Deutsche Bank General Commercial Payment Services Conditions

Transcription

1 Deutsche Bank General Commercial Payment Services Conditions

2 General Commercial Payment Services Conditions 1. DEFINITIONS 1.1 In these General Commercial Payment Services Conditions, the following terms will mean the following: Agreed Day If a day has been agreed for the execution of Payment Orders and Direct Debit instructions, that day is the Agreed Day. Agreement The Commercial Payment Services Agreement between the Bank and the Client and any other agreement between the Bank and the Client or the Bank and multiple Clients relating to the provision of Payment Services. Available Balance The amount on a Payment Account, increased by any debit balances permitted, that is available to the Client, subject to the provisions in the relevant Agreement(s). Bank Deutsche Bank AG, acting through its Amsterdam branch BGfo Decree on Market Conduct Supervision of Financial Undertakings FSA (Besluit Gedragstoezicht financiële ondernemingen Wft / BGfo). Business Day A day on which the Bank and another payment service provider involved in executing a Payment Transaction are open for the required activities. Cardholder The Client or a person authorised by the Client and to whom the Bank has issued a Debit Card. Client The person in whose name the Payment Account with the Bank is held. Close of Business hours on a Business Day. Collector The (legal) person or partnership who collects funds by means of a direct debit product. Conditions These GCPSC, the General Banking Conditions and the Product Conditions. Credit Card A credit card issued for commercial use by a third party on the Bank s behalf. Currence Currence Holding B.V. (or its legal successor(s)) or one of its subsidiaries (or its (their) legal successor(s)). DB Group All entities directly or indirectly constituting part of the same group of companies as the Bank.. Debit Card A bank card, not being a credit card, with a Maestro logo and equipped with a PIN, that can be used to make payments to the debit of the Payment Account via a point-of-sale terminal, in the Netherlands at a Maestro- business or institution or abroad at a Maestro-accepting business or institution. Direct Debit A European Direct Debit as described in Clause 45. EEA The European Economic Area, comprising the member states of the European Union, Liechtenstein, Norway and Iceland. EPC European Payments Council. Equens Equens S.E. (or its legal successor(s)) or one of its subsidiaries (or its (their) legal successor(s)). GCPSC These General Commercial Payment Services Conditions, as may be amended, supplemented or readopted from time to time. General Banking Conditions The general banking conditions filed with the Registrar s office of the District Court of Amsterdam on 27 July 2009, as may be amended from time to time in accordance with these conditions. In Writing A letter, , fax or, in the case of communications from the Bank to the Client, an announcement posted on the Bank s website, unless stated otherwise in these GCPSC. Internet Banking Use by the Client of the Payment Account and Payment Services via an internet environment made available by the Bank or another entity within the DB Group, as referred to in the General Commercial Internet Banking Conditions of the Bank. Payee The intended recipient of the funds to which a Payment Transaction relates. Payment Account An account (which may be a Savings Account) held by the Client with the Bank and used for the execution of Payment Transactions. Payment Instrument A set of procedures and instruments as agreed upon from time to time between the Bank and the Client, which the Client, and insofar as applicable the Payee, can use to initiate a Payment Order. Payment Order An instruction issued by the Client to the Bank, or in the case of a Direct Debit, by the Payee on the Client s behalf to the Bank, requesting the execution of a Payment Transaction. Payment Service A service provided by the Bank to the Client involving one or more Payment Accounts, Payment Transactions and/or Payment Instruments, including services relating to a Savings Accounts. Payment Services Directive The Directive of the European Parliament and of the Council of 13 November 2007 on Payment Services in the Internal Market (2007/64/EC). Payment Transaction An act initiated by or on behalf of the Client or the Payee where funds are deposited into, withdrawn from or transferred to or from the Payment Account, irrespective of whether there are underlying obligations between the Client and the Payee, where the Payee may also be the Client itself. Signature List The form made available by the Bank on which the Client indicates the persons authorised to represent the Client with regard to a Payment Account. PIN A personal identification number to be used by the Cardholder in combination with the Debit Card or Chipknip. Privacy and Cookies Statement The Bank s policy on processing personal data relating to Payment Services, as published on the Bank s website and as may be amended, supplemented or readopted from time to time in accordance with Clause 4. Product Conditions The conditions of the Bank applying to a specific Payment Service or the use of a specific Payment Instrument, whether or not included in these GCPSC, and as may be amended, supplemented or readopted from time to time. Savings Account A commercial savings account with the Bank. SEPA Single Euro Payments Area. Unique Identifier An instrument provided or accepted by or on behalf of the Bank, whether or not in the form of a code and/or password (consisting of a combination of letters, digits and symbols), which the Client, or a person acting on the Client s behalf, must provide to the Bank for the identification of a Payee in connection with a Payment Service. Value Date The reference date used by the Bank for the calculation of interest on funds that are debited from or credited to a Payment Account. 1.2 These GCPSC and the Commercial Payment Services Agreement constitute a framework contract within the meaning of Title 7B of Book 7 of the Dutch Civil Code. This framework contract also includes any other Agreements and the applicable Product Conditions. 2. SCOPE 2.1 The provisions of these GCPSC are applicable to the legal relationships arising from and relating to each Agreement and the Payment Services. 2.2 The General Banking Conditions apply to any Agreement and the Payment Services, insofar as these GCPSC do not provide otherwise. 2.3 In the event of any conflict between Product Conditions, the GCPSC, the General Banking Conditions and any Agreement, the provisions of the relevant Agreement will prevail, followed by the Product Conditions, the GCPSC and, lastly, the General Banking Conditions. 2.4 When executing specific Payment Services the Bank may be required to comply with the trading or settlement procedures that are usual in or have been set for the jurisdiction in which the payment is executed or settled, or the rules that an institution, such as Equens, Currence or the EPC, or any other governmental or non-governmental organisation has laid down. In the event of any conflict between any such rules and the GCPSC, the Bank will execute the Payment Services on the basis of these rules. General Commercial Payment Services Conditions 02

