General Terms and Conditions

1. Definitions

1. In addition to the defined terms contained elsewhere in this Agreement, the following words shall have the following meanings:

Access Terminal means any device, including without limitation a computer, used by the Account Holder or any Authorized Signatory to access an Account or other Bank services or products.

Account means any account, whether opened now or in the future, maintained by the Account Holder with the Bank in its name or on its behalf, including any Joint Account, from time to time.

Account Holder/You/Your means the individual or the company, partnership, limited liability partnership, club, society, association, sole practitioner, trust or other body whose name the Account is held in as per the completed Application Form, including any Joint Account Holder as defined within this Agreement.

Agreement means the present terms and conditions for the opening and operating of an Account and any Supplemental Agreement. 

Application Form means a properly completed and duly signed application form (in the form prescribed by the Bank and found as Application to Open an Account) submitted by the Account Holder to the Bank for the purpose of applying for an Account, as amended by the Account Holder from time to time in accordance with this Agreement.

Authorization means any authorization, consent, approval, resolution, licence, exemption, filing, notarization or registration which may be needed by the Account Holder and/or any Authorized Signatory to give Instructions to the Bank.

Authorized Overdraft means an arrangement between the Bank and the Account Holder whereby the former may, through an arrangement with a Correspondent Bank, arrange for a credit line to be provided to the Account Holder up to a specified maximum amount, such arrangements to be entered into purely at the discretion of the Bank in accordance with these General Terms and Conditions and charging such levels of commission as the Bank deems fit.

Authorized Signatory means for each Account, each individual designated and whose name and signature have been certified by the Account Holder to the Bank as a person who is authorized to give instructions or otherwise conduct banking activities on behalf of the Account Holder in accordance with this Agreement and any executed Application Form.

Bank/Us/We means Foxbit Bank Ltd., an exempted company incorporated under the laws of the Dominica and registered as a category “B” bank under the Banks and Trust Companies Law (as amended) of the Dominica, having its registered office at Imperial Road, St Paul, Canefield,  Dominica.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Dominical.

Correspondent Bank means a bank, central depository or clearing system selected by the Bank, at its sole discretion, with which it enters into an agreement by which it may undertake various transactions, deposits or other actions on behalf of the Account Holder, either on the Instruction of the Account Holder or by the Bank exercising any discretionary management expressly granted to it in relation to the Account or otherwise in accordance with this Agreement.

Deposit means cash, assets, securities or any financial instruments held by the Bank on behalf of the Account Holder.

Instructions means any written instructions provided by the Account Holder or any Authorized Signatory, and received by the Bank directly via email or fax and/or through Remote Banking Services (with or without a Security Code).

Joint Account means an Account opened by two or more individuals or entities as co-holders in accordance with the Bank’s Joint Account terms under Clause 6.

Law means the laws of the Dominica from time to time in force.

Remote Banking Services means all present and future services offered directly or indirectly by the Bank through any Access Terminal or other transactional, communication or information system, including all internet banking and all other electronic or automated services, as governed by the Terms and Conditions for Remote Banking Services, attached at Appendix 4.

Security Code means any Account Holder identification code, including any PIN (personal identification number), password, digital certificate, token or security device, access code, logon user name or other identification or memorable data, which permits the Account Holder or any Authorised Signatory access to an Account, Remote Banking Services or other Bank products or services.

Supplemental Agreement means any set of terms and conditions supplemental to, and forming an integral part of, this Agreement, each of which regulates the supply by the Bank to the Account Holder of various banking services, including without limitation those relating to the provision by the Bank of financial services, credit card or Remote Banking Services to the Account Holder, as amended from time to time. Each Supplemental Agreement must be signed by the Account Holder in order for the Bank to provide the underlying services.

Unauthorized Overdraft has the meaning prescribed under clause 13.3.

1.2 All headings are for convenience only and may be ignored when interpreting the Agreement as a whole or any of the Terms and Conditions;

1.3 References to You or Us include their respective successors in title, assigns and transferees.

1.4 Any reference to hours is intended to be a reference to Dominica time.

2. Your Account

2.1 The Account Holder hereby applies to open an account with Us and, unless agreed otherwise in writing, agrees that this Agreement shall govern all Accounts, whether opened now or in the future and all relationships between the Bank and the Account Holder, whether entered into now or in the future.

2.2 This Agreement applies to each Account held by You with the Bank and sets out the obligations between You and Us. 

2.3 The Account Holder agrees to use the Account in accordance with this Agreement and only for lawful commercial banking purposes and/or business consistent with generally accepted community standards of conduct or propriety. The Bank reserves the right to investigate illegal or improper use of any Account and may, without notice, close, suspend or limit an Account or otherwise limit or cancel services to ensure compliance with this Agreement or any applicable laws.

2.4 Unless a written agreement is in force between the Bank and the Account Holder through which the Account Holder expressly grants the Bank discretionary management authority over some or all of the Account Holder’s Deposits, the Bank’s role shall be that of a simple Account provider and, in the absence of any gross negligence committed the Bank, it shall

therefore not incur liability on account of its having executed Instructions received from the Account Holder.

2.5 The Account Holder further agrees to use all Accounts, any product or service and Remote Banking Services in accordance with any Supplemental Agreement or service guide or user manual issued by the Bank from time to time. If there is a conflict between this Agreement and any Supplemental Agreement, service guide or user manual or other materials, this Agreement will always prevail unless otherwise stated and agreed by the parties.

2.6 The Account Holder acknowledges that the Bank does not lend money. The Bank can at its own discretion lend money to the Account Holder through a written agreement between the Bank and a Correspondent Bank.

2.7 Unless otherwise agreed in writing between the Bank and the Account Holder, the Bank shall not use any Deposit of an Account Holder for any purposes. The Bank and the Account Holder hereby agree and acknowledge for the avoidance of doubt that any Deposit held by the Bank on behalf of the Account Holder shall be off the balance sheet of the Bank and the Bank shall at all times trade through a Correspondent Bank on behalf of the Account Holder.

3. The Account Holder 

3.1 The Account Holder represents and warrants that (i) it has the power to enter into, perform and deliver, and has taken all necessary action (including under its corporate constitutional documents, if applicable and as attached at the Application to Open an Account) to authorize its entry into, performance and delivery of this Agreement, (ii) the Authorized Signatory to this Agreement has full power and authority to bind the Account Holder, and (iii) all Authorizations necessary for the entry into, performance and delivery of this Agreement have been obtained or effected and are in full force and effect.

3.2 The Account Holder undertakes to inform the Bank promptly of any change in (i) its legal capacity, (ii) its form or structure, (iii) the powers of the persons authorized to bind it or the names of any Authorized Signatory, (iv) its marital property scheme, domicile, residence or nationality, and (v) any merger, demerger or partial contribution of deposits, transfer of funds or business or other transactions concerning the Account Holder.

3.3 If the Account Holder should die, become incapacitated, be wound-up, cancelled or liquidated and the Bank is not informed thereof, the Bank will not be held liable for maintaining the Account’s active status under the signature(s) of any Authorized Signatory and the Account Holder or their estate shall assume full liability thereof.

3.4 The Account Holder acknowledges that the Bank shall not be held liable for the consequences of any false declaration, falsification, fraud or corrupt practice willfully or negligently made by the Account Holder or any Authorized Signatory in relation to the Account and its operation, the Remote Banking Services, and any Instruction, product or service.

4. Instructions

4.1 The contact details and signatures of the Account Holder and any Authorized Signatory shall be provided by the Account Holder in the form set out in Appendix 1 (the “Signature Card”) and together with any Instructions, sent to the Bank either by fax and/or e-mail and/or through Remote Banking Services (with or without a Security Code) will be accepted by the Bank as being accurate and valid unless and until revoked in writing by the Account Holder. Requests to amend the Account details contained in the Application Form must be in writing and signed by all Account Holders. In the case of a body corporate, partnership or a trust account any Instruction must be accompanied by any necessary corporate authorisations. 

