Page 1 of 57 IAA/V12/APR2016 AUTHORISATION AND AGREEMENT FOR INTERNATIONAL ACCOUNTS The undersigned, vested with the authority to sign on behalf of: …………………………………………………………………………………………………. a company incorporated in: …………………………………………………………………………………………………. whose registered office is located at: ……………………………………………………………………………………………….. ……………………………………………………………………………………………….. ……………………………………………………………………………………………….. with tax registration number (TIN/VAT/equivalent if applicable): ……………………………………………………………………………………………….. request(s) that the Accounts listed overleaf be opened and confirm(s) the acceptance of the account opening and operating terms and conditions set out in this International Account Agreement (the “Agreement”). The undersigned hereby specifically agree(s): (a) to the terms and conditions set out in the clauses headed “Required Documents; Authorised Signatories; Telephone, Facsimile, Electronic Mail and SWIFT Instructions (Clause 3), Duty of Care (Clause 4), Statements, Cheques and Notices (Clause 6), Set-Off (Clause 7), Amendments and Termination (Clause 8), Data and Transactional Processing, Confidentiality and Consent to Disclosure of Customer Information (Clause 9)” ; and (b) that it has received at least five (5) days to review the terms of Schedule 4 hereto or it has waived the five (5) day period and confirms that it has reviewed and will comply (to the extent applicable) with Schedule 4. By: .....................................................…….…. and ……........................................................ (Authorised Signatory) (Authorised Signatory) ....................................................……….. ........………............................................. (Name) (Name) .....................................................…….…. ...................………................................... (Title) (Title) ………………………………………….. (Date) Your address for statements (if different to your registered office address stated above): ……………………………………………………………………………………………….. ……………………………………………………………………………………………….. ………………………………………………………………………………………………..
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Page 1 of 57 IAA/V12/APR2016
AUTHORISATION AND AGREEMENT FOR INTERNATIONAL ACCOUNTS
The undersigned, vested with the authority to sign on behalf of:
………………………………………………………………………………………………….
a company incorporated in:
………………………………………………………………………………………………….
whose registered office is located at:
………………………………………………………………………………………………..
………………………………………………………………………………………………..
………………………………………………………………………………………………..
with tax registration number (TIN/VAT/equivalent if applicable):
………………………………………………………………………………………………..
request(s) that the Accounts listed overleaf be opened and confirm(s) the acceptance of the account opening and
operating terms and conditions set out in this International Account Agreement (the “Agreement”).
The undersigned hereby specifically agree(s): (a) to the terms and conditions set out in the clauses headed “Required
Documents; Authorised Signatories; Telephone, Facsimile, Electronic Mail and SWIFT Instructions (Clause 3), Duty of
Care (Clause 4), Statements, Cheques and Notices (Clause 6), Set-Off (Clause 7), Amendments and Termination (Clause
8), Data and Transactional Processing, Confidentiality and Consent to Disclosure of Customer Information (Clause 9)”;
and (b) that it has received at least five (5) days to review the terms of Schedule 4 hereto or it has waived the five (5) day
period and confirms that it has reviewed and will comply (to the extent applicable) with Schedule 4.
By:
.....................................................…….…. and ……........................................................
(i) such documents regarding you, your use of your Accounts, your Authorised Signatories, your
directors, officers, shareholders and beneficial owners as we may reasonably request from
time to time, including those documents specified in any required document list and in
Schedules 1 and 2;
(ii) a list of specimen signatures of the directors, company secretary and other officials authorised by you in relation to the operation of the Accounts; and
(iii) a certified true specimen of your stamp that is to be used in relation to the operation of the
Accounts where use of such stamp has been agreed between the Parties.
3.2 Subject to Clause 3.3, you shall promptly notify us in writing (by way of letter or through other
channels specifically agreed by us) of any change in the identity of any Authorised Signatory and shall
furnish to us specimen signatures of any additional or substitute Authorised Signatories. Any such
notice will not be effective until we receive such notice and have a reasonable time to act on it. Until
such notice becomes effective, we may rely on the existing list of Authorised Signatories. For the
avoidance of doubt, Clause 11 shall not apply to notices given pursuant to this Clause 3.2.
3.3 The scope of any limitations on the authority of the Authorised Signatories shall be agreed between the
Parties from time to time. In the absence of any express limitation, you hereby confirm that the
authority of a single Authorised Signatory is sufficient for all purposes in relation to the Accounts.
3.4
(i) You request and authorise us (but we are not bound) to rely upon and act in accordance with
any instruction or communication (each an “Instruction”) which may from time to time be, or
purport to be (whether by reason of forgery, alteration or otherwise), given by or on behalf of
you by telephone, facsimile, electronic mail or SWIFT (authenticated or otherwise) message,
regardless of the circumstances prevailing at the time of an Instruction. We will be entitled to
treat any Instruction as fully authorised by and binding upon you and we shall be entitled (but
not bound) to act and take such steps in connection with or in reliance upon an Instruction as
we may in good faith consider appropriate. This is whether an Instruction includes or is an
instruction to pay money or otherwise to debit or credit any Account, or relates to the
disposition of any money, securities or documents, or purports to bind you to any agreement
or other arrangement with us or with any other person or to commit you to any other type of
transaction or arrangement whatsoever, regardless of the nature of the transaction or
arrangement or the amount of money involved and notwithstanding any error or
misunderstanding or lack of clarity in the terms of an Instruction. The above is subject to the
authorities delegated to the persons listed on the Authorisation/Specimen Signature
Document, as amended in writing from time to time. We will inform you of telephone
extensions which must exclusively be used. You acknowledge that telephones may be
connected to a voice recording system and agree to any and all recording of telephone calls
between the Parties and that any recordings may be used as evidence in a court of law. You
will ensure that any of your representatives making such calls have agreed to such recordings
before calling us. If our records about any communication differ from yours, our records will
govern. In the case of any dispute, you will be entitled to listen to these recordings.