3 3. CLIENT DATA 3.1 With a view to the Payment Services to be provided by the Bank, when entering into the legal relationship with the Bank, the Client will provide the data that are requested in the Commercial Payment Services Agreement. 3.2 The Client will provide the Bank with the data required to provide the Bank with insight into the Client s ownership and control structure, using the forms made available by the Bank for this purpose. At the Bank s first request, the Client will provide the Bank with additional information relating to the Client s ownership and control structure. 3.3 At the Bank s first request, the Client will provide the Bank with all information regarding its activities and the purposes for which Payment Services are used. The Bank will observe the applicable privacy legislation when making such a request and when processing the requested information. 3.4 At the Bank s request, the Client and the authorised users designated by the Client in accordance with Clause 9 will fully cooperate and provide all information needed to verify their identity and any additional personal or other data considered relevant by the Bank in respect of the Payment Services. 3.5 The Client guarantees the accuracy and completeness of data provided to the Bank by the Client and the authorised users. 3.6 If a change occurs with regard to the data provided to the Bank by the Client or an authorised user, including the data provided in the Commercial Payment Services Agreement or an appendix thereto, the Client or authorised user will immediately notify the Bank of these changes In Writing. Until the Bank has received such notification, the Bank may assume that the data provided to the Bank are correct. The Bank is not liable for any loss or damage arising from any actions that it performs on the basis of data advised by the Client or the authorised user to the Bank that prove to have changed or to be incorrect. 3.7 The specimen signatures given by the Client s representative(s) and authorised users to the Bank constitute examples of their current signatures, unless the Client has provided the Bank with a revised signature. 3.8 The Bank may, on the Client s behalf, add certain data relating to the Client or the Client s Payment Account, as indicated in the relevant document, to an Agreement or form after the Client has signed and returned the relevant Agreement or form to the Bank. Data added by the Bank constitute part of the relevant Agreement or form and the relationship between the Client and the Bank. 3.9 Unless the Conditions specify a term for processing changes, any changes in Client or other data advised by the Client to the Bank will be handled and processed by the Bank within a reasonable period. 4. PROCESSING OF PERSONAL DATA 4.1 The Bank will process the Client s personal data in accordance with the Privacy and Cookies Statement. By entering into any Agreement the Client accepts that its personal data will be processed in accordance with the Privacy and Cookies Statement. The Bank may from time to time amend the Privacy and Cookies Statement. Any such amendments will become effective from the day on which the amended Privacy and Cookies Statement is posted on the Bank s website. 4.2 The Client agrees that the Bank may be in certain circumstances required to disclose information relating to the Payment Services and its relationship with the Client, including but not limited to the following situations: a. the Bank is obliged to do so by applicable legislation, regulations or directives or by a court or similar order that is enforceable in the relevant jurisdiction; b. the Bank is obliged to do so by any professional or self-regulating organisation (whether of governmental or other nature), by a supervisor or by a court or similar order that is enforceable in the relevant jurisdiction; c. the Bank is obliged to do so by a department or agency of the Dutch government, or by any other government department or agency in the relevant jurisdiction. 4.3 The Bank may be required to observe confidentiality when providing information as referred to in Clause 4.2 to third parties. Also in this connection, the Bank is in no way obliged to notify the Client of the provision of information as referred to in Clause FORMS AND OTHER CLIENT COMMUNICATIONS WITH THE BANK 5.1 When providing data on the grounds of these GCPSC or other Conditions to the Bank, the Client will make use of the forms that the Bank makes available for this purpose on its website. Deviation from this provision is not allowed, unless it is provided otherwise in these GCPSC or other Conditions or is explicitly agreed otherwise between the Bank and the Client, or the Bank explicitly confirms to the Client that the Client may submit the data to the Bank in another way. If no form is available, the Client must contact the Bank and follow the instructions given by the Bank. 5.2 Communications from the Client to the Bank will in principle be in Dutch. Unless it is agreed that communications may be in another language, the Bank is not obliged to take into consideration communications, including Payment Orders, in a language other than Dutch. 6. ACCOUNT STATEMENTS AND BANK COMMUNI- CATIONS WITH THE CLIENT 6.1 The Bank may, at its discretion, correspond with the Client in the following ways to provide account statements, issue notifications and confirmations and so on: a. in writing (by letter, fax, account statements and/or in national daily newspapers); b. by telephone; c. electronically (including SWIFT), by , via the Bank s website or via the Bank s internet banking environment; d. orally; or e. in the case of Payment Transactions involving a Debit Card, via the point-of-sale terminal or cash dispenser screen. 6.2 The Bank may provide account statements and other correspondence to the Client on paper or electronically. 6.3 Balance information provided electronically on a day that is not a Business Day or at a time after the Close of Business may differ from the actual balance on that Payment Account at that time. 7. PAYMENT ACCOUNT 7.1 The Payment Account is to be used for transferring, depositing, receiving and withdrawing funds for and by the Client in connection with the conduct of its business or the performance of its occupation. 