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General banking Terms Consumers I. General provisions 1 Field of application A. These general terms (hereinafter referred to as the “banking Terms”) govern all of the contractual relations between the Bank and the Clients in the sense of Title I article 2 of the banking Terms. B. The banking Terms are complemented by the international and Belgian general banking practices. The banking Terms may be deviated from through special conditions and agreements (especially credit agreements), the clauses of which take precedence over those of the banking Terms. Deviations from the banking Terms which would be allowed by the Bank, even if they are repeated, may not be considered as an acquired right by the Client, unless this has explicitly been agreed in writing. C. On entering a relationship with the Bank, the Client is given a free copy of the banking Terms. The Client can always consult the banking Terms or obtain a copy thereof in any of the Bank’s branches; the banking Terms are also available on the Bank’s website (www.abnamro.be). D. The mere fact of the Client making use of the Bank’s services entails its acceptance of all the clauses of the banking Terms. E. These banking Terms replace all previous versions of the banking Terms. F. The Bank has subscribed to the Code of Conduct of Febelfin. A copy of this code of conduct may be requested from the Bank. G. ABN AMRO Bank nv is licensed in the Netherlands as a credit institution and comes under the supervision of De Nederlandsche Bank, established at Postbox 98, 1000 AB Amsterdam, Westeinde 1, 1017 ZN Amsterdam (The Netherlands); the Belgian branch also comes under the supervision of the Financial Services and Markets Authority (FSMA, established at Congresstraat 12-14, 1000 Brussels (Belgium). H. Communication with ABN AMRO occurs in English, French or Dutch. All of the standard documentation from the ABN AMRO is available in Dutch and French; some information is also available in English. 2 Natural persons acting for non-business and non-professional purposes A. The banking Terms apply to all natural persons acting for non-business and non-professional purposes, together herein defined “Clients”, separately the “Client”. B. The Client hereby confirms that he is a consumer in the sense of article 1, 1° of the Consumer Credit Act of 12 June 1991. 3 Identity, capacity, origin of money A. On entering a relationship with the Bank, and as long as the Client makes use of the Bank’s services, the Bank is obliged to identify the Client by means of the following data and documents: For natural persons: a copy of the identity card or passport (or in the absence thereof a similar document), the place of residence, the civil status, the legal capacity, and if applicable the marital status, the principal place of residence, the VAT and company number. For legal entities acting as a representative of the Client: a copy of the most recent coordinated articles of association and their publication in the Belgian Official Journal, VAT and company registration numbers, a copy of all the official documents specifying the persons empowered or otherwise to represent and engage the legal entity with the Bank; these persons must identify themselves as natural persons or legal entities. For legal representatives, guardians and those who act on behalf of somebody else: identification as for natural persons and legal entities, with submission of the documentation showing their authority and the extent of their powers. At the first request of the Bank, the Client will supply all additional information and documents regarding, amongst others, the origin of its money and funds, for which it will sign a declaration at the Bank’s request. The Client shall only hold funds with the Bank that originate from legitimate activities. The Client shall not use the services of the Bank nor the funds for money laundering or for financing terrorist activities. General Banking Terms Consumers 2/29 B. If the Bank deems that the duty of identification is not or is no longer being complied with, it may postpone entering into a relationship, suspend the execution of a transaction and/or block the account of the Client. C. The Client must notify the branch where it holds its account of any change in the above mentioned data, immediately, in writing and with the necessary documentation showing these changes. Clients of foreign nationality must moreover inform the Bank without delay of any statutory and regulatory changes in their country of origin which might influence their legal or civil capacity and/or their powers of representation. D. The Client is liable for any damages resulting from incorrect data, documentation or from the failure of or late notification of changes. The Bank is not liable for the authenticity, the validity, the translation or interpretation of foreign-source documents submitted to the Bank. E. The Bank is not bound to check the accuracy of the documents handed over by the Client or on behalf of the Client, except in the event of a legal requirement to the contrary. The Bank is also not bound to check the tax status of the Client, even if the information in this respect can be verified or is generally known. If the Client is a foreign national or has a foreign place of residence, the Bank is not bound to examine whether the information and documents given to it by or on behalf of the Client are affected by foreign regulations. In order to protect its liability with respect to the tax authorities, the Bank is authorised to collect information on the Client and to check the accuracy of the information given to it. The Bank is also authorised to act on the basis of the information that it considers correct, insofar it can verify this. If legally authorised, the Bank shall inform the Client of this within a reasonable period of time. If the Bank and the Client do not agree on the correctness of the information, then each of them may end the banking relationship by registered letter, without charge and without notice. 4 Specimen of signatures A. When entering into the relationship, and for every subsequent change, each Client shall provide a specimen of his signature. If applicable, a specimen signature of his representative or agent(s) shall be provided. The Client undertakes to inform the Bank immediately of any event (e.g. loss or theft of identity papers) that may increase the risk of fraud relating to identity or the falsification of instructions. B. For the execution of orders, the Bank is only bound to compare the signatures on these orders with the specimen of the signature provided. With the exception of gross negligence or wilful misconduct on the part of the Bank, the transactions processed on the basis of a false or falsified order will be valid as regards the account holder or the holder of the balance, save divergent clause. 5 Documents of the Bank A. The Bank is only bound by commitments concluded in its name if they have been issued on its letterhead documents and duly signed by persons authorized to do this in accordance with the articles of association or with a power of attorney. An exception is made in respect of statements, receipts and other documents which relate to or result from mechanical or automated processing operations approved by the Bank. B. The list of the authorized persons specifying their powers and containing a copy of their signature can be consulted in all of the Bank’s branches. 6 Powers of attorney A. Forms in respect of powers of attorney are available to the Client; the Bank reserves the right not to take into account powers of attorney which are not issued on Bank forms. The powers of attorney remain lodged with the Bank. These powers of attorney, except in the event of express restrictions, shall be deemed to allow the representative to perform acts of management and acts of command or disposition, including the opening of sub-accounts in other currencies, and the closing of the account or sub-accounts. The fact that a power of attorney is drafted in general terms does not detract from this. The Client is liable with respect to the Bank for all acts of the representative or proxy. B. Powers of attorney may only be revoked by bailiff’s writ or by registered letter addressed to the branch at which the relevant account is maintained. Revocation of a power of attorney shall be taken into account by the Bank as from the first Bank working day following the day of receipt of the notification. Statutory revocations of such powers (inter alia decease, in the event of the appointment of a guardian, or in the event of manifest insolvency of the conferor or the conferee) shall be without consequence for the Bank until the first Bank working day on which the Bank is notified of the event by virtue of which the power of attorney is statutorily rescinded. When a power of attorney is ended, the Client is bound to immediately give the Bank all documents, Bank cards and security instruments relating to the withdrawn power of attorney. In the absence of this, the Client shall remain liable for all consequences arising from the unlawful use of these documents and/or instruments by the representative or a third party. General Banking Terms Consumers 3/29 C. The Bank is not liable for any consequences which might result from the lack of precision or comprehensiveness of the powers of attorney lodged with the Bank and/or notifications of the revocation of procurations. The Bank reserves the right to refuse the exercising of the power of attorney without prior notice if it has legitimate reasons. This shall be the case for example if the Bank suspects that the representative is involved in money laundering or terrorist activities. 7 Correspondence A. Correspondence from the Bank is sent to the address which was given by the Client as a correspondence address upon commencement of the relationship, or failing that, to its legal domicile. Any change in this address must be notified in writing to the branch where the Client holds its account. The Bank takes account of this modification and at the latest from the second Bank working day following receipt of the notification. The Bank will hold the undelivered returned correspondence for a reasonable time, without incurring any liability whatsoever. B. If the account is opened in the name of several persons, the correspondence for the attention of all the account holders is validly sent to the correspondence address indicated by them, or failing that, to one of them. C. Without prejudice to the above, all correspondence is deemed to have been validly carried out if sent by the Bank to the Client’s last-known address. Proof of correspondence and of its contents is established, unless proven to the contrary, on production of a copy of the correspondence by the Bank. This copy may differ from the original with regard to form. D. The Client must send its correspondence addressed to the Bank to the branch where it holds its account. The Bank waives any liability if the Client fails to use this correct address. 8 Consignment, transport and custody of securities, commercial papers and other valuables A. All letters or packages sent to or by the Bank with money, securities, commercial paper, diamonds or any other documents or valuables shall be sent at the expense of and at the risk of the Client, except for the sending of a payment instrument to the Client or the sending of any means that enable the use of this, in particular personalised security features. For security reasons, the Client should not deposit any valuables in the ordinary letter-box of the Bank. The Bank assumes no liability in relation to the aforementioned. B. The Bank reserves the right to subscribe, for the account of the Client, to an insurance contract for certain consignments or transports, without prejudice to the right of the Client to exercise this right himself. C. The Bank is not obliged to keep the credits, values or other documents it has been entrusted with at the place of deposit. It may keep them at any other location, depending on the necessities of its organisation or any other circumstances. 9 Instructions to the Bank A. The Bank maintains various forms at the disposal of its Clients specifically designed to facilitate the giving of instructions by the Client to the Bank. The Client is enjoined to preserve these forms carefully and is liable for any consequences resulting from the theft or loss thereof, as well as from their abuse. B. If the Bank, for whatever reason, cannot or does not wish to carry out an instruction, it will inform the Client thereof within a reasonable time and to the best of its ability. At the request of the Bank, the Client will supply additional information regarding the instruction. C. The Bank declines all responsibility in respect of errors or delays which might result from incomplete or inaccurate instructions given, irrespective of the manner in which they are given. The Bank declines all liability in the event of the misinterpretation of instructions given by telephone of by telex. It reserves the right not to execute inaccurate or incomplete instructions. The Bank further reserves the right to require prior written confirmation of instructions issued by telephone or by telegraphic means and to delay their implementation until such juncture as said confirmation has been received. 10 Revocation or modification of instructions given to the Bank Any modification or revocation of an instruction given to the Bank must be notified in writing. In any event and insofar as such revocation or the modification is still possible, the Bank is under no obligation to act on the modification or revocation notified until after the first Bank working day following receipt of the said notification, save agreement to the contrary between the Bank and the Client. General Banking Terms Consumers 4/29 11 Execution of the instructions by the Bank A. The Bank is authorized to accept money or assets for the account of its Clients. It is routinely authorised to credit this money or assets to an account of the beneficiary in the Bank itself, even if the amounts or values in question were handed over on the condition they were kept at the disposal of the beneficiary, or to transfer them to an account opened by the beneficiary in another institution or to another account in the Bank. B. The Bank reserves the right, in the absence of explicit instructions, to determine the mode of execution it deems most appropriate for the instructions it has been given. The Bank also reserves the right to refuse instructions from the Client that are impracticable, too complicated or too expensive. C. The Bank is entitled, whenever it deems it useful or necessary, to call on the intervention of Belgian or foreign third parties with a view to executing the instructions received and charges the associated costs to the Client. The Bank has no liability in this respect, except in the cases provided by Title VIII. D. Any entry on an account of a transaction, the term or the time of which is not known (for example cashing collection with immediate credit), is executed “with usual reservations”, unless agreed otherwise, even if the expression “with usual reservations” is not explicitly mentioned. If the transaction is not concluded, the Bank cancels the account entry ex officio and without prior notice. E. The Bank may apply all sums credited to an account without differentiation or priority to enable it to implement instructions given by the Client. F. The Bank must abide by the international sanctions and regulations enacted by the United States of America, the European Union and the United Nations (as well as the local laws and regulations that apply to the branch executing the instruction). Pursuant to these laws and regulations, the Bank has adopted policy provisions that in some cases go further than the obligations under the applicable laws and regulations. Consequently, the Bank is not required to execute an instruction (including every payment instruction and provision of advice) from the Client or a third party if it involves a natural person, legal entity or any government body that is on the sanction list of the United States, the European Union or the United Nations, or which is on one of the local sanction lists, or which has any involvement or connection with Cuba, Sudan, Iran or Myanmar, or any governmental body or governmental agency of these countries. 