DEMERARA BANK LIMITED

GENERAL TERMS AND CONDITIONS

Governing Accounts, Deposits, Payment Services and Electronic Banking Services

PART A — GENERAL TERMS APPLICABLE TO ALL ACCOUNTS AND SERVICES

1. INTRODUCTION AND APPLICATION

1.1These General Terms and Conditions (the "Terms") govern the relationship between Demerara Bank Limited (the "Bank", "we", "us" or "our") and each Customer ("you" or "your") in connection with every Account, Term Deposit, Product and Service provided by the Bank from time to time.

1.2These Terms constitute a legally binding agreement between you and the Bank and shall be read together with the Application, the Mandate, the Fees Schedule, any Product Terms and any other agreement, form, schedule or notice issued by the Bank in connection with an Account or Service, whether issued prior to or subsequent to the Terms, (together, the "Agreement"). Part B of these Terms applies in addition to Part A whenever you use any Electronic Banking Service.

1.3By signing an Application or Mandate, or by applying for, opening, operating, maintaining, accessing or using any Account, Product or Service, you confirm that you have read, understood and agree to be bound by these Terms as amended from time to time. Where an Account is held by more than one person, each of them agrees to be bound, jointly and severally.

1.4In the event of any inconsistency between the documents forming the Agreement, the following order of precedence applies, to the extent of the inconsistency only:

1. (a)any Product Terms governing a specific Account or Service;
2. (b)Part B of these Terms, in relation to Electronic Banking Services;
3. (c)Part A of these Terms;
4. (d)the Application and the Mandate, save that the signing authority recorded in the Mandate shall always prevail as to who may give instructions in respect of an Account.

1.5These Terms replace any previous general terms and conditions between the Bank and you (but not the Product Terms). Any Mandate, Power, Authority or Instruction given, made or issued before these Terms took effect shall continue to have effect as between you and the Bank, and shall be governed by these Terms from the date on which they take effect.

1.6Where these Terms contain provisions relating to a Product or Service that you do not currently use, this does not constitute an offer or obligation on the part of the Bank to provide that Product or Service, which remains subject to the Bank's approval and to any separate Application required by the Bank.

1.7Where you authorise any person to act on your behalf in relation to any Account or Service, you are responsible for ensuring that such person complies with these Terms, and every act or omission of that person shall be treated as your act or omission.

2. DEFINITIONS AND INTERPRETATION

2.1In these Terms, unless the context otherwise requires:

1. (a)"Account" means any account of whatever nature opened or maintained by the Customer with the Bank, including chequing, savings, money market, foreign currency, Term Deposit, loan, credit card, and any other account that the Bank may offer from time to time which are not governed by their own terms;
2. (b)"Account Holder" means the person or persons in whose name an Account is opened and who, as between the Customer and the Bank, is treated by the Bank as the owner of the credit balance on that Account. An Authorised Signatory is not, by reason only of being a signatory, an Account Holder;
3. (c)"Agreement" has the meaning given in Section 1.2;
4. (d)"Applicable Law" means all laws, regulations, rules, orders, directives, guidelines, codes and requirements of any court, government, regulatory or supervisory authority (including the Bank of Guyana Act, the Financial Institutions Act, the Anti-Money Laundering and Countering the Financing of Terrorism Act, the National Payments System Act 2018, the Supervision Guidelines and other guidelines, circulars and directives issued by the Bank of Guyana, and the guidelines of the Financial Intelligence Unit), clearing house or payment system that apply to the Bank, the Customer, an Account or a Service, whether in Guyana or elsewhere, together with the requirements of the Bank's correspondent banks;
5. (e)"Application" means the application submitted by or on behalf of the Customer for the opening of an Account or the provision of a Service, in such form (physical or electronic) as the Bank may prescribe from time to time, together with all supporting documents, information, declarations and authorisations provided in connection with it;
6. (f)"Available Balance" means the amount that the Bank's records show as available for withdrawal or payment from an Account after deducting holds, Uncleared Funds, pending or authorised transactions, reserved or blocked amounts, and any amount that the Bank is entitled to debit or set off;
7. (g)"Authority" means any Mandate, Power, resolution, authorisation, consent or other instrument or arrangement, in whatever form, by which you confer on any person authority to open, operate or access an Account or Service or to give Instructions on your behalf, and includes any limit or condition attached to it;
8. (h)"Authorised Signatory" means a person or persons identified in the Mandate as authorised to give Instructions on an Account on behalf of the Account Holder, and includes a director, officer, partner, trustee, attorney or agent so identified and, where an Account Holder is himself or herself authorised under the Mandate to give Instructions on the Account, that Account Holder acting in that capacity;
9. (i)"Business Customer" means a Customer that is a company, partnership, sole trader, association, club, trust or other body, any person or firm carrying on business under a business name registered under the Business Names (Registration) Act, Cap. 90:05, or any individual who holds an Account for the purposes of a business, trade or profession, and "Personal Customer" means any other Customer;
10. (j)"Business Day" means a day (other than a Sunday or public holiday in Guyana) on which the Bank is open for general banking business in Guyana, provided that a Saturday on which a branch of the Bank is open is a Business Day only for the purpose of transactions conducted over the counter at that branch on that day, and is not a Business Day for the purposes of clearing, settlement, Electronic Payments, Cut-off Times, deemed receipt, statement periods, notice periods or the calculation of any period under these Terms unless the Bank notifies otherwise;
11. (k)"Channel" means any electronic channel through which the Bank makes an Electronic Banking Service available, including the Bank's online banking website, mobile banking application, telephone banking service, automated teller machines, point-of-sale terminals and any other electronic channel made available by the Bank from time to time;
12. (l)"Cleared Funds" means funds credited to an Account in respect of which the Bank has received final and irrevocable settlement and which are free of any hold, reservation, restriction or legal process;
13. (m)"Cut-off Time" means the time on a Business Day, published by the Bank from time to time, after which an Instruction or deposit received by the Bank will be treated as received on the next Business Day;
14. (n)"Customer" means each person in whose name an Account is held or to whom a Service is provided, and includes the Account Holder and, where the context permits, each Authorised Signatory and each person acting on the Customer's behalf;
15. (o)"Dormant Account" means an Account classified as dormant under Section 21;
16. (p)"Electronic Banking Services" or "Electronic Banking Service" mean the Bank's online banking, mobile banking, telephone banking, automated teller machine, point-of-sale, card and other electronic channels and services described in Part B, as made available by the Bank from time to time, and "Electronic Banking Service" means any one of them;
17. (q)"Electronic Instruction" means an Instruction given through any Electronic Banking Service, or by e-mail, facsimile, telephone or any other electronic channel accepted by the Bank;
18. (r)"EFT Regulations" means the National Payments System (Electronic Funds Transfer) Regulations 2019 (Regulation No. 7 of 2019) made under the National Payments System Act 2018, as amended or replaced from time to time;
19. (s)"Electronic Payment" means any transfer of funds or payment initiated electronically, including electronic funds transfers, wire transfers, real-time and automated clearing house transactions, bill payments, card payments, wallet top-ups and payments through any domestic or international payment network or scheme that the Bank participates in from time to time;
20. (t)"Fees Schedule" means the Bank's schedule of interest rates, fees, charges and commissions as published by the Bank from time to time;
21. (u)"Information" means all information about you, your Accounts, your transactions, your Authorised Signatories, beneficial owners and Connected Persons and your dealings with the Bank, in whatever form and however obtained, including personal data, financial information, credit information, identification and due diligence records, and information received from third parties;
22. (v)"Instruction" or "Instructions" mean any instruction, order, request, notice, communication, consent or authorisation given or purportedly given to the Bank by or on behalf of the Customer in any form, and includes an Electronic Instruction and an Instrument;
23. (w)"Instrument" means any cheque, draft, bill of exchange, promissory note, payment order, deposit slip, voucher or voucher cover, withdrawal slip, voucher or other order for the payment of money, whether in physical or electronic form, and includes an image of any of them;
24. (x)"Joint Account" means an Account held in the names of two or more Account Holders;
25. (y)"Mandate" means the signing authority, board resolution, signature card or other authority in the Bank's prescribed form or forms, as amended from time to time and accepted by the Bank, identifying the Authorised Signatories on an Account, the persons who may access the Account and the Electronic Banking Services in relation to it, and the manner in which the Account Holder or the Authorised Signatories may give Instructions;
26. (z)"Manager's Cheque" means a cheque or draft drawn by the Bank on itself;
27. (aa)"Product" means any type of Account, deposit, Term Deposit, loan, overdraft, credit facility, card, safe custody, foreign exchange, payment, investment or other financial product offered or provided by the Bank from time to time, and includes every feature, channel and facility forming part of it;
28. (bb)"Primary Account Holder" means, in relation to a Joint Account, the Account Holder designated as such in the Application or, if none is designated, the Account Holder first named in the Application or in the Bank's records, or such other Account Holder as all the Account Holders may subsequently designate by written notice accepted by the Bank;
29. (cc)"Power" means a power of attorney, letter of authority or other authority referred to in Section 8.8;
30. (dd)"Payment System" means any clearing house, automated clearing house, real-time payment system, card scheme, correspondent banking arrangement, SWIFT or other payment, settlement or messaging system, network or scheme used by the Bank in connection with a transaction;
31. (ee)"Relationship" means the banker-customer relationship between the Bank and you constituted by the Agreement (as defined in Section 1.2), and includes every Account, Term Deposit, facility and Service provided by the Bank to you and every Mandate, Power, Authority and arrangement relating to them;
32. (ff)"Product Terms" means any terms and conditions issued by the Bank that govern a specific Account, Product or Service, including terms governing cards, loans, credit facilities, safe custody and Term Deposits or any other facility issued to you by the Bank;
33. (gg)"Security Credentials" means any user name, password, personal identification number, one-time passcode, security question, token, digital certificate, biometric identifier, registered device or other method of authentication issued to or adopted by the Customer for use with a Service;
34. (hh)"Service" means any Product, facility or service provided by the Bank to the Customer from time to time, provided that the Bank holds the licences and authorisations required by Applicable Law to provide it;
35. (ii)"Signature" means any mark, representation, authentication or approval made or adopted by the Customer for the purpose of confirming identity, authority or consent, whether handwritten, electronic, digital or in any other form accepted by the Bank in accordance with Applicable Law, including the Electronic Communications and Transactions Act 2023;
36. (jj)"Term Deposit" or "Term Deposits" mean a fixed term deposit, certificate of deposit or similar deposit placed with the Bank for a fixed period at an agreed rate of interest;
37. (kk)"Uncleared Funds" means funds credited to an Account that are not Cleared Funds.

2.2In these Terms:

1. (a)the singular includes the plural and vice versa (so that, for example, each defined term used in the plural, such as "Instructions", "Instruments" or "Powers", refers to more than one of the thing defined), and references to a person include an individual, company, partnership, association, trust or other body;
2. (b)references to a Section are to a section of the Part of these Terms in which the reference appears, unless otherwise stated;
3. (c)the words "including" and "in particular" are illustrative and do not limit the generality of the words that precede them;
4. (d)headings are for convenience only and do not affect interpretation;
5. (e)a reference to any law includes that law as amended, re-enacted or replaced and, where a law has been enacted but is not yet in operation, refers to that law as and when, and only to the extent that, it is brought into operation; and
6. (f)where the Bank is given a right, discretion or power under these Terms, the Bank may exercise it in its sole discretion unless these Terms expressly provide otherwise;
7. (g)where a period ends, or an act is required to be done, on a day that is not a Business Day, the period ends or the act may be done on the next Business Day, unless these Terms or the rules of a Payment System provide otherwise; and
8. (h)references to a time of day are to the time in Guyana.

3. ACCOUNT OPENING, DOCUMENTATION AND INFORMATION

3.1The opening of every Account and the provision of every Service is subject to the Bank's account opening procedures, customer due diligence and identification requirements, and acceptance by the Bank. The Bank may decline to open an Account, accept a deposit or provide a Service without giving a reason. The opening of one Account or the provision of one Service does not oblige the Bank to open any other Account, to extend credit, to continue any other facility or to provide any other type of Service.

3.2You shall promptly furnish the Bank with all documents, information and evidence that the Bank may require from time to time for the purposes of the Agreement, the opening or operation of any Account or the provision of any Service, or for compliance with Applicable Law, the Bank's internal policies or the requirements of its correspondent banks. You represent and warrant that all information provided to the Bank is true, complete and accurate as at the time of its submission.

3.3You shall notify the Bank in writing immediately, and in any event within fourteen (14) days, of any change in the information or documents provided to the Bank, including any change of name, address, contact details, residence, tax residence, occupation, source of funds or wealth, beneficial ownership, directors, officers, partners, signatories or constitutional documents. Until the Bank has received such notice and has had a reasonable opportunity to act upon it, the Bank may continue to rely on the information and documents previously provided.

3.4The Bank may, but is not under any obligation to, verify any information provided by you with your employer, referees, other financial institutions, credit bureaus, government registries or other reliable independent sources, and you authorise any such person to provide the Bank with such information. If the Bank becomes aware that any information provided by you is or may be inaccurate, incomplete or misleading, the Bank may suspend or restrict any Account or Service under Section 26 or exercise its rights under Section 6.3.

3.5The Bank may record and store all information, Instructions and documents relating to an Account in such form and by such means as it sees fit. The Bank is not obliged to retain or return original Instruments or documents, and copies or images of the Bank's records shall be admissible in evidence and shall be conclusive evidence of their contents in the absence of manifest error.

3.6Accounts held by non-residents of Guyana, and accounts denominated in foreign currency, are subject to Applicable Law relating to foreign exchange and to any conditions imposed by the Bank of Guyana or by the Bank from time to time.

4. CUSTOMER STATUS AND CAPACITY

4.1If you are a company, statutory body or other corporate entity, you shall provide the Bank with certified copies of your constitutional documents, a resolution of your board of directors or governing body in the form required by the Bank appointing the Authorised Signatories, and such other documents as the Bank may require. The Bank may rely on any such resolution until it receives a further certified resolution amending or revoking it. The Bank may require any resolution to be certified by such officers as it specifies (including the secretary and at least one director, or the sole director of a one-director company) and may verify the identity and office of any certifying officer against the records of the Registrar of Companies, without being obliged to do so.

4.2If you are a partnership, each partner is jointly and severally liable to the Bank for all obligations of the partnership, and the Bank may act on the Instructions of any partner or Authorised Signatory unless the Mandate provides otherwise. The partnership shall not be treated by the Bank as dissolved by the death, retirement, bankruptcy or admission of a partner, and the Bank may continue to act on the existing Mandate until it receives written notice of the change signed by the remaining partners.

4.3If you are a sole proprietor trading under a business name, you are personally liable for all obligations arising on any Account held in that name, and you shall provide the Bank with the certificate of registration of the business name issued under the Business Names (Registration) Act, Cap. 90:05, and evidence of every renewal or change of the registered particulars.

4.4If you are the trustee, executor, administrator or representative of an unincorporated association, club, society, church or trust, the persons signing the Application and each Authorised Signatory are jointly and severally liable to the Bank for all obligations arising on the Account, notwithstanding any limitation on their personal liability under the constitution or trust instrument. The Bank is not obliged to enquire into, and is not bound by, the terms of any trust or constitution or the application of any funds withdrawn.

4.5You warrant that no bankruptcy, insolvency, winding-up, receivership or similar proceedings have been commenced or are pending against you and undertake to notify the Bank in writing immediately if this warranty ceases to be correct.

4.6Where you open or maintain an Account as trustee, executor, administrator, attorney, agent, nominee, escrow holder or in any other fiduciary or representative capacity, or an Account designated "in trust for" or "for the benefit of" any person, you shall notify the Bank of that capacity in writing at the time the Account is opened and provide such documents evidencing your capacity and authority as the Bank may require. The Bank is not a party to, is not bound by and is not obliged to enquire into the terms of any trust, agency or other arrangement, is not responsible for the application of funds withdrawn from the Account, and may act on the Instructions of the Authorised Signatories without reference to any beneficiary. You represent and warrant that the operation of the Account through any Channel or by any Authorised Signatory does not contravene the terms of the trust or arrangement or any duty owed by you, and you shall indemnify the Bank against any claim by a beneficiary or other person interested in the Account.

4.7Reliance on corporate and constitutional documents. Where you are a company, partnership, association, trust or other body:

1. (a)the Bank may rely on any resolution, minute, certificate, register, constitutional document, certificate of incorporation or good standing, annual return, partnership agreement, trust instrument or other document delivered to it by or on behalf of you and appearing on its face to be regular, and on any Instruction given in accordance with the Mandate then recorded with the Bank, without further enquiry;
2. (b)the Bank has no duty to verify that any such document is genuine, current, complete, duly passed, executed or filed, or has legal effect, to search any public registry, to ascertain whether any resolution has been rescinded or any officer removed or appointed, or to enquire whether any Instruction is within the powers of the body or for its benefit, and is entitled to assume that all internal requirements of your constitution and of Applicable Law for the giving of an Instruction or the execution of a document have been complied with;
3. (c)the Bank shall not be liable for acting in good faith on any document, resolution or Instruction that is later found to be forged, invalid, irregular, ultra vires, superseded or without legal effect, and you shall indemnify the Bank against any claim arising from the Bank so acting; and
4. (d)the Bank may, but has no duty to, require at any time updated or re-certified documents, confirmation from your directors, officers, partners or attorney-at-law that a document or Mandate remains in force, or updated or enhanced customer due diligence, before continuing to act.

5. PRODUCT SUITABILITY AND NO ADVICE

5.1You are solely responsible for assessing whether any Account, Product or Service is suitable for your purposes. Except as expressly provided in the Agreement or required by Applicable Law, the Bank gives no representation, warranty or undertaking, express or implied, as to the suitability, adequacy, availability, accuracy, completeness, performance or fitness for purpose of any Account, Product or Service.

5.2The Bank does not provide legal, tax, investment or financial advice in relation to any Account, Product or Service. Any information provided by the Bank is for general information only, and you should obtain independent professional advice before entering into any transaction.

6. PURPOSE, LAWFUL USE AND TAXES

6.1You represent, warrant and undertake that:

1. (a)you are not engaged in, associated with or connected to any unlawful, fraudulent or prohibited activity or any business, industry or activity that the Bank has notified you, or has published in its branches or on its website, that it considers a restricted business (being any business, industry, activity or category of customer that the Bank, in its sole discretion and having regard to its risk appetite, Applicable Law and the requirements of its correspondent banks, has determined that it will not serve, or will serve only on conditions);
2. (b)every Account, Term Deposit and Service will be used only for your own lawful purposes and in accordance with Applicable Law and the Agreement, and not for any unlawful, improper or prohibited purpose;
3. (c)no Account or Service will be used by or for the benefit of any third party without the Bank's prior written consent, and you will promptly disclose to the Bank any beneficial ownership or third-party interest in any Account or funds;
4. (d)you will not use a personal Account for business, client-money, charity, political-campaign, trust or third-party collection purposes, or commingle business and personal funds, without the Bank's prior written consent;
5. (e)you will not structure, split, mis-describe or route any transaction so as to avoid a reporting threshold, review or control applied by the Bank or required by Applicable Law, and will not transact for an undisclosed third party; and
6. (f)you will comply with all Applicable Law relating to foreign exchange, tax and the reporting of financial information.

6.2You are responsible for all fees, charges, commissions, costs, expenses, taxes, duties, withholding taxes, value-added taxes, levies, penalties and other amounts imposed by any government or authority, or by any third party, in connection with your Accounts, Term Deposits, Products and Services. The Bank may debit any Account with any such amount, including any tax the Bank is required by Applicable Law to withhold or deduct, and you shall reimburse the Bank on demand for any such amount paid by the Bank on your behalf.

6.3Continuing representations; consequences of misrepresentation. Each representation, warranty and undertaking given by you in this Section 6, in Section 3, in Section 4, in the Application, in any Mandate and in any other document provided to the Bank is made on the date it is given and is deemed to be repeated on each day on which any Account or Service remains open or in use and on each occasion on which you give an Instruction or use a Service. You shall notify the Bank in writing immediately if any such representation, warranty or undertaking is or becomes untrue, misleading or incomplete in any respect. If any such representation, warranty or undertaking is or proves to have been untrue, misleading or incomplete when made or when deemed repeated, or if any document provided to the Bank is or proves to have been forged, false or fraudulently obtained, then, without prejudice to any other right or remedy of the Bank at law or under the Agreement:

1. (a)you shall be in material breach of the Agreement, and the Bank may exercise any of its rights under Sections 25, 26 and 28 (including closure with immediate effect and without notice under Section 28.3) and may suspend, hold, retain, set off against or refuse to release any funds in any Account pending the completion of such investigation as the Bank considers appropriate;
2. (b)the Bank may, at its election, treat any Account opened, or any Service or facility provided, in reliance on the representation or document as never having been validly opened or provided as between you and the Bank, and may rescind, cancel or accelerate any overdraft, loan or other facility and demand immediate repayment of all Liabilities, provided that no such election shall affect the validity of any payment made or Instruction executed by the Bank in good faith before it, or deprive the Bank of any right of lien, set-off, combination, retention or security over any funds or property, or of any claim against you;
3. (c)you shall indemnify the Bank on demand against all loss, liability, damage, cost and expense (including any fine, penalty, sanction or regulatory cost imposed on the Bank, any loss of or damage to a correspondent relationship, and legal costs on a full indemnity basis) arising directly or indirectly from the misrepresentation or false document;
4. (d)the Bank may report the matter to the Financial Intelligence Unit, the police, the Bank of Guyana or any other authority, and may disclose the misrepresentation and any related information to any credit bureau, financial institution or Payment System; and
5. (e)no knowledge that the Bank may have had, or enquiry it may have made or omitted to make, and no continuation of dealings with you after the Bank became aware of the matter, shall be treated as a waiver of the Bank's rights under this Section 6.3 or as an affirmation of the Agreement, unless the Bank expressly waives them in writing.

6.4The Bank may be required under Applicable Law, including laws giving effect to the Foreign Account Tax Compliance Act and the Common Reporting Standard, to collect information about your tax residence and status and to report information about you and your Accounts to the Guyana Revenue Authority or other authorities for exchange with foreign tax authorities. You agree to provide such information, self-certifications and documents as the Bank may require for this purpose and to notify the Bank of any change in your tax status.

7. INSTRUCTIONS

7.1The Bank may rely and act upon any Instruction given or purportedly given by you or by any Authorised Signatory, attorney, agent or other person authorised by you, whether given in writing, electronically, by telephone or through any channel, system or platform approved by the Bank, and whether or not the Instruction is in fact authorised, provided that the Bank has acted in good faith and in accordance with the Mandate and its usual procedures and security requirements. You ratify and confirm all acts of any person acting or purporting to act under authority granted by you.