7.2 The Payment Account is personal and may only be used by the Client, optionally represented in this matter by an authorised user. 7.3 Without prior permission In Writing from the Bank, the Client s rights vis-à-vis the Bank in relation to its Payment Account(s) cannot be transferred and/or pledged to any party other than the Bank. 7.4 A Payment Account may not have a debit balance, unless explicitly agreed In Writing by the Bank and the Client. 7.5 The balance on the Payment Account is maintained in euros, unless expressly agreed otherwise between the Bank and the Client. 7.6 Unless it has been agreed that the Payment Account is not maintained in euros, the Bank will convert any non-euro amounts to be administrated on a Payment Account into euros. Currency conversion will take place on the basis of the exchange rate determined by the Bank at the time of the execution of the currency conversion. If the Payment Account is maintained in a currency other than the euro, the Bank will convert the amounts to be administrated on the Payment Account that are not denominated in the currency of the Payment Account into that currency. Any conversion costs are for the account of the Client. The Bank will not be liable for any loss or damage arising from the execution of the currency conversion referred to in this clause. 7.7 The Bank may close the Client s Payment Account if the Payment Account is not used for Payment Transactions during a period of twelve months and/ or if correspondence from the Bank to the Client is returned to the Bank because of being undeliverable. The Bank will retain any credit balance on this Payment Account for the benefit of the entitled party or parties for a maximum of five years, without being obliged to pay credit interest on such amounts. Any debit balance at the time of the closure of the Payment Account will become immediately due and payable, and the Bank will continue to charge debit interest on such amounts 8. OPENING A PAYMENT ACCOUNT 8.1 The Client can use a Payment Account in accordance with these GCPSC from the moment that: a. the Bank has received from the Client the Commercial Payment Services Agreement and any related annexes, b. the Bank has carried out a know-your-client check; c. the Bank has accepted the request to open a Payment Account; and d. the Bank has informed the Client In Writing that the latter s request for the opening of a Payment Account has been accepted. 8.2 After the Bank has opened a Payment Account, a Client may request the Bank to open one or more additional Payment Accounts. The Client may use any additional Payment Account(s) after the Bank has approved the request to open the additional Payment Account(s) and the Client has received confirmation thereof In Writing. 9. AUTHORISED USERS OF THE PAYMENT ACCOUNT 9.1 When sending in the Commercial Payment Services Agreement, the Client will provide the Bank with a Signature List naming the persons authorised to represent the Client in relation to Payment Services. 9.2 The persons named in the Signature List are authorised by the Client to perform any actions (involving both the management and disposal of the account) on the Client s behalf and at the Client s expense that might occur between a bank and its client, with due regard to the restrictions stated in the Signature List. This includes issuing Payment Orders and concluding General Commercial Payment Services Conditions 03

4 any additional Agreements between the Bank and the Client relating to the provision of Payment Services as well as the cancellation of one or more Agreements. Notwithstanding the Signature List, the Bank remains entitled, but not obliged, to only accept the conclusion or cancellation of an Agreement if it is signed by one or more persons authorised to do so according to the Client s inclusion in the Trade Register of the Chamber of Commerce. The same applies to forms or other documents In Writing provided by the Client to the Bank, containing, for instance, a request to change Agreements or Payment Services. 9.3 Restrictions to the authorisation can only be applied if they have been approved by the Bank In Writing. 9.4 The authorisation is independent of everything that has been or will be registered or published in the Trade Register of the Chamber of Commerce or elsewhere in relation to the authorisation granted or revoked by the Client. 9.5 The Client may make changes to the persons authorised to represent the Client in relation to Payment Services by means of a revised Signature List or in any other manner prescribed by the Bank. 9.6 The Bank is authorised to act in accordance with and to rely on the Signature List, unless the Bank has received and accepted a change to a Signature List or a new Signature List. 9.7 The authorised person will be bound by the GCPSC and other Conditions in the same way as the Client. If the authorised person fails to comply with the Conditions, the authorised person and the Client will be jointly and severally liable for any resulting loss suffered by the Bank. Also in these circumstances, the Client will be liable for any Payment Transactions or other legal acts performed by the authorised person. 9.8 The authorised user is not allowed to transfer the authorisation granted to him to a third party. 9.9 The authorisation remains in force until the Client has notified the Bank in Writing that the authorisation has been revoked and the Bank has confirmed In Writing that it has received the relevant information. 10. PAYMENT ORDERS 10.1 The Client must issue Payment Orders to the Bank in the following manner and with due regard to these GCPSC, save for deviations explicitly approved by the Bank: in writing, using the forms specified by the Bank that have been completed clearly, correctly and in full and have been duly signed; a. electronically or using a telecommunications system acceptable to the Bank, using the designated code(s) where necessary, and otherwise in accordance with the provisions that are applicable to the use of the relevant Payment Instrument; b. by telephone, providing this is agreed between the Bank and the Client; or c. any other way agreed between the Bank and the Client Payment Orders must be issued with the aid of the Payment Instrument that is appropriate for the relevant Payment Order The Payee s account number serves as his Unique Identifier for Payment Orders that the Client submits to the Bank In Writing or electronically. Payment Orders for cross-border payments that the Client submits In Writing or electronically must include the IBAN (International Bank Account Number) of the Payee and the BIC (Bank Identifier Code) of the Payee s payment service provider If the Client submits a Payment Order to the Bank and provides the Payee s Unique Identifier in this connection, the Bank is permitted to carry out the Payment Transaction on the basis of the Unique Identifier specified by the Client. The Bank is not obliged to perform any additional checks to verify the Payee s identity. 