4.2 The Bank will not accept a third party to operate the Account as an Authorized Signatory unless the Account Holder has

properly completed and duly signed all forms required for authorization purposes. Any Authorized Signatory is bound by the same requirements as the Account Holder under this and any Supplemental Agreements, including, but not limited to the requirement under clause 37 below regarding US Persons.

4.3 The death of a sole Account Holder will automatically terminate any Application Form together with any authority granted thereunder to any Authorized Signatory. Upon the death of a sole signatory to a corporate Account, the Account will be frozen until such time as appropriate confirmations and/or resolutions are received to the satisfaction of the Bank appointing further Authorized Signatories. 

4.4 The Bank may, in its sole discretion, establish another account in the event that the Account is in debit at the date of the death of the Account Holder, and will provide the personal representatives of the deceased Account Holder with notification at the time if this is the case.

4.5 In any case where there are insufficient funds in the Account to pay any fees or expenses due and owing to the Bank, the Bank will be entitled, without notice, to sell any of the Deposits of the Account Holder that are held by the Bank at its sole discretion in order to pay such fees and expenses. Should the Account Holder have no deposits held with the Bank to be sold and no further funds are transferred to the Account, the Bank will be entitled to automatically close the Account and terminate the relationship immediately without further liability on its part.

4.6 Regardless of any entry or amendment in any trade register or other publication, the signatures and signing powers which have been provided to the Bank on the signature card on the Application Form or in any other form in writing, shall remain valid with respect to any written Instructions received by the Bank from the Account Holder or any Authorized Signatory until otherwise notified in writing by the Account Holder and acknowledged by the Bank.

4.7 The Bank agrees to execute any Instruction received from the Account Holder or other Authorized Signatory that has been conveyed to the Bank in writing, by e-mail, by fax or electronic message, including by Remote Banking Services in accordance with the Supplemental Agreements at Appendices 3 and 4 to this Agreement. The Bank may request written confirmation of such Instructions and, at any time in its sole discretion, is entitled to suspend or refrain from the execution of any Instruction pending receipt of such confirmation.

4.8 The Bank reserves the right to refuse to act on or reverse any Instruction or accept documents in the Bank’s sole discretion, including but not limited to circumstances when the Instruction:

(i) is not properly given in accordance with this Agreement or then current Bank policies and procedures, including the Bank’s Anti-Money Laundering policies and procedures;

(ii) cannot be processed or completed due to system malfunction, delay or any other cause beyond the Bank’s reasonable control;

(iii) will cause an Account balance, or any Authorised Overdraft limit being provided by a  Correspondent Bank, to be exceeded;

(iv) is a payment to a transferee, financial institution, business or other person who does not accept the transaction, including a Correspondent Bank; or

(v) involves any Account that the Bank considers inactive.

4.9 The Account Holder acknowledges that it understands the risks inherent in the means of communication under 4.8 above, including the risks of misinterpretation by the Bank and/or misidentification of the order-giver, which it assumes without reservation and, in the absence of any gross negligence by the

Bank, in respect of which it gives the Bank full and complete discharge.

4.10 The Bank reserves the right, at any time and at its sole discretion, to refrain from executing any Instruction given by the Account Holder or any Authorized Signatory.

4.11 If the Bank seeks to verify signatures or the validity of any Instructions and is unable to do so to its satisfaction, the Bank may delay acting upon the Instructions and, notwithstanding any other provision of this Agreement, the Bank shall not be liable for any loss suffered as a result thereof. Nothing in this Agreement and no verification or attempted verification by the Bank of any Instruction, signature or Security Code will obligate the Bank in future to do the same or cause a waiver of any rights under this Agreement.

4.12 The Account Holder will (i) bear the risk for all unauthorized Instructions including from any Authorized Signatory, employee, director or officer, representative or agent, or any person who purports to be one of the foregoing and (ii) hereby agrees to indemnify the Bank and hold it harmless from all losses and liabilities and expenses arising from any unauthorized Instruction.

5. Purchase and Sale of Securities

5.1 Unless otherwise decided between the parties, it is agreed that the provisions of this Agreement shall apply to all categories of financial instruments and/or all categories of transferable securities (as defined by the Security Investment Business Law) traded in by the Bank through a Correspondent Bank on behalf of the Account Holder.  

5.2 The Account Holder hereby acknowledges that it will, independently and without reliance on the Bank, make its own credit, financial risk and overall business analysis and decision in the purchase and sale of securities. The Account Holder also recognizes that the Bank is not acting as fiduciary or an advisory for the Account Holder under this Agreement or in respect of any transaction pursuant to this Agreement. The Bank neither warrants nor guarantees payment of principal and/or interest on any investments made under this Agreement.  

5.3 The Account Holder confirms that the Account Holder’s right to any securities purchased under this Agreement is subject to the receipt of cleared funds by the Bank.  The Bank will not be obliged to settle any transaction pursuant to this Agreement if it does not have possession of such cleared funds or it is otherwise unable to settle the transaction as a result of circumstances outside its reasonable control. 

5.4 The Bank has analyzed the Account Holder’s financial position on the basis of the information received from the Account Holder, including its investment experience and its objectives in relation to the services requested. The Account Holder acknowledges that it is deemed to have the expertise and resources required to evaluate the various aspects of any transactions it may ask the Bank to carry out under the Agreement and the specific risks that such transactions may entail.  The Account Holder has been informed that no prior information shall be provided to it concerning the financial instrument transactions it has asked the Bank to carry out unless it has expressly requested such information.  Even where such information is provided by the Bank the Bank is not providing such information by way of recommendation or advice. The Account Holder undertakes to inform the Bank of any change in its personal circumstances which may affect its ability to assess the nature of the transactions it requests or the specific risks that such transactions may entail.

5.5 The Account Holder acknowledges that the price of investments depends on fluctuations in the financial markets and is outside of the Bank’s control. Past performance is no indication of future performance. The risk of default of the issuer of the securities shall specifically be assumed by the Account Holder.

The Account Holder hereby empowers the Bank, which is agreeable thereto, to administer the portfolio of registered transferable securities entered in the issuer’s books, through the Correspondent Bank, and reproduced in the Account. By virtue of the said power, the Bank shall perform administrative functions on behalf of the Account Holder, including collection of income subject to the Appendix of Standard Fees.

5.7 Conversely, acts of disposal, such as capital subscriptions, securities settlements or cash settlements, shall be performed only on the Account Holder’s specific Instructions, with the Bank being entitled to assume the Account Holder’s tacit agreement for certain transactions in keeping with normal practice defined by the Bank at its own discretion. 

5.8 The dividends and other income collected by the Bank on the securities held on behalf of the Account Holder shall be credited, as applicable, to the Account as soon as reasonably practical after the Bank receives the sums or income in question, subject to the Appendix of Standard Fees.

5.9 The Bank shall inform the Account Holder of the transactions to which the securities give entitlement, via a simple notice, whenever a decision is required, thus enabling it to exercise the rights attached to the securities entered in the custody books. The information communicated to the Account Holder shall be limited to events which affect the rights attached to the securities and shall not include events which may affect the life of the issuing company. Information can only be made available to the Account Holder if the Bank is aware of the events in question. The Bank is considered to be aware of the events in question only if the Correspondent Bank holding the securities informs the Bank of their existence.

5.10 When the Bank is responsible for the custody and administration of the securities or instruments registered in the Account Holder’s name, it merely assumes the obligation to hold Deposits on behalf of the Account Holder. It shall not be held liable for any problem or difficulty affecting the issuer of the security or instrument and shall not be held accountable if the issuer becomes insolvent or is placed in receivership, given that such events are completely alien to it.

