HANG SENG BANK LIMITED
INTEGRATED ACCOUNT
TERMS AND CONDITIONS |
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PART
I
GENERAL TERMS AND CONDITIONS |
| 1. |
Definitions
and Interpretation |
| 1.01 |
Terms
and expressions appearing in these Terms and Conditions, unless the context
otherwise requires, have the meanings set out in Appendix A. |
| 1.02 |
Unless
the context otherwise requires: |
| (a) |
words importing
the singular include the plural and vice versa and words importing a gender
include every gender; and |
| (b) |
references to these
Terms and Conditions or any other agreement or document shall be construed
as references to the same as amended, varied or supplemented from time
to time. |
| 1.03 |
Unless
otherwise stated, reference to a Clause, Part or Appendix means the clause
or part of or the appendix to these Terms and Conditions. |
| 1.04 |
Clause
headings shall be ignored in the interpretation of these Terms and Conditions
and all the Appendices form integral parts of these Terms and Conditions. |
| 2. |
Account
Status |
| 2.01 |
The
Bank may allocate or vary an Account Status to a Customer's Integrated
Account, and designate different sub-categories under the Account Status,
by reference to pre-designated criteria. These criteria and other details
concerning the Account Status are available from the Bank upon request. |
| 2.02 |
The
Services, privileges and benefits which may be made available, and the
fees and charges which may be imposed, by the Bank in relation to the
Integrated Account may vary by reference to the Account Status or the
sub-category under any Account Status. |
| 2.03 |
Following
any variation of Account Status, the Bank has the right (but is not obliged)
to terminate any Services, privileges and/or benefits made available to
the Customer's Integrated Account which are not available under the new
Account Status. The Bank will give notice to the Customer of any termination
of or other arrangements regarding any Services, privileges and/or benefits
due to a variation of his Account Status. The applicable provisions of
these Terms and Conditions and other terms and conditions governing the
use of any Services, privileges or benefits shall continue to bind the
Customer until all obligations and liabilities owing by the Customer to
the Bank with respect to such Services, privileges and/or benefits have
been repaid and satisfied. The Bank assumes no responsibility for any
loss or inconvenience of the Customer as a result of any variation of
his Account Status. |
| 2.04 |
The
Bank will notify a Customer of any variation of his Account Status before
such variation takes effect. |
| 3. |
Scope
of Services |
| 3.01 |
All
Instructions, Transactions and Services are subject to these Terms and
Conditions and any Applicable Regulations. Use by the Customer of any
Services, privileges or benefits offered by the Bank subject to any Applicable
Regulations shall constitute acceptance by the Customer of such provisions
of these Terms and Conditions and other terms and conditions (if any)
which may be reasonably specified by the Bank which are applicable to
such Services, privileges or benefits, and the Customer shall be bound
by them. |
| 3.02 |
The
Customer may request the Services or open the Sub-accounts available under
his Account Status subject to the procedures specified by the Bank from
time to time (including, without limitation, the means or medium through
which the Customer shall give Instructions or the Bank shall provide Services). |
| 3.03 |
In
connection with the operation, maintenance and closing of any Sub-account,
the Customer shall complete, sign and be bound by the terms of such forms
or documents and shall provide the Bank with such other information or
documents as the Bank may reasonably require. |
| 3.04 |
The
Bank may specify and vary from time to time the scope and extent of any
of the Services. The Bank shall give at least 30 days prior notice of
any variation affecting fees, charges, or liabilities or obligations of
the Customer and reasonable period of notice as the Bank may prescribe
for any other variation. |
| 3.05 |
The
Bank shall be entitled to act in accordance with its regular business
practice and procedure and will only provide Services or accept Instructions
insofar as it is (in the Bank's reasonable opinion) practicable and reasonable
to do so. The Bank reserves the right to prescribe any conditions subject
to which it provides any Services or accepts any Instruction or to refuse
to provide any Services or act on any Instruction if there are reasonable
grounds for doing so. For the avoidance of doubt, the Bank is authorized
to participate in and comply with the rules and regulations of any organization
which regulates the conduct of banking and/or securities business and
any system which provides central clearing, depository, settlement and
similar facilities for banks and/or in respect of securities and/or other
Assets but, in each case, without liability for any acts or omissions
on the part of the operator or manager of any such organization or system. |
| 3.06 |
The
Customer should read and understand these Terms and Conditions prior to
using any Services or effecting any Transactions pursuant to these Terms
and Conditions. |
| 4. |
Specific
Terms and Conditions |
| 4.01 |
Services
described in various Parts of these Terms and Conditions are provided
by the Bank subject to the provisions of the respective Parts. Furthermore,
the Bank may specify other terms and conditions subject to which new or
existing Services, or privileges or benefits will be provided by the Bank