12 13 Execution of instructions where a specific date is stipulated (VAT, various duties, taxation) In the performance of instructions under this section, the Bank may, where appropriate and where circumstances so require, select the means and manner of execution it deems most appropriate in order to ensure compliance with the due date if these instructions were received less than 24 hours before the due date and/or if they were not given by means of the appropriate forms. Administrative proof A. Irrespective of the nature or the value pertaining to a legal act, the Bank may, both in civil and in commercial cases, adduce a copy or a reproduction of the original document as proof. B. The transcript or the copy of the original document has the same binding force in law as the latter, irrespective of the means employed in its reproduction (carbon copy, photocopy, microfilm, computer print out or any other way). C. Telephone conversations between the Client and the Bank may be recorded with a view to: avoid subsequent discussions relating to instructions given by the Client handle and register complaints and reportings improve the quality of the Bank’s services. Records of telephone conversations constitute valid evidence of the content and time of the communication. In addition, any record is sufficient evidence that the communication with the Bank occurred without any errors and is not affected by a disruption or any other failure. Such evidence may be delivered by the reproduction of the record, whatever the means used for such reproduction. The recording of both the time and content of the call shall be kept until such time as is necessary to achieve the envisaged purpose of the recordings. The Client is granted access to this data in accordance with article 21.d. 14 Liability – Force majeure A. The Bank shall under no circumstances be liable for the accuracy, the validity, the authenticity and, if applicable, the translation of the documents submitted to it, in particular those of foreign origin. General Banking Terms Consumers 5/29 B. In any event, the Bank can only be held liable for damages directly resulting from fraud or a serious fault committed by the Bank. Under no circumstances the Bank can be held liable for indemnification of indirect damage, whatever its nature. C. The Bank shall not be liable for the damage that a Client may suffer, directly or indirectly, due to the disruption of its services as a result of force majeure (for example but not exhaustively, in the event of a war, terrorism, revolt, strike, hold-up, fire, flood, serious technical defects, blackout or other disasters), nor when the Bank has other legal obligations under national or European Community legislation, nor when its information processing services are entirely or partially, temporarily or otherwise, switched off on account of an external cause. Neither is the Bank liable either for damage imputable to other financial institutions or any other third parties, for damage attributable to errors or an interruption or delay in the activity of the postal and/ or telecommunications companies, the non-fulfillment by third parties of obligations vis-à-vis the Bank for reasons independent of their will, or for damage resulting from decisions of the Belgian or foreign powers. D. In the event of war, riots or occupation of the country by foreign or illegal forces, the Bank is not liable for damage to its Clients caused by actions commanded by persons with de facto authority. E. The Bank is not liable for the defect or disruption, including that of a temporary nature, for whatever reason, of its computer hard or software, nor for the destruction or loss of data contained therein or in the event of fraudulent use by third parties. F. The Bank may, without prior notice, temporarily deny access to its services (1) to rectify technical defects or faults, (2) to maintain or improve its systems or (3) whenever it considers useful, for example but not exhaustively in the event of an attempt to swindle or embezzle funds. Insofar as it is possible, the Bank shall inform the Client of this. The Bank shall not be liable for the damage that may arise from such an interruption to its services. 15 Complaints, errors, important events A. All complaints and observations regarding the transactions executed by the Bank must, to sustain their validity, be notified in writing to the Bank, within thirty days as from the transaction or as from the date on which the events occurred, at the following address: ABN AMRO Bank nv, Compliance Officer, Roderveldlaan 5b4, 2600 Berchem, Belgium. B. If the Client does not lodge a written observation within the period specified in Titel 1 article 15.a. upon the mailing or delivery of daily statements, periodic statements or other documents sent or handed over to him by the Bank, the Client is presumed to have approved the content of such statements. C. At its discretion, the Bank can address a confirmation form to the Client. The Client is enjoined to return this document within thirty days after it has been sent, duly signed; failing this, the transaction in question is deemed to be approved. D. The Bank is at all times entitled to correct errors of any nature whatsoever and for any reason whatsoever, without prior notification to the Client or without receiving an instruction by the Client to this effect. Any applicable debit interest rate will be applied routinely and without notice if the correction results in a debit in the balance on account. E. The Client must immediately inform the Bank of all events which might result in the abuse of its account and/or cards (such as loss, theft or fraudulent use of cheques and/or guarantee cards, credit cards or debit cards, or loss of the theft of access codes, access passes or the identity card) without prejudice to the particular notification obligations provided for in these banking Terms. F. If the Client is of the opinion that he did not obtain a satisfactory solution to his complaint and/ or remark, he may submit a complaint or remark to the Ombudsman of the Belgian bankers’ Association at the following address: Belliardstraat 15-17, bus 8, 1040 Brussels, Tel.: +32 2 545 77 70, Fax: +32 2 545 77 79, E-mail:[email protected] (www.ombfin.be). Client complaints relating to the payment services may also be reported to the Algemene Directie Controle en Bemiddeling bij de Federale Overheidsdienst Economie, K.M.O., Middenstand en Energie (Directorate-General for Supervision and Mediation of the Federal Public Department of the Economy, SME’s, the SelfEmployed and Energy), at the address WTC III, Simon Bolivarlaan 30,1000 Brussels, Belgium, Tel.: (+32) 02 277 54 84, Fax: (+32) 02 277 54 52, E-mail: [email protected]. Forms can be found at the following address: http://mineco.fgov.be 16 Guarantees issued in favour of the Bank A. Each Bank transaction between the Bank and the Client happens within the framework of the global relationship between them. Therefore, all transactions of a Client with the Bank are related to each other. If the Client fails to make a payment, then all obligations of the Client with respect to the Bank shall become immediately payable. General Banking Terms Consumers 6/29 B. As a consequence, all the accounts opened by the Bank for a Client are components of one single and indivisible account, irrespective of their legal status, modalities, interest conditions, currency or branch where they are held. Hence, the Bank is entitled, at all times by simple notification, to consolidate such accounts or to consolidate the distinct debit and credit balances of these accounts in euros or currencies into one single balance by means of transfers. Any currency exchanges will be made at the rate of the day. However, the unity of accounts shall not prevent each account of the Client in itself being considered as being able to generate debit or credit interest. C. Moreover the Bank is entitled, and this notwithstanding bankruptcy, judicial settlement, seizure or any other event of concourse and without any formal notification or judicial decision being required, to set off all its debt claims vis-à-vis the Client, whatever their nature, whether due or not, against all debt claims of whatever nature, due or not, of the Client vis-à-vis the Bank, and this up to their reciprocal amount. Accounts that must keep their individuality pursuant to statutory provisions or particular agreements, are excluded from this set off. D. Without prejudice to other rights and security that the Bank benefits from by law, all sums, financial instruments, current and future accounts receivables, as well as those on third parties for whatever reason and on whatever accounts, documents and goods, irrespective of their nature, that the Bank possesses on behalf of the Client, count as an indivisible and privileged pledge of security for the Bank for the performance of existing and future obligations, of any nature, of the Client with respect to the Bank. To preserve these rights, the Bank is empowered, at the Client’s expense, to comply with all requisite formalities to ensure that this pledge is honoured and upheld against third party claims. The Client shall fulfill all required formalities and the Bank shall provide all information necessary to invoke the existence of the pledge. The Bank is also entitled to obtain such information and documents from third parties, debtors of the pledged receivables. The Bank is also entitled, without any obligation however, to have the Client confirm each pledge individually. Should the Client fail to comply on time with its obligations vis-à-vis the Bank, the latter is entitled, at its choice, within the shortest delay, without prior formal notification and without judicial authorisation being required and notwithstanding any concourse: to appropriate the pledged financial instruments. These instruments will be valued (i) at the last known closing rate if the instruments are listed (if listed on several markets, the closing rate on the principal market precedes) or (ii) at the actual market value as established by an expert appointed by the Bank. to convert the pledged financial instruments into cash. E. Claimable debit balances can be legally cleared by transferring credit balances of persons who have contracted conjointly or severally with the Bank either as principals or in a subsidiary role, such as in respect of guarantees or other securities. Accordingly, the Bank is empowered at all times to effect such transfers as appears necessary to clear off the debit balance on an account by applying funds from another account. 17 18 19 Protection of deposits The Bank is a member of the Dutch Deposit Guarantee System and the Investor Compensation System. These arrangements come into play when a Bank is no longer able to repay the savings entrusted to it or when claims on financial instruments belonging to the client are jeopardised. The arrangement provides for the repayment of a maximum of EUR 100,000 per account holder for entrusted savings and an (additional) maximum of EUR 20,000 per investor in financial instruments. The text of this information is available on request at the Bank. Waiver of protest With respect to negotiable instruments held by the Bank in its capacity as proprietor, beneficiary, bearer or authorized collection agent, the Bank is not enjoined to lodge a protest in the event of nonacceptance or non-payment, nor to address the notices prescribed by law in cases of non-acceptance or non-payment to the Client and other signatories to negotiable instruments nor to respect the statutory time limits provided in this respect. If the Bank nevertheless elects to comply with these formalities, it does so without implying any liability on its part. Estates A. The death of a Client or of the spouse of a Client shall be notified to the Bank in writing and without delay. As from the receipt of such notification, the accounts, Bank vaults and assets of the deceased and of the spouse are blocked; domiciliation, standing orders and powers of attorney granted by or to the deceased expire. If the Bank is not informed or is informed late of the death, it assumes no liability for transactions executed after the death in respect of the moneys or assets of the deceased. General Banking Terms Consumers 7/29 B. The Bank releases the assets of the deceased and/or spouse and/or the content of its safety-deposit box and authorizes transactions in connection with the same once it has complied with all fiscal obligations imposed upon it and after official documents showing the disposition of the estate (in principle a certificate or deed of inheritance from a notary (“akte of attest van erfopvolging opgemaakt door een notaris”)) have been presented, as well as all other documents the Bank deems necessary. In any event, the collective and written authorisation of all parties to the estate or of their joint trustee is required for transactions in respect of the assets of the deceased. The surviving spouse may, on his/her request, withdraw from the joint or undivided sight deposit account or savings account, of which the deceased spouse or surviving spouse is the holder or co-holder, or of which the survivor is the legally cohabiting co-holder, an amount from the Bank that does not exceed half of the available credit balance without exceeding EUR 5,000, after the death and without presenting a certificate or deed of inheritance. However, this withdrawal shall be deducted from the settlement of the estate. The surviving spouse who withdraws more than the above-mentioned maximum amount, which counts as a maximum for all accounts together with all banks, shall be penalised by the law by being deemed to have accepted the estate. He/she may no longer reject the estate, nor accept it subject to an inventory. Moreover he/she shall lose the value of the amount that exceeds the allowed maximum and this amount shall then go in full to the other heirs. C. The Bank is empowered to comply with all requests for information regarding the assets of the deceased Client, provided professional secrecy obligations do not prevent this. The Client accepts that the Bank may provide information to the notary executing the estate and to the tax department on the credit balances and operations of the Client with the Bank and the services used. D. The heirs and duly authorised persons are jointly and severally liable for any debit balances as well as for the charges pursuant to the opening of the estate and to the costs incurred by the Bank. E. In the event of the death of a Client, unless instructions to the contrary are given by eligible persons, the Bank addresses the correspondence relating to the estate to the last address communicated by the deceased. The Bank also reserves the right, without incurring any liability, to send the correspondence to one of the duly authorised persons, the notary entrusted with the winding up of the estate, or any other person empowered to represent the interests of duly authorised persons. In such an event, the correspondence will be validly sent to all heirs and duly authorised persons. F. The Client should be aware of the fact that his/her inheritance might be subject to the US Estate tax, according to American law on inheritance taxes. This US Estate Tax is levied on the inheritance of a non-American citizen/resident when e.g. one of the following assets is part of his/her inheritance : real estate located in America, shares issued by an American company, certain bonds issued by an American government or company or investment funds established under American law. It is a part of the obligations of the beneficiaries of the Client to comply with American law on inheritance taxes. 20 Professional secrecy – Financial and trade references A. The Bank does not divulge to third parties any information relating to a Client’s transactions with the Bank, except with the explicit approval of the Client or in case of a legal obligation or legitimate interest. B. The Bank may supply the Client if requested with financial and commercial information. Such information is supplied without any liability for the Bank and in exchange for a fee. This is strictly confidential and may under no circumstances be disclosed by the Client to third parties. 