General Terms and Conditions
1. DEFINITIONS
The words "you" and "your" refer to any holder of the accounts maintained with us and including one or more individuals, sole proprietorships, partnerships, corporations and unincorporated associations or bodies.
The words "we", "us", "Bank" or "BOA" refers to Bank of Asia (BVI) Limited which is a registered company under the law of the British Virgin Islands, and a bank holding a General Banking License under the British Virgin Islands Banks and Trust Companies Act, 1990, whose registered office is at Commerce House, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.
"Account" means any corporate or individual account maintained by you with us which is either in your own name or held jointly with another individual.
"Agreement" includes these General Terms and Conditions; the Terms of Use for Mobile Banking Applications; the Personal Data Policy Statement of Bank of Asia (BVI) Limited; the account opening application; any additional terms and conditions, advice, and/or statement as issued by the Bank from time to time; and any amendments and/or updates of the above documents made by the Bank from time to time.
"BOA Group" means Bank of Asia (BVI) Limited, its affiliates, subsidiaries, associated entities and any of their offices (together or individually).
"Business Days" mean all days that banks in the British Virgin Islands are normally open, not including public holidays, Saturdays or Sundays.
"Service" means any service and/or facility which we provide to you from time to time.
"SWIFT" means the Society for Worldwide Interbank Financial Telecommunication, which supplies secure messaging services and interface software to financial entities.
"Writing" or "written" when used in these terms and conditions includes emails.
2. BINDING AGREEMENT AND VARIATION OF TERMS
2.1 This Agreement shall form a binding agreement between you and us, which governs (i) your relationship with the Bank on your present and future facilities or services through any Account, and (ii) all transactions from time to time concluded with or through the Bank. You agree to be bound by this Agreement.
2.2 Each facility or service may be subject to new or additional terms or supplemented by an electronic brochure or pamphlet containing applicable product features or guidance. The Bank may send such documents to the email address last registered with us, display the new terms and conditions at our website, or notify you in any other manner we consider appropriate. You agree that if you utilise the Bank’s facility or Service or if you do not terminate this agreement or any related accounts within 30 days from receipt or deemed receipt of such electronic brochure or pamphlet that you have accepted the terms of such documents as binding.
2.3 The Bank has the right to vary, replace, add or delete any term of the Agreement (including fees and charges) and any other terms and conditions governing any Services or any Account from time to time. We will give you notice by way of displaying the updated terms and conditions at our website or in any other manner we consider appropriate. You will be bound by a variation unless we have received notice from you to close the Account or terminate the relevant Services with effect before the date on which that variation takes effect.
2.4 The Bank may from time to time change, replace, add or delete any requirements for compliance by you without your prior approval, and you further authorise the Bank to do on your behalf such acts, deeds or things as the Bank may consider necessary to ensure due compliance with or implementation of such requirements. Notification required by any statutory or regulatory requirement may be in the form of an electronic notice, statement or advice insert, message by e-mail or through any other appropriate form determined by the Bank including press advertisement, display of notice on the Bank’s website, or other means.
3. FACILITIES AND SERVICES
The following sections outline some of the facilities and services which subject to availability may be offered by the Bank. The Bank may from time to time introduce other facilities and services to you, and at your request the Bank may allow you to utilise the same even if you do not provide the Bank with a written acknowledgement of any additional terms and conditions governing such facilities and services. Any facilities and services utilised by you will be subject to their respective additional terms and conditions and/or the terms set out in the following relevant sections insofar as they are applicable.
3.1 CURRENT AND SAVINGS ACCOUNTS
a. A savings account is in the form of statement savings. A current account may be interest bearing or non-interest bearing.
b. You acknowledge that the Bank may from time to time require you to maintain a minimum monthly balance of all your accounts, failing which a fee may be charged or the Bank’s interest payments to you may be adjusted.
c. You agree that the use of the current and savings accounts is subject to the requirements of all applicable laws and all rules, regulations, directions and guidelines issued by the Bank from time to time, including guidelines on the maximum number of accounts that may be opened, the minimum and maximum limits on deposit and withdrawal, and the minimum and maximum account balance and consequences of any of the applicable limits being exceeded. If the minimum or maximum limit applicable to any current or savings is not complied with, the Bank may (but are not obliged to) effect transfer of funds amongst the relevant account and any of your other accounts maintained with the Bank without prior notice to you in order that the applicable limit will be complied with and you will pay such handling charge as the Bank may determine from time to time.
