a. These terms and conditions have been arranged into separate clauses and paragraphs for convenience only. Any of the terms and conditions in any clause or paragraph shall, where the context permits or requires, apply equally to transactions dealt with under other clauses or paragraphs. Clause headings are for ease of reference only and shall have no legal effect.
b. In these terms and conditions, unless the context otherwise requires, references to me/us shall if I/we am/are a sole proprietorship firm include the sole proprietor and his successors in the business and, if I/we am/are a partnership firm, include the partners as at the date of these terms and conditions and any other persons who shall at any time hereafter be or have been a partner of the firm and the successors to such partnership business. These terms and conditions shall be binding on me/us and my/our successors notwithstanding any change in the constitution of me/us or of any such successor and, without limiting the foregoing, shall not be terminated or affected by the death, bankruptcy, liquidation, or retirement of any parties or by any other change in the composition of any firm as aforesaid.
c. Where I/we consist of more than one person or where I/we am/are a firm consisting of two or more persons, the liabilities of me/us shall be joint and several liabilities of each such person and references to me/us shall be construed as references to each and/or any such persons. The Bank and any Bank Group Company may at any time apply all or part of the funds standing to the credit of any account with the Bank or any Bank Group Company in the name of one joint applicant singly or jointly with others in or towards discharging any debit balance on the account with the Bank or any Bank Group Company of any other joint applicant singly or jointly with others.
d. References herein to any person shall include a firm or corporation, words importing the singular shall include the plural and vice versa and words importing a gender shall include every gender. The words “subsidiary” and “holding company” used herein shall have the same meanings as defined in section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
e. The expression “the Loan” means the total principal amount of Business Instalment Loan advanced by Standard Chartered Bank (Hong Kong) Limited (“the Bank”) to me/us from time to time. “Business day” means a day on which the Bank is open for business in Hong Kong, including Saturday.
a. I/We hereby acknowledge and agree that the Bank has absolute discretion in approving and granting the amount of the loan and/or the tenure of the loan to me/us. I/We agree to accept any such amount and/or any such tenor as may be approved by the Bank pursuant to my/our application even though such amount may be less than those applied for by me/us, and/or such tenure may be longer or shorter than that applied for by me/us. I/We further acknowledge that the Bank may from time to time specify the minimum amount of the Loan that I/we may apply for.
b. I/We agree that the Loan will only be granted to me/us subject to the execution by me/us of all documents as the Bank may require and (in the case of a company) the delivery to the Bank of a certified copy of minutes of our Board meeting in the Bank’s standard form approving the transaction.
c. Without limiting the generality of the foregoing, I/we acknowledge that the Bank shall have the right at its absolute discretion to allocate a higher proportion of any one or more of the monthly repayments to interest and/or handling fee and/or other fees and charges rather than to the principal then due in respect of the Loan. The Bank is also authorized to debit my/our repayment account for the Loan with the amount of each monthly repayment commencing one month after drawdown of the Loan or any part thereof.
d. Early redemption of all (but not part) of the Loan will be permitted upon a written request for early redemption being received by the Bank at least five Business days before the proposed date of early redemption. Upon early redemption, I/we will pay to the Bank that part of the Loan then outstanding, interest accrued thereon up to the actual settlement date (including any applicable handling fee), early redemption charge of 6% of the outstanding loan amount and any other fees and charges as the Bank may notify from time to time.
e. Interest on the Loan shall be variable at the Bank’s discretion and notwithstanding any other terms and conditions, I/We agree to pay to the Bank on demand at any time all principal, interest and other charges which are outstanding and owing at the relevant time. Without limiting the generality of the foregoing, in the event of the failure to make any one monthly repayment on the due date or any other indebtedness owing by me/us becoming payable or capable of being declared payable prior to its stated maturity or is not paid when due, or I/we becoming insolvent or a petition in bankruptcy or for winding-up (whether voluntary or otherwise) being filed by or against me/us, or any attachment, execution or other process is levied against me/us, the Loan, accrued interest and any handling fee shall become immediately due and payable. A statement or demand (in whatever form the Bank deems fit) issued by the Bank shall be conclusive evidence of the amount due and owing to the Bank. Without prejudice to this condition, on the day after each monthly repayment due date, a monthly late repayment charge (which shall be deemed to be a whole month) of 4.5% per month (minimum HK$100) will be imposed on the total of any monthly repayment amount then overdue.
f. Handling fee and/or other fees and charges on the Loan shall be variable at the Bank’s discretion from time to time. I/We agree that the Bank is authorized to debit my/our repayment account for the handling fee and/or other fees and charges at time of each monthly repayment.