21 Registration and processing of personal data A. The Belgian branch office of the ABN AMRO Bank nv, established at Roderveldlaan 5 b4, 2600 Berchem is responsible for the processing of personal data. B. The Client authorises the Bank to process all personal data, all data concerning its professional and private financial operations, its banking services and transactions for legitimate aims. The Client must inform its representatives, contact persons and guarantors of the fact that the Bank may also register and process their personal data, and the Client vouches that these persons consent to this. The Bank processes this data in view of i) the administration of the Bank’s clientele, ii) the administration of the contractual relationship, iii) the drawing up of statistics and tests, iv) informing the Client about products and services offered by the Bank and v) promotional activities. The Client accepts that this data may be disclosed to the other companies of the group to which the Bank belongs, as well as to all other third parties who are contractually tied to the Bank, situated in countries within and outside the European Economic Area, to satisfy certain administrative activities that relate to 1) the management of the clientele of the Bank, 2) the management of the contractual relationship (this means among others the management of accounts, payment traffic, operations with financial instruments, etc.), 3) market analyses, statistics and tests, 4) informing the Client about products and services that the Bank provides, 5) promotional purposes regarding the products of the Bank or of other companies within the group to which the Bank belongs. These third parties are selected by the Bank in accordance with strict criteria and are contractually bound to discretion and confidentiality. General Banking Terms Consumers 8/29 C. The Client has a right to access and correct its data. The Client also has the right to resist the use of his data for promotional purposes, free of charge. D. If the Client wants to use its right of examination and/or correction, or wants to exercise its right of protest, it may send a letter to this effect to the Bank, addressed to ABN AMRO Bank nv, Compliance Officer, Roderveldlaan 5b4, 2600 Berchem, Belgium with a copy of the front and back of the identity card. E. As of January 1st 2014 the Bank is obliged to communicate to the Central Information Point (hereinafter CIP) certain data concerning its clients. The CIP is maintained at the National Bank of Belgium, located at 1000 Brussels, Berlaimontlaan 14, www.nbb.be. The data communicated to the CIP are identification data of the clients and the IBAN-numbers of their Bank accounts on January 1st 2010 or later. As of January 1st 2015 the Bank will also be obliged to communicate to the CIP certain data concerning the following types of contracts of its clients : mortgage loans, consumer loans, leasing contracts, openings of a credit line and investment services agreements. All these communicated data will be maintained by the CIP until 8 years after the closing date of the accounts or contracts and will be kept available for the tax authorities in the framework of a potential investigation of tax fraud (cfr. article 322 § 3, WIB 92 and its implementing decree(s)). Every Client has the right to inspect his/her data, maintained by the CIP, at the National Bank of Belgium. The Client also has the right to have possible errors corrected or removed by the Bank. 22 Tariffs, interest rates, taxes and costs A. The tariffs (costs, commissions, provisions) of the services and products served by the Bank as well as the interest rates used by the Bank are brought to the attention of the Client by means of a prospectus, a notice included with statements of account, an ordinary letter or in another way. B. The Bank reserves the right to modify the tariffs and interest rates. These modifications are communicated to the Client as soon as possible (for modifications of the interest rates) or within a reasonable period prior to their application (for other modifications), by letter, by a notice included with statements of account, and/or through electronic communication. If a Client does not agree to the modifications with respect to certain products, he may cancel these products within a period of thirty days upon notification. The clauses of these banking Terms regarding termination are applicable. The tariffs and interest rates are available to the Client free of charge from every branch of the Bank. C. Besides these tariffs, the Client bears any costs resulting from measures relating to the Client’s assets, including those deposited in a safety-box, taken by the authorities as well as costs related to seizures, registrations of opposition or reclamations by third parties in relation to these assets, and all ¬legal and extra-legal costs incurred by the Bank (including lawyers’ fees) for recovering its debt claims from the Client, inclusive of the realisation of guarantees/security and the exercising of recourse. The Client shall also bear all stamp and registration duties, taxes, charges, all taxations legally claimable by the Bank or for a transaction with the Bank. D. Taxes on income paid by the Bank in a debtor or intermediary capacity, are payable by the beneficiary of the said income. E. The Bank may routinely debit any account of the Client for each amount due owed by the Client, even if such debiting will result in an overdraft of the available credit balance on this account or of a granted credit line. 23 Termination of the relationship A. Without prejudice to particular legislation or agreements, and save dispositions to the contrary in the banking Terms for specific services, both the Bank and the Client may, at any time, terminate the relationship in whole or in part, without justification, provided that a 30 day notice period is given by registered mail. Furthermore, the Bank may, without giving reasons, decide only to offer certain products and services to the Client or decide to make a certain product or service dependent on special conditions. B. Notwithstanding the above, the Bank may, in the event the Client does not respect its obligations in good faith or does so in such a way that the Bank’s confidence in the Client is threatened, decide to end the relationship immediately by registered letter. These reasons include, without being limited to just these: breach of contract, fraud or gross negligence on the part of the Client, suspicion of insolvency, bankruptcy, seizure, shaken credit, suspicion of fraud, and summons for payment. C. Upon termination of the relationship and without prejudice to the specific provisions with respect to credit, all obligations of the former Client become immediately and automatically due, without any formal notification being required. Any interest habitually applicable in circumstances of indebtedness shall fall due with respect to any negative balance outstanding and all other existent debt. At that moment, the Bank shall also charge to the Client the usual provisions and closing costs, insofar as they are legally allowed. All means of payment such as transfer forms and Bank cards must immediately be returned to the Bank upon termination of the relationship. The assets held by the Bank on behalf of a former Client shall cease to bear interest with respect from the termination of the relationship. General Banking Terms Consumers 9/29 D. In the event that, after restitution of all sums due, the former Client’s account is in surplus¬¬, the Bank will make any aid surplus available to the former Client in the manner determined by the Bank and at the Client’s risk. E. On termination of relations, the Client is enjoined to comply with the Bank’s suit to post guarantees within three days in respect of forward deals which are in abeyance or where undertakings have been entered into by the Bank on the Client’s behalf. Where the Client fails to furnish such guarantees, the Bank is entitled, without further notification and at the Client’s expense, to wind up operations on a day it judges appropriate. In such a case, the Bank declines all responsibility. 24 Amendments to the banking Terms A. The Bank reserves the right to change these banking Terms or any special agreement of an indefinite duration at any time. B. Amendments are brought to the attention of the Client by means of the daily statements or other correspondence from the Bank, and if applicable through communications displayed within the Bank premises or by electronic communication. Subject to statutory or regulatory requirements, amendments are legally binding on all Clients as from the first day of the second month after that of the notification. Without prejudice to legal or regulatory requirements, or specific provisions to the contrary in the banking Terms or the special agreement concerned, they shall automatically apply to the Client as of the first day of the second month after the month of notification. 25 Applicable law and jurisdiction A. Except if agreed otherwise, the relationship between the Bank and the Client is governed by Belgian law. B. Claims are introduced before the courts of Antwerp or Brussels it being understood that the Bank is entitled to introduce a claim before any other court that has competence. C. If a provision is contrary to a legal or regulatory provision, this provision must be considered as inapplicable. Such an incompatibility shall not harm the validity of the other provisions of this agreement. II. Provisions regarding accounts 26 General Every Client may open accounts with the Bank. Without prejudice to specific regulations relating to certain types of account, differentiations in the present banking Terms or agreements to the contrary, all accounts are subject to the following provisions. The special terms for payment services are given in title VIII of these general terms, supplemented by the payment services information sheet. 27 28 The Bank may open joint accounts in the name of several persons. Except insofar as mentioned below, these accounts are subject to the same terms as those applicable to the same type of account. In the absence of explicit agreements and subject to the existence of powers of attorney, signatories to joint accounts shall be entitled to transact via such accounts only when acting collectively; all co-holders of a joint account are jointly and severally liable for all transactions on this account as well as for the reimbursement of any negative balance. The closure of the account shall not end the joint and several liability of the co-holders. In the case of disagreement among the co-holders regarding their capacity to contract in respect of the account, the Bank reserves the right to suspend any use thereof until it has been notified in writing that the disagreement has been settled. A. Each account must be in credit at all times. The Bank reserves the right, to the exclusion of any liability, to refuse to execute every entirely or partially uncovered instruction, even in the event of Title II articles 31 or 32. A payment instruction can only be executed when there are sufficient freely available funds in the Client account concerned to settle the principal and any additional costs and taxes, charges and levies. B. Any departures allowed on the part of the Bank, regarding the required credit balance in the account or an exceeded credit limit, may never be invoked as giving the right to the further maintenance or repetition of these departures. The Bank is consequently entitled, at any time, to claim the repayment of the debit balance in the account or the exceeded credit limit. General Banking Terms Consumers 10/29 29 30 31 The Client must give the Bank at least 2 Bank working days’ notice of any withdrawal of funds. The Client may request a receipt for each deposit. Deposits, transfers or issues in favour of the Client by a correspondent of the Bank are definitely entered on the Client’s account at the moment the Bank is physically in possession of the funds transferred by the correspondent, irrespective of any notification received from the correspondent that the transfer has been effected. Unless otherwise requested, deposits, transfers and issues in a foreign currency made in favour of a Client are booked in the account held in that currency. In the absence of such an account and failing instruction from the Client, the amount is converted into euros and booked in the accounts in euros, after deducting exchange charges. Domiciliation – Standing orders A. The Client may instruct the Bank to automatically pay, via his account, the invoices and debit notes presented to his charge that are sent directly to the Bank by the entitled party, in accordance with the provision of Title VIII article 10. In the absence of a general domiciliation instruction, the Bank is entitled to assume that the drawee, by accepting the bill in question, has accepted the fact of domiciliation. B. The domiciliation may always be cancelled by the Client, the Bank or the beneficiary. Cancellation by the Client becomes effective 5 Bank working days after receipt of the cancellation. 32 33 The Client may give the Bank a standing order to transfer a fixed amount to another account on set payment dates in accordance with the provision of Title VIII article 9. Interest conditions A. On all debit positions, whatever their nature, both in capital and in value date, the Bank may legally charge a debit interest pro rata temporis and debit the account of the amount of this interest, without formal notice being required. This interest rate is modified and brought to the Clients’ attention in the same way as the one defined in Article 22. B. Any partial reimbursement of a negative balance will always and in all circumstances, even during or subsequent to legal proceedings, be applied in the first instance to defray the charges and then the interests before being applied to reduce principal or capital sums owed. C. As a general rule the Bank closes the Client’s account(s) on an annual basis to compute interest. This said, the Bank reserves the right to close accounts at any time. Credit interest of less than EUR 5 on the date of closure within the meaning of this section is not attributed. 34 35 Closure of accounts The Bank is entitled to close inactive accounts (i.e. accounts with a zero balance or a limited positive balance which, due to debiting charges will result in a negative balance within the foreseeable future and on which no transactions have been executed in the last 6 months) provided that the Bank has not received any reaction from the Client within a period of 3 months following a written request to the Client to reactivate the account. Such a written request shall also mean a notice of at least 2 months for the account concerned. Between five and six years after the last intervention of the Client, the Bank shall transfer the balance to the Deposito- en Consignatie Kas (Deposit and Consignment Fund), who shall keep the funds available to the entitled party for 30 years. After 30 years the funds shall go to the Belgian State. Sight deposit accounts A. If the account bears credit interest, the amounts in euros or another currency of the EEA, paid or transferred to sight deposit accounts, shall in principle bear interest as of the Bank working day on which the Bank receives the funds. Sight deposit accounts in a foreign currency, other than the currencies of the EEA, shall not bear interest. B. Except in the event of an express provision to the contrary all accounts, except for savings accounts, shall bear debit interest. C. The debit and credit interest, the conditions and the value date are stated in the Payment Services Information Sheet. General Banking Terms Consumers 11/29 D. The Client may close any sight deposit account at any time by registered letter, subject to a notice period of one month. The Bank may, by registered letter, close any sight deposit account 1) in euros or another currency of the EEA subject to a notice period of two months and 2) in all other currencies subject to a notice period of one month. 36 37 Fixed-term accounts and savings accounts Fixed term accounts can be opened at any time and are for such duration as is determined by contract on opening of the account. A. Amounts credited to the account bear interest with effect from the second Bank working day after the deposit or transfer of the relevant sums to this account. B. Interest deriving from fixed term accounts is notified to the Client and credited to a sight deposit account on maturity or where the contractual term of the account is longer than one year, annually. 