3.2. INTERNATIONAL WIRE TRANSFERS
a. You agree that the Bank may use any means or routes which the Bank in its sole discretion consider suitable to execute your transfer. The Bank hereby gives notice that transfers of funds may be executed through SWIFT or other forms of transfer as the bank deems fit.
b. You acknowledge that any Instruction sent or received via SWIFT will be subject to SWIFT rules and standards.
c. With respect to payment orders relating to the transfer which are executed through SWIFT, the SWIFT operating rules shall govern the payment orders.
d. In effecting any transfer through SWIFT, your data may be passed on to foreign banks and Authorities, governed by other Law and Regulation, in case any suspicion arises that a specific transaction concerns the financing of crime or terrorism.
e. You acknowledge that the Bank may from time to time set the minimum and/or maximum amount or value for any transaction to be conducted by you.
4. YOUR INSTRUCTIONS
4.1 Instructions to the Bank in relation to your facility or service or any related account, including but not limited to any change in the manner of giving instruction; making or liquidating any investment; depositing items for safekeeping or withdrawal thereof; issue of stop payment order; obtaining advances or other banking facilities or accommodation to you or any borrower; encumbering or creating any lien or other security interest over any account and investment therein securing such facilities and accommodation in the Bank’s favour; the giving of any guarantee, indemnity or counter-indemnity to the Bank for its facilities or services; the delegation and sub-delegation of your authorities and powers herein; execution of any related documents including any risk disclosure statements (collectively the “Instructions”) should be given by electronic means in writing by you or the appropriate authorised signatories appointed under your mandate for account operation or any letter of authority in writing in accordance with these terms.
4.2 Any change of authorized signatories by you will only be effective after the Bank has received your Instruction and sufficient time has elapsed to enable the Bank to fully record the Instruction in its operation system.
4.3 The Bank may refuse to act on the Instructions given by you or by any authorised signatory if the Bank reasonably believes that by carrying out the Instructions, (a) the Bank, or (b) any third party selected by the Bank to provide services to the Bank and who is not a payment infrastructure provider (meaning a third party that forms part of the global payment system infrastructure, including without limitation, communications, clearing or payment systems, intermediary banks and correspondent banks (the "Payment Infrastructure Provider")) (the "Third-Party Service Provider") may break a Law or Regulation. The Bank will not be liable to you for any loss or damage suffered by you resulting in any way from a refusal to act on Instructions under this Clause.
4.4 TELEPHONE, ORAL OR OTHER INSTRUCTIONS
a. The Bank is hereby authorized (but is not obliged) to accept any Instructions given by (a) electronic mail or telephone by any person, or any of your authorised signatories orally or in person, quoting your account number; your identification code (if assigned) or other details as requested for validity check even though your mandate may have provided for account operation by more than one person; or (b) other electronic means (including emails and SMS) given in such manner as the Bank may prescribe from time to time all without any inquiry by the Bank as to the authority or identity of the person making or purporting to give such Instructions or their authenticity notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity in or authorization for their terms even though your mandate may have provided for account operation by more than one person.
b. The Bank may require you to confirm by telephone or other means your Instructions given as aforesaid before acting upon such Instructions. You agree to recording all your telephone conversations with the Bank. If there is any ambiguity or conflict in respect of your Instructions, the Bank may choose not to act upon them until the ambiguity or conflict has been resolved to the Bank’s satisfaction.
c. You may open more accounts carrying the same title as the account opening application you have signed, via telephone or other means, without signing another account opening application, as long as you have satisfied the Bank’s validity check. For signature specimens of new or additional accounts, you may adopt any of the existing signature specimens from any of your existing accounts. However, the signature specimens of authorised signatories contained in any letter of authority will not be adopted unless another letter of authority is specifically executed.
