35.1 We do not represent or warrant that:-
- our services, including our electronic banking services will meet your requirements;
- our electronic banking services will be uninterrupted, timely, secure or error-free;
- our electronic banking services are fit for a particular purpose, or does not infringe any third party proprietary rights; or
- any errors in the technology will be detected or corrected.
35.2 Our electronic banking services may allow you to visit or be directed to other third party websites. We are not responsible for the content of these third party websites. We shall not be responsible for any loss or damage you incur directly or indirectly in connection with your use of or access to these websites.
Exclusion of liability
35.3 Unless a law prohibits us from excluding or limiting our liability, we are not liable for any loss you incur in connection with our banking agreement or services including electronic banking services (including in connection with the provision, access or use of any product, unavailability or improper functioning of an electronic banking service, delay or error in the transmission of any electronic payment transfer, delay in providing you funds under our banking agreement, misrepresentation, your or an authorised person’s instructions or any unauthorised instructions, a default, termination of any of our banking agreements, our refusal to act on any instruction, or any other thing we do or do not do). This applies where the loss arises for any reason and even if the loss was reasonably foreseeable or we had been advised of the possibility of the loss.
35.4 We are not responsible for the negligence, act or failure to act of any third party and will not be involved in any dispute between you and any third party service provider (whether or not appointed by us).
35.5 You shall indemnify us from all loss and damage which we may incur in connection with your improper use of our services including the electronic banking services. We take no responsibility for your decisions
35.6 We are not responsible for any decision you make:
- to enter into our banking agreement;
- to access or use any product including through our electronic banking services;
- about any features of any product (including the interest rate or any fees or costs payable under it).
While some employees are authorised to give you certain types of information about our products, neither our employees nor our agents have any authority to make representations or predictions or give any opinion about anything in connection with our banking agreement. We are not liable for any loss if they act without authority. However, if you consider that any representation has been made to you that is not set out in our banking agreement, you need to give us details in writing so that we can clarify it. If you, any authorised person or any security provider has any concerns about these things, the terms of our banking agreement or any security, we recommend you or they get help from an independent financial adviser or lawyer.
Intellectual Property Rights
35.7 We own all contents of our services. You may not copy, distribute or publish such content without our permission.
35.8 We or other third parties own all the marks and logos used in connection with services. You may not use such marks and logos without our permission.
35.9 You grant us a free worldwide licence to use any information or material you submit through our services for any purpose unless restricted by law.
35.10 We are not required to keep confidential any information or materials submitted by you through our services unless we agree to do so in a separate contract between you and us or required by law.
35.11 We are not responsible for, do not endorse, and make no representation or warranty in connection with, any hyperlinked internet sites on our website. We are not responsible for any loss you incur in connection with those hyperlinked sites.
Circumstances beyond our control
35.12 We are not liable for any loss you incur in connection with our inability or delay in receiving or executing instructions or unavailability of funds or any product due to any circumstances beyond our control.
35.13 If any circumstances beyond our control occur, we may take any action we consider appropriate in connection with your account.
35.14 You must do anything we ask (such as obtaining consents, signing and producing documents and getting documents completed and signed):
- to bind you and any other person intended to be bound by our banking agreement;
- to show whether you are complying with our banking agreement; and
- to confirm anything done by us in the proper exercise of our rights under our banking agreement.
35.15 If our banking agreement specifies when you must perform an obligation, must perform it by the time specified. You must perform all other obligations promptly.
Time of the essence
35.16 Time is of the essence in respect of your obligations to pay any money.
35.17 A provision of our banking agreement, or right created under it, may not be waived except in writing signed by the party or parties to be bound and is only effective for the purpose for which it is given.
Variation of our banking agreement
35 .18 You acknowledge that various features of a product may be changed at any time, including the fees, interest rates, the basis for calculating interest rates and the margin without notice to you. However, if we vary fees for a product we will do our best to give you one month’s notice before the variation takes effect. However, we may also vary any of the other terms of our banking agreement by notice to you in accordance with our usual practice and in accordance with any applicable law. This may include giving notice to you by public announcement as set out in clause 7.3. The product terms may set out specific steps we must follow to effect a variation.
35.19 We may offer incentive programmes or value added services in connection with a product offered by us or a third party. We may vary or withdraw the programmes or services at any time. We do not guarantee or warrant their quality and, if they are provided by a third party, they are provided on the terms offered by the third party (including the third party’s privacy policies). Please contact us if you want to find out more information about the terms of any programme or service.