38 39 39 bis Fixed term deposits are accepted above and beyond minimum amounts determined by the Bank, the said minimum being subject to modification. Where the balance on account falls below the minimum requirement as established by the Bank, the latter reserves the right to convert the account into a sight deposit account. In the absence of explicit written instructions to the contrary in possession of the Bank no later than two Bank working days before the mature date, fixed term deposits will be automatically extended for a further period equal in length to that of the original period and are subject to the conditions which obtain on the date of continuance. A savings account is an account in euros from which withdrawals may be made directly or through the sight deposit account for the repayment in cash or for the transfer (except for standing orders) to another account in the name of the Client or to the savings of the spouse or family member up to the second degree of relationship at the Bank for the payment of loans or credit that the Bank has granted to the Client or for the payment of insurance premiums and the costs of the savings account, the purchase or subscription to securities and the custody charges for them. The Client may close any savings account at any time by registered letter subject to a notice period of one month. The Bank may close any savings account by registered letter subject to a notice period of two months. 40 41 42 43 44 Prenotification accounts The Bank maintains fixed term accounts with a contractually pre-established notice period. Other than the particular stipulations enumerated in the following, prenotification accounts are governed by the same provisions applying to term deposits generally. Payments into prenotification accounts may be carried out at any time. Withdrawals must be notified to the Bank in writing with a prenotification period equal to the lifetime of the prenotification period. Prenotification is operative from the time the Bank receives the notification of withdrawal. The amounts to which prenotification of withdrawal applyies are transferred on the due date to a sight deposit account. Accounts in foreign currency The Bank operates foreign currency accounts in accordance with terms and conditions established on a case-by-case basis. All transactions and assets in a foreign currency account are statutorily subject to Belgian Exchange Control provisions and to all other legal and regulatory provisions, including those of a fiscal, legal or regulatory nature required in Belgium and in the foreign jurisdiction. General Banking Terms Consumers 12/29 45 A. Foreign currency deposits made by the Client at the Bank constitute part of the Bank’s assets at the level of its correspondent banks in the jurisdiction of the foreign currency in question. Consequently, all provisions of a fiscal or other nature attaching to that currency in its jurisdiction of origin, as well as all measures taken by the authorities in that country automatically apply right to the abovementioned assets. The Bank declines any and all liability for the ensuing consequences (including limitations on the availability of the assets). B. Due to delays that may occur in the transmission of reports sent by the Bank’s correspondents, the Bank reserves the right to apply retroactive adjustment to the Client in the light of events referred to in point A., including adjustment for interest rates. 46 Subject to limitations imposed by the Belgian or foreign monetary authorities, the Bank is free to reimburse assets in a foreign currency either by cheque, payable in the foreign jurisdiction in question, or by transfer to any other account designated by the Client and maintained in the same currency. Reimbursement in foreign cash is not possible. III. Credits 47 The Bank provides credit facilities to its clientele in a variety of forms, e.g., overdraft, promissory credits, discount of commercial paper (client & supplier), acceptance credit, investment credit, guarantees, documentary credit, loans and so on. Specific terms and conditions attach to each form of credit agreed by the Bank, in addition and without prejudice to the particular provisions as set out elsewhere in the present banking Terms. IV. Collection 48 General provisions A. Foreign collection services (cheques, bills of exchange, promissory notes, receipts) provided by the Bank are in accordance with the provisions set out in the Uniform Customs and Practice with respect to collection as published by the Paris-based International Chamber of Commerce, to the extent that the said provisions do not conflict with the banking Terms or other terms in force at the Bank. The Client attests to his familiarity with the aforementioned Uniform Rules, a copy of which may be consulted on request at each branch of the Bank. B. Collection charge fees and the effective date from which sums recovered bear interest are determined on the basis of a tariff scale which may be consulted on request. Where a paper is redeemed prior to being presented, the commission due on encashment remains the property of the Bank. 49 50 At the Client’s risk and without assuming any liability, the Bank reserves the right to regularise papers presented for collection. The Bank declines all liability with respect to verifying the authenticity or validity of signatures and references appearing on documents presented for collection. Neither the Bank nor its correspondents are bound to observe the legal formalities and due dates to preserve the rights which are attached to paper presented for collection: accordingly, the Bank declines any responsibility for any non-compliance with legally prescribed dates for presentation for acceptance and/or payment, for notification of protest, for notification of non-acceptance or non-payment, or for completion of equivalent formalities abroad. This waiver relates particularly but not exclusively to the following: cheques; cheques and drafts payable in locations where there is neither a post office nor a process-server; drafts payable in locations where they are lodged with a banking establishment and where the time allowed for presentation is less than six business days or which have less than six business days to run at the time of presentation; drafts payable in other locations in the country where the time allowed for presentation is less than 8 business days or which have less than 8 business days to run at the time of presentation; foreign drafts presented late; drafts for which the due date has been carried forward; and drafts containing information which is erroneous, imprecise, incomplete or modified. General Banking Terms Consumers 13/29 51 52 The Bank shall forward drafts and documents to its correspondent with a view to their being collected on behalf of the Client and at the Client’s risk. The Bank declines any responsibility for the erroneous interpretation of the instructions on the part of the correspondent and, where appropriate, for any cessation of payment that may ensue as a result thereof. Discounting A. In principle, the Bank is required to pay the net proceeds of collection only on completion. This said, the Bank may provisionally credit the Client’s account upon receipt of notice of collection from its correspondent. Should the transaction fail to complete, however, the Bank is empowered, without further notice, to debit the Client’s account with the unpaid amount due. This procedure in no way impedes the Bank’s legal entitlement to retain unpaid drafts as surety and to use to its advantages all rights attaching to this. B. The Bank reserves the right to accept in payment of the drafts remitted to it for collection, cheques or other means of payment signed by the drawee of said drafts. In such instances, the Bank may remit said instruments to the drawee without assuming any responsibility should some or all the cheques received or other means of payment be dishonoured. C. Negotiable instruments denominated in foreign currency for credit in euros shall be converted at the optimal prevalent rates of exchange. 53 54 55 55 Documentary Collection The Bank assumes responsibility for the collection of all documents (including bills of lading, insurance policies, invoices) whether or not accompanied by negotiable instruments to be submitted for payment, acceptance, trust receipt or other commitments. bis 56 57 58 Collection of negotiable instruments payable abroad takes place at the Client’s risk. The Bank declines all responsibility in this respect for restrictions or regulations which might be introduced by the Belgian Government or its foreign counterparts. In certain jurisdictions, legal requirements accord drawees and beneficiaries of cheques and drafts the right over a period of several years to demand reimbursement in situations where, subsequent to payment, the authenticity of one or other of the signatures is contested or where part of the cheque or draft has been forged. The drawer is required in writing by the Bank to reimburse all cheques and drafts without further delay which are returned to the Bank for such reasons; at the same time, the Bank reserves the right in such instances to debit the assignor’s account automatically and without notice. The Bank is not liable for the form, regularity or reality of the documents or the authenticity of the signatures stated on the documents accepted by it for payment, the quantity, weight, capacity, state, packaging or value of the goods represented by the documents, the conditions of the insurance policy or the solvency of the insurers. The Bank is also not liable for the actions of third parties who intervene in the payment operations such as the postal services or other transport companies, unless the choice of this third party constitutes serious misconduct or fraud on the part of the Bank. The Client guarantees to the Bank the authenticity and regularity of the signatures stated on the financial documents and releases the Bank from any liability in the event of redress by third parties on the grounds of generally accepted practices or on the grounds of legal provisions, and this for a period of indefinite duration. The Bank is entitled to debit the account of the Client for the amount of the financial documents returned. In the absence of specific provision to the contrary, the Bank shall not be identified as the consignee. The Bank assumes no responsibility in the event of absent or imprecise instructions as regards delivery of documents, insurance, shipping, warehousing, and so on. To the extent that no provision to the contrary is made by virtue of the present banking Terms, documentary collection is subject overall to the Uniform Rules pertaining to collection as set out by the Paris-based International Chamber of Commerce, the text of which can be consulted on request or consulted at each branch of the Bank. General Banking Terms Consumers 14/29 V. P rovisions with respect to securities 59 Operations relating to stock exchange orders With regard to the Securities Services, the “ABN AMRO Securities Services Terms” apply: they are supplemented by the banking Terms insofar these do not depart from the Securities Services Terms. VI. P rovisions with respect to diamond trading 60 The Bank stands firmly behind all United Nations Resolutions, other international regulations and recommendations as well as measures of governments and the industry to prevent and stop illegal trading, illegal financing and any other form of illegal assistance (both direct and indirect) in diamonds. Banking services will be limited to diamond transactions approved and monitored by the competent authorities according to the applicable (as amended from time to time) international, supranational, national and professional regulations, restrictions and recommendations. The Client declares that he will adhere to the above policy of the Bank and consequently states that it will not enter into transactions involving diamonds that it knows or should know are of illicit origin. All banking services, including debit and credit movements passing through the account(s) with the Bank, shall be related to transactions complying with the specific regulations governing diamonds trading. The Bank reserves its rights to take all necessary measures including, without limitation and at the Bank’s discretion, the termination, with immediate effect, of its relation in case a transaction is presumed to be of illegal origin. In no event the Bank can be held liable for costs, damages or losses in relation with refusing, reviewing, revoking or cancelling any transaction non-complying with specific regulation governing diamonds trading. VII. Investment services conditions 1 Definitions: ABN AMRO: ABN AMRO Bank nv, with its registered office in Amsterdam, Gustav Mahlerlaan 10, 1082 PP Amsterdam, acting through its Belgian branch with head office at Roderveldlaan 5 b4, 2600 Berchem, registered in Antwerp with the Register for Legal Entities under no. BE 0819.210.332; and its potential successors in title or assignees; Advice: the provision of personal recommendations to the Client, either upon the Client’s request or at the initiative of ABN AMRO, in respect to one or more transactions related to Securities; Investment Channel: the total of (i) the balance in the Cash Account, plus (ii) the possible agreed credit limit in the Cash Account minus (iii) the cover for margin requirements and reservations in the Cash Account (for instance for current securities orders or payment orders already entered); Spending Limit: the channel through which the Client communicates with ABN AMRO, especially for placing orders, whereby a distinction is made between placing orders via an advisor (advisory channel) or independently without an advisor (execution only); Stock Exchange: any trade platform on which trading can be effected via ABN AMRO; FSMA: the Financial Services and Markets Authority with offices at Congresstraat 12-14, 1000 Brussels; Securities: all financial instruments in which the Client can invest via ABN AMRO; Securities Services: all services offered and provided by ABN AMRO for the execution, by itself or third parties, of securities transactions on the instruction and for the account of the Client (a.o., without being limited to, subscription to Securities, collection of coupons and reimbursable Securities, conversion of convertible bonds, regularisation of Securities, etc.); Securities Portfolio: the total of the Securities held in custody for the Client via ABN AMRO; Securities Account: the account on which the Securities, that the Client acquires as a result of performing securities transactions or as a result of events in respect of these Securities, are administered Money Account: the cash account maintained by the Client at ABN AMRO to which the Securities transactions are debited or credited; General Banking Terms Consumers 15/29 Information Sheet: a document containing important information for Clients, namely the description of risks associated with various types of Securities; Agreement: the agreement concluded with the Client to which the Conditions are applicable; Conditions: these ABN AMRO Investment Services Conditions, as well as the Information Sheet and the ABN AMRO Policy with regard to order execution; Working Day: each day that the offices of ABN AMRO are open to the public. 2 Scope 2.1 The Investment Services Conditions apply to all relationships arising from the Investment Services between the Client and the branches of ABN AMRO in Belgium, unless certain parts of the conditions are set aside by other applicable conditions. 2.2 In addition to the Investment Services Conditions, the relations between the Client and the branches of ABN AMRO in Belgium are also subject to the General banking Terms of ABN AMRO in so far the Investment Services Conditions do not deviate from the General banking Terms. 3 Other applicable conditions 3.1 Investments in options are subject to the conclusion of a specific agreement in respect of such investments, covering a.o. margin obligations. 