password is inputted by the Customer himself or any person authorized by him or otherwise.

6.6      The Customer acknowledges that the Bank has no record of the Account Password selected or re-selected by the Customer, and the Customer hereby undertakes to keep the Account Password secret at all times and shall not disclose the same to any person.

6.7      The Customer further agrees and acknowledges that the Bank shall have no obligation or liability whatsoever to ascertain or ensure that the person using the Account Password is the Customer himself or a person authorized by the Customer (if any), but the Bank may, if it deems fit, require the person using the Account Password to produce any identification document or any information to verify his identity before allowing him to use or input the Account Password.

6.8      Upon the loss or any actual or possible unauthorized use or disclosure of the Account Password, the Customer shall immediately notify the Bank in writing duly signed by the Customer or by calling the Bank's designated telephone hotline as notified to the Customer from time to time for reporting such incident(s).  Until the actual receipt by the Bank of such notice, Clause 6.5 above shall apply to all withdrawal instructions authorized or confirmed by the input of the applicable Account Password, provided that nothing in this Clause 6 shall affect the Customer's right of recourse in relation to the unauthorized transactions set out in Clause 7.2 of the Common Terms.

6.9      The Customer hereby acknowledges that there are risks for the Account Password being used by unauthorized persons or for unauthorized purposes and agrees to bear such risks absolutely.

 

7.       Collection and Discounting of Payment Orders

7.1      The Bank reserves the right not to accept for collection and deposit into the Accounts any cheques, bills, drafts, promissory notes, orders and/or other instruments (collectively, the Payment Orders. All Payment Orders accepted for collection are credited subject to final payment (i.e. the Bank's actual receipt of freely remittable and immediately available and disposable funds therefor) and unless otherwise agreed by the Bank are not available for withdrawal until then.  Further, whether or not the Bank permitted withdrawal prior to final payment, the Bank shall be entitled to charge or debit the Account concerned with Payment Orders which are subsequently returned unpaid together with (a) interest thereon; and (b) any reasonable cost and expenses reasonably incurred by the Bank.

7.2      All collection for Payment Orders payable outside HKSAR shall be (a) subject to and on the terms of the Uniform Rules for Collection published by the International Chamber of Commerce and its amendments and/or replacement currently in force at the material time save and except that collection orders in writing may be dispensed with unless required by the Bank; and (b) subject to the legal requirements and/or banking practice of the place of payment of the item concerned. The Bank has absolute and unfettered discretion to appoint one or more correspondent banks in presenting Payment Orders for payment or acceptance (as the case may be) and in relation to any other matter arising out of the process of collection and/or to deliver Payment Orders to any properly authorized third party through whom such Payment Orders are to be presented for collection.  The Bank shall exercise reasonable care in relation to the custody and presentation of Payment Orders, but shall not, in the absence of wilful misconduct or negligence by the Bank, be responsible for any error, neglect, default, omission, insolvency or failure in business of such correspondent banks or such third party(ies) or for any loss suffered by the Customer as a result of any loss or destruction of Payment Orders or delay in presentation while the Payment Orders are in the custody of any correspondent banks or such third party(ies) through whom such Payment Orders are presented or are to be presented for collection.  In the absence of wilful misconduct or negligence by the Bank, the Bank shall not be liable for any consequential loss arising as a result of the loss or destruction of Payment Orders or their delay in presentation.  Further, protest on any Payment Orders will not be made by the Bank unless specifically instructed by the Customer in writing.

7.3      Only items in the same currency or currencies at which the Account concerned is maintained shall be payable thereinto.

7.4      All Payment Orders payable in HKSAR received for collection after the normal clearing time on any date will be treated as received for the Account concerned on the following Business Day which is not a Saturday.

7.5      Notwithstanding any Payment Orders for collection and payment into an Account has not been endorsed by the payee(s) thereof and whether such items bear an Account Payee or Account Payee Only crossing, the Bank shall be entitled and is authorized (but shall not be obliged) in case of joint account, to collect and pay into the Account concerned any Payment Order payable to any one or more but not all of the account holders.

7.6      The Bank may, at the request of the Customer and on the terms and conditions acceptable to the Bank, purchase or discount the Payment Orders from the Customer, provided that the Bank shall have absolute discretion to refuse to purchase or discount any Payment Order without giving any reason therefor.  If the Bank elects to purchase or discount any Payment Orders, the Customer shall be bound by the following terms and such other terms and conditions as the Bank may impose:

(a)    in the absence of wilful misconduct or negligence by the Bank, the Bank shall not be responsible for any delay in the presentation of the Payment Orders for payment or acceptance (as the case may be), or for any failure or delay in the giving of notice of any claim which may be raised by the drawers of the Payment Orders or their drawee banks and any such duty imposed on the Bank by law to give any such notice of claim (if any) is hereby waived by the Customer absolutely;

(b)    it is expressly agreed that the Bank will have the full and unfettered authority and discretion to deal with those Payment Orders in the case of dishonour or non-payment upon presentation, including without limitation whether or not to have any such Payment Orders protested or noted and when to do so, and that in the absence of wilful misconduct or negligence by the Bank, nothing done or omitted to be done by the Bank in respect of such Payment Orders shall in any way prejudice the Bank's right of full recourse to the Customer;

(c)     if, for whatever reason, the original Payment Order is not available, a photocopy of the Payment Order together with supporting documents (if any) will be accepted by the Customer as conclusive evidence for the unpaid/returned Payment Order.  The Customer shall not require the Bank to produce and return to the Customer the original Payment Order.

7.7      In addition and without prejudice to Clause 7.6 above, the Bank has full recourse against the Customer in respect of any or all of the Payment Orders purchased or discounted by the Bank from the Customer and the Customer shall refund to the Bank on demand at any time, whether prior to the maturity of the Payment Order or otherwise, the sum paid to the Customer by way of the purchase or discount of the Payment Order together with interest thereon from the date of the Bank's payment to the Customer up to the refund by the Customer in full at the interest rate of unarranged overdraft mentioned in Clause 18 of this Schedule I or at such other rate as the Bank may determine.

7.8      The proceeds of collection and any sum payable by the Bank in purchasing and/or discounting the Payment Orders shall, after deduction of all interest and all reasonable costs, charges and expenses reasonably incurred by the Bank (including those to be reasonably incurred by the Bank in carrying out the payment instructions), be paid to the Account nominated by the Customer.  If the Customer fails to nominate such account, the Bank will have the absolute and unfettered discretion to pay the above proceeds either to any of the accounts maintained by the Customer with the Bank or to a suspense account bearing no interest pending further instructions from the Customer.

7.9      The Customer acknowledges that foreign exchange transactions are settled by Hong Kong Dollars or such other currencies as agreed between the Bank and the Customer (the Settlement Currency and converted at the then prevailing spot rate of exchange quoted by the Bank (as conclusively determined by the Bank) for purchasing the Settlement Currency with the currency of the relevant Payment Order.

7.10    For the Payment Orders presented by the Customer to the Bank for collection or otherwise for discount or purchase, the Customer warrants that he has a good title to the Payment Orders and that the Payment Orders are within the Customer own disposition and control.

7.11    In the absence of wilful misconduct or negligence by the Bank, the Customer further agrees to indemnify and keep the Bank indemnified on a full indemnity basis from and against all actions, suits, proceedings, claims, demands, losses, damages and liabilities of whatever nature and all reasonable costs, fees, commissions, charges and expenses whether in contract, tort or otherwise which the Bank may suffer, reasonably incur or sustain, whether actual or contingent, by reason, arising out of or in connection with each and every collection, purchase and/or negotiation made for the account of the Customer from time to time or in connection with defending by the Bank of any claim or proceedings made or taken out, or threatened to be made or taken out against the Bank in relation to such collection, purchase and/or negotiation including all reasonable legal and other costs, charges and expenses the Bank may reasonably incur in connection with enforcement or attempted enforcement of the Bank's rights in respect thereof.