35.20 We may advertise our own products and services in any manner, including through the electronic banking services, where such advertisement is consistent with any personal data protection laws.
How we may exercise our rights
35.21 We may exercise a right or remedy, give or refuse our consent or approval in connection with our banking agreement in any way we consider appropriate, including by imposing conditions. We need not give you reasons for any decision we make.
35 .22 If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.
35.23 Except for a waiver or variation in accordance with clauses 35.17 or 35.18, nothing we do suspends, varies or prevents us from exercising our rights under our banking agreement.
35.24 We are not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.
35.25 Our rights and remedies under our banking agreement and any security:
- are in addition to other rights and remedies given by law independently of our banking agreement or the security;
- do not merge with and are not adversely affected by any other security and may be executed independently or together with any rights or remedies including under any other security; and
- may be exercised even if this involves a conflict of duty or we have a personal interest in their exercise; and
- are not affected by any payment, settlement, judgment or any thing which might otherwise affect them at law including:
– us varying our banking agreement such as by providing you with additional products or replacing existing products or withdrawing , suspending, terminating your existing electronic access to our products or granting you electronic access to additional products;
– you opening an account;
– an account not being active;
– us releasing you or a security provider or giving them a concession, such as more time to pay;
– the fact that we release or lose the benefit of any security;
– the death, mental or physical disability or insolvency of any person (including you or a security provider).
35.26 Our rights and remedies under our banking agreement may be exercised by
any of our authorised employees or any other persons we authorise.
Complying with orders and directives
35.27 If we are served or issued with any of the following:
- court orders;
- directives issued under law, regulators, authorities or agreements with any regulator
or any authority, we will act in accordance with them and you must not commence proceedings against us in relation to our actions.
35.28 You must comply with all conditions in any consent or approval we give in connection with our banking agreement.
35.29 If we consider any funds in any account may be subject to conflicting claims, we may take action (including getting legal advice or taking legal proceedings) to determine the matter. We may act in accordance with any determination and we are not liable to you for any loss you incur Indemnities
35.30 The indemnities in our banking agreement are continuing obligations, independent
of your other obligations under them. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity in connection with our banking agreement.
35.31 If, you are introduced to us, or by us, to a third party with your consent, we may pay or receive a fee or commission to or from the third party under a fee sharing arrangement. If you ask, we agree provide you with the details of the fee sharing arrangement.
35.32 We may employ independent contractors and agents (including correspondents) to perform any of our obligations under our banking agreement or provide a product on terms we consider appropriate.
35.33 You must not assign or transfer your rights and obligations under our banking agreement to anyone without our consent first.
35.34 We may assign or otherwise deal with our rights under our banking agreement (including any particular product or account) in any way we consider appropriate. If we do this, you may not claim against any assignee (or any other person who has an interest in our banking agreement) any right of set off or other rights you have against us. If we ask, you must sign and give us or any other person we specify any document we reasonably require for this purpose.
Compliance with law
35.35 Nothing in our banking agreement requires us to do or not do anything if it would or might in our reasonable opinion constitute a breach of our policy or any applicable law, regulation or requirement of any authority.
We act on banking days
35.36 We only act on certain instructions or provide a product on a banking day. If we are required to do anything on a nonbanking day, we may do it on the next following banking day.
Opening further accounts
35.37 We may open an account to administer any transactions for any product.
35.38 If and to the extent that an applicable law is inconsistent with our banking agreement in a way that would otherwise have the effect of making:
- a provision of our banking agreement illegal, void or unenforceable; or
- a provision of our banking agreement contravene a requirement of that law or
impose an obligation or liability which is prohibited by that law,
then the law overrides our banking agreement to the extent of the inconsistency, and our banking agreement is to be read as if that provision were varied to the extent necessary to comply with that law and avoid that effect (or, if necessary, omitted).
35.39 If any one or part of the terms of this Client Terms is legally unenforceable
in any way, this will not affect the validity of the remaining terms.
35.40 We believe that the terms of this Client Terms are reasonable. If any one
or part of them proves to be not legally valid because it is unreasonable or for any
other reason, we are entitled to treat that term as changed in a way that makes it
reasonable and valid. If one or part of the terms of this Client Terms is unenforceable against one of the customers agreeing to this Client Terms, this will not in any way affect the enforceability of that term against the other customers e.g. the other joint account holder.