3.2 In cases other than those referred to in the previous subsection of this article, ABN AMRO could also determine that in addition to, and in deviation from, these Investment Services Conditions, other conditions or provisions apply to the legal relationship between ABN AMRO and the Client, depending on the type of Investment Service, the chosen Investment Channel or the type of Security. 3.3 Buying and selling orders for Securities are subject not only to the conditions set by ABN AMRO but also to the applicable Stock Exchange regulations, conditions and rules. 4 Client categorisation 4.1 A Client is classified by ABN AMRO as a non-professional, professional or as an eligible counterparty. The classification of the Client is decisive for the level of client protection the Client is entitled to. 4.2 At the start of the Investment Services, ABN AMRO will attribute a classification to the Client and will inform the Client of this. A Client may request a different categorisation than originally attributed. ABN AMRO is not obliged to honour such a request. ABN AMRO can subject the granting of the request to conditions. Such a change of categorisation may entail that the Client loses the benefit of certain protection measures that otherwise would have applied to him. 4.3 The Client undertakes to immediately report in writing all information that leads to a change in his categorisation to ABN AMRO. 5 Investment Profile 5.1 Depending on the type of Investment Services and the chosen Investment Channel, ABN AMRO obtains information from the Client regarding his financial position, knowledge, experience, investment objective and preferences regarding risk taking for the benefit of establishing and recording the investment profile of the Client. The Client undertakes to provide this information completely and with sufficient detail to ABN AMRO upon entering into the Agreement. 5.2 In the case of any changes to the information referred to in the first subsection, the Client undertakes to report this to ABN AMRO as soon as possible in writing or electronically. The Client is deemed to be aware of the fact that the incorrect or incomplete provision of this information to ABN AMRO could lead to ABN AMRO not being able to provide optimal Investment Services to the Client. Moreover, in the event of incorrect or incomplete information occurring, the Bank shall be entitled to deny the Client access to all or certain services of its Securities Services. 5.3 ABN AMRO may of course rely on the information provided verbally or in writing by the Client relating to the investor profile. It shall not be bound to check the accuracy of the information provided or to assess this against current developments during the Securities Services. 6 Execution Only 6.1 If or in so far as the Client makes use of direct channels for placing orders for Securities, the service provided in all cases consists of an Execution Only service. Orders that are given via these direct channels are deemed to have been executed on the initiative of the Client and not further to the Advice of ABN AMRO. General Banking Terms Consumers 16/29 6.2 In order to allow ABN AMRO to assess whether the service and a certain securities order that is given via a direct channel is appropriate for the Client, the Client is obliged, prior to entering the Execution Only service, to provide ABN AMRO with information regarding his knowledge and experience with regard to this service and the specific Securities which are invested in via the Execution Only service. It is expressly indicated to the Client that if ABN AMRO does not (completely) receive this information from the Client, ABN AMRO is not capable of assessing whether this service or the specific Securities are appropriate for the Client. ABN AMRO will not review the appropriateness based on the knowledge and experience of the orders given via the direct channels if these relate to (a) shares admitted to trading on a regulated market or in an equivalent market in a state that is not a member of the European Economic Area, (b) money market instruments (these are short-term debt instruments such as deposits), (c) bonds or other forms of securities debt, insofar as this does not concern convertible bonds or convertible debt instruments, and (d) rights of participation in an institution for collective investments in securities (so-called ICB’s) , and other open-ended investment institutions or other Securities as are published on the website of ABN AMRO. ICB’s), and other openend investment institutions or other Securities. The Client is aware of the fact that ABN AMRO will not in any way issue any warning for the risks of these investments for its specific Securities Portfolio. 6.3 Contrary to the contents of the second subsection of this article, ABN AMRO, in executing the order via the Execution Only service, and with the exception of reviewing whether there is an sufficient Investment Margin, is not obliged to review the order in any other way, including the financial position or the investment objective of the Client. 7 8 9 Advisory relationship Only if a further written agreement has been concluded with the Client, will ABN AMRO provide Advice to the Client. Portfolio Management Only if a further written agreement has been concluded with the Client, will ABN AMRO provide portfolio management to the Securities Account of the Client. Investment Information 9.1 Advice, general opinions and other investment information shall never form a guarantee for a specific investment result. Moreover, these factors are determined by the circumstances of the moment at which they are given, and therefore only have a temporary validity. 9.2 If, in drawing up the Advice, general opinions and other investment information, ABN AMRO makes use of information from third parties, then ABN AMRO is not liable for the incorrectness or incompleteness of such information. 9.3 The Client always decides for himself whether he makes use of the Advice, general opinions and other investment information provided by ABN AMRO. 10 Risks and general liability 10.1 The Information Sheet provides, among other things, explanations of the characteristics of the various types of Securities and Investment Services and the risks involved in this. For descriptions of characteristics and risks of the specific Securities, reference is also made to the specific product descriptions and the information that is compulsory by law, including the specific (simplified) prospectus and the financial information leaflet. The Client undertakes to examine the above-mentioned information prior to the purchasing of Securities. The Bank is not liable for the content of prospectuses and the financial information leaflets drawn up by third parties. 10.2 The execution of orders for Securities placed by the Client and subsequent settlement by ABN AMRO is always effected for the account and risk of the Client, even if ABN AMRO contracts in its own name. 10.3 If the Agreement is concluded on behalf of the Client by various legal entities or persons, then each of these entities or persons is jointly and severally liable in respect of ABN AMRO for the fulfilment of the obligations arising from the Investment Services. 10.4 ABN AMRO will be liable in respect of the Client for the non-execution or incorrect execution of an order that is correctly received by ABN AMRO, if the incorrect execution of the order can be attributed to a shortcoming of ABN AMRO. 10.5 ABN AMRO is not liable for damage on the part of a Client further to measures imposed by external parties, such as, among other things, a change in the laws or regulations, a direction of a regulatory authority or a regulation of a Stock Exchange. General Banking Terms Consumers 17/29 11 Termination of service with respect to certain Securities and specific types of Investment Services 11.1 ABN AMRO can decide at any time to terminate its service as an intermediary in relation to Securities trading on a certain Stock Exchange, or the trade in certain (types of) Securities. ABN AMRO may furthermore decide at any time to terminate certain types of Investment Services. 11.2 ABN AMRO informs the Client of such a decision in advance without being obliged to give the reason for it. If it has decided to terminate the trade in Securities on a certain Stock Exchange or the trade in certain (types of) Securities, ABN AMRO will give the Client a certain period of time within which the specific Securities can be transferred to another institution or can be sold. This period of time starts on the first Working Day following the date of the letter through which the notification is effected, and shall be no less than ten Working Days. After the indicated time period, ABN AMRO is entitled to sell the (remaining) Securities in respect of which ABN AMRO terminates its service provision for the account of the Client and to credit the proceeds thereof to the Cash Account of the Client without being obliged to provide any further notification or consultation. 12 Placement of orders 12.1 If the Agreement is entered into by various legal entities or persons, then each of them is entitled to place orders with ABN AMRO in the context of the Investment Services. 12.2 Before the Client places an order, he is obliged to obtain information regarding the Security in which he wishes to trade, in particular regarding the relevant company, the Stock Exchange where the trade takes place and trading in the Security itself. 12.3 ABN AMRO can impose conditions on specific orders, such as the Client giving a price limit and/or a time limit. 12.4 Without prejudice to Title I article 9.C. and 13.C. of the General banking Terms, ABN AMRO may accept orders placed by telephone on the understanding that they will be conditional upon same-day written conformation; the Client bears the risks relating to orders placed by telephone. ABN AMRO is authorised to record telephone conversations with the Client, especially those concerning the placement of orders, on sound recording media. However, ABN AMRO is not in principle obliged to do so. Neither is it obliged to inform the Client separately of when it records a telephone conversation on a sound recording medium. 12.5 If the Client wishes an order to be presented to a Stock Exchange for execution on a specific date, then he must explicitly agree upon this with ABN AMRO. 12.6 The Client will ensure that from the moment he places a purchase order, there is sufficient Spending Limit for the integral execution of his order. 12.7 Where an order that has not yet been executed is modified or confirmed, without it being explicitly and unambiguously stated that it is a modification or a confirmation, then such an instruction will be considered as a new order which has to be added to the first one. 12.8 A Client who places an order simultaneously authorises ABN AMRO to divulge its identity and other information related to it both to the competent market authority and to other supervising authorities. 12.9 The Bank holds the Securities and acts for the execution of orders as a nominee, except explicit request from the Client to be registered directly in the register of participants of the collective investment fund. The Client is entitled to ask the Bank at all times not to act as a nominee, but to have the Securities registered in his name. The Client is also at all times entitled to request the Bank to act as a nominee. The Bank is entitled to charge costs for the conversion from nominee to direct registration and the other way round. 13 The approval of orders by ABN AMRO 13.1 ABN AMRO approves an order if the Spending Limit of the Client is sufficient for the integral execution of the order. The Client accepts that, in order to cover the execution of an order, ABN AMRO debits its account or transfers Securities from its Securities Portfolio up to the cover imposed by legal, regulatory and contractual provisions. ABN AMRO reserves the right to require additional security or additional payment. 13.2 If the Spending Limit does not allow the integral execution of the order, then ABN AMRO may decide not to pass the order on to the Stock Exchange for partial execution. General Banking Terms Consumers 18/29 13.3 From the point when it approves an order until the resulting transaction has been effectuated, ABN AMRO may freeze the Client’s Cash Account for the total expected payable amount (in case of a buy order) or for the Securities involved (in case of a sell order) until the transaction has been settled. In the case of a buy order when the Client has as securities-debt credit, ABN AMRO will take also into account the Securities Collateral resulting from the order as well as the credit limits the order entails. 13.4 ABN AMRO reserves the right to delay execution of sale orders until such time as the Securities have been lodged with ABN AMRO. Payable coupons must no longer be attached to the Securities; coupons which are not yet payable must be attached to them. ABN AMRO reserves the right to repurchase at the expense and risk of the Client Securities that are the object of a sale order given and that were not delivered on time or were otherwise improperly delivered. ABN AMRO further reserves the right only to execute such orders if it is materially possible to transmit them on time to the correspondent. 13.5 In the absence of instructions to the contrary received in time and providing that the Spending Limit is sufficient, ABN AMRO is entitled to debit the Cash Account for amounts due in respect of Securities to which the Client has subscribed. 14 Order execution 14.1 Where ABN AMRO executes orders on behalf of Clients or passing on orders to third parties, ABN AMRO will act in accordance with its order execution policy that applies to this Agreement. 14.2 Securities orders passed on by ABN AMRO to a Stock Exchange for execution, which have not been placed by the Client as a day order, remain valid until the last stock exchange day of the month following the month in which the order was placed. 14.3 The Client agrees that ABN AMRO may combine orders with those of other clients, in which case orders will not be offered directly to the Stock Exchange for execution. ABN AMRO will only use this authority if it is improbable that the combining of orders will be to the detriment of the Client. However, it cannot be excluded that the combining of orders may be to the disadvantage of the Client in specific cases. If ABN AMRO is not able to fully execute the combined orders, then the specific Securities will be allocated prorata to the size of the original orders. All allocations of orders by ABN AMRO will be carried out at the average price of the executed part of the combined orders. 15 Confirmation and execution of orders – difference between the order and its execution 15.1 Unless an order is executed on the same day as it is offered to the Stock Exchange, the Clients will receive order confirmations for each approved order. 15.2 After the execution of an order has become final according to the Stock Exchange (rule), in most cases no later than the first Working Day after execution or if ABN AMRO receives a confirmation from a third party, no later than the first Working Day after receipt of said confirmation from the third party, ABN AMRO sends the Clients a securities contract note, either in writing or electronically, containing information regarding the execution and the amounts due and payable as a consequence. If an order is executed through several transactions on the same day, the confirmation of the execution of the order will mention the time of execution of the last transaction. 15.3 Any information regarding the execution of an order and the amounts due and payable as a consequence shall always be conditional, where ABN AMRO provides these in any manner other than through a securities contract note provided during the period commencing immediately from the moment the order is given by the Client until two hours after the moment at which the execution according to the specific stock exchange (rule) has become final and conclusive. 15.4 If the Client has not disputed the contents of the periodical overviews, account statements, order confirmations, securities contract notes or other statements provided by ABN AMRO, either on paper or via electronic channels within one week after the statements are reasonably deemed to have reached him, the contents of the statements are deemed to have been approved by the Client. 