7.2You are bound by every Instruction that appears, in the Bank's reasonable opinion, to have been given by you or on your behalf. Any Instruction submitted, transmitted, signed, authenticated or verified using any Security Credentials, security procedure, authentication method or process accepted by the Bank shall be deemed to be valid, authentic and duly authorised by you.

7.3The Bank is not obliged to verify the authenticity of any Instruction or Signature, or the identity, authority or capacity of the person giving an Instruction, beyond compliance with the Mandate and the Bank's usual procedures. The Bank has no duty to enquire into the purpose or commercial wisdom of any Instruction, to compare an Instruction with the usual pattern of dealing on an Account, or to make enquiries of you before acting on an Instruction that complies with the Mandate. Where you personally give an Instruction, the Bank is entitled to execute it in accordance with its terms, even if you have been induced by a third party to give it.

7.4Instructions must be clear, complete and unambiguous. The Bank may, without liability, decline to act on any Instruction that is incomplete, unclear, ambiguous or inconsistent with any other Instruction, or may act on its own reasonable interpretation of the Instruction. Where the Bank receives conflicting Instructions from persons each of whom is authorised under the Mandate to give Instructions, the Bank may act on any of them, on none of them, or on the first received, as it sees fit.

7.5The Bank may, in its discretion, refuse, delay, suspend or decline to act on any Instruction, in whole or in part, and shall have no liability for doing so, where:

1. (a)the Instruction does not comply with the Mandate, these Terms, the Bank's procedures, security requirements or risk management controls, or the rules of any Payment System;
2. (b)there are insufficient Cleared Funds or available credit on the Account, or the Account is subject to any hold, restriction, legal process or dispute;
3. (c)the Bank receives conflicting Instructions or has notice of a dispute concerning the Account;
4. (d)acting on the Instruction may, in the Bank's opinion, breach or cause the Bank to breach Applicable Law, a court order, a regulatory requirement, a sanction, or an obligation to a correspondent bank;
5. (e)the Bank suspects fraud, forgery, unauthorised activity, illegality, financial crime, that you may be the victim of a scam, or a security risk, in which case the Bank may delay execution while it makes such enquiries as it considers appropriate; or
6. (f)the Instruction is received after the Cut-off Time or on a day that is not a Business Day, in which case the Bank may treat it as received on the next Business Day.

7.6There is no obligation on the Bank to comply with any Instruction where the Bank considers that to do so would or may cause it to act in contravention of any domestic or foreign law or regulatory requirement, or of any obligation owed to a correspondent bank, and the Bank shall not be liable for any loss arising from its refusal or delay in such circumstances. The Bank shall not be required to disclose the reason for any such refusal or delay.

7.7An Instruction, once received by the Bank, may not be cancelled, countermanded or amended by you except with the Bank's agreement and subject to Section 10.12 (stop payments), Section 19 (Electronic Payments) and Part B. The Bank shall not be liable for any inability to stop, recall, reverse or amend a transaction after processing has commenced.

7.8Instructions by e-mail, facsimile, telephone, video conference, through its online platform and secure message. Where you have requested, and the Bank has agreed (whether in the Application, in the Mandate, by registering with the Bank the e-mail addresses, facsimile numbers, telephone numbers or video-conference accounts from which Instructions may be given, or otherwise in writing), that the Bank may act on Instructions given by e-mail, facsimile, telephone, video conference (including Zoom, Microsoft Teams or any similar platform accepted by the Bank) or secure message through the Bank's online platform, the following applies (and references in this Section 7.8 to an Instruction given by telephone include one given by video conference, and references to e-mail include a secure message sent through the Bank's online platform):

1. (a)the Bank may, but is not obliged to, act on any Instruction that is sent from an e-mail address or facsimile number registered with the Bank for that purpose, or given by telephone or video conference by a person who identifies himself or herself as you or an Authorised Signatory and satisfies such identification or call-back procedure as the Bank applies, and the Bank may decline to act on any such Instruction, in whole or in part, without giving a reason and without liability, and may require the Instruction to be confirmed in writing, by call-back to a telephone number registered with the Bank, by personal attendance or in original signed form before acting;
2. (b)an Instruction sent from a registered e-mail address, including one contained in a scanned or photographed attachment bearing what appears to be your Signature or the Signature of an Authorised Signatory, shall be treated by the Bank as if it were an original written Instruction signed in accordance with the Mandate, and you agree that a scanned, photographed or electronically transmitted Signature is a Signature for the purposes of the Agreement and the Electronic Communications and Transactions Act 2023;
3. (c)the Bank is not obliged to verify the identity of the sender, the authenticity of the e-mail address, sender name, telephone number, signature or attachment, or that the Instruction was in fact sent or authorised by you, beyond compliance with its own procedures, and you acknowledge that e-mail addresses and sender details can be spoofed, e-mail accounts can be compromised and messages can be intercepted, altered, delayed, duplicated or sent by an unauthorised person; you accept all such risks and are bound by every Instruction that the Bank acts on in good faith believing it to have come from you or an Authorised Signatory, whether or not it did;
4. (d)an e-mail or facsimile Instruction is received by the Bank only when it has been opened and read by an officer of the Bank responsible for the Account during business hours on a Business Day, and not when it is sent or arrives on the Bank's systems; an automatic acknowledgment or read receipt is not confirmation that the Bank has received or will act on the Instruction; Instructions received after the Cut-off Time will be treated as received on the next Business Day; and you should not use e-mail or facsimile for time-critical Instructions or for stop payment requests, which must be given in accordance with Section 10.12;
5. (e)you shall not send the Bank an original or duplicate of an Instruction already given by e-mail, facsimile or telephone, or by any other channel, without clearly marking it as a confirmation of the earlier Instruction, and the Bank shall not be liable for any duplication of a transaction that results from your failure to do so;
6. (f)you shall keep every registered e-mail account and device secure, shall use strong and unique passwords and multi-factor authentication where available, shall notify the Bank immediately in writing if any registered e-mail account, telephone number or device is compromised, lost, changed or accessed by an unauthorised person, and shall not register an e-mail address that is shared with or accessible by any person other than you or an Authorised Signatory unless you have expressly elected to do so in writing and accepted the risks of doing so, in which case every person with access to that address shall be treated as your agent;
7. (g)you release the Bank from, and shall indemnify the Bank against, all loss, liability, cost and expense arising from the Bank acting or declining to act, in whole or in part, on any Instruction given or purporting to be given by e-mail, facsimile or telephone, including where the Instruction was forged, fraudulent, sent by an unauthorised person, altered, incomplete, duplicated, delayed or misunderstood, save to the extent that the loss is finally judicially determined to have resulted directly from the Bank's own fraud or wilful misconduct;
8. (h)the authority extends to Instructions for transfers between your Accounts, payments to third parties within Guyana and abroad, the placement, renewal and withdrawal of Term Deposits, requests for drafts, cheque books, statements and information, and such other Instructions as the Bank may from time to time agree to accept, subject to any limit on the amount or type of Instruction that the Bank may set or that you have agreed with the Bank; and
9. (i)your request and the Bank's agreement under this Section 7.8 constitute a continuing authority and indemnity which applies to every Instruction given until the Bank has received written notice of its revocation and has had a reasonable opportunity to act on it, survives the closure of any Account and binds your successors and personal representatives; the Bank may withdraw its agreement to act on such Instructions at any time without notice and without giving a reason; and the Bank may debit any of your Accounts with any amount payable by you under paragraph (g).

7.9The Bank may record telephone conversations and electronic communications with you, and such recordings shall be admissible in evidence and shall be the Bank's sole property.

7.10Accuracy of Instructions and verification of payees. You are solely responsible for the accuracy, completeness and correctness of every Instruction, including the name, account number, bank or branch, unique identifier, amount, currency and purpose of every payment, and for verifying, before giving an Instruction, the identity of the intended payee and the legitimacy of any request, invoice, message or communication (whether from a supplier, customer, employee, relative, adviser or any person purporting to be an officer of the Bank) in response to which the Instruction is given. You acknowledge that:

1. (a)the Bank executes Instructions as given and has no duty to check that the name of a payee corresponds to the account number or other unique identifier supplied, to compare a payee with any previous payee, to detect a changed or substituted account number, or to verify that a request to pay is genuine;
2. (b)the Bank is not liable for any loss arising from an Instruction that is inaccurate, incomplete, misdirected or duplicated, or that you were induced to give by fraud, impersonation or misrepresentation on the part of any third party (including so-called invoice, mandate, business e-mail compromise, investment, romance or impersonation scams), and a payment made in accordance with such an Instruction is authorised by you;
3. (c)any attempt by the Bank to contact you to verify an Instruction, or any fraud warning displayed or given by the Bank, is a courtesy and does not create any duty on the Bank to do so in that or in any other case; and
4. (d)you shall adopt such internal controls as are appropriate to your circumstances, including independent verification by telephone or video conference (using a number or contact known to you and not one supplied in the request) of any request to change a payee's bank details, before acting on it.

8. MANDATE, SIGNING AUTHORITY AND AUTHORISED SIGNATORIES

8.1You shall specify in the Mandate the persons authorised to give Instructions on each Account, the persons who are to have access to the Account and to the Electronic Banking Services in relation to it, and the manner in which they may do so (for example, "any one to sign", "any two to sign" or "all to sign"). The Bank may accept and act upon any Instruction given in accordance with the Mandate without further enquiry and without the consent of any other Account Holder or Authorised Signatory.

8.2Where the Mandate provides that any one Authorised Signatory may sign, the Bank may accept and act upon the Instructions of any one of them, including Instructions to withdraw all or any part of the credit balance, to stop payment, to obtain information about the Account, to close the Account or to enrol the Account for Electronic Banking Services. Where the Mandate requires more than one Authorised Signatory to sign, the Bank shall act only on Instructions given by the required signatories, but may nonetheless accept deposits and credits from, and provide information about the Account to, any one of them.

8.3A Mandate shall remain in full force and effect, and the Bank may continue to rely on it, until the Bank has received written notice of its amendment or revocation, in a form acceptable to the Bank and given by a person authorised to give it, and has had a reasonable opportunity to act upon that notice. The Bank shall incur no liability for acting in accordance with the Mandate before that time, including in respect of Instruments dated or Instructions given before, but presented or received after, the notice. A revocation or amendment does not affect any Instruction that has already been processed, accepted, committed to a Payment System or is otherwise beyond recall. The Bank may require a new Mandate, updated documents and customer due diligence on any new Authorised Signatory before giving effect to any change.

8.4An Authorised Signatory derives his or her authority solely from the Account Holder. The designation of a person as an Authorised Signatory does not, of itself, confer on that person any ownership of, or beneficial interest in, the Account or its credit balance, and no right of survivorship arises in favour of an Authorised Signatory by reason only of that designation. Sections 9 and 22 govern ownership and survivorship.

8.5The authority of an Authorised Signatory shall terminate automatically upon the Bank receiving notice, in a form satisfactory to it, of the death, mental incapacity or bankruptcy of that Authorised Signatory or of the Account Holder, or of the dissolution, winding-up, liquidation, administration or receivership of the Account Holder. Upon such termination, the Account shall continue in the name of the Account Holder, and the Bank may, in the case of a Business Customer, require a new or updated resolution or Mandate before acting on further Instructions and may in the meantime suspend the Account under Section 26.

8.6The Bank may accept the signature of any Authorised Signatory as a sufficient discharge for any money withdrawn from the Account in accordance with the Mandate, and any Instrument or document signed in accordance with the Mandate shall be valid and binding on the Account Holder whether or not any company seal or stamp has been affixed and whether or not the Authorised Signatory has exceeded any internal limit on his or her authority of which the Bank has not been notified in writing.

8.7You are responsible for all Instructions given by an Authorised Signatory even if the Authorised Signatory acts improperly, exceeds his or her internal authority or acts otherwise than in your interests. You acknowledge that the Bank cannot control how an Authorised Signatory uses an Account, and the Bank shall have no liability for any payment, withdrawal or transaction effected in accordance with the Mandate, whatever the purpose to which the funds are applied.

8.8Powers of attorney and agents. You may authorise a person to operate an Account under a power of attorney or letter of authority in a form acceptable to the Bank. In relation to any such power or authority (a "Power"):

1. (a)the Bank may, in its discretion, decline to accept or act upon any Power, may require the attorney or agent to satisfy its customer due diligence requirements, and may impose conditions or limits on the transactions that the attorney or agent may conduct;
2. (b)the Bank shall treat a Power, whether or not it is expressed to be irrevocable, and whether or not it has been registered or recorded under any Applicable Law, as revoked for the purposes of the Account upon the Bank receiving notice, in a form satisfactory to it, of the death, mental incapacity, bankruptcy or (in the case of a body corporate) dissolution of the donor or of the attorney, or of the revocation of the Power by the donor, and shall thereafter act only on the Instructions of the Account Holder, the personal representatives or such other person as is lawfully entitled to give them;
3. (c)the Bank may at any time, but shall have no duty to, require that a Power be re-executed, re-registered, updated, confirmed or verified, require the donor to confirm in person, by telephone, by video conference or in writing that the Power remains in force and that a particular Instruction is authorised, require an affidavit or certificate from the attorney that the Power has not been revoked and that the donor is alive and has capacity, or communicate with the donor, the attorney or the attorney-at-law before whom the Power was executed, and may decline to act on any Instruction of the attorney until it has received such confirmation as it considers appropriate;
4. (d)the Bank has no duty to verify the authenticity, validity, due execution, registration, scope or continued subsistence of any Power, to enquire whether it has been revoked or whether the donor is alive or has capacity, to monitor any register, or to enquire into the purpose of any Instruction given under it or the application of any funds withdrawn under it, shall have no liability for funds withdrawn by an attorney or agent and applied for purposes other than those of the donor, and is entitled to assume that a Power that appears on its face to be regular remains in full force and effect until the Bank has received written notice to the contrary and has had a reasonable opportunity to act on that notice;
5. (e)the Bank shall not be liable for any loss arising from acting in good faith on the Instructions of a person appearing to be an attorney or agent under a Power that is later found to have been forged, fraudulently obtained, invalid, defective, expired or revoked (including a Power revoked, or whose donor has died or lost capacity, without notice to the Bank), and you and your estate shall indemnify the Bank against any claim arising from the Bank so acting; and
6. (f)you are responsible for the acts and omissions of your attorney or agent as if they were your own, and you shall notify the Bank in writing immediately upon the revocation of any Power.

8.9Where the Bank suspects that a Power is being used, or that an Instruction under a Power is being given, improperly, fraudulently or otherwise than in the interests of the donor, the Bank may, without liability, decline to act, suspend the Account under Section 26, require the donor's confirmation in person or by video conference, or apply Section 28.5, and the Bank shall not be liable to the attorney, the donor or any other person for doing so or for any delay, loss or inconvenience arising during any verification process.

9. JOINT ACCOUNTS

9.1Each Account Holder of a Joint Account is jointly and severally liable to the Bank for all obligations arising on or in connection with the Joint Account, including any overdraft, interest, fees, charges and any amount that the Bank is entitled to debit to the Account, whether incurred by one or more of them and whether or not the other Account Holders had knowledge of or consented to the transaction. The Bank may recover the whole of any such amount from any one or more of the Account Holders.

9.2Unless otherwise agreed by the Bank in writing at the time the Joint Account is opened, all money standing to the credit of a Joint Account held by Personal Customers (including interest) is held by the Account Holders as joint tenants with the right of survivorship. On the death of an Account Holder the credit balance shall, subject to Section 9.6 and to the Bank's rights under Section 20, vest in and be payable to the surviving Account Holder(s), and the Bank may pay the balance to, or act on the Instructions of, the survivor(s) without reference to the estate of the deceased. The surviving Account Holder(s) shall indemnify the Bank against any claim by the estate or any other person in respect of the balance so paid.

9.3Where a Joint Account is opened with an "all to sign" or "multiple signatures" Mandate, or where the Account Holders have notified the Bank in writing at the time of opening that they hold the Account otherwise than as joint tenants, the Bank may treat the Account Holders as holding the credit balance in equal shares as tenants in common, and on the death of an Account Holder may require the joint Instructions of the survivor(s) and the personal representatives of the deceased before releasing the deceased's share.

9.4The Account Holders of a Joint Account authorise the Bank to credit to the Joint Account any funds received by the Bank for the account of any one or more of them, including Instruments payable to any one of them alone.

9.5Primary Account Holder. Every Joint Account shall have a Primary Account Holder. The Primary Account Holder is the person to whom the Bank will address statements, notices, disclosures, tax and regulatory reporting and other communications relating to the Joint Account, whose contact details and registered e-mail address, telephone number and mailing address the Bank will treat as the contact details for the Joint Account, and in whose name interest and any other reportable income on the Joint Account may be reported where Applicable Law requires reporting in the name of one holder. Any notice, statement, disclosure or communication delivered by the Bank to the Primary Account Holder shall be deemed to have been delivered to all Account Holders, and each Account Holder shall be bound by it. The Primary Account Holder agrees to bring every such communication to the attention of the other Account Holders. The designation of a person as Primary Account Holder is for the Bank's administrative convenience only and does not, of itself, confer on that person any greater ownership of, interest in or authority over the Joint Account than the other Account Holders, alter the Mandate or the ownership arrangement under Sections 9.2 and 9.3, or affect the joint and several liability of the Account Holders under Section 9.1. The Primary Account Holder may be changed only by written notice signed by all the Account Holders and accepted by the Bank. Any Account Holder may, subject to the Mandate, obtain information about and copies of statements for the Joint Account.

9.6Without prejudice to any other right of the Bank, the Bank may suspend all or any transactions on a Joint Account, and on any related Account having a common Account Holder or beneficial owner, and may decline to act on any Instruction, where:

1. (a)the Bank receives written notice from any Account Holder revoking or seeking to vary the Mandate, or requesting that transactions be suspended;
2. (b)the Bank receives notice of the death, mental incapacity, bankruptcy or insolvency of any Account Holder;
3. (c)the Bank receives notice of any dispute between the Account Holders, or between an Account Holder and any other person claiming an interest in the Joint Account, as to the ownership, operation or control of the Joint Account or its balance; or
4. (d)the Bank receives any legal process or third-party claim affecting the Joint Account,

and the suspension shall continue until the Bank receives Instructions signed by all Account Holders (or, as applicable, the survivors and the personal representatives of a deceased Account Holder), an order of a court of competent jurisdiction, or such other documentation as the Bank may require, or until the Bank closes the Account under Section 28.5.

9.7Any Account Holder may, whatever the Mandate provides, give the Bank a written notice under Section 9.6(a). Any Account Holder may also countermand or stop payment of an Instrument or Instruction drawn on the Joint Account. A notice, revocation or countermand by one Account Holder is effective only when the Bank has received it in writing and has had a reasonable opportunity to act on it, does not affect any transaction already processed, accepted, committed to a Payment System or otherwise beyond recall, and does not release any Account Holder from liability for obligations incurred before the Bank implements the restriction. An Instruction to add or remove an Account Holder, to change the Mandate, to release any Account Holder from liability or to change the ownership arrangement of a Joint Account requires the written concurrence of all Account Holders (or, on a death, of the survivors and any personal representatives the Bank requires) and the Bank's express acceptance, and the Bank may require fresh customer due diligence and a new Application and Mandate.

9.8If any Account Holder of a Joint Account becomes bankrupt or insolvent, the Bank may decline to permit any withdrawal from the Joint Account without the consent of the trustee in bankruptcy, receiver or liquidator, and may apply Section 20. If any Account Holder becomes mentally incapacitated, Section 22.7 applies to the Joint Account.

9.9The Bank shall have no responsibility for any claim or loss arising from or relating to the signing arrangement selected by the Account Holders or the ownership, survivorship or tax consequences associated with it. The Account Holders should take their own legal and tax advice before opening a Joint Account.

9.10The Bank shall not be liable to any Account Holder for acting in accordance with the Mandate, or for any withdrawal or application of funds by another Account Holder, whether or not that Account Holder contributed the funds or was acting properly. Until the Bank has received a notice under Section 9.6 and has had a reasonable opportunity to act on it, the Bank may continue to act on any Instruction that complies with the Mandate notwithstanding that the Bank may be aware of a disagreement between the Account Holders, and the Bank shall have no liability to any Account Holder for giving effect to an Instruction of, or for preferring, one Account Holder over another in doing so.

10. DEPOSITS, CHEQUES AND COLLECTION OF INSTRUMENTS

10.1The Bank may accept deposits in cash, by cheque or other Instrument, by electronic transfer or in any other form approved by the Bank, and may refuse any deposit, in whole or in part, where required for operational, legal, regulatory, security, fraud prevention or risk management purposes, including any Instrument payable to a person other than the Account Holder, any cheque payable to a company or firm tendered for credit to a personal Account, any third-party or post-dated cheque and any cash deposit for which satisfactory information as to source of funds is not provided.

10.2All deposits are subject to counting, verification, validation and final settlement. The Bank's count and verification of any cash deposit, including any deposit made through a night depository, deposit bag, automated teller machine or other device, shall be conclusive and binding on you. Where a deposit is made at an automated teller machine or other electronic terminal, the Bank is responsible for the security of the deposit from the time the transaction is completed, subject to verification of the amount, and where the amount recorded by you differs from the amount received the Bank will notify you of the difference on the next Business Day and of the amount credited. Counterfeit, mutilated or invalid currency will be retained by the Bank and dealt with in accordance with Applicable Law and will not be credited to the Account, or, if already credited, will be debited.

10.3Any credit to an Account in respect of a cheque or other Instrument deposited for collection is provisional and is made subject to receipt by the Bank of final and irrevocable settlement. Such funds are Uncleared Funds and are not available for withdrawal, transfer or payment until the Bank has received settlement, and the Bank may decline to honour any Instruction that would draw against Uncleared Funds. Interest, if any, is payable only on Cleared Funds.

10.4The Bank may place a hold on any deposit or credit for such period as it considers reasonably necessary to verify authenticity, obtain settlement, satisfy Applicable Law, manage risk or comply with the rules of any Payment System, and shall not be liable for any loss arising during the period of a hold. The period of any hold may vary with the type, amount and origin of the Instrument and is available on request.

10.5If any cheque or other Instrument credited to an Account is dishonoured, returned unpaid, reversed, recalled, or is one in respect of which the Bank does not receive settlement or is required to make a refund (for whatever reason and whether before or after the Bank has notified you of payment or permitted you to draw against it), the Bank may debit the Account with the amount previously credited, together with the Bank's charges, any exchange difference and all costs incurred, whether or not this causes the Account to become overdrawn. You shall repay any resulting overdraft on demand with interest at the Bank's rate for unauthorised overdrafts. Dishonoured Instruments may be returned to you by ordinary mail, by image or electronically at your risk, or retained by the Bank.