5.11 In the event that the Account Holder wishes to sell the security/instrument, the Bank will not repurchase the same but may, at its sole discretion and on a best efforts basis and working together with the Correspondent Bank, seek to sell the same on behalf of the Account Holder at prevailing market rates, subject to the Appendix of Standard Fees.

5.12 The Account Holder may instruct the Bank to dispose of its securities at any time, subject to the terms of the securities or investments and save for any instance of contractual, judicial or legal inalienability which may affect them. The Bank shall not record any transaction in the Account Holder’s account which does not conform to its Instructions. The securities may not be used by the Bank unless this is necessary under the market rules to ensure the proper settlement of the transactions in the relevant markets. In this eventuality, the Bank shall ensure so far as is reasonably practical that such transactions do not affect the Account Holder’s right to dispose of its securities. 

5.13 If the Account Holder has agreed with the Bank to give management authority by way of a separate written agreement and the Bank has agreed to the terms thereof, the provisions thereof shall supplement this Agreement. In the event of a conflict, the provisions of the written agreement setting out the terms of the management authority shall prevail.

5.14 The Account Holder undertakes to abide by the rules and regulations applicable to the markets on which any orders for securities are placed and in relation to which Instructions are given to the Bank. Such orders shall be conveyed in accordance with the provisions of this Agreement and in keeping with customary market practice. The Bank may refuse any order which does not conform to the practices and regulations applicable in the market in which it is to be placed or which is to be placed on a foreign market on which it does

not usually trade. Any Deposits made and/or deliveries of securities shall take place in accordance with the regulations and practices applicable in the markets on which the securities are subscribed or traded.  

5.15 The Account Holder states that it is fully aware of the operational rules and mechanisms of the markets on which Instructions are given for its orders to be placed and that it shall ensure that any amendments made to the said operational rules are complied with. It states, inter alia, that it is aware of and accepts the risks inherent in the transactions processed on those markets on account of their speculative nature or any lack of liquidity The Account Holder states that it accepts those risks. The Bank’s involvement in the conveyance and execution of the Account Holder’s orders shall not mean that it has made any evaluation of their appropriateness, this being the sole responsibility of the Account Holder.

5.16 The Account Holder acknowledges that, for execution of any securities purchase order, the Bank may, in keeping with normal practice to be defined by the Bank at its own discretion and pursuant to the applicable regulations, buy securities on the market for the Account Holder’s account or transfer to the Account Holder ownership of securities held by the Bank or bought by the bank for its own account subject to the Appendix of Standard Fees and spreads on bid ask provided by the Bank.

5.17 The Bank may, at any time, demand full guarantee in cash or securities and refuse to execute any order where it may deem inappropriate. Unless otherwise agreed expressly in writing, the Account Holder undertakes to fund 100% of every transaction in cash. The Account Holder hereby allocates all Deposits in its Account with the Bank to cover its securities transactions carried out by the Bank. The Bank may, at any time, if it so wishes, transfer from any Account in credit in its books, to a special frozen account, the sum required for the totality of each current transaction. Failing such a provision, the Bank is authorized to order the Correspondent Bank to repurchase the securities sold and not delivered or to resell the securities bought and not paid for, without prior notice, at the Account Holder’s expense and risk and to debit the corresponding sums to its Account.

6. Joint Accounts

6.1 In the case of a Joint Account, unless the Account Holder notifies the Bank to the contrary in writing, the Bank will treat all Account balances as being jointly owned, legally and beneficially, by the Account Holders (the “Joint Account Holders”).  The Bank is also entitled to assume that the Account Holders have agreed that, on the death of one of the Joint Account Holders, the funds standing to the credit of the Account shall accrue for the benefit of the surviving Joint Account Holder(s).

6.2 Any obligation or liability incurred by the Joint Account Holders to the Bank shall be joint and several. Subject to any restriction contained within the Application Form, the Bank is authorized to act on the Instructions provided by any one or more of the Joint Account Holders.

6.3 The Joint Account Holder(s) (or their survivor, or survivors if there are more than two Joint Account Holders) shall notify the Bank immediately upon the death of one of them and the Bank shall be entitled to call for and rely upon such evidence of death as it may deem fit. The Bank shall deal with Joint Accounts in accordance with the written Instructions of the surviving Joint Account Holder(s).

6.4 Remittances received in favor of an individual Joint Account Holder will automatically be credited to the Joint Account, unless a separate Account exists in the sole name of such Joint Account Holder, or unless the Bank has received prior written instructions to the contrary.

6.5 The Bank disclaims all and any liability in respect of any action, proceedings, costs, claims, demands and liabilities whatsoever (whether legally enforceable or not) both now or in the future on the part of any person, association or body corporate in respect of the provisions of this clause.

6.6 In the case of a Joint Account, each Joint Account Holder shall be entitled to all rights and assume all obligations associated with or arising in connection with the Account. The Bank shall be entitled to assume that each Joint Account Holder is permitted to sign singly unless otherwise agreed in writing with the Bank.

6.7 The Bank is entitled to assume, without further investigation, that each Joint Account Holder has unlimited authority to perform any transaction and sign any document in connection with the Account and that any such actions are consistent with his/her signing powers. By so doing, each Joint Account Holder binds the others jointly and severally vis-à-vis the Bank.

6.8 Any Authorized Signatory binds all the Joint Account Holders regardless of which Joint Account Holder granted them the authorization.

7. Communications from the Bank

7.1 The Account Holder agrees that the Bank will use electronic means as the primary method of communication with the Account Holder or any Authorized Signatory, including via Remote Banking Services or on its website. Any fax and/or electronic mail or other electronic message sent to the Account Holder or any of its Authorized Signatory(ies) will be deemed to have been delivered immediately upon the date of transmission and/or sending if it has been sent to the specified number or address in the Application Form (or the most recent number or address notified to the Bank in writing). Any notice or communication that the Account Holder sends to the Bank by e-mail, by facsimile or be electronic message is subject to the conditions set out in the separate form named “Authorization for Orders Given by Fax and/or E-mail” attached at Appendix 3.

7.2 Any post sent to the Account Holder will be deemed to have been delivered by the seventh Business Day following the date of posting if it has been sent to the address for correspondence nominated in the Application Form (or the most recent address notified to the Bank in writing). The date shown on any document sent by the Bank shall be deemed to be the date of dispatch.

7.3 The Bank shall be entitled, but not obliged, to contact the Account Holder at any other address at which it believes it may reach it, using whatever means of communication it considers appropriate.

7.4 Where there is more than one Account Holder, communications from the Bank may be validly delivered to any Account Holder, the Account Holders having given each other an irrevocable authority to accept delivery as amongst themselves.

7.5 If any communication is returned to the Bank with an indication that the addressee is unknown at the address indicated or no longer resides there, the Account Holder takes full responsibility of the delivery failure and the Bank is released from any liability that any delivery failure may cause and is under no obligation to investigate further. 

7.6 Furthermore, the Account Holder authorizes its correspondence to be held by the Bank, thus it shall be deemed to have been dispatched and received by the Account Holder on the date indicated thereon, even if the Account Holder is unaware of it and if such correspondence contains formal notices, information concerning delivery times or any other communication having unfavorable effects for the Account Holder. Correspondence which has not been collected may be destroyed one year after the date indicated thereon. Thereafter, the Account Holder may obtain a photocopy thereof from the Bank’s archives at its own expense.

7.7 If the Account Holder does not receive a communication within the time allotted for that purpose, it shall inform the Bank thereof as soon as possible.

7.8 The Bank assumes no liability for losses, errors or delays attributable to its Correspondent Banks or in relation to the use of means of communication, transmission or transport that use the services of public bodies or private firms, save to the extent any losses, errors or delays due to the negligence of the Bank.