Third party rights
35.41 Our banking agreement does not create or confer any rights or benefits
enforceable by any person not a party to it except:
- a member of the Standard Chartered Group may enforce any rights or benefits in our banking agreement;
- a member of the Standard Chartered Group may enforce the rights or benefits of any indemnity, limitation or exclusion of liability in our banking agreement; and
- a person who is a permitted successor or assignee of the rights or benefits of our banking agreement may enforce those rights or benefits.
No consent from the persons referred to in this clause is required for the parties to vary or rescind our banking agreement (whether or not in a way that varies or extinguishes rights or benefits in favour of those third parties).
Change in constitution
35.42 You must not change your constitution by amalgamation, consolidation, reconstruction, admission of any new partner or otherwise, without our consent. You must also ensure that each security provider does not do so without our consent. All securities, agreements, obligations given or undertaken by you or a security provider remain valid and binding despite any change in our, your or a security provider’s constitution by amalgamation, consolidation, reconstruction, death, retirement, admission of any new partner or otherwise. Anti-money laundering, counter terrorism financing, government sanctions or embargoes
35.43 To comply with local or foreign law, regulations, voluntary codes, directives,
judgments or court orders, agreements between any member of the Standard Chartered Group and any authority, regulator, or enforcement agency,
policies (including Standard Chartered Group’s policies), good practice, government sanctions or embargoes, reporting requirements under financial transactions legislation and demands or requests of any authority, regulator, tribunal, enforcement agency, exchange body, the Standard Chartered Group may:
be prohibited from entering or concluding transactions involving certain persons or entities(e.g. person or entity that is itself sanctioned or is connected to or dealing with (directly or indirectly) any person or entity that is sanctioned under economic and trade sanctions imposed by any regulator in any jurisdiction where we operate in or by any supranational organisation, official body including, but not limited to, Her Majesty’s Treasury, the Central Bank of West Africa states ( BCEAO), West African Monetary Union (WAEMU) or any country); or
- (without limitation to clause 25) report suspicious transactions or potential breaches of sanctions to an authority in any jurisdiction to which the Standard Chartered Group may need or decide to disclose. Transactions impacted include those that may:
– involve the provision of finance to any person involved or suspected of involvement in terrorism or any terrorist act;
– be relevant to investigation of an actual or attempted evasion of tax law, investigation of or prosecution of a person for an offence against any applicable law; or
– involve persons or entities which may be the subject of sanctions and embargoes.
35.44 A member of the Standard Chartered Group may intercept and investigate any payment messages and other information or communications sent to or by you or on your behalf and may delay, block or refuse to make any payment and payment screening may cause a delay in processing certain information.
35.45 Any member of the Standard Chartered Group may take any action it believes to be necessary to comply, or in connection, with the matters set out in clause 35.43. This includes freezing funds, preventing operation of an account, refusing a request for funds from you, otherwise not allowing you to use a product, or delaying or cancelling a transaction. It need not notify you until a reasonable time after it is permitted to do so under those laws of policies. No member of the Standard Chartered Group is liable for any loss arising out of any action taken or any delay or failure by us, or a member of the Standard Chartered Group, in exercising any of its rights or performing its obligations, caused in whole or in part by any steps taken as set out above.
35.46 Any report we obtain from any valuer or consultant is for our use only.
Even if we give you a copy of the report, you cannot rely on it. You cannot sue us, the valuer or consultant if the report is wrong.
Our decision is conclusive
35.47 If there is any dispute in connection with our banking agreement, our decision is conclusive and binding unless there is a manifest error.
35.48 Our banking agreement may consist of a number of copies, each signed by one or more parties. The signed copies form one document.
35.49 Our banking agreement is governed by the laws of Cote d’Ivoire.
35.50 Your use of our electronic banking services is through the internet service provider, network server or such other equivalent system in the country from where such service is accessed by you, and to this extent, such access by you will also be subject to the relevant laws of that country and any terms prescribed by such internet service provider, network provider, server or such other equivalent system.
35.51 The parties submit to the non-exclusive jurisdiction of the courts of Cote d’Ivoire. We may take enforcement action and initiate proceedings in the courts of any other jurisdiction where you have assets. To the extent allowed by law, we may take proceedings in any number of jurisdictions at the same time. You may only initiate an action in the courts of Cote d’Ivoire. .
35.52 Without preventing any other method of service, any document in a court action may be served on a party by being posted, delivered to or left at that party’s address last notified.