10.6When the Bank collects an Instrument for you, the Bank acts only as your agent for collection, and assumes no responsibility for the genuineness, validity or regularity of the Instrument or of any signature or endorsement on it, for the loss, delay, mutilation or interception of the Instrument in transit, or for the acts or omissions of any correspondent, collecting or paying bank. The Bank may collect Instruments through such correspondents, Payment Systems and channels as it selects. By depositing or endorsing any Instrument you guarantee the genuineness of all prior endorsements and authorise the Bank to endorse the Instrument in your name.

10.7Instruments payable outside Guyana or in a foreign currency will be accepted for collection or negotiation at the Bank's discretion and subject to Applicable Law and the Bank's charges. Proceeds will be credited only after the Bank has received payment and after conversion at the Bank's rate and deduction of all charges, and remain subject to reversal if the Instrument is subsequently returned or the paying bank claims a refund, in some jurisdictions for a period of years after payment.

10.8Cheques may be drawn on an Account only on cheque forms supplied or approved by the Bank. You shall keep cheque books, blank Instruments and any signing device secure, reconcile the sequence of cheques issued, draw cheques carefully in permanent ink in a manner that does not facilitate fraud or alteration (including by completing all material fields, writing the amount in words and figures without leaving spaces, and not signing blank or incomplete cheques), and notify the Bank immediately of the loss, theft or unauthorised possession of any cheque or cheque book. The Bank may decline to pay any cheque that is not drawn on the Bank's form, that is post-dated, that is incomplete, mutilated, altered or bears an unauthenticated alteration, that bears a signature that in the Bank's opinion differs from the specimen held, or that is presented more than six (6) months after its date, and may return any such cheque unpaid, with a charge. The Bank shall not be liable for paying a post-dated cheque before its date where the post-dating is not noticed in the ordinary course of processing.

10.9Where the Bank issues a cheque book at your request, the Bank may deliver it by post, courier or otherwise at your risk and cost. All cheques and cards issued by the Bank remain the property of the Bank and shall be returned on demand.

10.10The Bank may present, collect, pay and return cheques and other Instruments by electronic image or data in accordance with the rules of any cheque clearing or truncation system in which the Bank participates, and any Instrument so presented shall be deemed to have been duly presented for payment. You waive any right to physical presentment and agree that an image of an Instrument, or a printed or electronic copy of that image, may be admitted in evidence as if it were the original. The Bank is not obliged to return original paid or dishonoured Instruments and may destroy originals in accordance with those rules.

10.11The Bank is not obliged to cash cheques for persons who are not its customers, and any encashment is a courtesy that the Bank may withdraw at any time. The Bank may require identification and may impose conditions on the encashment of any cheque.

10.12Stop payment and cancellation. The Bank may accept an Instruction to stop payment of a cheque or other Instrument, or to cancel, recall or reverse a wire transfer, standing order, pre-authorised debit or other Electronic Payment (each a "Stop Instruction"), subject to the following:

1. (a)a Stop Instruction must be given by an Authorised Signatory in writing (or, if the Bank agrees, by telephone or through an Electronic Banking Service), must identify the Account and the Instrument or payment precisely (including the cheque or reference number, date, amount, currency and payee or beneficiary), and is subject to the Bank's charge, which is payable whether or not the Stop Instruction is successful;
2. (b)the Bank is not obliged to act on a Stop Instruction that does not exactly match the Instrument or payment, and shall not be liable if an Instrument or payment is paid because the details supplied were incomplete or inaccurate;
3. (c)a Stop Instruction cannot be effected, and the Bank gives no assurance that it will be effective, where the Instrument has already been paid, certified, presented, cleared or settled, or where the Electronic Payment has already been processed, transmitted to a Payment System, correspondent or beneficiary bank, or credited to the beneficiary, before the Bank has had a reasonable opportunity to act on the Stop Instruction; the cancellation or recall of an Electronic Payment after transmission is subject to Sections 18.7 and 19.3 and to the consent of the beneficiary and the beneficiary's bank, and the Bank does not guarantee recovery;
4. (d)a Stop Instruction in respect of a cheque remains in effect for six (6) months unless renewed in writing or withdrawn; a Stop Instruction in respect of a standing order, pre-authorised debit or other pre-authorised electronic funds transfer must be received by the Bank not later than 12:00 noon on the Business Day preceding the scheduled date of the transfer, and shall then operate immediately; and a Stop Instruction in respect of any other scheduled or recurring Electronic Payment must be received not later than the end of the Business Day preceding the day agreed for debiting the funds;
5. (e)you shall indemnify the Bank against all loss, liability and expense arising from the Bank acting or attempting to act on a Stop Instruction, including any claim by a holder in due course, the beneficiary or any other bank, and all fees, charges and exchange losses incurred in any attempted cancellation or recall; and
6. (f)except as provided in Section B8.6 of Part B in respect of a failure to stop a pre-authorised electronic funds transfer when instructed in accordance with paragraph (d), the Bank shall have no liability to you if, for any reason, a Stop Instruction is received but is not actioned, is actioned late, or is actioned but the Instrument or payment is nonetheless paid or completed, and the Bank's sole obligation on receipt of a Stop Instruction is to use reasonable endeavours to give effect to it in accordance with its usual procedures. If the Bank, in its discretion, elects to reimburse you for an Instrument or payment made notwithstanding a Stop Instruction, any such reimbursement shall be reduced by any amount that you owed to the payee or beneficiary or otherwise received or benefited from in respect of it, you shall assist the Bank in recovering the payment, and you shall assign to the Bank your rights against the payee or beneficiary to the extent of the reimbursement.

10.13Deposits into an Account may be made by any person. The Bank may accept for credit to an Account any funds received for you and is not obliged to enquire into the source or purpose of any credit, but may do so and may decline, hold or return any credit under Section 25 or 26. The acceptance of a deposit from a person other than the Account Holder gives that person no interest in or authority over the Account, and does not oblige the Bank to disclose any information about the Account to that person. A deposit receipt, passbook entry or displayed balance does not confirm that cash has been verified, that an Instrument has been paid or that a credit is final.

10.14A copy of the Bank's statement of the terms on which it accepts Instruments for deposit and the applicable hold periods is available at any branch or on the Bank's website.

10.15Automated processing. You acknowledge that the Bank processes Instruments by automated means, including by image, and is under no duty to examine every Instrument presented for payment. The Bank shall be deemed to have exercised reasonable care and to have acted in the ordinary course of business and in accordance with reasonable commercial standards if it pays an Instrument in accordance with its automated procedures, which may involve the manual or mechanical examination of a sample of Instruments or of Instruments exceeding thresholds set by the Bank, and if it pays an Instrument that has been forged or altered so skilfully (including by the unauthorised use of a signature stamp, facsimile signature or electronic means) that the forgery or alteration could not have been detected by reasonable examination.

10.16Signature stamps and facsimile signatures. You shall not use any stamp, seal, facsimile signature or other mechanical or electronic device in drawing Instruments or giving Instructions unless the Bank has agreed in writing and you have lodged a specimen with the Bank. Where the Bank has so agreed, the Bank may honour any Instrument or Instruction bearing an impression that resembles the specimen, whether or not the device was used with your authority, and you bear the risk of its loss, theft or misuse. The Bank may in any event disregard the presence or absence of any stamp, seal or marking on an Instrument and treat the Instrument as validly drawn if it is signed in accordance with the Mandate.

11. WITHDRAWALS AND PAYMENTS

11.1You must ensure that there is a sufficient Available Balance, or an agreed and available credit facility, on an Account before you give an Instruction to withdraw or pay from it. The Bank may decline any Instruction that exceeds the Available Balance even if the ledger balance shown in a statement, passbook or Channel is higher. The Bank may decline any Instruction that would, if executed, overdraw the Account or exceed any agreed limit, and shall not be liable for dishonouring any Instrument or Instruction in those circumstances. A charge may be made for each Instrument or Instruction returned or declined for insufficient funds.

11.2Where the Bank receives on the same day several Instruments or Instructions that together exceed the available balance, the Bank may decide in its discretion which of them to pay and in what order, and may pay some and dishonour others. The Bank may pay Instruments and Instructions in any order it chooses irrespective of the order in which they are received or dated.

11.3Any payment or credit to an Account may be applied by the Bank to any debit or liability on the Account in such order as the Bank considers fit, and any presumption to the contrary, is excluded.

11.4The Bank may require notice of withdrawal from a savings, foreign currency or other Account of such period, not exceeding thirty (30) days, as the Bank may prescribe from time to time, and may require the production of a passbook or such identification as it considers appropriate before permitting a withdrawal.

11.5Where the Bank issues a passbook, the passbook is for convenience only and the Bank's records shall prevail over any entry in the passbook. You shall examine the passbook each time it is updated and report any discrepancy immediately. The loss or theft of a passbook must be reported to the Bank without delay.

11.6Cash withdrawals in foreign currency, and withdrawals above such amounts as the Bank may specify from time to time, may require advance notice and are subject to availability, applicable currency exchange rates, and to Applicable Law.

11.7The Bank may debit any Account with the amount of any Instrument drawn, made or accepted by you and presented to the Bank, whether at the branch where the Account is kept or at any other branch or through any Payment System, and with the amount of any withdrawal, transfer or payment made in accordance with the Mandate or Part B.

12. OVERDRAFTS AND UNAUTHORISED OVERDRAFTS

12.1The Bank is not obliged to permit any Account to become overdrawn, or to permit an agreed overdraft limit to be exceeded. Any Instruction that would, if executed, overdraw the Account or exceed an agreed limit shall be treated as a request for a temporary overdraft or excess, which the Bank may grant or refuse in its discretion. If the Bank honours the Instruction, that shall not oblige the Bank to honour any subsequent Instruction on the same basis.

12.2Every overdraft, whether agreed or unauthorised, is repayable on demand. You shall repay the amount by which an Account is overdrawn, together with interest and charges, immediately upon demand by the Bank, and the Bank may debit any other Account of yours with such amount under Section 20.

12.3Interest on any overdrawn balance shall accrue daily at the rate set out in the Fees Schedule or otherwise agreed in writing, calculated on daily balances, compounded with monthly rests and debited to the Account monthly. A higher rate and additional charges, as set out in the Fees Schedule, apply to unauthorised overdrafts and to any excess over an agreed limit. Interest at the applicable rate shall continue to accrue before and after demand, termination of the Agreement and judgment until the overdrawn balance is repaid in full.

12.4The Bank may at any time, by notice to you, reduce or cancel any overdraft facility or limit and demand immediate repayment of the outstanding balance, unless the Bank has agreed otherwise in writing. The terms of any overdraft facility agreed in writing shall prevail over this Section to the extent of any inconsistency.

13. STATEMENTS, VERIFICATION AND CONCLUSIVE EVIDENCE

13.1The Bank will make statements of account available to you at such intervals as the Bank determines or as agreed for the type of Account (and at least monthly for any Account that may be accessed by means of an electronic funds transfer service, as required by the EFT Regulations), by mail to the address recorded with the Bank, by electronic delivery, through an Electronic Banking Service, or by holding the statement for collection at the branch, as the Bank may determine. Where you have enrolled for an Electronic Banking Service, or have agreed to receive statements electronically, the Bank may cease to provide paper statements. Statements are not provided for Accounts for which a passbook is issued, unless the Bank agrees otherwise.

13.2A statement sent by mail shall be deemed to have been received by you on the seventh (7th) day after posting; a statement sent by e-mail or made available through an Electronic Banking Service shall be deemed to have been received on the Business Day on which it is sent or made available; and a statement held for collection shall be deemed to have been received on the tenth (10th) day after the end of the period to which it relates, whether or not you collect it. If you do not receive a statement within ten (10) days after the date on which you would ordinarily expect it, you shall notify the Bank and obtain a copy. Failure to receive, collect or access a statement does not suspend your obligations under this Section 13, and if no statement is provided for an Account you shall inspect the Account through a Channel or at a branch at least once every thirty (30) days and report any discrepancy within thirty (30) days after the transaction is first shown.

13.3If statements sent to you are returned undelivered on two or more occasions, the Bank may cease sending statements to that address, and all statements shall thereafter be treated as held for collection by you under Section 13.2.

13.4You shall examine each statement, and each confirmation, advice, receipt, passbook entry and returned or imaged Instrument, promptly on receipt and shall verify the correctness of every entry and balance, including the regularity and validity of every Instrument and the absence of any unauthorised, forged, altered or erroneous entry. You are responsible for maintaining such systems, procedures and controls as are appropriate for your business or affairs to prevent and detect fraud, forgery and error in relation to your Accounts.

13.5You shall notify the Bank in writing of any error, omission, irregularity, unauthorised transaction, forgery, alteration, or debit wrongly made in a statement, whether caused by the negligence, fraud or forgery of any person (including the forgery of a drawer's signature or an endorsement), within thirty (30) days after the date on which the statement is deemed to have been received under Section 13.2 (the "Verification Period"). Where a shorter period for disputing a transaction applies under any Product Terms or the rules of a Payment System or card scheme, that shorter period applies to that transaction.

13.6Upon expiry of the Verification Period, and except in respect of any matter notified in writing within it, the statement shall be conclusive evidence against you, without further proof, that:

1. (a)the balance shown in the statement is correct;
2. (b)the statement contains all credits that should be contained in it and no debits that should not be contained in it;
3. (c)all Instruments and Instructions paid or executed from the Account are genuine, duly authorised, properly signed and free from forgery or alteration;
4. (d)all amounts charged to the Account, including interest, fees and charges, are properly chargeable to you, whether or not the statement discloses how they were calculated; and
5. (e)you are not entitled to be credited with any amount that is not shown in the statement,

and you shall have no claim against the Bank, and release the Bank, its directors, officers, employees and agents from all claims (including claims in negligence or for breach of contract or mandate), in respect of any entry or transaction shown in or omitted from the statement, save only for a claim in respect of the Bank's own fraud, wilful misconduct or gross negligence, in which case the Bank's liability shall be limited in accordance with Section 32.

13.7Section 13.6 does not apply to any amount mistakenly or improperly credited to the Account, which the Bank may reverse at any time under Section 14, and does not prevent the Bank from correcting any error in your favour or its own.

13.8You acknowledge that it is essential to the Bank's business, and to the allocation of risk between you and the Bank, that the examination and verification of statements be carried out by you within the Verification Period, that the Bank relies on this obligation in operating your Accounts, and that the Bank's liability for any forged, unauthorised or altered Instrument or Instruction not notified within the Verification Period is excluded accordingly.

13.9Forged, unauthorised and altered Instruments. You bear the entire risk of, and the Bank shall have no liability whatsoever to you for, any loss arising from the payment, collection, negotiation or return of any Instrument that bears a forged or unauthorised Signature or endorsement, that has been altered, or that was drawn or issued without your authority, whether or not the forgery, absence of authority or alteration could have been detected by the Bank, whether or not you took any precaution to prevent it, and whether or not you notified the Bank of it, and the Bank may debit your Account with the amount of any such Instrument and all related charges. You acknowledge and agree that you, and not the Bank, are in the best position to prevent and detect the forgery, misuse and alteration of Instruments drawn on your Accounts, that this allocation of risk is a fundamental term of the Agreement on which the Bank relies in agreeing to operate your Accounts, and that it displaces any rule of law or presumption (including under section 24 of the Bills of Exchange Act) that would otherwise prevent the Bank from debiting your Account with, or make the Bank liable for, such an Instrument. The Bank has no duty to compare the signature on any Instrument with the specimen held beyond its automated procedures under Section 10.15. This Section 13.9 does not apply where the Bank paid the Instrument with actual knowledge that the Signature was forged or unauthorised, and applies to a Personal Customer to the extent permitted by Applicable Law.

13.10The books, records, ledgers, images, recordings and electronic data of the Bank, and any certificate signed by an officer of the Bank as to the amount owing on any Account or the terms of any transaction, shall be conclusive evidence of the matters stated, in the absence of manifest error, in any proceedings between you and the Bank. You agree not to dispute the admissibility in evidence of the Bank's electronic records on the ground only that they are in electronic form. Where a transaction made through an automated teller machine, point-of-sale device, card or Electronic Banking Service is disputed, the fact, date, time and amount of the transaction as verified by two officers of the Bank from the Bank's electronic records and logs shall be conclusive and binding on you, save for manifest error.

14. ERRORS, MISTAKEN CREDITS AND REVERSALS

14.1If any amount is credited to an Account in error, whether by the Bank or by any other person, or in excess of the amount properly payable, or in circumstances where the Bank does not receive settlement, or as a result of fraud or a transaction that is subsequently reversed, recalled or found to be unauthorised, the Bank may, without prior notice and without your consent, debit the Account with the amount so credited (together with any interest paid on it and any related costs) and make such corrective entries as it considers necessary, whether or not this causes the Account to become overdrawn.

14.2You shall hold any amount credited to an Account in error on trust for the Bank, shall notify the Bank immediately on becoming aware of it, shall not withdraw, transfer or deal with it, and shall repay it on demand together with the Bank's costs of recovery. The Bank may place a hold on the Account pending recovery.

14.3If you make an error in an Instruction, including an error in the name, account number, unique identifier or other details of a beneficiary, the Bank is not liable for any loss that results. The Bank may, at your request and cost, use reasonable endeavours to recover funds paid in error, but does not guarantee recovery, and you shall indemnify the Bank against all costs and claims arising from any such attempt.

14.4The Bank may correct any error in the recording of an entry on an Account, and may reverse or adjust the entry, without notice, and shall not be liable for any loss arising from the error or its correction provided that the Bank corrects the error within a reasonable time after becoming aware of it.

14.5Notwithstanding any other provision, the Bank may reverse any provisional credit and any interest paid on it, and shall not be liable for any Instrument or Instruction dishonoured as a result.

14.6Withdrawal of mistaken credits. If all or any part of an amount credited to an Account in error, or otherwise in the circumstances described in Section 14.1, has been withdrawn, transferred or otherwise applied by you or on your Instructions (whether or not you were aware of the error at the time), then, without prejudice to any other right or remedy of the Bank:

1. (a)you acknowledge that you had, and have, no entitlement to the amount so credited, that its withdrawal was not authorised by the Bank, and that you may not retain it or rely on any change of position or expenditure of the funds as a defence to its recovery;
2. (b)the Bank may debit the Account with the full amount so withdrawn, and any resulting debit balance shall constitute an unauthorised overdraft repayable on demand and bearing interest at the Bank's rate for unauthorised overdrafts from the date of withdrawal until repayment, together with the Bank's charges and its costs of recovery (including legal costs on a full indemnity basis);
3. (c)the amount so withdrawn shall be a Liability for the purposes of Section 20, and the Bank may recover it by set-off or combination against any Credit Balance of yours, or of any Connected Person, and by exercising its lien and any other security;
4. (d)you shall, immediately upon becoming aware of the error or upon demand by the Bank, repay the amount to the Bank, provide the Bank with a full account of the application of the funds and the identity of any person to whom they were paid, and do all things necessary to assist the Bank in tracing and recovering them, and you hold any funds, property or proceeds representing the amount, in whatever form and in whose ever hands, on trust for the Bank;
5. (e)the Bank may suspend or close any Account of yours under Sections 26 and 28, may cancel any card or Service, and may report the matter to the police and to any regulatory authority, and you acknowledge that the dishonest withdrawal or retention of a credit received in error may constitute a criminal offence under Applicable Law; and
6. (f)where the credit originated from another person or financial institution, the Bank may, without your consent and without liability to you, return the amount to the sender or comply with a recall request under the rules of the relevant Payment System, and you shall have no claim against the Bank in respect of any such return.

15. INTEREST, FEES AND CHARGES

15.1You shall pay the Bank's interest, fees, charges and commissions for the Accounts, Term Deposits and Services provided to you at the rates set out in the Fees Schedule or otherwise agreed in writing, together with all taxes, duties and third-party charges. The Fees Schedule is available at the Bank's branches and on the Bank's website and forms part of the Agreement.

15.2The Bank may debit any Account with any interest, fees, charges, commissions, taxes and other amounts payable by you, when due, without prior notice, whether or not this causes the Account to become overdrawn.

15.3Interest on credit balances, where payable, shall accrue at the rate and be calculated and credited in the manner set out in the Fees Schedule or the applicable Product Terms. The Bank may decline to pay interest, or may impose a charge, on any Account whose balance falls below the minimum balance prescribed for it. Interest paid on any Account is subject to any withholding or other tax required by Applicable Law, which the Bank may deduct, and the Bank is not required to increase any payment to compensate for any such deduction unless expressly agreed in writing. No interest accrues on any amount during any period in which it is subject to a hold, reservation or legal process, or on Uncleared Funds, unless the Product Terms provide otherwise.

15.4The Bank may vary any interest rate, fee, charge or commission, and introduce new fees or charges, at any time in accordance with Section 34. Changes in interest rates may take effect immediately where the rate is linked to a published reference rate or where the change is more favourable to you.

15.5Where you make a payment to the Bank and amounts are owing under more than one Account or facility, the Bank may apply the payment first to fees and charges, then to interest, then to principal, or in such other order as the Bank considers fit, subject to any Applicable Law and any Product Terms.

15.6Calculation of interest and charges conclusive. Unless otherwise agreed in writing or provided in the applicable Product Terms:

1. (a)interest on any Account, overdraft, loan or other facility shall accrue from day to day, shall be calculated on the daily closing balance on the basis of a year of three hundred and sixty-five (365) days (or such other day-count basis as the Bank applies to the relevant currency or product), shall be compounded and capitalised with monthly rests (or at such other rests as the Bank applies to the product), and shall be debited or credited at the intervals determined by the Bank;
2. (b)the rate of interest applicable at any time shall be the rate published or notified by the Bank for the relevant Account or facility, and where a rate is expressed by reference to a base, prime or reference rate, the Bank's determination of that rate on any day shall be conclusive;
3. (c)the Bank's calculation of the amount of interest, fees, charges and commissions accrued, debited or credited on any Account or facility, and the rate, period, balance, day-count basis, method of compounding and dates applied by the Bank in making that calculation, as shown in the Bank's records, shall be conclusive and binding on you in the absence of manifest error, and a certificate signed by an officer of the Bank stating the amount of interest, fees or charges due, or the rate or method applied, shall be conclusive evidence of the matters stated in it save for manifest error;
4. (d)any dispute as to the calculation of interest, fees or charges shown in a statement, advice or certificate must be notified to the Bank in writing within the Verification Period, failing which Section 13.6 applies and the calculation shall be treated as accepted by you; and
5. (e)you acknowledge that a statement or advice may not disclose the method by which interest, fees or charges have been calculated, that the Bank will on written request provide a statement of the rate and method applied, and that the omission of the method from a statement does not affect the conclusiveness of the calculation.