8. Statements of Account

8.1 Upon the request of the Account Holder and subject to the Appendix of Standard Fees in force from time to time, the Bank may provide the Account Holder with regular statements of account, on either monthly or quarterly bases unless otherwise agreed from time to time. The Bank will send confirmation of any transactions carried out on behalf of the Account Holder by electronic communication. Upon the written request of the Account Holder and subject to the Appendix of Standard Fees in force from time to time, the Bank can provide by courier, in hard-copy, confirmations of executed Instructions or other information regarding the Account, at an additional cost to the Account Holder.

8.2 The above Account statements shall be deemed accurate and approved by the Account Holder if no objection is raised with the Bank within thirty calendar days of their date of dispatch by any communication means.  Confirmations, statements or notices from the Bank in respect of which the Account Holder has not made a complaint within thirty days of their date of dispatch shall be deemed to have been accepted and approved.  The Bank may rectify any clerical error it has made at any time.

8.3 For its valuation of Deposits of the Account Holder, the Bank shall be entitled to select such source as it deems reliable without being required to verify such source further, even should there be significant value variances between different sources for the same Deposit.

9. Account Holder Complaints

9.1 Complaints made by the Account Holder in relation to the execution or non-execution of an Instruction must be sent in writing not later than thirty days after dispatch of the relevant complaint notice. If no complaint is made, the indications given in any notice shall, failing any manifest clerical error, be deemed accurate and the Account Holder shall be deemed to have approved the notice.

9.2 Any loss or other prejudicial consequences resulting from a late claim shall be borne exclusively by the Account Holder, it being agreed that the Account Holder is responsible in the event of fax transition, electronic mail receiving or courier failure.

10. Transfers

In the event of the name, heading or account number differing on any Instructions sent by the Account Holder to the Bank, the Bank shall incur no liability when transfers are credited or made in favor of the name, heading or number indicated.

11. Execution of Instructions

11.1 The Bank will accept Instructions only if made in writing, by facsimile or electronic mail, including by Remote Banking Services. No Instruction of any nature will be accepted for action if received orally.  The Bank reserves the right to refuse to execute Instructions where the Bank is unable to identify the Account Holder or any Authorised Signatory to its satisfaction or where the appropriate balance is unavailable on the Account(s) of Account Holder. Any liability arising from the refusal of the Bank to execute Instructions shall be borne by the Account Holder.

11.2 The Bank reserves the right to determine the means of execution for payment orders or transfer orders it receives from the Account Holder. When placing orders, the Account Holder is required to provide 100% of the proceeds to be disbursed by the Bank for the Deposits to be bought including any commission and to deliver 100% of the Deposits to be sold. The Account Holder hereby accepts that the Bank will provide no line of credit to the Account Holder and that it will not execute any orders which are not fully funded.

11.3 Any Instruction in relation to an order for securities must indicate the nature of the transaction (buy or sell), the name or details of the financial instrument to which the deal relates, the quantity, and, more generally, all the information required for the proper execution of the order. In cases where orders could be executed on several markets, the Account Holder must specify the market on which the order is to be executed. The Bank may request written confirmation of an order for securities at any time.

11.4 The Account Holder is solely responsible for sending Instructions to the Bank and the Account Holder’s attention is drawn to the possibility of unpredictable delays occurring between the moment when he issues Instructions, including any order for securities, and the time when the Bank receives that same order and the Account Holder accepts liability for any risk that arises in relation to such delay. 

11.5 In markets on which continuous quotations are provided, Instructions for orders for securities without a price indication which are received by the Bank and processed through the Correspondent Bank during trading hours shall be executed by the Correspondent Bank at the market price, unless trading on the said markets has been suspended. Outside trading hours, Instructions for orders for securities received without a price indication shall be executed by the Correspondent Bank at the first price quoted when the next trading session opens. In markets on which continuous quotations are not provided, Instructions for an order for securities with no price indication shall be executed at best, i.e. at the first price quoted after its receipt by the Correspondent Bank, through the Bank, and subject to availability. Instructions for orders for securities may be executed only on the basis of the availability resulting from market conditions and if they meet all the applicable legal, regulatory and contractual conditions.

11.6 In the event of non-execution or partial execution of orders for securities, the relevant rules laid down by the relevant regulated market’s supervisory authority shall apply. In the event of it proving impossible to convey an order, the Bank shall inform the Account Holder thereof within 48 hours. An order which could not be conveyed shall be deemed to have expired. It is incumbent on the Account Holder to issue a new order if he so wishes.

11.7 If limit orders, which remain valid until cancelled, are sent to the Bank during a calendar month, they shall be automatically cancelled at the end of that calendar month if they have not been executed or partially executed. It is incumbent on the Account Holder to issue a new order at the beginning of the following month if he so wishes.

11.8 The Bank shall issue written confirmation by e-mail, fax, or posting at its NetBanking to the Account Holder as soon as practicable after receiving confirmation of an order’s terms of execution.

11.9 The Account Holder or an Authorized Signatory may provide Instructions to the Bank to request that a standing order be established on an Account. Such Instructions will remain in effect until the Business Day following receipt by the Bank of written revocation thereof. The Bank may at its sole discretion cancel a standing order if there are insufficient funds in the relevant Account to complete the standing order on 3 (three) occasions. If the Bank in its sole discretion honours the standing order such that a negative balance is created in the Account, unless the Account Holder has an Authorised Overdraft the negative balance shall be treated as an

Unauthorised Overdraft in accordance with the relevant provisions of this Agreement, and the Bank will not be obliged to notify the Account Holder of the creation of such an Unauthorised Overdraft.

11.10 The Bank reserves the right:

1. to refrain from executing orders which cannot be conveyed to its Correspondent Bank at the proper time on account of local practices;
2. to refrain from acting upon Instructions from the Account Holder if the execution of such Instructions would contravene the provisions of the regulations governing financial relations with other countries in force on the day of the transaction in question, it being understood that the Bank shall not be held liable for such non-execution;
3. to refrain from executing a buy order for Deposits with the proceeds from the sale of other Deposits, until such proceeds have been received in full;
4. to refrain from executing a sell order for Deposits until they have been delivered in full;
5. to use the proceeds from a sale of Deposits to meet any obligation of the Account Holder towards the Bank, regardless of the nature of that obligation; and
6. as a general rule, to refrain from executing an Instruction if the Account does not contain sufficient funds or deposits for its execution.

11.11 The Bank may stipulate a minimum balance requirement for a particular type of Account and charge an administration fee where any such minimum balance is not maintained. The Bank reserves the right to decline to allow any withdrawal from the Account at its discretion.

11.12 The Account Holder acknowledges that the Bank does not offer certificate of deposits and offers instead third-party certificate of deposits and charges a commission as per the Bank’s Appendix of Standard Fees from time to time in force. Upon maturity of the third-party certificates of deposit, the Account Holder is responsible to instruct the Bank for the repurchasing of any new instruments. For the avoidance of doubt, the Bank will bear no liability whatsoever should the Account Holder not renew third-party certificates of deposits. 

12. Instructions to Stop Payments

12.1 The Bank will endeavour to effect Instructions to cancel any payment Instruction provided that:

(i) the Instructions shall be in writing and notice of at least one Business Day has been given; and

(ii) the Bank has not already processed the payment Instruction; or

(iii) the Bank has not advised the Correspondent Bank that it will make the payment.

12.2 The Account Holder agrees to indemnify the Bank in respect of all liabilities, expenses, costs or legal fees which the Bank may incur as a result of the cancellation or non-payment of any Instruction. The Account Holder shall have no claim against the Bank if an Instruction is honoured notwithstanding subsequent Instructions to the contrary.

13. Overdrafts

13.1 The Account Holder acknowledges that the Bank does not lend money. The Bank can at its own discretion lend money to the Account Holder through a written agreement between the Bank and a Correspondent Bank.