16 Settlement of transactions 16.1 In the context of an executed order, ABN AMRO will only credit or debit the Securities Account of the Client with the purchased or sold Securities with the simultaneous debiting or crediting of the Cash Account of the Client by the amount due or the amount receivable. 16.2 The transfer of Securities depends on the settlement period applicable at the specific Stock Exchange and can take some time. This applies both to buy and sell transactions. 16.3 If the Client asks for material delivery of Securities, it undertakes to collect the Securities within 3 months of written notification that they are available. Thereafter, ABN AMRO will transfer the Securities on behalf and at the cost of the Client in the Securities Portfolio; if the Client has no Securities Portfolio, ABN AMRO will open a Securities Portfolio in the name of the Client at its discretion. General Banking Terms Consumers 19/29 This paragraph also applies to Securities that were handed in by the Client due for sale where the sale cannot take place; the above-mentioned term of 3 months commences as of the date of notification that the sale could not be carried out. 17 18 19 Subscription to Securities The contents of the Investment Services Conditions regarding the purchase of Securities or, respectively, the (settlement of the) orders in that context, shall apply accordingly and where possible, to the issuance of Securities. Restitution The Client can consult a bulletin at ABN AMRO which lists blocked Securities, i.e. where payment has been stopped. The Client assumes all responsibility that may arise from the depositing or negotiation of protested Securities or valuables or certificates that are no longer valid. The Client must indemnify ABN AMRO, at the latter’s first request, for all damages incurred by ABN AMRO as a result of any transaction in relation to such Securities or valuables. ABN AMRO is entitled to debit the accounts of the Client for the full amount of the equivalent value plus any additional damage without any notice being required. Extrajudicial stopping of payments in respect of instruments is not permitted. Custody of Securities 19.1 On depositing securities, the Client receives a receipt with the identification of the securities given in custody. 19.2 Except in the event of an instruction to the contrary, the Securities deposited in a management account are subject to the system of replaceability in accordance with Royal Decree No. 62 of 10 November 1967. The Bank is consequently not accountable for the serial numbers and must only deliver Securities of the same type and value. In the case of a draw, ABN AMRO will carry out the distribution among the depositors of the financial instrument involved with due diligence. 19.3 The Client is under an obligation to communicate instructions to ABN AMRO in sufficient time to permit the latter to perform the required services in respect of Securities deposited. Where no such specific instructions are communicated, ABN AMRO will take all reasonable and all usual steps to perform in the Client’s best interests, notably with respect to clipping coupons, the collection of interest and dividends, redemption, capital or capital appreciation of the deposited Securities; in such a case, ABN AMRO cannot be held liable for late or non-execution of the rights attached to the concerned Securities. ABN AMRO credits the account designated by the Client with the amounts to be collected, after deduction of charges and costs, and where applicable, after deduction of withholding tax. The Client may give other instructions to the Bank which will only accept these instructions insofar as they fully correspond to the relevant circulars of the FSMA Crediting is subject to the physical collection on the account; in the event that collection cannot be carried out, ABN AMRO shall be entitled to operate a routine debit on the Client’s account to the amount by which it was previously credited, together with such costs and exchange rate adjustments as apply, without notice being served to that effect. ABN AMRO is not liable for the consequences of settling the collection of coupons and reimburseable Securities effected abroad as a result of present or future limitations, if any, in respect of exchange control and export of capital. 19.4 A safe custody fee is due for the custody of the Securities entrusted to ABN AMRO; the tariffs of such fee are available for consultation at each branch of ABN AMRO and can be obtained on request. The safe custody fee together with the costs and taxes and charges as apply is calculated on a semester basis and is payable at the end of each semester. These charges are not refundable either in part or in whole, irrespective of whether or not some of the Securities deposited for safekeeping are withdrawn in the course of the year. 19.5 ABN AMRO is routinely empowered to debit the Client’s account in respect of the safe custody fees due. If a Securities Portfolio is registered in the name of several persons, each of these persons is individually responsible to ABN AMRO for payment of the entire safe custody fee outstanding. 19.6 In the absence of instructions to the contrary, all instructions relating to a Securities deposit held in the name of several persons must be communicated to ABN AMRO by all the persons concerned, acting in concert. 19.7 Where usufructuary rights are attached to a Security on deposit, the deposit in question is registered to both the outright owner and the usufructuary, i.e., beneficiary. ABN AMRO reserves the right to secure prior agreement between or joint instruction from the outright owner and usufructuary before executing any transaction relating to a Security on deposit which is jointly held by an outright owner and an usufructuary. Without prejudice to this article 19.7, the beneficiary’s account is credited with periodic income from the Securities on deposit (principally dividends and interest) and debited for charges arising (principally custodial fees, handling and management fees, and correspondence fees). The beneficiary has free use of the funds credited to its account. Also without prejudice to the foregoing and the rights of the usufructuary, the account of the bare owner shall be credited with the capital or the capital growth of the securities on deposit (e.g. the amount of securities that have become payable, lots, premiums, payment of reserves or capital) and debited with the amount of the purchase price of new securities, the brokerage and/or the usual costs of stock exchange operations. General Banking Terms Consumers 20/29 19.8 If ABN AMRO loses the deposited Securities, other than as a result of force majeure, it shall only be responsible for their replacement with equivalent Securities or for the reimbursement of their value, with all other compensation ruled out. 20 Engaging third parties and custody of Securities by third parties 20.1 ABN AMRO may engage third parties for, among other things, providing Securities in the custody of third parties and acquiring rights in respect of the Securities through the intervention of third parties. ABN AMRO will, in principle, ensure the choice of the third parties and it will only be liable for shortcomings of third parties if it has failed to observe the necessary care and alertness in selecting these said third parties. 20.2 If the Securities of the Clients are kept in custody at a third party via its Securities depositories, ABN AMRO shall not be liable for the acts or omissions of this third party or for any other loss or damage to the Securities of the Client, unless the said loss or damage is attributable to ABN AMRO in the selection of this third party. The Client is aware of the possibility that, in case of the non-fulfilment by or the bankruptcy of a third party, he may not be able to regain (all) his Securities. 20.3 If ABN AMRO has given Securities in safe custody to a third party, then this third party may keep the Securities of the Client in an omnibus account, containing the Securities of several ABN AMRO Clients. In this context, an omnibus account is taken to mean a combined account kept at a third party in the name of one of the Custodian companies of ABN AMRO. The Client is aware of the possibility that in case of non-fulfilment or bankruptcy of a third party, or if shortages arise in such an omnibus account, he may not be able to regain (all) his Securities. 20.4 It may occur that under the national laws applicable to a third party where Securities of the Clients are held, it is not possible to distinguish Securities of the Client from Securities that this third party holds for itself or for ABN AMRO. The Client is aware that in case of the non-fulfilment or bankruptcy of the said third party, or if there are shortages in fulfiling all claims, he may not be able to regain (all) his Securities. 20.5 The Client is aware of the fact that, if Securities or funds are kept in custody by a third party outside the European Economic Area, in the case of the non-fulfilment or bankruptcy of said third party, his rights attached to these Securities or funds may differ from the custody of Securities in a state within the European Economic Area. 21 Activities that are part of administration 21.1 The activities in relation to the administration carried out by ABN AMRO, insofar as ABN AMRO is responsible for this administration, include among other things, insofar as necessary and within the power of ABN AMRO, the collection or receiving of interest, repayments and dividends, the exercising or conversion into cash of claim rights, the acquisition of new coupon or dividend sheets, the conducting of conversion acts, the deposit of Securities for meetings, and the remitting of amounts received by ABN AMRO (reduced by possible costs and after deduction of any tax due) to the Client. 21.2 If third parties within the meaning of article 20 are responsible for the activities referred to in the first subsection, this does not alter the obligation of ABN AMRO to remit to the Client the amounts it receives from third parties in respect of interest, repayment, dividend or by any other virtue for the benefit of the Client. 21.3 ABN AMRO no longer assumes responsibility for the management of Securities that have been called out but not collected. 22 Instructions in relation to the administration 22.1 Insofar as the instructions of the Client are necessary in the context of the administration of the Securities Portfolio, the Client always gives these instructions to ABN AMRO, regardless of who is responsible for the administration. 22.2 Subject to the content of the third subsection, ABN AMRO will keep the Client informed about relevant events that affect the Securities in his Securities Portfolio, with the exception of meetings of shareholders. The aforementioned only applies insofar as the events are mentioned in advertisements published by the issuer of Securities aimed at the holders of the specific Securities and these advertisements have been published in the journal prescribed by the Stock Exchange where the Securities are traded, or, failing that, in the journal that is normally used for this purpose. 22.3 In respect of Securities that are kept in custody by the third parties referred to in article 22, the content of the second subsection shall only apply insofar as ABN AMRO has been informed of this matter by the said third party. General Banking Terms Consumers 21/29 23 Costs and associated charges 23.1 The costs and/or associated charges which ABN AMRO charges the Client in the context of the Investment Services can be found in the brochures about costs and charges published by ABN AMRO. Furthermore, the current costs and associated charges can always be requested at ABN AMRO. 23.2 ABN AMRO reserves the right to change the costs and associated charges referred to in the first subsection of this article at any time. Each time when the costs and charges are changed, ABN AMRO will send a notification directly to the Client which will indicate that the costs and charges will be changed. 23.3 ABN AMRO is authorised to debit from the Cash Account of the Client all amounts which it has to claim from the Client in the context of costs, taxes and/or commissions within the meaning of this article. 24 25 26 27 Additional reporting obligations At least once a year, ABN AMRO provides the Client with an overview of the Securities Portfolio, either in writing or electronic. Restitution Withdrawal of securities deposited is subject to three days’ notice. ABN AMRO must be notified of withdrawals of securities 3 Working Days beforehand. ABN AMRO must return the requested Securities within a reasonable period of time, without prejudice however to Title I article 16. No return shall be due in the event of a force majeure. List verification On the request of the Client and against payment, ABN AMRO shall verify the drawings relating to Securities that is does not have custody of. This shall be completed on the basis of a list of the aforementioned Securities that the Client has been supplied with under his own responsibility. In the event of the Client requiring ABN AMRO to proceed with the list verification, ABN AMRO reserves the right to suspend an instruction to sell the securities concerned until the following business day. Conflicts of interest 27.1 ABN AMRO has taken measures to warrant an independent performance from the business unit that provides the Investment Services. Based on these measures, any non-public, price-sensitive information that may be known within ABN AMRO by any other virtue, will not be used in the Investment Services provided to the Client. If a conflict of interest turns out to be inevitable, ABN AMRO will immediately inform the Client thereof in writing or via electronic channels, stating the details that should allow the Client to make an informed decision regarding the Investment Services in respect of which the conflict of interest occurs. 27.2 In the context of the Investment Services provided by ABN AMRO, it may occur that ABN AMRO pays or receives fees or commissions to or from third parties, or obtains non-monetary benefits. The Client will not be able to claim any of the compensation that ABN AMRO receives from third parties, unless legally otherwise prescribed A summary of the essential terms of such arrangements will be provided by ABN AMRO where applicable. Furthermore, upon written request, ABN AMRO will provide the Client with further details. 28 Consent of the Client for electronic provision of information 28.1 The Client agrees that ABN AMRO will send the Client personal information, including periodical overviews, account statements, order confirmations, securities contract notes, or other personal statements, instead of by mail (in paper form) on another durable medium, such as electronic channels, Internet banking or e-mail. The Client undertakes to consult the statements received electronically at least once a week and to view them and possibly store them. 28.2 The Client agrees that ABN AMRO can provide non-personal information to the Client in respect of its Investment Services via the website www.abnamro.be. ABN AMRO ensures that the information is current and, as long as it is of importance to its clients, available via its website. 28.3 ABN AMRO will only use the authority referred to in the previous subclauses if this fits within the context in which ABN AMRO conducts business with the Client. In deviation to the previous subsections of this article, ABN AMRO will provide the aforementioned information in writing at the request of the Client, if the Client does not have regular access to the Internet or to other electronic channels. General Banking Terms Consumers 22/29 29 30 Breach of mandatory regulations ABN AMRO is authorised to terminate Securities positions on behalf of the Client if the continuation of such position would lead to any breach of mandatory regulations. Transfer of Securities to another institution 30.1 ABN AMRO will not honour a request for the transfer of Securities to another institution until the Client has fulfilled all obligations arising from the Investment Services in respect of ABN AMRO. Nor may the Client have any other obligations in respect of ABN AMRO that stand in the way of this. 30.2 If the Securities to be transferred contain any options or other financial instruments that could lead to obligations, ABN AMRO must have received the written approval with the transfer of the other institution. 