Capital Security Bank - Terms & Conditions

Page 1

TERMS & CONDITIONS


CONTENTS 3 General Terms and Conditions 11 Electronic Portal – Additional Terms 14 Trading Account – Additional Terms 21 Precious Metals Account – Additional Terms 23 Investment Account – Additional Terms 25 Card Account – Additional Terms

FORMS – TERMS & CONDITIONS AUGUST 2016


GENERAL TERMS AND CONDITIONS The following terms and conditions shall govern business relations between Capital Security Bank Limited and/or Capital Security Bank Cook Islands Limited (the “Bank”), the parties who have provided the specimen signatures submitted by the Account Holder to the bank in writing (the “Account Signatories”), and the holder of the account as named on the account application form (the “Account Holder”): 1 Power of attorney and specimen signatures The specimen signatures submitted by the Account Holder to the Bank in writing shall be valid until they are revoked by specific written notification to the Bank, irrespective of any public notification. The Account Holder shall be liable for any damage resulting from failure to recognize identification deficiencies and forgeries, provided that the Bank and its staff are not guilty of gross negligence. 2 Lack of capacity to act The Account Holder shall be liable for any damage resulting from lack of capacity to act on its own part or third parties authorized to represent the Account Holder vis-à-vis the Bank, unless the Bank has been notified in writing of the said lack of capacity. 3 Notifications by the Bank to the Account Holder The Bank’s correspondence, documents, securities and the like shall be deemed to have been delivered if sent to the last address either physical or electronic given by the Account Holder to the Bank. The copies and dispatch lists in the possession of the Bank shall constitute proof of dispatch and of when such mail was sent. Correspondence, documents, securities and the like which cannot be delivered shall be treated in the same way as mail kept by the Bank pursuant to Paragraph 4 below. 4 Correspondence held by the Bank By default all correspondence including account statements are delivered via the Electronic Portal and other electronic means unless alternate arrangements are agreed to between the Account Holder and the Bank. If the Account Holder elects the Bank as domicile for delivery of notices sent to it, it expressly acknowledges all notices received for it at the Bank to have been duly delivered to it one day after the date indicated on them. Notwithstanding the Account Holder’s instructions, the Bank shall be entitled to deliver mail to the Account Holder if the Bank believes this is necessary in order to safeguard its interests. Notices held at the Bank shall be equated in every respect with notices which are dispatched. The Account Holder shall be solely responsible for monitoring notices delivered to it by delivery to the Bank. The Bank shall not be liable for any damage which the Account Holder may suffer either as a result of notices for the Account Holder being kept by the Bank on the Account Holders instructions or from the Bank.

CAPITAL SECURITY BANK LIMITED

3


The Bank shall be entitled to destroy mail kept for the Account Holder at the Bank after a period of six years following closure of the account. This provision shall also apply to the delivery of documents for the Account Holder from third parties. 5 Use of information The Bank will generally not disclose the Account Holder’s account details to third parties without the Account Holder’s prior permission except that nothing shall prevent or restrict the Bank from disclosing customer information to: (a) its service providers, (b) its accountants and professional advisors; (c) any applicable regulatory authority having jurisdiction over it; (d) its affiliates, (e) anyone authorised by law or a court order. The Account Holder and the Account Signatories, by completing an application to open an account with the Bank, provide their written consent to the Bank’s disclosure of certain information on the account for the purposes of the Banking Act 2011 (as amended). 6 Transmission risk The Bank does not have to accept the Account Holder’s instructions that are received by telephone, facsimile, email, or post. Even if the Bank has agreed to accept instructions sent by telephone, facsimile, email, or post, the Bank may still refuse to accept these instructions if it believes they have not been given by the Account Holder or an Authorised Signatory. The Account Holder agrees that if the Bank does accept instructions by telephone, facsimile, email, or post, the Account Holder: •

agrees enquiries may only be made about accounts by an Authorised Signatory;

agrees the Bank does not have to identify the person giving the instructions;

agrees that the Bank shall have no liability for any losses or costs suffered by the Account Holder as a result of the Bank acting on the instructions received;

promises to pay any losses or costs the Bank incurs as a result of the Bank acting on the instructions received; and

agrees to promptly notify the Bank of the unauthorised transaction(s) in accordance with the Bank’s current procedures.

7 Inadequate execution of instructions In the event of non-execution or inadequate execution of instructions, the Bank shall only be liable in the case of proven intentional misconduct. Where funds are held on term deposit or certificate of deposit the Bank requires not less than four clear working day’s notice prior to the expiration of that term if the funds, or any part thereof, are to be withdrawn from the account or placed on call. A penalty fee may be payable. If no instruction is received the deposit is rolled over automatically for a further term of the same duration as the last term

CAPITAL SECURITY BANK LIMITED

4


and shall carry the interest rate applicable at that time for deposits of that amount for that term. 8 Tacit approval and objections of the Account Holder Objections by the Account Holder to the execution of instructions of any kind or with regard to other notices must be made immediately after delivery of the relevant notice in accordance with Paragraph 3 and 4 above or, where the Bank stipulates a period, within that period. Irrespective of acknowledgement, advice of execution by the Bank constitutes proof of the instructions received, unless objection is raised immediately upon receipt of the advice. If advice is not received, any objection must be made as soon as the advice would have been received by the person to whom such advice would in the normal course be given. 9 Lien and right to set-off The Bank shall have a lien on all assets which it holds on its own premises or elsewhere on behalf of the Account Holder in the normal course of business or for other reasons, and a right to set-off all the claims it may have against the Account Holder, even if such claims are not yet due. So far as securities are not bearer instruments, they shall simultaneously be assigned as pledges in accordance with Cook Islands law. The Bank shall be entitled to realize the pledged assets by way of compulsory or private auction at its discretion if the Account Holder does not meet the Account Holder’s commitments vis-à-vis the Bank on the due date. In the event that the Bank must take action against the Account Holder to enforce the obligations, including, without limitation, turning the account over to a collection agency or a lawyer for collection the Account Holder shall be liable for all of the costs and expenses incurred by the Bank in connection with such action. 10 Account transactions Payments in respect of the agreed or usual interest, commissions, fees, expenses and taxes shall be credited or debited monthly, quarterly, half-yearly or yearly, at the discretion of the Bank. The Bank reserves the right to adjust its interest rates, commissions and fees at any time, and to inform the Account Holder of such action by circular letter, by posting of a notice on its website or by another appropriate means. All the accounts held by the Account Holder at the Bank shall, irrespective of designation and currency, constitute a single current account. The Bank shall be entitled to set-off the various accounts against one another in respect of interest payments and balances; but it is free to treat each individual balance as an independent account.