from time to time. Use of any Services, privileges or benefits by the
Customer shall constitute acceptance by the Customer of all applicable
terms and conditions and the Customer shall be bound by them. |
| 4.02 |
All
forms and documents signed by the Customer in connection with the Integrated
Account (including, without limitation, any application form or account-opening
form) and these Terms and Conditions together form one single agreement
between the Customer and the Bank in respect of the Integrated Account. |
| 4.03 |
In
case of any inconsistency, the terms shall prevail, insofar as a Transaction
or Service is concerned, in the following order: (i) any form or document
signed by the Customer in connection with such Transaction or Service,
(ii) the Part of these Terms and Conditions governing such Transaction
or Service and (iii) the other provisions of these Terms and Conditions. |
| 5. |
Customer
Instructions |
| 5.01 |
Apart
from giving Instructions in writing, the Bank may specify from time to
time other means or medium through which Customer may give Instructions
to the Bank and any terms and conditions (including any risk disclosure
statements) governing use of such means or medium for giving Instructions. |
| 5.02 |
Where
the Integrated Account is in the name of more than one Customer, use of
any electronic means or medium to give Instructions by any Customer shall
be binding on all other Customers in all respects notwithstanding that
such other Customers have not specifically elected or agreed to use such
means or medium for giving Instructions. |
| 5.03 |
Where
the Customer uses any means or medium for giving Instructions which does
not require the Instructions to be signed, Instructions given in that
manner by any one of the Customer(s) or any one of the Authorized Person(s)
shall be binding on the Customer in all respects notwithstanding any other
account operating or signing arrangement specified by the Customer to
the Bank. |
| 5.04 |
Any
Instruction, once given, may only be rescinded or withdrawn with the consent
of the Bank(which may be given subject to such conditions specified by
the Bank). All Instructions given, as understood and acted on by the Bank
in good faith, shall be irrevocable and binding on the Customer whether
given by the Customer or by any other person purporting to be the Customer.
Other than (where applicable) verifying the latest specimen signatures
and signing arrangement specified by the Customer to the Bank, or any
applicable personal identification code or number, the Bank shall be under
no duty to verify the identity or authority of the person giving any Instruction
or the authenticity of such Instruction. |
| 5.05 |
Where
these Terms and Conditions require or contemplate Instructions to be given
by the Customer, the Bank is authorized to act on the Instructions given
by the Authorized Person(s). Any Transaction effected pursuant to or as
a result of an Instruction shall be binding on the Customer in all respects. |
| 5.06 |
The
Bank shall be entitled to prescribe, from time to time, the addresses,
telephone number or other communication details through which Instructions
must be given. |
| 5.07 |
Any
Instructions, to be effective, must be given to the Bank by using and
quoting any personal identification code or number or other information
or details as the Bank may reasonably require, and must be accepted by
the Bank by such means as the Bank may prescribe. |
| 6. |
Phone
PIN, CRM Phone Code and Internet PIN |
| 6.01 |
The
Customer shall act in good faith, exercise reasonable care and diligence
in keeping the Phone PIN, the CRM Phone Code and the Internet PIN (if
any) in secrecy. At no time and under no circumstances shall the Customer
disclose the Phone PIN, the CRM Phone Code or the Internet PIN (if any)
to any person. |
| 6.02 |
The
Customer shall be fully responsible for any accidental or unauthorized
disclosure of the Phone PIN, the CRM Phone Code and/or the Internet PIN
(if any) to any person and shall bear the risks of the Phone PIN, the
CRM Phone Code and/or the Internet PIN (if any) being used by unauthorized
persons or for unauthorized purposes. |
| 6.03 |
Upon
notice or suspicion of the Phone PIN, the CRM Phone Code and/or the Internet
PIN (if any) being disclosed to any unauthorized person or any unauthorized
Instruction being given, the Customer shall notify the Bank in person
immediately or by telephone or e-mail at such telephone numbers or e-mail
address as the Bank may from time to time prescribe (which the Bank may
ask the Customer to confirm in writing any details given) and the Customer
shall change the Phone PIN, the CRM Phone Code and/or the Internet PIN
(if any) as soon as possible. Notwithstanding the foregoing, all withdrawals,
transfers and/or Transactions involving the Integrated Account by any
person whether or not authorized by the Customer prior to the Bank's actual
receipt of any notice from the Customer shall be conclusively binding
on the Customer. |
| 6.04 |
As
soon as the Phone PIN and the CRM Phone Code (if any) have been assigned
by the Bank to the Customer or the Internet PIN has been established by
the Customer and notified to the Bank, they shall remain effective until
cancelled by, or with the agreement of, the Bank. Any change of the Phone
PIN, the CRM Phone Code and/or the Internet PIN (if any) shall only be
effective if accepted by the Bank. |
| 7. |
Mandate
for Account Operation |
| In
the absence of any specific Instruction and subject to any security created
by the Customer in favour of the Bank: |
| (a) |
(i) |
the proceeds of