7.12    The Bank shall be entitled to charge the Customer fees and/or charges for and/or relating to any Payment Orders accepted for collection, purchase and/or negotiation (as the case may be) as specified in any schedule of fees published by the Bank from time to time.  Such schedule of fees shall be made available to the Customer at any time upon request.  Further and in addition to the above, the Customer shall indemnify and reimburse the Bank on demand for all fees, charges, claims, liabilities, payment, costs and expenses for any such Payment Orders.

 

8.       Rules of the Hong Kong Association of Banks (the Rules of HKAB)

           All Accounts shall be subject to the Rules of HKAB (including those regarding fees and charges on accounts) which are binding on the Bank from time to time.  In case of conflict between the Rules of HKAB and the terms and conditions of the Accounts, the Rules of HKAB shall prevail.

 

9.       Current Accounts

9.1      The following provisions shall only be applicable to Account(s) which is/are current account(s):

(a)    instructions for withdrawals may be (i) given in writing by cheques or withdrawal slips, but unless otherwise agreed by the Bank, forms supplied by the Bank must be used, or (ii) given through other means as the Bank may agree with the Customer from time to time;

(b)    cheque books may only be issued on application by the Customer in compliance with the procedure prescribed and determined absolutely by the Bank from time to time and upon payment of fees as specified in any schedule of fees published by the Bank from time to time;

(c)     the Bank reserves the absolute right in determining the form and content of the cheques and the quantity of cheques to be issued to the Customer at any one time or use in relation to any of the Accounts concerned; 

(d)    cheque books may be delivered to the Customer in person or to such person(s) duly authorized by the Customer or by post to the Customer at the Correspondence Address or Account Address (if applicable) on record with the Bank at the cost and expense of the Customer. The Customer shall check carefully the particulars printed on the cheques and count the number of cheques contained in the cheque book before use. Any irregularities should be promptly reported to the Bank.  The Bank assumes no responsibility for delay or loss or mis-delivery so long as cheque books are sent in accordance with Clause 5 of the Common Terms;

(e)    cheque books and unissued cheques shall at all times be stored in a safe place under lock and key and be checked regularly so that they are not available to unauthorized persons.  All unused cheques shall be returned to the Bank when the Account is closed;

(f)     the Customer has a duty of care in drawing cheques and agrees that he will not draw cheques by any means and/or in any manner which may enable a cheque to be altered or may facilitate fraud or forgery;

(g)    if the Bank agrees to pay interest on the balance standing to the credit of a current account, the following provisions shall apply:

(i)     subject to the sub-paragraphs below, interest will be accrued on the credit balance(s) in the Account at such rate(s) determined absolutely by the Bank from time to time and calculated on the actual number of days elapsed and a 365-day year or a 360-day year (for both ordinary and leap years) for such currency(ies) as determined by the Bank from time to time or according to other day count convention according to the market practice and rounded to the nearest cent (Yen for JPY) on every Bank business day;

(ii)      for the avoidance of doubt, if the Account contains credit balance(s) denominated in different currency(ies), different interest rate(s) may be applied by the Bank to such credit balance(s).  Different interest rates will be applicable to credit balances falling at different deposit amounts designated by the Bank and the lowest interest rate may be zero.  Such deposit amounts may be varied by the Bank upon not less than 30 days?prior written notice to the Customer;

(iii)     for items under collection, interest will only start to accrue when the funds are actually collected and credited into the Account concerned;

(iv)     the interest accrued will be rounded to the nearest cent (10 cents for HKD and Yen for JPY) and credited to the Account monthly or on such other basis as may be determined by the Bank absolutely from time to time;

(v)      if the Account is closed at any time prior to the date on which the accrued interest is due to be credited to the Account, interest will be deemed to accrue and payable up to the end of the preceding month or such other date as determined by the Bank absolutely,

provided always that the Bank shall not be under any obligation to pay interest on the credit balance of a current account;

(h)    the Customer agrees that:

(i)       cheques drawn by the Customer which have been paid may, after having been recorded in electronic form, be retained by the collecting bank or Hong Kong Interbank Clearing Limited (HKICL for such period as is stated in the rules relating to the operation of the cheque clearing system operated by HKICL for all licensed banks and after this, they may be destroyed by the collecting bank or HKICL (as the case may be); and

(ii)      the Bank is authorized to contract inter alia with collecting banks and HKICL in accordance with the terms in sub-paragraph (i) above.

 

10.     Savings Accounts

10.1    The following provisions shall only be applicable to Account(s) which is/are savings account(s):

(a)    savings accounts may be passbook savings accounts or statement savings accounts.  For passbook savings accounts, a passbook will be issued to the Customer for operation of the Account concerned.  Withdrawals from savings accounts may not be made by means of cheques;

(b)    for withdrawal from savings accounts at the counter, the passbook (in case of passbook savings accounts only) of the Account concerned must, unless the Bank otherwise agrees in its absolute discretion, be presented.  Payments or transfers made by the Bank to, or pursuant to the instruction of, a person producing (i) the passbook (in case of passbook savings accounts and where the Bank elects to require production of the passbook only), and (ii) a withdrawal form purporting to be signed by the Authorized Signatory(ies) in accordance with the Agreed Signing Arrangement or a withdrawal form authenticated by the correct inputting of the applicable Account Password by such person, shall be an absolute discharge to the Bank, Provided Always that the Bank shall be entitled (but not under any duty so to do), if deems fit, to require the Customer or any of the Authorized Signatory(ies) to make the withdrawal in person and produce such identification satisfactory to the Bank;

(c)     passbooks are the property of the Bank.  The Customer shall not tamper and/or meddle with the passbooks and/or the entries therein.  Replacement passbook of any of the Accounts lost or damaged will only be issued by the Bank on such terms and conditions as the Bank may in its absolute discretion determine and subject to fees/charges as specified in any schedule of fees published by the Bank from time to time.  Such schedule of fees shall be made available to the Customer at any time upon request;

(d)    passbooks are not transferable or assignable and cannot be pledged as security;

(e)    for passbook savings accounts, the balances in the passbooks of the Accounts are for reference only as there may be transactions made without the production of the passbook and items not yet posted therein.  However, the Customer shall have a duty to examine and verify the correctness of each and every entry in the passbooks and notify the Bank at the office or branch at which the Account concerned is maintained immediately in writing if any of them is wrongful, irregular and/or unauthorized.  Unless the Bank shall have actually received such notice within 90 days of the posting of the relevant entry in the passbook, the Customer shall be deemed to have conclusively confirmed and accepted such entries and shall not be entitled to raise subsequently any claims or dispute thereon on the ground of unauthorized transactions, except in relation to the unauthorized transactions set out in Clause 7.2 of the Common Terms;

(f)     savings accounts may be for a specified currency or for multi-currencies.  For a multi-currency account, only such currencies determined absolutely by the Bank from time to time will be permitted for deposit into such Accounts;

(g)    if the Bank agrees to pay interest on the balance standing to the credit of a savings account, the provisions under Clause 9.1(g) of this Schedule I shall apply to the savings accounts as they apply to current accounts.