16. TERM DEPOSITS

16.1You may apply for a Term Deposit in the manner and form prescribed by the Bank. Every application is subject to the Bank's approval and to receipt of the applicable minimum amount in Cleared Funds. A Term Deposit shall not be established until the Bank has received final and irrevocable Cleared Funds for the full amount.

16.2You shall provide the Bank with all information required to establish the Term Deposit, including the amount, the term, the source of funds and your instructions as to the application of principal and interest at maturity ("Maturity Instructions").

16.3On establishing a Term Deposit the Bank may issue a Term Deposit certificate, confirmation advice or electronic confirmation. Any certificate is issued for your convenience only, is not a negotiable instrument and may not be assigned, transferred or charged without the Bank's written consent. The Bank may require production of the certificate, or a satisfactory indemnity if it has been lost or destroyed, before acting on any Instruction relating to the Term Deposit. The loss or theft of a certificate must be reported to the Bank immediately.

16.4The Bank's records shall be conclusive evidence of the existence, amount, term, interest rate and other terms of a Term Deposit, and Section 13 applies to every confirmation and maturity advice as if it were a statement.

16.5Interest on a Term Deposit accrues at the rate agreed at placement (or on renewal) for the term of the deposit only, is calculated on the basis stated in the confirmation and is payable at maturity or at such other intervals as are agreed. No interest accrues after maturity except on renewal.

16.6Unless the Bank has received Maturity Instructions in writing, in a form acceptable to it, not less than two (2) Business Days before the maturity date, the Term Deposit (together with accrued interest, unless you have instructed that interest be paid out) shall be automatically renewed at maturity for a further term equal to the original term at the Bank's prevailing rate for deposits of that amount and term on the date of renewal, and these Terms shall apply to the renewed deposit. If the Bank no longer offers a deposit of that term, the Bank may renew for the nearest available term or pay the proceeds into your Account or hold them in a non-interest bearing account pending your Instructions. Where the maturity date is not a Business Day, the Term Deposit shall mature on the next Business Day.

16.7A Term Deposit is placed for a fixed term and you have no right to withdraw all or part of it before maturity. The Bank may, in its discretion and subject to such conditions as it may impose, permit a premature withdrawal, in which case the Bank may pay no interest, or reduced interest at such rate as the Bank determines, for the period the deposit has remained with the Bank, may deduct a premature withdrawal charge as set out in the Fees Schedule, and may recover any interest already paid or credited in excess of the amount so determined, including by deduction from the principal.

16.8The Bank may, without prejudice to Section 20, decline to release the proceeds of a Term Deposit that has been charged, pledged or assigned to the Bank as security, or that is subject to a hold, legal process or dispute, until the relevant obligation, hold, process or dispute has been discharged or resolved.

16.9Where a Term Deposit is held by more than one person, Section 9 applies to it, and the signing arrangement stated in the confirmation shall govern who may give Instructions in relation to it.

17. CARDS, PINS AND AUTOMATED TELLER MACHINES

17.1Any debit, credit, prepaid or other card issued by the Bank (a "Card") is governed by the Product Terms applicable to that Card, which shall prevail over these Terms to the extent of any inconsistency, by this Section 17 and by Part B. The Card remains the property of the Bank, shall be used only by the person to whom it is issued (the "Cardholder"), shall be signed by the Cardholder immediately on receipt where a signature panel is provided, and shall be returned to the Bank on demand. The Bank may cancel, suspend, decline to renew or replace any Card, and may retain any Card presented at any branch, automated teller machine or merchant, at any time without notice.

17.2Personal identification numbers and Card security. The Bank may issue, or permit the Cardholder to select, a personal identification number ("PIN") and other Security Credentials for use with a Card. The Cardholder shall:

1. (a)memorise the PIN, destroy any PIN advice, never write the PIN on the Card or keep a record of it with or near the Card or on any device, never disclose the PIN to any person (including any family member, employee or person purporting to be an officer of the Bank or the police), and not select a PIN that is easily guessed (such as a date of birth or sequential numbers);
2. (b)keep the Card under his or her personal control at all times, shield the keypad when entering the PIN, inspect automated teller machines and point-of-sale devices for signs of tampering, take the Card and any receipt after each transaction, and not hand the Card to any other person or allow the Card to be taken out of sight in any merchant establishment;
3. (c)not use the Card after its expiry, cancellation or suspension or after the closure of the Account, and destroy any expired or cancelled Card; and
4. (d)notify the Bank immediately in accordance with Section 29 if the Card is lost, stolen, retained by a machine, copied or compromised, or if the PIN or any Security Credential has been or may have been disclosed, and confirm in writing within twenty-four (24) hours.

17.3Authorisation of Card transactions. You acknowledge and agree that:

1. (a)the use of a Card together with the PIN, a signature, a contactless tap, a one-time passcode or other Security Credential, or the use of the Card number, expiry date and security code for a mail, telephone, internet or in-application transaction, constitutes your Instruction and authority to the Bank to debit the Account with the amount of the transaction and any related fees, and the PIN or other Security Credential is the equivalent of your Signature for that purpose;
2. (b)the Bank is entitled to treat every transaction effected with a Card, or with the Card number, PIN or other Card details, as authorised by you and to debit the Account accordingly, and the Bank has no duty to verify the identity of the person using the Card or Card details, to monitor the pattern of Card transactions or to detect fraudulent use, subject only to Section B8 of Part B in the case of an Unauthorised Transfer as there defined;
3. (c)liability for the fraudulent, unauthorised or improper use of a Card, Card number, PIN or other Card details by any person (whether by theft, loss, copying, skimming, cloning, counterfeiting, phishing, social engineering, mail, telephone or internet fraud, merchant fraud or otherwise) is allocated in accordance with Section B8 of Part B, which gives effect to the EFT Regulations: you are liable in full for every transaction that is an authorised transaction under Section B8.1 (including every transaction by a person to whom you provided the Card or PIN and every transaction you were deceived into authorising), and for the actual loss from any Unauthorised Transfer to which you contributed by delay in notification, disclosure of the PIN or failure to take reasonable care (subject to the limits in Section B8.2), and the Bank has no liability to you in any of those cases; the Bank is liable only for an Unauthorised Transfer in the circumstances described in Section B8.3;
4. (d)the Bank cannot stop a Card transaction once it has been authorised, and Section 10.12 does not apply to Card transactions; a dispute about a Card transaction must be raised with the Bank within the Verification Period and will be dealt with, if at all, under the chargeback rules of the relevant card scheme, which the Bank does not control and which may not permit recovery;
5. (e)the Bank may impose daily, per-transaction and other limits on Card transactions and cash withdrawals, may vary them without notice, and may decline any transaction that exceeds a limit, would overdraw the Account, or fails the Bank's or the card scheme's fraud or security checks;
6. (f)the Bank is not responsible for any goods or services purchased with a Card, for the refusal of any merchant, automated teller machine or terminal to accept the Card, for any malfunction, retention of the Card or failure to dispense cash, or for any loss, injury or theft suffered while using an automated teller machine, and any dispute with a merchant shall be settled by you directly with the merchant and does not entitle you to withhold payment or to require the Bank to reverse the transaction;
7. (g)transactions in a currency other than that of the Account will be converted at the rate determined by the card scheme or the Bank on the date of processing, which may differ from the date of the transaction, plus any foreign transaction fee in the Fees Schedule, and you bear the exchange risk; and
8. (h)transactions made with a Card, or at an automated teller machine or point-of-sale device, are subject to the rules of the relevant card scheme and network and to the Bank's records, which shall be conclusive under Section 13.10.

17.4A card authorisation may reduce the Available Balance before the transaction is finally posted, and the final amount posted may differ from the amount authorised (for example for gratuities, currency conversion, recurring charges or completion transactions). The Bank may maintain a hold for the authorised amount until the transaction is completed or cancelled or the authorisation expires under the rules of the card scheme. If a card transaction is disputed, the Bank may, but is not obliged to, credit the Account provisionally pending the outcome of the dispute under the rules of the card scheme, and may reverse that credit if the dispute is resolved against you; a provisional credit is not an admission of liability.

18. FOREIGN CURRENCY, WIRE TRANSFERS AND CORRESPONDENT BANKS

18.1Where a transaction involves a currency other than that of the Account, you authorise the Bank to convert the relevant funds at the Bank's rate of exchange prevailing at the time the Bank processes the transaction, and the Bank's determination of that rate shall be conclusive and binding on you. The Bank's rates may differ from published indicative rates and may include a margin. You bear all risk of exchange rate movements between the time of an Instruction and the time of its execution, reversal or return.

18.2Foreign currency Accounts and transactions are subject to Applicable Law relating to foreign exchange, to any requirement of the Bank of Guyana and to the availability of the relevant currency. The Bank may require additional information, documentation or approvals before executing any foreign currency transaction, and may pay any amount due on a foreign currency Account in Guyana dollars converted at the Bank's rate where the foreign currency is not freely available. Deposits in foreign currency Accounts may not be covered by any deposit insurance scheme.

18.3The Bank shall not be liable for any loss arising from restrictions on the availability, transferability or convertibility of any currency, or from any act of any government, central bank or authority affecting a currency or the Bank's ability to deal in it.

18.4The Bank may execute inward and outward wire transfers and other international payments through SWIFT or any other Payment System, and directly or through such correspondent, intermediary and beneficiary banks and other third parties as the Bank may select or as are selected by another bank. Every such transfer is subject to the rules of the relevant Payment System, to the terms, cut-off times, charges and practices of every correspondent, intermediary and beneficiary bank, and to the laws (including anti-money laundering, sanctions and foreign exchange laws) of every country through which the payment passes.

18.5An Instruction for an outward transfer will be treated as received only when the Bank has received all information, documents and approvals it requires and the funds and charges are available in Cleared Funds. The Bank gives no assurance as to the time within which funds will be received by the beneficiary, which depends on the correspondent, intermediary and beneficiary banks and is outside the Bank's control.

18.6Where an Instruction identifies a beneficiary or a bank by name and by account number, IBAN, SWIFT code or other unique identifier, the Bank and every other bank in the payment chain may execute the payment on the basis of the unique identifier alone, and the payment shall be deemed to have been correctly executed if made in accordance with the unique identifier, even if the name does not correspond. You are responsible for the accuracy of every detail of a payment Instruction.

18.7Once the Bank has transmitted a payment Instruction, it may not be possible to cancel, recall or amend it. The Bank may, at its discretion and at your request and cost, attempt to cancel, recall or amend a payment, but assumes no obligation to do so and does not guarantee success, and a recall is subject to the consent of the beneficiary and the beneficiary's bank. Fees and charges are payable whether or not the attempt is successful, and any funds returned will be credited at the Bank's buying rate on the date of return, net of all charges.

18.8Correspondent, intermediary and beneficiary banks may deduct their own charges from the amount transferred, may delay, hold, reject or return a payment for compliance or other reasons, may process payments in any order they select, and may be required by their own laws to disclose or freeze funds. The Bank is not liable for, and you release the Bank and its correspondents and agents from, the consequences of any delay, irregularity, error, omission, misinterpretation, rejection, return, freezing or loss arising from the acts or omissions of any correspondent, intermediary or beneficiary bank or other third party, or from their failure to identify the beneficiary or their retention of funds pending confirmation of identity or Instructions, or from exchange rate fluctuations. Instructions for the payment or transmission of remittances are given at your risk and cost.

18.9Funds received by the Bank for your credit by inward transfer may be held, and will not be credited to the Account, until the Bank has received all information and documents it requires as to the remitter, the beneficiary and the purpose of the payment and has completed its compliance checks. The Bank may return funds to the remitter, at your expense and without liability, where such information is not provided or where the Bank is not satisfied with it, and may deduct its charges before crediting any inward payment.

18.10You shall provide such information about the purpose of any international transfer as the Bank or any correspondent bank may require, and you consent to the transmission of information about you, the transfer and the beneficiary to correspondent, intermediary and beneficiary banks and to the authorities of any country through which the payment passes.

19. ELECTRONIC PAYMENTS, CUT-OFF TIMES AND PAYMENT SYSTEM RULES

19.1The Bank provides payment services subject to the National Payments System Act 2018, the regulations, directives and rules of the Bank of Guyana made under it and the Supervision Guidelines of the Bank of Guyana. Every Electronic Payment and every transaction submitted for processing through any Payment System is subject to the rules, procedures, operating requirements, limits, fees, cut-off times and settlement cycles of the relevant Payment System and of any other bank or third party through which it is processed, as amended from time to time, and you agree to be bound by those rules to the extent they apply to you.

19.2The Bank will execute an Electronic Payment originated by you as soon as practicable after receipt, having checked the availability of funds, and in any event within the maximum execution time prescribed by the EFT Regulations (currently three (3) Business Days), unless you have instructed a later date or the Bank has reasonable grounds for believing that the Instruction is illegal, fraudulent or suspicious or the payment is barred by any lawful authority. An Instruction received after the Cut-off Time for the relevant Service, or on a day that is not a Business Day, will be treated as received on the next Business Day. The Bank's Cut-off Times are published on the Bank's website or through the Electronic Banking Services and may be varied without notice. The Bank may treat an Instruction as received only when it has been authenticated and all information required to process it has been provided.

19.3An Electronic Payment is final and irrevocable as against you once the Bank has begun to process it or has transmitted it to a Payment System, whichever is earlier, and the Bank shall not be obliged to, and may be unable to, stop, recall, reverse or amend it. Any recall of a completed payment is subject to the consent of the beneficiary and the beneficiary's bank and to Section 18.7.

19.4The Bank may impose, and vary without notice, limits on the number, amount, frequency, currency, destination and type of Electronic Payments that may be made from an Account or through any Service, and may decline any payment that would exceed a limit or that is directed to a payee, country or category of transaction that the Bank has restricted.

19.5The Bank is responsible only for transmitting an Electronic Payment in accordance with your Instruction. The Bank is not responsible for the acts or omissions of the beneficiary, the beneficiary's bank, any Payment System or any other third party, for the time at which the beneficiary is credited, or for any dispute between you and the beneficiary as to the underlying transaction, which you shall settle directly with the beneficiary.

19.6A credit received by the Bank for your Account through a Payment System is subject to the rules of that system and to the Bank's compliance checks, and may be reversed if the sending bank or Payment System recalls it or if it is subsequently found to have been made without the authority of the payer or as a result of fraud or error. Section 14 applies to any such reversal.

20. SET-OFF, COMBINATION OF ACCOUNTS, LIEN AND RESTRICTION OF FUNDS

20.1In this Section 20:

1. (a)"Liabilities" means all sums, obligations and liabilities of any kind that are now or at any time hereafter due, owing or incurred by you to the Bank, whether actual or contingent, present or future, matured or unmatured, liquidated or unliquidated, whether owed alone or jointly with any other person, whether as principal debtor, borrower, guarantor, surety, indemnifier or otherwise, and whether or not they arise from or relate to the Account from which funds are applied, and includes all sums owing under or in connection with any overdraft, loan, term loan, revolving facility, mortgage, debenture, charge, hypothecation, guarantee, indemnity, credit card, letter of credit, bond, bill, acceptance, foreign exchange or treasury transaction, lease or hire-purchase agreement, and all interest, commission, fees, charges, costs and expenses (including legal costs on a full indemnity basis) relating to any of them;
2. (b)"Connected Person" means, in relation to a Customer, any other person who is also a customer of the Bank and who (i) is a subsidiary, holding company or affiliate of the Customer, (ii) is a company, partnership or other body in which the Customer, or any director, partner, shareholder, beneficial owner or principal of the Customer, holds a controlling interest or of which such a person is a director, partner or principal, (iii) is a director, partner, shareholder, beneficial owner or principal of the Customer, or (iv) shares with the Customer, directly or indirectly, common ownership or common management or control, in each case as determined by the Bank from its records acting reasonably; and
3. (c)"Credit Balance" means any credit balance on any Account of yours (of whatever type, in any currency, at any branch, whether held alone or jointly with any other person, and whether or not a Term Deposit has matured or any notice period has expired) and any other money, Instrument, security or property held by the Bank for you or to your order.

20.2In addition to any right of set-off, combination, consolidation or lien conferred by law, the Bank may at any time and from time to time, without prior notice or demand, and whether or not any of the Liabilities has been demanded, set off, combine, consolidate or merge all or any of your Accounts and apply all or any Credit Balance in or towards satisfaction of all or any of the Liabilities, in such order and manner as the Bank sees fit, notwithstanding that the Liabilities and the Credit Balance may not be expressed in the same currency, may be held at different branches, may arise under different agreements or facilities, or may be wholly unrelated to the Account from which the Credit Balance is applied. Where any Liability is contingent or unliquidated, the Bank may retain and refuse to release an amount of the Credit Balance equal to the Bank's reasonable estimate of the Liability until it is ascertained, and may then apply it.

20.3For the purposes of Section 20.2 the Bank may, without liability for any loss of interest, penalty or other consequence, break, terminate or treat as matured any Term Deposit or notice account before its maturity date or before the expiry of any notice period, may convert any Credit Balance into the currency of the relevant Liability at the Bank's prevailing rate of exchange, and may transfer funds between Accounts and branches. You irrevocably authorise the Bank to make all such debits, transfers, conversions and entries, and appoint the Bank and each of its officers as your attorney to execute any document and do any act required to give effect to this Section 20.

20.4Where you hold a Joint Account, the Bank may exercise its rights under this Section 20 against the Credit Balance of the Joint Account in respect of the Liabilities of any one or more of the Account Holders (whether owed alone or jointly), and against the Credit Balance of any Account in the sole name of an Account Holder in respect of the Liabilities arising on the Joint Account. Each Account Holder of a Joint Account consents to this and waives any claim against the Bank arising from it.

20.5Connected Persons. In consideration of the Bank opening and maintaining your Accounts and providing Services to you, you agree that:

1. (a)the Bank may apply any Credit Balance of yours in or towards satisfaction of the Liabilities of any Connected Person of yours, and may apply any credit balance of any Connected Person in or towards satisfaction of your Liabilities, in each case in the same manner and to the same extent as if the Liabilities concerned were your own or the Connected Person's own (as the case may be);
2. (b)this Section 20.5 constitutes a continuing security given by you to the Bank over your Credit Balances for the Liabilities of each Connected Person, and a continuing authority to the Bank to apply them, which shall not be discharged by any intermediate payment, settlement of account or change in the constitution of you or any Connected Person, and shall be in addition to and not in substitution for any guarantee, charge or other security given by you or any Connected Person;
3. (c)if you are a company or other body corporate, you represent and warrant that your entry into this Section 20.5 has been duly authorised by resolution of your board of directors or governing body, that it is for your corporate benefit, and that it does not contravene your constitutional documents or Applicable Law, and you shall provide the Bank with such resolution, cross-guarantee, set-off agreement or other document as the Bank may request to confirm or perfect the Bank's rights; and
4. (d)the Bank may, before exercising its rights under this Section 20.5, suspend withdrawals from your Accounts to the extent of the Liabilities of the Connected Person, pending confirmation of the Liabilities.

20.6Accounts held in a fiduciary capacity. Nothing in this Section 20 entitles the Bank to apply the credit balance of an Account that the Bank knows is held by you as trustee, agent, nominee, attorney or in any other fiduciary or representative capacity for another person, or the credit balance of an Account of another person on which you are merely an Authorised Signatory, in or towards satisfaction of your own Liabilities, or to apply your own Credit Balance in satisfaction of a liability incurred by you solely in such a fiduciary capacity; but the Bank is not obliged to enquire whether any Account is so held and, unless you have notified the Bank in writing that an Account is held in such a capacity and the Bank has acknowledged that notice, the Bank may treat every Account in your name as beneficially owned by you.

20.7Flawed asset. Your right to withdraw or otherwise deal with any Credit Balance is conditional upon no Liability being then due and unpaid, and the Bank may refuse to pay any Instrument or execute any Instruction that, if paid or executed, would reduce the Credit Balance below the amount of the Liabilities then due, contingent or estimated by the Bank. The Bank may also refuse to permit any withdrawal from, or the closure of, an Account of yours or of a Connected Person while any Liability remains outstanding.

20.8The Bank has a general lien over all Instruments, securities, deeds, documents and other property of yours held by the Bank, other than property delivered to the Bank for a specific purpose inconsistent with a lien, as security for all Liabilities, and may retain, realise and apply the proceeds of any such property in or towards satisfaction of the Liabilities. Nothing in the Agreement shall be treated as an implied agreement restricting or negating any lien, charge, pledge, right of set-off or other right of the Bank, and the Bank's rights under this Section 20 are in addition to, and shall not be prejudiced by, any mortgage, debenture, guarantee or other security held by the Bank for any Liability, which the Bank may enforce in any order.

20.9Without limiting any other right of the Bank, you irrevocably authorise the Bank, at its discretion, to designate, reserve, restrict, hold or block such amount in any of your Accounts as the Bank may determine for the purpose of securing or satisfying any Liability, actual or contingent, and you agree that:

1. (a)any amount so reserved or blocked shall not be available for withdrawal, transfer, payment or other disposition by you without the Bank's prior written consent, and the Bank may decline any Instruction that would reduce the Account below the reserved amount;
2. (b)if at any time the balance of the Account falls below the amount reserved, you shall immediately deposit sufficient Cleared Funds to restore the shortfall; and
3. (c)the Bank may apply any reserved or blocked amount in satisfaction of any Liability, including any loss, liability, cost or expense incurred by the Bank in connection with your relationship with the Bank.

20.10The Bank's rights under this Section 20 continue notwithstanding the death, incapacity, bankruptcy, insolvency, liquidation, receivership or dissolution of the Customer, any Account Holder or any Connected Person, any demand, the closure of any Account or the termination of the Agreement, and are exercisable before and after judgment. The Bank shall notify you of any set-off or combination within a reasonable time after effecting it, but failure to do so shall not affect its validity, and the Bank shall not be liable for dishonouring any Instrument or Instruction, or for any loss, as a result of exercising its rights under this Section 20.

21. INACTIVE, DORMANT AND UNCLAIMED ACCOUNTS

21.1An Account on which no Customer-initiated transaction (excluding the crediting of interest and the debiting of fees) has taken place for such continuous period as the Bank may prescribe from time to time (currently twenty-four(24) months for chequing Accounts and twenty-four (24) months for savings Accounts, or such other period as Applicable Law or the Bank may specify) may be classified by the Bank as inactive or dormant. The Bank may notify you of the classification at your last recorded address, but is not obliged to do so, and failure to give or to receive such notice shall not affect the classification.