5. BANK STATEMENTS
In accordance with the Bank’s prevailing practice and subject to any statutory or regulatory requirements, details of an appropriate transaction will be set out in an advice or confirmation, and all transactions will be summarised periodically in a statement, all to be issued by the Bank as set out in the Terms and Conditions. You agree to verify the correctness of their contents in accordance with these terms and the Terms and Conditions.
6. NOTICE
6.1 Any statement, advice, confirmation, notice, communication or document to be given by the Bank will be validly given if emailed to your email address last registered with the Bank and will be deemed to have been received by you within a generally acceptable time for that means of communication.
6.2 You agree to inform us promptly and in any event, within thirty (30) days in writing if there are any changes to your information supplied to us or a member of the BOA Group from time to time, and to respond promptly to any request for your information from us or a member of the BOA Group.
7. CURRENCY
The Bank will only provide wire transfers in US dollars at this time. Should any incoming wire transfers be sent to the bank in a denomination other than US dollars, it will be converted to US dollars by BOA’s correspondent bank prior to being credited to the customer’s account.
8. FEES AND EXPENSES
8.1 You are required to pay us fees for providing the Services or maintaining the Accounts. You will be notified of the fees at the time of opening an Account, requesting a Service or effecting an instruction or from time to time. If the Account is closed within such period after the account opening date as specified by us from time to time or the credit balance of the Account falls below the minimum deposit amount set by us from time to time, we may impose a fee at our discretion. A list of our fees is available on our website.
8.2 All loan and credit facilities extended by the Bank to you shall carry interest and be subject to payment of annual service fee, periodic minimum repayment amount and (in case of late payment) late charge or default interest in the Bank’s favour at the rates from time to time respectively fixed and customarily charged by the Bank for similar facilities. The Bank may at any time change such fees, amounts of reduction in interest payments, average monthly balance, rates, charges, periods and amounts of payment without your prior consent. All the above matters including any changes will be notified to you as may be required by relevant regulations and codes.
8.3 We may collect fees from you in such manner and at such intervals as we may specify. Paid fees are not refundable unless we agree otherwise.
8.4 You are required to pay all costs and expenses of reasonable amounts and reasonably incurred by us in connection with the Services or the Accounts from time to time. These may include all applicable taxes, duties and levies payable in respect of your assets and any expenses for preserving or enforcing our rights in connection with the Services and the Accounts (including fees of any collection agent employed by us and legal fees in demanding, collecting, suing or recovering any outstanding or overdue amount).
8.5 We may use one or more members of the BOA Group or any other person to assist us in providing services to you or fulfilling your requirements. You further agree that we may pay these persons remuneration of any nature (whether fees, commissions, rebates or other payments) for the services provided by them to us. We may also pay remuneration to members of the BOA Group or any other person in return for introducing you to us. Payment of such remuneration by us does not affect the amount of fees and charges payable by you to us in connection with the Services or the Accounts.
8.6 The Bank may accept rebates, fees and other forms of payment from any organisation within the Bank’s group or third party on any transaction effected for you and retain the same for the Bank’s benefit.
9. INTEREST
9.1 Unless otherwise expressly agreed, interest rates are variable on individual deposit may be changed by the Bank.
9.2 The Bank may change its variable interest rates at all times without prior notice if such change is to your advantage.
9.3 Variable interest rates on deposit accounts can be reduced, without notice, if:
a. monetary policy movements affect the general interest rate level;
b. general interest rates move adversely for the Bank, including interest rates on the money bond markets;
c. the funding costs change;
d. taxes, levies and duties or authorities’ measures change; and subject to one month’s prior notice;
e. the Bank – without any connection to developments in the general interest level – changes its general interest rates and manner of establishing prices for business-related reasons, for instance to increase earnings, or to ensure more expedient utilization of its resources or capacity;
f. increased costs connected with raising capital;
g. higher contributions to guarantee schemes;
h. any changes occur in the specific circumstances used as the basis for determining the terms of your interest rate, such as changes in the amount and size of deposits, loans or credits.
