TERMS AND CONDITIONS FOR ONLINE BANKING SERVICES

In registering for and and/or using the online banking services provided by National Bank of Abu Dhabi PJSC, Singapore Branch , you agree to be bound by these terms and conditions (these “Terms and Conditions”). These Terms and Conditions shall apply and govern the use of the online banking services.

  1. Definitions and Interpretation
    1. In these Terms and Conditions, the following words and expressions shall have the following meanings:

      Administrator” means the person who you appoint or authorise from time to time as an administrator for the Online Banking Services.

      Authorised Representative” means the person(s) that you have authorised to have access to and/or use Online Banking Services on your behalf, and shall include any Administrator and any other User, authorised signatory and authorised representative appointed to act for and on your behalf in relation to the Online Banking Services.

      Bank” means National Bank of Abu Dhabi PJSC, Singapore Branch, including all its offices wherever situated, its successors and assigns.

      Business Day” means a day on which the Bank is open for banking business in Singapore but excluding Saturday and Sunday.

      Instruction” means any enquiry, request, application, instruction or communication that is received by the Bank through or in connection with Online Banking Services.

      Mandate” means all your written authorisation and mandates provided in such forms as the Bank may prescribe and substance satisfactory to the Bank.

      Online Banking Services” means the online banking services from time to time provided by the Bank, which enable you to give instructions to, contract with and/or obtain information from the Bank through the internet at such website or portal as designated by the Bank from time to time or through such other means as the Bank may from time to time prescribe.

      PIN” means any personal identification number, code, words, alphabets or password assigned to or for use of the Security Device as may be provided by the Bank or selected by the relevant Authorised Representative.

      Registration Form” means the Bank's online banking registration or maintenance form (in such form as may be prescribed by the Bank from time to time) at any time submitted by you to the Bank relating to the application for or the administration of the Online Banking Services.

      Security Code” means any password, digital certificate, key, code, number, or any other identification (in whatever form) whether issued to you or to any Authorised Representative by the Bank or adopted or self-selected by you or by any Authorised Representative or generated by any Security Device (including any user ID, PIN or Security Device Code), for access to and/or use of the Online Banking Services.

      Security Device” means any security token, security device or such other device provided by the Bank from time to time for use by you or by any Authorised Representative to access or to facilitate access to the Online Banking Services or to effect Instructions or to generate any Security Device Code.

      Security Device Code” means a one-time password generated by a Security Device.

      System” means the hardware, software and telecommunication links or any part thereof used from time to time for the purpose of providing, supporting, accessing or otherwise referable to the Online Banking Services.

      Transaction” means a transaction created, processed, performed or effected by the Bank pursuant to, or in connection with, an Instruction.

      User” means any person who is authorised or appointed by any Administrator or, if permitted by the Bank, by you as a user who has authority to access and/or use the Online Banking Services on your behalf from time to time, and an Administrator may also be a User if so appointed.

      User Guides” means user guides, customer guides, security guides, manuals, help texts or other documents (whether in hard copy or in electronic form) issued by the Bank or made available to you at any time in any format for use with the Online Banking Services, as may be amended, supplemented, modified or updated from time to time.

      You” and “Customer” ach refers to the customer named in the Registration Form, and the word “your” and “Customer’s” shall be construed accordingly.

    2. Clause headings are inserted for convenience only and shall be ignored in construing these Terms and Conditions.
    3. Unless the context otherwise requires, words importing the singular include the plural and vice versa and any gender includes all genders. Any reference in these Terms and Conditions to a "person" includes an individual, a company, sole proprietorship, partnership, trust or body unincorporated.
    4. Any references in these Terms and Conditions to "including" or "include" means including or includes without limitation.
  2. MANDATE
    1. You will provide the Bank with the Mandate in writing for the Online Banking Services and for each Authorised Representative, if required. If requested, you shall procure that each of the Users provides and acknowledgement in writing confirming receipt of the Security Devices and/or Security Codes. Upon receipt of such Mandate and/or acknowledgement, the Bank will activate access to the Online Banking Services for you and your Users as soon as reasonably practicable.
    2. The Bank may not activate access to the Online Banking Services for you and/or any Authorised Representative if the Bank is of the reasonable view that there is any discrepancy, ambiguity or contradiction in the information provided to the Bank. Notwithstanding this, the Bank is not obliged to check the information provided to the Bank for discrepancy, ambiguity or contradiction.
    3. The Mandate applies only to the Online Banking Services and shall be separate and distinct from and without prejudice to any other Mandate for any other services provided by the Bank and vice versa.
    4. Any changes to the Mandate shall be made in writing and such change will in no way affect the Mandate for any other services provided by the Bank.
  3. SCOPE OF SERVICES, LIMITS ON AMOUNTS AND CUT-OFF TIME
    1. The scope and types of services made available by the Bank, the applicable restrictions and transaction limits, the cut-off time and date applicable to a particular type of service, the applicable service fees and other features in respect of the Online Banking Services will be determined by the Bank from time to time at its absolute discretion.
    2. The Bank is entitled (but not obliged to) at any time to act on Instructions given to the Bank for:-

      (i) Effecting any transfer of funds or payment for us or for effecting any other transactions for you in relation to any service, product, account, loan or other facility provided to you by the Bank or for entering into any transactions between the Bank and you;

      (ii) Providing any information, data, statements, reports to you or any User regarding any service, product, account, loan or other facility provided by the Bank and for handling your transaction relating to any such service, product, account, loan or facility;

      (iii) Your applications for any new service, product, account, loan or other facility from time to time provided by the Bank; and/or

      (iv) Any other transactions for which the Online Banking Services may from time to time cover.