13.2 The Account Holder must always keep its Accounts in credit unless the Bank has agreed an Authorized Overdraft through a third party agreement with any other Correspondent Bank. Borrowing can, at the Bank’s discretion, be arranged by way of an Authorized Overdraft in respect of an Account. The Bank is entitled to require the Account Holder to provide appropriate security or other credit support satisfactory to the Bank in respect of an Authorized Overdraft. The Account Holder must not exceed any Authorised Overdraft limit without the Bank’s prior agreement.

13.3 The Bank has no obligation to honor any Instructions which would result in an Account on which an Authorized Overdraft has not been agreed becoming overdrawn or an Authorized Overdraft limit being exceeded (“Unauthorised Overdraft”). The Bank may honor such Instructions at its discretion. The Account Holder shall be deemed to have been asked for payment of an Unauthorized Overdraft at the time of its creation and the Account Holder must immediately pay enough money into the Account to cover the overdrawn amount or the amount that exceeds the Account Holder’s agreed Authorized Overdraft limit.

13.4 The Bank is under no obligation to permit any Authorized or Unauthorized Overdraft to continue and all Authorized and Unauthorized Overdrafts shall be repayable on demand. The Bank shall be entitled at any time at its discretion to reduce the Authorized Overdraft limit. The Bank bears no responsibility or liability in relation to any decision by the Correspondent Bank through which any Authorized Overdraft is arranged to withdraw, reduce the limit of, or alter the terms of the Authorized Overdraft. The Bank may, at any time and at its sole discretion, terminate the arrangement with the Correspondent Bank and, as a consequence, withdraw any and all Authorized Overdrafts previously made available to the Account Holder.

13.5 The Account Holder shall pay to the Bank fees and expenses which are charged at the Bank’s discretion in respect of the fees in relation to and arrangement of any Authorized Overdraft, including, without limitation, costs relating to drafting and negotiating the agreement with the Correspondent Bank, taxes and registration costs incurred or charged by the Bank in connection with the negotiation, preparation, investigation, administration, supervision or enforcement of the Authorized Overdraft with the Correspondent Bank or any related security. Payment of any charges charged by the Correspondent Bank regarding any Authorized Overdraft is the sole responsibility of the Account Holder.

13.6 The Bank shall not be regarded as having implicitly agreed to an overdraft or an increased Authorized Overdraft limit if the Bank honors and pays a check or other item issued by the Account Holder that causes an Account to be overdrawn or exceed any Authorized Overdraft limit.

14. Notification of Misuse

14.1 The Account Holder and any Authorized Signatory agree:

(i) at all times to use the Bank’s websites in accordance with the website terms and conditions as stated from time to time;

(ii) that any credits to an Account for Deposits may not be available for withdrawal until the Deposits have been made. Remote Banking withdrawals or transfers will be debited to the Account as of the time and date stated;

(iii) not to use Remote Banking Services to make any withdrawal, transfer or payment from an Account that exceeds the balance available on the Account or the unused balance of an Authorized Overdraft provided through any Correspondent Bank. Without limiting anything else in this Agreement, all security now or hereafter held by the Bank in respect of any amounts owed by the Account Holder to the Bank will also be security for any and all the Account Holder indebtedness arising from the use of Remote Banking Services and the Bank may at any time, without notice to the Account Holder, apply such security against any such indebtedness;

(iv) that the Bank may, without prior notice, change, discontinue or add to services, procedures, hours of operation and other attributes of the Account, the Remote Banking Services or the operation of the Bank itself;

(v) that Remote Banking Services are regulated by the Supplemental Agreement named “Terms and Conditions for Remote Banking Services”, as attached at Appendix 4 to this Agreement, and that the Bank will not be responsible for verifying the identity, confirming the authority of or verifying the accuracy of any Instructions received via Remote Banking Services. Furthermore, the Account Holder will not be liable for losses which result from unauthorised use of a Security Code after the Account Holder notifies the Bank in writing of suspected loss or compromise, provided the Account Holder did not contribute to unauthorised use, or the losses are due to intentional Bank errors or system malfunctions.

15. Receipt of Deposits

15.1 The Bank will accept Deposits in US Dollars and all major foreign currencies accepted by the Bank, subject to minimum balance requirements of the Bank and any further restrictions imposed by any Correspondent Bank. All Deposits made will be held by the Bank, though a Correspondent Bank, on behalf of the Account Holder and subject to the Instruction of the Account Holder.

15.2 Funds received by electronic transfer must quote the name of the Account Holder and the appropriate account number. All funds will be credited to the Account Holder’s Account with appropriate value on the next Business Day after the Bank identifies the Deposit. The Bank will accept no responsibility for any loss of interest if the Deposit is subject to any form of delay. 

15.3 Funds received in a currency for which the Account Holder does not maintain an account will, unless the Account Holder has given instructions to the contrary, be credited to an account held in the name of the Account Holder as felt appropriate by the Bank. This may mean that a transaction is undertaken to convert one currency to another and the cost of any such currency exchange will be borne by the Account Holder in accordance with Clause 19 below.

15.4 Any securities transfer must quote the name of the Account Holder and the appropriate account number. The Bank shall recognize any sale, transfer or assignment of the securities only when recorded in its custody books. The Bank reserves the right to refuse to make a book entry for securities issued and held in custody abroad, at its sole discretion. Conveyance of book-entry securities shall take place via transfer from one account to another. The Bank shall deposit all securities with the Correspondent Bank of its choice. The Bank is authorized to disclose to the Correspondent Bank, at its request, the names of Account Holders who hold securities accounts in its books.

15.5 Unless the Account Holder advises the Bank otherwise in writing, the Account Holder confirms that any Deposits credited to the Account are for the beneficial ownership of the Account Holder. The Bank reserves the right to decline accepting any Deposit at the sole discretion of the Bank.

15.6 The Account Holder acknowledges that the Bank does not accept any payments at the Bank’s counters.

15.7 The Bank may agree, at its sole discretion, that cheques may be deposited and accepted subject to clearance. If agreed, cheques must be payable to the Account Holder. All cheques are processed in accordance with “clearing house” rules in the country in which they are drawn. Foreign cheques are processed by agents of the Bank in those countries. The funds are not immediately available and value will be given only when the Bank has received confirmation from the Correspondent Bank of the Bank that the cheque or bank draft has been paid. The Bank will only accept cheques or bank drafts which the Correspondent Bank of the Bank accepts. The Bank may accept or reject cheques or bank drafts at its sole discretion, even when these are expressed to be payable to the Account Holder. 

16. Cash Deposit Withdrawal and Checks

16.1 In the Bank’s effort to fully and rigorously comply with Dominica anti-money laundering legislation, the Account Holder agrees that the Bank can reject any cash deposit and withdrawal. Furthermore, the Account Holder acknowledges that the Bank does not offer cheque services for its Account Holders as it concentrates on the business of private banking. The Account Holder acknowledges that the Bank uses primarily credit cards and wire transfers to transact money in the Bank and the Bank will suffer no liabilities for not providing cash withdrawal and cheque services. 

17. Charges, fees, interests and taxes

17.1 The Bank is entitled to charge a fee for any services provided to the Account Holder by either the Bank or the Correspondent Bank. The charging structure of the Bank is set out clearly in the Appendix of Standard Fees of the Bank, in force from time to time, which is available at the offices of the Bank when an Account is opened or will be provided upon written request to the Bank. The Bank reserves the right to introduce new charges, and the Account Holder will receive at least one month’s notice of any such amendments. The Bank is also entitled to amend charges in line with any additional or amended charges or fees imposed by any Correspondent Bank through which transactions are made on behalf of the Account Holder. Some charges will be debited to the Account at the time the service is provided, others are debited in arrears. The Appendix of Standard Fees states which method is used for each charge. The Bank does not issue advance notification of charges being debited. If You have any queries relating to charges after they have been applied please contact the Bank and the Bank will strive to resolve the problem to Your satisfaction. Please let the Bank know if You have not received a copy of the Appendix of Standard Fees of the Bank and the Bank will forward a copy to You.