21.2The Bank may, without notice, suspend some or all transactions on a Dormant Account, decline to honour Instruments drawn on it, cancel any card or Electronic Banking Service linked to it, cease sending statements, and debit the Account with the dormancy and maintenance fees set out in the Fees Schedule. Interest, where payable, will continue to be credited in accordance with the Product Terms.

21.3A Dormant Account may be reactivated at your request, if permitted by Applicable Law, subject to the Bank's reactivation procedures and charges. Before reactivating a Dormant Account the Bank may require satisfactory proof of identity, proof of address, updated customer information, verification of Authorised Signatories, evidence of source of funds and any other documentation the Bank considers necessary, and may decline to reactivate the Account and instead close it under Section 28.

21.4Where an Account remains dormant, or a Term Deposit or other balance remains unclaimed, for the period prescribed by Applicable Law (including the Financial Institutions Act, the Supervision Guidelines and any regulation or directive of the Bank of Guyana relating to unclaimed or abandoned balances), the Bank shall, after giving such notice as Applicable Law requires, deal with the balance in the manner required by Applicable Law, which may include transferring it to the Bank of Guyana or another authority, and the Bank shall thereupon be released from all liability to you in respect of the balance so transferred. Any claim for a balance so transferred must be made in accordance with Applicable Law, and the Bank may charge for assisting with the claim.

21.5The Bank may close a Dormant Account that has a nil or negligible balance, or whose balance is insufficient to meet the Bank's charges, without notice. The classification of an Account as dormant does not prevent the Bank from debiting fees, correcting errors, complying with legal process or exercising its rights of lien, set-off and combination under Section 20, and you remain responsible for keeping your contact details current.

22. DEATH, INCAPACITY AND INSOLVENCY

22.1These Terms shall continue to bind you and your estate, successors and personal representatives notwithstanding your death, mental incapacity, bankruptcy, insolvency, winding-up, receivership or dissolution, or that of any Account Holder.

22.2Upon the Bank receiving notice, in a form satisfactory to it, of the death of a sole Account Holder, the Bank may suspend all transactions on the Account (other than credits) and shall not be obliged to act on any Instruction, including any Instruction given by an Authorised Signatory or attorney of the deceased, whose authority terminates on death. The Bank may, in its discretion, honour Instruments drawn by the deceased before death and presented within a reasonable time thereafter, and may debit the Account with any amount owing to the Bank.

22.3The Bank may require such estate documentation as it considers necessary before acting on any request, Instruction or claim relating to the Account or funds of a deceased Account Holder, including a death certificate, a grant of probate or letters of administration issued or resealed by the courts of Guyana, evidence of the identity and entitlement of the personal representatives and beneficiaries, and such indemnities as the Bank may require. Where more than one personal representative has been appointed, the Bank may require all of them to join in any Instruction; where the Bank, in its discretion, elects instead to act on the Instructions of one or some of them, it shall not be liable to the estate or to any beneficiary for having done so.

22.4In respect of any application for the release of funds under any small estate procedure available under Applicable Law (including the Deceased Persons Estates Administration (Amendment) Act 2024), the Bank may require such additional documents and information as it considers necessary to verify the applicant's entitlement, including evidence of the applicant's relationship to the deceased, identification documents, declarations and indemnities, and shall not be required to release any funds until it is satisfied that all requirements have been met. The Bank may, in its discretion but without obligation, release funds from the Account of a deceased Account Holder to meet reasonable funeral expenses against an invoice from the funeral provider and such indemnity as the Bank may require.

22.5The Bank shall not be liable for any loss arising from the release of funds, information or documents in good faith in accordance with this Section 22 to a person who the Bank reasonably believes is entitled to receive them, and the recipient and the estate shall indemnify the Bank against any claim arising from such release.

22.6The death of an Account Holder of a Joint Account is governed by Section 9. The death of an Authorised Signatory who is not an Account Holder does not affect the ownership of the Account and is governed by Section 8.5.

22.7If the Bank receives notice from a medical practitioner, a court, a family member or any other source that the Bank reasonably considers reliable, or forms the view from its own dealings with you, that you (or any Account Holder) may lack the mental capacity to manage your financial affairs, the Bank may suspend all transactions on your Accounts (including Joint Accounts) and decline to act on any Instruction, including from an attorney or Authorised Signatory, until the Bank receives an order of a court of competent jurisdiction appointing a person to manage your affairs, or such medical or other evidence of capacity as the Bank may require. The Bank shall not be liable to you or to any other person for any loss arising from such suspension or from the Bank acting on Instructions given before it received such notice.

22.8If the Bank suspects that you are giving an Instruction under duress or undue influence, or while impaired, the Bank may decline to act on the Instruction and may require such independent confirmation as it considers appropriate. The Bank shall not be liable to you or to any other person for any loss arising from declining to act, from any delay while such confirmation is obtained, or from acting on an Instruction before it formed such a suspicion.

22.9Upon the Bank receiving notice of the bankruptcy or insolvency of an Account Holder, the presentation of a petition for the winding-up or bankruptcy of an Account Holder, the appointment of a receiver, liquidator, trustee or administrator, or the making of any order or resolution for dissolution, the Bank may suspend the Account and act only on the Instructions of the trustee, receiver, liquidator or other officer lawfully entitled to give them, and may exercise its rights under Section 20.

23. MINORS

23.1Accounts opened with a designation in the name of a minor are subject to the Bank's requirements and to Applicable Law relating to minors and their legal capacity. The Bank will require a parent, guardian or other duly authorised legal representative to open and operate the Account and may impose such conditions, limits and restrictions on transactions, withdrawals, transfers and Services as it considers appropriate.

23.2Unless the Bank agrees otherwise in writing, the funds in an Account designated in the name of a minor belong to the parent, guardian or representative opening the account. The Bank may rely on any Instruction, consent or document given by the parent, guardian or legal representative and shall not be liable for any loss or dispute arising from the relationship between the minor and that person, or from the application by that person of funds withdrawn from the Account.

23.3On the minor attaining the age of majority, the Bank will take instructions from the parent, guardian or representative on the continued operation of the account. The Bank may require, based on the instructions received, the minor to execute a new Application and Mandate and to satisfy the Bank's customer due diligence and account opening requirements before proceeding to act on the instructions of the former minor alone.

24. CONFIDENTIALITY AND USE OF INFORMATION

24.1The Bank will treat information about you and your Accounts as confidential in accordance with Section 63 of the Financial Institutions Act, Cap. 85:03, its duty of confidentiality at law and, from the date on which its relevant provisions come into force, the Data Protection Act 2023, subject to the exceptions permitted by Applicable Law and to the consents given in this Section 24. Nothing in the Agreement limits any right or obligation under the Data Protection Act 2023 that cannot be excluded.

24.2By opening and maintaining an Account and using the Services you consent to the Bank collecting, using, storing, processing and disclosing Information, within or outside Guyana:

1. (a)to the Bank's affiliates, employees, officers, agents, auditors, professional advisers, insurers, service providers, technology providers, correspondents and other persons engaged by the Bank, to the extent necessary for the opening and operation of Accounts, the provision of Services, the processing of transactions, the management of the Bank's business and the prevention or investigation of fraud or financial crime;
2. (b)to any correspondent, intermediary or beneficiary bank, Payment System or card scheme in connection with any transaction;
3. (c)to the Bank of Guyana, the Financial Intelligence Unit, the Guyana Revenue Authority and any other regulatory, supervisory, tax, law enforcement, judicial or governmental authority in Guyana or elsewhere, where required or permitted by Applicable Law, court order, subpoena, lawful demand or other legal process, or where the Bank considers disclosure necessary to comply with the requirements of any such authority or of a correspondent bank;
4. (d)to any credit bureau, credit reference agency or other financial institution for the purposes of assessing creditworthiness, verifying Information, preventing fraud or recovering amounts owed, and you acknowledge that your credit history may be reported to a licensed credit bureau in accordance with the Credit Reporting Act;
5. (e)to any guarantor, surety or provider of security for your obligations, to the extent relevant to that security;
6. (f)to any person to whom the Bank proposes to assign, transfer or sub-participate any of its rights or obligations, or with whom it proposes to merge or amalgamate;
7. (g)to any person acting on your behalf, including an attorney, personal representative or attorney-at-law who confirms in writing that he or she acts for you or your estate; and
8. (h)to any other person where disclosure is necessary to protect the Bank's interests, to enforce the Agreement or to recover amounts owed, or with your consent.

24.3The Bank may retain Information for such period as it considers necessary for its business purposes or as required by Applicable Law, including after the closure of the Account. The Bank maintains such technical and organisational security measures as it considers appropriate, having regard to Applicable Law, to safeguard Information against unauthorised access, use, disclosure, alteration or loss, but, save to the extent that Applicable Law provides otherwise, gives no warranty as to their effectiveness and does not warrant that Information transmitted over public networks or by electronic means will be secure. The Bank's privacy notice, as published on its website from time to time, sets out further details of the Bank's handling of Information and forms part of the Agreement.

24.4On the closure of your Accounts or the termination of the Relationship you may request a copy of the personal data and transaction history held by the Bank about you, which the Bank will provide, once available, in such format and on such terms (including as to charges and the period of retention) as the Bank determines, subject to Applicable Law and to the Bank's right to retain records under Section 24.3.

24.5Where you provide the Bank with information relating to any other individual (including an Authorised Signatory, director, partner, beneficial owner, employee, beneficiary or payee), you warrant that you have given that individual any notice, and obtained any consent, required by Applicable Law for the Bank to collect, use and disclose that information as contemplated by this Section 24.

24.6You consent to the Bank, its affiliates and agents contacting you by post, telephone, video conference, e-mail, text message, WhatsApp or other messaging service (from a number or account designated by the Bank), mobile application or other means in connection with your Accounts and Services and, unless you opt out by notice to the Bank, in relation to other products and services that may be of interest to you.

25. ANTI-MONEY LAUNDERING, SANCTIONS AND REGULATORY COMPLIANCE

25.1The Bank is subject to the Anti-Money Laundering and Countering the Financing of Terrorism Act, Cap. 10:11 (as amended), the regulations and guidelines made under it, sanctions laws and regulations of Guyana, the United Nations, the United States (including those administered by the Office of Foreign Assets Control), the United Kingdom, the European Union and other jurisdictions, and to the requirements of its correspondent banks. You acknowledge that compliance with those requirements is a condition of the Bank's continued access to the international banking system and that the Bank's obligations under them take precedence over its obligations to you.

25.2The Bank may at any time require information and documents evidencing your identity, beneficial ownership, source of funds and source of wealth, and the purpose and nature of any transaction or relationship, and may refuse to accept funds, execute a transaction or continue the Relationship where such information is not provided or does not satisfy the Bank's legal, regulatory, compliance or risk management requirements. You agree to provide all documents, explanations and supporting evidence requested by the Bank for compliance purposes promptly and in any event within the time specified by the Bank.

25.3The Bank may, without prior notice and without liability, delay, decline, reject, suspend, freeze, restrict, reverse or terminate any transaction, Account, Service or application, or terminate the Relationship (and with it the Agreement, subject to Section 28.9), and may report any transaction or activity to the Financial Intelligence Unit or any other authority, where the Bank considers this necessary or appropriate for compliance with Applicable Law relating to anti-money laundering, counter-terrorist financing, proliferation financing, sanctions, tax reporting or bribery and corruption, with correspondent banking requirements, with any regulatory directive, or with the Bank's internal compliance policies, including following any suspicious activity review, politically exposed person assessment, adverse media finding or other risk assessment.

25.4The Bank shall not be required to disclose to you the reason for any action taken under this Section 25 where disclosure may prejudice an investigation, contravene Applicable Law (including the offence of tipping-off) or create legal or regulatory risk for the Bank, and the Bank shall not be liable for any loss, delay or inconvenience arising from any such action taken in good faith.

25.5You shall indemnify the Bank against all costs and expenses (including legal fees and the costs of seeking directions from a court) incurred by the Bank in connection with any internal or external investigation, enquiry or proceeding, or any request from an authority, relating to your Accounts or transactions.

25.6You shall not offer or give any gift, benefit or advantage to any director, officer, employee or contractor of the Bank as an inducement or reward for any act or omission in connection with the Bank's business, and shall notify the Bank immediately if any such person, or any other employee or agent of the Bank, solicits any such gift, benefit or advantage from you.

26. SUSPENSION AND RESTRICTION OF ACCOUNTS

26.1Without prejudice to any other provision of these Terms, the Bank may suspend or restrict some or all transactions on any Account (including withdrawals, the honouring of Instruments and the use of any Service), and may place a hold on all or part of the credit balance, with immediate effect and without prior notice, where:

1. (a)the Bank is required or considers it prudent to do so in order to comply with, or to facilitate compliance by the Bank or you with, an order, direction, request or process of any court, regulatory authority or law enforcement agency of which the Bank becomes aware, whether or not that order strictly requires it;
2. (b)the Bank receives notice of a third-party claim, garnishee order, attachment, injunction, freezing order or other legal process affecting the Account;
3. (c)the Bank suspects that the Account has been, is being or may be used for any unlawful, fraudulent or improper purpose, that you may be the victim of fraud, or that any Security Credentials, card, cheque or Instrument has been lost, stolen or compromised;
4. (d)the Bank receives notice of a dispute concerning the ownership, operation or control of the Account, or conflicting Instructions;
5. (e)the Bank receives notice of the death, incapacity, bankruptcy or insolvency of an Account Holder or Authorised Signatory;
6. (f)the Account is overdrawn without authority or beyond any agreed overdraft limit, or you are in breach of the Agreement or of any other agreement with the Bank;
7. (g)the Bank is exercising its rights under Section 25; or
8. (h)the Account has become dormant or is being reviewed under the Bank's customer due diligence procedures.

26.2Where the Bank places a hold on funds or suspends an Account, the Bank may nonetheless accept credits to the Account and debit the Account with amounts owing to the Bank. The Bank will, where lawful and practicable, inform you of the suspension, but is not obliged to give reasons.

26.3The Bank's liability for suspending or restricting an Account under this Section 26, or under Section 9.6, 22 or 25, shall be limited to the interest, if any, that would otherwise have been payable on the credit balance during the period of suspension, and the Bank shall have no liability for any Instrument dishonoured or Instruction declined during that period.

26.4The Bank may pay the credit balance of any Account into court, or interplead, where it receives conflicting claims to the balance, and may recover its costs of doing so, including legal fees, from the Account.

27. STANDING ORDERS AND PRE-AUTHORISED DEBITS

27.1You may instruct the Bank, in the form prescribed by it, to make regular payments from an Account by standing order, or authorise a third party to collect payments from an Account by pre-authorised debit. The Bank may decline to accept, or may cancel, any such arrangement at any time.

27.2The Bank will honour a standing order or pre-authorised debit payment only if sufficient Cleared Funds are available on the due date. If funds are insufficient the Bank may decline the payment, may attempt it again on a subsequent day, or may treat it as a request for an unauthorised overdraft under Section 12, and may charge a fee for each declined payment. The Bank is not liable for any loss, fee or penalty arising from a payment that is not made.

27.3You may stop or cancel a standing order or a pre-authorised debit by notice to the Bank in accordance with Section 10.12(d), received not later than 12:00 noon on the Business Day preceding the scheduled date of the transfer, and you should also notify the third party that collects a pre-authorised debit. Where a pre-authorised debit to the same payee may vary in amount, you are entitled under the EFT Regulations to reasonable advance notice from the Bank or the payee of the amount and date of each transfer, and to a refund where the amount debited exceeded what you could reasonably have expected having regard to your previous spending pattern and the terms of your authority, provided you notify the Bank within the period in Section B8.5 of Part B.

27.4Where a pre-authorised debit is collected from an Account without your authority, or in an amount or on a date that does not accord with your authority, you shall notify the Bank within the Verification Period, and the Bank may, at its discretion, seek to recover the amount from the third party under the rules of the relevant Payment System, but assumes no obligation to do so and does not guarantee recovery.

28. CLOSURE OF ACCOUNTS AND TERMINATION

28.1You may close an Account or terminate a Service at any time by written notice to the Bank in a form acceptable to it (signed, in the case of a Joint Account, in accordance with the Mandate or by all Account Holders), subject to the payment of all amounts owing to the Bank, the settlement of all outstanding transactions, the return of all unused cheques, cards and other property of the Bank, and any Product Terms applicable to the Account or Service (including any notice period or charge applicable to a Term Deposit). The Bank may decline to close an Account while any Instrument or Instruction remains outstanding or any liability remains contingent.

28.2The Bank may close any Account, discontinue any Service or terminate the Relationship at any time, for any reason or for no reason, by giving you not less than thirty (30) days' written notice, provided that no notice, or such shorter notice as the Bank considers practicable, is required where the Bank acts under Section 28.3, Section 28.4 or Section 28.5, or where the Bank determines, in its sole discretion, that giving thirty (30) days' notice could cause harm, loss or disrepute to the Bank, could cause or contribute to a breach of any obligation of the Bank relating to anti-money laundering, counter-terrorist financing, sanctions or financial crime, or could prejudice any obligation to or relationship with a correspondent bank, Payment System or regulator. This right is an express and unqualified contractual right, exercisable at the Bank's absolute discretion. The Bank is not required to have, state or justify any reason for its exercise, and no term shall be implied into the Agreement that requires the Bank, in exercising this right, to act reasonably, to conduct any assessment of your individual circumstances, to afford you a hearing, or to satisfy any standard of good faith or rationality other than honesty.

28.3The Bank may also close any Account, discontinue any Service or terminate the Relationship with immediate effect, and without prior notice, upon the occurrence of any of the following events:

1. (a)you fail to provide, within the time specified by the Bank, any information, document or evidence requested by the Bank under Section 3 or Section 25, or any information provided by you is found to be false, misleading, incomplete or inaccurate in any material respect;
2. (b)you are in breach of the Agreement or of any other agreement with the Bank, or the Account is overdrawn without authority or in excess of any agreed limit, or Instruments drawn on it are repeatedly dishonoured;
3. (c)the Bank is required or directed to do so by Applicable Law, a court order, a governmental or regulatory directive, or a lawful request from a competent authority having jurisdiction over the Bank, or the Bank determines that continuing the Account or Service would or may cause the Bank to breach Applicable Law, a sanction, or an obligation to a correspondent bank;
4. (d)you, or any Account Holder, Authorised Signatory, director, officer, partner, shareholder, beneficial owner or Connected Person, become the subject of, or are designated under, any sanctions, or the Bank determines, in its sole discretion, that you or any such person is associated in any way with a person, entity, vessel, country or territory that is the subject of sanctions or is otherwise designated, listed or restricted by any authority whose sanctions or restrictions the Bank observes, whether the association arises by family, marriage, business, employment, ownership, control, directorship, agency, political, transactional, financial or any other connection, and whether or not you or such person are yourselves the subject of any sanction; or the Bank determines, in its sole discretion, that you or any such person is a politically exposed person, or a family member or close associate of a politically exposed person, whose risk profile the Bank is not prepared to accept;
5. (e)the Bank suspects, in its sole discretion, that you or any Account Holder, Authorised Signatory, beneficial owner or Connected Person has engaged or may engage in, or that any Account, Service or transaction has been or may be used in connection with, any criminal, fraudulent, dishonest or unlawful activity, whether or not any charge has been laid, any investigation commenced or any finding made;
6. (f)the Bank believes, in its sole discretion, that the continuation of any Account, Service or the Relationship has caused or may cause harm, loss, embarrassment or disrepute to the Bank, or may adversely affect the Bank's reputation, its relationships with correspondent banks, regulators or other counterparties, or its access to the international banking system;
7. (g)you die, become mentally incapacitated, bankrupt or insolvent, enter into any arrangement with creditors, are dissolved, or (being a company or other body corporate) are struck off or removed from the register of companies or (being a registered business name) from the register of business names, or have a receiver, liquidator, trustee or administrator appointed over any of your assets;
8. (h)you, or any person acting on your behalf, threaten, abuse or harass any officer, employee or customer of the Bank;
9. (i)the Account has been dormant, or has had a nil or negligible balance, for such period as the Bank may prescribe;
10. (j)the Bank ceases to offer the type of Account or Service concerned, or you do not accept a variation of the Agreement notified under Section 34; or
11. (k)a dispute of the kind described in Section 28.5 arises.

28.4Sole discretion; disapplication of notice periods; no obligation to continue. You acknowledge and agree that:

1. (a)where an event in Section 28.3 depends on a determination, suspicion or belief of the Bank, that determination, suspicion or belief shall be made by the Bank in its sole and absolute discretion, shall be conclusive and binding on you, and shall not be open to challenge on the ground that it was unreasonable, that the Bank did not conduct any particular enquiry, that the information on which it was based was incomplete or subsequently proved to be inaccurate, or that another bank would have reached a different conclusion; the Bank's sole obligation in making it is to act honestly;
2. (b)no notice period under Section 28.2, Section 34 or any other provision of the Agreement, and no cure period, shall apply, and the Bank may close any Account, discontinue any Service and terminate the Relationship with immediate effect, where the Bank determines, in its sole discretion, that the continued opening or operation of the Account or Service, or the continuation of the Relationship, could cause harm, loss or disrepute to the Bank, could cause or contribute to a breach by the Bank of any obligation under Applicable Law relating to anti-money laundering, counter-terrorist financing, proliferation financing, sanctions or financial crime, or could cause or contribute to a breach of, or prejudice, any obligation to or relationship with any correspondent bank, card scheme, Payment System or regulator;
3. (c)the Bank is under no obligation to continue any Account, Service or the Relationship, to give you an opportunity to be heard, to explain or particularise its concerns, to disclose the source or content of any information on which it has acted, or to consider any alternative measure (such as enhanced monitoring) short of closure, and the Bank shall not be liable for any loss, damage, inconvenience, embarrassment or injury to reputation arising from a closure or termination under Section 28.3 or this Section 28.4; and
4. (d)nothing in Section 28.3 or this Section 28.4 limits the Bank's right under Section 28.2, and the Bank may rely on Section 28.2 whether or not it has also relied, or could have relied, on Section 28.3, and may rely on Section 28.3 whether or not it has given, or begun to give, notice under Section 28.2.