    3. Any transaction or other dealing effected after the daily cut-off time or on a non-Business Day may be treated for value on the next Business Day.
    4. The Bank may at its discretion add to, modify, restrict, suspend or terminate the Online Banking Services at any time.
  4. ADMINISTRATORS AND USERS
    1. In the Registration Form, you shall designate:

      (i) The Administrator(s) (up to a maximum number of Administrators determined by the Bank from time to time) and the number of Administrator(s) required to operate the Online Banking Services;

      (ii) The Administrator to whom the Security Code and the Security Device(s), if any, shall be sent; and

      (iii) The accounts which may be operated through the Online Banking Services.

    2. You acknowledge that you should appoint at least two (2) Administrators and authorise at least two Administrators to jointly operate the Online Banking Services for security reason. You understand, acknowledge and confirm that you shall assume the risks if less than two (2) Administrators are appointed or if only one (1) Administrator is authorised to singly operate the Online Banking Services.
    3. The Administrator(s) is/are authorised whether through the Online Banking Services or otherwise to:-

      (i) Appoint User(s) (up to the maximum number determined by the Bank) for accessing and/or using the Online Banking Services;

      (ii) Designate the user ID or other Security Code for the Online Banking Services;

      (iii) Specify the amounts, limits, conditions and other authorisation for the authorised User(s) in operating the account(s) and/or carrying out transaction for and on your behalf; and

      (iv) Liaise with and give any other instructions of whatever nature to the Bank with regard to the Online Banking Services.

    4. The Administrator(s) will be entitled subsequently to create, cancel and/or amend from time to time:

      (i) The matters established as per Clause 4.3 above;

      (ii) Modify the profile of each User; and

      (iii) Modify the status of each User (including but not limited to the removal of a User).

    5. You acknowledge and accept that your access and/or use of the Online Banking Services will be subject to the limitations and restrictions of the supporting infrastructure, system, facilities, corresponding parties of the Bank, differences in time zones and jurisdictions. The access and use of the system for the transfer of funds or payments under the Online Banking Services will be carried out in accordance with the procedures as determined by the Bank in its sole and absolute discretion from time to time. The Bank may prescribe such procedures in the User Guides and the training provided to you from time to time. In particular, you shall be responsible for designating the requirement for any transaction concerning the transfer of funds or payment through the Online Banking Services by establishing:

      (i) The accounts to be accessed by each User;

      (ii) The maximum amount of any transfer of funds or payment from each of the accounts which may be authorised by each User; and

      (iii) The number and combination of Users required to give the Bank instructions for transactions or dispositions from the accounts in accordance with sub-clauses (i) and (ii) above (up to a maximum number of Users determined by the Bank from time to time)

      The designation of the above requirements may be made by the Administrator(s) acting through the Online Banking Service or, if accepted by the Bank, by you by giving written instruction to the Bank (including, without limitation, the Registration Form).

    6. The user ID, PIN and any other Security Code designated for the Online Banking Services shall be personal to each of the Administrators and Users and will allow the Administrators and Users to effect transactions in connection with your accounts with the Bank. Each Administrator and User shall be entitled to modify his Security Code (insofar as it is permitted to be modified) and, in any event, for reasons of security, this should be done on a regular basis. Any one (1) Administrator has authority to receive Security Device(s), PIN(s) and other Security Code(s) from the Bank on your behalf and the User(s).
    7. Whenever the access to the Online Banking Services by any User has been restricted for whatever reason, the Administrator(s) shall only reinstate such access to the affected User in accordance with the procedures stipulated by the Bank from time to time.
    8. Whenever the access to the Online Banking Services by an Administrator has been restricted for whatever reason, and provided that there is/are no other Administrator(s) empowered to restore the affected Administrator, the Bank will restore the affected Administrator once it has received a duly executed written request from you to do so, and will send the Security Code to the person appointed by you in accordance with procedures stipulated by the Bank from time to time.
  5. SECURITY
    1. You shall, and shall ensure that all the Authorised Representative(s) comply with all requirements, instructions and specifications relating to the Security Codes and/or Security Devices prescribed by the Bank from time to time.
    2. The Security Codes and/or Security Devices may be dispatched by the Bank to you and/or your Authorised Representative(s) and/or collected by you and/or your Authorised Representative(s) by any means as may be prescribed by the Bank from time to time. Whilst the Bank will take all reasonable measures to ensure that such means of dispatch is reasonably reliable, you shall be responsible for any loss, damage, cost or expense howsoever arising from the loss of Such Security Codes and/or Security Devices.
    3. You shall keep each Security Code and Security Device secure and confidential, and you shall be solely responsible for any accidental, intentional or unintentional disclosure to any other person. You should:

      (i) Change the PIN and/or such other Security Code as may be provided by the Bank (insofar as it is permitted to be modified) to a self-selected PIN and/or Security Code in accordance with the Bank's instruction immediately upon receipt of the initial PIN and/or other Security Code from the Bank;

      (ii) Not disclose, or release the user ID, the PIN or any other Security Code or Security Device to any third party;

      (iii) Implement control measures to prevent unauthorised access to, and/or use of, the user ID, the PIN, any other Security Code or Security Device;

      (iii) Implement control measures to prevent unauthorised access to, and/or use of, the user ID, the PIN, any other Security Code or Security Device;

      (v) Change the PIN and any other Security Code (insofar as it is permitted to be modified) on a regular basis,

      and you shall ensure that each Authorised Representative shall comply with the aforesaid obligations.