a Transaction or payment received by the Bank for the credit of the Customer
may be credited to any one or more of the current, savings and term deposit
accounts of the Customer with the Bank in any currency; |
| (ii) |
the securities
purchased by the Bank on behalf of the Customer in accordance with an
Instruction shall be credited to the Subaccount for securities; |
| (iii) |
he Gold purchased
by the Bank on behalf of the Customer in accordance with an Instruction
shall be credited to the Subaccount for Gold; and |
| (b) |
(i) |
any payment or
withdrawal pursuant to or as a result of an Instruction may be debited
to any one or more of the current, savings and term deposit accounts of
the Customer with the Bank in any currency; |
| (ii) |
any withdrawal
of securities pursuant to or as a result of an Instruction shall be debited
to the Sub-account for securities; |
| (iii) |
any Gold sold by
the Bank on behalf of the Customer pursuant to or as a result of an Instruction
shall be debited to the Subaccount for Gold. |
| 8. |
Joint
Accounts |
| If
there is more than one Customer: |
| (a) |
the
liability and obligations of each Customer are joint and several; |
| (b) |
each
Customer shall be bound even though any other Customer or any other person
intended to be bound by these Terms and Conditions is not; |
| (c) |
the
Bank shall be entitled to deal separately with a Customer on any matter,
including the discharge of the liability of that Customer to any extent,
without affecting the liability of any other Customer; |
| (d) |
no
Customer shall be entitled to the rights or remedies of a surety as regards
the liability or obligations of another Customer; |
| (e) |
any
communication from the Customers to the Bank shall be effective only if
given by each Customer or each surviving Customer to the Bank and any
communication from the Bank to the Customer shall be effective if given
by the Bank to any Customer; and |
| (f) |
on
the death of any of the Customers, the Bank shall hold the Assets to the
order of the surviving Customer(s) under these Terms and Conditions subject
to the surviving Customer(s) producing to the satisfaction of the Bank
evidence of death of the relevant Customer and evidence of compliance
of all applicable requirements under law including, without limitation,
all obligations regarding payment or clearance of estate duty. |
| 9. |
Delegation |
| 9.01 |
The
Bank may, at its discretion, appoint any other person as its nominee or
agent to perform any of the Services on its behalf and may delegate any
of its powers under these Terms and Conditions to such person and shall
not be liable for any act, omission, negligence or default of any such
person provided that the Bank has exercised such care in appointing such
person as it would employ for its own business. |
| 9.02 |
The
Bank is authorized to disclose any information it has concerning the Customer,
any of the Sub-accounts and the Services to any other person appointed
by it in connection with the performance of the Services. |
| 9.03 |
The
Bank may also appoint any person as its agent to collect any or all indebtedness
owed by the Customer to the Bank and the Customer shall be responsible
for all costs and expenses of reasonable amount and reasonably incurred
by the Bank for that purpose on each occasion. |
| 10. |
Sufficiency
of Funds |
| 10.01 |
Instruction
will not be acted on if there are insufficient funds or prearranged credit
is not available in the relevant account. The Bank, however, may at its
discretion act on such Instruction notwithstanding without seeking prior
approval of or giving prior notice to the Customer. |
| 10.02 |
Without prejudice to Clause 10.01 of this Part, if the Bank places any
order or enters into any transaction for the purpose of effecting an Instruction
which is subsequently not effected due to insufficiency of funds, the
Bank is entitled (but not obliged) at any time in its discretion to place
other order(s) or enter into other transaction(s) to set-off the order
so placed or transaction so entered. Any resulting loss shall be borne
by the Customer but any resulting gain shall belong to the Bank. The Bank's
certificate in writing as to such loss and the amount shall be binding
and conclusive against the Customer except for any manifest error. |
| 11. |
Transaction
Advices and Account Statements |
| 11.01 |
Transactions
concluded pursuant to or as a result of Instructions will be set out in
the account statement covering the relevant period unless otherwise required
or permitted by any Applicable Regulations. |
| 11.02 |
Account
statement (including Securities Account portfolio statement) shall be
supplied to the Customer at monthly intervals unless otherwise required
or permitted by any Applicable Regulations. The Bank shall be entitled
to supply to the Customer consolidated statements for the Integrated Account
or separate statements in respect of any of the individual Sub-accounts
but no statement shall be supplied in circumstances where the Bank is
not required by any Applicable Regulations to supply a statement. |
| 11.03 |
The
Customer agrees to examine each transaction advice, contract note, account
statement including the consolidation statement, or Securities Account
portfolio statement (the "statement of account") received from
the Bank to see if there are any errors, discrepancies, unauthorised debits
or other transactions or entries arising from whatever cause, including,
but without limitation, forgery, forged signature, fraud, lack of authority
or negligence of the Customer or any other person (the "Errors").