CAPITAL SECURITY BANK LIMITED

5


Should the account show a debit balance, this shall be considered as an acknowledged debt of the Account Holder vis-à-vis the Bank even if the account continues to be operated. If the Account Holder has given the Bank a number of instructions, the total amount of which exceeds the funds available in the Account Holder’s account or the credit limit granted to the Account Holder, the Bank shall be entitled to decide at its own discretion which instructions are to be executed in part or in full, without regard to the date of those instructions or the order in which they were received by the Bank. Incoming payments for the Account Holder’s account shall be credited in the currency received providing the correct inward payment instructions have been used. The Bank shall not be liable for any damage, loss, costs or expenses whatsoever to or of the Account Holder at any time from incorrect payment instructions being used. 11 Foreign currency accounts Any balances in currencies other than United States Dollars (“Foreign Currency”) in favour of the Account Holder shall be held with correspondent banks inside or outside the relevant currency area in the name of the Bank. The Account Holder shall bear all the consequences of legal/official regulations and restrictions, as well as any taxes and duties which may be levied in the countries in which any funds, stocks, shares, bonds, mutual funds, notes, short-term money instruments, commercial papers, foreign exchange contracts or precious metals are held or have been issued or which fall under that country’s jurisdiction. 12 Payments The Bank may fulfil its commitments to the Account Holder in respect of Foreign Currency at any time by issuing checks drawn on correspondent banks or by assigning parts of its Foreign Currency claim. 13 Bills of exchange, checks and similar instruments Covering funds for drawings on accounts with the Bank must be available at the Bank at least two business days prior to the date or payment date. In so far as the Bank is called upon to deal with bills and checks drawn on foreign drawees within the periods of limitation in force in the countries concerned, the Account Holder shall be liable for any damage resulting therefrom. The Bank shall be entitled to redebit discounted or credited bills of exchange, checks and other paper if these items are not paid. Pending the settlement of any outstanding debit balances, however, the Bank shall retain a claim to payment of the total amount of the instrument plus related claims against any party liable under the instrument, whether such claims emanate from the instrument or exist for any other legal reasons.

CAPITAL SECURITY BANK LIMITED

6


14 Termination of business relations The Bank shall have the right to terminate existing business relations with immediate effect at any time it sees fit, as well as to cancel credit facilities which have been promised or are in use, and to call for repayment of its outstanding balances, which shall immediately become due without further notice. 15 Minimum balance requirements The minimum balance required to maintain an account with Capital Security Bank Limited is USD 20,000 (or its equivalent in other currencies) (the “Minimum Required Balance”). Where at any time the balance of the account is less than the Minimum Required Balance the Bank may close the Account Holder’s account with the Bank and/ or charge a fee in accordance with the Bank’s schedule of fees and/ or place a hold on the account so that the Account Holder cannot undertake any further transactions, other than instructions for closure of the account, until sufficient funds are deposited into the account to maintain the Minimum Required Balance. 16 Minimum initial deposit and initial funding timeframe The Account Holder must deposit a minimum initial deposit (the “Required Deposit”) that will be sufficient to meet the Minimum Required Balance for the account plus fees that will be charged for the opening and ongoing administration of the account for at least one year. Where the Bank approves the opening of an account but the Account Holder has not made the Required Deposit within 30 days of approval, that approval will lapse and the account application shall be deemed to have been withdrawn. The application will not be reactivated and a new application will need to be made. The Bank’s approval of an earlier application does not mean that subsequent application by that Account Holder will be approved. 17 Treatment of Saturday and Sunday as a public holiday Saturday and Sunday shall be treated as equivalent to official public holidays in the Cook Islands as far as all business transactions with the Bank are concerned. 18 Fees and Commissions The Bank’s fees shall be payable in accordance with the Bank’s schedule of fees. The Account Holder authorises the Bank to deduct its fees from the account as they fall due for payment. 19 Applicable law and place of jurisdiction All legal relations of the Account Holder with the Bank shall be governed by Cook Islands law. The place of performance and the sole place of jurisdiction for all legal proceedings, as well as the place for prosecution for debt in the case of Account Holder’s with foreign domicile, is the place of the office of the Bank with which the business relationship exists.

CAPITAL SECURITY BANK LIMITED

7


The Bank, however, shall have the right to bring legal proceeding against the Account Holder at the place of residence of the Account Holder or any of the Account Signatories, or before any other competent court or authority. 20 Indemnification To the fullest extent permitted by law the Account Holder shall upon demand pay, indemnify, defend and hold harmless the Bank (for itself and on trust and as agent for the benefit of the other Indemnified Persons mentioned below), its successors and assigns and each of its respective officers, directors, employees, counsel, agents and attorneysin-fact (collectively the “Indemnified Persons”) and each of them from and against any and all claims, liabilities, demands, suits, actions, investigations, proceedings and damages and all reasonable legal fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether a suit is brought), at any time asserted, imposed upon, or incurred by any of them in connection with, as a result of or related to: –

the administration, enforcement and performance of the Account Holder’s account;

the use of the services provided by the Bank (the “Services”) including access to the Bank’s Website, any material downloaded from the Bank’s Website or any emails or attachments sent to the Account Holder’s address by the Bank except as a result of actual fraud or wilful default of the relevant Indemnified Person (where “actual fraud” and “wilful default” mean a finding to such effect by a competent court in relation to the conduct of the relevant party);

any transactions in regard to an investment made by the Bank on behalf of an Account Holder, except for such losses arising from the Bank’s own intentional misconduct.