28.5Disputed control. Where the Bank receives notice of, or becomes aware of, any dispute, claim, disagreement or conflicting Instructions between or among Account Holders, Authorised Signatories, directors, officers, shareholders, partners, members, trustees, beneficiaries, personal representatives, attorneys, or any other persons claiming through or under an Account Holder, as to the ownership of the funds in an Account, the ownership or control of a Business Customer, or who is entitled to operate or control an Account or to give Instructions on it, or where the Bank receives any Instruction, notice or request to change a Mandate, an Authorised Signatory, an address or any other particular of an Account that the Bank, in its discretion, is not satisfied is genuine, authorised or regular, or where the Bank is unable, after such enquiry as it considers appropriate, to determine who is entitled to give Instructions on an Account, the Bank may, without liability to any person and in addition to its rights under Sections 9.6 and 26, elect to do any one or more of the following:

1. (a)continue to operate the Account in accordance with the Mandate last recorded with the Bank, and honour any Instruction that complies with that Mandate, notwithstanding the dispute, claim or request, and decline to give effect to any purported change to the Mandate until it is satisfied, by such evidence as it may require (which may include a certified resolution, an order of a court of competent jurisdiction, or the written concurrence of all the persons concerned), that the change is valid;
2. (b)decline to act on any Instruction, notice or request that the Bank is not satisfied is genuine, authorised or regular, and require such verification, confirmation, documentation or personal attendance as the Bank considers appropriate before acting;
3. (c)suspend all or any transactions on the Account (other than credits and debits of amounts owing to the Bank) until it receives Instructions signed by all the persons concerned, or an order of a court of competent jurisdiction, or such other evidence as the Bank considers sufficient to establish who is entitled to operate the Account;
4. (d)pay the credit balance into court or interplead, and recover its costs from the Account; or
5. (e)close the Account with immediate effect, or on giving such notice as the Bank considers practicable in the circumstances, and make the credit balance available for collection or remit it in the manner set out in Section 28.6,

and the Bank's election, and any change in its election as the dispute develops, shall be in its absolute discretion. The Bank is not obliged to determine, and shall have no liability to any person for any determination it makes or declines to make as to, the merits of any dispute, the ownership or control of any Business Customer, the validity of any appointment or removal of any director, officer, partner or Authorised Signatory, or the beneficial entitlement to any funds. The Bank shall have no liability to any Account Holder, Authorised Signatory, shareholder, partner, member, beneficiary or other person for giving effect to the Instructions of, or for preferring, one such person over another in accordance with this Section 28.5, for suspending or closing the Account, or for any loss, delay, inconvenience or damage arising from any of the foregoing. The Bank recognises only the Mandate recorded with it and is not bound to give effect to the claims of any shareholder, beneficiary or other person who is not an Account Holder or Authorised Signatory.

28.6Manner of closure. On the closure of any Account by the Bank under this Section 28, or under Section 21 or 26, the Bank may discharge its entire liability in respect of the Account by:

1. (a)transferring the credit balance (after deducting all amounts owing to the Bank, including under Section 20) to any other Account of yours with the Bank; or
2. (b)issuing a Manager's Cheque, in the currency of the Account (or in Guyana dollars converted at the Bank's rate where the Bank determines that the foreign currency is not readily available), payable to the Account Holder as named in the Bank's records (and, in the case of a Joint Account, payable jointly to all Account Holders, or to the survivor(s), as the Bank's records show, or as all of them validly instruct; a Manager's Cheque will not be made payable to a person who is merely an Authorised Signatory, and where entitlement is disputed or uncertain the Bank may issue it in all recorded names or retain the funds pending a court order), and either delivering it to the Account Holder against identification at the branch, sending it by registered post or courier to the address for the Account Holder last recorded with the Bank, or holding it at the branch for collection; or
3. (c)transferring the credit balance by electronic transfer to another account in the name of the Account Holder with a licensed financial institution nominated in writing by the Account Holder(s).

28.7The Bank shall be discharged from all liability in respect of the credit balance of a closed Account when the balance has been (a) paid or transferred in accordance with the Instructions of the Account Holder(s); (b) delivered, by hand against identification or by registered post or courier to the address last recorded with the Bank, by Manager's Cheque payable to the Account Holder or, for a Joint Account, jointly to all Account Holders or the survivor(s) as recorded; (c) paid into court or lodged in interpleader proceedings; or (d) transferred under Section 21.4 or other Applicable Law. Where a Manager's Cheque is held at the branch for collection, or is returned undelivered, the Bank shall hold the amount for the Account Holder(s) without interest, in a non-interest bearing suspense account, subject to Section 21 and to the Bank's rights under Section 20, and shall pay it to the Account Holder(s) against identification and any indemnity the Bank may require; the Bank's only obligation in respect of that amount is to pay it in that manner. The Bank is not obliged to determine, as between the Account Holders or any other persons, who is beneficially entitled to the balance so paid, and shall not, in a dispute of the kind described in Section 28.5, pay the balance to one of the disputing persons in preference to another except in accordance with their joint Instructions or an order of a court.

28.8Any Instrument or Instruction presented or received after the closure of an Account will be dishonoured or declined and may be returned to the presenter, and the Bank shall not be liable for any loss or damage arising from such dishonour or return. You shall indemnify the Bank against any third-party claim arising from it.

28.9Termination of the Relationship terminates the Agreement, and the closure of all of your Accounts terminates the Relationship, in each case subject to the provisions that survive under Section 35.10; the closure of one Account or the discontinuance of one Service does not, of itself, terminate the Relationship or the Agreement in respect of any other Account or Service. The closure of an Account, the discontinuance of a Service or the termination of the Relationship or the Agreement shall be without prejudice to any right or liability accrued before closure or termination, and shall not release you from any obligation to the Bank. Upon closure or termination all amounts owing by you to the Bank (whether actual, accrued, contingent or otherwise) shall become immediately due and payable, any Term Deposit charged to the Bank may be applied under Section 20, all cheques, cards and other property of the Bank shall be returned, and the provisions of these Terms that are expressed or intended to survive (including Sections 13, 20, 24, 31, 32 and 33) shall continue in force.

28.10Any notice of closure given by the Bank shall be given in accordance with Section 30 and shall be effective whether or not it is actually received by you. The Bank shall not be liable for any loss, damage, inconvenience, embarrassment or injury to reputation arising from the closure of an Account or the termination of a Service or of the Relationship in accordance with this Section 28.

28.11No reasons; no hearing. Whether the Bank acts under Section 28.2, Section 28.3, Section 28.5 or any other provision of the Agreement, and whether it closes, suspends, restricts or declines to open an Account, discontinues a Service or terminates the Relationship, the Bank is not obliged to give, state, particularise or justify any reason for its decision, to disclose any information, report, assessment or criteria on which the decision was based, or to respond to any request for reasons, and you are not entitled to prior notice of the Bank's intention (save for the notice expressly required by Section 28.2 where the Bank relies on that Section), to be heard, to make representations or to appeal before or after the decision takes effect. The relationship between the Bank and you is a private contractual relationship, the Bank does not exercise any public function in deciding whether to open, maintain or close an Account, and no rule of natural justice or procedural fairness applies to any such decision. Any reason that the Bank may choose to give shall not be treated as the only reason, shall not limit the Bank's reliance on any other ground, and shall not give rise to any obligation to give reasons in any other case.

29. LOST OR STOLEN CREDENTIALS, CARDS AND CHEQUES; FRAUD

29.1You shall keep all Security Credentials, cards, cheque books, passbooks, Term Deposit certificates and other means of access to your Accounts secure and under your control at all times, shall not disclose any Security Credentials to any person, and shall take all reasonable precautions to prevent their loss, theft, disclosure or misuse.

29.2You shall notify the Bank immediately, by telephone to the number published by the Bank for that purpose or in person at a branch, and confirm in writing within twenty-four (24) hours, if any Security Credentials, card, cheque, cheque book, passbook or certificate is lost, stolen, compromised or disclosed to any unauthorised person, if you suspect that any unauthorised person has accessed or used any Account or Service, or if any other circumstance arises from which fraud may reasonably be suspected.

29.3You bear the entire risk of, and the Bank shall have no liability whatsoever to you for, any transaction, withdrawal, payment or loss effected or arising through the use by any person of any lost, stolen, copied, retained, compromised or misused card, cheque, cheque book, Instrument, passbook, Term Deposit certificate, Security Credential or other means of access to an Account, whether the use occurs before or after you have notified the Bank under Section 29.2, and whether or not the Bank has had an opportunity to act on that notice, and the Bank may debit the Account with the full amount of every such transaction and all related fees, charges and exchange losses. The purpose of notification under Section 29.2 is to enable the Bank, at its discretion, to take such protective steps as it considers appropriate (including cancelling a card or Security Credential, placing a stop on a cheque book series or suspending the Account); the giving of notice does not transfer to the Bank any responsibility for, or make the Bank liable for, any subsequent use of the lost, stolen or compromised item, and the Bank gives no assurance that such steps will prevent any transaction. Any re-credit of the Account after notification is a matter for the Bank's discretion alone and shall not be made where the transaction was effected with your consent or knowledge, through your fraud or negligence, or in breach of this Section 29, Section 17 or Part B. This Section 29.3 applies in full to cheques, cheque books, Instruments, passbooks, Term Deposit certificates and every other non-electronic means of access; in relation to electronic funds transfers effected with a Card, Security Credential or registered device, it applies subject to Section B8 of Part B, which allocates liability for Unauthorised Transfers in accordance with the EFT Regulations.

29.4You shall not represent to the Bank that a transaction was unauthorised, or dispute a transaction, where you know that it was authorised by you or by a person to whom you gave access. You shall independently verify any unexpected request for payment or for a change of payee details, shall not transfer funds to a purported "safe account" at the request of any person, and shall not install remote-access software on any device used for a Service at the request of any person purporting to be from the Bank, the police or any other organisation.

29.5You shall co-operate with the Bank and with law enforcement in the investigation of any actual or suspected fraud, forgery or unauthorised transaction, including by providing statements, affidavits and documents and by taking such steps as the Bank may reasonably require to recover any funds or property, and you shall report any such matter to the police where the Bank so requests. The Bank may suspend the Account or Service pending its investigation, which will ordinarily be completed within fifteen (15) Business Days.

29.6Where the Bank suspects that a payment into an Account represents the proceeds of fraud or crime, the Bank may debit the Account with that amount, return it to the sender or hold it pending investigation, without liability to you.

29.7Following any fraud, forgery, theft or compromise affecting an Account, the Bank may require you to close the Account and open a new Account, to change all Security Credentials, and to adopt such fraud-prevention measures, controls or Services as the Bank may recommend for your type of Account or activity. If you decline to do so, you shall be treated as having assumed the risk of any subsequent loss that the recommended measure was designed to prevent, and the Bank shall not be liable for any such loss.

29.8You shall not pre-print or write on any cheque or Instrument any personal identification number, date of birth or other personal information beyond that required by the Bank, and the Bank is not liable for the misuse by any person of information you have placed on an Instrument.

30. NOTICES AND COMMUNICATIONS

30.1You agree that the Bank may send notices, statements, alerts, Instructions, confirmations and other communications to the postal address, e-mail address, mobile telephone number or other contact details recorded for you in the Bank's records, or through any Electronic Banking Service, and you consent to receiving communications, including communications required by Applicable Law to be in writing, in electronic form.

30.2A communication sent by the Bank shall be deemed to have been received by you: if delivered by hand, on delivery; if sent by e-mail, text message, push notification or through an Electronic Banking Service, on the day on which it is sent if sent before 4:00 p.m. on a Business Day, and otherwise on the next Business Day; if sent by ordinary post to an address in Guyana, on the seventh (7th) day after posting, and to an address outside Guyana, on the fourteenth (14th) day after posting; and if published on the Bank's website, in its branches or in a newspaper circulating in Guyana, on the date of publication. A communication is effective on deemed receipt whether or not it is actually received by you.

30.3You shall notify the Bank promptly in writing of any change in your contact details. The Bank shall not be liable for any failure to deliver a communication, or for any loss, damage or inconvenience arising, where the contact details recorded with the Bank are incorrect or out of date. Communications sent to an address recorded with the Bank in respect of one Account may be treated as sent in respect of all your Accounts.

30.4You acknowledge that communications sent by post, e-mail, text message or other unencrypted means may be intercepted, lost, delayed, altered or read by unauthorised persons, and that the Bank shall not be liable for any loss, damage or unauthorised disclosure resulting from the interception, loss, delay or alteration of any communication in transit or after delivery, or arising from any error in transmission, technical defect, power failure, fraud, forgery, illegality, misunderstanding, postal failure, hacking or data leak outside the Bank's reasonable control. Where you use an e-mail address, telephone number or device that is accessible by any person other than you, you accept the risk of that person receiving or acting on communications from the Bank.

30.5Any notice to be given by you to the Bank must be in writing and delivered to the branch at which the Account is kept, or given through such other channel as the Bank may designate, and shall be effective only when actually received by the Bank and the Bank has had a reasonable opportunity to act on it. You should retain proof of delivery of any notice given to the Bank.

30.6Notices of closure. Notwithstanding Section 30.2, a notice by the Bank under Section 28.2 closing an Account, discontinuing a Service or terminating the Relationship shall be given individually to the Account Holder (and, for a Joint Account, to the primary Account Holder under Section 9.5) by letter delivered by hand, registered post or courier to the address last recorded with the Bank, by e-mail to the e-mail address last recorded with the Bank, or by secure message through an Electronic Banking Service for which the Account Holder is enrolled, and the notice period shall run from the date of deemed receipt under Section 30.2. Publication on the Bank's website, in its branches or in a newspaper is not sufficient for such a notice, save where the Bank has been unable to deliver it by the foregoing means. If a notice sent by e-mail or secure message is returned undelivered or the Bank receives a delivery-failure report, the Bank shall re-send the notice by one other available means, but the failure of any means of delivery does not invalidate a notice that has been given by another means. Nothing in this Section 30.6 applies to a closure under Section 28.3 or 28.4, which takes effect when made, or to any general notice of amendment under Section 34.

30.7No marketing statement, estimate, illustration, brochure, website description or oral statement amends the Agreement or binds the Bank unless confirmed in writing by an authorised officer of the Bank. The Bank shall not be bound by any information, statement or assurance given orally by any officer or employee of the Bank, and shall not be liable in respect of any oral information unless it is confirmed by the Bank in writing. The Bank's officers, employees and agents have no authority to bind the Bank to any obligation or to vary the Agreement except in writing signed by an authorised officer of the Bank.

31. COMPLAINTS AND TIME LIMIT FOR CLAIMS

31.1Any complaint relating to an Account, a Service, the execution or non-execution of an Instruction, or any other act or omission of the Bank should be lodged with the manager of the branch at which the Account is kept or through the Bank's customer care channels published on its website. The Bank will investigate and respond to complaints in accordance with its complaints procedure, and you agree to make use of that procedure before commencing any proceedings against the Bank. Complaints relating to payment services will be handled in accordance with the National Payments System Act 2018, the EFT Regulations and the Bank's published complaints procedure: the Bank will reply to such a complaint within seven (7) Business Days of receipt (or, for a complaint of an error or unauthorised electronic funds transfer, within the periods in Section B8.5 of Part B), and if you are not satisfied with the outcome you may refer the complaint to the Bank of Guyana or any other body authorised by it, whose details are set out in the complaints procedure. The complaints procedure must be followed before any dispute concerning a payment service is referred to alternative dispute resolution or to a court.

31.2Any complaint or claim must be notified to the Bank in writing as soon as practicable, and in any event within thirty (30) days, after you become aware, or ought reasonably to have become aware, of the matter giving rise to it (or, in the case of any matter shown in or omitted from a statement, within the Verification Period). The Bank shall not be liable for any loss that could have been avoided or reduced had the complaint been notified within that period.

31.3To the extent permitted by Applicable Law, no action or proceeding of any kind arising out of or in connection with the Agreement, an Account, a Service or any transaction may be brought against the Bank unless it is commenced within one (1) year after the date on which the cause of action arose, and any claim not commenced within that period shall be absolutely barred, whatever the period that would otherwise apply under the Limitation Act. This Section 31.3 does not apply to a claim by you for repayment of the credit balance of an Account, which is governed by Applicable Law, or to a claim founded on the Bank's own fraud or wilful concealment, and does not extend any shorter period that applies under these Terms, any Product Terms or the rules of a Payment System or card scheme.

32. LIABILITY OF THE BANK

32.1Subject to the remaining provisions of this Section 32, the Bank shall be liable to you only for direct loss that you suffer as a direct result of the Bank's fraud, wilful misconduct or gross negligence in the performance of its obligations under the Agreement.

32.2To the fullest extent permitted by Applicable Law, the Bank, its affiliates and their respective directors, officers, employees, agents and service providers shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, opportunity, contract, goodwill, reputation, anticipated savings or data, or for any loss arising from any claim made against you by a third party, in each case whether or not foreseeable and whether or not the Bank was advised of the possibility of such loss.

32.3Without prejudice to Section 32.2, and to the fullest extent permitted by Applicable Law, the Bank's total liability to you, however arising and whatever the basis of the claim, in respect of any transaction, Instruction, Instrument, entry or event, or series of related transactions, Instructions, Instruments, entries or events, shall in no circumstances exceed the amount of the transaction, Instruction, Instrument or entry concerned, and the Bank shall not be liable for any loss, damage, cost or expense of any kind in excess of that amount. Where a claim does not relate to an identifiable transaction, Instruction, Instrument or entry, the Bank's total liability in respect of all claims arising in any calendar year in connection with an Account or Service shall not exceed the total fees and charges paid by you to the Bank for that Account or Service in the twelve (12) months preceding the event giving rise to the first such claim. These limits apply in aggregate to all claims by you and by any person claiming through you, and to all Account Holders of a Joint Account together.

32.4Without limiting any other provision of these Terms, the Bank shall not be liable for any loss, damage, cost or expense arising from or in connection with:

1. (a)the Bank acting in accordance with the Mandate or these Terms, or in good faith on any Instruction that complies with the Mandate and the Bank's security procedures, whether or not the Instruction was in fact authorised, and whether or not the Authorised Signatory was acting properly or in accordance with the usual pattern of the Account or its purpose;
2. (b)the Bank declining, delaying or suspending action on any Instruction, or suspending, restricting, freezing or closing any Account or Service, in accordance with these Terms or Applicable Law;
3. (c)any forged, unauthorised, altered, counterfeit, fraudulent, inaccurate, intercepted, duplicated or otherwise invalid Instruction or Instrument, and any fraudulent, unauthorised or improper use of any Card, Card number, PIN, Security Credential or other means of access to an Account by any person;
4. (d)the acts or omissions of any correspondent, intermediary or beneficiary bank, Payment System, card scheme, clearing house, agent, service provider or other third party, or the failure of any third party to honour any Instrument, card or Instruction, whether or not the third party was selected by the Bank;
5. (e)any failure, malfunction, interruption, unavailability or error of any computer system, software, network, telecommunications link, automated teller machine, point-of-sale device, mobile device or other equipment, whether belonging to the Bank or to any other person;
6. (f)your failure to comply with the Agreement, to keep Security Credentials secure, to examine statements, to give full and accurate Instructions in good time, to update your contact details, or to notify the Bank of any matter as required by these Terms, or any negligence, fraud or wrongful act of you or of any Authorised Signatory, attorney, agent, employee or other person acting for you;
7. (g)the Bank's compliance with Applicable Law, a court order, a regulatory or governmental directive, a sanction or a requirement of a correspondent bank, or the exercise of any of its legal or contractual rights;
8. (h)any tax, duty, exchange control or other restriction, or any change in law, affecting an Account, a currency or a transaction;
9. (i)any accident, theft, loss or injury suffered by you while using an automated teller machine, night depository or other facility, whether on the Bank's premises or elsewhere;
10. (j)any event or circumstance described in Section 32.5; or
11. (k)any matter in respect of which the Bank's liability is excluded or limited by any other provision of the Agreement.

32.5Force majeure. The Bank shall not be liable for any delay, interruption, failure or inability to perform any of its obligations, or for any loss arising from it, where the delay, interruption, failure or inability results from any event or circumstance beyond the Bank's reasonable control, including:

1. (a)any Applicable Law or governmental, regulatory or judicial action, including any sanction, moratorium, exchange control, order or directive;
2. (b)act of God, fire, flood, storm, hurricane, earthquake, explosion, pandemic, epidemic or quarantine restriction;
3. (c)war, hostilities, civil unrest, riot, terrorism or public emergency;
4. (d)strike, lock-out or other industrial action, whether or not involving the Bank's employees;
5. (e)any breakdown, failure, disruption or interruption of electricity, telecommunications, internet, computer systems, networks, software or communication facilities, or any cyber-attack, virus, denial of service or other information security event;
6. (f)the closure, suspension, disruption or failure of any Payment System, clearing house, correspondent bank, financial institution, card scheme, utility or third-party service provider; or
7. (g)any other event or circumstance beyond the Bank's reasonable control.

32.6Nothing in these Terms excludes or limits any liability of the Bank that cannot be excluded or limited under Applicable Law, and each exclusion and limitation in these Terms shall apply to the fullest extent permitted by, and shall be read subject to, Applicable Law. If any exclusion or limitation is held to be unenforceable against any Customer or class of Customer, it shall be read down to the minimum extent necessary in respect of that Customer or class, and shall continue to apply in full to every other Customer and in every other respect.

32.7You shall take all reasonable steps to prevent and mitigate any loss, to preserve evidence and to assist the Bank in recovering any funds, and any amount for which the Bank is liable shall be reduced to the extent that the loss resulted from your failure to do so, from your breach of the Agreement, or from your contributory negligence.

32.8The exclusions and limitations in this Section 32 apply to every act or omission of the Bank's affiliates, directors, officers, employees, agents and service providers, and each of them may rely on this Section 32, and shall survive the closure of any Account and the termination of the Agreement.

33. INDEMNITY

33.1You shall indemnify and hold harmless the Bank, its affiliates and their respective directors, officers, employees, agents and representatives, on demand, from and against all losses, liabilities, damages, costs, expenses (including legal fees on a full indemnity basis), charges, claims, actions, proceedings and demands of whatever nature arising out of or in connection with: any Account, Term Deposit or Service; the Bank acting or declining to act on any Instruction given or purportedly given by or on behalf of you; any breach by you of the Agreement or of Applicable Law; any forged, unauthorised, altered or fraudulent Instrument or Instruction on your Account; any claim by a third party relating to your Account or transactions; the enforcement or preservation of the Bank's rights under the Agreement; and any investigation, enquiry or proceeding relating to you or your Accounts; except to the extent that the loss, liability or expense is finally judicially determined to have resulted directly from the Bank's own fraud, wilful misconduct or gross negligence.

33.2The Bank may debit any Account with any amount payable under this Section 33 and may apply any reserved or blocked funds under Section 20 in satisfaction of it. The Bank may retain a reasonable reserve from any Account against a contingent claim. This indemnity is in addition to any other indemnity given by you to the Bank, is a continuing obligation and shall survive the closure of any Account and the termination of the Agreement. The Bank will not recover twice in respect of the same loss.

