Terms and Conditions on Payment Services ( TCPS )

Terms and Conditions on Payment Services ( TCPS ) Annex to the General Terms and Conditions for legal persons and other entities of ING Bank N.V. Amsterdam, Bucharest Branch ( GTC ) TCPS establishes the rules under which the Bank provides payment services to its Customers who are not considered consumers under the applicable legislation in this domain and forms part of the Framework Contract between the Customer and the Bank as regards to the payment services, having binding effects for the parties. The Framework Contract supplements any specific contracts relating to the payment services offered by the Bank and does not substitute the signing of such contracts by the Customer. Payment services are provided through the Bank s network of Agencies and ING Offices. DEFINITIONS For the purpose of the herein TCPS, the below terms shall have the following meanings: Acceptance : the procedure by which the Bank recognizes as valid a received Payment Order, undertaking to execute the transfer of the funds according to the Payment Order; Beneficiary : the owner of the payments account in which the amount subject to a Payment Operation is credited. BIC Code / SWIFT Code : (Bank Identifier Code or Society for Worldwide Interbank Financial Telecommunication): a string/ number of characters that uniquely identifies internationally a credit institution; IBAN Code (International Bank Account Number): Unique identification code that uniquely identifies an account of a PSP s customer at international level and which is used for processing Payment Operations; 'Security Codes'/ 'Security Elements represent the identification elements of the Payment instruments with remote access of internet-banking type users provided by the Bank (ex. InsideBusiness Payments CEE, Home Bank, ING Business); Unique identification code : combination of letters, numbers or symbols which in a Payment Operation accurately identifies a payment services user (Payer/ Beneficiary) and/ or his payments account, as his PSP indicated him; Current account : payments account owned by one/ more payment services users which is used for the execution of Payment Operations; Framework Contract : means the payment service contract that regulates the performance of payment services through the Customer's Current accounts opened with the Bank, consisting of: 1. General Terms and Conditions for legal persons and other entities ( GTC ); 2. Terms and Conditions on Payment Services ( TCPS ); 3. Specific Terms and Conditions for Operating the Current Account for legal persons and other entities ( STCOCA ); 4. Terms and Conditions on Cards for legal persons and other entities ( TCC ); 5. Lists of Fees and Commissions and/or Lists of interest rates applicable. 'Value date': the reference date on which the settlement of a Payment Operation will take place and used by the PSP in order to calculate the interest applicable to funds debited from/ credited to a payments account; Terms and Conditions on Payment Services valid from February 20th, 2018 1

'Execution': the procedure used by the Payer's PSP to complete the payment initiated by Payment Order and respectively by the Beneficiary s PSP to place at the Beneficiary s disposal the amount that is subject to the Payment Operation; 'Payment instrument' means any device and/ or set of procedures agreed between the Customer and the Bank to initiate a Payment Order; 'Cut-off times': is the deadline set by the Bank for the receipt of Payment Orders from its Payer Customers, in order to process them, respectively the deadline set by the Bank for receiving through the banking circuit of Payment Operations in order to credit the accounts of Beneficiary Customers with the respective amounts. The cut-off times established by the Bank for various Payment Operations can be found in the following documents: (a) "List of Cut-off times (A) applicable to customers with IBP CEE and/or MT101 services or (b) " List of Cut-off times (B) applicable to customers with Home Bank and/or ING Business service. The Customers who do not benefit of the above mentioned services may contact the Bank at the contact details provided in GTC, as well as in its offices, to request information regarding the applicable cut off times; 'Direct Debit Mandate': agreement sent in writing or by electronic means, signed or verified for authenticity by applying security procedures, whereby the Payer grants a one time or a permanent authorization, however revocable, for debiting his payments account in direct debit Payment Operations; 'Payment Operation': action initiated by the Payer/ Beneficiary of the payment, in order to deposit, transfer or withdraw funds, independent of any subsequent obligation between the Payer and the Beneficiary; 'Payment Order': instruction given by the Payer/ Beneficiary to the Bank, requesting the execution of a Payment Operation; 'Payer': the holder of the payments account from which a Payment Operation is instructed; 'SEPA'/ 'SEPA credit transfer': Payment Operations through Credit Transfer instructed in EUR, where both the Payer's and the Beneficiary s accounts are open with PSPs located in the European Union (EU) and which are performed in accordance with (EU) Regulation no. 260/2012 establishing technical and business requirements for credit transfers and direct debits in euro and amending Regulation (EC) No. 924/2009 ("SEPA Regulation"). 'Non-SEPA Payments': Payment Operations through Credit Transfer to which the technical and commercial requirements imposed by the SEPA Regulation are not applicable; "Security Procedure": procedure whereby the Bank: a) determines whether a Payment Order, its modification or revocation comes from its initiator; b) detects errors in the transmission or content of the Payment Order or in the communication of its amendment or revocation; 'PSP': payment service provider, as defined in the specific legislation; 'Reception': procedure whereby the Bank acknowledges the receipt of the Payment Oder in order to verify its authenticity through the Security Procedure with the purpose of accepting and executing it. 'Charging rules': the methods by which the parties involved in a Payment Operation pay the related fees, as follows: SHA (or Common charge): The Payer pays the fees applied by his PSP and its correspondent bank, while the Beneficiary pays the fees charged by his PSP and by other entities involved in the Payment Operation; BEN (or charges on the Beneficiary side): the Beneficiary pays all fees charged by entities involved in the Payment Operation; OUR (or charges on the Payer side): the Payer pays all fees applied by entities involved in Payment Operation; Terms and Conditions on Payment Services valid from February 20th, 2018 2