Page 8 of 57 IAA/V12/APR2016
(ii) Without prejudice to the generality of the foregoing and notwithstanding anything in Clause 4
that may be interpreted to the contrary, you agree that we will not be liable for any losses or
damages that you may suffer or incur in relation to your Accounts if we act on:
(a) any telephone or electronic mail Instruction, whether or not such Instruction is
authorised by an Authorised Signatory; or
(b) an Instruction transmitted by facsimile upon which the purported signature of one or
more Authorised Signatories appears or if other details in the Instructions are altered or
otherwise forged; or
(c) an Instruction given by SWIFT (authenticated or otherwise) message, whether or not
such Instruction is authorised,
provided only that, in the case of sub-paragraph (a) or (b), as applicable, of this Clause 3.4(ii),
we act in good faith believing such person to be an Authorised Signatory or such signature to
be genuine. In consideration of us acting in accordance with the terms of this Clause 3.4, you
agree to indemnify us and to keep us indemnified from and against any and all losses, claims,
actions, proceedings, judgments, liabilities, demands, damages, costs and expenses (including
without limitation, legal fees and allocated costs for in-house legal services) (collectively
"Damages") incurred or sustained by us of whatever nature and howsoever arising except in
the event such Damages are directly caused by our fraud, gross negligence or wilful
misconduct. This indemnity shall survive the termination of this Agreement without limit in
time.
4. DUTY OF CARE
4.1 In all transactions and matters relating to the relationship between the Parties, both Parties shall
exercise reasonable care.
4.2 Without prejudice to the generality of Clause 4.1, we shall exercise reasonable care in verifying the
signatures and/or your stamp, where applicable, appearing on written instructions from you, but we
shall not be liable for any loss or damage caused by or arising from the execution of instructions which
have been altered or on which the signatures have been forged where such alteration or forgery could
not be detected by using reasonable care.
4.3 We shall have no obligation to take any action in respect of instructions that in our opinion are
incomplete, incorrect, vague or ambiguous. If we make a telephone call to you to confirm a telephone,
facsimile, electronic mail or SWIFT (authenticated or otherwise) instruction, and the call cannot be
completed for any reason to the required number of Authorised Signatories for the relevant transaction,
then the instructions may, in our discretion, be considered as incomplete and consequently we shall
have no obligation to take any action in respect of such instructions.
4.4 We will not be liable for and will be excused from any distortion, failure or delay in performing our
obligations under this Agreement if (i) such distortion, failure or delay is caused by circumstances beyond
our reasonable control, including, but not limited to, legal constraint, emergency conditions, action or
inaction of governmental, civil or military authority, fire, labour dispute, war, riot, theft, natural disaster,
Act of God, breakdown of any supplier, failure or interruption of service on telecommunications line,
equipment failure, or any act, omission, negligence or fault of yours or any person over which we have no
control or (ii) we reasonably believed that our action would have violated any law, guideline, decree, rule
or regulation of any governmental authority, court injunction or court judgment. No such distortion,
failure or delay will constitute a breach of this Agreement.
4.5 We shall not be liable for any loss, damage, cost or expense caused by delays, errors or omissions in
the transmission or carrying out of instructions or for any other action or failure to act under or in
connection with this Agreement, unless such loss, damage, cost or expense has been caused by our
negligence, fraud or wilful misconduct and in no event will we be liable for any loss, damage, cost or
expense of any nature, arising from or in relation to economic loss, loss of business, profits, revenue,
goodwill and anticipated savings, special damages, loss of or corruption to data, loss of operation time,
loss of contracts or any indirect, consequential, exemplary or punitive loss.
4.6 Furthermore, we shall not be liable for any loss, damage, cost or expense caused by delays, errors or
omissions in the transmission or carrying out of instructions or for any other action or failure to act
under or in connection with this Agreement due to the act or omission of third parties (including but not
limited to any clearing house association or processor, any regulatory authority or central bank, any other
financial institution or any private or common carrier communication or transmission facility, any time-
sharing supplier or any mail or courier service), and no such person or entity will be deemed our agent.
Page 9 of 57 IAA/V12/APR2016
4.7 The limitations of our liability set out in this Clause 4 will apply in case of claims based on contractual
liability as well as in case of claims based on non-contractual liability.
5. INTEREST AND FEES
5.1 We shall pay interest on credit balances on the Accounts where permitted by applicable laws and
regulations and you shall pay interest on debit balances on the Accounts, in each case at the rates and in
accordance with the arrangements agreed between the Parties from time to time and, in the absence of
express agreement, in accordance with our usual practice in relation to Accounts in the relevant
jurisdiction as notified to you from time to time.
5.2 You shall pay and we are authorised to debit from any of the Accounts:
(i) all our fees, charges, costs (including for non-receipt of monies advised to be received by us),
out of pocket expenses and commissions at the rates and in accordance with the arrangements
agreed between the Parties from time to time and in the absence of express agreement at the
rates and in accordance with the arrangements generally applied by us in the relevant
jurisdiction as notified to you from time to time, and
(ii) all duties and other third party charges relating to the Accounts and we shall be entitled to
assume, unless otherwise informed in writing, that no debits or deposits to any such Accounts
are exempt from any such duty or charge.
6. STATEMENTS, CHEQUES AND NOTICES
6.1 We shall provide statements of account in such detail and for such periods as may be agreed with you
from time to time and, in the absence of express agreement, in accordance with our usual practice or,
where required, applicable law in relation to Accounts in the relevant jurisdiction as notified or made
available to you from time to time.
6.2 You shall examine all statements of account, advice, confirmations and notices received from us and
promptly notify us in accordance with Clause 11 or by contacting your client services representative by
email or telephone of any inaccuracies, discrepancies, unauthorised debits or other unauthorised
transactions or improper entries arising from whatever cause (including but without limitation forgery,
fraud, lack of authority or negligence of yours or any other person). Absent manifest errors, you agree
that the statement of account, whether in electronic form or otherwise, shall, as between the Parties, be
conclusive evidence as to the balance shown therein and that the statement of account shall be binding
upon you, by which you shall be deemed to have agreed to waive any rights, to raise objections or
pursue any remedies against us in respect thereof unless you notify us in writing of any such
inaccuracies, discrepancies, unauthorised debits or other unauthorised transactions or improper entries
within thirty (30) days of the date the electronic statement has been made available by us or the paper
statement of account is first mailed to you by us, whichever occurs first.
6.3 We are authorised to mail, facsimile or send by electronic means all statements, notices and other
communications at your risk to your address or using the details provided by you when the Accounts
were opened or any other address or details subsequently communicated by you to us in writing.