33.3This Section 33 applies to the fullest extent permitted by Applicable Law and, if held to be unenforceable in whole or in part against any Customer, shall be read down to the minimum extent necessary in respect of that Customer only.

34. VARIATION OF THESE TERMS

34.1The Bank may amend, supplement or replace these Terms, the Fees Schedule and any Product Terms at any time, including by introducing new terms, fees or charges, withdrawing or varying any Service, or changing any limit, cut-off time or procedure.

34.2The Bank will give you notice of any amendment by publication on the Bank's website, in its branches, through the Electronic Banking Services, by statement message, by e-mail or text message to the contact details recorded with the Bank, by notice in a newspaper circulating in Guyana, or by any other means the Bank considers appropriate. An amendment shall take effect on the date specified in the notice, which shall be not less than twenty-one (21) days after the date of the notice (being the period required by section 30(3) of the National Payments System Act 2018 for changes to the terms of an account through which payment services are provided), except that an amendment that is required by Applicable Law, that is more favourable to you, that relates to a rate of interest or exchange, or that is immediately necessary to maintain or restore the security of a payment system or of an Account, may take effect immediately.

34.3If you do not accept an amendment you may close the affected Account or terminate the affected Service, without charge for the closure or termination, before the amendment takes effect. Your continued maintenance of an Account or use of a Service after the effective date of an amendment constitutes your acceptance of it.

34.4In connection with any amendment, and at any other time on request, you shall execute and deliver such additional forms, resolutions, agreements, documents and information as the Bank may reasonably require in connection with any Account, Service or banking relationship.

35. GENERAL

35.1Assignment. The Bank may assign, transfer, novate or sub-participate any of its rights or obligations under the Agreement, or any Account, to any person without your consent, and may disclose Information for that purpose. You may not assign, transfer, charge, pledge, declare a trust over or otherwise deal with any Account, any credit balance or any of your rights under the Agreement without the Bank's prior written consent, and any purported dealing without such consent shall be void as against the Bank.

35.2Amalgamation. The Agreement shall continue to bind you notwithstanding any amalgamation, merger, reconstruction or change in the constitution of the Bank, or any transfer of the Bank's business, and shall enure for the benefit of any successor to the Bank's business.

35.3Waiver and cumulative remedies. No failure or delay by the Bank in exercising any right, power or remedy, and no course of dealing, shall operate as a waiver of it, nor shall any single or partial exercise preclude any further exercise of it or of any other right, power or remedy. A waiver by the Bank is effective only if given in writing and applies only to the specific instance for which it is given. The rights, powers and remedies of the Bank under the Agreement are cumulative and are in addition to, and not exclusive of, any rights, powers and remedies provided by law, and may be exercised in any order and in any combination.

35.4No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship or relationship of agency between you and the Bank, and the Bank does not act as your trustee, fiduciary or adviser except where it expressly agrees in writing to do so. The relationship between the Bank and you in respect of a credit balance is that of debtor and creditor.

35.5Third-party rights. A person who is not a party to the Agreement has no right to enforce or to enjoy the benefit of any of its terms, except that the Bank's affiliates, directors, officers, employees, agents and service providers may rely on Sections 32 and 33.

35.6Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, or in relation to any person or circumstance, that provision shall to that extent be severed, and shall be replaced where practicable by a valid and enforceable provision that most nearly reflects the original intent, and the remaining provisions, and the application of the provision to other persons and circumstances, shall continue in full force and effect.

35.7Entire agreement. The Agreement constitutes the entire agreement between you and the Bank in relation to its subject matter and supersedes all prior agreements, representations and understandings relating to it, provided that nothing in this Section excludes liability for fraud. No warranty, condition or term shall be implied into the Agreement, whether by statute, custom or otherwise, except to the extent that it cannot be excluded under Applicable Law.

35.8Electronic execution. The Application, the Mandate and any amendment or other document relating to the Agreement may be executed, accepted or acknowledged electronically, including by clicking to accept, by electronic signature, or by the use of Security Credentials, in accordance with the Electronic Communications and Transactions Act 2023, and any document so executed shall be as valid and binding as if signed by hand. A copy or electronic image of the Agreement or of any Instruction shall be admissible in evidence as if it were the original.

35.9Successors. The Agreement binds and benefits the Bank and you and your respective successors, personal representatives and permitted assigns. Death, incapacity, bankruptcy, insolvency or dissolution does not discharge any obligation already incurred.

35.10Survival. Every provision of these Terms that by its nature is intended to survive the closure of an Account or the termination of the Agreement, including Sections 13, 20, 24, 25, 31, 32, 33 and this Section 35, shall survive the termination of the Relationship and of the Agreement.

35.11Language. These Terms are in English. Any translation is for convenience only and the English text shall prevail.

35.12Governing law and jurisdiction. The Agreement and every Account, transaction and Service, and any non-contractual obligation arising out of or in connection with them, shall be governed by the laws of Guyana. You irrevocably submit to the exclusive jurisdiction of the courts of Guyana in relation to any dispute, controversy or claim arising out of or relating to the Agreement or its breach, termination or validity, provided that the Bank may bring proceedings against you in any other jurisdiction in which you or your assets are located.

PART B — ELECTRONIC BANKING SERVICES

B1. APPLICATION OF PART B

B1.1This Part B applies whenever you apply for, enrol in, access or use any Electronic Banking Service, including the Bank's online banking website, mobile banking application, telephone banking, alerts, electronic statements, automated teller machines, point-of-sale and card services, and any other electronic channel that the Bank makes available from time to time (each a "Channel", as defined in Section 2.1 of Part A). Part A continues to apply to every Account accessed through a Channel, and in the event of inconsistency this Part B prevails in relation to the Electronic Banking Services.

B1.2Cards, credit facilities and certain other Services accessed through a Channel are also governed by their own Product Terms, which prevail over this Part B to the extent of any inconsistency.

B1.3By enrolling in, accessing or using any Electronic Banking Service you agree to this Part B, and each Authorised Signatory, Administrator, User and Shared Access User to whom access is given has read these Terms and has agreed to be bound by it; you are responsible for ensuring that each of them complies with it. Registration for or activation of an Electronic Banking Service, including clicking "Register", "Submit", "Accept" or "Continue", ticking an acceptance box, completing one-time passcode verification, enabling biometric authentication, or logging in for the first time, constitutes your electronic signature and your full acceptance of this Part B and of the Agreement, and you confirm that:

1. (a)you have had the opportunity to read, print and download these Terms before accepting them, and have read and understood them;
2. (b)the method of acceptance used is agreed between you and the Bank as the form of electronic signature for the purposes of the Electronic Communications and Transactions Act 2023, identifies you as the person giving consent, authenticates the Agreement and expresses your intention to be bound by it;
3. (c)your acceptance has the same legal effect as a handwritten signature on a paper document, is admissible in evidence of your consent, and constitutes acknowledgment of receipt of these Terms; and
4. (d)the Agreement is complete and binding on you from the date on which you first gain access to an Electronic Banking Service after registration (the "Effective Date"), which is the date of execution of this Part B for all purposes.

B1.4This Part B replaces and supersedes the Bank's Online Banking Agreement and every earlier agreement, terms of use or conditions governing any Electronic Banking Service, with effect from the date on which these Terms take effect for you under Section 34 of Part A or, if later, the Effective Date. Every enrolment, registration, Administrator or User appointment, linked account arrangement, limit, Security Credential and authority established under the superseded agreement continues in effect and is governed by this Part B, and every Electronic Instruction given under it is treated as given under this Part B. The Bank will notify existing users of the Electronic Banking Services of the replacement of the Online Banking Agreement by this Part B not less than thirty (30) days before it takes effect for them, in the manner provided in Section 34 of Part A.

B2. ENROLMENT, ELIGIBILITY AND ACCESS

B2.1You may apply for the Electronic Banking Services in the manner prescribed by the Bank. The Bank may accept or decline any application, may limit the Accounts, Services and functions accessible through a Channel, and may require you to satisfy its customer due diligence, security and other requirements before granting or continuing access.

B2.2To use the Electronic Banking Services you must have, and are responsible for obtaining and maintaining at your own cost, a compatible computer, mobile device or telephone, up-to-date operating system, browser and security software, internet or telecommunications access, and a valid e-mail address and mobile telephone number registered with the Bank. The Bank may specify minimum technical requirements and may withdraw support for any device, operating system or browser at any time.

B2.3The Bank will link to your online profile such Accounts as you nominate and the Bank approves. Accounts may be displayed to any user with access to the profile irrespective of who else holds an interest in them. In the case of a Joint Account with an "any one to sign" Mandate, any Account Holder may enrol the Account and, once enrolled, may operate it through the Channel alone. In the case of an Account with a Mandate requiring more than one Authorised Signatory, the Bank may make the Account available through a Channel only on a view-only basis or subject to a dual-authorisation procedure that the Bank determines satisfies the Mandate, and you agree that any transaction authorised in accordance with that procedure complies with the Mandate.

B2.4The Bank endeavours to make the Electronic Banking Services available at all times but gives no undertaking or warranty that they will be available continuously, at any particular time or without error. The Bank may suspend or limit any Channel or function, with or without notice, for maintenance, upgrades, security, operational or regulatory reasons, or in the event of any actual or suspected malfunction, breach or attack. Some functions may be available only during Business Days or specified hours.

B2.5The Bank grants you a personal, non-exclusive, non-transferable, revocable licence to use the Bank's mobile application and any software provided by the Bank solely for the purpose of accessing the Electronic Banking Services in accordance with this Part B. All intellectual property rights in the Channels, the application, the Bank's website and their content remain the property of the Bank or its licensors. You shall not copy, modify, adapt, reverse engineer, decompile, disassemble, distribute, sell, sublicense or create derivative works of any part of them, use any automated means to access them, or attempt to gain unauthorised access to any system or data. The Bank's application may be subject to additional terms imposed by the application store or platform through which it is downloaded, and by the operator of your device's operating system.

B2.6The Electronic Banking Services are intended for use in Guyana. If you access them from outside Guyana you do so on your own initiative and are responsible for compliance with local laws, and the Bank may restrict access from any jurisdiction.

B2.7Digital onboarding and applications. Where the Bank makes accounts, products or Services available through a digital onboarding process within a Channel (including self-initiated applications, electronic submission of forms and the upload of documents and information), you warrant that all information and documents submitted electronically are complete, accurate and genuine, and you acknowledge that the Bank relies on them for verification, assessment and processing, that the Bank may request further information, conduct further verification, suspend processing or decline any application at its discretion and without giving reasons, and that the Bank is not responsible for any delay, error, loss or adverse outcome arising from incomplete, inaccurate or misleading information submitted by you. Section 6.3 of Part A applies to every representation made in a digital application.

B2.8Passbook and savings Accounts. Where an Account is a savings or other Account for which a passbook is issued or physical presentation of the passbook is otherwise required, the enrolment of that Account for an Electronic Banking Service by an Account Holder constitutes your express authority for the Account to be accessed and operated through the Channel without presentation of the passbook, and the Security Procedure serves as the operating authority for every transaction conducted through the Channel. In the case of a Joint Account with an "any one to sign" Mandate, each Account Holder enrolled for the Channel may independently view the Account and initiate debits, credits, transfers, bill payments and service requests through it. This electronic authority governs access and transaction rights for the Channel only, does not alter the ownership of the Account or the Mandate for transactions conducted otherwise than through the Channel, and every transaction conducted through the Channel binds all Account Holders in accordance with the Mandate and this Part B.

B2.9Shared e-mail address. The Bank strongly advises you to register for the Electronic Banking Services an e-mail address and mobile telephone number that are unique to you and not accessible by any other person. If you nevertheless elect to register an e-mail address or number that is shared with or accessible by another person, you acknowledge that Security Credentials, password-reset instructions, one-time passcodes, transaction confirmations, security alerts, statements and other communications will be delivered to that address or number, you accept all risks of their receipt, use or disclosure by any other person, every person with access to that address or number shall be treated as your agent for the purposes of Section B4.2, and the Bank shall have no liability for any loss, unauthorised access, transaction or disclosure arising from or in connection with your election.

B3. SECURITY CREDENTIALS AND SECURITY PROCEDURES

B3.1Access to the Electronic Banking Services, and the authentication of Electronic Instructions, is by means of the Security Credentials and security procedures prescribed by the Bank from time to time, which may include user names, passwords, personal identification numbers, one-time passcodes delivered by text message, e-mail or authenticator application, security questions, tokens, device registration and binding, biometric identifiers (such as fingerprint or facial recognition enabled on your device) and transaction limits (together, the "Security Procedure").

B3.2You acknowledge that the purpose of the Security Procedure is to verify that an Electronic Instruction was issued using your Security Credentials, and not to detect errors in the content of an Instruction. You agree that the Security Procedure is commercially reasonable and suitable for your requirements having regard to the size, type and frequency of the transactions you conduct, and that you have chosen it in preference to any other procedure offered by the Bank.

B3.3Any Electronic Instruction that the Bank receives and authenticates in accordance with the Security Procedure shall be conclusively deemed to have been given by you and duly authorised, and shall be binding on you, whether or not it was in fact given or authorised by you and whether or not any Security Credentials were used by an unauthorised person, subject only to Section B8. The Bank is entitled to act on any such Electronic Instruction without further verification and without contacting you.

B3.4The Bank may at any time, with or without notice, change the Security Procedure, require you to change or reset any Security Credentials, require additional authentication for any transaction or category of transaction, register or de-register any device, block or challenge any access attempt or transaction on the basis of device, location, behavioural or other risk indicators, or decline to act on an Electronic Instruction until it has completed such additional verification as it considers appropriate. No security step taken by the Bank transfers to the Bank any responsibility for safeguarding your Security Credentials or for verifying the accuracy of your Instructions.

B3.5Where you enable biometric authentication on a device, you acknowledge that any person whose biometric identifier is registered on that device will be able to access the Electronic Banking Services and give Electronic Instructions on your Accounts, and that you are responsible for all such access and Instructions. The Bank does not store or have access to your biometric data, which is held and verified by your device.

B3.6The Bank may collect and use information about the devices, networks and locations from which you access the Electronic Banking Services, including device identifiers, telephone numbers, IP addresses and geolocation data, for the purposes of security, fraud prevention and providing the Services, and may use session cookies, persistent cookies and similar technologies for authentication, fraud prevention, analytics and functionality in accordance with its privacy notice; you may disable cookies in your browser, but some functions of the Electronic Banking Services may then be unavailable.

B3.7Monitoring and lock-out. The Channels are protected systems owned by the Bank and may be used only for authorised purposes. You consent to the Bank monitoring, recording, auditing and analysing all use of the Channels and all behavioural and transactional data generated by that use (including log-in patterns, device and location data, usage activity, transaction history and anomalies) for the purposes of security, risk assessment, fraud prevention, regulatory compliance, system maintenance and improvement of the Services, and you acknowledge that any unauthorised attempt to access, upload to or alter any Channel or its data is prohibited and may be reported for prosecution. The Bank may automatically disable your access after a number of unsuccessful log-in attempts determined by the Bank, and may require re-verification of your identity before restoring it.

B3.8Automated and artificial-intelligence tools. The Bank may use automated, algorithmic or artificial-intelligence tools within the Electronic Banking Services to generate insights, alerts, recommendations, analytics, pre-qualification indicators, fraud scores and similar outputs based on your data. Any such output is provided for information and assistance only, does not constitute advice, a decision, an approval or a determination of eligibility or creditworthiness unless the Bank expressly states otherwise, and Section 5 of Part A applies to it.

B4. YOUR SECURITY OBLIGATIONS

B4.1You shall, and shall procure that every user authorised by you shall:

1. (a)keep all Security Credentials secret and secure, memorise passwords and personal identification numbers, and not write them down, store them in any device, browser or application in an unencrypted form, or disclose them to any person, including any member of your family, employee, agent, or any person purporting to be an officer of the Bank (the Bank will never ask you for your full password or one-time passcode by telephone, e-mail or text message);
2. (b)choose Security Credentials that are not easily guessed, change them regularly and immediately if you suspect they have been compromised, and not use the same password for any other service;
3. (c)not allow any other person to use your Security Credentials or registered device, and not access the Electronic Banking Services through any device or network that you do not control or that may be insecure, including public computers and unsecured public wireless networks;
4. (d)log off from the Electronic Banking Services at the end of each session and not leave a device unattended while logged on;
5. (e)keep every device used to access the Electronic Banking Services secure, protected by a passcode or biometric lock, free of malicious software and updated with the latest operating system, browser and security patches, and not use any device that has been modified to remove manufacturer or operator restrictions ("jail-broken" or "rooted");
6. (f)access the Electronic Banking Services only through the Bank's official website address or application downloaded from an official application store, and not through links contained in e-mails, text messages or third-party websites;
7. (g)not respond to, and immediately report to the Bank, any e-mail, text message, telephone call, website or other communication that purports to come from the Bank and requests Security Credentials or personal information, and not transfer funds to any purported "safe account" or install remote-access software at the request of any person;
8. (h)notify the Bank immediately if the mobile telephone number, SIM card, e-mail account or device registered for the Electronic Banking Services is changed, lost, ported or taken over, and, save where you have made the election in Section B2.9, not register an e-mail address or telephone number that is shared with or accessible by any other person;
9. (i)read and act promptly on all alerts and notifications sent by the Bank, and regularly review the transactions on your Accounts through the Channel;
10. (j)notify the Bank immediately in accordance with Section 29 of Part A if any Security Credentials or device is lost, stolen or compromised, if you suspect any unauthorised access or transaction, or if you change your mobile telephone number, e-mail address or device; and
11. (k)comply with any other security guidance issued by the Bank from time to time.

B4.2Where you have disclosed your Security Credentials to any other person, or allowed any other person to use your device or Security Credentials, that person shall be treated as your agent, and you shall be bound by every Electronic Instruction given by that person until the Bank has received notice under Section 29 of Part A and has had a reasonable opportunity to act on it.

B5. ELECTRONIC INSTRUCTIONS AND TRANSACTIONS

B5.1You may use the Electronic Banking Services to obtain information about your Accounts and to give Electronic Instructions for such transactions as the Bank makes available from time to time, which may include transfers between your own Accounts, transfers to other accounts at the Bank, domestic and international transfers to accounts at other financial institutions, bill payments, payments to registered payees, mobile top-ups and wallet transfers, standing orders and scheduled or recurring payments, international money transfers through remittance services offered by the Bank (such as RIA), requests for cheque books, drafts and statements, stop payment requests, Term Deposit placements, updating of your profile information, scheduling of appointments, applications for Accounts, cards, loans and other facilities, general enquiries and such other functions as the Bank may introduce or withdraw from time to time. The Bank may add to, modify, suspend or withdraw any function at its discretion.

B5.2An Electronic Instruction is received by the Bank when it has been authenticated by the Security Procedure and acknowledged by the Channel. An Electronic Instruction received after the Cut-off Time for the relevant transaction type, or on a day that is not a Business Day, will be processed on the next Business Day. Cut-off Times, processing times and transaction limits are published through the Channel and may be varied by the Bank at any time without notice.

B5.3You are solely responsible for the accuracy and completeness of every Electronic Instruction, including the account number, unique identifier, name and other details of every payee and the amount and currency of every payment, and for verifying the identity of the payee and the legitimacy of any request in response to which the Instruction is given, in accordance with Section 7.10 of Part A. You shall review every Electronic Instruction on the confirmation screen before authorising it. The Bank is entitled to execute an Electronic Instruction on the basis of the account number or other unique identifier alone, without checking that it corresponds to the payee's name, has no duty to detect an erroneous, duplicated or fraudulently induced Instruction, and is not liable for any loss arising from any error, inaccuracy or omission in an Electronic Instruction or from your having been deceived into giving it. Section 14.3 of Part A applies to any attempt to recover funds paid in error.

B5.4Once an Electronic Instruction has been received by the Bank it is irrevocable, and the Bank is not obliged to, and may be unable to, cancel, reverse or amend it. A scheduled, future-dated or recurring payment may be cancelled through the Channel, or by written notice to the Bank, not later than one (1) Business Day before the date on which it is due to be processed; the Bank is not obliged to act on any later cancellation request. It is your responsibility to cancel any recurring payment that is no longer required.

B5.5The Bank will process a scheduled, future-dated or recurring payment only if sufficient Cleared Funds are available on the due date. If funds are insufficient the Bank may decline the payment or may, without obligation, attempt it again on one or more subsequent Business Days, and shall have no liability for any loss arising from the non-payment. The Bank may treat any payment that would overdraw the Account as a request for an unauthorised overdraft under Section 12 of Part A.

B5.6You may register payees and billers through the Channel. The Bank does not verify the identity of any payee or biller, or the accuracy of any payee details, and may add, remove, modify or suspend any biller or category of payee at any time without notice. The Bank is not responsible for any act or omission of any payee or biller, for the time within which a biller credits a payment to your account with it, or for any fee, penalty or consequence arising from a late or misdirected payment, and you shall settle any dispute directly with the payee or biller. A bill payment is deemed made when the Bank has debited your Account and transmitted the payment to the biller or its bank; the Bank may transmit bill payments electronically or, where a biller does not accept electronic payment, by cheque or draft drawn by the Bank, and may reformat payee details to meet the biller's requirements. You should schedule each bill payment so that it is processed not less than five (5) Business Days before the biller's due date, and the Bank does not recommend the use of bill payment for time-critical payments such as taxes, court-ordered payments, insurance premiums or securities settlements. Where you add an account held at another financial institution to a Channel for the purpose of funding payments, you warrant that you are authorised to make payments from that account, and its use remains subject to your agreement with that institution.

B5.7The Bank may impose daily, per-transaction, monthly and cumulative limits on the amount and number of transactions that may be conducted through any Channel, may set different limits for different Channels, transaction types, payees and Customers, and may vary any limit at any time without notice. Limits set by the Bank do not oblige the Bank to permit transactions up to the limit, and the Bank may permit transactions in excess of a limit without liability.

B5.8The Bank may, without liability, delay, decline or refuse to execute any Electronic Instruction, and may suspend your access to any Channel, where:

1. (a)the Instruction fails the Security Procedure, or the Bank has reason to believe that it was not given by you or that your Security Credentials or device have been compromised;
2. (b)the Instruction is unusual having regard to the pattern of your Accounts, exceeds a limit, or is directed to a payee, country or category of transaction that the Bank has restricted;
3. (c)the Bank suspects fraud, a scam, money laundering, sanctions exposure or any other unlawful or improper activity, or considers that you may be the victim of fraud, in which case the Bank may delay execution while it contacts you or makes such enquiries as it considers appropriate, and you agree that the Bank shall not be in breach of any obligation to you by reason of such delay or refusal;
4. (d)there are insufficient Cleared Funds on the Account, or the Account is subject to a hold, restriction, legal process or dispute;
5. (e)the Bank is unable to reach you to verify the Instruction where it has chosen to do so; or
6. (f)any of the circumstances in Section 7.5 of Part A applies.