    4. You acknowledge that there are risks of any Security Code and/or Security Device being abused by the Authorised Representative(s) or any other persons or for unauthorised purposes and you agree to bear all such risks. You shall notify the Bank immediately upon notice or suspicion of any Security Code or Security Device being disclosed to or obtained by any unauthorised person or any unauthorised instruction given or transaction effected with any Security Code or Security Device. You shall be responsible for all transactions and dealings involving the use of any Security Code or Security Device prior to the Bank receiving such notice and the Bank having a reasonable opportunity to take action in respect of such notice.
    5. You shall procure that each Authorised Representative to whom any Security Code and/or Security Device is provided shall retain the Security Code and/or Security Device in safe custody at all times and shall not permit any other unauthorised person to have access to or to use the Security Code and/or Security Device.
    6. The Bank shall have no duty to verify or investigate the identity or authority of the person giving an Instruction if the correct Security Code is used. Neither shall the Bank assume any duty or liability for verifying the propriety or integrity of any Instructions given by the Administrators or Users. You understand, acknowledge and accept that:

      (i) The only purpose of the Security Code(s) is to determine the authenticity and not to determine the accuracy of, nor discover errors in, any instruction or content of the information, transmitted, through the Online Banking Services and you shall be solely responsible for the duplication of any of your instructions and for the completeness and accuracy of the content of your instructions and their transmission to the Bank;

      (ii) The only purpose of the Security Code(s) is to determine the authenticity and not to determine the accuracy of, nor discover errors in, any instruction or content of the information, transmitted, through the Online Banking Services and you shall be solely responsible for the duplication of any of your instructions and for the completeness and accuracy of the content of your instructions and their transmission to the Bank;

      (iii) The entry of correct user ID and corresponding Security Code on the Online Banking Services constitutes conclusive evidence of the authenticity of the data or Instruction and authority of the originator of such data or Instruction which the Bank may rely and act upon;

      (iv) The Bank will rely on any Security Code as if it is your name and signature; and

      (v) No procedure has been established to discover transmission errors or in the content of the information accessed or Instructions. You acknowledge and confirm that you are responsible for putting in place adequate internal control, security procedures and measures to prevent the Security Code and/or Security Device from leakage or unauthorised use or misuse by any person.

    7. The Bank is under no obligation or duty concerning the allocation or use of any Security Code or Security Device by you to any person or selection of the Authorised Representative(s) by you. You acknowledge that the Bank is not obliged to ascertain the identity of any Authorised Representative(s) or to ascertain whether any Security Code or Security Device is being actually used by you or your Authorised Representative(s). You accept the sole responsibility for the security measures and all arrangements controlling the use of any Security Code or Security Device.
    8. The Bank may reject any access to the Online Banking Services and all requests for information or transmittal of information or instructions which do not comply with the authentication procedure as determined by the Bank from time to time. The Bank shall not incur any liability, and you agree to indemnify, release and hold the Bank harmless if it rejects any access, inquiry and/or instruction as herein indicated.
    9. The Bank may at any time modify all or any of the security procedures established for the Online Banking Services, including, but not limited to, modification of the rules of operation, replacement, modification or delivery of any Security Code or Security Device and authentication procedures or terminate the use of any Security Code and/or Security Device.
    10. The Bank may at any time modify all or any of the security procedures established for the Online Banking Services, including, but not limited to, modification of the rules of operation, replacement, modification or delivery of any Security Code or Security Device and authentication procedures or terminate the use of any Security Code and/or Security Device.
  6. SECURITY DEVICE(S)
    1. The Bank grants you a revocable, non-exclusive and non-transferable licence to use Security Devices for the sole purpose of facilitating your access to and use of the Online Banking Services. The license shall be terminated concurrently upon termination of the Online Banking Services. Neither you nor any Authorised Representative will acquire any rights whatsoever to Security Devices. The Security Devices shall at all times remain the property of the Bank and shall be returned to the Bank on demand.
    2. You shall, and shall ensure that the Authorised Representatives take reasonable care of any Security Device so that it does not become lost, damaged or faulty. You shall be responsible to the Bank for the good state of preservation, maintenance, operation and use of the Security Devices
    3. The Bank reserves the right to terminate, suspend, cancel, deactivate, decline to renew or replace any Security Device with or without prior notice to you or any Authorised Representative, and without giving any reason therefor. You shall procure that the Representatives shall not after the termination of the Online Banking Services use the Security Device, and you shall forthwith return the Security Devices to the Bank upon termination of the Online Banking Services.
    4. To the maximum extent permitted by law, all warranties, conditions and other terms implied by any applicable law (whether by statute, common law or otherwise) relating to quality, merchantability or fitness for purpose of any Security Device are excluded from these Terms and Conditions.
  7. TECHNICAL REQUIREMENTS
    1. You must, at your sole cost and responsibility, set up and maintain your own System and other facilities for accessing and using the Online Banking Services, and ensure that the software and equipment used to access the Online Banking Services is reliable, compatible and meets the minimum specifications required for the purpose. The Bank will not be responsible for your failure to access and/or use the Online Banking Services if your system or other facilities do not satisfy the minimum specifications required.
    2. The Bank may at any time upgrade or change the requirements to access and/or use the Online Banking Services by giving you at least one (1) month prior notice. You must, at your sole cost and responsibility, update and modify the software and equipment in accordance with any technical requirements which may be introduced to ensure your continued access to and use of the Online Banking Services.
    3. The Bank has no responsibility or liability to you for any damages, expenses or costs which you may suffer or incur arising from, in connection with or referable to the installation or operation of the Online Banking Services components (including, without limitation, any software or hardware), unless this is caused by the Bank's gross negligence or wilful default.
  8. ONLINE BANKING INSTRUCTIONS
    1. You shall, and shall ensure that, at all times, each Authorised Representative is duly appointed for acting on your behalf and has the necessary powers and authorisation required for giving each Instruction. The Bank shall in no event be responsible for ensuring that proper authorisation has been obtained by each and every Authorised Representative nor liable for the lack of powers of any Authorised Representative. The Bank may treat the Instruction as valid and binding on you notwithstanding any error, fraud, forgery, lack of clarity in terms of the Instructions.
    2. Any Instruction, once given, may not be amended, revoked or withdrawn without the prior consent of the Bank. Any Instruction acted on by the Bank in good faith shall be binding on you without the need of any further confirmation. The Bank will not further verify the authenticity of any Instruction and may treat all apparently valid Instructions received by the Bank as instructions properly authorised by you even if made fraudulently and even if they conflict with the terms of any other instructions or mandates given by you at any time concerning your accounts or affairs.
    3. You are solely responsible for the accuracy and completeness of Instructions and for ensuring the instructions as transmitted correctly. If a dispute arises at any time in relation to the contents of any Instruction or any related Transaction, the Bank's relevant recordings shall be conclusive evidence of such contents.
    4. The Bank will only act upon or carry out an Instruction in so far as it is practicable or reasonable for it to do so and in accordance with its regular business practices and procedures. Any Instruction received by the Bank outside the normal business hours of the Bank or on a non-Business Day may be considered to have been received by the Bank on the next Business Day.
    5. The Bank is entitled to refuse to carry out an Instruction if it does not comply with any applicable law or is not in accordance with the normal uses and banking practices. The Bank may (but is not obliged to) refuse to carry out any Instructions if:

      (i) Your account does not contain sufficient funds;

      (ii) The Bank determines that an Instruction (or the proposed transaction subject to the Instruction) does not comply with the limit, restrictions or conditions applicable to such Instruction or transaction (whether under any other agreement between the Bank and you or otherwise);

      (iii) The Bank believes that an Instruction is not properly authorised; or

      (iv) The Bank knows of or suspects a breach of security. Notwithstanding the foregoing, the Bank is under no duty to investigate the authenticity or authority of the Administrator or User effecting the Instructions and shall not be liable for any loss, damage, expenses or liability whatsoever suffered by you by reason of any inaccurate, inadequate or incomplete Instructions in any way.

    6. To the extent permitted by the Bank and subject to the Bank’s procedures and requirements from time to time, you hereby request and authorise the Bank from time to time without further authority or notice from you to act upon any telephone request or instruction to re-set any Security Code and/or, revoke and/or deactivate any Security Code and/or Security Device, or to issue and/or replace any Security Device and/or any Security Code (subject to any fees charged and designated by the Bank from time to time). In addition, you agree that the Bank shall not be liable to you or any third party for any loss or damage suffered by you or any third party arising from any such request or instruction being unauthorised or fraudulent provided the Bank has gone through its normal security procedures in relation to identification of person calling and you agree to keep the Bank fully indemnified against any claims or demands arising therefrom.
  9. THE CUSTOMER’S UNDERTAKINGS
    1. You shall, and shall ensure that the Authorised Representative(s) use the Online Banking Services in accordance with these Terms and Conditions, the User Guides, the operation policies and procedures relating to the Online Banking Services provided by the Bank from time to time.
    2. You undertake not to tamper with, modify, decompile, reverse engineer or otherwise alter or gain unauthorised access to any part of the Online Banking Services or the Bank's website or any of the software comprised in them. You shall not act or omit to act in such manner that will lead to infringement of any third party intellectual property rights in relation to the Security Device or any designs, process, software, programmes, data, information, materials or contents posted or provided at the website for which the Online Banking Services is available. The Bank is entitled to terminate the use of the Online Banking Services by you without notice and to take legal action against you for breach of this undertaking.
    3. You undertake not to tamper with, modify, decompile, reverse engineer or otherwise alter or gain unauthorised access to any part of the Online Banking Services or the Bank's website or any of the software comprised in them. You shall not act or omit to act in such manner that will lead to infringement of any third party intellectual property rights in relation to the Security Device or any designs, process, software, programmes, data, information, materials or contents posted or provided at the website for which the Online Banking Services is available. The Bank is entitled to terminate the use of the Online Banking Services by you without notice and to take legal action against you for breach of this undertaking.
    4. If any Security Code or Security Device is lost, stolen or for any other reason liable to misuse, you must immediately notify the Bank, such notification to be confirmed in writing within three (3) days. Unless the Bank receives effective notification as outlined above, you will be liable in respect of any use of the Online Banking Services. You will co-operate with the Bank and give the Bank all the information in your possession as to the circumstances of the loss, theft or misuse of Security Code or Security Device and take all steps as may be deemed necessary as required by the Bank to assist the Bank in relation to these matters. In the event of any such loss, theft, misuse or disclosure being suspected the Bank may provide the police or any law enforcement body with any information it considers relevant. The Bank may disclose any information about you or your accounts to other third parties if the Bank believes that it will help prevent or recover losses.
  10. USE OF THE SERVICES
    1. It is your sole responsibility to define the profile of the Administrators and Users, their appointment and their withdrawal, regardless as to whether or not any Administrator or User is your employee or agent. You acknowledge and agree that the Users' profiles, their appointment and their withdrawal may be effected through the instructions of the Administrator under the Online Banking Services and you shall be bound by the designation of profiles, appointments and withdrawals of the User(s) made by the Administrator from time to time. You shall ensure that, at all times, each User (whether designated by the Administrator or by you (directly) has the necessary powers and authorisation required for using the Online Banking Services and effecting the transactions contemplated thereunder. The Bank shall in no event be liable for the lack of powers of the designated User.
    2. You expressly accept and agree to be bound by any use of the Online Banking Services and any instruction and transaction made by any Administrator or any other User. Any such instruction and transaction shall be deemed to have been made on your behalf. All references to your use of the Online Banking Services shall be deemed to include the use and/or access by your Administrators and/or Users where applicable.
    3. The Bank may at any time modify all or any of the security procedures established under the Online Banking Services, including, but not limited to, modification of the rules of operation, delivery of the Security Code(s), Security Device and authentication procedures. Except in the case of required emergency modifications, including without limitation modifications to safeguard security, privacy, confidentiality and information integrity in unpredictable cases, and except in the case of legally required immediate modification, the Bank will notify you the said modifications within reasonable time prior to the effective date of such modifications.
    4. You shall exercise due diligence and good faith in using the Online Banking Services and comply with these Terms and Conditions at all times.
  11. RATE INFORMATION INQUIRY