17.2 In the event of any court order being presented to the Bank which obliges the Bank to constrain the use of the Account, the Bank reserves the right to act in accordance with any such court order, with any costs or expenses that the Bank may incur being borne by the Account Holder.

17.3 Subject to any written agreement between the Bank and the Account Holder, the following provisions shall apply:

1. the Bank holds cash on behalf of the Account Holder;
2. cash available on the any Account shall not bear interest;
3. any custody fee charged by the Bank will be based upon the Bank’s valuation of the Deposits of the Account Holder, subject to any amendment by the Correspondent Bank;
4. The Bank may at its own discretion place any cash held in custody in short term United States Governmental treasury bonds with immediate liquidity to protect the cash in custody from any counterparty risk;
5. transactions relating to this Agreement or resulting from the performance of special agreements shall, unless otherwise agreed, be subject to the Bank’s Appendix of Standard Fees, a copy of which the Account Holder acknowledges receiving and accepting;
6. the Bank is authorized to debit the Account all expenses, duties, disbursements, fees, taxes (inter alia, registration fees and process serving fees), commissions and incidental expenses arising directly or indirectly from this Agreement;
7. all payments associated with this Agreement must be made and shall be deemed full and final for the Account
   1. Holder only if made in the currency determined by the Bank for the payment in question pursuant to the provisions of this agreement.
   18. Multiple Orders

   18.1 If the Deposits available are insufficient for execution of the orders placed by the Account Holder’s Instructions, the Bank shall be free to refuse such Instructions or to execute, at its absolute discretion, only some of them, regardless of the value, the currency or the dates of dispatch or receipt.

   18.2 Should the total amount of the payment orders received by the Bank at any one time exceed the funds available on the Account(s), the Bank shall be entitled to determine in its absolute discretion which transactions are to be executed, regardless of the date of issue or receipt of payment orders.

   19. Accounts in Foreign Currencies

   19.1 The Bank can, at its own discretion, hold Deposits in foreign currencies on behalf of the Account Holder through Correspondent Banks, either in the country of the currency or elsewhere. Such Deposits are subject to the taxes, restrictions, deductions and laws and regulations applicable in the jurisdiction of the Correspondent Bank, or any other applicable jurisdiction. The Account Holder acknowledges that such Deposits are also exposed to the risks of force majeure, civil unrest or war, or other events beyond the Bank’s control and the Account Holder understands that it shall bear the legal and financial effects of all such events.

   19.2 The Account Holder cannot demand return of the Deposits in a currency other than that in which the Deposits were originally denominated.

   19.3 In the event of the currency concerned being unavailable, the Bank may, without being obliged to do so, return the funds after having converted them into an equivalent amount in US$ currency, with all losses and costs, including exchange losses and costs, being borne by the Account Holder.

   19.4 The Bank may validly fulfill its obligations deriving from accounts in foreign currencies by making credit or debit entries in the country of the currency with a Correspondent Bank. The Bank accepts no liability for errors, delays or other inconveniences caused by any correspondent bank selected by the Bank.  The Bank also accepts no liability as to the solvency of such correspondent bank.

   20. Credits and Debits in Foreign Currencies

   The Bank may credit or debit any of the Accounts if the Account Holder does not hold an account in the currency of the transaction or if the balance in the currency of the transaction is insufficient, with all losses and costs, including exchange losses and costs, being borne by the Account Holder.

   21. Trusts/Trust Accounts

   21.1 The Account Holder acknowledges that the Bank is not:

   (i) acting as trustee for any Account; 

   (ii) required to recognise or uphold any funds or property as being held under trust obligations, even if the Bank is delivered a trust document in relation thereto; or

   (iii) required to supervise the operation of any Account or property held by the Bank or any Correspondent Bank to ensure that it is operated in accordance with the provisions of any trust, whether or not the Bank has notice of the existence of any such trust or the specific provisions governing the same.

   21.2 Any Account or property held whether subject to a trust, or not, will be operated by the Bank pursuant to the terms of this Agreement in the same manner as any other account, and the Account Holder will indemnify, the Bank in accordance with this Agreement. If, for the convenience of the Account Holder, the Bank does follow Instructions to describe an Account as a “trust” in its records, this will in no way cause a waiver of any of rights or defences under this Agreement.

   22. Dormant Accounts

   In accordance with the Dormant Accounts Law (as amended) of the Dominica, the Bank may treat any Account as being dormant if no Account Holder initiated transaction has occurred in respect of the Account for a period of 2 (two) years and may treat any Deposits in any Account as being unclaimed if no such transaction has occurred in the Account for a period of 3 (three) years. The Account Holder acknowledges and agrees that without the Bank’s written consent, the Account Holder may not be able to make withdrawals from any such dormant Account. An Account reactivation fee may be applied by the Bank prior to the activation of such Account.

   23. Correspondent Banks

   23.1. When deposits, receivables or rights belonging to the Account Holder or which the Account Holder holds, either directly or through the Bank, necessitate the involvement of Correspondent Banks of the Bank in Dominica or abroad, the rights of the Account Holder are also subject to the laws, customs, practices, rules and conventions applicable to such Correspondent Banks.

   23.2 Any obligation of the Bank shall be subject to effective receipt by the Bank of a payment or delivery from the Correspondent Bank for the account of the Account Holder.

   23.3. All fees, commissions, disbursements, taxes and other deductions applied or incurred in connection with the foregoing shall be borne by the Account Holder.

   24. Precious Metals / Commodities

   The Account Holder hereby acknowledges that the Bank does not work with physical transactions for precious metals or any other commodities. The Bank offers exposure to those markets only through a Correspondent Bank transacting through exchanged traded funds.

   25. Foreign Exchange Transactions, Options Transactions and Other Specialist Transactions.

   25.1 For foreign exchange transactions, options transactions and other specialist transactions, the Account Holder acknowledges that it is required to provide 100% of the proceeds or the exact quantity of Deposits to be delivered or paid by the Bank including commissions at the maturity of those instruments. The Bank has the right to block the required proceeds and/or pledging of the deposits required to fund the transaction at maturity of those instruments. Furthermore, the Account Holder acknowledges that the Bank does not trade, through the Correspondent Bank, those instruments with the minimum required margin of the exchange. The Bank is entitled but not obliged if the circumstances so permits to request a guarantee and additional sureties. Should the Account Holder fail to provide the additional sureties requested by the Bank within the time limit set by the Bank, the Bank shall be entitled, but not compelled, to take the measures necessary through the Correspondent Bank to restore the requisite cover, either immediately or any time thereafter, or, at its discretion, to unwind and settle the transactions in whole or in part or to call in some of the sureties provided. In such cases, the Bank assumes no liability, even if subsequent market trends render the hedging transaction and/or enforcement of pledges unnecessary.

   25.2 The Bank will provide, through a Correspondent Bank, foreign exchange services on request and in the following circumstances:

   (i) where a payment is made or an amount received in a currency other than that for which the account is to be charged or credited;

   (ii) where there are insufficient funds in the account of the Account Holder in the currency of the payment;

   (iii) where, on the specific request of the Account Holder, some or all of the balance of the account in one currency is transferred to an account in another currency.

   25.3 The rate of exchange will be determined by the Bank, in accordance with the Correspondent Bank, and will be applied without reference. Such transactions will be executed for value two Business Days after receipt of Instructions, or in the above circumstances.

   25.4 The Account Holder hereby acknowledges that the Bank does not work with forward or future transactions or any forward or future contracts or derivatives and cannot held the bank liable for not providing those services.