g. To protect both myself/ourselves and the staff of the Bank and to help resolve any disputes between me/us and the Bank, the Bank may (but shall not be obliged to) record and I/we hereby acknowledge and agree to the Bank recording, all telephone conversations between the Bank and me/us and instructions given by me/us to the Bank, by writing and/or by tape recording and/or any other methods as the Bank may determine. The Bank’s record of such telephone conversations and such instructions given by me/us to the Bank shall, in the absence of manifest error, be conclusive and binding on me/us and may be retained by the Bank for such period as it deems appropriate.
h. For my/our convenience, I/we hereby authorize the Bank to disclose the following data by telephone to an enquirer whom the Bank genuinely believes to be me or any one of us (and for this purpose the Bank may require the enquirer to provide my Hong Kong Identity Card number(s), the Loan amount applied for (rounded up or down if necessary to the nearest thousand dollars) and any other information as the Bank deems fit for verification of the enquirer’s identity); Loan approval status (approved, pending or rejected), and, if approved, the exact amount approved, the interest rate, the loan repayment period and the drawdown date.
a. I/We shall pay to the Bank on demand or on their respective due dates all sums paid or advanced by the Bank to or for the account of me/us or any other person at my/our request and all other sums of whatever nature for which I/we may be indebted or liable to the Bank on any account or in any manner whatever and whether alone or jointly with any other person.
b. If I/we overdraw any current account with the Bank I/we shall be obliged to repay on demand the amount so advanced by the Bank and to pay interest on the daily debit balance monthly or on earlier demand, and interest not paid when due may be debited to the account.
Right of Repayment Demand
I/We agree that all my/our obligations to the Bank including, and without limitation to, all amounts outstanding under the Loan plus all accrued interest and any fees and charges outstanding shall become immediately due and payable upon demand by the Bank at any time at its sole and absolute discretion and I/we shall be liable to pay in full immediately such outstanding amounts.
All moneys expressed to be payable by me/us to the Bank shall include interest payable thereon. I/We shall pay interest on such moneys at such rate or rates as shall from time to time be agreed with the Bank or, in the absence of such agreement, specified by the Bank, and I/we agree to pay interest at the rate or rates so specified as if expressly agreed by me/us. Interest shall accrue from day to day and shall be calculated on such basis and be payable at such times as the Bank may determine in accordance with its usual practice. I/We acknowledge that a higher rate of interest may be charged on amounts in default and such interest shall be payable by me/us both before and after judgment and, in the absence of any agreement to the contrary, may be compounded at monthly or longer intervals or if applicable at the end of each funding period as selected by the Bank. A certificate issued by any of the Bank’s officers as to the rates of interest payable on any such moneys shall, in the absence of manifest error, be conclusive and binding on me/us.
Fees and Charges
Without limiting the generality of clause 2(f)
a. I/We shall pay to the Bank Service Fee of HK$150 upon successful drawdown of the new and/or top-up Business Instalment Loan or Business Instalment Loan bundled with Business Overdraft. I/We understand that this amount will be deducted from my / our repayment account within the first month upon loan drawdown.
b. I/We shall pay to the Bank HK$200 for an extra copy of Business Instalment Loan Repayment Schedule or Annual Loan Statement. I/We understand that this amount will be deducted from my/our repayment account.
c. I/We agree that all fees and/or charges related to Business Instalment Loan or Business Instalment Loan bundled with Business Overdraft are subject to the variation by the Bank at its absolute discretion from time to time.
Set-off and Lien
Without limiting any general or banker’s lien, right of set-off or other right to which the Bank or Standard Chartered Bank (including all its branches), the holding company or any subsidiary or associated company of Standard Chartered Bank (each a “Bank Group Company”) may be entitled, the Bank shall have the right and is authorised to the fullest extent permitted by law, without notice to me/us or to any other person, to set off and appropriate and apply and I/we authorise each Bank Group Company to transfer or release to the Bank or the relevant Bank Group Company upon request, any credit balance in any currency on any account (whether subject to notice or not and whether matured or not) of me/us or of any other person with the Bank or any Bank Group Company in Hong Kong or elsewhere to which I/we may be beneficially entitled against any of my/our liabilities to the Bank or any Bank Group Company under these terms and conditions or in respect of any other agreement or transaction, whether actual, future or contingent, and the Bank and any Bank Group Company are authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary for this purpose. The Bank and any Bank Group Company shall have a lien on all my/our property which may now or hereafter be in their respective possession or custody whether for safekeeping or otherwise.