11. RECEIPT OF PAYMENT ORDERS 11.1 A Payment Order to the debit of a Payment Account will be regarded as having been received by the Bank at the time at which the Bank records that the Payment Order reached it in the agreed way. A Payment Order sent via another method than on paper will be regarded as having been received at the time at which the Bank records the Payment Order as having been received or, if receipt is recorded after authorisation, at the time the Bank authorises the Payment Order Payment Orders to the debit of a Payment Account (whether given In Writing or otherwise) received by the Bank (a) on a day that is not a Business Day or (b) after Close of Business on a Business Day will be regarded as having been received on the next Business Day If it has been agreed that execution of a Payment Order to the debit of a Payment Account will be initiated on a specific date, at the end of a specific period or on the day on which the Client makes funds available to the Bank, the Payment Order will be regarded as being received on the Agreed Day or, if that day is not a Business Day, on the first Business Day after the Agreed Day. 12. EXECUTION OF PAYMENT ORDERS The Bank will execute Payment Orders in accordance with the provisions contained in the applicable Conditions. 13. TERM FOR EXECUTING PAYMENT TRANSACTIONS AND VALUE DATING 13.1 If (i) the Payee s payment service provider is based within the EEA and (ii) the Payment Transaction is in euros, the Bank will execute Payment Orders that it has received and where the Client is the paying party in such a way that the account of the Payee s payment service provider is credited with the amount of the Payment Transaction no later than on the end of the first Business Day immediately following the time of receipt of the Payment Order according to these GCPSC The term for executing a Payment Transaction as referred to in Clause 13.1 that is initiated on paper is one Business Day longer than the term referred to in Clause A Payment Transaction denominated in the currency, other than euros, of a country within the EEA to a payment service provider based in a country within the EEA will be executed no later than the end of the fourth Business Day after the date on which the Payment Order was received in accordance with Clause In all other cases the Bank will execute Payment Transactions within a reasonable term. 14. SETTING PAYMENTS ASIDE 14.1 The Bank may earmark Payment Transactions before they are actually posted. If the Bank receives a Payment Order on a day that is not a Business Day or after the Close of Business on a Business Day, the amount of the payment will be earmarked and the Payment Order will be executed on the next following Business Day The earmarked amount will be deducted from the Available Balance. 15. VALUE DATING 15.1 In the case of Payment Transactions in euros, the Bank will make available to the Client the amount that it receives for the Client as Payee as soon as the amount has been credited to the Bank s account, without prejudice to the provisions in Article 23 of the General Banking Conditions. The Value Date of the credit entry is the day of receipt in the Bank s account or, if that is not a Business Day, the next Business Day In the case of Payment Transactions in euros, the Value Date of a debit to the Payment Account will not be earlier than the date on which the amount of the Payment Transaction is debited from the Payment Account In the case of Payment Transactions not denominated in euros, international value-dating rules, which are available with the Bank, will apply. 16. REVOCATION OF PAYMENT ORDERS 16.1 Unless stipulated otherwise below, a Payment Order is irrevocable from the time of receipt by the Bank as specified in Clause The Client is not permitted to revoke a Payment Order initiated by the Payee after issuing the Payment Order or consenting to the execution of the Payment Transaction to the Payee The Client may revoke a Payment Order as referred to in Clause 11.3 until Close of Business immediately preceding the Agreed Day The procedural requirements applying to the revocation of Payment Orders and Direct Debit instructions are the same as those applying to the relevant Payment Order The Bank may charge a fee for revocation. 17. INCORRECT EXECUTION OF PAYMENT TRANSACTIONS 17.1 The Client is entitled to rectification of a Payment Transaction that is executed by the Bank without the Client s approval or incorrectly in the event that the Bank is liable for such unapproved or incorrect execution, if the Client immediately notifies the Bank of the transaction in question. The Bank is not required to rectify the Payment Transaction if the Client fails to notify the Bank of the unapproved or incorrect execution of the Payment Transaction immediately after becoming aware of this fact and in any case within thirteen months after the date on which the Payment Account was debited If the Client notifies the Bank of an incorrect Payment Transaction as described in Clause 17.1 within the period mentioned in Clause 17.1, the Bank will immediately rectify such transaction by restoring the Payment Account debited with the relevant amount to the position that would have occurred if the transaction that was executed by the Bank without the Client s approval or incorrectly had not taken place. This provision does not affect the right to compensation under the general rules of the law of obligations The Client is obliged to check immediately upon receipt the correctness of all statements and other information (e.g. relating to Payment Transactions that have been executed) that are provided to him by or on behalf of the Bank in whatever manner. The Client is obliged to immediately notify the Bank in Writing as soon as it observes any inaccuracy and/or omission The Client must fully cooperate with the Bank to enable it to recover any loss suffered by the Bank (or to prevent any further loss) regarding Payment Transactions that were executed incorrectly or without the Client s consent. General Commercial Payment Services Conditions 04