This indemnity shall expressly inure to the benefit of any such person existing or future. To the fullest extent permitted by law the Bank shall not be liable for any damages, losses, costs or expenses to or of the Account Holder at any time from any cause whatsoever unless caused by the Bank’s own actual fraud or wilful default. Without limitation to the foregoing, the Bank shall not be liable for any direct, indirect, special, incidental or consequential damages arising in connection with the use of the Services, access to the Bank’s Website, any material downloaded from the Bank’s Website or any emails or attachments sent to the Account Holder’s address, losses or expenses arising in connection with the above, or any failure of performance, error, omission, termination interruption, defect or delay in the operation or transmission of the Services or the Bank’s Website. In any event the Bank’s liability shall not be more than the value of the Account Holder’s account at the time the Bank’s purported liability arose. The provisions of this clause shall continue to apply notwithstanding the termination of the relationship between the Account Holder and the Bank. CAPITAL SECURITY BANK LIMITED

8


21 Disruption event For the purposes of this clause a “Disruption Event” means either or both of: (a) a material disruption to those payment or communications systems or third party services which are required to operate in order for payments to be made in connection with the Account Holder’s account(s) (or otherwise in order for instructions or transactions to be carried out); or (b) the occurrence of any other event including pursuant to a contract or at law which results in a disruption (of a technical or systemsrelated nature) to the treasury or payments operations of the Bank preventing the Bank: (i) from performing payment obligations; or (ii) from communicating with the Account Holder; or (iii) from carrying out instructions or transactions. If the Bank determines (in its discretion) that a Disruption Event has occurred: (a) the Bank may consult with the Account Holder with a view to agreeing with the Account Holder such changes to the operations of administration of the Accounts as the Bank may deem necessary in the circumstances; (b) the Bank shall not be obliged to consult with the Account Holder in relation to any changes mentioned in paragraph (a) and, in any event, shall have no obligation to agree to such changes and may determine and notify the Account Holder of such changes to the operations of administration of the Accounts as the Bank may deem necessary in the circumstances; (c) any such changes agreed upon by the Bank and the Account Holder or determined by the Bank shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Account Holder as an amendment to (or, as the case may be, waiver of) the Agreement; and (d) the Bank shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause. 22 Call timeframes defined Client funds placed with the Bank at ‘Call’ are available to the client within three business days. 23 Changes to account opening documentation The Account Holder shall immediately notify the Bank in writing of any changes to the information contained in the account opening documentation.

CAPITAL SECURITY BANK LIMITED

9


24 Amendments to the General Terms and Conditions The Bank reserves the right to amend the General Terms and Conditions and the Additional Terms for any type of account at any time. The Account Holder shall be informed of amendments by circular letter, by posting of a notice on its website or by another appropriate means. Use of the Bank’s services will constitute acceptance for which notice has been given in accordance with this clause. 25 Cook Islands domestic clients For such period as the Account Holder is a resident of the Cook Islands, the Account Holder’s account shall be with Capital Security Bank Cook Islands Limited, and all references in the account opening documentation to “Capital Security Bank Limited” and the “Bank” shall be deemed to refer to “Capital Security Bank Cook Islands Limited.” 26 Definitions In this booklet “Agreement” means the agreement between the Account Holder and the Bank comprising these General Terms and Conditions and any Additional Terms for specific account types (and any special stipulations issued by the bank for special types of business) together with any supplementary agreements entered into by the Bank and the Account Holder, in each case as amended from time to time.

CAPITAL SECURITY BANK LIMITED

10


ELECTRONIC PORTAL – ADDITIONAL TERMS These Additional Terms govern the use of the Bank’s electronic portals (the Portal) to access the Account Holder’s details (“Account Details”) maintained by the Bank, process transactions and to communicate with the officers of the Bank. By accessing the Portal the Account Holder agrees to be bound by the terms of use set out below. 1 The Service to be provided The Bank’s Portal is being provided to the Account Holder for the sole purpose of enabling the Account Holder to access Account Details, view balances, transact on the Trading Account and communicate with the Bank’s officers (the Service). All transactions in respect of the Account Holder must be executed in accordance with the Bank’s General Terms and Conditions included in this document. 2 Access The Bank grants to the Account Holder, a limited, non-exclusive and revocable right to the Service. The Account Holder and all persons authorised by the Account Holder to have access to the Service (the “Authorised Users”) will be given access to the Service using such websites as may be designated by the Bank from time to time (“Website”). A username and password will be issued by the Bank to the Authorised User. The Bank shall retain all property rights to the username and password and may change or revoke the Authorised User username and password for any reason whatsoever. It is the Account Holder’s sole responsibility to keep its username and password secret and confidential and to ensure that all Authorised Users keep the username and password secret and confidential. The Account Holder acknowledges and agrees that each person who gains access to the Service using the Authorised User username and password will be given access to the Service regardless of whether that person is an Authorised User. The Bank shall be under no obligation to verify the authority of a person accessing the Service using the Authorised User username and password. The Account Holder bears all risks arising in relation to access being granted to the Service using the Authorised User’s username and password, and from the use, misuse or disclosure of the Authorised User’s username and password. The Account Holder must ensure that the Bank is immediately notified if: (i) the Authorised User’s username and/or password is disclosed to a person who is not an Authorised User; (ii) an Authorised User ceases to be authorised by the Account Holder; or (iii) the Account Holder becomes aware of any unauthorised access to the Service (each a