'SEPA (Single Euro Payments Area)': The Single Euro Payments Area; 'EEA (European Economic Area)': it represents, within the meaning of the herein TCPS, all member states participating to the treaty initiated on 1 January 1994 and signed so far by member states of the European Union and Iceland, Norway and Liechtenstein. Any amendment to the list of signatory countries will enter into force in relation to this contract starting from the moment of entering into force of the respective amendment; 'Execution time': the maximum period of time, expressed in consecutive Banking Days, calculated from the moment of the receipt of a Payment Order by the Payer's PSP, until the crediting of the Beneficiary s payments account with the respective Payment Operation by its PSP; 'Credit Transfer': action initiated by the Payer, which involves debiting of his Current account opened with a PSP, in order to transfer funds into the account of a Beneficiary; 'SEPA Countries': countries that form at a certain moment the Single Euro Payments Area (SEPA). Any amendments to the list of countries shall be deemed to enter into force in relation to the Framework Contract from the moment of their entering into force; 'Business/ Banking Day': a day when the Payer s/ Beneficiary s PSP involved in the execution of a Payment Operation is open for business as required for the execution of Payment Orders. Chapter I. Payment products and services Section 1. General provisions 1.1 The Bank provides payment products and services to its Customers under the Framework Contract and/ or specific contracts, reserving the right to select, at its sole discretion, the products and services provided to each Customer, depending on his profile. 1.2 The Bank will enable Customers to make Payment Operations only based on the consent of the persons authorized by the Customer in this respect, as they are identified in the special forms registered by the Bank, according to the signature policy and transaction limits set by the Customer and in force on the date of their performance and expressed in the contractual arrangements, depending on the used payment Instrument. In addition, the Bank may set limit values for payment Transactions that can be executed through a particular payment Instrument. 1.3 The Bank shall accept instructions and Payment Orders from the Customer: a) at its counters, during its banking hours (9:00-16:30); b) during the operating times of the automatic service teller machines for cashless transactions (AST), respectively of the automated teller machines (ATM); c) according to the specific conditions applicable to the Bank's internet banking services and shall execute them according to the specific Cot of times applicable to the respective operations, as they are specified in the applicable List of Cut off times. Instructions and Payment Orders received after the business hours or after the cot off times above mentioned shall be considered to be received by the Bank in the following Banking Day. 1.4 In connection with any Payment Operation, the Customer shall provide the Bank with accurate, complete, clear information, the Bank being authorized to act based on the information contained in the Payment Order. The Bank has the right to request the Customer any documents deemed necessary to ensure compliance with legal requirements and Bank s procedures. The Customer is responsible for obtaining all necessary authorisations and approvals, as well as for providing the Bank with the documents required for the execution of the Payment Operation, in a timely manner. Terms and Conditions on Payment Services valid from February 20th, 2018 3

1.5 For all Payment Operations having as Payer/ Beneficiary a Customer and involving a currency conversion, unless expressly otherwise stated in the herein document, the Bank shall execute the currency conversion at the official exchange rate of the Bank valid at the time of execution. Also, at its own discretion, the Bank may agree a negotiated exchange rate for Payment Operations involving a currency conversion. Section 2. Cash Payment Operations Cash Payment Operations may be performed by the Customers at the Bank s counters using the Bank s forms and/ or at ATMs, using the banking cards. Depositing and withdrawing cash in/ from the Current account 2.1 Cash deposits and withdrawals are made at the Bank s counters based on specific forms, accompanied by the document "Statement on the beneficial s owner identity for amounts exceeding EUR 15,000 or its equivalent in any other currency and can be performed by Authorized Persons or through the Persons Delegated by the Customer for this purpose, based on the delegations in force at the date of the operation and registered with the Bank. 2.2 The Customer gives his consent for the execution by the Bank of the cash deposit/ withdrawal instruction by handing over to the Bank s officer the specific form filled in and signed by the Authorized Persons, a moment from which the instruction is considered received by the Bank and irrevocable. 2.3 In case the Customer intends to: a) deposit an amount in a currency (except for RON) in which he does not hold an account or b) deposit/ withdraw an amount in a currency into/ from an account opened in another currency or c) withdraw an amount in a currency in which he does not hold an account, the Bank s officer will communicate to the Customer the exchange rate applied by the Bank, valid at the moment of requesting the processing of the operation. The exchange rate communicated by the Bank s officer and accepted by the Customer shall be written on the operation s related form. 2.4 Customers may deposit/ withdraw cash at/ from the Bank s counters in the following currencies: RON, EUR, USD, GBP, within the Cut off times stated by the Bank for these types of operations and with the proper application of the legal limits in force at the time of performing the operation. 2.5 Cash deposit and withdrawal operations at ATMs are to be performed as provided in STCOCA, this service being available only at the Bank s ATM, based on cards issued by ING Bank. Section 3. Non-cash payment services 3.1. Payment Operations through Credit Transfer Payments 3.1.1. The Bank may execute payments through Credit Transfer, in RON and foreign currency, intra and interbank, domestic or cross-border. 3.1.2. Payments through Credit Transfer can be ordered by Customers: a) by paper based Payment Order, at the Bank's counters and/ or b) by electronic Payment Order, through the internet banking service should the Customer have access to such service and/ or at the Bank s ASTs (only for domestic payments in RON), accessed via cards issued by ING Bank and holding the respective functionality. Terms and Conditions on Payment Services valid from February 20th, 2018 4