5 18. REFUND OF DIRECT DEBITS Refunds of Direct Debits take place to the debit of the Payment Account in conformity with the Direct Debit Product Conditions. 19. REFUSAL TO EXECUTE PAYMENT ORDERS 19.1 The Bank is not required to execute a Payment Order if: a. the Payment Order is not submitted in accordance with Clause 10.1 and/or Clause 10.2 and/or the applicable Conditions; b. the balance on the relevant Payment Account or the Available Balance is insufficient for the Payment Order to be executed; c. an attachment has been levied on the Client s account with the Bank, the Payment Account has been blocked or other comparable circumstances have arisen, including but not limited to a situation in which execution of the Payment Order would result in the Bank having a claim on the Client that the Bank will not reasonably be able to recover from the Client in the event of the Client s bankruptcy or insolvency; d. execution would conflict with the law or other applicable national or international regulations; e. the Bank considers it reasonable and necessary not to execute the Payment Order, for example because execution will conflict with internal rules or applicable procedures; f. the Client acts in contravention of an Agreement (including these GCPSC and other applicable Conditions); g. the Bank has a justifiable suspicion of fraud; and/or h. execution could damage the reputation of the Bank and/or the DB Group or affect the integrity of the banking sector If the Bank refuses to execute a Payment Order, it will notify the Client if possible, unless and to the extent prohibited by applicable national or international legislation or regulations, of the reasons for this refusal and of the procedure for correcting any factual errors that led to the refusal. The Bank will inform the Client of this in the agreed way and no later than on the end of the first Business Day after the time of receipt of the Payment Order in accordance with Clause 11. If the Payment Order is given on paper, the Bank will notify the Client of the reason for the refusal no later than one Business Day after the time referred to in the previous sentence The Bank may charge the Client for the costs of notification as referred to in Clause 19.1 if the refusal to execute the Payment Order was objectively justified. 20. CREDIT AND DEBIT INTEREST 20.1 The Bank announces on its website the credit and debit interest rates that are paid or charged in respect of the Payment Account The Bank will credit or debit interest to the Client s Payment Account at times to be determined by the Bank and to be notified to the Client. 21. CHANGES IN INTEREST AND EXCHANGE RATES 21.1 Unless agreed otherwise, changes in credit and debit interest rates or exchange rates will take effect as soon as determined by the Bank and without any need for notification to the Client The most up-to-date and applicable interest rates and the applied exchange rates can be found on the Bank s website. 22. PLEDGE 22.1 By signing the Commercial Payment Services Agreement the Client pledges to the Bank all cash and other claims that the Client has on the Bank for any reason whatsoever, including any ancillary and dependent rights (the Claims to be Pledged ). The Client pledges these Claims to be Pledged as security for all amounts that the Bank is or may be owed by the Client for any reason whatsoever (the Claims to be Secured ). The Bank accepts this pledge by opening a Payment Account The Client warrants that it is authorised to pledge the Claims to be Pledged and that the Claims to be Pledged are and will be free of rights and claims (including pledges) in favour of parties other than the Bank The pledge referred to in Clause 22.1 will arise only insofar as the Claims to be Pledged have not already been pledged to the Bank as security for the Claims to be Secured. In that case the pledge already established will remain in full force The Client grants the Bank irrevocable authorisation (including the right of substitution) to on behalf of the Client pledge to itself the Claims to be Pledged, if necessary repetitively, as security for the Claims to be Secured, and to do everything that serves that pledge To the extent necessary, the Client s signature of the Commercial Payment Services Agreement will serve as notification of this pledge to the Bank. Insofar as this pledge has not yet been established, the Commercial Payment Services Agreement will, after acceptance by the Bank, also constitute a deed of pledge If and insofar as the Client has or may have any indebtedness to the Bank, the Bank may refuse to release pledged assets, either in whole or part The provisions of this Clause 22 do not detract from, but are in furtherance of the right of pledge and the authorisation(s) referred to in the General Banking Conditions, and also the Client s obligation to provide additional security, at the Bank s first request, for the Client s obligations to the Bank The Bank is authorised to re-pledge the Claims to be Pledged and other assets pledged to it as security for any indebtedness that the Bank may have to third parties, provided that (1) the amount re-pledged must not exceed the amounts required by the Bank as security for all indebtedness of the Client to the Bank at the time of the re-pledging (regardless of whether such amounts are due and payable); and (ii) the re-pledged assets and any other assets must be released from the pledge immediately after the Bank s indebtedness to the third parties has been repaid. 23. USE OF PAYMENT INSTRUMENTS 23.1 The Client must use a Payment Instrument made available to it by the Bank in accordance with the Conditions applying to the Payment Instrument Without prejudice to the provisions contained in the Conditions referred to in Clause 23.1, the Client will take all reasonable steps to keep the personalised security features safe as soon as it receives a Payment Instrument, and it will keep the Payment Instrument in a place that third parties do not have access to The Client will immediately notify the Bank or the appropriate authority by telephone, with confirmation in Writing, if a Payment Instrument made available to the Client is lost, stolen or subject to unlawful or unauthorised use The Client must immediately notify the police in the event of theft or unlawful use of a Payment Instrument After receiving notification as referred to in Clause 23.3, the Bank will arrange for the further use of that Payment Instrument to be blocked. 24. SECURITY MEASURES 24.1 If the Bank provides the Client with security measures or information about security measures, in respect of a Payment Service, a Payment Account or a Payment Instrument, the Client must immediately implement these measures. Any failure to do so will be regarded as gross negligence on the part of the Client The Client must provide the Bank with all information and assistance needed to investigate misuse of or unauthorised access to a Payment Account or a Payment Instrument or relating to a Payment Transaction. The Bank may forward this information to other banks, other payment service providers, supervisors and/or government institutions. 