   25.5 The Account Holder here acknowledges that any transactions under this clause will take place only after the Account Holder enters into the relevant Supplemental Agreements and Terms and Conditions relating to various specialist transactions, attached to this Agreement at Appendices 5 to 10.

   26. Safe Custody of Securities and Other Deposits

   The Bank is authorized to arrange safe custody of the Deposits on behalf of the Account Holder, and at the latter’s sole risk, with Correspondent Banks in the Dominica or abroad, chosen by the Bank. The rights of the Account Holder are determined by the laws, conventions and practices applicable to custody provided by such Correspondent Banks.

   27. Records and Proof

   27.1 An Account Holder seeking information or a copy of a document must make a request for that information or documentation in writing to the Bank. Any costs incurred by the Bank in complying with this request shall be met by the Account Holder.

   27.2 The Bank’s books and documents, including micrographic reproductions and computer records shall be deemed probative pending proof to the contrary.

   27.3 The Bank may destroy any books and documents and/or delete any computer records as per the law in the Dominica.

   28. Termination of Business Relations

   28.1 The Bank reserves the right to decline, at its sole discretion, to open an Account or to require an existing Account to be closed. However, unless there are exceptional circumstances, e.g. fraud, the Bank will not close the account without giving the Account Holder at least one month’s notice.

   28.2 Open-ended agreements between the Bank and the Account Holder may be terminated by either party at any time, without a reason being stated, in the case of the Account Holder, one month’s written notice must be given to the Bank by facsimile or electronic mail.

   28.3 The Bank may terminate any agreement with the Account Holder without prior notice and with immediate effect if it considers, without being required to furnish proof of this, that the solvency of the Account Holder is compromised, that the Account Holder has failed to comply with the Bank’s Anti-Money Laundering policies and procedures, if the Account Holder transfers an amount in excess of his cash availability at the Bank or if the Bank becomes aware of a payment default in respect of a sum owed to a third party, in the event of proceedings of any kind being instituted against the Account Holder by any third party or any administrative authority, in the event of insolvency or receivership proceedings being instituted or applied for, or similar proceedings in the country in which the registered office or other facility of the Account Holder is located, in the event of non-compliance by the Account Holder with any of the terms of this agreement, or any special conditions which might be agreed between the Account Holder and the Bank, as well as non-fulfillment by the Account Holder or any other person of any of the obligations undertaken pursuant to any undertaking, guarantee or surety in the form of real property or a personal surety granted in favor of the Bank to guarantee the payment of any sum, or in the event of a reduction in the value of, or elimination of, such undertakings, guarantees or sureties in the form of real property or personal sureties, or if the Bank considers that it may incur liability by maintaining its links with the Account  Holder or if the transactions of the Account Holder are few in number or appear to be contrary to public order or the Bank’s policy.

   28.4 In any eventuality, reciprocal debts shall become immediately payable. If the Bank has made commitments on instructions from the Account Holder and cannot release itself therefrom, the Account Holder shall lodge a deposit with the Bank in the currency of the commitment and the maximum amount of the commitment as determined by the Bank at its discretion. Such deposit shall remain pledged in favor of the Bank pending full settlement of the commitment.

   28.5 The Account Holder shall maintain a balance sufficient to ensure proper execution of all pending transactions for as long as this is necessary.

   28.6 In order to settle the pending transactions, the Bank shall be entitled, inter alia, to:

   (i) reverse the amount of the unpaid effects following closure of the Accounts, which reversal, as a simple accounting entry, is not treated as a payment if the Accounts are in debit or insufficiently in credit when it is made;

   (ii) post to the debit side of the Accounts the sums which the Bank will require subsequent to closure to settle any commitment of the Account Holder made prior to closure of the Account; and

   (iii) generally, post to the debit side of the Accounts all sums likely to be owed to the Bank by the Account Holder subsequent to closure by virtue of any commitment of the Account Holder made prior to closure of the Account.

   28.7 The Bank shall also be entitled to convert the balances standing to the account of the Accounts into one or more currencies and make the resultant balances available to the Account Holder by way of wire transfer.

   28.8 For all Deposits other than cash, the Bank shall be released from all of its obligations in relation to such Deposits after sending a written notice as indicated above informing the Account Holder that the Deposits concerned are available to it at the Bank or from the Correspondent Bank.

   28.9 In the case the Account Holder does not provide Instructions to transfer any securities, the Bank may instruct the Correspondent Bank to sell any or all securities as the Bank deems necessary to close the Account at market bid price at the closing of the Account.

   29. Limits to the Bank’s liability

   29.1 The Bank will not be liable for any losses arising from the inability of the Bank to carry out the obligations of the Bank under this Agreement and the Instructions resulting from the failure of power supplies or equipment, industrial action or from any cause whatsoever beyond the control of the Bank.

   29.2 The Bank shall not be liable for damages or any other consequences which may be caused by:

   (i) the legal incapacity or death of the Account Holder, any of its Authorized Signatories, successors, heirs, legatees or assigns, until such time as the Bank has received written notification thereof,

   (ii) errors regarding a deceased Account Holder’s succession,

   (iii) any late claim or objection made by or on  behalf of the Account Holder,

   (iv) an incorrect attestation made by a deceased Authorized Signatory regarding the information given to the heirs of the Account Holder concerning the existence of the power of attorney and incorrect indication, by such representative, of the identity of the heirs informed,

   1. inauthentic or invalid authorizations empowering the Authorized Signatories,
   2. forged, inauthentic or unauthorized signatures on orders given to the Bank,
   3. failure to issue a protest or delay in so doing,
   4. irregularity in judicial or extrajudicial stop procedures,
   5. failure to make, or correctly make, applicable tax deductions at the Account Holder’s respective jurisdiction,
   6. the choice of third parties entrusted by the Bank with execution of orders from the Account Holder, whether the said choice was made by the Account Holder, the Bank or a Correspondent Bank and execution of the Account Holder’s orders by such third parties,
   7. the laws, practices, customs, rules or agreements applicable to the correspondents, central depositaries or clearing systems;
   8. any commercial information given, conveyed or received in good faith;
   9. non-receipt by the Account Holder of communications from the Bank; 
   10. any events, circumstances or causes beyond the Bank’s reasonable control; 
   11. any general event of a political, economic or social nature likely to disturb, disrupt or totally or partially interrupt the Bank’s services, even if such events would not constitute force majeure;
   12. delays, failure or errors in implementing any Instruction;
   13. improper, inaccurate or incomplete Instructions or information received by the Bank;
   14. any Remote Banking Services or other system malfunction, interruption or unavailability;
   15. any change, cancellation or restriction made in accordance with this Agreement including with respect to use of Remote Banking Services without notice to the Account Holder;
   16. the Bank following any Instruction, including Instructions to place a hold or stop payment or Instructions received with use of a Security Code;
   17. failure by the Account Holder to meet its obligations or otherwise implement the terms of this Agreement in place from time to time; and
   18. any inaction or  action of, limitation imposed or delay caused by, the Correspondent Bank. 
   30. Indemnities by the Account Holder

   30.1 Except for any gross negligence or wilful misconduct proven on the part of the Bank, the Account Holder agrees to indemnify and save the Bank harmless (and the Bank may debit the Account accordingly) on first written demand from all direct or indirect losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever including without limitation, all out of pocket legal expenses suffered or incurred by or brought against the Bank arising out of or relating to this Agreement, any Accounts, Instructions or other Account Holder or Authorized Signatory’s dealings with the Bank, including but not limited to:

   (i) a breach of this Agreement by the Account Holder or any Authorized Signatory;

   (ii) any improper or illegal use of any Accounts; 

   (iii) items deposited contrary to this Agreement;

   (iv) an Account being subject to trust obligations; or

   (v) where the Bank has, in good faith and otherwise in accordance with this Agreement: (a) acted upon, delayed in acting upon or refused to act upon any Instruction or information provided by the Account Holder, including but not limited to improper, unauthorised or fraudulent Instructions given by an Authorized Signatory;  (b) caused non-payment of any order for payment of money in accordance with Instructions (including, without limitation, other expenses incurred by the Bank through its refusal to make such payment on behalf of the Account Holder); (c) placed a hold or stop-payment; or (d) established, maintained, administered a holdback account or released information regarding it.

