1. This is the Country Addendum for Australia to the UOB Business Internet Banking Service Agreement (the Agreement).

Transcription

1 UOB BUSINESS INTERNET BANKING SERVICE AGREEMENT COUNTRY ADDENDUM (AUSTRALIA) 1. This is the Country Addendum for Australia to the UOB Business Internet Banking Service Agreement (the Agreement). 2. Where any Services are provided to Customers in or into Australia, the Agreement shall be amended or supplemented in relation to such Services as follows. (i) The definition of Applicable Laws shall be deleted and replaced as follows: Applicable Laws means all statutes, laws, rules, regulations, directives, circulars, notices (whether of governmental body or authority or selfregulatory organisations in relation to which any UOB Group Bank is a member, or otherwise), whether in or outside Singapore which are applicable to any UOB Group Bank and/or the Customer and/or to which any UOB Group Bank and/or the Customer is subject. For the avoidance of doubt, Applicable Laws includes applicable legislation of Australia, including the Corporations Act 2001 (Cth), the Privacy Act 1988 (Cth), the Anti-money Laundering and Counter-terrorism Financing Act 2006 (Cth), the Banking Act 1959 (Cth) and the Electronic Transactions Act 1999 (Cth), and all rules and regulations associated with these Acts. (ii) The definition of Banking Day shall be deleted and replaced as follows: Banking Day means a day on which any UOB Group Bank is open for business in the Australian state or territory in which it operates. (iii) Clause 4.9 shall be deleted and replaced as follows: Each UOB Group Bank may, in its absolute discretion and without liability, refuse to act on or delay acting on any Instruction if it knows of or suspects a breach of security or breach, or likely breach, of Applicable Laws, in respect of or in connection with the operation of one or more of the Accounts or the Services generally or if it has terminated this Agreement pursuant to Clause 12 hereof. In the event that UOB Group Bank does not act on or delay acting on an Instruction pursuant to the foregoing, the Customer shall be informed (to the extent permitted by Applicable Laws) of this as soon as is reasonably possible. (iv) Clause 5.2 shall be deleted and replaced as follows: Neither the Customer nor the Customer Users will acquire any rights whatsoever to Security Tokens. Security Tokens shall at all times remain the property of the UOB Group Bank which issued or provided the Security Tokens and shall be returned to that UOB Group Bank on demand. All present and future intellectual property rights related to such Security Tokens shall remain the property of the UOB Group Bank and any relevant third parties approved by that UOB Group Bank. Page 1 of 5

2 (v) A new Clause 7.7 shall be added as follows: The Customer agrees to provide all addresses and telephone numbers as required by the UOB Group Bank in relation to the use of Business Internet Banking and the Services. (vi) Clause 8.7 shall be added as follows: The Customer undertakes that, when using Business Internet Banking, the Customer shall comply with all Applicable Laws and all policies, procedures and directions communicated to the Customer by the UOB Group Bank from time to time. The Customer further undertakes that, when using Business Internet Banking outside of Australia, the Customer shall adhere to any requirement of the country or region where the Customer utilises Business Internet Banking. The Customer shall assume all risks associated with its use of Business Internet Banking outside of Australia. (vii) Clause 11.1 shall be deleted and replaced as follows: The Customer expressly and irrevocably authorises and permits each UOB Group Bank and each of its Officers to divulge, reveal or disclose any and all of the particulars and information relating to the Customer, any Customer User, any Account or any Instruction to any of the following persons at any time and from time to time: (a) (b) (c) (d) (e) (f) any corporation which is deemed to be a related corporation of any UOB Group Bank by virtue of section 6 of the Singapore Companies Act, Cap. 50, or other Applicable Laws; any Customer Affiliate which accesses and utilises Business Internet Banking and Services; all courts, governmental agencies and lawful authorities in Singapore, Australia and elsewhere where the disclosure is required by the Applicable Laws. This includes (without limitation) disclosure to the Australian Securities and Investments Commission, the Australian Prudential Regulation Authority and the Australian Transaction Reports and Analysis Centre, and disclosure to other persons where required by Australian Applicable Laws including (without limitation) the Corporations Act 2001 (Cth), the Anti-money Laundering and Counter-terrorism Financing Act 2006 (Cth), and the Banking Act 1959 (Cth); any person which the UOB Group Bank or any Officer in good faith considers to be appropriate for the purpose of providing the Services, including any agents, contractors or third party service provider which have agreed to perform works or services for the UOB Group Bank in connection with and which affect or may affect the operation of any Account or Service or Business Internet Banking; any person in connection with the use or maintenance of any Account or Service or the provision by any UOB Group Bank of any service to the Customer or any person who owns, operates, provides or maintains any part of any system or equipment relevant to the provision of Business Internet Banking or any Service; any guarantor or surety of any indebtedness, liability or obligation of the Customer, including any person who provides any security to any UOB Group Bank for any such indebtedness, liability or obligation; or Page 2 of 5