3.1.3. The Bank processes payments by Credit Transfer according to the rules of the national or international payment systems, which mention different Execution times depending on the currency, amount, country of the payment s beneficiary, date and time of presenting the Payment Order. The Bank accepts Payment Orders for processing within the Cut off times set by the Bank and sends the Customer s payment instructions within the deadlines provided by the legislation in force which allow conformity with the Value Date and the maximum Execution time set forth in the herein document. 3.1.4. In order to correctly execute the payments through Credit Transfer, irrespective of the instruction method, the Payment Orders must contain the following mandatory items: a) information on the Payer: name, Unique identifier code of the payments account opened with his PSP; b) BIC Code of the Payer s PSP (except for domestic payments in RON and SEPA payments for which it is not mandatory for the Payer to fill in this item); c) information on the Beneficiary: name/ company name, Unique identifier code of the payment account opened with the Beneficiary s PSP; d) name and BIC Code of the Beneficiary s PSP (except for domestic payments in RON and SEPA payments for which it is not mandatory for the Payer to fill in this item); e) the amount in figures and, for paper based forms, also the amount in letters, the latter prevailing in case of discrepancies; f) details (description) of the economic content of the operation; g) the issuing date of the Payment Order. 3.1.5. For Payment Orders through Credit Transfer having the State Treasury as Beneficiary, the Payer Customer shall provide a number of additional information to those mentioned in Article 3.1.4.: a) the fiscal identification code of the Payer; b) the fiscal identification code of the Beneficiary; c) the payment registration number, allocated by the National Fiscal Administration Agency; d) the Payment Order number for the Credit Transfer given by the Payer; e) details on the economic content of the operation. 3.1.6. The following Charging rules are applicable to Payment Operations through Credit Transfer: 1) SHA commissioning rule - for Payment Operations through Credit Transfer ordered by the Paying Customer to the Beneficiary payment account opened with a PSP located in one of the European Economic Area member states irrespective of the Payment Order currency. (Note: for payment Operations through Credit Transfer in currencies other than EUR, ordered by the Paying Customer through the Home Bank Service, BEN, OUR or SHA commissioning Rules are available in the system and the Customer may choose between them) 2) For any other Payment Operations through Credit Transfer, the Paying Customer may choose any of the BEN, OUR or SHA commissioning Rules. The Customer agrees that, if the commissioning Rule SHA is not specified within a Payment Order related to a Payment Operation through Credit Transfer mentioned at paragraph 1), the Bank shall process that Credit Transfer applying SHA commissioning Rule, without taking into account the option (BEN/OUR) indicated by the Customer in the Payment Order.Also, if the Customer has not expressed his option regarding the commissioning Rule using the Payment instrument specific means, the Bank will process the Payment Operation using the SHA commissioning Rule. 3.1.7. The Customer can order a payment through Credit Transfer in a currency (other than RON) different from that of the Payer s Current account (e.g. payment in EUR from an account in USD), in which case the Bank will perform the currency exchange by applying the provisions of clause 1.5 of Section 1 "General provisions" of this chapter and shall transfer the corresponding amount in the account of the Beneficiary s PSP. Terms and Conditions on Payment Services valid from February 20th, 2018 5

Paper based Payment Orders through Credit Transfer 3.1.8. By handing over to the banking officer of the specific form filled in and signed by the Authorized Persons, the Customer expresses his consent to the Bank for the execution of the Payment Order by Credit Transfer and from this moment on the instruction is considered received by the Bank and irrevocable. 3.1.9. In cases when, by applying the Security Procedure, the banking officer establishes that the Payment Order by Credit Transfer is filled in incorrectly or is incomplete or not properly signed by the Authorized Persons, he shall return it to the Customer. If the Payment Order by Credit Transfer meets the criterias for Acceptance, the banking officer shall accept the respective form, by applying the appropriate stamp on the Customer s copy. Electronic Payment Orders through Credit Transfer instructed via the internet banking service 3.1.10. The procedure for giving consent, authorization, verification, Acceptance of electronic Payment Orders is detailed in the service specific section of this document. Electronic Payment Orders through Credit Transfers instructed via AST 3.1.11. The Customer holding a card with the AST access functionality expresses his consent for the execution by the Bank of a Payment Order through Credit Transfer instructed at AST by typing the PIN code of the card and from this moment on the instruction is considered received by the Bank and irrevocable. Incomings 3.1.12. The Bank will credit the Customers accounts with the funds actually received by Payment Orders through Credit Transfer ordered by the Payer with OUR or SHA Charging rule. In case of Payment Orders through Credit Transfer ordered by the Payer with