The Customer also agrees that the statement of account shall, as between
the Bank and the Customer, be conclusive evidence as to the balance shown
therein and that the statement of account shall be binding upon the Customer,
who shall be deemed to have agreed to waive any rights to raise objections
or pursue any remedies against the Bank in respect thereof unless the
Customer notifies the Bank in writing of any such Errors within 90 days
after personal delivery of such statement of account to the Customer or,
if posted, within the same period after the Bank has posted such statement
of account. |
| 12. |
Payments
and Interests |
| 12.01 |
The
Customer shall be liable for all overdrafts and/or advances arising out
of or in connection with all or any of the Overdraft Facilities, other
Transactions and/or Services and shall repay the same to the Bank on demand
in one lump sum together with interest thereon on a day to day basis from
the date of advance to the date of actual repayment (before and after
judgment) at such rate as the Bank may determine at its sole discretion
from time to time, calculated on the basis of the actual number of days
elapsed and payable monthly in arrears on such day of each calendar month
or at such other time as the Bank may specify in accordance with its usual
practice by direct debit to the Hong Kong dollar current account under
the Integrated Account or such other Sub-account as the Bank and the Customer
may agree and shall become part of the principal due to the Bank and bear
interest accordingly. |
| 12.02 |
Payments by the Customer shall be made to the Bank as specified by the
Bank without any set-off, counterclaim or condition and free and clear
of all present and future taxes, withholdings or deductions of any nature
except that, if the Customer is compelled by law to make such withholding,
the sum payable by the Customer shall be increased so that the amount
actually received by the Bank is the amount it would have received if
there had been no withholding. |
| 12.03 |
Payments by the Customer to the Bank shall be in the currency of the relevant
liability or, if the Bank so agrees in writing, in a different currency,
in which case the conversion to that different currency shall be made
at the Exchange Rate. |
| 12.04 |
No payment to the Bank in relation to the Integrated Account pursuant
to any judgment, court order or otherwise shall discharge the obligation
of the Customer in respect of which it was made unless and until payment
in full has been received in the currency in which it is payable and,
to the extent that the amount of any such payment shall, on actual conversion
into such currency at the Exchange Rate, fall short of the amount of the
obligation expressed in that currency, the Customer shall be liable for
the shortfall. |
| 13. |
Rebate
and Commission |
| The
Bank and, if applicable, its subsidiaries and affiliates shall be entitled,
without having to make prior disclosure to the Customer, to accept and
retain for its own account and benefit absolutely any profit, rebate,
brokerage, commission, fee, benefit, discount and/or other advantage arising
out of or in connection with the provision of Services and/or the handling
of Transactions. |
| 14. |
Exchange
Rate |
| The
Bank shall be entitled to effect any payment in relation to the Integrated
Account in any currency as the Bank may reasonably prescribe. Where a
conversion of one currency into another currency is required, such conversion
shall be calculated at the Exchange Rate. |
| 15. |
Fees
and Expenses |
| 15.01 |
The
Bank shall be entitled to prescribe, from time to time, fees and charges
payable in connection with the Integrated Account subject to the Bank's
notice for a period of at least 30 days for any variation of such fees
and charges under the control of the Bank which may be given by display,
advertisement or other means as the Bank thinks fit, and shall be binding
on the Customer if the Customer continues to maintain the Integrated Account
with the Bank after the effective date thereof. A list of fees and charges
currently prescribed by the Bank is available on request. |
| 15.02 |
All
expenses (legal or otherwise) of reasonable amount and reasonably incurred
by the Bank in connection with the provision of the Services and any of
the Overdraft Facilities (including enforcement of any right of the Bank
under these Terms and Conditions and, if applicable, any security created
in favour of the Bank) shall be borne by the Customer. |
| 16. |
Suspension
and Termination of Services |
| 16.01 |
The
Bank reserves the right to suspend or terminate any of the Services at
any time without giving any notice and reason where the Bank is required
by any Applicable Regulations or otherwise has reasonable grounds for
doing so. |
| 16.02 |
Without
prejudice to the generality of Clause 16.01 of Part I, the Bank shall
be entitled to close all or any of the Sub-accounts immediately without
notice to the Customer if: |
| (a) |
there is any change
of Applicable Regulations which prohibits or renders illegal the maintenance
or operation of such Subaccounts or any part thereof; |
| (b) |
the Customer shall
commit any breach of or omit to observe any obligations under these Terms
and Conditions which, in the reasonable opinion of the Bank, amounts to
a material default on the part of the Customer; or |