9.4 We will advise you of any changes in interest rates by sending information to the email address last registered with the Bank or by publishing such changes on the Bank’s website. Such changes will also be specified in the first statement of account of transactions on the account forwarded to you by the Bank after the changes have been published on the Bank’s website or notified to you by email. If the term of notice regarding changes in interest rates on term deposits is shorter than the term of notice applying to you, then you may withdraw the funds in the relevant account within 14 days after you receive notice of the change. In such case there will be no deduction from the interest accrued. Details of our interest rates and details as to when we pay interest on the various types of deposit accounts and when we charge interest on loans and advances, a can be seen on the Bank’s website. You may also obtain them by writing to the email address.
9.5 In calculating interest, the value date means the day on which the funds reach, or are withdrawn from, your account for the purpose of calculating interest, meaning the date from when the calculation of interest for an account begins (the "Value Date").
9.6 For transfers in US Dollars from other financial institutions, the Value Date is deemed to be the business day on which the Bank receives the funds. For transfers in other foreign currency between accounts in the Bank, the Value Date is deemed to be the business day on which the amount is deposited on the payee’s account.
9.7 For transfers between own accounts with the Bank, the Value Date is deemed to be the business day on which the transfer is made.
9.8 For payments or transfer from an account, the Value Date is deemed to be the day on which the amount is withdrawn.
9.9 With respect to most types of accounts, the Bank will calculate and post interest on the balance of your account every day at the close of business. As concerns funds held in deposit accounts, the Bank normally adds interest at least once a year; for loans and advances, either monthly, quarterly or semi-annually. When posting the interest on the individual account, the Bank will either deposit or deduct the total interest to be paid or collected since the previous interest payment date.
9.10 The amount of interest added or deducted will appear from the statement of account or any other relevant statement.
9.11 The Bank may determine that an amount of interest below a certain minimum amount will not be credited/debited to the account. The Bank’s rules for calculating interest can be seen on the Bank’s website.
10. CLEARED FUNDS
All withdrawals or investments may only be made by you against cleared and sufficient funds in your account. Any withdrawal or investment made by you will be repaid by you if your funds are not cleared. You agree all checks or drafts will be purchased or discounted by the Bank on this basis.
11. CHARGE, LIEN, SET OFF
11.1 Any and all your funds shall be charged to or held by the Bank as a continuing security for the payment and / or discharge of any of your obligations to the Bank and:
a. upon default by you in payment on demand or on the due date therefore of any of your indebtedness to the Bank or any other default by you hereunder, the Bank shall have the right, acting in good faith but without notice to you, to sell or otherwise realize the whole or any part of the funds as when and in such manner and at such price and on such terms as the Bank shall think fit and to apply the net proceeds of such sales or realization and any money for the time being in the Bank’s hands in or towards discharge of your indebtedness to the Bank; and
b. such charge shall be in addition to and shall not prejudice or be prejudiced by any lien, right or set-off or other security which the Bank may hold at any time for your indebtedness to the Bank or by any release, modification or abstention from enforcement thereof or other dealing therewith.
11.2 In addition, the Bank shall have a lien on all your investments as security for or in part payment of any debt due or liability then incurred or likely to be incurred by you to the Bank.
11.3 You further agree that in addition to any general lien or similar right to which the Bank may be entitled by law, the Bank may, at any time and without notice, set-off and withhold from and apply securities, receivables and moneys held in or for any account maintained with the Bank against and in whole or partial payment of any sum or liability owed by you to the Bank.
11.4 You further agree that in addition to any general lien or similar right to which the Bank may be entitled at law, the Bank may, at any time without prior notice, combine or consolidate any or all of your accounts (wherever situate and maintained for whatever purpose) with your liabilities to the Bank and set off or transfer any sum or sums standing to the credit of any of your accounts maintained with the Bank in or towards satisfaction of your liabilities to the Bank (if the account in credit is a joint account, then such of your liabilities to be offset by the Bank will include your individual liabilities and joint liabilities with others), whether such liabilities be primary, collateral, several, joint or in other currencies.
11.5 Any certificate issued by the Bank as to the amount at any time owing to the Bank by you will be conclusive and binding upon you.