BEN Charging rule, the Bank may withhold the correspondent charges from the amounts actually received, according to the applicable List of Fees and Commisions. All amounts from Payment Orders having ING Bank s Customers as beneficiaries and received before the Cut off times established by the Bank shall be credited to the Customers accounts in the same Banking Day. The amounts related to Payment Orders received by the Bank after the Cut off times shall be credited to Customers accounts in the following Banking Day. 3.1.13. In case of a Payment Operation through Credit Transfer whose beneficiary is a Customer, upon the receipt of funds denominated in other currency than RON, intended for his Current account, if the currency of the beneficiary account is different from the currency of the Payment Order, the Bank will automatically convert the currency received into the currency of the corresponding beneficiary account as specified in the payment instruction, in accordance with art.1.5 from Section 1 of this chapter. 3.1.14. When ING Bank receives a notification to credit an amount into a Customer s account, it is possible that ING Bank credits such an amount in the Customer's account before it actually receives it. In this case, the book date of the receipt is the Banking Day when the amount is credited into the Customer s Current account by the Bank, while the Value date is the date when ING Bank receives such amount through the banking circuit and has it at its disposal. When the Customer withdraws or transfers from the account the amount credited by ING Bank before being actually received, leading to the registration of a debit balance on the Customer s account, a situation that would not have arisen if ING Bank had not credited the amount before actually receiving it, the Customer is obliged to pay debit interest over this debit balance in accordance with the applicable List of fees and commissions/ List of interest rates in force at the date of withdrawal/ transfer. In case ING Bank does not unconditionally receive the relevant amount free at its disposal, ING Bank may, without prior Terms and Conditions on Payment Services valid from February 20th, 2018 6

notification, reverse the credit entry by debiting the same amount from the Customer's account. If at the time of crediting the Customer's account, as provided in the first paragraph, the transaction amount was changed into another currency, ING Bank may make that the registration of the reversal into such a currency be performed at an exchange rate as determined by ING Bank at the time of debiting the account. All costs in connection with the reversal are for the Customer's account. 3.1.15. The Customer shall immediately notify the Bank with respect to any incoming on his Current account that he does not recognize or is not entitled to receive and which he knows he cannot use, under the penalty of applicable legislation. If the Bank is informed or finds out that, by mistake, credits have been performed on the Customer s account, he agrees that the Bank has the right to correct them, by debiting the respective accounts with the amounts incorrectly/ erroneously credited, without a prior notice to the Customer. The Bank shall notify the Customer of the correction performed through the account statement. If a Customer's account is credited erroneously with an amount, the Customer shall not have the right to withdraw, transfer or dispose of it in any way. If, by infringement of the obligation assumed by this clause, the Customer disposes by any means, totally or partially, of the incorrectly credited amount, the Customer owes to the Bank the amount used, with the appropriate application of clauses 3.6 and 4.2 of the GTC. SEPA compliance 3.1.16. The main features of SEPA Payments are: the use of IBAN Code as an identifying element for payment accounts of the Payer and Beneficiary involved in the Payment Operation by Credit Transfer; the involved PSPs use ISO 20022 XML standard formats for messages related to Payment Operations through Credit Transfer; in order for a SEPA Payment to be processed, the Payer must provide the following information/ items: (i) the Payer's name and/ or IBAN of the Payer s Current account; (ii) the amount of the Credit Transfer; (iii) the IBAN Code of the payment Beneficiary s Current account; (iv) the name of payment Beneficiary, when known; (v) any other remittance information. for the electronic transmission of SEPA payments batches, the Payer customer shall use messages in ISO 20022 XML standard format; costs related to cross-border SEPA Payments must be equal those related to domestic SEPA Payments. 3.2. MT 101 Service - Credit Transfer instructions received via SWIFT 3.2.1. The following Payment Operations may be instructed using MT101 messages sent via the SWIFT network, in accordance with SWIFT rules: a) funds transfers between Customer s accounts; b) Payments through Credit Transfer from the Customer s Current account, initiated by third parties with which the Customer has a convention for this purpose. 3.2.2. ING Bank acts as a receiving bank of the MT101 message sent by an initiating bank at the order of a third party indicated by the Customer in the specific mandate for this service, thus offering an adequate management of funds for the relation between a company and its subsidiaries or between companies part of the same group. 3.2.3. In order for ING Bank to execute the MT101 service, on the basis of the specific mandate received, the Customer: Terms and Conditions on Payment Services valid from February 20th, 2018 7