    Any exchange rate, loan rate or interest rate quoted by the Bank in the course of providing the Online Banking Services is for reference only and is not binding on the Bank unless confirmed by the Bank. Such confirmed exchange rate, loan rate or interest rate, if accepted by you through the Online Banking Services, shall be binding on you notwithstanding that a different exchange rate, loan rate or interest rate might have been quoted by the Bank at the relevant time through other means of communication.

  12. FUND TRANSFER
    1. You are solely responsible for providing accurate and complete information regarding the receiving party to the Bank for making out-going fund transfer under the Online Banking Services. You acknowledge that the Bank is acting solely as your agent when providing out-going fund transfer and has no control over the clearing system(s), the operations of and any service charge imposed by the receiving end. The time of availability of funds at the receiving end of an out-going fund transfer is subject to the location, local telecommunication system and the banking practices and clearing system of the receiving party. You agree that the Bank shall not be liable for any loss, damage, expense or liability whatsoever suffered by you arising out of or in connection with any failure, refusal, delay or error any third party through whom the Instruction is transacted.
    2. You accept the risk for any loss, delay, error, omission or mutilation which may occur in the transmission of any out-going fund transfer. The Bank will, however, promptly notify you if an out-going fund transfer could not be effected.
    3. In making an out-going fund transfer, the Bank reserves the right to effect such transfer through any correspondent / agent / intermediary as it may from time to time determine in accordance with its operational requirements, and the Bank shall not be liable for the act, omission or negligence of such correspondent / agent / intermediary. Where conversion of currencies is required for making an out-going transfer, such conversion is subject to the then prevailing rate of exchange of the Bank. Unless otherwise agreed between the Bank and you, the charges and expenses incurred by the Bank or the correspondents / agents / intermediaries of the Bank will be deducted from the funds remitted.
  13. RECORDS
    1. The Bank is authorised to record by any means all Instructions between the Bank and you or any person acting on your behalf, and to keep those recordings for as long as the Bank considers necessary.
    2. Notification, advice or confirmation that an Instruction has been received and/or a Transaction has been effected through the Online Banking Services and/or such other notification as may be provided by the Bank will be provided to you on the internet, by other electronic means or otherwise. Such notification, advice or confirmation shall be deemed to be received by you and, where applicable, by the relevant Administrator or User immediately upon transmission and it is your duty and, where applicable, the relevant Administrator or User to check such notification, advice or confirmation.
    3. Information relating to your accounts or transactions made available through the Online Banking Services is for reference only. The Bank's records of such accounts and transactions and of any use of the Online Banking Services shall be conclusive unless and until the contrary is proved.
  14. INTERRUPTION OF THE ONLINE BANKING SERVICES
    1. The Bank shall always have the right to, at its sole discretion and without notice, where considered necessary or advisable to do so, suspend and/or temporarily cancel:

      (i) Your access to the Online Banking Services; and

      (ii) Your access to and use of any services provided by the Bank if the Bank discovers any irregularity and/or in order to carry out any works for updating or maintaining a quality service, increasing security or data processing;

      The Bank will not reactivate any such services until the reasons for such suspension have effectively been overcome