| (c) |
the Bank's books
and records show a zero balance on any of such Sub-accounts for a period
of six continuous months or for such shorter period as the Bank may reasonably
prescribe. |
| 16.03 |
The
suspension or termination of any of the Services, and any withdrawal of
cash or property, whether or not following such suspension or termination,
shall be without prejudice to the right of the Bank to settle any transactions
entered into, or to settle any liability incurred by the Customer under
these Terms and Conditions or by the Bank on behalf of the Customer, prior
to such suspension or termination. Further, upon such suspension or termination,
the Bank may cancel all or any unexecuted Instructions at its discretion. |
| 17. |
Amendments |
| Except
provided otherwise in these Terms and Conditions, (a) the Bank may revise
these Terms and Conditions and/or introduce additional terms and conditions
at any time and from time to time and (b) these Terms and Conditions,
any revision and/or addition to these Terms and Conditions, any items
prescribed under these Terms and Conditions and any other information
shall become effective subject to the Bank's notice (for a period of at
least 30 days for any variation affecting fees and charges under the control
of the Bank or the liabilities or obligations of the Customer or for such
reasonable period in the case of any other variations) which may be given
by display, advertisement or other means as the Bank thinks fit, and shall
be binding on the Customer if the Customer continues to maintain the Integrated
Account with the Bank or to use the Overdraft Facilities or if any part
of the Overdraft Facilities remains outstanding after the effective date
thereof. |
| 18. |
Communications |
| 18.01 |
The
Bank shall be entitled to prescribe, from time to time, the form of notice
(whether written or any other form) and the mode of communication with
respect to each type of Services. |
| 18.02 |
Communications
delivered personally, sent by post, facsimile transmission, telex, internet,
e-mail or mobile short message will be deemed to have been delivered to
the Customer (where delivered personally) at the time of personal delivery
or on leaving it at the address last registered with the Bank, (where
sent by post) 48 hours after posting if such address is in Hong Kong and
7 days after posting if such address is outside Hong Kong or (where sent
by facsimile transmission, telex, internet, e-mail or mobile short message)
on the date of despatch or transmission to the facsimile or telex number
or the e-mail address or mobile phone number last registered with the
Bank. Items sent to the Customer or delivered to an authorized representative
are sent at the Customer's risk. |
| 18.03 |
All
communications sent by the Customer to the Bank shall be in writing and
shall be sent to the branch office at which the Integrated Account is
kept unless the Bank prescribes other form of notice or mode of communication.
Such communication shall be deemed to have been delivered to the Bank
on the day of actual receipt. |
| 19. |
Exclusion
of Liability and Indemnity |
| 19.01 |
The
Bank shall not be liable for any taxes or duties payable on or in respect
of any Sub-account or the assets or property held therein. It is the
Customer's responsibility to seek independent professional advice on and
handle any tax issues (including, without limitation, application for
tax credits or a reduced rate of tax to be withheld, or withholding on
interest, dividend or any other distribution or proceeds from any investment
or transaction) which may affect the Customer under all applicable laws
in connection with any investment or transaction contemplated under these
Terms and Conditions and, in the absence of express written agreement
by the Bank, the Bank assumes no responsibility in this regard. Notwithstanding
the above, the Customer shall, at the request of the Bank, complete, provide
information, sign and file any tax forms, certificates or documents which
the Bank or any of its nominees, custodians and/or agents is required
by any tax authority of any applicable jurisdiction to submit in respect
of the Customer in connection with any investment or transaction made
on behalf of the Customer pursuant to these Terms and Conditions. The
Customer agrees to cooperate with the Bank, its nominees, custodians and/or
agents and provide the necessary information and assistance to them or
any of them for such purposes. |
| 19.02 |
Unless
due to the negligence or wilful default of the Bank, its officers or employees
and only to the extent of direct and reasonably foreseeable loss and damage
(if any) arising directly and solely therefrom, the Bank does not assume
any liability or responsibility to the Customer or any third party for
the consequences arising out of or in connection with: |
| (a) |
access to the
Services by the Customer or any other person whether or not authorized; |
| (b) |
any interruption,
suspension, delay, loss, mutilation or other failure or inaccuracy in
transmission of Instructions or other information howsoever caused; |
| (c) |
disclosure of
Instruction or information relating to the Customer from any telecommunication
company, equipment, device or intermediary through which the Instruction
or information passes or by the Bank or the Bank's agents or any other