11.6 In addition to and without limiting or reducing any of our rights in law or under any agreement, we are entitled without prior notice to you to do the following (or any of them):
a. debit any amount payable by you to us (including any fees, expenses or interest) from your accounts maintained with us, irrespective of whether there are sufficient available funds, overdraft or other facilities in the relevant account. If any debit causes the relevant account to be overdrawn, you are liable to repay the outstanding amount to us on demand together with fees, expenses and interest accruing on the outstanding amount at such rate as we may specify;
b. withhold, combine or consolidate the balance on your accounts maintained with us and set off or transfer any moneys (in the form of credit balance or credit facility) standing to the credit of any account in or towards settlement of any amount owing by you to us in connection with the Services or under these Terms and Conditions. The amounts owing by you (i) may be actual or contingent, present, future, or deferred, primary or collateral, (ii) may be owing by you solely or jointly with any other person, and (iii) may include fees, expenses or interest; and
c. refuse to repay you any moneys in any currency standing to the credit of your accounts maintained with us when due or on demand by you if and to the extent that such moneys are equal to or less than the amount owing by you to us. If we exercise this right with respect to any moneys, such moneys will remain outstanding from us on substantially the terms and conditions in force immediately before we exercise this right or on such other terms as we may consider appropriate.
11.7 Our rights under Clause 11.6 will not be limited or reduced by your death or legal incapacity.
12. TAXES
12.1 Any and all payments (whether of principal, interest, fee or otherwise) to be made by you under this agreement or under any instrument delivered hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto (collectively the "Taxes"). If you shall be required by the Law or Regulation to make any such deduction from any payment hereunder:
a. the sum payable by you shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Clause) the Bank receives an amount equal to the sum the Bank would have received had no such deductions or withholdings been made;
b. you shall make such deductions or withholdings; and
c. you shall pay the full amount deducted or withheld to the relevant Authority or other authority in accordance with the relevant Law or Regulation.
12.2 In additions, you agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, any instrument delivered hereunder (hereinafter referred to as "Other Taxes").
12.3 You will indemnify the Bank for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Clause) paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Bank makes written demand therefor.
12.4 Within 30 days after the date of any payment of Taxes or Other Taxes, you will furnish to the Bank the original or certified copy of a receipt evidencing payment thereof. If no Taxes or Other Taxes are payable in respect of any payment, you will furnish to the Bank a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Bank, in either case stating that such payment is exempt from or not subject to Taxes or Other Taxes.
12.5 You agree that (a) the Bank, or (b) any Third Party Provider may withhold or deduct any amount for or on account of, or which represents, withholding, income tax, value added tax, tax on the sale or disposition of any property, duties or any other lawfully collected amount (the "Collected Amount") which is required to be withheld or deducted to comply with any Law or Regulation from any payment to you, or to or from your account or any account. Any Collected Amount shall be timely paid to the relevant Authority in accordance with the relevant requirement. You will be notified of any Collected Amount as soon as reasonably practicable. You acknowledge that the Bank will not be required to reimburse you for any amount withheld or deducted by a Payment Infrastructure Provider. Further, to the extent that the Bank or its Third-Party Service Provider pay or have paid from the Bank’s / its own funds or are or will become required to make a payment to an Authority in respect of an amount that should have been, but was not, a Collected Amount, you will indemnify the Bank for such payment, plus any interest and penalties thereon. You understand that you are not required to contest any demand made by an Authority for such payment. You represent that you have provided to and secured from any person that will own a beneficial interest in a payment from the Bank any notices, consent or waiver necessary to permit the Bank or its Third-Party Service Provider to carry out the actions described in this Clause.
12.6 Without prejudice to the survival of any of your other agreements hereunder, your above agreements and obligations shall survive the payment in full of principal and interest hereunder and under any instrument delivered hereunder.
13. LIMITATION OF LIABILITY AND INDEMNITY
13.1 You agree that except in the case of the Bank’s negligence or wilful misconduct, the Bank will not be under, and you will fully indemnify the Bank against, any liability for taking or omitting to take any action in relation to any matter herein including the following:
a. the operation of any account and the Bank’s provision of safekeeping or other services pursuant to the provisions of this agreement;
b. the Bank’s ability to account for any transaction is restricted or affected for any reason or cause beyond the Bank’s control;
c. any actions or omissions (including any negligence or default) of any broker, agent, correspondent, custodian or counterparty involved in any transaction;
d. any loss or damage caused by breakdown in or delay or failure of any transmission or communication facilities, or external clearing systems;
e. any unavailability or diminution in the value of your funds or investments due to taxes, deductions, withholdings, imposts or depreciation, market factors or any cause beyond your control; and
f. acting on any written, verbal, telephone, facsimile or electronic Instructions given by any person which the Bank believes in good faith to be you or to have authority to give Instructions on your behalf, regardless of the prevailing circumstances or the nature of the transaction and notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity in the giving, receipt or contents of such Instructions.