a) explicitly authorizes the Bank to debit the Current account with the amounts indicated in the MT101 SWIFT messages sent by the initiating bank at the instruction of the third party; b) Provides the name and address of the third party referred to in subparagraph a); c) Provides the SWIFT code of the initiating MT101 messages bank referred to in subparagraph a). 3.2.4. ING Bank executes the operations referred in art.3.2.1, on the basis of and within the limits of the mandate given by the Customer and according to the MT101 message, standardized in accordance with the SWIFT rules. 3.2.5. The receipt time of the Payment Order by the Bank is time of receipt of the MT101 message through the SWIFT channel from the initiating bank. 3.2.6. The Bank shall send the Customer s Payment Orders within the deadlines provided by the applicable laws in order to allow compliance with the Cut off times forth in this document. 3.2.7. The Charging rules mentioned in art. 3.1.6 of this Chapter are applicable to Payment Orders received via MT101 messages. 3.2.8. The execution of this service by ING Bank is conditioned by the existence of an agreement between ING Bank and initiating bank. The provision of this service by ING Bank ceases automatically on the date of ceasing of the respective agreement, in which case the Bank will notify the Customer immediately upon the cease of the MT101 service. 3.3. The Direct Debit Service General provisions 3.3.1. The Direct Debit Service consists in debiting the Current account of a Payer by its PSP (hereinafter referred in this section "Payer Institution" and/ or "Paying Bank") solely on the basis and within the limits of the direct debit mandate given on paper or electronically by Payer (hereinafter referred to in this section "Mandate", which includes "the SEPA Mandate") at the request of the payment Beneficiary and crediting the Current account of the Beneficiary by his PSP (for the purposes of this subsection, the "Collecting Institution and/ or "Collecting Bank"), based on the direct debit agreement (for the purposes of this subsection "Direct Debit Agreement") existing between the latter and the Beneficiary. In case of the Interbank Direct Debit Service, the specifications used are those provided by the SEPA RON schemes (CORE and B2B) applicable to interbank direct debit in RON, available for consultation on the website of the Romanian Association of Banks at www.arb.ro. 3.3.2. A Direct Debit is intrabank when both the Payer s Current account as well as the Beneficiary's Current account are opened with the same PSP. A direct debit is interbank when the Payer s Current account and the Beneficiary s Current account are opened with different PSPs which are participants in the SEPA direct debit schemes in RON, in which case all direct debit transactions made under an interbank direct debit Mandate ("SEPA Mandate") will be processed according to the rules of these schemes and the SEPA Mandate will be enrolled in the Unique Registry of Mandates. 3.3.3. ING Bank acts exclusively as an intermediary between Payers and Beneficiaries of Direct Debit payments and the Bank's responsibility cannot be invoked for any loss or costs directly/ indirectly incurred by them as a result of processing any Direct Debit Instruction, within the limits and under a Mandate in force. Conditions regarding the Direct Debit Service for the Payer Customer 3.3.4. The clauses "General provisions" and "Conditions regarding the Direct Debit Service for the Payer Customer" are applicable to all direct debit mandates that Customers give to ING Bank (refered to as Terms and Conditions on Payment Services valid from February 20th, 2018 8

"Payer" and/ or "Debtor in the herein section), starting with the date of entering into force of the herein TCPS. 3.3.5. The direct debit mandate comprises the following: a) The clauses mentioned within art.3.3.4 together with other provisions of TCPS and GTC, that will apply to any aspect not expressly regulated in the herein section; b) The related form of direct debit mandate, a template provided by the Bank, containing the details of the Mandate such as but not limited to: type of direct debiting, scheme, amount/ maximum limit (as the case may be), validity, Payer details (name, unique indentification code, address, account, bank, identification code at Beneficiary), Beneficiary s details (name, unique identification code, address) etc. filled in and signed by the Authorized Persons of the Payer. 3.3.6. Authorization. In order to benefit from the Direct Debit Service, the Payer Customer will provide a Mandate in written form or by electronic means (AST or internet banking service, if the option is available within the respective service), through which grants ING Bank a permanent or singular authorization as the case, but revocable, to debit its Current Account opened with ING Bank, denominated in RON and indicated in the Mandate ( Payer s Account ) with the amount specified within the direct debit instruction issued by the Beneficiary identified within that Mandate ( Direct Debit Instruction ) and received by ING Bank. The Payer Customer will grant ING Bank a distinct Mandate for each Beneficiary towards which intends to perform payments through Direct Debit Service. The Customer acknowledges the optional service of automatic reinstructing of Direct Debit Instructions offered by ING Bank if expressly requested by its Beneficiary customers, consisting in the automated repeating of processing of the intrabank Direct Debit Instructions received from these and rejected on the initial date indicated as settlement date, daily, for a period of 1-5 Banking Days following the rejection date of the respective Direct Debit Instruction until the settlement or until the fulfilment of reintructing timeline previously mentioned. The Payer Customer authorizes ING Bank to debit Payer s Account with the amount mentioned in the reintructed Direct Debit Instruction, in case the Beneficiary choses this service. The updated list of Beneficiaries who opted for the above mentioned service within the direct debit arangements is available at Bank s premises and/ or through the internet banking service. 3.3.7. Consent. The Payer Customer expresses his consent regarding the execution of Direct Debit Instructions issued by the Beneficiary and the debiting of the Payer Account as follows: a) by handwritten signature on the paper form mentioned within art.3.3.5 lit. b) of the herein section and dully filled in; b) by inputing the PIN code to the AST, after filling in the Mandate details; c) by inputing the response code within HomeBank internet banking application after filling in the Mandate details. 3.3.8. Execution of the Mandate. Following the acceptance of the Mandate, the Bank will act as Payer Bank and, for and in the name of the Payer Customer, will draft, fill in and sign all necessary banking documents and will execute all operations necessary for Mandate execution. ING Bank will execute the Direct Debit Instructions received from the Beneficiary or from the Collecting Institution by debiting the account of the Payer Customer with the amounts mentioned therein, within the limits of the granted Mandate and applying respectively the provisions of art.2.2) from Cap.II General conditions regarding payment products and services of TCPS. 3.3.9. Limits. In case the Payer establishes through the Mandate a fix amount or a maximum limit, the Payer confirms and agrees that if the amount from a Direct Debit Instructions exceeds the limits of the Mandate, ING Bank will not debit the Payer Account and the payment due by the Payer to the Beneficiary will not be executed. Terms and Conditions on Payment Services valid from February 20th, 2018 9