B5.9Where an Electronic Instruction is rejected or declined for any reason after funds have been debited, the funds will be returned to the Account from which they were taken, less any charges, and the Bank is under no obligation to disclose the reason for the rejection. If the Bank attempts to contact you to verify an Electronic Instruction and is unable to reach you, or you do not respond promptly, the Bank may execute the Instruction, decline it or suspend the Channel, as it considers appropriate, without liability.

B5.10A confirmation, reference number or acknowledgment generated by the Channel confirms only that the Bank has received the Electronic Instruction, and not that the transaction has been completed. The Bank's records of every Electronic Instruction, transaction, log-on and session, including electronic logs, audit trails and time stamps, shall be conclusive evidence of the Instruction, its content and the time of its receipt, in the absence of manifest error, and shall be admissible in evidence in accordance with the Electronic Communications and Transactions Act 2023.

B5.11Account and transaction information displayed through a Channel is provided for your convenience, may not reflect transactions that have not yet been processed, and is subject to verification and to the Bank's records. Balances shown may include Uncleared Funds that are not available for withdrawal.

B6. MOBILE AND REMOTE CHEQUE DEPOSIT

B6.1Where the Bank makes the service available, you may deposit cheques and other eligible Instruments drawn on banks in Guyana to an eligible Account by transmitting to the Bank, through the Bank's mobile application or a scanner or other device approved by the Bank, an electronic image of the front and back of the Instrument together with the information the Bank requires ("Remote Deposit"). Enrolment for Remote Deposit is subject to the Bank's approval and to such additional terms, equipment specifications and limits as the Bank may prescribe. The Bank will process a Remote Deposit through the cheque clearing system as if the original Instrument had been deposited, and Section 10 of Part A applies to it.

B6.2You may deposit by Remote Deposit only Instruments that are payable to you (or, in the case of a Joint Account, to any Account Holder), that are drawn in the currency of the Account on a bank in Guyana and that have been endorsed by every payee in the manner the Bank requires, including the words "for mobile deposit only" and the Account number where the Bank so requires. The following are not eligible for Remote Deposit and the Bank may reject them or reverse any credit given for them:

1. (a)Instruments payable to any person other than you, or to you jointly with a person who is not an Account Holder, or that have been endorsed over to you by a third party;
2. (b)Instruments drawn on a bank outside Guyana or in a currency other than that of the Account, travellers' cheques, money orders, postal orders and promissory notes;
3. (c)Instruments that have previously been deposited, presented or returned unpaid, or that are substitute cheques or images of Instruments;
4. (d)Instruments drawn on your own Account or on another Account of a Connected Person, post-dated or stale Instruments, and Instruments that are incomplete, altered, mutilated, illegible or bear any erasure or irregularity; and
5. (e)any other Instrument or category of Instrument that the Bank notifies you is ineligible.

B6.3The Bank may impose, and vary without notice, limits on the number and aggregate amount of Instruments that may be deposited by Remote Deposit in any day, week or month and per Instrument, which may vary with your deposit history and relationship with the Bank and will be displayed through the Channel. Instruments exceeding the limits must be deposited at a branch.

B6.4A Remote Deposit is not received by the Bank until the Bank has sent you an electronic confirmation that the image has been received and accepted for processing. The Bank may reject any image that is unclear, incomplete, illegible or does not meet its image-quality standards, or any Instrument for any other reason, and you must then deposit the original at a branch. Remote Deposits received after the Cut-off Time or on a day that is not a Business Day will be treated as received on the next Business Day. Acceptance of an image for processing does not mean that the Instrument will be paid, and every Remote Deposit is subject to the provisions of Part A relating to Uncleared Funds, holds and dishonoured Instruments. The Bank may apply longer hold periods to Remote Deposits than to branch deposits.

B6.5After you receive confirmation that a Remote Deposit has been accepted, you shall mark the original Instrument prominently as having been deposited electronically, retain it securely for not less than fourteen (14) days and not more than sixty (60) days after the deposit, and thereafter destroy it securely. You shall not deposit, present, negotiate or transfer the original Instrument or any other image of it to the Bank or to any other person. During the retention period you shall produce the original Instrument to the Bank on request, and if the Bank determines that the original is required to process or collect the deposit you shall deliver it or obtain a replacement.

B6.6In respect of every Remote Deposit you represent, warrant and agree that:

1. (a)the image transmitted is a true, complete and accurate image of the front and back of an original Instrument that you are entitled to deposit and that has not been altered;
2. (b)all endorsements on the Instrument are genuine and authorised, and the Instrument bears all necessary endorsements;
3. (c)the Instrument has not previously been deposited or presented in any form, and no drawee, drawer, endorser or other bank will be asked to pay an Instrument that it has already paid;
4. (d)you make, and authorise the Bank to make on your behalf, every warranty and representation that would have applied under Applicable Law and the rules of the relevant clearing system had the original Instrument been deposited; and
5. (e)you will comply with the equipment, software, security and operating requirements prescribed by the Bank, will use only devices under your control, will not permit any person other than an authorised User to make Remote Deposits, and will maintain appropriate controls over Instruments received by you.

B6.7You shall indemnify the Bank against all loss, liability, cost and expense (including any claim by the drawer, drawee, any endorser or any other bank) arising from any Remote Deposit, including any duplicate presentment of an Instrument, any breach of the warranties in this Section B6, any Instrument that is returned unpaid, or any error in the image or in the amount entered by you. The Bank may debit the Account with the amount of any Remote Deposit that is returned, reversed, rejected or found to be a duplicate, together with its charges, whether or not this overdraws the Account and whether or not you have withdrawn the funds.

B6.8The Bank may suspend or terminate your access to Remote Deposit at any time, with or without notice, including where the Account is overdrawn or restricted, where Instruments deposited by you have been returned unpaid on more than three occasions in any three consecutive statement periods, or where the Bank suspects fraud or misuse. The Bank is not liable for the unavailability of Remote Deposit for any reason, and you are responsible for depositing Instruments by other means when it is unavailable.

B7. ELECTRONIC STATEMENTS, ALERTS AND ELECTRONIC COMMUNICATIONS

B7.1By enrolling in the Electronic Banking Services you agree that the Bank may provide statements, notices, confirmations, disclosures, amendments to these Terms and other communications in electronic form, by making them available through a Channel, by e-mail or by text message, in place of paper, and that a communication so provided satisfies any requirement of Applicable Law that it be in writing or signed. You may withdraw this consent by written notice to the Bank, in which case the Bank may charge for paper statements and may withdraw your access to any Service that is available only electronically.

B7.2Electronic statements are deemed to have been received by you on the Business Day on which they are made available through the Channel or sent by e-mail, whether or not you access them, and Section 13 of Part A (including the Verification Period) applies to them. You are responsible for accessing the Channel regularly and for saving or printing statements that you wish to retain; the Bank may make statements available through the Channel for a limited period only.

B7.3The Bank may provide alerts and notifications about your Accounts, transactions and security events by text message, e-mail, push notification or otherwise, either automatically or as selected by you. Alerts are provided for your convenience only, may be delayed, not delivered or delivered out of sequence for reasons outside the Bank's control, may not be secure, and may be read by any person with access to your device, telephone number or e-mail account. You should not rely on alerts as the sole means of monitoring your Accounts, and the Bank is not liable for any loss arising from any delay in, or failure of, an alert or from its receipt by an unauthorised person. Telecommunications and data charges imposed by your mobile network operator may apply to alerts and text messages, and you may opt out of text alerts at any time through the Channel or by replying to a text alert in the manner the Bank indicates; the Bank may nonetheless continue to send security alerts that it considers necessary for the protection of your Accounts.

B7.4E-mail is not a secure means of communication. The Bank will act on Instructions sent by e-mail only where it has agreed to do so, and then only on the terms of Section 7.8 of Part A. You should not send Security Credentials or other confidential information to the Bank by e-mail, and the Bank will not accept Instructions given through social media or messaging platforms.

B8. UNAUTHORISED TRANSACTIONS AND LIABILITY

B8.1Authorised transactions. An electronic funds transfer is authorised, and you are liable for it in full, where you have consented to it in the manner agreed in the Agreement, which includes any Electronic Instruction authenticated in accordance with the Security Procedure. You acknowledge and agree, for the purposes of regulation 4 of the EFT Regulations, that the Security Procedure is a security procedure accepted as industry standard, and that a payment order verified by it is effective as your payment order. Without limiting the foregoing, the following are authorised transactions for which you are liable in full and for which the Bank has no liability to you:

1. (a)any transaction initiated by a person to whom you, or any User, Administrator, Shared Access User or Authorised Signatory, provided the Card, Security Credentials, device or other means of access to the Account, whether or not that person exceeded the authority you intended to give;
2. (b)any transaction initiated by you, or by any person acting in concert with you, with fraudulent intent;
3. (c)any transaction that you were induced to initiate or authorise by the fraud, deception or misrepresentation of a third party (including any "authorised push payment", investment, romance, impersonation, invoice or mandate scam), which is an authorised transaction notwithstanding the deception; and
4. (d)any transaction from which you have received a benefit.

B8.2Unauthorised transactions: your liability. Where an electronic funds transfer from your Account was initiated by a person other than you without actual authority and you received no benefit from it (an "Unauthorised Transfer"), you are liable for the actual loss resulting from it, and the Bank may debit the Account accordingly, including but not limited to circumstances where you contributed to the loss by:

1. (a)failing to notify the Bank promptly and without delay under Section 29 of Part A that a Card, device or other means of access had been lost, misused or stolen, or that a Security Credential had been breached or disclosed;
2. (b)directly or indirectly disclosing a Security Credential to any person, or allowing any person to observe it; or
3. (c)failing to take reasonable care to keep any Security Credential, Card, device or other means of access secret and secure, including by breaching Section B4 or Section 17.2 of Part A,
4. (d)provided that, in accordance with regulation 24(2) of the EFT Regulations, your liability under this Section B8.2 shall not include that portion of the loss incurred on any one day which exceeds the daily transaction limit applicable to the Card, device or Account, or that portion of the total loss which exceeds the funds standing to the credit of the Account (together with any agreed overdraft or credit limit) at the relevant time.

B8.3Unauthorised transactions: where you are not liable. In accordance with regulation 23 of the EFT Regulations, you are not liable for loss resulting from an Unauthorised Transfer:

1. (a)occurring after you have notified the Bank promptly and without delay under Section 29 of Part A that the Card or device had been lost, misused or stolen or that the Security Credential had been breached;
2. (b)that is not attributable to or contributed to by you;
3. (c)caused by the fraudulent or negligent conduct of officers or agents of the Bank or of a merchant linked to the card or communication system;
4. (d)relating to a Card that is forged, faulty or expired;
5. (e)occurring before you received the Card or Security Credential; or
6. (f)caused by the same transaction being incorrectly debited more than once to the Account,

and in those circumstances the Bank will, following its investigation under Section B8.5, refund the amount of the Unauthorised Transfer and restore the Account to the state it would have been in had the transfer not occurred, including any fees or interest charged. That refund is the full extent of the Bank's liability for the Unauthorised Transfer, and Sections 32 and 33 of Part A apply.

B8.4Your acknowledgments as to proof. You acknowledge that, where an electronic funds transfer has been authenticated by the correct use of your Security Credentials on a Card, device or Security Credential that was fully functional on the day and that the Bank had not itself compromised, and no officer or agent of the Bank acted fraudulently or negligently in carrying out the transfer, the Bank will have discharged its burden of showing that the transfer was authorised or that the conditions of your liability under Section B8.2 are met; that the Bank's electronic logs, audit trails and time stamps are the primary evidence of how a transaction was initiated and authenticated; and that you will provide to the Bank all information relevant to any complaint (other than your Security Credentials themselves) as required by regulation 18(4) of the EFT Regulations.

B8.5Notification, investigation and remedies. You must notify the Bank of any error in a statement or any suspected Unauthorised Transfer in writing within fifteen (15) days of the date of the statement on which it first appears, as required by regulation 19 of the EFT Regulations, and in any event within the Verification Period, setting out the reasons for your belief and the information listed in regulation 19(2), and the Bank may require written confirmation of any oral notification within ten (10) Business Days. The Bank will investigate every such complaint in accordance with its published complaints procedure, will report the result of its investigation to you within seven (7) Business Days of receipt or, where it is unable to complete the investigation within that time, will inform you of the need for an extension not exceeding fifteen (15) Business Days from the date the complaint was lodged, and, where it determines that an error occurred, will apply the remedy required by regulation 21 not later than ten (10) Business Days after receipt of the complaint. Where the Bank determines that no error occurred, that the error was different from that described, or that you are liable under Section B8.2, it will on request provide a written report of its findings and copies of relevant evidence (other than information affecting the security of the Bank or its systems). The Bank may suspend the Account or Channel pending its investigation and may reverse any provisional credit if its investigation shows that you are liable.

B8.6Bank's liability for errors in execution. The Bank is liable in accordance with regulations 13 and 16 of the EFT Regulations for the actual damages proved to have resulted from an error in the execution of an electronic funds transfer that was caused by the Bank, and is not liable, in accordance with regulation 15, where its act or failure resulted from force majeure or circumstances beyond its control despite reasonable care, from a technical malfunction known to you at the time, from insufficient funds or an exceeded credit limit, or from an electronic terminal having insufficient cash. The Bank's liability for any such error is limited to the amount necessary to correct the error and to restore the Account, together with any fees or interest directly attributable to it, and Sections 32 and 33 of Part A apply. Where you should have been aware that a system or terminal was unavailable or malfunctioning, the Bank's responsibility is limited to correcting the entry on the Account and refunding any charge for the transaction.

B8.7Non-electronic transactions. This Section B8 applies only to electronic funds transfers within the meaning of the EFT Regulations. Liability for cheques and other paper Instruments, passbook withdrawals and Instructions given otherwise than electronically is governed by Sections 13, 17 and 29 of Part A.

B9. ADMINISTRATORS, DELEGATED USERS, SHARED ACCESS AND LINKED ACCOUNTS

B9.1A Business Customer may designate one or more administrators ("Administrators") who are authorised to enrol, create, modify, suspend and delete other users ("Users"), to assign to each User access rights, functions and transaction limits, to register payees and to configure the Business Customer's use of the Electronic Banking Services. The designation of an Administrator, any change in the identity of an Administrator, and any change in the extent of an Administrator's authority, shall be made only by a resolution of the Business Customer's board of directors or governing body (or, in the case of a partnership or unincorporated body, by all the partners or persons authorised under the Mandate) in the form prescribed by the Bank, certified in accordance with Section 4.1 of Part A, which shall identify the Administrator(s), state the extent of the authority conferred on them (including any transaction limits and whether they may create Users and assign access rights) and record the person(s) by whom the authority is conferred. The Bank shall not be obliged to act on any request to appoint, replace or remove an Administrator, or to vary an Administrator's authority, that is made by an existing Administrator or User alone, and may continue to rely on the Administrators last notified to it in that manner until it has received and had a reasonable opportunity to act upon a new certified resolution. The Business Customer is solely responsible for the selection and supervision of its Administrators and Users, for the access rights assigned to them, for maintaining appropriate internal controls (including segregation of duties and dual authorisation where available), and for promptly removing the access of any person who ceases to be authorised.

B9.2The Bank is entitled to treat every Electronic Instruction authenticated with the Security Credentials of an Administrator or User as an Instruction of the Business Customer given in accordance with the Mandate, whether or not the Administrator or User is an Authorised Signatory, and whether or not the User has exceeded any internal authority or limit set by the Business Customer, and the Business Customer shall be bound by it. The Business Customer agrees that the assignment of access rights and limits to a User by an Administrator through the Channel, within the authority conferred on the Administrator under Section B9.1, constitutes a valid variation of the Mandate for the purposes of the Electronic Banking Services.

B9.3The Business Customer warrants that each Administrator and User has been duly authorised by it, has consented to the collection and use of his or her personal information by the Bank, and has been made aware of and will comply with this Part B. The Business Customer shall indemnify the Bank against all loss arising from any act or omission of an Administrator or User.

B9.4The Bank may, at its discretion, require that transactions above a specified amount, or of a specified type, be authorised by two or more Users, and may decline any Electronic Instruction that has not been so authorised, and may require that the creation of a User, any change to an Administrator's or User's access rights or limits, or any other administrative change be initiated by one Administrator and approved by another before it takes effect, where the Bank makes such a facility available.

B9.5Where a Business Customer uses any host-to-host, file upload, bulk payment, application programming interface or similar facility, the Bank may require a separate agreement and the Business Customer is responsible for the content, format and accuracy of every file or message submitted.

B9.6Shared access for Personal Customers. Where the Bank makes the facility available, a Personal Customer may, through the Channel, grant a third party (a "Shared Access User") view-only or limited transactional access to specified Accounts using that person's own Security Credentials, subject to any role, function and limit restrictions offered by the Bank. A Shared Access User is your agent for the purposes of the Electronic Banking Services only; the appointment does not extend to branch or telephone services, does not make the Shared Access User an Account Holder or Authorised Signatory, and is separate from and subject to any power of attorney or Mandate. You are solely responsible for the level of access you grant, for monitoring the Shared Access User's activity and for revoking access when it is no longer required, and you shall be bound by, and shall indemnify the Bank against all loss arising from, every act or omission of a Shared Access User, whether or not within the authority you intended to give. Transactions scheduled by a Shared Access User before revocation will continue to be processed unless cancelled by you.

B9.7Linked accounts of other persons. The Bank may, in its discretion, permit you to include within your online profile an Account held by another person or entity (including a Connected Person or, in the case of a Business Customer, the personal Accounts of its principals or the Accounts of an affiliated business). If the Bank does so: (a) you represent and warrant that the other person has authorised you to access and operate its Accounts through the Channel to the same extent as if you were the Account Holder, and you shall provide the Bank with written confirmation of that authority in the form the Bank requires; (b) every reference in the Agreement to you shall be read as a reference to you and to each other person whose Accounts are included; (c) each Administrator, User and Shared Access User authorised by you may access and operate the included Accounts to the same extent as your own; (d) you and each such other person are jointly and severally liable to the Bank for all obligations under the Agreement in respect of the included Accounts; and (e) you shall notify the Bank immediately if that authority is revoked or varied. The inclusion of an Account held in a fiduciary capacity in any profile is subject to Section 4.6 of Part A.

B10. FEES, SUSPENSION AND TERMINATION OF ELECTRONIC BANKING SERVICES

B10.1The fees and charges for the Electronic Banking Services and for transactions conducted through them are set out in the Fees Schedule and may be debited to any of your Accounts. You are responsible for all charges of your internet, telecommunications and device providers.

B10.2You may terminate your use of the Electronic Banking Services, or remove any Account or User from a Channel, by written notice delivered to the Bank at its head office or by e-mail to the address published by the Bank for that purpose, or through the Channel where that function is available. Termination takes effect on the date on which the Bank confirms it, by post or electronically, and until then you authorise the Bank to complete any Electronic Instruction received, and you remain responsible for every transaction (including scheduled and recurring transactions initiated by you or any User) effected before termination takes effect. On termination all scheduled and recurring Electronic Instructions set up through the Channel are cancelled, your access is revoked, and you must make alternative arrangements to operate your Accounts, which remain subject to Part A; the Bank is not liable for any loss arising from the inability to process transactions after termination.

B10.3The Bank may suspend, restrict or terminate your access to any Channel, Service, function or Account, or the access of any User, in whole or in part, at any time, with or without notice, including where the Bank considers it necessary for security, fraud prevention, legal, regulatory or operational reasons, where you have not accessed the Channel for such period as the Bank may specify, where any Account linked to the Channel is closed, dormant or suspended, where you are in breach of this Part B, or where the Bank ceases to offer the Channel or function. The Bank is not obliged to reinstate access, and any reinstatement shall be subject to the terms then in force.

B10.4The closure of all Accounts linked to a Channel, or the termination of the Agreement, shall automatically terminate your access to the Electronic Banking Services.

B10.5On termination you shall delete the Bank's application from your devices and destroy any token or other security device issued by the Bank.

B11. DISCLAIMERS AND LIMITATION OF LIABILITY FOR ELECTRONIC BANKING SERVICES

B11.1The Electronic Banking Services, the Bank's website, application and content are provided "as is" and "as available". To the fullest extent permitted by Applicable Law, the Bank makes no representation or warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, timeliness, security or availability, and does not warrant that the Electronic Banking Services will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the website, application or any communication from the Bank will be free of viruses or other harmful components.

B11.2Without limiting Section 32 of Part A, the Bank shall not be liable for any loss, damage, cost or expense arising from or in connection with:

1. (a)any unavailability, interruption, delay, malfunction, error or failure of any Channel, or of any computer system, software, network, telecommunications service, internet service, application store, device, automated teller machine or point-of-sale device, whether belonging to the Bank or to any third party;
2. (b)the Bank acting on any Electronic Instruction authenticated in accordance with the Security Procedure, or declining or delaying to act on any Electronic Instruction in accordance with this Part B;
3. (c)any unauthorised access to, or interception, alteration, loss or corruption of, any data, Instruction or communication in transit or on your device, or any virus, malicious software or attack affecting your device, except to the extent caused by the Bank's gross negligence or wilful misconduct;
4. (d)any information obtained from, or any act or omission of, any third-party website, service or application that is linked to or accessible through a Channel, including any financial management or account aggregation software to which you have provided your Security Credentials, which you use at your own risk and in breach of Section B4;
5. (e)any act or omission of any payee, biller, Payment System, mobile network operator, wallet provider or other third party;
6. (f)your failure to comply with this Part B, to keep your device and software up to date, or to give an accurate and complete Electronic Instruction; or
7. (g)any event or circumstance beyond the Bank's reasonable control, including those described in Section 32.5 of Part A.

B11.3The Bank's total liability in respect of any transaction conducted through the Electronic Banking Services shall in no circumstances exceed the amount of that transaction, the Bank shall not be liable for any amount in excess of it, and in no event shall the Bank be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, business, opportunity, goodwill or data, arising from or in connection with the Electronic Banking Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not foreseeable.

B11.4You shall indemnify the Bank in accordance with Section 33 of Part A against all loss, liability and expense arising from your use of the Electronic Banking Services, from any breach of this Part B by you or any User, and from any claim by a third party arising from your use of the Electronic Banking Services.

B11.5Nothing in this Part B excludes or limits any liability that cannot be excluded or limited under Applicable Law, and Section 32.6 of Part A applies to this Part B.

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