third party; |
| (d) |
its inability
to execute an Instruction due to prevailing market conditions and the
manner and timing of execution of an Instruction; |
| (e) |
imposition or
change of any Applicable Regulations, market disruption or fluctuation,
or procedures, restrictions or suspension of trading imposed by any government,
exchange, clearing house or market, or bankruptcy, insolvency or liquidation
of any relevant bank, financial institution, broker, exchange, clearing
house or government; |
| (f) |
any mechanical
failure, power failure, malfunction, breakdown, interruption or inadequacy
of equipment or installation in connection with the Services, Acts of
God (including, without limitation, flood and tsunami), government act,
fire, civil commotion, strike, war, military action, unrest, political
insurrection, riot, public demonstration, terrorist activity of any kind
or any other causes beyond the reasonable control of the Bank; and/or |
| (g) |
if applicable,
any act, delay or failure to act, on the part of the Bank or any other
person, in respect of the Secured Assets. |
| 19.03 |
The
Customer shall indemnify the Bank, its officers and employees against
all liabilities, claims, demand, losses, damages, taxes, costs, charges
and expenses of any kind (including, without limitation, legal fees on
a full indemnity basis and other expenses of reasonable amount and reasonably
incurred, and any claims by the Hong Kong Inland Revenue Department on
the Bank for tax in respect of any profits or gains attributable to the
Customer) which may be incurred by any of them and all actions or proceedings
which may be brought by or against any of them in connection with the
provision of the Services or the exercise or preservation of the Bank's
powers and rights under these Terms and Conditions, unless due to the
negligence or wilful default of the Bank, its officers or employees and
only to the extent of direct and reasonably foreseeable loss and damage
(if any) arising directly and solely therefrom. The Bank is entitled to
withhold, retain or deduct such portion from the Customer's assets in
the possession or control of the Bank or such amount(s) from any of the
Customer's accounts with the Bank as it reasonably determines to be sufficient
to cover any amount which may be owed by the Customer under this Clause
19.03. This indemnity shall continue notwithstanding the termination of
the Integrated Account. |
| 19.04 |
For
the avoidance of doubt, the Customer shall not be liable for any unauthorized
transaction arising from any forgery or fraud of the Bank or any of its
officers or employees, or arising from any forgery or fraud of any person
other than the Customer in relation to which the Bank has failed to exercise
reasonable care and skill. |
| 20. |
Set-off
and Lien |
| |
20.01 |
The
Bank is entitled, at any time and without notice to the Customer, to combine
or consolidate any balances standing to the credit of any of the Customer's
accounts with the Bank and set off, debit, withhold and/or transfer any
sum thereof in or towards satisfaction of any of the obligations, indebtedness
and liabilities owed by the Customer to the Bank in whatever capacity
and whether actual or contingent or joint or several (including, without
limitation, any amount owed by the Customer under Clauses 15 and 19 of
Part I). Where such combination, consolidation, set-off, debit, withholding
or transfer requires the conversion of one currency into another, such
conversion shall be calculated at the Exchange Rate. In the case of a
joint account, the Bank may exercise the rights in this Clause 20.01 and
apply any credit balance on such joint account in or towards satisfaction
of any indebtedness owed to the Bank by one or more of the holders of
such joint account. |
| |
20.02 |
The
Bank is authorized to exercise a lien over all property of the Customer
which is in or coming into the possession or control of the Bank, for
custody or any other reason and whether or not in the ordinary course
of its business, with power for the Bank to sell such property and apply
the proceeds of sale, after deduction of reasonable expenses, to satisfy
any obligations, indebtedness and liabilities owed by the Customer to
the Bank (including, without limitation, any amount referred to in Clause
20.01 of Part I) provided that insofar as, and to the extent where, such
indebtedness comprises fees, charges and expenses payable under Clause
15 of Part I, the lien shall not apply insofar as, and to the extent that,
the Customer's property comprises any ordinary shares or other shares
of a class carrying rights to vote in all circumstances at general meetings
of, or securities otherwise constituting relevant share capital of, any
public company. |
| 21. |
Customer
Information |
| 21.01 |
To
enable the Bank to consider whether to provide the Customer with any service,
product, credit facility and/or accommodation, the Customer is required
to supply to the Bank from time to time the Customer's personal information
and any failure to do so may result in the Bank's inability to provide
such service, product, credit facility and/or accommodation. The personal
information of the Customer will be used for considering the Customer's
request and subject to the Bank's agreeing to provide such service, product,
credit facility and/or accommodation, further personal information of