3.3.10. Reimbursement. In 8 (eight) weeks time from the funds debit date, the Payer may request in written to the Bank the reimbursement of the amount from an authorized Payment Operation if the following conditions are met cumulatively: a) the authorization provided by the Beneficiary does not specify the exact amount of the Payment Operation at the moment when it was provided; b) the amount of the Payment Operation exceeded the amount which the Debtor could have reasonably expected, taking into consideration the profile of own previous expenses and the relevant circumstances for the respective case. On ING Bank s request, the Payer will provide clear data related to above mentioned conditions. By exception, for debit operations executed based on a SEPA Mandate within SEPA B2B scheme, reimbursements requests may not be addressed. 3.3.11. Amendment of the Mandate. The Payer may amend the maximum amount limit provisioned by an intrabank Direct Debit Mandate by filling in the specific Bank form, either paper based or electronic. For SEPA Mandates, the Payer may perform the following types of amendments by filling in the paper based specific Bank form: The Payer s Account, only if the new Payer s Account is also held by the Payer with ING Bank; The fix amount/maximum limit; The name and/ or the Payer s address; Details/ identification code of the Payer/ Mandate at the Beneficiary; The person on behalf of which the payment is executed, if the case. The amendments enter into force after 2 Banking Days in case of intrabank Direct Debit Mandates and 10 Banking Days respectively in case of SEPA Mandates. Any other amendments of the Mandate will be performed by its revocation by the Payer and followed by the granting of a new Mandate to ING Bank, according to applicable conditions in force at that moment, being the Payer s responsibility to perform the due payments towards the Beneficiary for the timeline in which there is no Mandate in place. 3.3.12. Validity of the Mandate. A Mandate enters into force after maximum 10 Banking Days from the date ING Bank has received it, under the condition of it being complete, correct and dully signed by the Payer, who is the sole responsible for any payment owed to the Beneficiary until the Mandate s entering into force. The Mandate for a single payment is considered to be expired after the execution of that specific payment. The Mandate for recurrent payment may contain an expiry date of the Mandate, respectively the date of last collection indicated by the Payer within the specific form ( Expiry Date ), date from which the Mandate will be considered revoked and will no longer be effective. If the Payer does not establish an Expiry Date for Mandate, this shall be considered concluded for 1 (one) year period from the date of entering into force and will be automatically renewed for successive 1 (one) year periods. 3.3.13. Termination of the Mandate is made through its revocation by the Payer, free of charge, at any moment and binding for the Bank on the next Banking Day after receiving the specific form, filled in and dully signed by the Payer or on the Expiry Date mentioned in the Mandate or by its renunciation by the Bank, the Customer being notified 30 (thirty) days prior to the cancellaiton date. In case a garnishment or any kind of seizure is legally established on the Payer s Account, ING Bank may terminate the Mandate at any moment, without any notification or other prior formality and without being necessary an intervention from any court of law. In all cases of Mandate termination, ING Bank will process the Direct Debit Instruction given through the Mandate and received by the Bank before the moment of the Mandate termination, without being held liable for any of the consequences of executing the respective Direct Debit Instruction and debiting the Payer s Account after the moment of Mandate termination. Terms and Conditions on Payment Services valid from February 20th, 2018 10

3.3.14. The Payer Customer may withdraw its consent regarding the execution of Direct Debit Instruction, in written, by revoking the Mandate, latest on the Banking Day prior to the day agreed with the Beneficiary for debiting the funds, but not later than 12.00 hour. 3.3.15. For each direct debit operation executed based on a Mandate, ING Bank will charge the Payer the commissions and fees specified within the applicable List of fees and comissions. Conditions regarding the Direct Debit Service for the Beneficiary Customer 3.3.16. The Customer, acting as Beneficiary, benefits from the Direct Debit Service based on the specific contract and under the condition of maintaining a Current Account opened with ING Bank. Through this contract, the Beneficiary Customer acknowledges and agrees to be: (i) the sole responsible for the contractual relation with the Payer and (ii) that he is the sole liable for the existence and exigibility of the receivable for which a payment is requested through a Direct Debit Instruction. 3.3.17. The Direct Debit Instructions are remitted to ING Bank on the standard format provided by the Bank through the DiDe module within the IBP CEE internet banking service, by: a) uploading files containing sets of Direct Debit Instructions; b) filling in the details of a singular direct debit transaction; c) using predefined templates. 3.3.18. Expressing consent by the Beneficiary Customer for executing the Direct Debit Instructions is performed by specific means of authorization of the instructions within IBP CEE Service, described within the specific section of the herein document. The Reception by the Bank of a Direct Debit Instruction represents the moment of its irrevocability. 3.3.19. Settlement by the Bank of a Direct Debit Instruction will be performed at the date mentioned within it, into the Current Account of the Beneficiary, together with the charging of the fee related to the operation according to the applicable List of fees and commissions. 