   31. Amendments to the Agreement 

   31.1 The Bank may amend this Agreement at any time by written notice in order to respond, inter alia, to changes in the law or applicable regulations, market practices, market conditions, its arrangement or agreement with any Correspondent Bank or the Bank’s own internal policy.

   31.2 The Bank shall inform the Account Holder of any amendment by way of notice or by sending it the amended Agreement or indicating the alterations on an Account statement, by the sending of an electronic mail to the registered e-mail of the Account Holder or by including notice of the amendments on the Bank’s website. The Account Holder hereby agrees to being informed in this way.

   31.3 Such amendments shall be deemed to have been approved if the Account Holder does not object thereto in writing. Such objection must reach the Bank within thirty calendar days of the amendment becoming effective.

   32. Place of performance of obligations

   Unless otherwise expressly stipulated, the Bank’s registered office in the Dominica is the place of performance of the Bank’s obligations to the Account Holder and the obligations of the Account Holder to the Bank.

   33. Dispatch of deposits

   33.1 Cash, transferable securities or other Deposits of whatever kind shall be sent to the Account Holder at the sole expense and risk of the Account Holder and the Account Holder releases the Bank from any liability in this regard.

   33.2 The Bank may take out insurance, at the expense of the Account Holder, to cover such dispatch but it shall not be required to do so unless it has received a formal written instruction to that effect from the Account Holder. In the event of a loss, the Bank shall pay any amounts received from the insurance company by the Bank in connection thereto to the Account Holder, after any applicable deductions.

   34. Taxation

   The Account Holder states that it is aware of its tax obligations under applicable regulations and undertakes to communicate to the Bank all the information required to determine its tax status. The Account Holder acknowledges that it alone is responsible for declaring its income or corporation tax, as applicable, to its respective tax authorities and undertakes that the Bank shall not bear any liabilities regarding failure to make any filings in connection thereto. 

   35. US Persons
       35.1 An Account Holder who/which is deemed to be a “US Person” within the meaning of applicable American tax regulations hereby expressly authorizes the Bank to disclose information concerning it to the American tax authority (IRS). The Account Holder hereby agrees that in case it is deemed to be a “US Person” it will not be allowed to open an account with the Bank.  The Account Holder also recognizes that no US Person can be designated an Authorized Signatory.

       “U.S. Person” means:

       (a) any natural person who is a resident or citizen of the United States;

       (b) any partnership or corporation organized or incorporated under the laws of the United States or a state of the United States;

       (c) any estate of which any executor or administrator is a U.S. Person as defined in sub-paragraphs (a) and (b) herein;

       (d) any trust of which a trustee is a U.S. Person as defined in sub-paragraphs (a) and (b) herein;

       (e) any agency or branch of a foreign entity located in the United States;

       (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

       (g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or if an individual, resident in the United States; or

       (h) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended (“Securities Act”), unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts (whenever such term is used in this document it shall have the meaning given in Regulation S).

       35.2 It is the responsibility of each prospective Account Holder to verify that its opening and maintaining an account with the Bank is in compliance with all relevant laws of the prospective Account Holder’s jurisdiction of residence. If an Account Holder becomes a US Person after the opening of an Account, the Bank reserves the right to close that Account with immediate effect. 

       36. Participation of the financial institutions in the prevention of money laundering and the financing of terrorism

       36.1 The Bank hereby informs the Account Holder that it is subject to the provisions pertaining to the prevention of money laundering and the financing of terrorism resulting, inter alia, from Anti Money Laundering Regulations relating to the participation of the financial institutions in the prevention of money laundering and the financing of terrorism and to any subsequent amendment thereof, and that, this being the case, the Bank may be required to request additional information from it.

       36.2. On account of the obligations incumbent on it, the Bank may, without incurring any liability thereby, defer, suspend or refuse any transaction in respect of which it has not been able to obtain clarification from the Account Holder, and the Account Holder, being duly informed, declares that it accepts this.

       37. Miscellaneous

       37.1 In the event of any conflict between the Agreement and any specific agreements entered into between the Account Holder and the Bank applicable to any particular products, the terms of such agreements shall prevail.

       37.2 If, at any time, any provision of this Agreement or any Supplemental Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction will in any way be effected or impaired.

       37.3 This Agreement and any Supplemental Agreement may be executed in any number of counterparts and this has the same effect as if the signature on the counterparts were on a single copy of this Agreement or the relevant Supplemental Agreement respectively.

       37.4 If the Bank considers that it is or may become subject to conflicting claims in respect of funds held in an Account, it may in its absolute discretion take such steps as it deems necessary (including taking legal advice and making an application to the court in any jurisdiction) to safeguard its interests.

       37.5 This Agreement supersedes all prior agreements and understandings, in writing and otherwise, between the Bank and the Account Holder concerning the Account(s).

       37.6 You hereby authorize the Bank to assign this Agreement or any Supplemental Agreement at any time, without further notice and without seeking the prior consent of the Account Holder, to any other financial institution. However the Bank shall require the prior written consent of the Account Holder to assign this Agreement or any Supplemental Agreement to any other person or entity. The Account Holder cannot assign this Agreement and any Supplemental Agreement without the prior written approval of the Bank.

       37.7 The Account Holder agrees that nothing in this Agreement shall be deemed or construed as creating a relationship of principal and agent, partnership, or joint venture between the Bank and the Account Holder or any other financial institution.

       37.8 Any corporate Account Holder represents and warrants to the Bank that it is duly incorporated or created and is validly existing under the laws of its place of incorporation or creation and that it has all necessary powers and obtained all approvals to execute and deliver this Agreement and to perform its obligations hereunder.

       37.9 The Account Holder has obtained, complied with the terms of and maintained all Authorizations, approvals, licenses and consents required under any applicable law or regulation to enable it lawfully to open, maintain and operate any Account and to engage the Bank’s services which are provided on the basis of this Agreement or any Supplemental Agreement and to perform under any contract entered into.

       37.10 The Account Holder confirms that it will not use the Bank’s name or logo in any promotional or marketing material without first seeking and obtaining the express written approval of the Bank. 

       37.11 No failure or delay on the part of the Bank in exercising or partially exercising any right or remedy provided under this Agreement or any Supplemental Agreement or by law shall constitute a total or partial waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

       38. Governing law and jurisdiction

       38.1 The Application Form signed by you, together with this Agreement and any and all Supplemental Agreements, all rights or obligations arising in relation thereto and all other matters relating to the Account, shall be governed by, and construed in accordance with, the laws of Dominica.

       38.2 The courts of the Dominica shall have non-exclusive jurisdiction to settle any claim, dispute, action or proceeding (“Claim”) arising out of or in connection with this Agreement or any Supplemental Agreement including in relation to its existence, validity or termination.

   36. 38.3 Notwithstanding any other provision of this Agreement, in the event of any action in respect of any Claim being begun, and without affecting our right to serve legal process in any manner permitted by law, the process by which it is begun may be served on you by sending it through the post in a prepaid letter addressed to you at the address the Bank has listed above, unless and until the Bank  had an opportunity to act upon the written notice of the Account Holder to the Bank of any changes in the address of the Account Holder, in which case such process may be served on you by sending it in the manner specified above at the address set out in such written notice.
       

       The Digital Account Holder of Foxbit Bank Ltd. affirms that he/she/it has received a copy of these General Terms and Conditions, has read and approved them, and undertakes to accept them in their entirety by execution hereof.