    2. The Bank shall not be responsible for any direct, indirect, incidental, consequential, special or punitive damages or any loss of profits, revenue, data or data use (including, but not limited to, damage to your data, software, and computer hardware or telecommunications equipment) caused directly or indirectly by your use of the Online Banking Services or the information provided through the Online Banking Services. In no event will the Bank be responsible for costs, damages, losses, expenses or liabilities of any kind whatsoever which may arise or allegedly arise in relation to the Online Banking Services, or in relation to any failure, error, omission, interruption, defect, delay in the operation, transmission or receipt, computer virus or failure of the systems or lines, except caused by the gross negligence or wilful default of the Bank.
    3. The Bank disclaims all conditions, warranties or other terms whether expressed or implied by statute, custom or usage relating to the information contained in or omitted from the Online Banking Services to the extent permitted by applicable laws.
  15. SUSPENSION OR TERMINATION OF SERVICES
    1. You may terminate the Online Banking Services at any time, by giving thirty (30) days prior written notification to the Bank. Such termination of the Online Banking Services by you shall be effective only after notice of such termination has been given to the Bank and the Bank has a reasonable opportunity to act upon the notice.
    2. The Bank may terminate your access to and use of the Online Banking Services at any time and without liability, by giving thirty (30) days’ prior written notice to you,
    3. Subject to the other provisions of these Terms and Conditions and without prejudice to any rights or remedies the Bank may have under these Terms and Conditions or at law, the Bank may without liability to you, immediately suspend or terminate the Online Banking Services, if the Bank is of the reasonable view that it would be in the interest of the Bank to do so, including where:

      (i) You are in breach of these Terms and Conditions or any Other Banking Agreement(s);

      (ii) The Bank receives any notification made or purportedly made by you or the Authorised Representative(s) in respect of the loss, theft or possible compromise of any Security Code or Security Device;

      (iii) Such action is necessary to fulfil the Bank’s legal obligations or to comply with an order of a court of competent jurisdiction or the Bank’s internal policies and procedures;

      (iii) Such action is necessary to fulfil the Bank’s legal obligations or to comply with an order of a court of competent jurisdiction or the Bank’s internal policies and procedures;

      (v) You are insolvent, unable to repay your debts as they fall due, have a receiver, administrator or manager appointed over the whole or any part of your assets or business, make any composition or arrangement with your creditors or an order or resolution is made for your dissolution, or liquidation (other than for the purpose of solvent amalgamation or reconstruction);

      (vi) Any relevant licence or authorisation required for the Bank to fulfil these Terms and Conditions, provide the Online Banking Services or operate the system for the Online Banking Services, is terminated or suspended;

      (vii) You are or become subject to a regulatory investigation and/or legal proceeding whereby continuing to provide the Online Banking Services to you is in the reasonable view of the Bank likely to affect the Bank’s reputation; and

      (vii) You are or become subject to a regulatory investigation and/or legal proceeding whereby continuing to provide the Online Banking Services to you is in the reasonable view of the Bank likely to affect the Bank’s reputation; and

    4. Upon termination of the Online Banking Services, your ability to access and use the Online Banking Services will cease provided, however, each transaction or dealing that has been initiated prior to the termination date that has not been fully executed, will not be rescinded (unless the Bank, in its sole discretion, determines otherwise) and shall remain subject to these Terms and Conditions until fully completed. The Security Devices licences referred to in Clause 6.1 terminate upon the termination of the Online Banking Services.
    5. The Bank shall not be liable for any loss or damage suffered by you as a result of or arising out of any voluntary or involuntary suspension or termination of the Online Banking Services for any reason whatsoever.
    6. Upon termination of the Online Banking Services, your ability to access and utilise the Online Banking Services will cease provided, however, any Instruction properly received by the Bank and each transaction or dealing that has been initiated prior to the termination date that has not been fully executed, will not be rescinded (unless the Bank, in its sole discretion, determines otherwise) and shall remain subject to these Terms and Conditions until fully completed. The Security Devices licences referred to in Clause 6.1 terminate upon the termination of the Online Banking Services. You shall preserve all data pertaining to or received through the Online Banking Services and all software provided to you by the Bank (including copies you have made) unless the Bank notifies you otherwise. If requested, you shall destroy or delete any such data in accordance with any procedure the Bank may prescribe. You shall also pay all charges due under these Terms and Conditions.
    7. The termination of your access to and use of the Online Banking Services will not affect any of the provisions of these Terms and Conditions which Is capable of being performed and/or which is intended to survive, operate or continue to have effect after such termination. Termination will not prejudice any right of action already accrued to any party in respect of any breach of these Terms and Conditions by the other party.
  16. CHARGES
    1. You agree to pay such charges (if any) for the provision of the Online Banking Services and all ancillary services, as the Bank shall advise you from time to time.
    2. The Bank may vary its charges and the frequency and dates of payment of such charges on giving you not less than thirty (30) days’ notice. These charges are in addition to any charges for specific banking or other services the Bank might provide in response to Instructions. You should inform the Bank if you wish to receive details of the Bank’s charges for particular banking or other services.
    3. You shall make all payments free and clear of and without deduction, withholding or set-off on account of any tax or levy or any other charges present and future and you authorise the Bank to debit any of your accounts any charges for the provision of the Online Banking Services.
    4. You shall be liable for any goods and services tax, value-added tax or any other tax of a similar nature chargeable by law on any payment you are required to make to the Bank. If the Bank is required by law to collect and make payment in respect of such tax, you shall indemnify the Bank against such payments.
  17. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
    1. You acknowledge and accept that the Online Banking Services, as well as all of its components, including, without limitation to, technical, literature or any other designs, processes, software, hardware, programmes, data, documents, information and contents contained in or incorporated into the same (collectively, the “Contents”), are the property of the Bank or of other interested parties or both (as the case may be), including third parties from whom the Bank has obtained rights including licenses and rights to issue licenses, and intellectual rights may subsist in the Contents whether in whole or in part. The Bank retains all proprietary right and any other right which it has, on its own or through third parties, or in the future it may have over the Online Banking Services, including all service elements and you do not acquire any proprietary or intellectual property rights in the Contents. If you may acquire such rights, you agree to transfer and assign these rights to the Bank and execute all documents that may be required to effect this.
    2. You will not copy or duplicate on your own or through other persons or entities, nor will you allow another person to copy or duplicate, all or any part of the Online Banking Services module, document or component without the Bank's prior written consent.
    3. You acknowledge and agree that you shall not directly or indirectly sell, lease, license, assign, transfer or otherwise charge or encumber any specification documents, templates and formats, systems or programs and any other materials, software, hardware, equipment or information, relevant to the Online Banking Services which are from time to time in whole or in part provided, developed and/or used by the Bank or by you in connection with the Online Banking Services.
    4. You acknowledge and agree that you shall not directly or indirectly sell, lease, license, assign, transfer or otherwise charge or encumber any specification documents, templates and formats, systems or programs and any other materials, software, hardware, equipment or information, relevant to the Online Banking Services which are from time to time in whole or in part provided, developed and/or used by the Bank or by you in connection with the Online Banking Services.
  18. LIMITATION OF LIABILITY AND INDEMNITY
    1. You acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using internet and you expressly assume such risks. The Bank makes no warranty or representation as to the foregoing. You are satisfied with the adequacy and suitability of the Online Banking Services as a delivery mechanism for data and instructions and of the security procedures.
    2. You acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using internet and you expressly assume such risks. The Bank makes no warranty or representation as to the foregoing. You are satisfied with the adequacy and suitability of the Online Banking Services as a delivery mechanism for data and instructions and of the security procedures.
    3. The Bank shall not at any time incur any liability to you (and you hereby expressly waive and release any and all claims and causes of action which you may at any time have against the Bank) in connection with any acts, omissions or circumstances at any time arising out of or relating to these Terms and Conditions, or a transaction contemplated by these Terms and Conditions (other than any such acts or omissions amounting to gross negligence or wilful default on the part of the Bank).
    4. Without limiting the foregoing, the Bank shall not be:

      (i) Obligated to accept and shall not be liable for failing to accept any Instruction;

      (ii) Liable for any failures, delays, errors, claims or damages in the execution or effectuation of any transaction occasioned by the fault or negligence of any other bank or party, nor shall the Bank be liable for any other cause beyond its control;

      (iii) Liable for any errors, defect, breakdown, deficiency, malfunction or failure in respect of the system, software or telecommunication system in relation to the Online Banking Services (whether belonging to or operated by the Bank or otherwise);

      (iv) Liable for executing incorrect or inaccurate Instructions received by it;

      (v) Liable for failing to execute instructions not received by the Bank;

      (vi) Liable for malfunctions or capacity reduction in the Online Banking Services or in public communications facilities not under the Bank's control that may affect the accuracy, timeliness of or transmission of our instructions to the Bank or other communications with the Bank; and

      (vi) Liable for malfunctions or capacity reduction in the Online Banking Services or in public communications facilities not under the Bank's control that may affect the accuracy, timeliness of or transmission of our instructions to the Bank or other communications with the Bank; and

    5. The Bank shall at all times be indemnified, reimbursed and held harmless by you from and against any and all claims, demands, causes of actions, liabilities, losses, damages, costs and expenses which may at any time be imposed upon, incurred or suffered by, or asserted against the Bank in connection with any acts, omissions or circumstances arising out of or relating to these Terms and Conditions, or any breach by you of these Terms and Conditions, infringement of third party intellectual property rights or any other matter or transaction contemplated by these Terms and Conditions (other than any such acts or omissions amounting to gross negligence or wilful default on the part of the Bank).
  19. OTHER BANKING AGREEMENTS WITH THE BANK
    1. You agree that the Bank is entitled to rely on the Instruction, notwithstanding anything to the contrary contained in any other agreements or contracts between the Bank and you in relation to the your accounts or the banking facilities and/or services provided to you by the Bank ("Other Banking Agreement(s)"). Subject to the Bank’s procedures or requirements, any reference in the Other Banking Agreement(s) to instructions, notifications or other communications between you and the Bank which must be in writing may be satisfied by an electronic communication through the Online Banking Services.
    2. Each transaction to be effected pursuant to an Instruction shall also be subject to the terms and conditions of the applicable Other Banking Agreement(s). You shall ensure that the proposed transaction shall comply with the terms and conditions of the applicable Other Banking Agreement(s) prior to giving Instruction to the Bank. Notwithstanding the above, the Bank is authorised (but not obliged) to give effect to an Instruction even if such Instruction may be inconsistent or conflict with the Other Banking Agreement(s), and such Instruction if acted upon shall be binding on you.
    3. When the Bank introduces new services under the Online Banking Services, it may provide them on supplementary terms which will be notified to you from time to time in accordance with these Terms and Conditions.
    4. These Terms and Conditions are a set of Specific Terms and Conditions referred to in the Bank’s [General Terms and Conditions] and you agree that the Online Banking Services will be subject to these Terms and Conditions, the Bank’s [General Terms and Conditions] and such other terms as may be agreed between you and the Bank in relation thereto. In the event of conflict or inconsistency between the Bank's [General Terms and Conditions] and these Terms and Conditions, the latter shall prevail in respect of the Online Banking Services.
  20. REPRESENTATIONS AND WARRANTIES
    1. You represent and warrant at all times that:

      (i) All information that you provide to the Bank in connection with the Online Banking Services (including your particulars and those of your Authorised Representative(s) and User(s) is complete, true and accurate;

      (ii) You are validly existing, not insolvent and legally capable of entering into and performing your obligations under These Terms and Conditions; and

      (ii) You are validly existing, not insolvent and legally capable of entering into and performing your obligations under These Terms and Conditions; and

  21. COMMUNICATION
    1. All notices, demands or other communications to be given under these Terms and Conditions must be in writing and shall be delivered personally or sent by prepaid registered post or facsimile or email. Such notices, demands or other communication will be delivered / sent to your address, facsimile number or email last provided to and registered with the Bank.
    2. You must promptly inform the Bank in writing of any change in your mailing address, fax number and/or email address for communication or any of your relevant particulars for the Banks’s records. If requested, you shall provide the Bank with all required supporting documents. The change / updates to the Bank’s records will take effect in not less than seven (7) business days from receipt.
  22. MISCELLANEOUS
    1. You must promptly make available to the Bank and/or to any relevant regulatory authority any information and/or documentation as the Bank may reasonably request in order to fulfil the Bank’s legal or regulatory obligations or any requirements which the Bank needs or agrees to comply with or as requested by any relevant regulatory authority from time to time. You must also provide, upon the Bank’s reasonable request such assistance or cooperation as the Bank may require in connection with any investigation or dispute resolution process.
    2. The Bank reserves the right to inspect and conduct an audit to ensure that you have complied with your obligations under these Terms and Conditions and you must comply with such request and render all necessary assistance to the Bank. In the event any non-compliance is discovered, you shall be responsible for any costs reasonably incurred in respect of the conduct of the audit and any rectification action.
  23. ASSIGNMENT AND TRANSFER
    1. Use of and access to the Online Banking Services is personal to you. You may not assign or otherwise dispose of any benefit which you may receive under these Terms and Conditions to any third party, unless otherwise agreed in writing by the Bank. The Bank may transfer any or all of the Bank’s rights and obligations under these Terms and Conditions without your consent to any Bank Member by giving you written notice. Upon notification of the transfer, the transferee will assume all the rights and obligations from the date of the transfer.
  24. DELEGATION

    The Bank may, without notice to you and/or without your consent, appoint an agent or third party to facilitate the provision of all or any part of the Online Banking Services. The Bank shall use reasonable care in selecting such agent or third party, but the Bank shall not be liable for any loss, damage, delay or failure to perform occasioned by the acts or omissions of any such third party or agent.

  25. SEVERABLE
    1. If any provision of these Terms and Conditions is determined to be invalid or unenforceable pursuant to any applicable law, such provision shall be fully severable and deemed to never have comprised part of these Terms and Conditions and the remaining provisions of these Terms and Conditions shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by its severance from these Terms and Conditions of Access.
  26. WAIVER

    No forbearance, delay or indulgence by the Bank in enforcing these Terms and Conditions shall prejudice or restrict the Bank’s rights to enforce the same and no waiver of the Bank’s rights shall operate as a waiver of any continuing, succeeding or subsequent breach of the same or any other provision of these Terms and Conditions, unless otherwise agreed in writing by the Bank. No right, power or remedy herein conferred upon or reserved by the Bank is exclusive of any other right, power or remedy available to the Bank and each such right, power or remedy shall be cumulative, unless otherwise expressly stipulated in these Terms and Conditions.

  27. ENTIRE AGREEMENT
    1. You expressly acknowledge that you have read these Terms and Conditions and understood its provisions. You agree that subject to Clause 27.2, these Terms and Conditions constitute the entire agreement between you and the Bank with respect to the Online Banking Services.
    2. The Bank may at any time amend, vary or supplement any provision of these Terms and Conditions or prescribe additional terms and conditions by giving at least 30 days’ prior written notice to you. Such amendment, variation, supplement or additional terms shall be read together with these Terms and Conditions and shall be considered an integral part of these Terms and Conditions. If you do not agree to be bound by the amendment, variation, supplement or additional terms of these Terms and Conditions, you shall and shall procure your Authorised Representatives to cease all access to and use of the Online Banking Services and terminate this Online Banking Services immediately. You agree that if you continue to or permit any of your Authorised Representatives to access and/or use the Online Banking Services after being notified of such amendment, variation, supplement or additional terms, such access and/or use shall constitute an affirmative acknowledgement by you of the same and your agreement to abide and continue to be bound by these Terms and Conditions as amended, varied, supplemented.
  28. RIGHTS OF THIRD PARTIES

    No person who is not a party to these Terms and Conditions shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any of the provisions of these Terms and Conditions.

  29. GOVERNING LAW AND JURISDICTION

    These Terms and Conditions and any disputes arising thereunder shall be governed by and construed in accordance with the laws of the Republic of Singapore and the parties agree to submit to the non-exclusive jurisdiction of the Singapore courts.