6.4 We will provide you with blank cheques upon receipt of your request in writing. Unless you
specifically request that we provide the blank cheques to a person designated by you to collect the
cheques, all blank cheques will be mailed to your address given when the Accounts are opened or any
other address subsequently communicated by you to us in writing. We are authorised to act on
instructions with respect to the provision of blank cheques. You agree to destroy all blank and unused
cheques provided by us to you upon closing or being notified of closure of the relevant Account.
6.5 You shall promptly notify us in accordance with Clause 11 of the loss or theft of any cheque, bill of
exchange or promissory note.
6.6 If, on your instruction, documents are kept at our premises for collection, and are not collected by you
within thirty (30) days of production, we are authorised to mail these documents to your address given
when the Accounts are opened or any subsequent address subsequently communicated by you to us in
writing.
Page 10 of 57 IAA/V12/APR2016
7. SET-OFF
7.1 We may (at any time and without prejudice to any of our other rights howsoever arising and without
prior notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit
balances of the Accounts or may retain, apply or set off any money held in any Account in any
currency towards payment of any amount owing by you to us. We shall be entitled to accelerate the
maturity of any fixed term deposit. For the purposes of this Clause 7, we may effect currency
conversions at such times or rates as we may think reasonable and may effect such transfers between
any Accounts as we consider necessary.
7.2 Without prejudice to the foregoing, we may at any time require the payment on demand of the debit
balance on any Account without considering the credit balance on any other Account.
8. AMENDMENTS AND TERMINATION
8.1 Unless otherwise expressly agreed, this Agreement shall remain in full force and effect for so long as
you maintain any Account with us.
8.2 Subject to local law or regulations, any amendment hereto will be effective upon reasonable prior
notice in writing being given to you of such amendment. By continuing to operate the Accounts after
such notice you will be deemed to have accepted such amendment.
8.3 As a condition to the opening and operation of any Account in a jurisdiction, you shall deliver to us any
documents specified by us in a required document list in relation to that jurisdiction in addition to those
documents specified in Schedule 1 and 2.
8.4 In countries where you already maintain Accounts, additional Accounts will be opened and existing
Accounts will be closed upon receipt of a written request by you, signed by any Authorised Signatory,
unless otherwise specifically provided in any authority or limitation on authority agreed between the
Parties.
8.5 Whenever we agree to open an Account, any additional supplemental terms and conditions (in addition
to those in Schedule 1, Schedule 1A and Schedule 1B which are incorporated in accordance with
Clause 1.5) applicable to the operation of any such Account will become an integral part of this
Agreement and this Agreement shall be deemed to have been amended by the addition of such terms
and conditions. If requested to do so by us, you shall immediately appoint, and notify to us the name
and address of, an agent for service of process for documents and proceedings in any jurisdiction and
thereafter you shall undertake to maintain at all times an agent for services of process in such
jurisdiction.
8.6 Either Party may at any time close any or all of the Accounts and terminate the relationship between
the Parties by giving not less than thirty (30) days prior written notice to the non-terminating Party to
do so. Once the period of notice has expired any affected Accounts will cease to accrue credit interest
and any credit balance thereon will be placed at your disposal. Unless otherwise expressly agreed in
writing, we shall be entitled at any time to cancel any relevant credit commitments and outstandings
and to demand immediate payment of our claims (whether direct or contingent) in respect of any
affected Accounts. Thereafter any outstanding amounts owed to us by you shall accrue debit interest in
accordance with Clause 5.1.
9. DATA AND TRANSACTIONAL PROCESSING, CONFIDENTIALITY AND CONSENT TO
DISCLOSURE OF CUSTOMER INFORMATION
9.1 Data transactional processing may, subject to all applicable laws, be entrusted by us to any of our
offices, branches, subsidiaries, affiliates or units including such offices, branches, subsidiaries,
affiliates or units located abroad. You agree that we may transfer any data relating to the Accounts or
to your relationship with us to such branches, subsidiaries, affiliates or units and carry out any
transactional and data processing at such locations as we may consider appropriate.
9.2 Except as otherwise provided in this Agreement, we agree to take customary and reasonable
precautions to maintain the confidentiality of all information in connection with this Agreement or
other information respecting you and/or your Accounts and business with us, provided to us by you or
otherwise known to us ("Customer Information").
You acknowledge and agree that we may disclose Customer Information to our other offices and
branches and to our subsidiaries, affiliates or units: (i) to perform our obligations or provide the
services under this Agreement, or such other services as we may agree with you from time to time; (ii)
to carry out and/or facilitate transactional and data processing; (iii) for information management or
Page 11 of 57 IAA/V12/APR2016
banking relationship purposes; (iv) to comply with applicable laws or regulations; and (v) for the
purposes of conducting credit assessments. For the purposes of this Clause 9, to the extent permissible
by applicable laws and regulations, you agree to waive the banking secrecy laws, if any, of the country
or countries where you and the Accounts are located with respect to such data and Customer
Information.
9.3 In relation to Customer Information that is about identifiable individuals (such as the person(s) we deal
with at your organisation in relation to the Accounts) (“Personal Data”), except as otherwise provided
in this Clause 9, we will only process that Personal Data or disclose it to our offices, branches,
subsidiaries, affiliates or units: (i) to perform our obligations and provide the services under this
Agreement, or such other services as we may agree with you from time to time; (ii) to carry out and/or
facilitate transactional and data processing; (iii) for information management or banking relationship
purposes; (iv) to comply with applicable laws or regulations; and (v) for the purposes of conducting
credit assessments.
We may engage third parties to provide storage, information technology, transactional, data processing
and other services to us and in those circumstances, they will be required to treat Personal Data (and
other Customer Information) solely in accordance with our instructions.
We may disclose Customer Information (including Personal Data) to certain other third parties
including, without limitation, SWIFT, any country’s central bank or any other bank or financial
institution, any clearing house association or processor or clearing system, transaction beneficiaries,
any private or common carrier communication or transmission facility, any time-sharing supplier or
any mail or courier service to perform our obligations or provide the services under this Agreement, or
such other services as we may agree with you from time to time, or to facilitate transactions. You
hereby acknowledge and agree that we may disclose Customer Information (including Personal Data)
to such third parties.