CAPITAL SECURITY BANK LIMITED

11


“Security Breach”). The notice to be provided by the Account Holder pursuant to this clause must be in writing, in accordance with the Bank’s unauthorised transaction procedures, and must include details of any action requested by the Account Holder of the Bank to address the Security Breach including a request to terminate or suspend the Service or to change the Authorised User’s username and password. The Account Holder acknowledges and agrees that the Service can only be terminated, suspended, limited or blocked during the Bank’s office hours. The Account Holder acknowledges and agrees that notwithstanding any request made by it pursuant to this clause, the Account Holder shall bear all risks arising as a result of access to the Service during such period as may be required by the Bank to terminate, suspend, limit or block the Service. The Bank reserves the right to terminate, suspend, limit or block access to the Service for any reason whatsoever and without prior notice. The Account Holder acknowledges and agrees that access to the Service may be interrupted or unavailable and that Bank may interrupt the Service for any reason whatsoever. The Bank will not be liable for any interruption to, or the unavailability of, the Service for any reason whatsoever. 3 Data protection and security The Account Holder is solely responsible for obtaining and maintaining all hardware, software, telecommunication links and internet services required to use the Service. The Account Holder shall bear all risks (including without limitation risks of damage to the Account Holder’s hardware, software, telecommunication links, internet services, networks and information systems) arising out of its use of the Service, access to the Website, any material downloaded from the Website or any emails or attachments sent to the Account Holder’s address and acknowledges and agrees that there is a risk that a computer virus could contaminate the Account Holder’s information systems and hardware and/or unauthorised persons could gain access to the Account Holder’s information systems and hardware as a result of its use of the Service, access to the Website, any material downloaded from the Website or any emails or attachments sent to the Account Holder’s address. The Account Holder shall take all necessary security precautions to protect itself against risks to its information systems and hardware, including without limitation the use of virus protection software and the proper disposal of its obsolete hardware. The Bank does not warrant that that the use of the Service, access to the Website, any material downloaded from the Website, or any emails or attachments sent to the Account Holder’s address will not cause damage to any property including, without limitation, loss of data or errors or malfunctions in any of the Account Holder’s information systems or hardware.

CAPITAL SECURITY BANK LIMITED

12


4 Accuracy The Account Holder acknowledges and agrees that no representation or warranty is made by the Bank as to the accuracy, reliability, timeliness or completeness of the Account Holder’s Account Details as disclosed using the Service. Without limitation to the above, the Account Holder acknowledges and agrees that the Service may not include real time information about the Account Holder’s Account Details and that there may be delays in the processing of transactions affecting the Account Details. The Account Holder further acknowledges and agrees that although the Bank conducts regular reconciliations of the Account Details against its internal records, the Account Holder’s Account Details as disclosed using the Service may be subject to such reconciliations and may therefore be subject to change. The Service is provided on an “as is” basis and the Bank hereby expressly excludes, to the fullest extent permitted by law, all representations and warranties of any kind (expressed, implied or statutory) that are not expressly set out in these Additional Terms, including without limitation, representations or warranties as to fitness of purpose, merchantability, non-infringement of third party rights, title and freedom from a computer virus. 5 Applicable laws The Account Holder must satisfy itself that the use of the Service and access to the Website complies with all applicable laws and regulations, including without limitation investment or sales restrictions and taxation laws. The Bank shall not be liable for any breach by the Account Holder of any laws, regulations or rules that may be applicable to the Account Holder.

CAPITAL SECURITY BANK LIMITED

13


TRADING ACCOUNT– ADDITIONAL TERMS lt is agreed between the Account Holder and the Bank that the following terms shall apply to each Trading Account: 1 Account opening procedures The Account Holder is encouraged to read through all of the relevant account opening forms very carefully and to talk to the Bank to clarify anything the Account Holder does not understand. If the Account Holder still has any queries, the Account Holder should contact the Account Holder’s accountant and / or lawyers for further clarification. 2 Trading Account Where funds are held in a Trading Account, the Bank shall invest such funds with institutions(s) (the “destination bank/custodian/clearing broker“) and in such investments as it is directed to invest in by the Account Holder which may include investment in stocks, shares, bonds, mutual funds, notes, short-term money market instruments, commercial papers, foreign exchange contracts, term deposits, fiduciary deposits, precious metals, and any other generally acceptable investment instrument. 3 Bank obligations All funds shall be invested in the name of the Bank, and for the account of the Bank. lt is expressly agreed the Bank does not hold such investments as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such investments shall be to account to the Account Holder for the proceeds of such investment. This obligation shall comprise a debt obligation of the Bank to the Account Holder of an amount equivalent to the value of such investment and any accrued capital gain or income deriving from such investment, as shall be actually received by the Bank. Capital and income shall be credited to the account only once the relevant amounts have been received by the Bank. 4 Risks All risks of such investment (e.g. without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination bank/custodian/clearing broker, foreign regulations and restrictions on foreign investment) shall be borne exclusively by the Account Holder other than any losses arising from the Bank’s own insolvency or intentional misconduct. 5 Account Management The Bank may, with or without the prior agreement of the Account Holder, exercise shareholder rights, roll over term and fiduciary deposits, and realize investments to cover outstanding debts, fees, and commissions payable, or to otherwise reduce the exposure of the Bank; all without being under any obligation to do so. In particular, the

CAPITAL SECURITY BANK LIMITED

14


Account Holder agrees that the Bank shall have no responsibility if it does not exercise the powers granted herein. 6 Destination bank/custodian/clearing broker terms included The terms and conditions agreed to between the Bank and the destination bank/custodian/clearing broker attaching to such investments shall apply to these Additional Terms mutatis mutandis except to the extent of any conflict in which case the terms of these Additional Terms, including the General Terms and Conditions, shall prevail. In the event of any conflict between the General Terms and Conditions and the Additional Terms the Additional Terms shall prevail. Conditions and the Additional Terms, the Additional Terms shall prevail. 7 Warranties In connection with the Account Holder’s acceptance of the Trading Account services offered by the Bank the Account Holder represents and warrants that: a) The Account Holder possesses the legal authority to enter into this Agreement and to use the Bank’s services in accordance with all of the terms and conditions contained within this Agreement. b) All information provided by the Account Holder in the Account Opening Documentation and any further information that provided by the Account Holder to the Bank in relation is true and correct. c) The Account Holder has read and understands the contents of the documentation provided by the Bank. 8 Acknowledgements In connection with the Account Holder’s acceptance of the Trading Account services offered by the Bank the Account Holder acknowledges and agrees that: a) All dealings and any advice given will be subject to the terms set out in these Additional Terms. Headings used in the body of the Additional Terms shall not affect its interpretation. b) The Account Holder hereby appoints the Bank to provide the following services to the Account Holder in accordance with this Agreement and to deal as agent and to arrange deals in: •

Equities Stock Indices Commodities

Spot Forex

Bonds.

c) These services may be provided to the Account Holder in respect of both cash and contingent liability transactions.