3 (g) any other person at any time where the particulars of any Account were inadvertently divulged, revealed or disclosed to or accessed by such person through no wilful default of the UOB Group Bank or its relevant Officer(s). For the purposes of this Clause 11.1, Customer Affiliate means any person, body corporate, partnership, firm or other entity in which the Customer directly or indirectly: (i) (ii) (iii) (iv) (v) owns more than half the capital or business assets; or has the power to exercise fifty percent (50%) or more of the voting rights in such entity; or has the legal power to direct or cause the direction or general management or affairs of the entity in question; or has the power to appoint more than half the members of the supervisory board, board of directors or bodies legally representing such entity; or has the right to manage the business of such entity. (viii) A new clause 11.3 shall be added as follows: The Customer represents and warrants that the disclosure of information by the Customer to any UOB Group Bank does not constitute a contravention of any Applicable Laws. (ix) Clause 12.2 shall be deleted and replaced as follows: Business Internet Banking may be varied by the UOB Group Bank at any time either with respect to any Service or any service or facility provided through Business Internet Banking or generally by giving notice thereof to the Customer and the UOB Group Bank may terminate the option of Single Control at any time with notice to the Customer. For the purpose of this Clause 12.2, Single Control means that a Customer User is authorised to create and approve all transactions including his own. (x) Clause 12.4 shall be deleted and replaced as follows: Any UOB Group Bank may terminate this Agreement with immediate effect by notice to the Customer, if the Customer commits a material breach of this Agreement or the Customer, under the laws of any applicable jurisdiction: (a) becomes or is deemed insolvent; (b) an application is made to a court for an order, or an order is made, that it be wound up, declared bankrupt or that a provision liquidator or receiver or receiver and manager be appointed; (c) a liquidator, administrator, controller or receiver is appointed; (d) enters into an arrangement or composition with its creditors to carry out a reconstruction or amalgamation while solvent; (e) proposes a winding-up, dissolution, moratorium, deed of company arrangement or other administration involving one or more of its creditors; (f) is taken to have failed to comply with a statutory demand; (g) ceases to carry on business or threatens to do so; or (h) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the events set out in paragraphs (a) to (h). Page 3 of 5

4 (xi) The first paragraph of Clause 13.2 only shall be deleted and replaced as follows: To the maximum extent permitted by Applicable Law, each UOB Group Bank shall not be liable to the Customer for any Loss caused by or arising from any one or more of the following events or matters, howsoever caused or occurring: (xii) Clause 13.4 shall be deleted and replaced as follows: To the maximum extent permitted by Applicable Law, no representation or warranty is made or given by any UOB Group Bank to the Customer or any person and no obligation or liability is assumed by any UOB Group Bank to the Customer or any person as regards the availability or continued availability or operation of any Service or any service or facility through Business Internet Banking or any telecommunication or electronic equipment, system or terminal (whether or not provided, operated or maintained by any UOB Group Bank or otherwise) notwithstanding any provision to the contrary in this Agreement. (xiii) A new Clause 13.6 shall be added as follows: Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. (xiv) A new Clause 13.7 shall be added as follows: If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a Non-Excludable Provision), and any UOB Group Bank is able to limit the Customer s remedy for a breach of the Non-Excludable Provision, then the liability of the any UOB Group Bank for breach of the Non-Excludable Provision is limited to one or more of the following at such UOB Group Bank s option: (a) (b) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. (xv) Clause 18.1 shall be deleted and replaced as follows: The UOB Group Banks are required to act in accordance with the laws and regulations operating in Singapore and various jurisdictions (including Australia) which relate to the prevention of money laundering, terrorist financing and the provision of financial and other services to any persons or entities which may be subject to sanctions ( Regulations ). Any UOB Group Bank may take any action which it, in its sole and absolute discretion, considers appropriate to take in accordance with the Regulations. Page 4 of 5

5 (xvi) Clause 20.1 shall be deleted and replaced as follows: The Parties agree to comply with all applicable data protection and other laws to the same or similar purpose in all relevant jurisdictions; in particular, the Privacy Act 1988 (Cth) ("Privacy Act") and all subsidiary legislation, regulations, guidelines, orders, codes of conduct issued under the Privacy Act from time to time, and any other applicable legislation in force from time to time in any Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia) affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data. 3. Governing Law And Jurisdiction 3.1 Insofar as any Services are provided to Customers in or into Australia, the Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales. 3.2 The Customer submits to the non-exclusive jurisdiction of the courts of the State of New South Wales with respect to any legal proceedings which may be initiated in connection with this Agreement. 3.3 The Customer shall not commence or continue any legal proceedings against any UOB Group Bank in any jurisdiction other than in Australia with respect to any matter, claim or dispute so long as that UOB Group Bank is prepared to submit to the jurisdiction of the courts of Australia with respect to that matter, claim or dispute and the Customer shall before commencing proceedings against that UOB Group Bank in any jurisdiction with respect to any matter, claim or dispute other than Australia seek that UOB Group Bank s written agreement to submit to that foreign jurisdiction with respect thereto. 3.4 Service of any process or document by which any proceedings in any court in Australia are commenced may be effected in any manner permitted for communications hereunder or otherwise in accordance with the Applicable Laws in the relevant Australian jurisdiction, including the Commonwealth of Australia and any State or Territory of Australia (and including, without limitation, the Uniform Civil Procedure Rules in each State and Territory), as amended from time to time. Page 5 of 5