For the purposes set out in this Clause 9.3, you are informed that we may transfer or disclose Personal
Data to recipients located in a jurisdiction other than where you or your Account(s) are located. This
may involve transfers to countries which may not have well developed data protection legislation and
where the individuals identified by the Personal Data may not have rights under data protection
legislation in those jurisdictions, to which you hereby agree. In addition to relying on your consent, we
may have taken measures to ensure that the Personal Data are protected by entering into, where
appropriate, data transfer agreements. However, we only intend to transfer or disclose Personal Data to
our offices, branches, subsidiaries, affiliates and units and to third parties as described above and in
Clause 9.4.
9.4 You further consent to the disclosure of Customer Information (including Personal Data subject to
compliance with applicable data protection law) by us, or any offices, branches subsidiaries, affiliates
or units (i) at the request of any governmental, regulatory, securities exchange or other similar agency
or authority to which we are subject or submit or to which any such office, branch, subsidiary affiliate
or unit is subject or submits; (ii) to our or its professional advisers or auditors; (iii) pursuant to
subpoena or other court process, or to the extent required in connection with any litigation between us
or any offices, branches, subsidiaries, affiliates or units and you; (iv) that has become public other than
through our breach of these confidentiality obligations; (v) which is obtained by us from a third party
who is not known by us to be bound by a confidentiality agreement with respect to that Customer
Information; or (vi) when otherwise required to do so in accordance with any applicable laws,
regulations or governmental process.
9.5 Before you or anyone on your behalf discloses Personal Data relating to your legal representatives,
employees and other individuals to us or anyone on our behalf in connection with this Agreement, you
shall ensure that the individuals to whom those Personal Data relate are aware of (i) the proposed
disclosure to us; (ii) our identity (including our registered office address); (iii) the information set out
in Clause 9; (iv) that they may have rights of access to and correction or deletion of their Personal Data
under data protection law as well as a right to object to the processing of their information on
legitimate grounds; and (v) that they should contact you if they wish to seek to exercise those rights.
Should an individual with rights, as described in sub-paragraph (iv) above, contact you pursuant sub-
paragraph (v) in order to exercise such rights, you should promptly notify us of this and provide such
details of the request made by the individual as we may require.
Notwithstanding the forgoing, should an individual with such rights indicate to you that they wish to
contact us directly to exercise such rights, you shall notify the individual that they should contact the
relationship manager with whom you usually deal and provide the individual with the relevant contact
details.
Page 12 of 57 IAA/V12/APR2016
9.6 You acknowledge and agree that failure to provide Customer Information (including Personal Data)
when requested may result in certain services not being available to you or other consequences as
notified at the time of request.
9.7 Where you and/or your Account(s) are located within the European Economic Area (the "EEA"), you
acknowledge that transfers and disclosures made pursuant to this Clause 9 may be made to recipients in
countries outside the EEA.
10. MISCELLANEOUS
10.1 You will advise us without delay of any change in your legal status, name, address or capacity, of any
change to your constitutional documents or your rights with respect to the Accounts and of any other
change affecting your business relations with us. Any such notice will only be effective upon receipt
by us and after we have had a reasonable time to act on it.
10.2 You agree to obtain all approvals and make all reports required by any relevant law or regulation then
prevailing in connection with your transactions.
10.3 The Parties will abide by any requests, requirements, rules, regulations or policies of any regulatory,
governmental, fiscal, monetary or other body or authority to which you or we are subject at any time
and you agree to take all necessary action (including but not limited to your executing further
documents or providing to us further information or documents as we deem necessary and/or closing of
your affected Account(s)).
10.4 The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair
the continuation in force of the remainder of this Agreement.
10.5 Where this Agreement is executed by the Parties in English and another language, the Agreement in the
English language shall prevail in the case of inconsistency between those executed versions, unless
otherwise required by applicable law or regulation.
10.6 Subject to paragraph 7 of the introduction to this Agreement under which rights are expressly granted
to third parties, a person who is not a party to this Agreement has no right to enforce any term of this
Agreement.
11. NOTICES
11.1 Unless otherwise provided, a notice under or in connection with this Agreement (a "Notice"):
(i) shall be in writing;
(ii) shall be in the English language; and
(iii)
(a) in the case of a Notice to be provided to you, such Notice may be mailed, faxed, or sent
by electronic means by us to your address or using the details given by you when the
relevant Account was opened or any other address or details subsequently
communicated by you to us in writing; or
(b) in the case of a Notice to be provided to us, such Notice may be mailed, faxed, or sent
by electronic means by you to us using the address or details of the local branch or your
client services representative as communicated by us to you in writing when the
relevant Account was opened or any other address or details subsequently
communicated by us to you in writing for the purposes of this Clause 11.
11.2 Unless otherwise provided, a Notice given under Clause 11 is effective when actually received.
12. INTERPRETATION
In this Agreement:
(i) unless the context otherwise requires, words denoting the singular number only shall include
the plural and vice versa;
(ii) references to Clauses and Schedules are to clauses of and schedules to this Agreement;
(iii) references to this Agreement include the Schedules hereto;
Page 13 of 57 IAA/V12/APR2016
(iv) references to this Agreement and/or any Schedules shall be construed as referring to the same
as from time to time amended, varied, supplemented or substituted;
(v) “Authorised Signatory” means any person (whether legal or natural) from time to time
authorised by you for the purposes of this Agreement; and
(vi) “SWIFT” means the international electronic message-transfer service known as the Society
for Worldwide Interbank Financial Telecommunication.
Page 14 of 57 IAA/V12/APR2016
SCHEDULE 1
Supplemental Terms and Conditions applicable in respect of particular jurisdictions where Accounts
are maintained
Where an Account is maintained in a jurisdiction which is set out below, the additional terms and conditions relating to
that jurisdiction shall be incorporated into and form part of the Agreement relating to such Account.
Australia
(a) Bank of America, N.A. (“BANA”) is a foreign ADI, or authorised deposit-taking institution, under the Banking
Act 1959 (Commonwealth). As a foreign ADI, we are required to notify you that provisions in the Banking Act
1959 (Commonwealth) (“Banking Act”) for the protection of depositors do not apply to foreign ADIs including
BANA. For example, depositors with foreign ADIs do not receive the benefit of the following protections:
(i) Deposits are not covered by the financial claims scheme and are not guaranteed by the Australian
Government;
(ii) Deposits do not receive priority ahead of amounts owed to other creditors. This means that if a foreign ADI
(such as BANA) was unable to meet its obligations or suspends payment, its depositors in Australia would
not receive priority for repayment of their deposits from the foreign ADI’s assets in Australia;
(iii) A foreign ADI is not required to hold assets in Australia to cover its deposit liabilities in Australia. This
means that if the foreign ADI ( such as BANA) was unable to meet its obligations or suspends payment it is
uncertain whether depositors would be able to access the full amount of their deposit;
(iv) the Australian Prudential Regulatory Authority’s (“APRA”) power to take control or appoint an
administrator to take control of an ADI in the interests of depositors in the event of insolvency or
suspension of payments does not apply to a foreign ADI including BANA ; and
(v) the requirement for an ADI to immediately inform APRA if it considers it is likely to become unable to
meet its obligations or is about to suspend payment does not apply to a foreign ADI including BANA.