the Customer may be collected by the Bank. All personal information and
other details and information relating to any of the accounts, transactions
or dealings of the Customer with the Bank (collectively, "Customer Information")
will be used in connection with the provision of services, products, credit
facilities and/or accommodation to the Customer. |
| 21.02 |
The
Customer agrees that the Bank may: |
| (a) |
use, store, disclose,
transfer (whether within or outside Hong Kong) and/or exchange any Customer
Information to or with such persons as the Bank may consider necessary
including without limitation any member of the HSBC Group or any financial
institution or credit card company for any and all purposes in connection
with any service, product, credit facility and/or accommodation provided
or to be provided to the Customer by the Bank, any other member of the
HSBC Group and/or any other financial institution or credit card company,
and/or in connection with matching for whatever purpose (whether or not
with a view to taking any adverse action against the Customer) any Customer
Information with other personal data concerning the Customer in the Bank's
possession, and/or for the purpose of promoting, improving and furthering
the provision of other services, products, credit facilities and/or accommodation
by the Bank and any other member of the HSBC Group to the Customer generally,
and/or any other purposes and to such persons as may be in accordance
with the Bank's general policy on disclosure of personal data as set out
in statements, circulars, notices or other terms and conditions made available
by the Bank to the Customer from time to time; |
| (b) |
deliver any Customer
Information to any credit reference agency, and in the event of default,
to any debt collection agency, and/ or provide banker's or credit references
to other financial institutions or other parties in respect of the Customer; |
| (c) |
where the Bank
considers it necessary or appropriate, transfer any Customer Information
to any service provider (whether situated in or outside Hong Kong) for
the purpose of data processing or providing any service or facility on
behalf of the Bank to the Customer. Where the service provider is situated
outside Hong Kong in an area where there are less stringent data protection
laws, the Bank will impose on the service provider confidentiality undertakings
substantially similar to the requirements of the data protection laws
in Hong Kong. In any event, the Bank will remain responsible for ensuring
the confidentiality of the Customer Information. |
| 21.03 |
The
Customer who is an individual has the right to request access to and correction
of any of his personal data or to request his personal data not to be
used for direct marketing purpose. Any request may be made in writing
and addressed to the Data Protection Officer of Hang Seng Bank Limited,
83 Des Voeux Road Central, Hong Kong or by facsimile at such facsimile
number as the Bank may from time to time prescribe. The Bank will comply
with such request unless the Bank may or is required to refuse to do so
under any Applicable Regulations. |
| 21.04 |
The
Customer shall notify the Bank, in such manner as the Bank may from time
to time reasonably prescribe, of the change in any particulars and information
relating to the Customer registered with the Bank for the purposes of
any account, transactions, dealings, service, product, credit facility
and/or accommodation. |
| 21.05 |
In
this Clause, the term "Customer": |
| (a) |
means the person
or each person in whose name an account is opened or to whom any service,
product, credit facility and/or accommodation is provided or to be provided
by the Bank or any other member of the HSBC Group; |
| (b) |
means an individual,
a firm, a company, a corporation or an unincorporated body of person,
where applicable; and |
| (c) |
includes, in the
case of a firm, each of the present and future partners of that firm,
and in the case of an individual or a firm, any personal representative
or lawful successor of that individual or any partner of that firm, and
in the case of a corporation, any director or officer of that corporation,
and in all cases, any authorized person or signatory or representative
of the Customer. |
| 22. |
Binding
Effect |
| |
These
Terms and Conditions shall be binding on and enure to the benefit of the
Bank and its assigns, the Customer and his legal representatives and successors
and shall also be binding notwithstanding the absorption or amalgamation
of the Bank by or with any other person. |
| 23. |
Governing
Law and Jurisdiction |
| |
23.01 |
These
Terms and Conditions, the Overdraft Facilities, any security created by
the Customer in favour of the Bank , the account relationship between
the Bank and the Customer and the Bank's obligations to pay any amount
standing to the credit of a Sub-account shall be governed by the laws
of Hong Kong. The operation of a Sub-account in a location outside Hong
Kong and payment in such a location shall be conditional on such operation
and payment being lawful in that location. The Bank shall not be responsible
for, or liable for any losses, taxes, costs and expenses as a result of
complying with, any Applicable Regulations, governmental measures or restrictions