25. BLOCKING OF PAYMENT INSTRUMENTS 25.1 The Bank may block the use of a Payment Instrument for objectively justified reasons. Objectively justified reasons to block the use of a Payment Instrument will at least include: a. any fact or circumstance that affects the security of the Payment Instrument; b. there is a suspicion of unauthorised or fraudulent use of the Payment Instrument;; c. this is required by legislation or regulations; d. in the case of a Payment Instrument to which a credit facility is attached, the risk that the Client will be unable to fulfil the payment obligations arising through use of this Payment Instrument has increased significantly; e. the Client acts in contravention of an Agreement or Conditions; f. the internal procedures of the Bank require this; and/or g. the Client uses the Payment Instrument, a Payment Service or a Payment Account in a way that contravenes legislation or regulations or that could damage the reputation of the Bank or the DB Group or affect the integrity of the banking sector If the Bank blocks a Payment Instrument, it will inform the Client of the blocking and the reasons therefore. The Bank will do this before blocking the Payment Instrument or, if this is not possible, immediately thereafter, and it will do this in the agreed manner, unless this would be in conflict with objectively justified security reasons or is prohibited by applicable legislation or regulations. The Bank will unblock the Payment Instrument once the reasons for blocking it no longer exist. In addition, the Bank may replace the blocked Payment Instrument The Bank may charge the Client for the costs of blocking a Payment Instrument if the blocking is objectively justified. 26. FRAUD AND UNLAWFUL ACTS In the event of any actual or potential fraud or other unlawful act in respect of any Agreement, these GCPSC or any other Conditions, or the performance thereof, the Client must, at the Bank s request, do everything or, as the case may be, refrain from doing anything as considered reasonable and necessary by the Bank in this connection. 27. VIDEO AND AUDIO RECORDINGS Having due regard to the applicable privacy laws and regulations, the Bank may make audio and video recordings for the purposes of collecting evidence, preventing fraud, combating criminal activities, monitoring quality and staff training. The Bank is not obliged to provide the Client with a copy or transcription of a recording, unless there is a statutory obligation to do so and the Client provides the Bank with relevant specifications such as date, time and location. General Commercial Payment Services Conditions 05

6 28. BANKRUPTCY, SUSPENSION OF PAYMENTS, DEBT RESTRUCTURING, DISSOLUTION AND ATTACHMENT 28.1 Using the form made available by the Bank for this purpose, the Client must inform the Bank immediately if a petition for bankruptcy or insolvency (faillissement), suspension of payments (surseance van betaling) or debt restructuring (schuldsanering) is filed or an administration order (onderbewindstelling), guardianship order (ondercuratelestelling) or dissolution (ontbinding) is requested in respect of the Client, irrespective of whether such petition or request is made by the Client or another party, or if an attachment is levied on the Client s assets If the Client is a partnership, the duty to provide information as referred to in Clause 28.1 also applies if the events referred to in that Clause occur in respect of one or more partners in the partnership. In addition to this, the Client who is a partnership is required to notify the Bank if a petition for debt restructuring has been filed or a request for a guardianship order or administration order has been submitted for a partner. 29. MERGER, DEMERGER, CHANGE IN LEGAL FORM 29.1 If the Client enters into an agreement for the purpose of a statutory merger or files a demerger proposal with the Trade Register of the Chamber of Commerce or if the Client s legal form changes and/or if the Client s Articles of Association and/or By-laws are amended, the Client must immediately notify the Bank accordingly, using the form made available by the Bank for this purpose If the Client is a partnership, the Client is required, in addition to the provisions set out in Clause 29.1, to notify the Bank immediately if the agreement governing this partnership is amended or if the composition of the partners changes. 30. BANK S LIABILITY 30.1 If the Bank executes a Payment Order on the basis of a Unique Identifier specified by the Client, it is deemed to have correctly executed the Payment Order with regard to the Payee specified by means of this Unique Identifier. The Bank is not required to check the correctness of these data or to check whether these data belong to the name of the Payee given by the Client The Bank will not be liable for non-execution or incorrect execution of a Payment Order if the Client specifies an incorrect Unique Identifier as referred to in Clause If requested, the Bank will make reasonable efforts to recover the amount of the Payment Transaction. The Client may request the Bank to ask the payment service provider of the unintended Payee to have the amount retransferred by this Payee. The Bank does not warrant that the unintended Payee will indeed retransfer the amount. The Bank may charge the Client for efforts as referred to in this Clause Without prejudice to any other provisions in an Agreement and/or the Conditions, the Bank will be liable only for actual loss suffered by the Client as referred to in Article 96 of Book 6 of the Dutch Civil Code which is directly caused by an attributable breach in the performance of an obligation of the Bank vis-à-vis the Client. The Bank will never be liable for indirect or consequential loss, including in any event lost profit, unrealised savings and any other benefit not realised or any indirect loss suffered The Bank will not be liable for any loss or damages whatsoever resulting from circumstances beyond its control (force majeure) as referred to in Article 75 of Book 6 of the Netherlands Civil Code, including but not limited to: a. international conflicts; b. terrorist or other violent or armed action; c. natural or environmental disasters; d. measures taken by any domestic, foreign or international government authority; e. measures taken by any supervisory authority; f. boycotts; g. labour disturbances and strikes among the staff of third parties or the Bank s own staff; and h. power failures or breakdowns in communication links or equipment or software of the Bank or of third parties The Bank is not liable for any loss whatsoever suffered by the Client resulting from: a. the non-availability or failure to function correctly or fully of any website, systems, the Internet and/or telecommunication or other networks; b. the use of any website and/or any misunderstandings, delays, impairment of the integrity of data, messages not being transferred correctly or completely or any orders not being executed correctly or completely; c. the fact that information was provided to the Client electronically; d. a breach in the performance of the Bank s obligations pursuant to any Agreement(s) that is attributable to any third party engaged by the Bank for the processing of Payment Orders; and/or e. a breach in the performance of activities by third parties engaged by the Bank, unless the Client can demonstrate that the Bank failed to take due care in selecting that third party, unless and to the extent that any loss actually suffered by the Client is caused directly by wilful misconduct or gross negligence on the part of the Bank. Wilful misconduct or gross negligence does not include any acts performed by the Bank in conformity with the Conditions. 