A contingent liability transaction is one where the Account Holder will, or may, be liable to make further payments (in addition to charges and whether or not secured by margin) when the transaction fails to be completed or upon the earlier closing out of the position. CAPITAL SECURITY BANK LIMITED

15


d) All orders for purchase or sale for future delivery are given, received and executed on the clear understanding that both the Account Holder and the Bank contemplate actual delivery. e) In all transactions between the Bank and the Account Holder it is understood the Bank is acting as agent.

Where the Account Holder acts in the capacity of an agent on behalf of other clients the Account Holder agrees: (i) The Bank will be acting solely for the Account Holder in any and all transactions. (ii) The Bank will act solely for the Account Holder whether or not the Bank becomes aware, directly or indirectly, of the identity of any of the Account Holder’s clients and any principal of the Account Holder so identified will not be treated as an indirect client by the Bank. (iii) In relation to any transaction entered into by the Account Holder as agent in such circumstances, the Account Holder warrants that they have due authority to enter the transaction on their principal’s behalf on the terms of this Agreement and that the transaction and such terms thereof will bind the Account Holder’s principal accordingly. (iv) Such principal has, at the time the transaction is entered, sufficient resources to meet its obligations thereunder, and that the Account Holder will notify the Bank if this ceases to be the case.

f) The Account Holder is entirely responsible for the confidentiality of any account identification references given. The Account Holder will notify the Bank immediately regarding any unauthorized use of the account or any other breach of security in accordance with the Bank’s unauthorised transaction procedures. g) The Bank and its agents may, at their discretion, act in all matters on instructions given or purporting to be given by or on behalf of the Account Holder verbally, by fax, or by e-mail or other electronic transmission, and the Bank and its agents shall not incur any liability by reason of acting or not acting on any such instructions. h) The Account Holder will be financially responsible for any and all brokerage, administrative charges (the Bank reserves the right to levy a fee to cover due diligence and administrative costs), margins or commissions that arise from the use of the account by the Account Holder or third parties introduced and the Account Holder agrees to pay all fees, charges, margins or commissions for services received from the Bank, or its agents. i)

The Bank reserves the right to change the brokerage it charges the Account Holder from time to time and to introduce new brokerage levels. Where permitted by the applicable regulations, the Bank may receive or provide remuneration, fees and/or commission and non-monetary benefits from or to, or share charges with,

CAPITAL SECURITY BANK LIMITED

16


an associate or other third party in connection with transactions carried out on the Account Holder’s behalf. In particular, the Bank pay and receive retrocessions from many introducing brokers and stock brokers for transacting stocks, CFDs, futures, bonds and forex for the Account Holder. These arrangements are designed with the Account Holder’s best interests in mind. The percentage the Bank receives may vary depending on the total clients’ investments executed. j)

The Account Holder accepts unreservedly that whilst the Bank will in good faith attempt to help the Account Holder to make informed investment decisions, the ultimate decision (and the consequences thereof) will always be Account Holder’s and the Account Holder’s alone and that the Bank can give no guarantees of performance on any products that the Account Holder have executed through the Bank where the Bank may have helped the Account Holder to reach an investment decision.

k) While the Bank may, on a daily basis, advise on and deal and arrange deals in readily realizable securities, options or other instruments, the Bank, and its agents, will provide no legal, tax or investment advice in connection with the Account Holder’s account. The Account Holder agrees to obtain their own investment, legal and tax advice from a qualified professional (or to assume the risk of not so doing) with respect to the use of the Trading Account services. If, for any reason, the Account Holder is not satisfied with the services rendered, the Account Holder should first attempt to resolve the issue directly with the Bank’s employee(s) concerned. If not resolved to the Account Holder’s entire satisfaction, the Account Holder should thereafter contact the compliance department who will conduct an investigation into the issue and will respond in writing. l)

All transactions the Account Holder makes pursuant to this Agreement will be subject to the constitution, by-laws, rulings, regulations and customs of the exchange or market (and its clearing house, if any) where the orders for such transactions are executed. The Account Holder agrees that, where relevant, the Bank may have access to the Account Holder’s settlement account to settle any trades that have been made through the Bank.

m) All trades conducted by the Account Holder will be on a cash basis; if upon the purchase or sale of any security the Bank is unable to settle the transaction by reason of Account Holder’s failure to make payment or deliver the securities, the Account Holder will reimburse the Bank for all related costs, losses or liabilities. n) Should the Account Holder become indebted to the Bank for any reason, the Account Holder will repay such debts forthwith. The Account Holder agrees that failure to promptly pay such debts will give the Bank the right to close all Trading Accounts services owned by the Account Holder and to settle any such

CAPITAL SECURITY BANK LIMITED

17


debts and margins through the Account Holder’s settlement bank, clearing facility or any accounts held with or introduced to the Bank. Should the Account Holder only pay part of such debts the Account shall be liable to the Bank for any difference still owed. o) Any expenses on the Bank’s part in connection with replies to inquiries by public authorities, pursuant to national or international legislation, will be the responsibility of and recharged to the Account Holder. Any expenses incurred by the Bank in connection with auditors’ comments/reports requested by the Account Holder will also be the responsibility of and recharged to the Account Holder. p) If the Account Holder requires trading information and statements to be sent by Email, any and all such communications sent to the Account Holder’s address disclosed on the application shall be considered delivered whether actually received or not. If the Account Holder does not notify the Bank in writing of any errors or objections to any trading information or statements within 7 calendar days from the date of physical execution or of a statement’s digital imprinting, mailing, emailing or faxing, the Account Holder agrees that the information shown shall be deemed to be accepted as correct, notwithstanding that specific acknowledgment or acceptance is requested by the Bank from the Account Holder but none is given, and the Bank shall be released from all claims in connection with this information or any action taken or not taken by the Bank regarding the Account Holder’s Trading Account Service. Trading confirmations forwarded by the Bank or any other transcripts from the Bank require no signature. Verbal trade confirmations are always subject to final confirmation in writing. q) It will be wholly incumbent on the Account Holder to confirm all trading details with the Bank on a regular basis to ensure instructions have been followed to the letter and the Account Holder agrees to hold the Bank and its agents, affiliates, officers and employees harmless from any claim, demand or damage arising thereof, if the Account Holder does not do so. In any event clause n) above will apply. r) If the Account Holder receives execution reports and statements directly from the online trading platform, rather than from the Bank’s back office, the Account Holder accepts and acknowledges that the Bank may be working with third party software technology and third party trading platforms and will not send any trade execution information or statements as this will be provided to the Account Holder via their own trading platform and it will be wholly incumbent on the Account Holder to confirm the validity and correctness of the trading platform information provided and the Account Holder agrees to hold the Bank and its agents, affiliates, officers and employees harmless from any claim, demand or damage arising thereof. The Bank will facilitate CAPITAL SECURITY BANK LIMITED