Section 11F of the Banking Act states that if a foreign ADI (such as BANA) (whether in or outside Australia)
suspends payment or becomes unable to meet its obligations, the assets of the ADI in Australia are to be
available to meet the ADI’s liabilities in Australia in priority to all other liabilities of the ADI. Note that deposits
held outside Australia may not have the benefit of this provision. Further, section 86 of the Reserve Bank Act
1959 (Commonwealth) states that debts due by an ADI (such as BANA) to the Reserve Bank of Australia shall
in a winding-up of BANA have priority over all other debts of the ADI.
(b) In accordance with the Australian Prudential Standard APS 222, we are required to notify you that, with the
exception of BANA none of the Bank of America Merrill Lynch (“Bank of America Merrill Lynch”) entities
in Australia is authorised as an Authorised Deposit-taking Institution under the Banking Act 1959 of Australia
or subject to prudent regulation by the APRA.
Furthermore, unless expressly stated:
(i) financial products issued by such Australian Bank of America Merrill Lynch entities, excluding
BANA, do not represent liabilities of BANA and the investment performance of such financial
products is not guaranteed by BANA;
(ii) financial transactions entered into by such Australian Bank of America Merrill Lynch entities,
excluding BANA, do not represent liabilities of BANA and are not guaranteed by BANA; and
(iii) other obligations assumed by such Australian Bank of America Merrill Lynch entities, excluding
BANA, do not represent liabilities of BANA and are not guaranteed by BANA.
(c) This Agreement and any supplementary documents are intended for use only by “Wholesale Clients” as defined
in section 761G of the Corporations Act 2001 (Commonwealth) (“Corporations Act”). In no circumstances
may this Agreement or supplementary documents be made available to a "Retail Client" as defined in section
761G and 761GA of the Corporations Act.
(d) You acknowledge that, prior to your consent to disclosures of Personal Data to overseas recipients pursuant to
Clause 9.3, we have expressly informed you that it is a consequence of such consent that, if an overseas
recipient handles the personal data in breach of the Privacy Act 1988 (Commonwealth), we are not accountable
under the Privacy Act and you may not be able to seek redress under the Privacy Act or in the overseas
jurisdiction.
(e) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,
for example, relevant central banks. Where, as a result of market conditions (including, for example, the
imposition of negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in
Page 15 of 57 IAA/V12/APR2016
connection with, the placing of such deposits, we may charge you a fee. In the event that we decide to charge
you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred
by us in respect of the relevant deposit facilities.
Belgium
(a) Clause 7.2 shall be renumbered as 7.3 and a new Clause 7.2 shall be inserted as follows:
"You hereby pledge to us, as security for the due performance of any obligation owing from you to us in
connection with this Agreement (as amended from time to time) or any Account, all the sums deposited from
time to time on any Account and all your claims against us for the repayment of the credit balance of any
Account and for the payment of interest thereon."
(b) In addition to the reporting and disclosure of customer information referred to in Clause 9, we may
communicate on an annual basis details of the bank accounts you hold with us, the agreements you enter into
with us, and certain other client information, to the Central Contact Point maintained by the National Bank of
Belgium (NBB), established at Berlaimontlaan 14, 100 Brussels, unit "Central Contact Point" (in Dutch:
"Centraal Aanspreekpunt"; in French: "Point de Contact Central"). This requirement for us to report
information to the Central Contact Point is set out in Article 322, §3 of the Belgian Income Tax Code which
provides that credit institutions that are active in Belgium must communicate certain client information, and the
bank accounts held, and contracts entered into, by their clients, to the Central Contact Point.
We may communicate the following information to the Central Contact Point:
(i) if you are a company registered with the Belgian Crossroadsbank for Enterprises: your enterprise
number;
(ii) if you are not registered with the Belgian Crossroadsbank for Enterprises: your full name, legal form
and country of establishment.
When we report information to the Central Contact Point on an annual basis we will report inter alia (i) the list
of bank accounts you held (jointly or individually) at any time during the year for which our report is
established, and (ii) all agreements (as defined in the applicable legislation) you have entered into with us at any
time during the year for which our report is established.
The Belgian tax administration may, in certain circumstances and following the procedure set out in the law,
have access to the information held by the Central Contact Point.
You are entitled to obtain sight of the information which the Central Contact Point holds with respect to you. If
any information is incorrect or should not have been recorded by the Central Contact Point, then you have the
right to have such information corrected or deleted by us.
We understand the information recorded in the Central Contact Point will be retained by the Central Contact
Point for a period of maximum 8 years, starting on the last day of the calendar year during which client
information was communicated to the Central Contact Point for the last time.
For the purposes of the Belgian data protection legislation, the National Bank of Belgium has been appointed as
the entity responsible for the processing of the information held by the Central Contact Point.
Canada
NOTICE
(a) Deposits with the Canada Branch are NOT insured by the Canada Deposit Insurance Corporation.
Bank of America, National Association, Canada Branch is authorized to carry on business in Canada pursuant to
the Bank Act. Its primary supervisor, The Office of the Comptroller of the Currency in the United States of
America, is responsible for the supervision of the total business and affairs of Bank of America, National
Association. Its business in Canada is supervised by the Office of the Superintendent of Financial Institutions.
For more information, you can contact the Office of the Superintendent of Financial Institutions at:
Office of the Superintendent of Financial Institutions
255 Albert Street
Ottawa, Ontario
K1A 0H2
Page 16 of 57 IAA/V12/APR2016
By executing this Agreement, you acknowledge receipt of this notice.