 

11.     Time Deposit Accounts

11.1    The following provisions shall be applicable to all types of time deposits (whether for a fixed term or on call and whether an ordinary deposit or a club deposit or otherwise) accepted or set up by the Bank under Account(s) which is/are time deposit account(s):

(a)    the term fixed deposit means any deposit denominated in any currency which is deposited with the Bank for a fixed term or up to an agreed date.  The date falling on the end of such fixed term or such agreed date is hereinafter called the Due Date For the avoidance of doubt, a fixed deposit includes, but without limitation, a club deposit;

(b)    the term call deposit means any deposit denominated in any currency which is deposited with the Bank subject to the condition that its withdrawal may only be made after the Customer has given the Bank a written withdrawal notice of a prescribed period;

(c)     the term deposit used in this Clause 11 shall mean a fixed deposit and/or a call deposit, as the case may be;

(d)    upon accepting a deposit from the Customer, the Bank will issue to the Customer a deposit confirmation to evidence the deposit and its essential terms (the Deposit Confirmation;

(e)    the Bank reserves the right not to accept any deposit at its absolute discretion;

(f)     if there requires any conversion of currencies to set up a deposit, the applicable exchange rate shall be quoted and determined by the Bank absolutely;

(g)    the Bank reserves the absolute right to require deposits to be made by immediately available funds in the same currency as that of the deposit.  In the event the Bank agrees in its discretion to set up a deposit pending receipt of available funds, (i) the deposit will only take effect upon actual receipt of the funds in full by the Bank; (ii) the deposit may be cancelled by the Bank without notice if such funds is not subsequently received in full by the Bank; and (iii) the Customer shall on demand indemnify the Bank for all losses, payments and reasonable costs and expenses arising out or as a result of such non-receipt of the funds in full by the Bank;

(h)    the Bank shall be entitled (but not under any duty) to require the production and surrender to the Bank of the Deposit Confirmation or deposit receipt/certificate concerned for the withdrawal of any deposit;

(i)     unless otherwise agreed by the Bank, fixed deposits can only be withdrawn on or after the applicable Due Date and call deposits can only be withdrawn after the expiration of the prescribed withdrawal notice given by the Customer.  Withdrawal of any deposit may not be made by means of cheque. Unless otherwise agreed by the Bank, all withdrawals shall be made in HKSAR and payable by the Bank in HKSAR in accordance with the procedures prescribed by the Bank from time to time;

(j)     if the Due Date of a fixed deposit, or the day on which the Customer is entitled to withdraw a call deposit, is not a Business Day, it shall be postponed to the succeeding Business Day;

(k)     interest shall accrue on a fixed deposit at such rate and up to such Due Date specified in the applicable Deposit Confirmation and be calculated on the actual number of days elapsed and a 365-day year or a 360-day year (for both ordinary and leap years) for such currency (ies) as determined by the Bank from time to time or according to other day count convention according to the market practice. Unless the Bank and the Customer have agreed otherwise, accrued interest is only payable on the Due Date and no interest is payable if the fixed deposit is withdrawn prior to the Due Date.  For the avoidance of doubt, unless the fixed deposit and its accrued interest or any part thereof has been renewed for a new term of deposit, interest will cease to accrue as from the applicable Due Date;

(l)     as for call deposits, interest will be calculated on a daily basis on the actual number of days elapsed and a 365-day year or a 360-day year (for both ordinary and leap years) for such currency(ies) as determined by the Bank from time to time or according to other day count convention according to the market practice at the rate quoted by the Bank in its absolute discretion for deposits of comparable amount and for comparable duration and such rate of interest will be subject to fluctuation.  Interest on a call deposit is only payable upon the expiration of the prescribed withdrawal notice, and no interest is payable if the call deposit is withdrawn prior to such expiration;

(m)   in respect of fixed deposits, the Customer may give standing instructions to the Bank as to the disposal of the deposit and its accrued interest on the applicable Due Date. The Bank shall be entitled to act on such instructions of the Customer unless and until the Bank receives further instructions from the Customer to the contrary;

(n)    unless otherwise agreed by the Bank, the deposit and its accrued interest shall only be withdrawable by the Customer at the office or branch of the Bank where the deposit is placed and set up.  Furthermore, all instructions relating to the disposal or renewal of the deposit and its accrued interest should also be directed to such office or branch, unless the Bank agrees otherwise.

11.2    The following additional provisions shall be applicable to deposits which are club deposits:

(a)    the Customer will be required to make deposit(s) in such amount(s) and at such time(s) as specified in the applicable Deposit Confirmation, during the period leading up to the applicable Due Date;

(b)    if any day on which the Customer is required to make any deposit under the deposit requirement mentioned in Sub-clause 11.2(a) above is not a Business Day, such day shall be deemed to mean and refer to the immediately succeeding Business Day (which is not a Saturday) so that the Customer is required to make the relevant deposit on such succeeding Business Day.  If any day on which the Customer is required to make any deposit under the deposit requirement mentioned in Sub-clause 11.2(a) above is a Saturday, such day shall be deemed to mean and refer to the immediately succeeding Business Day (which is not a Saturday) so that the Customer is required to make the relevant deposit on such succeeding Business Day, unless such succeeding Business Day falls on the next calendar month in which case the Customer is required to make the relevant deposit on the preceding Business Day which is not a Saturday; and

(c)     unless otherwise agreed by the Bank, no interest shall be payable on the applicable Due Date on any amount deposited by the Customer as a part of a club deposit, unless the Customer has duly and punctually complied with the deposit requirement mentioned in Sub-clauses 11.2(a) and 11.2(b) above.

 

12.     Accounts in Foreign Currencies

12.1    The following provisions shall apply to all types of Accounts and deposits denominated in foreign currencies:

(a)    the words foreign currency or oreign currencies mean all currencies other than Hong Kong Dollars and shall include unit or units of accounting internationally accepted as equivalent to currencies;

(b)    accounts in foreign currencies may be foreign currencies telegraphic transfer --T/T accounts (the T/T accounts or foreign currencies notes accounts (the notes accounts. Unless expressly stated as notes accounts, all Accounts in foreign currencies are T/T accounts.  For T/T accounts, the Bank reserves the absolute right not to accept bank notes for payment into the Account concerned and in case of such acceptance, bank notes will only be accepted subject to payment of the difference in exchange and/or such other fees or charges as specified in any schedule of fees published by the Bank from time to time and to be made available to the Customer upon request;

(c)     for withdrawals from Accounts in foreign currencies, the Bank shall be entitled to pay the Customer by any one or a combination of two or more of the following methods as absolutely determined by the Bank:

(i)     for T/T accounts, subject to such charges as specified in any schedule of fees published by the Bank from time to time and to be made available to the Customer upon request, by telegraphic transfer of the amount withdrawn, in its original currency, to such account or accounts with a financial institution designated by the Customer and acceptable to the Bank; and/or

(ii)    for T/T accounts, subject to such charges as specified in any schedule of fees published by the Bank from time to time and to be made available to the Customer upon request, by issuing to the Customer a cheque or draft payable in the original currency of the amount withdrawn and drawn on such bank at such place as the Bank may determine absolutely; and/or

(iii)   for all accounts, subject to such charges or commissions as specified in any schedule of fees published by the Bank from time to time and to be made available to the Customer upon request and subject to availability of such bank notes to the Bank, by cash payment in the original currency of the amount withdrawn ; and/or

(iv)    for all accounts, by payment in Hong Kong Dollars, being the equivalent of the amount withdrawn after it is converted into Hong Kong Dollars at the applicable T/T buying rate (for T/T accounts) or at the applicable notes rate (for notes accounts) quoted by the Bank at the time of such withdrawal.

 

13.     Duty of the Customer as Regards Cheques and Passbooks

           The Customer shall have a duty (a) to keep and store all unissued cheques and passbooks; and (b) to give notice in writing of any loss and/or theft thereof to the Bank immediately upon discovery.  In case of loss and/or theft of any of the above-mentioned documents, the Bank shall not be liable to the Customer for any irregular and/or unauthorized withdrawal from the Account concerned whether as a result of forgery or otherwise howsoever which occurs prior to the Bank's actual receipt of notice in writing of such loss and/or theft, provided that nothing in this Clause 13 shall affect the Customer's right of recourse in relation to the unauthorized transactions set out in Clause 7.2 of the Common Terms.