3.4. Service of Cards s issuing and payment acceptance 3.4.1. ING Bank offers the cards issuing service for legal persons and other entities under the conditions stated within TCUC Annex. 3.4.2. ING Bank offers the cards payment acceptance service through electronic payment terminals (POS) and/or e-commerce application based on the specific contract. 3.4.3. In order to provide card payment acceptance services, the Bank uses a network that includes electronic payment terminals (POS) or the e-commerce application, software for transactions settlement, as well as other specific devices on a case by case basis. 3.4.4. For the provision of card payment acceptance services, the Customer is required to hold with the Bank at least a Current Account and a separate acquiring account dedicated to the settlement of card transactions. The acquiring account will be credited with the gross amount of the card transactions for which Beneficiary is the Customer, according to the settlement interval established by the Bank, whereas into the Current Account may be transferred the net amounts resulted after the charging of fees related to performed transactions, according to the provisions stipulated within the specific contract. 3.4.5. Information on the incomings through the card payment acceptance service and on the related service costs is provided through the account statement. Optionally, the Bank may provide in Terms and Conditions on Payment Services valid from February 20th, 2018 11

electronic format, on a daily, weekly or monthly basis, the lists of transactions performed on each location of the Customer or on each POS installed for the Customer. 3.5. Services for issuance of remote access Payment instruments. Internet banking services. ING Bank offers the following services of issuance of remote access Payment instruments, internet banking type: (a) InsideBusiness Payments CEE (IBP CEE) Service (b) Home Bank Service and (c) ING Business Service, under the issuing and usage conditions stipulated within the specific contracts. 3.5.1. InsideBusiness Payments CEE (IBP CEE) Service 3.5.1.1. InsideBusiness Payments CEE covers a wide area of banking services such as: payment services, foreign exchange, deposits, account statements, information regarding transactions registered on the account, other financial information. 3.5.1.2. Access to the IBP CEE system varies depending on the rights granted to the users empowered by the Customer and may be used by accessing the site https://insidebusiness.ingwb.com based on the Security elements provided by the Bank that being the user name, related PIN and a unique Digital Certificate, stored on a card, that uniquely identifies the user and encrypts the information using a pair of public/ private keys and ensures the non-repudiation of transactions (respectively the recognition of electronic signature, giving it the same value as of the written signature). The Customer has the possibility to access the service also with the help of the mobile application available for Android and ios based on a PIN set by each user or on biometric data - fingerprint The Customer has the possibility to establish the usage limits regarding the payments for each user. 3.5.1.3. In order to send the payment instructions to the Bank through IBP CEE, the Customer must follow three steps: 1) Entering the instructions, by one of the following methods: capturing the payments on the application screen; using the templates already saved in the application; files import. 2) Signing the instructions- selecting the Payment Orders and their signing by means mentioned within art.3.5.1.2, by users with signature rights, in order to be sent to the Bank for processing. 3) Sending the instructions represents the moment when the Customer expresses his consent for the signed instructions (according to point 2) to be sent to the Bank for processing. The moment of sending is considered the moment when the Customer clicks on Send button and simultaneously represents the moment when the instruction is considered to be received by the Bank and irrevocable. When the Customer has requested to the Bank to start the exectution of a payment instruction on a future date, the moment of receiving the instruction is considered to be the date specified by the Customer or the following Banking Day in case the date indicated by the Customer is not a Banking Day. 3.5.1.4. The exchange and interest rates used by the Bank in order to execute transactions within IBP CEE are updated in the IBP CEE system. At the moment of instructing a transaction, the applicable exchange rate is displayed on the transaction screen, being valid for 30 minutes from opening the screen, by proper application of art.1.5 within Section1 of Cap.1 from the herein document. 3.5.1.5. The revocation of a future Value date Payment Order sent by the Custormer through IBP CEE may be performed within the application latest on the day before the due execution date of the Payment Operation. 3.5.1.6. The following options are available within IBP CEE: Terms and Conditions on Payment Services valid from February 20th, 2018 12

a) Intra-Company Payment (INTC) : Payment Operations by Credit Transfer between entities belonging to the same economic group, initiated by selecting the option SEPA credit transfer intra company within dedicated field Payment Category for SEPA Credit Transfer module. b) Treasury Payment (TREA) : Payment Operations by Credit transfer in EUR, urgent, with same day settlement, that are initiated by selecting the option EURO credit transfer real time within the Payment Category field of SEPA Credit Transfer module. These payments are executed similar to non-sepa payments (payments that do not meet the tehnical and commercial requirements imposed by SEPA Regulation). 