31. COSTS 31.1 The Bank will charge for Payment Services it provides. Costs for a debit transfer from a Payment Account will be charged separately and will not be deducted from the amount transferred. The same applies to any costs relating to a Direct Debit for the Client s benefit. In the case of any other credit transfer to the Client s account the Bank may deduct the costs incurred by it before crediting the Payment Account. The Bank will then separately state the full amount of the Payment Transaction and the costs in the information it provides to the Client Unless agreed otherwise, the Bank will notify the Client of the charges for Payment Services by means of a communication on its website. The Bank may change its rates at any time. Costs and changed costs as announced on the Bank s website may be charged immediately after their publication on the Bank s website, without prior notification All costs of whatever nature arising from or incurred in connection with any Agreement (including these GCPSC and the General Banking Conditions) and/or its performance, both in and out of court, including the costs of legal counsel and court proceedings, are borne by the Client. The same applies to all costs for handling an attachment on a Payment Account The Bank may debit charges payable by the Client to the Client s Payment Account. The Client authorises the Bank to debit these charges to the Payment Account. 32. TAXES 32.1 All taxes that are or may be due, either now or in the future, in respect of any Agreement, these GCPSC or any other Conditions will be for the Client s account The Client acknowledges responsibility for the correct fulfilment of tax liabilities and any other obligations, such as providing information to government bodies, in every relevant jurisdiction in connection with assets, income or transactions through bank accounts and in connection with its relationship with the Bank. 33. CHANGES IN CONDITIONS AND AGREEMENTS 33.1 The Bank may supplement and/or amend the Commercial Payment Services Agreement, these GCPSC, other Agreements and Product Conditions. The Bank will notify the Client In Writing of any amendment or addition at least thirty (30) calendar days prior to the intended effective date, except for a communication on the Bank s website In addition to Clause 33.1, if the Client makes use of internet banking, the notification referred to in that clause may be given by means of the posting of an announcement on the website that the Client logs into in order to make use of internet banking. The time at which the announcement is posted on the website will be regarded as the time at which the Client was notified If the Bank has not received notification In Writing from the Client before the effective date referred to in Clause 33.1, stating that the Client does not accept the addition and/or amendment, the Client will be deemed to have accepted it. Notification In Writing from the Client stating that the Client does not accept the addition and/or amendment will constitute termination of the relevant Agreement by the Client, as referred in Clause In the event of termination pursuant to this section, the relevant Agreement and/ or Conditions will continue to apply in full until the relevant Agreement ends The Bank may immediately amend Agreements, these GCPSC and other Conditions if the amendment to the Agreements, the GCPSC or these other Conditions results from an instruction from a supervisor of the Bank, from amended legislation and/or regulations, from a decision by a court or a complaints or disputes board or from conditions of or instructions from Equens and/or Currence The Bank may immediately and unilaterally amend Payment Services and the related Agreement(s) if the Bank cannot reasonably be required to continue the Payment Services unchanged. 34. TERMINATION OF AGREEMENTS 34.1 Unless agreed otherwise, both the Bank and the Client may terminate one or more Agreements subject to at least thirty (30) calendar days notice In Writing If the Client wishes to terminate an Agreement pursuant to Clause 34.1, it must use the form made available by the Bank for this purpose After termination, the Client must ensure that no further Payment Transactions take place on the Payment Account to which the relevant Agreement relates 34.4 Unless the Bank and the Client agree otherwise, each Agreement will end immediately if the Commercial Payment Services Agreement between the Bank and the Client is terminated The Client will owe compensation for any Payment Transactions and/or Payment Services executed or performed after termination of the relevant Agreement If the Client terminates one or more Payment Services and/or Payment Accounts within twelve months after entering into the Agreement(s) relating to the relevant Payment Service or Payment Account, the Bank may impose a charge for the costs of the termination. General Commercial Payment Services Conditions 06

7 34.7 The Client or the Bank may immediately terminate an Agreement in any of the following situations: a. suspension of payments, bankruptcy or insolvency or a comparable status of the other party; and/or b. fraud or any other serious breach by the other party The Bank may immediately terminate an Agreement, without being liable for any compensation, if: a. the Bank is allowed or obliged to do so by national or international legislation or regulations; b. the Client acts in contravention of one or more provisions of any Agreement and/or Conditions; c. the Client uses the Payment Services and/or Payment Account(s) in a way that contravenes legislation or regulations or that may damage the reputation of the Bank or the DB Group or that may affect the integrity of the banking sector; d. an attachment is levied on all or some of the Client s assets; e. the Client s business or a substantial part thereof is dissolved and/or discontinued and/or transferred; f. any changes are made to the Client s legal form or Articles of Association or By-laws; g. the Client is a partnership and the partnership agreement is amended or the composition of the partners is changed; h. the Client is dissolved, merged and/or demerged; i. the Client s financial position seriously deteriorates; and/or j. compelling interests of the Bank, the DB Group or another entity belonging to the DB Group mean the Bank cannot be expected to continue providing the Payment Services and Payment Accounts In the event of termination pursuant to Clauses 34.7 or 34.8, all claims of the Bank on the Client will become immediately due and payable If an Agreement is terminated, the Bank will close the Payment Account(s) to which the Agreement applies as soon as the period of notice expires and all costs have been paid, any debit balance has been cleared or any credit balance has been made available to the Client, and the parties to the Agreement no longer owe anything to each other. The Payment Account will not be closed if one or more other Agreements continue to apply to this Payment Account. The Bank will inform the Client if the Payment Account is closed. 