 

14.     Duty of the Customer as Regards Statements of Accounts

14.1    The Customer shall have a duty to examine and verify the correctness of each and every statement of account sent by the Bank to the Customer and notify the Bank immediately in writing, if any entries are wrongful, irregular and/or unauthorized.  Unless the Bank shall have actually received such notice above mentioned within 90 days of the date of sending by the Bank of the statement of account concerned, the Customer shall be deemed to have conclusively confirmed and accepted all entries therein and estopped from raising subsequently any claims or dispute on such entries on the ground of unauthorized transactions, except in relation to the unauthorized transactions set out in Clause 7.2 of the Common Terms.

14.2    In cases of current accounts, statement savings accounts and any other accounts for which periodic statements will be issued by the Bank, if the Customer shall not have received a statement of account of the Account concerned for any period (i.e. the usual periods for which periodic statements in relation to the Account concerned are issued) in which a transaction or transactions has/have been carried out on or in relation to such Account within 15 days from the end of such a period, the Customer shall have a duty to notify the Bank immediately of such non-receipt in writing.  Unless such notice of non-receipt has actually been received by the Bank, the Customer shall be conclusively deemed to have received the statement of account covering the period concerned and the Customer shall be estopped from alleging the non-receipt of such statement of account so long as such statement is sent in accordance with Clause 5 of the Common Terms. Further, upon expiration of 90 days from the date of sending of the statement by the Bank, the Customer shall be estopped from raising any claims or dispute on such entries on the ground of unauthorized transactions therein, except in relation to the unauthorized transactions set out in Clause 7.2 of the Common Terms.

14.3    In case of current accounts, statement savings accounts and any other accounts for which periodical statements will be issued by the Bank, if there is no transaction on the Account concerned in any such period, the Bank shall be entitled not to send any statement of account of the Account concerned to the Customer for the period concerned.

 

15.     The Bank's Right to Correct Accounts and Records in Case of Error

           Notwithstanding any provisions to the contrary, whether express or implied, the Bank reserves the absolute right at any time (whether before or after issuance of statements to the Customer and/or entries to the passbook of the Account concerned) upon discovery of (a) any entries being made by mistake; and/or (b) any omission of entries; and/or (c) any error in calculation in relation to any of the Accounts and/or transactions thereon or in connection therewith, to rectify its books and records and to make corrective entries (whether credit or debit) to the statement of accounts and/or passbooks of the Account concerned.  For the avoidance of doubt, the above shall not affect the duty of the Customer as provided in Sub-clause 10.1(e) and Clause 14.1 of this Schedule I and their binding effect on the Customer.

 

16.     Closing Accounts, Treatment of Inactive Accounts and Accounts Below Minimum Deposit Amount

16.1    Without prejudice and in addition to the right of the Bank to terminate any Account pursuant to Clause 20.1 of the Common Terms, the Bank shall be entitled to close any of the Accounts by giving to the Customer notice in writing pursuant to this Clause 16. Thereafter, the Account concerned shall be deemed closed and the Bank shall be entitled to hold any credit balance therein in a non-interest bearing suspense account pending withdrawal by the Customer.

16.2    If no transaction has taken place in relation to a savings or current account for 2 consecutive years or such other period as the Bank may determine from time to time, the Bank is entitled upon not less than 14 days' prior written notice to the Customer to charge a fee on such Account, and thereafter if such Account continues to be inactive, a fee will be charged half-yearly or at such other interval as the Bank may determine from time to time on such Account without further notice.  If the Account continues to be inactive and the balance of such Account subsequently falls to zero, the Bank is entitled to close such Account upon reasonable notice to the Customer.

16.3    In addition and without prejudice to Clause 16.2 above, the Bank reserves the right and shall be entitled: (a) with not less than 14 days' prior written notice to the Customer to close an Account which is a savings or current account if the aggregate balance of the Account falls to zero; and (b) upon reasonable notice to the Customer to close an Account which is a time deposit account if no deposits have been placed in the Account for over 2 consecutive years.

16.4    If the credit balance of an Account falls below the minimum deposit amount designated by the Bank for such type of account from time to time, the Bank shall be entitled to impose a charge on such Account monthly or at such other interval as the Bank may determine from time to time until the credit balance of the Account resumes to such minimum deposit amount.

 

17.     Suspension of Accounts

17.1    As of right and without liability to the Customer, the Bank reserves the right to suspend immediately the operation of any of the Accounts (including but not limited to suspension of payment or withdrawal) for such period as the Bank deems fit where:

(a)    there is or appears to be irregularity in the operation of the Account concerned as the Bank may absolutely determine; and/or

(b)    conflicting instructions are received by the Bank in relation to the Account concerned; and/or

(c)     any proposed change to the Authorized Signatory(ies) and/or the Agreed Signing Arrangement for the time being of the Account concerned is not acceptable to the Bank; and/or

(d)    the Bank shall have received claims from third party or parties on the fund or any part thereof in the Account concerned; and/or

(e)    the Bank has determined in its absolute opinion that the Customer may possibly, for whatever reasons, have lost his legal capacity to continue to operate, or authorize any Authorized Signatory(ies) to continue to operate, the Account concerned; and/or

(f)     a petition for winding-up or bankruptcy of the Customer has been presented to the court; and/or

(g)    the Account is suspected to be used for illegal purpose.

 

18.     Interest on Unarranged Overdraft

           All amounts overdrawn on the Accounts accepted by the Bank without prior arrangement or exceeding the pre-arranged limit shall be repayable by the Customer on demand and shall bear such interest at the rate of unarranged overdraft specified in the relevant schedule of fees and/or interest published by the Bank from time to time from the date drawn to the date of actual repayment (as well after as before judgment). Provided that the Bank shall have the right to vary the basis of calculation of the interest rate at any time upon not less than 30 days' prior written notice to the Customer.  Interest accrued but unpaid shall bear interest at the same rate and may be debited to the Account concerned or be compounded monthly at the Bank discretion.

 

19.     Treatment of Original/Copies of Documents

           The Bank may at its discretion destroy the originals and/or copies of any or all cheques, bills, drafts, promissory notes, orders and/or any other documents relating to the Accounts after the same have been processed by micro-film or other recording devices.

 

20.     Fees and Deposit Charges

20.1    The Bank shall have right to levy handling charge(s) and fees in connection with the provision and/or maintenance and/or operations, of the Accounts. Such charges and fees will be specified in the schedule of fees published by the Bank from time to time and will be made available to the Customer upon request.

20.2    Notwithstanding anything herein contained to the contrary, the Bank hereby reserves the right to levy deposit charges to the Customer against any credit balance held for the Customer in any Accounts at such rate(s) as the Bank may determine from time to time.

 

21.     Payment of Interest on Accounts

           Payment to the Customer of interest accrued on any Account is subject to interest tax and withholding tax, if any.

 

22.     Renminbi services

22.1    The following provisions shall only be applicable to Renminbi Account(s) which is/are Renminbi savings account(s), Renminbi current account(s) and Renminbi time deposit account(s):

(a)    the Customer acknowledges and agrees that the operation of the Account(s) shall be subject to any restrictions which may from time to time be imposed on the Bank (which restrictions may have immediate effect if so required by any regulator or other authority in Hong Kong or mainland China or by the clearing institution for Renminbi clearing and settlement services in Hong Kong);

(b)    the Customer shall comply with all laws of Hong Kong and mainland China, and all rules, conditions, regulations and other requirements from time to time of any regulator or other authority in Hong Kong or mainland China which are applicable to Renminbi services; and

(c)     the Customer shall operate such Account(s) in accordance with applicable laws, regulations and rules in Hong Kong, and shall not contravene any applicable laws, regulations or rules in mainland China.