(b) Subject to any specific instructions given in writing by you to us and acknowledged by us, you hereby waive in
favour of us every requirement for presentment, dishonour, notice of dishonour, protest or notice of protest of all
bills of exchange, promissory notes, cheques, orders for the payment of money, securities, coupons, notes and
other instruments drawn, made, accepted or endorsed by you and now or hereafter delivered to any of our
branches for any purpose whatsoever, and you shall be liable to us in respect thereof as if presentment,
dishonour or protest had been duly made or notice of dishonour or protest duly given. If we should consider that
any endorsement on an instrument is other than that of yours or for any other reason, at the discretion of any
officer, employee or agent of ours, the same may be noted and protested accordingly, but we shall not in any
event be liable to you for any failure or omission to note or protest any instrument. Without limiting the
foregoing, we may refuse, without liability, to accept, honour, certify, pay or process any bills of exchange,
promissory notes, cheques, orders for the payment of money, securities, coupons, notes or other instruments that
do not comply with applicable laws or standards.
(c) It is the express wish of the Parties that this Agreement and all related documents be drawn up and executed in
English. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient
rédigés et signés en anglais.
(d) We may disclose Customer Information to a person or entity that appears to have a legitimate need for such
Customer Information including, without any limitation, any credit bureau or reporting agency and any party
purporting to have granted, or to be considering granting credit to you.
(e) Certain information about directors, officers and authorised signatories is required in connection with the
establishment of Accounts in Canada. This information will be retained at our Canadian branch and is available
upon request.
(f) In furtherance of Clause 1.2 of this Agreement in respect of Accounts maintained with our Canadian branch, the
terms and conditions set out in this Agreement, including the Schedules, shall be governed by the laws of the
province of Ontario and the federal laws of Canada applicable therein.
(g) Without limiting the generality of Clause 4.5, you agree not to make or pursue and you hereby waive,
irrevocably, any present or future claim against us for interest which you have or may hereafter have pursuant to
subsection 48(3) of Canadian Payments Association By-law No. 7 – LVTS adopted under the Canadian
Payments Act (Canada) (as such subsection may be amended from time to time or replaced), notwithstanding
that we have not fulfilled all or part of our obligations set out in sections 43 to 47 and 49 under such By-law (as
they may be amended from time to time or replaced), provided that we have not acted negligently with regard to
the performance of our obligations thereunder.
(h) For the purposes of Clause 5.2 of this Agreement, such Clause shall constitute an express agreement between
you and us as to the fees, charges and costs relating to the Accounts and the maintenance of the Accounts at our
Canada Branch. You acknowledge that you have received our schedule of charges, fees and costs in respect of
maintaining your Canadian Accounts as at the date of this Agreement.
(i) You will be notified in writing 30 days prior to the effective date of any increase of any fees, costs and
charges applied to your Accounts at our Canadian branch or of any additional charges applicable to your
Accounts maintained at our Canadian branch.
(j) If you have any complaints related to charges applied to your Accounts with the Canadian branch, you should
contact our Client Services Department at 1-800-387-1729 (Local) or 1-800-387-1135 (U.S.) or by email at
[email protected]. You may also contact the Ombudsman for Banking Services and
Investments (OBSI) within 180 days after you receive a final response from us. The contact information for
OBSI is as follows: Ombudsman for Banking Services and Investments, 401 Bay Street, Suite 1505, P.O. Box 5,
Toronto, ON M5H 2Y4, telephone: 1-888-451-4519, fax: 1-888-422-2865, email: [email protected]. In
addition, if you have a complaint in respect of the obligations of the Canadian branch under a consumer
provision you may communicate that complaint in writing to the Financial Consumer Agency of Canada 427
Laurier Ave. West, 6th Floor, Ottawa, Ontario K1R 1B9 or through its website at www.fcac-acfc.gc.ca.
France
(a) You represent and warrant that you are neither a public sector entity nor a private entity operating in the public
sector, falling within section 5 of the French Language Act dated 4th
August 1994 (no. 94-665). Furthermore,
you acknowledge that you are fluent in the English language and do not wish to be provided with a French
translation of this Agreement or any related documents or notices.
(b) You acknowledge that the interest rate applicable to any overdrawn Account shall be as advised by us from time
to time.
Page 17 of 57 IAA/V12/APR2016
(c) You acknowledge that all Accounts, irrespective of their nature, type or currency will constitute accounting
subsidiaries of a single, indivisible account with us.
(d) For the purposes of Clause 7, currency conversions shall be effected to the extent permitted by applicable
mandatory laws or regulations.
(e) Clause 7.1 shall be replaced with the following:
"We may (at any time and without prejudice to any of our other rights howsoever arising and without prior
notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit balances
of the Accounts or may retain, apply or set off any money held in any Account in any currency towards
payment of any amount owing by you to us. We shall be entitled to accelerate the maturity of any fixed
term deposit. For the purposes of this Clause 7, we may effect currency conversions at such times we may
think reasonable and at our prevailing exchange rates at the time of the conversion. We may effect such
transfers between any Accounts as we consider necessary."
(f) Our rights to make disclosures pursuant to Clause 9 shall be exercised in accordance with Article L. 511-33 of
the Code monétaire et financier, and (for the avoidance of doubt) any other rights to disclose that are provided
for in such Article.
Germany
(a) To the extent that we provide you with certain local products and services in Germany, standard German
banking terms (the "AGB-Banken") and certain Special Conditions may also apply to our account relationship
with you. For the avoidance of doubt, our account relationship with you is governed by this Agreement. In the
event of any inconsistency between this Agreement and the AGB-Banken, this Agreement shall prevail.
(b) Clause 3.4(ii) shall be amended to read as follows:
"In consideration of us acting in accordance with the terms of this Clause 3.4, you agree to indemnify us
and to keep us indemnified from and against any and all losses, claims, actions, proceedings, judgments,
liabilities, demands, damages, costs and expenses (including without limitation, legal fees and allocated
costs for in-house legal services) (collectively "Damages") incurred or sustained by us of whatever nature
and howsoever arising provided that you caused such Damages by your negligence or wilful misconduct
except in the event such Damages are directly caused by our fraud, gross negligence or wilful misconduct."
(c) Clause 4.5 shall be amended to read as follows:
"We shall not be liable for any loss, damage, cost or expense caused by delays, errors or omissions in the
transmission or carrying out of instructions or for any other action or failure to act under or in connection
with this Agreement and in no event will we be liable for any loss, damage, cost or expense of any nature,
arising from or in relation to economic loss, loss of business, profits, revenue, goodwill and anticipated
savings, special damages, loss of or corruption to data, loss of operation time, loss of contracts or any
indirect, consequential, exemplary or punitive loss unless such loss, damage, cost or expense has been
caused by our negligence, fraud or wilful misconduct."