18


information, execution reports and statements for these platforms at the Account Holder’s request by liaising with the platform and software supplier(s) and will actively support the Account Holder and generally help in good faith to resolve any issues with executions & statements on the Account Holder’s online trading platform. s) The Bank has the right at its sole discretion to close positions or any part thereof at any time, with or without notice, if the Bank deems it necessary for its own protection. A position may be closed in such a manner as the Bank deems appropriate. t) The Bank will be entitled, in the absence of specific instructions from the Account Holder, to take such or no action as it thinks appropriate or necessary in relation to takeovers and other offers and to the exercise of conversion, subscription or voting rights or any other privileges conferred by such investments. The Bank shall have no responsibility or liability of any kind whether in negligence or otherwise by reason or in consequence of its acting or not acting. u) The Bank shall not be liable for any loss however caused, whether directly or indirectly, by government restrictions, by exchange or market rulings, the suspension of trading, wars, strikes or by reason of any other fact that is beyond the control (e.g., without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination bank/custodian/ clearing broker, foreign regulations and restrictions on foreign investment) of the Bank or any agent or employee of the Bank. v) The Account Holder agrees to bear any margin or foreign currency exchange risk arising from any transaction effected pursuant to this Agreement. w) The Account Holder agrees to bear any administrative costs related to claims, transfers or any transfer costs or levies by banking and settlement institutions when transferring monies and/or financial products to or from Account Holder’s account(s) at the Bank. x) The Bank is not liable for any penalties, fines, brokerage or other external administrative liabilities incurred by the Account Holder in relation to the Trading Account services provided. y) The Bank may modify or discontinue its services or any part of them at any time, and these services may be periodically unavailable to allow for systems maintenance and updates. The Bank shall not be liable for delayed or discontinued services. z)

The Account Holder shall notify the bank of any important change in information relative to circumstances concerning the present agreement. Until such time as the Bank is advised of any change in respect of any of the above matters, the Bank shall continue

CAPITAL SECURITY BANK LIMITED

19


to assume that they are correct for the purposes of acting on the Account Holder’s behalf and that they continue to govern the relationship between the Bank and the Account Holder. aa) The Account Holder is under an obligation to notify the Bank, in writing, within two weeks, of any change of address or contact details. bb) Any notice to the Account Holder can, with binding effect, be forwarded to one of the addresses and Emails or other contacts stated in the Account Opening Documentation, subject to clause aa) above. 9 Electronic Portal The Account Holder’s use of the Trading Account service is subject to the Bank’s Electronic Portal Additional Terms.

CAPITAL SECURITY BANK LIMITED

20


PRECIOUS METALS ACCOUNT – ADDITIONAL TERMS lt is agreed between the Account Holder and the Bank that the following terms shall apply to each Precious Metals Account: 1 Allocated storage The Bank confirms that there is a physical ounce of bullion of the specified type and quality in storage for every bullion ounce stated on the Account Holder’s bank statement. The Account Holder’s bullion will be held within the vault premises under the name of the Bank in either Singapore or Liechtenstein and will not be subject to any kind of lending, collateral or derivative transaction of any type by the Bank and will remain in the safekeeping of the Vault Operator until sold or withdrawn according to the Account Holder’s instructions received via the Bank. 2 Bank obligations All bullion shall be purchased in the name of the Bank. lt is expressly agreed the Bank does not hold such bullion as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such bullion shall be to account to the Account Holder for the market value of such bullion. This obligation shall comprise a debt obligation of the Bank to the Account Holder of an amount equivalent to the market value of such bullion. 3 Risks All risks of such investment (e.g., without limitation, revaluations, exchange risks, tax deductions, insolvency of the Vault Operator, foreign regulations and restrictions on foreign investment) shall be borne exclusively by the Account Holder other than any losses arising from the Bank’s own insolvency or intentional misconduct. 4 Lien The Account Holder agrees and acknowledges that the Bank has a security interest in the bullion held on behalf of the Account Holder to secure payment of unpaid storage fees and other associated charges, in addition to other amounts the Account Holder may owe the Bank. For example, if upon notice the Account Holder fails to make payment of all charges due and outstanding to the Bank, the Bank has the right to sell all or portions of the assets, even if the bullion are worth more than the amount owed, in order to satisfy the delinquency. The Bank reserves the right to set-off any moneys due and payable to it from any moneys and/or bullions that are due and/or payable to the Account Holder at its sole discretion. The Bank shall provide the Account Holder with an explanation of the moneys due and owing to the Bank and the deductions made under this clause as soon as is reasonably practicable.

CAPITAL SECURITY BANK LIMITED

21


Upon any failure by the Account Holder to comply with the obligations to the Bank, the Bank shall be entitled to any and all of the remedies available, whether at law, in equity or otherwise. In the event that the Bank must take any action against the Account Holder to enforce the obligations, including, without limitation, turning the account over to a collection agency or a lawyer for collection, the Account Holder shall be liable for all of the costs and expenses incurred by the Bank in connection with such action.