 

22.2    The following provisions shall only be applicable to Renminbi account(s) of corporate and other non-personal Customers:

(a)    Renminbi cheques cannot be used in mainland China;

(b)    the Customer shall operate such accounts in accordance with applicable laws, regulations and rules in Hong Kong, and shall not contravene any applicable laws, regulations or rules in mainland China. In particular, the Customer shall ensure that remittances to and from mainland China through its accounts are in compliance with applicable laws, regulations and rules in mainland China; and

(c)     the Customer shall, within the time required by the Bank, provide all such information and documents in connection with its accounts and transactions as may be required by the Bank.

 

22.3    The Bank may:

(a)    take any action, with or without notice to the Customer, to comply with any requirements of the clearing institution for Renminbi clearing and settlement services in Hong Kong, any agent bank in mainland China through which the Bank conducts Renminbi clearing and settlement services, or any regulator or other authority in Hong Kong or mainland China;

(b)    without prejudice to Sub-clause 22.3(a) above, provide any information about the Customer, its accounts and transactions to any entity referred to in Sub-clause 22.3(a) above;

(c)     delay or decline, without giving reason and without liability, to execute any instructions of the Customer or to accept any Renminbi deposit; and

(d)    at any time in any way vary, suspend, withdraw or terminate all or any part of the Renminbi services, or impose any conditions or restrictions, whether or not any such action applies to any other Customers of the Bank.

 

23.     e-Cheques Deposit Services

23.1    e-Cheques Deposit Services

(a)    The provisions in this Clause 23 apply to the Bank's services relating to e-Cheques. The provisions of the Agreement and the Relevant Terms and Conditions which apply to paper cheques or generally to Accounts and  Services continue to apply to e-Cheques and the e-Cheques Deposit Services to the extent that they are relevant and not inconsistent with the provisions in this Clause 23. The provisions of this Clause 23 prevail if there is any inconsistency between them and the provisions of the Agreement and the Relevant Terms and Conditions with respect to the e-Cheques Deposit Services.

(b)    For the purpose of the e-Cheques Deposit Services, the following terms have the following meanings:

         Bills of Exchange Ordinancemeans the Bills of Exchange Ordinance (Cap. 19, Laws of Hong Kong), as may be amended from time to time.

         Clearing House means Hong Kong Interbank Clearing Limited and its successors and assigns.

         Deposit Channel means any channel offered by the Bank from time to time for presentment of e-Cheques for deposit.

         e-Cheque means a cheque (including a cashier's order), issued in the form of an electronic record (as such term is defined in the Electronic Transactions Ordinance (Cap. 553, Laws of Hong Kong)) with an image of the front and back of the e-Cheque or e-cashier' order (as the case may be) and may be issued in Hong Kong dollars, US dollars and Renminbi, as this term may be amended from time to time in accordance with the e-Cheque Drop Box Terms.

          e-Cheques Deposit Services mean the services offered by the Bank to customers from time to time for depositing e-Cheques.

         e-Cheque Drop Box or e-Cheque Drop Box Service means an electronic drop box provided by the Clearing House that accepts presentment of e-Cheques in respect of which an e-Cheque Drop Box user must register an e-Cheque Drop Box Account with the Clearing House before presenting e-Cheques to a Payee Bank Account, as this term may be amended from time to time in accordance with the e-Cheque Drop Box Terms.

         e-Cheque Drop Box Account means a user account for the e-Cheque Drop Box Service, and for which each user must register with the Clearing House before using the e-Cheque Drop Box for presenting e-Cheques for deposit into a Payee Bank Account, as this term may be amended from time to time in accordance with the e-Cheque Drop Box Terms.

         e-Cheque Drop Box Terms means all the terms and conditions prescribed by the Clearing House from time to time for governing the e-Cheque Drop Box Service provided by the Clearing House and the use of the e-Cheque Drop Box Service.

         Industry Rules and Procedures means the rules and operating procedures governing the handling of e-Cheques adopted by the Clearing House and the banking industry from time to time.

         Payee Bankmeans the bank at which a Payee Bank Account is held.

         Payee Bank Account means, in respect of each e-Cheque presented for deposit using the e-Cheques Deposit Services, the bank account of the payee of the e-Cheque maintained with the Bank into which the e-Cheque is to be deposited which may be a sole name or a joint name account of the payee.

         Payer Bank means the bank which digitally signed an e-Cheque created by its customer.

23.2    Nature and scope of e-Cheques Deposit Services

(a)    The Bank may provide e-Cheques Deposit Services at its discretion. If the Bank provides e-Cheques Deposit Services to the Customer, the Customer may deposit e-Cheques. In order to use the e-Cheques Deposit Services, the Customer has to provide such information and documents and accept such terms and conditions which may be required or prescribed by the Bank and the Clearing House respectively from time to time. The Customer may also be required to sign forms and documents prescribed by the Bank from time to time.

(b)    e-Cheques Deposit Services allow the Customer and other persons to present e-Cheques (whether payable to the Customer and/or any other holder of the Payee Bank Account) for deposit with the Bank (as Payee Bank), using the e-Cheque Drop Box Service offered by the Clearing House or using the Deposit Channels, in accordance with Clause 23.3 below.

(c)     The Bank may provide e-Cheques Deposit Services relating to e-Cheques that are issued in any currency specified by the Bank from time to time, including Hong Kong dollars, US dollars or Renminbi.

(d)    The Bank has the right to set or vary from time to time the conditions for using the e-Cheques Deposit Services. These conditions may include the following (or any of them):

(i)     the service hours of the e-Cheques Deposit Services (including cut-off times for presenting e-Cheques); and

(ii)    any fees and charges payable by the Customer for the e-Cheques Deposit Services.

23.3    e-Cheques Deposit Services

(a)    The e-Cheques Deposit Services may allow presentment of e-Cheques for deposit with the Bank (as Payee Bank) using the e-Cheque Drop Box Service provided by the Clearing House or using the Deposit Channels.

(b)    e-Cheque Drop Box Service

(i)     The e-Cheque Drop Box Service is provided by the Clearing House. The Customer is bound by the e-Cheque Drop Box Terms in relation to its use of the e-Cheque Drop Box Service. The Customer is solely responsible for performing its obligations under the e-Cheque Drop Box Terms.

(ii)    In order to use the e-Cheque Drop Box Service, the Customer is required by the e-Cheque Drop Box Terms to register an e-Cheque Drop Box Account with one or more Payee Bank Account for presenting e-Cheques. The Customer is allowed by the e-Cheque Drop Box Terms to register an e-Cheque Drop Box Account with a Payee Bank Account that is the Customer's same-name account or an account other than the Customer's same-name account. The Customer is responsible for the presentment of all e-Cheques by the Customer or any other person using the Customer's e-Cheque Drop Box Account (including presentment of any e-Cheques to a Payee Bank Account other than the Customer's same-name account).

(iii)   Any issue relating to the use of the e-Cheque Drop Box Service should be handled in accordance with the e-Cheque Drop Box Terms. The Bank may (but has no obligation to) provide reasonable assistance to the Customer. In particular, the Bank does not have the electronic record or image of any e-Cheque deposited using the e-Cheque Drop Box Service. On the Customer's request, the Bank may (but has no obligation to) provide the date, e-Cheque amount, e-Cheque number, payee name and any other information agreed by the Bank relating to an e-Cheque deposited using the Customer's e-Cheque Drop Box Account.

(iv)   The Bank gives no representation or guarantee, whether express or implied, relating to the availability, quality, timeliness or any other aspect of the e-Cheque Drop Box Service provided by the Clearing House. Unless otherwise stated in the e-Cheque Drop Box Terms, the Customer bears the responsibilities and risks relating to the use of the e-Cheque Drop Box Service. The Bank is not liable for loss, damage or expense of any kind which the Customer or any other person may incur or suffer arising from or in connection with the use of the e-Cheque Drop Box Service.