(d) Clause 5.1 shall be amended to read as follows:
"We shall pay interest on credit balances on the Accounts where permitted by applicable laws and
regulations and you shall pay interest on debit balances on the Accounts, in each case at the rates and in
accordance with the arrangements agreed between the Parties from time to time and, in the absence of
express agreement, at such rates as we may determine using our reasonable discretion."
(e) Subparagraph (i) of Clause 5.2 shall be amended to read as follows:
"all our fees, charges, costs (including for non-receipt of monies advised to be received by us), out of
pocket expenses and commissions at the rates and in accordance with the arrangements agreed between the
Parties from time to time and in the absence of express agreement at such rates as we may determine using
our reasonable discretion, and"
(f) Clause 7.1 shall be replaced with the following:
"We may (at any time and without prejudice to any of our other rights howsoever arising and without prior
notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit balances
of the Accounts or may retain, apply or set off any obligations due in any currency towards payment of any
amount owing by you to us. For the purposes of this Clause 7 we may effect currency conversions at such
times or rates as we may think reasonable and may effect such transfers between any Accounts as we
consider necessary."
(g) A new Clause 7.3 shall be inserted as follows:
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"For the avoidance of doubt, you may only set off claims against us if your claims are undisputed or have
been confirmed by a final court decision."
(h) The time period specified in Clause 6.2 shall be amended, for Accounts maintained in Germany, to six (6)
weeks.
(i) The supplemental terms and conditions relating to the Payment Services Directive set out in Schedule 1B shall
be incorporated into and form part of the Agreement relating to Accounts maintained in Germany.
(j) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,
for example, the relevant central banks. Where, as a result of market conditions (including, for example, the
imposition of negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in
connection with, the placing of such deposits, we may charge you a fee. In the event that we decide to charge
you such a fee, we will inform you of such fee and it shall be identified in your client statement by giving two
months' prior notice by email. The fee will reflect fees and/or charges incurred by us in respect of the relevant
deposit facilities. The fee will become effective after the lapse of two months following our notice unless you
object by giving written notice before the end of the business day that precedes the date on which the fee takes
effect in accordance with the notification. You are entitled to terminate the Account Agreement by giving
notice to 26 Elmfield Road, Bromley, Kent BR1 1WA, Attention: Client Services within two months following
our notice. We will inform you of the effects of objection and non-objection and of your termination right in our
notice.
Greece
(a) We shall be entitled to recover from you and you hereby authorise us to collect by debiting from your
Account(s) any costs incurred by us in relation to responding to a notice of garnishment affecting your
Account(s), made or purported to be made under article 24 of Law 2915/2001, as in force from time to time,
including any legal fees and allocated costs for in-house legal services.
(b) Unless otherwise agreed with us in writing, telephone instructions are not permitted in connection with any
Accounts maintained in Greece.
(c) For the purposes of Clause 5.2 of this Agreement, such Clause shall constitute an express agreement between
the Parties as to the fees, charges and costs relating to the Accounts and the maintenance of the Accounts at our
Greek branch. You acknowledge that you have received our schedule of charges, fees and costs in respect of
maintaining your Greek Accounts as at the date of this Agreement. You will be notified in writing 30 days prior
to the effective date of any increase of any fees, costs and charges applied to your Accounts at our Greek branch
or of any additional charges applicable to your Accounts maintained at our Greek branch.
(d) Without prejudice to the provisions of Schedule 1A (Supplemental Terms and Conditions relating to the
Payment Services Directive for Accounts held in an EEA Member State (except for Accounts held in Germany)),
to the extent that Accounts maintained in Greece are considered in-scope for purposes of Law 3862/2010, as
amended from time to time (the “Greek Payment Services Directive Law”):
(i) we hereby make use of our right to derogate from the applicability of Articles 28 – 47, 49 par. 1, 51 par. 3,
56, 58, 59, 60, 63, 71 of the Greek Payment Services Directive Law; and
(ii) pursuant to Article 48 par. 1 of the Greek Payment Services Directive Law, the notice period set out in
Clause 6.2 of this Agreement shall apply to the provision of information regarding unauthorised or
defectively executed payment transactions.
(e) Clause 7.1 is amended as follows:
"Subject to applicable law or regulations, we may (at any time and without prejudice to any of our other
rights howsoever arising and without prior notice or demand for payment) combine, consolidate or merge
all or any of the credit and/or debit balances of the Accounts or may retain, apply or set off any money held
in any Account in any currency towards payment of any amount owing by you to us, whether or not
matured, due or ascertained. In the latter case, we shall be entitled to set off an amount estimated by us in
good faith, to be the amount of that obligation. We shall be entitled to accelerate the maturity of any fixed
term deposit. Subject to applicable laws and regulations, for the purposes of this Clause 7 we may effect
currency conversions at such times or rates as we may think reasonable and may effect such transfers
between any Accounts as we consider necessary."
(f) To the extent that Personal Data processed in respect of your Account(s) is held with us in Greece, the data
controller is: Bank of America, National Association, Athens branch (68 V.Sofias Avenue), Tel. +30 210
7415200 or such other address as we may notify to you from time to time.
(g) You agree that the terms of this Agreement limiting our liability have been agreed upon following individual
negotiation between the Parties, which you agree and accept is sufficient for purposes of Article 332 of the
Greek Civil Code, as in force.
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(h) The supplemental terms and conditions relating to Accounts held in Greece set out in Schedule 3 shall be
incorporated into and form part of the Agreement relating to Accounts maintained in Greece.
(i) By deviation of clauses 2.1(a) and 6.4 of this Agreement, we shall provide you with “Account Payable Only”
cheques only, as the meaning of such Cheques is described in Article 39 of Law 5960/1933. The payment of any
cheques drawn on our Athens branch will be hereinafter performed exclusively to bank accounts and not in
cash.
Hong Kong
(a) It is the express wish of the Parties that this Agreement and all related documents be drawn up and executed in
English.
(b) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,
for example, the relevant central banks. Where, as a result of market conditions (including, for example, the
imposition of negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in
connection with, the placing of such deposits, we may charge you a fee. In the event that we decide to charge
you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred
by us in respect of the relevant deposit facilities.