14. ACCOUNT LINKAGE
14.1 You are aware that notwithstanding that no prior authorisation has been given by you to the Bank, the Bank may for operation purpose link up:
a. (in case your accounts under this agreement are in sole name) all such accounts with (i) all other accounts in your sole name, and (ii) accounts in joint names with other(s) which you may operate independently as an authorised signatory; or
b. (in case our accounts under this agreement are in joint names) all such accounts with all your other accounts in the same joint names with same signing instructions; or
c. (in case our accounts under this agreement are in joint names and operated by two or more authorised signatories jointly) all such accounts with all your other accounts in the same joint names with same signing instructions.
14.2 The Bank may from time to time permit your accounts to be linked up with account(s) of third parties maintained with you or other banks and as a result, funds may be transferred to such third party account(s). The Bank may from time to time limit the operation and functions of the linked accounts or change the scope of your linkage without prior notice to you.
14.3 You realise and accept the following possible consequences of linkage, in that any person who physically possesses or knows the particulars of your access, credit or charge card and the code for such card will be able to access or withdraw funds from any of the linked accounts. Further you fully appreciate that linkage is to enable you to have flexibility and better manage your accounts and the Bank cannot under any circumstances be responsible for any withdrawal or loss of investments, or disclosure of account information directly or indirectly arising in connection with such linkage. If you specifically instruct the Bank to change any account linkage, your Instruction will only be effective after sufficient time has elapsed to enable the Bank to fully record the Instruction in your operation system.
15. OFFSHORE SERVICES CENTRE
The Bank may set up any service centre outside the British Virgin Islands from which you may access or give any Instruction on your accounts. Any transaction at a place outside that service centre will only become effective when your Instruction can be processed and fully implemented at that place according to its local practices and laws, rules and regulations.
16. TERMINATION OR SUSPENSION OF SERVICES OR ACCOUNTS
16.1 Termination Right
a. You may terminate the Account(s) and/or Service(s) by giving us prior written notice of such period as we may accept.
b. The Bank may terminate, with or without giving you notice or reason, (i) all or any part of the Services, and/or (ii) any one or more Accounts.
16.2 Event of Default
a. This Clause 16.2 does not limit or reduce our termination right under Clause 16.1.
b. If we are of the opinion that any of the events set out below (each an "Event of Default") occurs, we have the right to suspend or terminate all or any part of the Services, and/or any one or more Accounts with immediate effect, with or without giving you notice or reason:
- i. You breach or fail to perform or observe these Terms and Conditions. This may include your failure to settle any transaction, pay any amount due or perform any other obligations in relation to the Services or any Account.
- ii. Any confirmation or information given by you under these Terms and Conditions proves to be false or misleading in any material respect at the time it was given.
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iii. You take any action or procedure to the following effect:
- (1) declare bankruptcy;
- (2) reschedule your debts or seek a freeze, moratorium or other similar relief relating to your debts. This may include you starting negotiations with one or more of your creditors for the general readjustment or rescheduling of your debts, or you entering into any composition or other arrangement for the benefit of your creditors generally; or
- (3) appoint trustee, receiver, liquidator, administrator, custodian or other similar official (each a “Custodian”) for a substantial part of your assets.
- iv. Any action or procedure is commenced against you or your assets (1) in the nature specified in paragraph (iii) above, or (2) for execution, distress, attachment or garnishment against your assets or for an encumbrancer to take possession of your assets.
- v. You breach or fail to observe any applicable regulations, or it is necessary or useful in our opinion to prevent violation of any applicable regulation or good standard of market practice.
- vi. A legal order or request is binding on or issued in relation to any Account or any of your other accounts or assets maintained or deposited with us.