 (a)    Deposit Channels

           The Bank may provide Deposit Channels at its discretion. The Bank may specify or vary from time to time (i) the available Deposit Channels without notice; and (ii) the terms governing the use of any Deposit Channel.

23.4    Handling of e-Cheques, associated risks and the Bank's liabilities

(a)    Handling of e-Cheques

         The Customer understands that the Bank and other banks have to follow the Industry Rules and Procedures in the handling, processing, presentment, payment, collection, clearance and settlement of e-Cheques payable to the Customer. Accordingly, the Bank is entitled to collect any e-Cheque payable to the Customer by presenting that e-Cheque to the Payer Bank in accordance with the Industry Rules and Procedures even if the Bills of Exchange Ordinance may not expressly provide for presentment of e-Cheques or may specify other manner for presentment of cheques.

(b)    Restriction of the Bank's liability

         Without reducing the effect of the provisions of the Agreement and the Relevant Terms and Conditions:

(i)     the Bank is not liable for loss, damage or expense of any kind which the Customer or any other person may incur or suffer arising from or in connection with the use of the e-Cheques Deposit Services or the handling, processing, presentment, payment, collection, clearance or settlement of e-Cheques presented by the Customer or any other person using any Deposit Channels provided by the Bank to the Customer, except to the extent that any loss, damage or expense incurred or suffered is direct and reasonably foreseeable arising directly and solely from the Bank's negligence or wilful default or that of its officers, employees or agents;

(ii)    in particular and for clarity, the Bank is not liable for loss, damage or expense of any kind which the Customer or any other person may incur or suffer arising from or in connection with the following (or any of them):

(1)    use of the e-Cheque Drop Box Service by the Customer or any other person, or the e-Cheque Drop Box Terms;

(2)    the Customer's failure to comply with its obligations relating to the e-Cheques Deposit Services;

(3)    presentment of any e-Cheque payable to the Customer in accordance with the Industry Rules and Procedures despite the provisions of the Bills of Exchange Ordinance; and

(4)    any failure or delay in providing the e-Cheques Deposit Services, or any error or disruption relating to the e-Cheques Deposit Services, caused by or attributed to any circumstance beyond the Bank's reasonable control; and

(iii)   in no event will the Bank be liable to the Customer or any other person for any loss of profit or any special, indirect, consequential or punitive loss or damages.

(c)     The Customer's confirmation and indemnity

(i)     The Customer accepts the restriction of liabilities and disclaimers imposed by the Bank and the Clearing House in relation to the e-Cheques Deposit Services and the services provided by the Clearing House respectively. The Customer accepts and agrees to bear the risks and the liabilities for depositing e-Cheques.

(ii)    Without reducing the effect of any indemnity given by the Customer under the Agreement and the Relevant Terms and Conditions or any other rights or remedies that the Bank may have, the Customer will indemnify the Bank and its officers, employees and agents and hold each of them harmless against all liabilities, claims, demands, losses, damages, costs, charges and expenses of any kind (including legal fees on a full indemnity basis and other expenses reasonably incurred) which may be incurred or suffered by the Bank or any of its officers, employees and agents and all actions or proceedings which may be brought by or against the Bank or any of its officers, employees and agents as a result of or in connection with the Bank's provision of the e-Cheques Deposit Services or the Customer's use of the e-Cheques Deposit Services.

(iii)   The above indemnity does not apply to the extent that it is proved that any liabilities, claims, demands, losses, damages, costs, charges, expenses, actions or proceedings are direct and reasonably foreseeable arising directly and solely from the Bank's negligence or wilful default or that of its officers, employees or agents.

(iv)    The above indemnity shall continue to have effect after the termination of the e-Cheques Deposit Services.

 

24.     SMS Alert Service

24.1    The Bank may provide such SMS Alert Service as it determines from time to time to the Customer. The Customer agrees to receive text messages from the Bank through SMS on the number of a Mobile Phone registered with or known to the Bank. The Customer shall:

(a)    nominate only one number to which the Bank will send text messages through SMS;

(b)    at the Customer's own cost make all necessary arrangements to receive text messages from time to time, including but not limited to maintaining the Mobile Phone and necessary services with the Customer's telecommunications services provider, and pay all fees charged by the telecommunications services provider in respect of text messages sent to the Mobile Phone. The Customer acknowledges that the Bank is not responsible for any losses caused by any act or omission of the telecommunications services provider;

(c)     immediately notify the Bank of any change in the number of the Mobile Phone or the telecommunications services provider;

(d)    accept all risks in connection with the sending of text messages to the Customer through SMS, including but not limited to the risks of technological failure, network traffic congestion and other factors beyond the Bank's reasonable control which may result in the Bank's failure or delay in sending any text messages, and the risks of information transmitted through SMS being read, intercepted, corrupted or misused by third parties; and

(e)    not permit any other person to receive or know any text messages.

           For some services, the Bank may require the Customer to complete the application procedures prescribed by the Bank if the Customer wishes to enjoy such services.  

24.2    The Bank may from time to time in its absolute discretion without prior notice or liability and without giving any reason, set, vary, suspend, withdraw or cancel SMS Alert Service or any part thereof, or its scope or any aspects thereof.

24.3    The Customer acknowledges that SMS Alert Service is a service provided by the Bank and if SMS Alert Service is suspended or cancelled for whatsoever reason, the Customer shall have no claim whatsoever against the Bank and shall use other means to obtain the information which would otherwise be provided through SMS Alert Service.

24.4    Any information sent under SMS Alert Service is for the Customer's reference only and shall not be taken as evidence of the Transaction to which it relates. The Customer has the sole responsibility to verify the information received under SMS Alert Service before relying or acting on it.

 

Schedule II Terms and Conditions for FPS Services relating to Faster Payment System
1. Incorporation of the Common Terms of Part A
1.1  The Common Terms and Conditions set out above in Part A of this "General Terms and Conditions for Banking Services" (the "Common Terms") shall be incorporated as an integral part of this Schedule II, as if the Common Terms are written in full herein. In case of conflict between the Common Terms or any other applicable terms and conditions and the terms and conditions expressly set out in this Schedule II with respect to the FPS Services, the latter shall prevail.
1.2 The term "these terms and conditions" whenever used in this Schedule II shall mean the terms and conditions expressly set out in this Schedule II together with the Common Terms which are incorporated herein as aforesaid.
1.3 The Bank provides the FPS Services to customers to facilitate payments and funds transfers using the Faster Payment System. The Faster Payment System is provided and operated by HKICL. The FPS Services are therefore subject to the rules, guidelines and procedures imposed by HKICL in relation to the Faster Payment System from time to time. These terms and conditions govern the Bank's provision to the Customer and the Customer's use of the FPS Services. The FPS Services form part of the Bank's banking services.
1.4 By requesting the Bank to register any Proxy ID for the Customer in the HKICL FPS or to set up any eDDA for the Customer using the HKICL FPS, or by initiating any payment or funds transfer using the HKICL FPS, the Customer will be regarded as having accepted and will be bound by the provisions of these terms and conditions. The Customer should not request the Bank to register any Proxy ID or set up any eDDA for the Customer and should not initiate any payment or funds transfer using the HKICL FPS unless the Customer accepts the provisions of these terms and conditions.
1.5 In these terms and conditions, the following terms have the following meanings:

"Addressing Service" means a service provided by HKICL as part of HKICL FPS to facilitate customers of Participants to use predefined Proxy ID instead of account number to identify the destination of a payment or funds transfer instruction and other communications for the purpose of HKICL FPS.

"Default Account" means the account maintained by the Customer with the Bank or any other Participant and set as the default account for receiving payment or funds using HKICL FPS or (if and to the extent specified or permitted by the rules, guidelines and procedures of HKICL) for debiting payment or funds using HKICL FPS.