30.3 Should the Client have requested that Securities be transferred to another financial institution but the actual transfer has not yet been effectuated, it may in some cases remain possible for the Client to make use of the Investment Services. However, such use will be restricted exclusively to sell and close transactions. 30.4 The transfer of Securities, within the meaning of the first subsection of this article, may not be construed as an indemnification by ABN AMRO in respect of the Client. 31 Termination of the Investment Services and limitation 31.1 This article shall also apply if the entire banking relationship of which this Agreement is part, is terminated pursuant to another provision, such as article 23 of the General Conditions of ABN AMRO. 31.2 From the moment of termination of the Agreement, ABN AMRO will settle approved orders of the Client to the maximum degree. New orders will no longer be approved, unless this concerns sale orders or closing orders. 31.3 If the Agreement has been terminated, the Client will have to transfer his securities to a designated financial institution within four weeks. After this period, ABN AMRO has the right to liquidate the Securities Portfolio of the Client and to credit the proceeds thereof, after settlement, to his Cash Account. 31.4 If it becomes clear that the Client is untraceable, ABN AMRO can terminate the Investment Services with this Client after two years. The Client is untraceable one year from the day it became clear to ABN AMRO that the Client could not be reached at the last-known postal address. The Securities of the Client will be sold and the Client may claim the proceeds thereof at ABN AMRO respectively with the “Deposito & Consignatiekas” to whom the proceeds will be transferred in accordance with the legal obligations. 32 Complaints and limitation of damage 32.1 Without prejudice to the terms mentioned in these Investment Services Conditions, within which complaints must be communicated to ABN AMRO, Title I article 15 of the General banking Terms applies to complaints of the Client in relation to Investment Services. 32.2 If a dispute concerns Securities that are still part of the Securities Portfolio, the Client is obliged as soon as the dispute arises to limit his damage, if any, by selling the specific Securities and/or closing the option positions, or to limit his damage in any other appropriate manner, regardless of the final outcome of the dispute and the possible liability of ABN AMRO. General Banking Terms Consumers 23/29 VIII. Information and terms payment services for individuals With regard to payment services, the provisions of this title apply: they are supplemented by the other provisions of the banking Terms insofar as the latter-mentioned do not depart from the provisions of this title. 1 Definitions Payment Account: a Bank account at the Bank held by the Client as a consumer that is used for Payment Transactions. Payment Transaction: a deposit or withdrawal of cash, transfer, standing payment order, direct debit, payment via a Payment Terminal (PIN, Maestro or Proton) and the loading or repayment of the balance on the Proton card. Payment Instrument: every personalised instrument and/or set of procedures agreed between the Bank and the Client for issuing a payment instruction. Bank Card: every credit card or debit card issued by the Bank. Payment Services Information Sheet: the Payment Services Information Sheet for Individuals in which the Bank, in writing or electronically, publishes further rules and information with respect to, among others, the matters governed by these Payment Services Terms. Internet Site: the internet site of the Bank: www.abnamro.be. Instruction Date: the date on which the processing of an instruction commences, as further described in Title VIII, article 5. Pin Code: a personal identification number to be used by the Client in combination with the Bank Card. SEPA region: Single Euro Payments Area, the area of the European Union, together with the countries Iceland, Norway, Liechtenstein and Switzerland. Working Day: every day on which the Bank of the payer or the Bank of the beneficiary that is involved in the execution of a Payment Transaction is accessible for the activities required for it. Unique Identifier: The BIC plus IBAN code that the Client has to specify to the Bank to unambiguously identify the other payment user or his account. Payment Services Act: the Belgian Act of 30 October 2009 on payment services. 2 3 4 Area of application The Payment Services Terms apply to the Payment Account of the Client, his Bank Card and his Payment Transactions executed in euros or in the currency of an EEA country, as well as to all (existing or future) relations in this respect between the Client and the Bank. Use of the payment account The Client may – within the limits stated in the Payment Services Information Sheet - use his Payment Account for Payment Transactions provided that the balance in the Payment Account is sufficient to carry out the Payment Transaction, or the Client has a credit facility on the Payment Account where there is sufficient margin for the execution of the Payment Transaction. The Payment Account also has the function of an account in which debts that the Client and the Bank have with respect to one another are administered and offset against one another. The Bank may designate categories of accounts (such as savings accounts) as a Payment Account, with further specified limitations on use for the carrying out of Payment Transactions. The Client is only allowed to use the Payment Account in the capacity of a natural person acting outside the exercise of a profession or business. The Client may not invoke these Payment Services Terms for unauthorised use. Authorisation/ electronic signature The Bank Card with Pin Code can be used for authorisation and for providing an electronic signature. The Client shall use the Bank Card and the Pin Code according to the instructions given by the Bank (for example, via the Payment Services Information Sheet). General Banking Terms Consumers 24/29 5 Payment transaction instruction 5.1 Execution period A. Except for domestic transactions entered electronically by a Client, upon receiving a payment instruction to settle a Payment Transaction in a member state of the European Economic Area (EEA), the Bank shall credit the institution with which the account of the beneficiary is held: I. If the Payment Transaction is entered electronically and concerns a Payment Transaction in euros or another currency of the EEA, at the latest at the end of the third Working Day after the time of receipt by the Bank. II. For all other payment instructions, at the latest at the end of the fourth Working Day after the time of receipt by the Bank. III.For payment instructions that lead to payments that require a number of currency exchanges or payments outside the EEA, other execution periods may apply. The Bank shall provide more information on this on request. B. Upon receipt of a payment instruction for a domestic Payment Transaction, the Bank shall credit the institution with which the account of the beneficiary is held: I. For the execution of electronically initiated Payment Transactions between two payment accounts in which the Bank of the payer and of the beneficiary are the same entity, at the latest at the end of the same working day as the time of receipt by the Bank. II. For the execution of electronically initiated Payment Transactions between two payment accounts in which the Bank of the payer and of the beneficiary are not the same entity, at the latest at the end of the next Working Day after the time of receipt by the Bank. III.For Payment Transactions initiated on paper, at the latest at the end of the second Working Day after the time of receipt by the Bank. C. The Bank may set a cut-off time in the Payment Services Information Sheet for the receipt of instructions (which may differ according to the type of Payment Transaction, communication channel or other circumstances). The time of receipt for a payment instruction is: I. The time of receipt of a payment instruction by the Bank, if this is on a Working Day before the agreed cut-off time. If the time of receipt of a payment instruction is not on a Working Day or if this payment instruction is after the agreed cut-off time, at the latest on the next Working Day. II. The day agreed by the Bank and the Client for the execution of a payment instruction. If this day is not a Working Day, the payment instruction shall be deemed to have been received on the next Working Day. D. As of 1 January 2012, Title VIII articles 5.a (i) and (ii) of the banking Terms shall be as follows: I. If the Payment Transaction is entered electronically and concerns a Payment Transaction in euros or another currency of the EEA, at the latest at the end of the next Working Day after the time of receipt by the Bank. II. For all other payment instructions, at the latest at the end of the second Working Day after the time of receipt by the Bank. The Bank may fully invoke any grounds recognised by the law to refuse a payment instruction or to suspend its execution. 5.2 Revocation of a payment instruction Contrary to Title I article 10, the Client may not revoke a payment instruction once the Bank has received it. When the Payment Transaction is initiated by or via the beneficiary and the Client has either issued the payment instruction or consented to the execution of it to the beneficiary, the Client may no longer revoke his consent. For a direct debit, the Client may revoke the payment instruction, however at the latest at the end of the Working Day prior to the agreed day on which the Payment Account is debited. The Client may also revoke a payment instruction that commences on a specific date agreed with the Bank, or at the end of a specific period, or when the Client makes funds available to the Bank, at the latest at the end of the Working Day that precedes the agreed day. After expiry of the periods mentioned above, the payment instruction may only be revoked if the Bank agrees to it. Moreover, to revoke payment instructions that have been initiated by the beneficiary or for direct debits, the consent of the beneficiary is also required. For the exercise of this additional right of revocation, the Bank may charge the Client costs. 5.3 Non-execution A. In the event of the non-execution of a payment instruction (for example on account of refusal or the impracticability of the instruction), the Bank shall inform the Client of this as soon as possible and, if possible, of the reasons for it and the procedure for correcting any factual inaccuracies that led to the refusal, without prejudice to the application of any legislation that prohibits this. If the refused execution is objectively justified, the Bank may also charge the Client the costs of the notification. At the request of the Bank, the Client will supply additional information regarding the instruction. General Banking Terms Consumers 25/29 B. If the beneficiary has not received the instructed payment (on time), the Bank shall only debit the instructed payment from the account of the Client if the Bank demonstrates that the payment has reached the Bank or other payment service provider of the beneficiary. Except for that case, the Bank shall cancel any debits that have already been made with observance of the original value date, and the Bank shall reimburse the costs for which it is responsible to the Client, as well as the interest that the Client is charged on account of the non-execution or incorrect execution of the Payment Transaction. The Bank is also bound to reimburse to the Client the amount of the costs incurred by the Client to determine the damage to be compensated and the lost or charged interest, and the costs attached to an incorrectly executed Payment Transaction. 5.4 Limits The Bank and the Client agree that there are limits on the Payment Transactions to be executed for the Client (for example the size or numbers of them). These limits may differ according to the Payment Transaction. The agreed limits shall be given to the Client in the Payment Services Information Sheet or via other agreed channels. 5.5 Exchange rates and interest A. A currency exchange for outgoing payments shall be done on the Instruction Date and for incoming payments on the date of being credited, on the basis of the exchange rates set for this day by the Bank. The Payment Services Information Sheet states how these exchange rates, as well as the current interest applicable to the Payment Account, can be requested from the Bank. B. The Bank reserves the right to modify the tariffs and interest rates. Changes to the prices for the payment services provided by the Bank must be communicated to the Client on paper or on another durable medium at the latest two months before the intended date of effect of them. The Client shall be deemed to have accepted these changes if he has not informed the Bank before the set date of effect of the changes that he does not accept the changes. The Client is entitled to immediately terminate this framework agreement without charge before the date of effect of the changes. Changes to the interest rate or exchange rate apply with immediate effect and without prior notice. The Client and the Bank agree that the Client shall be informed of such changes to the interest rate by the Bank by letter, by a supplement to the account statement, and/or by an electronic message. 5.6 Stoppage of a Payment Instrument The Bank reserves the right to stop a Payment Instrument at any time for objectively justified reasons relating to the security of the Payment Instrument, suspected unauthorised or fraudulent use of it, or, for a Payment Instrument with a credit agreement, the substantially increased risk that the Client is no longer able to observe his payment obligations. The Bank shall inform the Client of this stating the reasons, except when it goes against objectively justified security considerations or is prohibited by virtue of other legal provisions in this respect. The Bank shall unstop the Payment Instrument or replace it with a new Payment Instrument as soon as the reasons for stopping it no longer exist. 5.7 Value dates Amounts paid or transferred in euros or in one of the currencies of the EEA to Payment Accounts that bear interest, shall bear interest on the Bank Working Day on which the Bank receives the funds. The withdrawn or transferred amounts in euros or in one of the currencies of the EEA shall no longer bear interest as of the Bank Working Day on which they are withdrawn or transferred. 