- vii. It is necessary or useful for our protection, or if any action is taken or event occurs which we consider to have or may have a material adverse effect on your ability to perform your obligations under these Terms and Conditions.
- viii. (Where any Services or any Account is provided to two or more persons or where there is another person with authority on any Account) there is any dispute or proceedings between you with respect to the Services or the Account.
- ix. If you or (where the Services or any Account is provided to two or more persons) any of you die or become incapacitated.
- x. We are of the opinion or have reason to suspect that (1) we have not been given a valid mandate or (2) you are not the true owner of the Accounts or otherwise do not have the authority to operate the Accounts.
- xi. Any other event which, in our opinion, renders suspension or termination of the Services or any Account necessary or useful.
16.3 If an Account has been inactive for such period as the Bank may decide from time to time, the Bank may restrict or disallow operations in relation to, or impose conditions (including payment of fees) on re-activating, such Account.
16.4 If all or any part of the Services, or any Account are suspended or terminated for any reason whether by you or by us, we have the right to do any or all of the following:
a. cancel or terminate any of your instructions that we have not executed at the time the Services or any Account are suspended or terminated;
b. complete any transaction that we have effected on your behalf before the Services or any Account are suspended or terminated;
c. exercise any of our rights under Clause 11; and
d. not to accept or act on any instruction given by you or on your behalf even if we have received contrary instructions from you.
16.5 Even after the Services or any Account are suspended or terminated, you remain responsible for performing and discharging all your obligations and liabilities created or accrued before then.
17. ASSIGNMENT
17.1 The Bank may at its discretion and by instrument assign or transfer any or all of its rights and obligations under this agreement to any person outside the British Virgin Island as may be appointed by the Bank and thereafter you submit to the non-exclusive jurisdiction of the courts of such place. Any successor or permitted assigns shall have all the powers, rights, authorities, duties and obligations conferred upon and undertaken by the Bank under this agreement by this applicable law. Any and all attorneys-in-fact, agents, custodians or depositories of your investments previously acting for the Bank shall be deemed to continue to act in such capacity for and be authorised to accept Instructions from any successor in the Bank’s place. Without prejudice to the foregoing, the Bank may also transfer all or part of its rights and obligations under this agreement and any amount in your accounts maintained with the Bank if the Bank reasonably considers that it is necessary for the Bank to comply with any Law or Regulation.
17.2 The Bank reserves the right to transfer any relevant client information to any third parties including, but not limited to, correspondent banks and electronic payment institutions ("Payment Institutions"), to facilitate the Payment Institutions' compliance with their own regulatory obligations, in order to process payments and other related transactions on behalf of the Bank.
18. LAW AND JURISDICTION
18.1 The Bank is governed by the laws of the British Virgin Islands, in particular but not limited to the Business Companies Act, 2004 as amended from time to time; the Financial Services Commission Regulatory Code, 2009, as amended from time to time; and the Financial Services Commission Act, 2001, as amended from time to time.
18.2 Each transaction shall be subject to the laws of the jurisdiction where it is made or located and also the rules, regulations, codes and policies of all relevant governmental and other regulatory bodies and agencies.
18.3 Subject to any express provision herein to the contrary, this Agreement shall be governed by the law in effect from time to time in the British Virgin Islands. You hereby irrevocably submit to the non-exclusive jurisdiction of the British Virgin Islands Courts.
19 MISCELLANEOUS
19.1 The Bank will not give any legal, tax or accounting advice to you regarding any of the Bank’s facilities and services provided to you. You shall be responsible for any filing or other requirements of any jurisdiction relating to any of your investments, deposits or other contracts with you.
19.2 No relaxation, forbearance, delay or indulgence by the Bank in enforcing any of the terms and conditions of this agreement nor the granting of any time by the Bank to you shall prejudice, affect or restrict your rights and powers nor shall any waiver of any breach operate as a waiver of any subsequent breach. The Bank’s rights and remedies herein provided are cumulative and not exclusive of any other rights or remedies provided by law.
19.3 If any provision of this agreement is void, illegal or unenforceable by any law to which it is subject, it shall not affect the remaining provisions of this agreement.