"eDDA" means a direct debit authorisation set up by electronic means using HKICL FPS.

"eDDA Service" means a service provided by HKICL as part of HKICL FPS to facilitate customers of Participants to set up direct debit authorisation.

"FPS Identifier" means a unique random number generated by HKICL FPS to be associated with the account of a customer of a Participant.

"FPS Services" means the services provided by the Bank to customers from time to time to facilitate payments and funds transfers using HKICL FPS and the Addressing Service, eDDA Service and any other services and facilities provided by HKICL in connection with the Faster Payment System from time to time.

"HKICL" means Hong Kong Interbank Clearing Limited and its successors and assigns.

"HKICL FPS" or "Faster Payment System" means the Faster Payment System and related facilities and services provided, managed and operated by HKICL from time to time for (a) processing direct debits and credits, funds transfers and other payment transactions and (b) exchanging and processing instructions relating to eDDA Service and Addressing Service.

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.

"Participant" means a participant of HKICL FPS which may be a bank or other financial institution, a retail payment system operator, a licensed stored value facility, or any other person accepted by HKICL as a participant of HKICL FPS from time to time.

"Proxy ID" means the identifiers which may be accepted by HKICL for registration in the Addressing Service to identify the account of a customer of a Participant, including the mobile phone number or email address of the customer, or the FPS Identifier.

"Regulatory Requirement" means any law, regulation or court order, or any rule, direction, guideline, code, notice or restriction (whether or not having the force of law) issued by any regulatory authority, governmental agency (including tax authority), clearing or settlement bank or exchange, or industry or self-regulatory body, whether in or outside Hong Kong, to which HKICL, the Bank or any other Participant or the respective affiliates or group companies, or the Customer are subject or are expected to comply with from time to time.
2. Scope of FPS Services and conditions for use
 
2.1 The Bank provides the FPS Services to customers to facilitate payment and funds transfer using the Faster Payment System and the Addressing Service, eDDA Service and any other services and facilities provided by HKICL in connection with the Faster Payment System from time to time. The Bank has the right to set or vary from time to time the scope of the FPS Services and the conditions and procedures for using the FPS Services. In order to use the FPS Services, the Customer shall accept and follow these conditions and procedures.
2.2 The Bank may provide the FPS Services to facilitate payment and funds transfer in any currency specified by the Bank from time to time, including Hong Kong dollars and Renminbi.
2.3 In order to enable the Bank to handle an instruction for the Customer in relation to payment or funds transfer using HKICL FPS, the Customer shall provide or input the necessary information and complete the process by such means or in such manner prescribed by the Bank from time to time.
2.4 All payment or funds transfer transactions using HKICL FPS will be processed, cleared and settled under the interbank clearing and settlement arrangements including without limitation the arrangements in relation to the Faster Payment System agreed by the Participants and HKICL from time to time.
2.5 The Bank reserves the right to suspend or terminate the FPS Services in whole or in part at any time without giving notice or reason.
3. Addressing Service - registration and amendment of Proxy ID and related records
 
3.1 In order to use the Addressing Service to receive payment or funds transfer using HKICL FPS, the Customer shall register the Customer's Proxy ID in the HKICL FPS. The Bank has discretion as to whether to offer the FPS Identifier as Proxy ID to the Customer. For non-individual customers, the Bank reserves the right to only allow the Customer to request for a FPS Identifier as the Customer's Proxy ID.
3.2 Registration and amendment of Proxy ID and related records in the HKICL FPS must be done in accordance with the applicable rules, guidelines and procedures imposed by HKICL from time to time. In order to enable the Bank to register or amend Proxy ID or any related records for the Customer, the Customer shall provide or input the necessary information and complete the registration process by such means or in such manner prescribed by the Bank from time to time.
3.3 At any time where the same Proxy ID is registered by the Customer for more than one account (whether maintained with the Bank or with any other Participant), the Customer must set one account (in respect of the currency acceptable to the Bank, if applicable) as the Default Account. By instructing the Bank to set or change the Default Account for the Customer, the Customer consents and authorises the Bank to submit the request on the Customer's behalf to HKICL FPS to override the existing Default Account registered in HKICL FPS. The Bank reserves the right not to accept or process any request of the Customer for setting or changing a new Default Account which is not maintained with the Bank.
3.4 If the Customer makes a request for registration of a new Proxy ID, the Bank may submit the request on the Customer's behalf to HKICL FPS with an account of the Customer maintained with the Bank being set as the Default Account in respect of the new Proxy ID. If the Customer makes a request for registration of an account of the Customer maintained with the Bank for an existing Proxy ID, the Bank may submit the request on the Customer's behalf to HKICL FPS with that account being set as the Default Account in respect of that existing Proxy ID.
3.5 If the account of the Customer maintained with the Bank in relation to a Proxy ID is terminated, the Bank reserves the right to at any time inform HKICL FPS accordingly and request HKICL FPS to remove or cease the registration of the account in respect of the Proxy ID and/or the registration of the Proxy ID.
4. eDDA Service
 

In order to enable the Bank to handle a request for the Customer in relation to eDDA setup, the Customer shall provide or input the necessary information and complete the process by such means or in such manner prescribed by the Bank from time to time. The prescribed process may include requiring the relevant parties to set up the eDDA using their respective account numbers or customer identification numbers or codes. For the avoidance of doubt, a Proxy ID is not intended for verifying eDDA setup. Any amendment of a Proxy ID and the related records or termination of a Proxy ID after an eDDA setup will not affect that eDDA.
5. The Customer's responsibility
 
5.1 Present genuine owner or authorised user of Proxy ID and accounts

The Customer can only register the Customer's own Proxy ID for the Customer's own accounts or set up eDDA for the Customer's own accounts. The Customer must be the present genuine owner or authorised user of each Proxy ID and each account provided to the Bank for registration in the Addressing Service and the eDDA Service. By instructing the Bank to register any Proxy ID or any account for the Customer in relation to the Faster Payment System, the Customer confirms that the Customer is the present genuine owner or authorised user of the relevant Proxy ID or account. This is particularly important for mobile phone numbers as they may be recycled.
5.2 Proxy ID

Any Proxy ID to be registered by the Customer for the Addressing Service must satisfy any applicable requirements imposed by HKICL from time to time. For example, HKICL may require the mobile phone number or email address to be registered as Proxy ID to be the same number or address registered by the Customer as contact information on the Bank's records at the relevant time. The Customer understands and agrees that the Bank, other Participants and HKICL have the right and discretion without giving notice to deregister and Proxy ID that is not correct or up-to-date in accordance with available information without the Customer's consent.
5.3 Correct information

(a) The Customer shall ensure that all the information provided by the Customer for registration or amendment of Proxy ID (or any related records) or for any eDDA setup is correct, complete, up-to-date and not misleading. The Customer shall notify the Bank as soon as reasonably practicable of any changes or updates to such information by such means or in such manner specified by the Bank from time to time.

(b) The Customer is fully responsible for using the correct and up-to-date Proxy ID and related records in giving each payment or funds transfer instruction. The Customer is solely liable for and will hold the Bank harmless from any incorrect payment or transfer effected by the Bank and HKICL FPS due to incorrect or outdated Proxy ID or related records.
5.4 Timely updates

The Customer is fully responsible for giving instructions and information changes or updates to the Bank on a timely basis for amending the Customer's Proxy ID (or related records) or any eDDA setup, including without limitation changing the Customer's Default Account, or terminating any Proxy ID or eDDA. The Customer acknowledges that keeping the Customer's Proxy ID, eDDA and all related records up-to-date is critical for ensuring effective execution of payment and funds transfer instructions and for avoiding incorrect payment or transfer due to incorrect or outdated Proxy ID, eDDA or related records.
5.5 Change of Default Account

If an account is terminated as the Default Account by the Customer or by the relevant Participant for any reason (including suspension or termination of the account), the system of HKICL will automatically assign the most recently registered record in the Addressing Service that is associated with the same Proxy ID to be the Default Account. If the Customer wishes to set another account as the Default Account, the Customer shall change the registration through the Participant where the Customer maintains that other account.
5.6 Transactions binding on the Customer

(a) For any payment or funds transfer, once the Customer confirms the details of a transaction and submits instruction to the Bank, such instruction and any resulting transaction is final, irrevocable and binding on the Customer.