3.5.1.7. IBP CEE is an ERP (Enterprise Resource Planning) management system compatible platform, through interfaces such as: Fast Pay payments convertor to the IBP CEE format - interface between the Customers s accounting system or any other source file (table with delimited text) and IBP CEE, through which intrabank and interbank payments in RON may be generated. Fast Pay application imports the initial payments file from the Customer accounting system/from the source file into IBP CEE, for processing, thus avoiding double data entries, automatically validates IBAN accounts of the Beneficiaries and verifies the name of the beneficiary bank. Smart Statement IBP CEE s account statement convertor - an interface between the IBP CEE system and the Customer s accounting system, through which the electronic account statement generated by IBP CEE in SWIFT MT940 format is converted into a file format accessible for the Customer that is compatible with the accounting system for an automatic reconciliation. The Smart Statement application provides on screen selection allowing the format of choice for the file generated based on the account statement (Excel, tab delimited), respectively with the possibility to validate the information columns such as: transaction description, banking reference, account number, currency of the account, transaction amount, details on the Payer/ beneficiary, Value date, transaction details etc. 3.5.1.8 Through IBP CEE system, there is available the service e-customs electronic settlement of Customs duty payments aiming to optimize payments related to imports instructed by the Customer in favor of different customs points. Through an electronic interface, the e-customs application ensures the efficient transfer of information between the Customer, the Customs and the Bank concerning the payment of customs taxes, by replacing the paper based order justifying copy, necessary for the customs clearance, with an electronic confirmation of these payments. 3.5.2. The Home Bank Service 3.5.2.1. The Home Bank service, with or without digipass (based on password and SMS), can be used by users designated by the Customer by accessing the www.homebank.ro website, based on the Security Elements provided by the Bank. 3.5.2.2. Through the Home Bank service, several types of operations can be performed, such as: Payment Operations through Credit Transfer in RON and/ or foreign currency, foreign exchanges, deposits opening/ closing, account statement visualization etc. 3.5.2.3. Customer's consent to perform an operation initiated in Home Bank is given under the conditions stipulated in the specific contract, either by clicking the "OK/ Confirm/ Authorize" button or by entering the digipas response code or the password and additional confirmation of the transaction, if applicable, a moment from which the instruction is considered received by the Bank and irrevocable. Terms and Conditions on Payment Services valid from February 20th, 2018 13

3.5.3 ING Business Service 3.5.3.1 ING Business Service covers a wide range of banking services, such as: payment services in RON or foreign currency, foreign exchange, deposits, account statements, information regarding the balance and the transactions registered in the account, other financial information. 3.5.3.2. The access to ING Business Service is differentiated depending on the rights granted to users empowered by the Customer and it is performed based on the user name, password and the SMS code. It may be used by accessing the site https:\\business.ing.ro based on the Security elements provided by the Bank. The Customer has the possibility to access the service also through the mobile applications available for Android and ios based on user name, password for mobile or on biometric data fingerprint. The Customer has the possibility to establish the usage limits regarding the payments for each user. 3.5.3.3. For transmitting the instructions to the Bank through ING Business, the Customer must follow three steps: 1) Input of instructions through one of the following methods: capturing instructions within application screen; using templates already saved within the application; files import; 2) Signing the instructions selecting the instructions and their authorizing by input of SMS answering code generated by the application and of the password for mobile or of the fingerprint within the mobile application ING Business App by users having signature rights, in order to send them to the bank for processing; 3) Seding the instructions represents the moment in which the customer expresses the consent for the signed instructions (according to pt 2) to be sent to the Bank for processing. The moment of sending is considered the moment in which the Customer clicks on the Sign and send button or on the Send button and it simultaneously represents the moment when the instruction is considered to be received by the Bank and irevocable. When the Customer requested to the Bank to start the exectution of a Payment order on a future date, the moment for receiving the instruction is considered to be the date specified by the Customer or the next Banking day in case the date indicated by the Customer is not a Banking day. The revocation of such a Payment order could be performed within the application latest until the day before the date established for executing the respective Payment operation. 3.5.3.4. The foreign exchange rates applied by the Bank in view of executing transactions within ING Business are those displayed within transaction screen at the moment of performing it and are updated withn ING Business Service. Section 4. Additional services for managing commissions and balances of Current accounts 4.1. The Bank may provide, on Customer s request and with the proper application of Article 1, Section 1 of this Chapter, the following services: a) Automatic Balance Transfer: at the end of or during the Banking Day, the positive/ negative balances of a Customer's Current Accounts may be transferred to/ may be covered by a Current Account of the same Customer, the service being only available between accounts denominated in the same currency. b) Distinct registration of fees and commissions: consists in the opening of a special account in which the Customer's expenses resulting from the charging commissions and bank fees related to the Payment Operations performed ("Charges Account") are registered in a centralized manner. The Current account will register the gross value of the Payment Transaction and the Charges Account will register the debits representing fees charged for each executed Payment Operation. The debit balance of the Charges Account is automatically covered at the end of the Banking Day, from the Current Account indicated by the Client. Terms and Conditions on Payment Services valid from February 20th, 2018 14