CAPITAL SECURITY BANK LIMITED

22


INVESTMENT ACCOUNT – ADDITIONAL TERMS lt is agreed between the Account Holder and the Bank that the following terms shall apply to each Investment Account: 1 Account opening procedures The Account Holder is encouraged to read through all of the relevant account opening forms very carefully and to talk to the Bank to clarify anything they do not understand. If the Account Holder still has any queries, the Account Holder should contact the Account Holder’s accountant and/or lawyers for further clarification. 2 Investment Account Where funds are held in an Investment Account, the Bank shall invest such funds with institutions(s) (the “destination bank/custodian/ clearing broker”) and in such investments as it is directed to invest in by the Account Holder or Investment Manager (as defined herein) which may include investment in stocks, shares, bonds, mutual funds, notes, short-term money market instruments, commercial papers, foreign exchange contracts, term deposits, fiduciary deposits, precious metals, and any other generally acceptable investment instrument. 3 Bank obligations All funds shall be invested in the name of the Bank, and for the account of the Bank. lt is expressly agreed the Bank does not hold such investments as custodian or trustee or in any other fiduciary capacity. The Bank’s sole obligation in respect of such investments shall be to account to the Account Holder for the proceeds of such investment. This obligation shall comprise a debt obligation of the Bank to the Account Holder of an amount equivalent to the value of such investment and any accrued capital gain or income deriving from such investment, as shall be actually received by the Bank. Capital and income shall be credited to the account only once the relevant amounts have been received by the Bank. 4 Risks All risks of such investment (e.g. without limitation, trading losses, revaluations, exchange risks, tax deductions, insolvency of the destination bank/custodian/clearing broker, foreign regulations and restrictions on foreign investment) shall be borne exclusively by the Account Holder other than any losses arising from the Bank’s own insolvency or intentional misconduct. 5 Account management The Bank may, with or without the prior agreement of the Account Holder, exercise shareholder rights, roll over term and fiduciary deposits, and realize investments to cover outstanding debts, fees, and commissions payable, or to otherwise reduce the exposure of the Bank; all without being under any obligation to do so. In particular, the

CAPITAL SECURITY BANK LIMITED

23


Account Holder agrees that the Bank shall have no responsibility if it does not exercise the powers granted herein. 6 Destination bank/custodian/clearing broker terms included The terms and conditions agreed to between the Bank and the destination bank/custodian/clearing broker attaching to such investments shall apply to these Additional Terms mutatis mutandis except to the extent of any conflict in which case the terms of this Agreement, including the General Terms and Conditions, shall prevail. In the event of any conflict between the General Terms and Conditions and these Additional Terms these Additional Terms shall prevail. 7 Warranties In connection with the Account Holder’s acceptance of the Investment Account services offered by the Bank the Account Holder represent and warrants that: a) The Account Holder possesses the legal authority to enter into this agreement and to use the Bank’s services in accordance with all of the terms and conditions contained within this document. b) All information provided by the Account Holder in the Account Opening Documentation and any further information that provided by the Account Holder to the Bank in relation is true and correct. c) The Account Holder has read and understands the contents of the documentation provided by the Bank. 8 Asset management powers entrusted to a third party Should the Account Holder grant asset management powers to a third party investment manager (hereinafter, the “Investment Manager”): The Account Holder hereby expressly authorizes the Investment Manager to charge their management fees against the account(s) and to debit the account accordingly. The Account Holder hereby authorizes and directs the Bank to execute all asset management instructions for the account with the destination bank/custodian/clearing broker given by the Investment Manager or any person duly authorized by the Investment Manager to give instructions to the Bank on its behalf. The Bank is not a party to the appointment of Investment Manager, and the Account Holder acknowledges that the Bank may not be held liable for the investments made thereunder. These powers shall not expire upon the liquidation, dissolution or death of the Account Holder, the loss of exercise of the Account Holder’s legal rights, or the Account Holder being adjudicated absent, insolvent or bankrupt.

CAPITAL SECURITY BANK LIMITED

24


CARD ACCOUNT – ADDITIONAL TERMS These Additional Terms govern the use of the Bank’s prepaid card account services (“Prepaid Card Services”). It is agreed between the Bank and the Account Holder that the following terms shall apply to any use by the Account Holder of the Prepaid Card Services. For the purposes of these Additional Terms, any reference to the “Bank” shall include any third party provider of services on behalf of the Bank, including but not limited to any issuing partner bank. 1

Account Holder Obligations

1.1 The Account Holder shall: (i) co-operate with the Bank as the Bank reasonably requires from time to time for the better performance of the Prepaid Card Services; (ii) provide any information and/or documentation to the Bank as the Bank reasonably requires (iv) refrain from doing anything which the Account Holder ought reasonably to believe to be disreputable or capable of damaging the reputation or goodwill of the Bank; (v) maintain sufficient funds on the card issued account with the Bank as required to cover all charges on the card made by the Account Holder and to cover any fees and charges. 1.2 The Bank may charge the Account Holder for any additional reasonable costs and expenses incurred by it which may be caused by changes in the Account Holder’s instructions, noncompliance, failure to provide instructions, or failure to comply with the Account Holder’s obligations under these Additional Terms. In the event that the Bank deems there to be excessive fraud exposure, any additional costs and expenses reasonably incurred by the Bank as a result, including to mitigate this risk or of an investigation, shall be at the expense of the Account Holder. 1.3 If the Account Holder no longer requires any of the Prepaid Card Services, or fails to provide any information or clarification that the Bank reasonably requires for the provision of or continuation of the Prepaid Card Services being provided to the Account Holder, within a reasonable time period, any additional costs and expenses reasonably incurred by the Bank as a result shall be due and payable by the Account Holder. 1.4 The Account Holder shall be responsible for their own internal security procedures concerning access to the monies deposited onto the card issued and the Bank shall not be liable for any acts of fraud or theft carried out by the Account Holder, its employees, representatives or other parties designated by the Account Holder as having access to the card issued or the Portal.