(b) For any Proxy ID registration or eDDA setup, once the Customer submits an instruction to the Bank, such instruction is irrevocable and binding on the Customer. The Customer may amend or cancel any Proxy ID or eDDA setup in accordance with the procedures and requirements prescribed by the Bank from time to time.
5.7 Use FPS Services responsibly

The Customer must use the FPS Services in a responsible manner. In particular, the Customer shall comply with the following obligations:

(a) The Customer must comply with all Regulatory Requirements that govern the Customer's use of the FPS Services, including collecting, using and handling the personal data and other information relating to any other person in compliance with the Regulatory Requirements protecting data privacy. The Customer must not use the FPS Services for any unlawful purposes or any purposes other than those authorised or contemplated in the rules, guidelines and procedures of HKICL.

(b) In sending remarks or messages to be displayed to recipients or counterparties of the Customer's payment or funds transfer instructions or eDDA setup using HKICL FPS, the Customer should mask the name or other data of such recipients or counterparties to prevent unauthorised display or disclosure of any personal data or confidential data.

(c) If the Bank offers the FPS Identifier as Proxy ID to the Customer, the Customer should not repeatedly cancel the registration and request for generation of another FPS Identifier in an attempt to generate a number or value that the Customer desires.
5.8 Other obligations regarding payments and funds transfers

Any instruction given by the Customer in relation to the FPS Services will be handled by the Bank in accordance with these terms and conditions, the applicable provisions in the Common Terms and any other applicable terms and conditions. The Customer shall comply with the other obligations with respect to payments, funds transfers and direct debit authorisations, including without limitation maintaining sufficient funds in the relevant accounts for settling payment and funds transfer instructions from time to time.
5.9 The Customer is responsible for the Customer's authorised persons

Where the Customer authorises any other person to give instructions or requests to the Bank in connection with the use of the FPS Services (whether the Customer is an individual, a company, a corporation, or a sole proprietorship or partnership firm or any other unincorporated body):

(a) the Customer is responsible for all the acts and omissions of each person authorised by the Customer;

(b) any instruction or request received by the Bank, believed by the Bank in good faith to be given by the Customer or any person authorised by the Customer, will be irrevocable and binding on the Customer; and

(c) the Customer is also responsible for ensuring that each person authorised by the Customer will comply with the provisions of these terms and conditions that are applicable to him/her when acting on the Customer's behalf.
6. The Bank's responsibility and restriction of liability
 
6.1 The Bank will process and submit the Customer's instructions and requests to HKICL FPS in accordance with the applicable rules, guidelines and procedures imposed by HKICL from time to time. HKICL FPS has the right to process and execute the Customer's instructions and requests in such sequence or manner as HKICL considers appropriate. The Bank has no control over the operation of HKICL FPS nor the timing on which the Customer's instructions or requests are executed by HKICL FPS and other relevant Participants. Where the Bank receives status update notifications involving any of the Customer's Proxy ID (or related records) or any other matter relating to HKICL FPS from or through HKICL FPS from time to time, the Bank will notify the Customer accordingly by such means and at such time as the Bank considers appropriate. Where the Bank receives status update notifications involving eDDA setup from or through HKICL FPS from time to time, the Bank may notify the Customer accordingly by such means and at such time as the Bank considers appropriate.
6.2 Without reducing the effect of Clause 6.1 above or the provisions of the Common Terms or any other applicable terms and conditions:

(a) the Bank is not liable for loss, damage or expense of any kind which the Customer or any other person may incur or suffer arising from or in connection with the use of the FPS Services or the processing or execution of instructions or requests given by the Customer in relation to the FPS Services or HKICL FPS, except to the extent that any loss, damage or expense incurred or suffered is direct and reasonably foreseeable arising directly and solely from the Bank's negligence or wilful default or that of the Bank's officers, employees or agents;

   (b) for clarity, the Bank is not liable for loss, damage or expense of any kind which the Customer or any other person may incur or suffer arising from or in connection with one or more of the following:

    (i) the Customer's failure to comply with the Customer's obligations relating to the FPS Services; and

    (ii) any delay, unavailability, disruption, failure, error of or caused by HKICL FPS, or arising from any circumstances beyond the Bank's reasonable control; and

(c) in no event will the Bank, the Bank's affiliates or group companies, the Bank's licensors, and the Bank's and their respective officers, employees and agents be liable to the Customer or any other person for any loss of profit or any special, indirect, incidental, consequential or punitive loss or damages (whether or not they were foreseeable or likely to occur).
6.3 The Customer's confirmation and indemnity
  (a) Without reducing the effect of any indemnity given by the Customer under the Common Terms and any other applicable terms and conditions or any other rights or remedies that the Bank may have, the Customer will indemnify the Bank and the Bank's officers, employees and agents and hold each of them harmless against all liabilities, claims, demands, losses, damages, costs, charges and expenses of any kind (including legal fees on a full indemnity basis and other expenses reasonably incurred) which may be incurred or suffered by the Bank or any of them and all actions or proceedings which may be brought by or against the Bank or any of them as a result of or in connection with the Bank's provision of the FPS Services or the Customer's use of the FPS Services.
  (b) The above indemnity does not apply to the extent that it is proved that any liabilities, claims, demands, losses, damages, costs, charges, expenses, actions or proceedings are direct and reasonably foreseeable arising directly and solely from the Bank's negligence or wilful default or that of the Bank's officers, employees or agents. The above indemnity shall continue to have effect after the termination of the FPS Services.
7. Collection and use of Customer Information
 
7.1 For the purposes of using the FPS Services, the Customer may be required to provide the Bank with the personal data and other information relating to one or more of the following persons from time to time:

(a) the Customer;

(b) the recipient of any payment or funds transfer to be made by the Customer, or the counterparty of any eDDA to be set up by the Customer; and

(c) where the Customer is a company, a corporation, or a sole proprietorship or partnership firm or any other unincorporated body, any of the Customer's directors, officers, employees, authorised persons and representatives,

    all personal data and information provided to the Bank or compiled by the Bank from time to time in connection with the FPS Services are collectively referred to as "Customer Information".
7.2 The Customer agrees (and, where applicable, for and on behalf of each of the Customer's directors, officers, employees, authorised persons and representatives) that the Bank may collect, use, process, retain or transfer any of the Customer Information for the purposes of the FPS Services. These purposes include without limitation one or more of the following:

(a) providing the FPS Services to the Customer, maintaining and operating the FPS Services;

(b) processing and executing the Customer's instructions and requests in relation to the FPS Services from time to time;

(c) disclosing or transferring the Customer Information to HKICL and other Participants for their use for the purpose of the operation of HKICL FPS;

(d) meeting the requirements to make disclosure under any Regulatory Requirements; and

(e) purposes relating to any of the above.
7.3 The Customer understands and agrees that the Customer Information may be further disclosed or transferred by HKICL, the Bank or any other Participants to their customers and any other third parties who are users of HKICL FPS for the purposes of providing and operating the Addressing Service and the eDDA Service.
7.4 If the Customer Information includes personal data or other information of any person other than the Customer (including any persons specified in Clauses 7.1(b) or 7.1(c) above), the Customer confirms that the Customer will obtain and has obtained the consent from such person regarding the use (including disclosure and transfer) of his/her personal data and other information by HKICL, the Bank and the other Participants as specified in this Clause.


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