35. TRANSFER OF RIGHTS AND OBLIGATIONS 35.1 The Bank may transfer all its rights and obligations under any Agreement, either in full or in part, to a third party by assignment, contract takeover (contractsoverneming), assumption of debt (schuldoverneming) or a combination of these methods or in any other manner. The Bank may also transfer all or part of its economic risk in respect of one or more Agreements to a third party. If the Bank s economic risk is transferred, the Bank will remain the Client s contractual counterparty in accordance with the provisions of the relevant Agreement The Client consents in advance to such full or partial transfer of the relationship to a third party in situations as referred to in Clause The Client also undertakes to cooperate and perform any legal and other acts required to transfer the rights and obligations, in full or in part, under the relevant Agreement(s). 36. CLIENT CONDITIONS The Client s conditions are not applicable to the Commercial Payment Services Agreement or to any other Agreement. 37. EXCLUSION OF APPLICABLE STATUTORY PROVISIONS 37.1 The following provisions of the Dutch Civil Code are not applicable with regard to the relationship between the Bank and the Client under the Agreements and the Conditions: Articles 7:516, 7:517, 7:518 and 7:519, Article 7:520 (1), Article 7:522 (2) second sentence, Article 7:527, Articles 7:529 to 7:531 (inclusive), Article 7:534 and Articles 7:543, 7:544 and 7:545 of the Dutch Civil Code and any related secondary legislation Insofar as not already excluded in Clause 37.1, all rules (including the BGfo) regarding the contents and the provision of the information required pursuant to Title III of the Payment Services Directive are not applicable. 38. DUTCH LAW; DISPUTES The contractual and non-contractual obligations arising from these GCPSC and the Commercial Payment Services Agreement are governed by Dutch law. All disputes arising between the Bank and the Client in relation to these GCPSC and the Commercial Payment Services Agreement will be submitted to the competent court in Amsterdam. The Bank may nevertheless choose to submit a dispute to another court in the Netherlands or elsewhere that is competent to hear disputes involving the Client. Product Conditions for Batch Payment Orders 39. BATCH PAYMENT ORDERS 39.1 A batch payment order is a batch of Payment Orders that are issued by the Client to the Bank in batches. These Product Conditions are applicable to batch payment orders Before the Client can issue batch payment orders to the Bank, the Client must enter into a Batch Payment Orders Agreement with the Bank. 40. PAYMENT ORDER 40.1 The Client can request the Bank to perform Payment Transactions in the form of batch payment orders by submitting the form made available by the Bank for this purpose. The completed form that is submitted to the Bank serves as the Payment Order The Payment Order is deemed to have been received on the Agreed Day for the batch payment order or, if that that day is not a Business Day, on the next Business Day after the Agreed Day The Bank can refuse a request to perform a batch payment order on the grounds stated in Clause 19.1 of these GCPSC. In this case the Payment Order is deemed not to have been received by the Bank The Client may request the Bank to show Payment Transactions for the execution of batch payments in compressed or uncompressed form on the account statements. If the Payment Transactions are shown in compressed form, the batch payment order is shown as a single item. If the Payment Transactions are shown in uncompressed form, all individual Payment Transactions forming part of the batch payment order are shown as separate items. 41. COSTS The Bank can charge the Client costs for the execution of batch payment orders. 42. THE CLIENT AS PAYEE The use of batch payment orders where the Client is the Payee (giro collection (acceptgiro), direct debit) is subject to additional conditions, to be separately agreed between the Bank and the Client. Product Conditions for use of Giro Collection by the Client 43. GIRO COLLECTION 43.1 A giro collection (acceptgiro) is a pre-processed written Payment Order that the Client uses to instruct the Bank to make a payment to a third party to the debit of the Payment Account. The name and account number of the Payee, and possibly the amount of the Payment Order and the Client s account number, are pre-printed on the Payment Order A giro collection as described in Clause 43.1 that has been completed and signed in the designated manner by the Client qualifies as a Payment Instrument A giro collection as described in Clause 43.1 must be sent by the Client to the Bank by mail. By signing the giro collection, the Client gives consent for the Payment Order to be debited from the Payment Account. 44. THE CLIENT AS PAYEE The use of giro collection where the Client is the Payee is subject to additional conditions, to be separately agreed between the Bank and the Client. Product Conditions for Direct Debits to the Payment Account 45. EUROPEAN DIRECT DEBIT 45.1 A European Direct Debit is a one-off or recurring Payment Transaction based on a direct debit mandate whereby the Client authorises the Payee (or the Collector) to have a Payment Order debited to the Payment Account and credited to the Payee s account on behalf of the Client, while the account of the Payee (or the Collector) and the account of the party that the Collector instructs the payment to be debited from must be held at a bank or bank branch within the SEPA. SEPA Direct Debits are performed in accordance with the SEPA Core Direct Debit Scheme or the SEPA Business to Business Direct Debit Scheme If the Client wishes to revoke a direct debit mandate for a European Business to Business Direct Debit (the SEPA B2B Direct Debit ), the Client must notify the Bank accordingly. General Commercial Payment Services Conditions 07