(c) The following new Clause 2.7 shall be inserted at the end of Clause 2.6:
“2.7
2.7.1 e-Cheques Deposit Services provisions – applicability and definitions
(a) The provisions in this Clause 2.7 apply to our services relating to e-Cheques. The other provisions of
this Agreement which apply to paper cheques or generally to our services continue to apply to e-
Cheques and our e-Cheques Deposit Services to the extent that they are relevant and not inconsistent
with the provisions in this Clause 2.7. The provisions in this Clause 2.7 prevail if there is any
inconsistency between them and the provisions of this Agreement 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 Ordinance" means 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.
"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's order (as the case may be) and may be issued
in Hong Kong dollars, US dollars, Renminbi and such other currency(ies) as may be permitted under
the e-Cheque Drop Box Terms from time to time.
"e-Cheques Deposit Services" mean the services offered by us 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.
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"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 Bank" means 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 us 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.
2.7.2 Nature and scope of e-Cheques Deposit Services
(a) We may provide e-Cheques Deposit Services at our discretion. If we provide e-Cheques
Deposit Services to you, you may deposit e-Cheques. In order to use the e-Cheques Deposit
Services, you have to provide such information and documents and accept such terms and
conditions which may be required or prescribed by us and the Clearing House respectively
from time to time. You may also be required to sign forms and documents prescribed by us
from time to time.
(b) e-Cheques Deposit Services allow you and other persons to present e-Cheques (whether
payable to you and/or any other holder of the Payee Bank Account) for deposit with us (as
Payee Bank), using the e-Cheque Drop Box Service offered by the Clearing House, in
accordance with Clause 2.7.3below.
(c) We may provide e-Cheques Deposit Services relating to e-Cheques that are issued in any
currency specified by us from time to time, including Hong Kong dollars, US dollars or
Renminbi.
(d) We have the right to set or vary from time to time the conditions for using the e-Cheques
Deposit Services. These conditions may include the service hours of the e-Cheques Deposit
Services (including cut-off times for presenting e-Cheques), and any fees and charges payable
by you for the e-Cheques Deposit Services.
2.7.3 e-Cheques Deposit Services
(a) The e-Cheques Deposit Services may allow presentment of e-Cheques issued in your favour
for deposit with us (as Payee Bank) at any of your Account(s) using the e-Cheque Drop Box
Service provided by the Clearing House.
(b) e-Cheque Drop Box Service
(1) The e-Cheque Drop Box Service is provided by the Clearing House. You are bound by
the e-Cheque Drop Box Terms in relation to your use of the e-Cheque Drop Box
Service. You are solely responsible for performing your obligations under the e-
Cheque Drop Box Terms.
(2) In order to use the e-Cheque Drop Box Service, you are 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. Subject to the e-Cheque Drop Box Terms,
you are allowed to register an e-Cheque Drop Box Account with a Payee Bank
Account that is your same-name account or an account other than your same-name
account. You are solely responsible for the presentment of all e-Cheques by you or
any other person using your e-Cheque Drop Box Account (including presentment of
any e-Cheques to a Payee Bank Account other than your same-name account).
(3) 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. We may (but have no obligation to)
provide reasonable assistance to you. In particular, we do not have the electronic
record or image of any e-Cheque deposited using the e-Cheque Drop Box Service.
Page 21 of 57 IAA/V12/APR2016
(4) We give 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, you bear the responsibilities and risks relating to the use of the e-Cheque Drop
Box Service. We are not liable for loss, damage or expense of any kind which you or
any other person may incur or suffer arising from or in connection with the use of the
e-Cheque Drop Box Service.
2.7.4 Handling of e-Cheques, associated risks and our liabilities
(a) Handling of e-Cheques
You acknowledge and agree that we 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 you. Accordingly, we are entitled to collect any e-Cheque
payable to you 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 our liability
Without reducing the effect of the provisions in Clause 4 of this Agreement, in particular and
for clarity, we are not liable for loss, damage or expense of any kind which you 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 you or any other person, or the e-Cheque
Drop Box Terms;
(2) your failure to comply with your obligations relating to the e-Cheques Deposit
Services;
(3) presentment of any e-Cheque payable to you 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 our reasonable control.
(c) Your confirmation and indemnity
(1) You accept the restriction of liabilities and disclaimers imposed by us and the
Clearing House in relation to the e-Cheques Deposit Services and the services
provided by the Clearing House respectively. You accept and agree to bear the risks
and the liabilities for depositing e-Cheques.
(2) Without reducing the effect of any indemnity given by you under this Agreement or
any other rights or remedies that we may have, you will indemnify us and hold us
harmless against the Damages which may be incurred or sustained by us as a result of
or in connection with our provision of the e-Cheques Deposit Services or your use of
the e-Cheques Deposit Services except in the event such Damages are directly caused
by our fraud, gross negligence or wilful misconduct. This indemnity shall survive the
termination of the e-Cheques Deposit Services without limit in time.”
India
(a) In relation to any Accounts which are opened and maintained with any Indian Branch, the term “we”, “us” and
“our” in this Agreement means Bank of America, N.A., Indian Branch where such account(s) is/are opened and
maintained.
(b) You hereby agree to submit such customer identity documents as may be demanded by us, including but not
limited to recent photographs, identity documents and proof of address of all signatories to the Account after the
expiration of the specific documentation review period associated with the customer account profile, as required
under the applicable Reserve Bank of India ("RBI") regulations.
Page 22 of 57 IAA/V12/APR2016
(c) Funds in Accounts can be repatriated out of India only for such purposes as have been approved by the RBI
under their Trade and Exchange regulations.
(d) Any foreign exchange transactions must comply with the Foreign Exchange Management Act, 1999 and rules,
regulations and directions issued thereunder (as may be amended from time to time) ("FEMA"). If we require,
you must give requisite information or documents to us to evidence compliance with the provisions of FEMA.
If you do not give the requisite information or documents to us, we may not authorize a transaction and may
make a report to the Reserve Bank of India and/or any authority as may be required under applicable law.
(e) Irrespective of what is stated elsewhere in this Agreement, any changes in the terms and conditions with regards
to an Account maintained with and operated by Bank of America, N.A., Indian Branch will be posted on our
India specific website and shall be effective from the date stated on the website. You are therefore encouraged to