CAPITAL SECURITY BANK LIMITED

25


1.5 Any and all usernames and passwords provided to the Account Holder to allow access to the card account through the Portal shall be kept confidential and the Bank will not be liable for the sharing or mistreatment of the information on the part of the Account Holder. 1.6 (i) The Account Holder warrants and undertakes that its personal or trading activities for which the Prepaid Card Services are supplied by the Bank will at all times comply with all regulations in such jurisdictions as it trades, undertakes or promotes its business, or uses the Prepaid Card Services from time to time. (ii) Where any third party has access to the prepaid card of the Account Holder, the Account Holder confirms that all action by that party is proper and lawful and does not prejudice the Bank in any way. (iii) The Account Holder warrants that all necessary legal advice has been obtained in all relevant jurisdictions concerning the establishment of its business and/or its operations. (iv) The source of any funds provided by the Account Holder to the Bank is lawful and there is a proper and lawful underlying transaction in respect of every payment to be made to or facilitated or processed by the Bank. 1.7 The obligations of the Account Holder shall apply to and in respect of all the Account Holder’s dealings with the Bank and in respect of the provision or receipt of any and all of the Prepaid Card Services, whether such dealings directly involve the Bank or otherwise. 2. Third Parties 2.1 The parties agree that any third parties providing Prepaid Card Services on behalf of the Bank may impose conditions or restrictions upon the performance of the Prepaid Card Services. 2.2 The Account Holder agrees to meet any reasonable fees or expenses charged by a third party in respect of the Prepaid Card Services and indemnify the Bank against any damages suffered as a result of the Account Holder’s breach of this clause. 2.3 The Bank if requested by the Account Holder shall confirm to the Account Holder all relevant terms for the provision of Prepaid Card Services which are provided to the Bank by any third party to facilitate the Account Holder’s compliance with its obligations under these Additional Terms. 2.4 The Bank shall not be liable to the Account Holder in respect of any default of a third party, including any third party providing part of the Prepaid Card Services on behalf of the Bank.

CAPITAL SECURITY BANK LIMITED

26


2.5 The Bank makes no warranty to or agreement with any third party associated with the Account Holder and shall not be liable to any such third party in respect of any Prepaid Card Services provided pursuant to these Additional Terms. 2.6 Where any funds stand in the possession of an issuing partner bank providing any part of the Prepaid Card Services on behalf of the Bank, the Account Holder accepts that the Bank has no control or rights in respect of the funds they hold and the Bank shall not be liable for any actions of any such issuing partner bank. 3. Prepaid Card Services Fees and Charges 3.1 In consideration of the Bank procuring the Prepaid Card Services, the Account Holder shall pay the fees and charges advised by the Bank from time to time at the times and in the manner notified by the Bank. 3.2 The Bank is authorised to take all fees and charges due from any available balance that the Account Holder holds with The Bank. 3.3 If the Account Holders available balance for loading onto the card is inactive or there are insufficient funds to settle the fees and charges for a period of seven days, the Account Holder account will be frozen and additional fees may be applied to reactivate the Account Holder’s account. 3.4 All fees and charges will be subject to review at any time which may result in the increase of any fees and charges payable by the Account Holder relating to the Prepaid Card Services. 4. Acknowledgements, Representations and Warranties 4.1 The Account Holder represents and warrants that: (a) it is not and has not been involved in any fraudulent or criminal activities, including money-laundering activities; (b) it will use the Prepaid Card Services for lawful purposes only; (c) under no circumstances shall the Account Holder use the Prepaid Card Services to facilitate payments with respect to any websites which engage in or which promote any of the following activities: unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, racial, ethnical or any other objectionable activities; (d) in obtaining the Prepaid Card Services from the Bank, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the General Terms and Conditions and these Additional Terms.

CAPITAL SECURITY BANK LIMITED

27


4.2 At the Bank’s request from time to time, the Account Holder shall promptly provide the Bank with: (a) any and all information it may require relating to the Account Holder. The Account Holder acknowledges that the Bank may require personal data about it for Anti-money laundering/ Know Your Client and other legal or regulatory purposes and may disclose and process such personal data for such purposes; (b) due-diligence information at any time.

The Account Holder acknowledges that the Bank may disclose information that was collected on the Account Holder for Antimoney laundering/Know Your Client and other legal or regulatory purposes and as part of the due diligence process, to third parties with whom it has contracted in connection with these Additional Terms and the Prepaid Card Services, subject to any applicable regulations.

4.3 The Account Holder shall immediately notify the Bank in the event that it has reason to believe that any of its Account Signatories committed fraud or was involved in an illegal activity. The Account Holder acknowledges that if the Bank has reason to believe that funds associated with the Prepaid Card Services are connected with any fraudulent or criminal circumstances or intent, or that an Account Signatory was involved in an illegal activity, then the Bank shall be entitled, in order to facilitate reasonable inquiry, to freeze such funds without being liable for any loss incurred. 4.4 At all times, the Account Holder will be deemed to continuously represent and warrant all representations and warranties made by it under these Additional Terms. 4.5 The Account Holder acknowledges that the Bank may terminate provision of the Prepaid Card Services and cancel any cards issued at any time without further notice. 5. Indemnity 5.1 The Account Holder shall indemnify, defend, and hold harmless the Bank, its parent, subsidiaries or affiliates, and their respective shareholders, officers, directors, employees and permitted assigns, from and against any and all damages, to the extent such damages arise out of or relate to any breach by the Account Holder of any of the representations, warranties or covenants made by the Account Holder under these Additional Terms. 5.2 Under no circumstances shall the Bank be liable for any special, incidental, indirect, consequential, exemplary or punitive damages of any kind, including, but not limited to, loss of sales, goodwill, profits or revenues, or other similar damages, costs or expenses.

CAPITAL SECURITY BANK LIMITED

28


5.3 Any damages to be paid by the Bank pursuant to these Additional Terms shall not exceed an amount equal to the aggregate fees and charges charged to the Account Holder specifically for use of the Prepaid Card Service during the calendar year in which the liability giving rise to the damages arises. Any claim by the Account Holder for damages shall be instituted by the Account Holder within 14 calendar days of the damages having arisen. 6 Risks 6.1 All risks arising in relation to the Prepaid Card Services, including without limitation, losses, revaluations, exchange risks, tax deductions, insolvency of the issuing bank providing part of the Prepaid Card Services for the Bank, foreign regulations, chargeback, fraudulent transaction, misuse of card, losses resulting from the card not working correctly shall be borne exclusively by the Account Holder other than any losses arising from the Bank’s own insolvency or intentional misconduct.

CAPITAL SECURITY BANK LIMITED

29




CONTACT US WWW.CAPITALSECURITYBANK.COM PHONE: +682 22505 EMAIL: INFO@CAPITALSECURIT YBANK.COM PO BOX 906, CENTREPOINT, AVARUA, R AROTONGA, COOK ISL ANDS