which may be applicable in any location outside Hong Kong to the operation
of a Sub-account and/or payment thereunder and/or to the Bank's assets
relating thereto. |
| |
23.02 |
Each
of the Bank and the Customer submits to the non-exclusive jurisdiction
of the Hong Kong Courts but these Terms and Conditions and any security
created by the Customer in favour of the Bank may be enforced in the Courts
of any competent jurisdiction. |
| 24. |
Governing
Version |
| |
The
English versions of these Terms and Conditions shall prevail wherever
there is a discrepancy between the English and the Chinese versions unless
otherwise specified. |
| 25. |
Miscellaneous |
| 25.01 |
Each
of the provisions of these Terms and Conditions is severable and distinct
from the others and, if at any time one or more of such provisions is
or becomes illegal, invalid or unenforceable in any respect under the
laws of any jurisdiction, the legality, validity or enforceability of
the remaining provisions shall not be affected in any way. |
| 25.02 |
No
act or omission by the Bank pursuant to these Terms and Conditions or
any security created by the Customer in favour of the Bank shall affect
its rights, powers and remedies thereunder or any further or other exercise
of such rights, powers or remedies. |
| 25.03 |
The
Customer shall not assign or create encumbrance over any or all of the
Customer's rights and interest in the Integrated Account or any Transaction
without the prior written consent of the Bank (such consent not to be
unreasonably withheld). |
| 25.04 |
The
Customer shall, at the reasonable request of the Bank, execute such documents
and perform such acts as the Bank may consider expedient in connection
with the exercise of its powers and rights under these Terms and Conditions
and any security created by the Customer in favour of the Bank. |
| 25.05 |
(i) |
The Bank may (but
shall not be obliged to), and the Customer expressly authorizes the Bank
to, record by tape or other means all Instructions and requests given
by any Customer verbally to the Bank and all other verbal communications
between the Customer and the Bank in connection with the Integrated Account
including, without limitation, those given or communicated by telephone
(collectively, "Verbal Communications"). Each Customer expressly
agrees that if a dispute arises at any time in relation to the contents
of any Verbal Communications, then the tape recording or such other records
of such Verbal Communications, or a transcript of the same certified as
a true transcript by an officer of the Bank, shall be conclusive evidence
between the Bank and the Customer as to the contents and nature of such
Verbal Communications unless and until the contrary is established and
may be used as evidence in such dispute. |
| (ii) |
The Bank reserves
the right to refuse to act upon any Verbal Communications if, in its opinion,
there are reasonable grounds for doing so. Furthermore, the Bank reserves
the right to defer acting on any Verbal Communications and to require
further information with respect to such Verbal Communications as the
Bank may consider appropriate. |
| |
25.06 |
Subject
to any Applicable Regulations or market practice, the Bank may destroy
any documents relating to the Integrated Account or any of the Services
(including, without limitation, any cheques issued or deposited by the
Customer) after microfilming or scanning them, and destroy any microfilm
or scanned records after such period of time as the Bank considers appropriate. |
| |
25.07 |
With
respect to deposits placed by the Customer with the Bank, the Bank is
debtor and the Customer is creditor. With respect to items held by the
Bank for the Customer in safe custody, the Bank is bailor and the Customer
is bailee. Other relationship may arise between the Customer and the Bank
depending on the services provided by the Bank to the Customer. |
| |
25.08 |
The
Bank and other members of the HSBC Group are obliged to comply with any
Applicable Regulations in various jurisdictions which relate to the prevention
of financing of, amongst other things, named terrorists and sanctioned
persons. This may require the Bank to intercept and investigate any payment
messages and other information or communications sent to or by the Customer
or on the Customer's behalf via the Bank's systems and this process involves
making further enquiries as to whether a name which might refer to a named
or sanctioned person actually refers to that person.
Neither the Bank nor any member of the HSBC Group will be liable for
loss (whether direct or consequential and including without limitation
loss of profit or interest) or damage suffered by any party arising out
of any delay or failure by the Bank or any member of the HSBC Group in
processing any such payment messages or other information or communications
or performing any other obligations caused in whole or in part by any
steps taken pursuant to the above.
This process may cause a delay in processing certain information and
therefore neither the Bank nor any member of the HSBC Group warrant that
any information on the Bank's systems relating to any payment messages
and communications which are the subject of any action taken pursuant
to the above is accurate, current and up-to-date at the time it is accessed
whilst such action is being taken. |
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