6 7 Statements The Client shall receive a statement no less frequently than monthly, without charge with the relevant information on the Payment Transactions and any other entries that have been made to the charge of or in the favour of the Payment Account. On the request of the Client, the Bank may provide additional Statements against payment of the applicable rates for them. Complaints, duty of damage limitation, refund and liability 7.1 The Client shall always observe all user and security instructions of the Bank, including those in the banking Terms and the Payment Services Information Sheet, with respect to his Bank Cards, Digipas and other means of client identification, forms and communication channels. The Client shall take all reasonable measures to guarantee the security of the payment instrument and the personalised security features of it. The Client shall also immediately report all (reasonable suspicion of the possibility of) unauthorised use to the Bank or the designated entity, so that the Bank has the opportunity to take reasonable measures to prevent (further) damage. The report must be made to the ABN AMRO branch in Belgium that manages the account of the Client, through the channels known by the Client, or for Bank cards to the central reporting number Cardstop 070 344344(24 hour, 7 days a week). General Banking Terms Consumers 26/29 7.2 If Payment Transactions are made to the charge of the Payment Account that have not been authorised by the Client, or which have been executed incorrectly, the Client must immediately inform the Bank, and at the latest 13 months after the value date of the credit or debit of the transaction concerned. In such a case, in departure to the other provisions of these banking Terms, a different risk distribution shall apply, such that the risk is entirely to the charge of the Bank, without prejudice to the following: I. If Payment Transactions take place before the report mentioned in the first paragraph of this article, they shall be to the charge and at the risk of the Client, up to a maximum of EUR 150 if a lost or stolen means of client identification is used without authorisation, or when this unauthorised usage was made possible through the negligence of the Client to guarantee the security of the personalised security features, unless a case arises as under (ii) or (iii). II. In the event of gross negligence on the part of the Client in the strict observance of the user and security instructions and/or obligation of immediate reporting given in the first paragraph of this article, the maximum under (i) shall not apply and the Client shall bear the loss. In the event the Client did not respect the reporting obligations he will bear the full loss up to the time that he notifies the Bank. III.In the event of fraud or intent on the part of the Client, the Payment Transactions shall always be to his full charge and risk. The Client shall not be bound by the above-mentioned losses, save for his fraudulent or intentional action, if the Payment Instrument has been used without physical presentation and without electronic identification, or if the Payment Instrument has been forged by a third party or unlawfully used, insofar the Client was in possession of the Payment Instrument at the time of the disputed transaction. In departure to Title VIII article 2, the provisions of this paragraph 7.2 apply to payment transactions in all currencies. 7.3 Upon penalty of non-rectification, the Client must immediately inform the Bank, and at the latest thirteen months after the value date of the debit or credit, of the unauthorised or incorrectly executed Payment Transaction in question that gives rise to a claim. 7.4 Instruction to reverse a Payment Transaction The Client may only request a reversal of an authorised Payment Transaction initiated by or via the beneficiary if the precise amount of the Payment Transaction was not certain when the Client consented to the transaction, and moreover the precise amount of the payment transaction is higher than what the Client could have reasonably expected on the basis of his earlier expenditure pattern and the relevant aspects of the case. However, the Client may not request a reversal if he has given his consent to the Bank beforehand for the execution of the Payment Transaction, or series of Payment Transactions, and the information concerning the Payment Transaction(s) to be executed was communicated or made available to the Client at least four weeks before the payment date, either by the Bank or by the beneficiary of the Payment Transaction(s). The reversal must be requested from the Bank by the Client within 8 weeks of the date of the funds being debited. In the event of a reversal, the account of the Client shall be credited as quickly as possible, and at the latest within 10 Working Days of the request for repayment. A refusal to make the reversal must be justified by the Bank to the Client within 10 working days of receiving the request for repayment. If the Client does not agree with the reasons, he may submit a complaint to the competent officers of the Ministry of Economic Affairs. When the Bank reverses a collected amount, it shall be done with the interest date of the earlier debit. Notification of the reversal shall be given through the account statement. 7.5 The Bank is bound to compensate the Client for the costs for which the Bank is responsible and the interest charged to the Client for the non-execution or incorrect execution of a payment transaction. The Bank is also bound to compensate the Client for the amount of the costs incurred by the Client to determine the damage to be compensated, as well as the lost or charged interest and costs attached to an incorrectly executed Payment Transaction. 7.6 With regard to the execution of payment transactions, the Bank is responsible for the correct execution of them except a) in cases of force majeure, b) when the Bank has to observe a legal obligation, and c) if the Unique Identifier provided by the Client is incorrect. In such cases the Bank shall not be liable for the non-execution or incorrect execution of the payment transaction. If the Unique Identifier is incorrect, the Bank shall make reasonable efforts to obtain the return of the funds involved in the payment transaction. The Client undertakes to reimburse the costs incurred by the Bank to obtain the return of such funds, insofar these costs are appropriate and correspond to the costs that the Bank has actually incurred. 8 Withdrawal and payment 8.1 Withdrawal A withdrawal is a Payment Transaction by which the Bank pays an amount of cash to the Client to charge of his Payment Account. Withdrawals of cash are possible from the cash dispensers intended for this purpose and from the branches of the Bank that facilitate withdrawals (during opening times). General Banking Terms Consumers 27/29 To make withdrawals, the Client shall use his Bank Card with Pin Code or other means of client identification stipulated by the Bank. Withdrawals from cash dispensers abroad are possible with a Bank Card with the Maestro logo at dispensers that have Maestro, or with the credit card. 8.2 Payment A payment is a Payment Transaction by which the Bank receives an amount of cash from the Client to be credited to his Payment Account. Such payments of cash can only be accepted by the Bank in exceptional cases. 9 Transfer 9.1 Outgoing/incoming payment Regarding an outgoing payment, the Bank ensures, on behalf of the Client, that the Bank or other payment service provider of the beneficiary receives the amount of the payment. Regarding an incoming payment the Bank receives the amount on behalf of the Client. A standing order is a transfer that the Bank regularly makes on the grounds of a single instruction issued by the Client. Each standing order can be changed or cancelled by the Client before the payment date. The standing order expires automatically with the death of the Client or with the closure of the account to which the standing order is linked. A SEPA transfer is a special type of (domestic or international) transfer in euros, between accounts held by participating banks within the SEPA region. The Bank provides information on participating banks on its website. The Client may ask the Bank to execute a transfer as an urgent transfer. In such a case, the execution shall be done as quickly as possible. The Bank reserves the right to charge costs for this. 9.2 Payment instruction If the Client wishes the Bank to perform an outgoing payment, he shall instruct the Bank to this end. The Bank is not bound to verify the correctness of the information stated in the Payment Instruction and can execute the instruction on the basis of the beneficiary account number specified by the Client. For an international transfer in euros within the SEPA region or a SEPA transfer, the Client must state the IBAN (International Bank Account Number) of the beneficiary and the BIC (Bank Identifier Code) of the Bank of the beneficiary in the instruction. The Bank is only liable for the execution of payment transactions in accordance with the specified account number, and if applicable the IBAN number and BIC code provided by the Client, to the exclusion of any supplementary information that the Client provides. 10 Direct debit 10.1 Mandate/mandate withdrawal 10.1.1 A direct debit is an (outgoing) transfer from the Payment Account whereby the beneficiary, as the payee, issues the payment instruction by virtue of a (direct debit) mandate given to the beneficiary by the Client. This mandate also counts as the consent of the Client to the payment instruction for the Bank. A SEPA direct debit is a special type of (domestic or international) direct debit in euros between accounts held by participating banks within the SEPA region. The Client has to respect the terms and conditions of the SEPA direct debit mandate he has agreed with his creditor. The Bank draws the attention of the Client to the fact that each contractual or extra-contractual dispute regarding a specific claim to which the mandate relates, needs to be addressed directly with the creditor, given the Bank and the Bank of the creditor are not parties to the contractual relationship between the Client and his creditor. The Client is nevertheless entitled to request reimbursement under the conditions specified in articles 10.2. and 10.3. Title VIII. The Bank provides information on participating banks on the following website: www.abnamro.nl. A domiciliation may always be cancelled by the Client, the Bank or the beneficiary. A mandate is withdrawn by the Client informing the beneficiary. Moreover, the Client undertakes to immediately inform the Bank of the withdrawal. A SEPA direct debit that is not utilized for 36 months, shall be automatically cancelled. 10.2 Reversal without specifying reasons 10.2.1Provided that the mandate does not state the amount to be collected and the amount of the payment transaction is higher than the Client could have reasonably expected on the basis of his earlier expenditure pattern and relevant aspects of the case, the Client may have the amount collected by virtue of the mandate returned to his Payment Account by the Bank. To this end the requirement is that the Client requests the reversal from the Bank within eight weeks of the date on which his Payment Account is debited. The Client undertakes to provide the Bank with the factual elements regarding the said conditions. The Client shall not be entitled to repayment if he has given his consent to the payee for the direct debit transaction (or series of transactions), and the payee or the beneficiary made the preparatory information available to the Client at least 4 weeks before the transaction. 10.2.2If for the direct debit a SEPA direct debit mandate has been used, than the Client whose Payment Account has been debited is entitled to request the Bank within eight weeks of the date on which his account has been debited, the reimbursement of an already authorized and executed payment transaction and this without giving any reasons. In this case the Bank will reimburse the Client within ten working days of such request. General Banking Terms Consumers 28/29 10.3 Reversal on account of the lack of a mandate If there is no valid mandate for the executed direct debit, the Client may have the amount collected returned to his Payment Account. To this end, the Client must inform the Bank of the lack of a mandate as quickly as possible, and at the latest within thirteen months of the date of the debit, and ask for its reversal. The Bank shall then check as quickly as possible whether the payee can show a valid mandate, and in the absence of this shall reverse it. In this case the Bank is also entitled to request the Client to provide a copy of the mandate he has agreed with his creditor. 10.4 Direct debit stoppage The Client has the following possibilities to stop domestic (non-SEPA) direct debits from his Payment Account: A.Stoppage of all domestic (non-SEPA) direct debits. B.Selective stoppage of all domestic (non-SEPA) direct debits in the favour of a certain account number of a certain payee. The Client can have the following possibilities to have SEPA direct debits stopped from his Payment Account: A.Stoppage of all SEPA direct debits. B.One-off stoppage (refusal) of a specific SEPA direct debit. This can only be done if the Bank has already received the specific direct debit instruction. If he wants to make use of the said stoppage possibilities, the Client must request this on the working day before the instruction date of the direct debit concerned at the latest, specifying the desired form of stoppage and the required details. A request to stop all domestic (non-SEPA) direct debits must be made two working days beforehand. The Client may also, with observance of the said timelines, ask the Bank to make a stopped direct debit specified by the Client to become payable again. The Bank does not need to inform the Client of a refused execution of a direct debit by virtue of the stoppage. 11 Payment via a payment terminal The Client can make the following payments against the Payment Account via a payment terminal: Bankcontact/Mister Cash: with a Bank Card and Pin Code, a Client can pay for goods and/ or services in a company or institution in Belgium that accepts bankcontact/Mister Cash via a payment terminal. MAESTRO: with a Bank Card with the Maestro logo and Pin Code, a Client can pay for goods and/or services abroad in a company or institution that accepts Maestro via a payment terminal. Insofar the use of a Pin Code is not required, the Client must sign the transaction slip produced by the payment terminal. 12 Payment via a payment terminal with proton function Proton is the function for loading the Bank Card with electronic money with which the Client can make payments in a company or institution that accepts Proton using a payment terminal suitable for this. For Proton: I. Proton is loaded with the Pin Code using equipment authorised by the Bank. II. The amount by which the Proton chip is loaded is charged to the Payment Account. III A payment with Proton is done against the Proton balance, without an instruction to the Bank and without using a Pin Code. IV. It is not possible to have the Bank freeze the balance on the Proton function of the Bank card. The Client bears the complete risk of the loss or unauthorised use of this balance. V. The unit for loading the Proton balance can also be used to repay the unused Proton balance to the Payment Account. VI. The Client shall not be given a Statement of his payments with Proton. VII. If the Proton function has become unusable, the Client may return the Bank Card to the Bank. If the Bank is able to determine with its equipment that there is an unused Proton balance, it will pay this balance to the Client by crediting his Payment Account. If it is not possible to determine it in this way, and no more than twelve months have lapsed between the last loading or payment transaction and the Bank Card being handed in, the Bank shall calculate any Proton balance on the basis of the Proton loading and payment data, and credit this to the Payment Account of the Client. General Banking Terms Consumers 29/29 13 14 15 Payment services information sheet/sending information The Payment Services Information Sheet of the Bank gives the Client further information on subjects such as the Payment Account, the Bank Card, Payment Transactions, Working Days, limits, prices and exchange rates. The Client may ask the Bank to provide the Payment Services Information Sheet again or other information relevant to Payment Services. The Payment Services Information Sheet can also be downloaded from the Internet site. The rules in the Payment Services Information Sheet are binding for the Client. Further rules The Bank may set further rules and change them from time to time (including restrictions) with respect to the Payment Account, the Bank Card, and the Payment Transactions and the authorisation of them. The Client shall adhere to them. Change/termination The Bank may always change the Payment Services Terms by giving notice to the Client with observance of a period of two months. The Client is bound by the change unless he cancels the Bank Services that the Payment Services Terms relate to before the date of effect of the change. The Bank may end the Bank Services to which the Payment Services Terms apply, by giving notice to the Client with observance of a notice period of at least two months. The Client may cancel the Bank Service to which Title VIII applies, at any time and without charge, by informing the Bank of this in writing one month beforehand. General Banking Terms Consumers ABN AMRO Bank N.V., version April 2014, registered at the 10th registration office of Antwerp on 17/04/2014. ABN AMRO Bank nv, headquarters Gustav Mahlerlaan 10, 1082 PP Amsterdam KvK Amsterdam 34334259 Roderveldlaan 5 b4, 2600 Berchem - Register for Legal Entities Antwerpen 0819.210.332 VAT BE 0819.210.332 Account number ABN AMRO: BIC: ABNABE2AIPC, IBAN: BE72 9605 4053 2516