a. All sums payable to the Bank by me/us shall be paid without set-off, counterclaim or any other restriction or condition and free and clear of any tax or other deductions or withholdings of any nature. If I/we or any other person shall be required by any law or regulation to make any deduction or withholding on account of tax or otherwise from any payment, I/we shall, together with such payment, pay such additional amount as will ensure that the Bank receives free and clear of any tax or other deductions or withholdings the full amount which the Bank would have received if no such deduction or withholding had been required.
b. Any moneys received by the Bank in respect of my/our obligations to the Bank may be placed and kept to the credit of a suspense account for so long as the Bank thinks fit, and in the event of any proceedings in or analogous to bankruptcy, winding-up, liquidation, composition or arrangement, the Bank may prove for and agree to accept any dividend or composition in respect of my/our outstanding obligations as if there had been no suspense account or no credit therein.
c. If any court gives a judgment in the Bank’s favour for any amounts owing by me/us and such judgment is expressed in a currency (the “judgment currency”) other than the currency in which such amounts are owing to the Bank (the “currency of account”), I/we shall fully indemnify the Bank in respect of all losses which it may at any time suffer as a result of any difference between (i) the rate or rates of exchange used for such purpose to convert the sum in question from the currency of account into the judgment currency and (ii) the rate or rates of exchange at which the Bank may purchase the currency of account with the judgment currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such judgment.
d. For all purposes hereof, including any legal proceedings, a certificate by any of the Bank’s officers as to the sums and liabilities for the time being owing by me/us to the Bank shall, in the absence of manifest error, be conclusive evidence thereof. The Bank may debit my/our account with any sum which I/we am/are liable to pay to the Bank whether or not a demand has first been served on me/us.
The Bank may take such action as the Bank in its absolute discretion thinks fit to enforce these terms and conditions including without limitation employing any third party agent to collect any sums owing to the Bank. I/We shall indemnify and hold the Bank harmless from and against any and all consequences which may result from giving credit to me/us or performing any banking service for me/us and shall reimburse the Bank upon demand for any payment, loss or damage which the Bank may make or incur by reason thereof and shall upon request appear and defend at my/our own expense any action which may be brought against the Bank in connection therewith. I/We shall pay or reimburse to the Bank immediately upon demand and/or the Bank shall be entitled to debit any of my/our accounts with all commissions and other charges usually charged by the Bank whether or not previously notified to me/us and all other costs, charges and expenses incurred by the Bank in connection with the establishment, enforcement or preservation of any of its rights, the charges of any third party agent employed as aforesaid, or the insurance or other protection of any assets held as security, or in relation to its liabilities or purported liabilities under any banking facilities, these terms and conditions or any other agreements or guarantees including but not limited to the fees and expenses of any legal advisers on a full indemnity basis (save and except that without prejudice to the generality to the foregoing, the costs, charges and expenses incurred by the Bank in recovering any sums owing by me/us to the Bank (including without limitation legal costs on an indemnity basis) shall be of reasonable amount and were reasonably incurred.
Power of Attorney
I/We irrevocably and by way of security appoint the Bank to be my/our attorney, with full power of substitution, and in my/our name or otherwise on my/our behalf and as my/our act and deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required or which the Bank shall think fit for carrying out any of my/our obligations hereunder or for effecting any sale, disposal or other dealing by the Bank or for giving to the Bank the full benefit of these terms and conditions and of the security granted hereunder. I/We hereby ratify and confirm and agree to ratify and confirm any deed, instrument, act and thing which such attorney may lawfully execute or do.
a. All information provided by me/us and such further personal data relating to a person may be collected by the Bank from time to time before, during or after this application, and such information may be used and disclosed for such purposes and to such persons (whether the recipient is located in Hong Kong SAR or another country, or in a country that does not offer the same level of data protection as Hong Kong SAR) in accordance with the Bank’s policies on the use and disclosure of personal data. Such policies are set out in statements, circulars, terms and conditions or notices made available by the Bank to its clients from time to time. The collected data may be used in connection with matching procedures (as defined in the Personal Data (Privacy) Ordinance).
b. The Bank is authorized to disclose and transfer from time to time all information in connection with my/our accounts and business with the Bank (including credit balances and any security given) to all or any of the following persons (whether in or outside Hong Kong SAR):
I. Standard Chartered Bank, the holding company of Standard Chartered Bank and any of the offices, branches, divisions, related companies or associates of Standard Chartered Bank or the Bank;
II. any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s right in relation to the Loan and/or my/our accounts;
III. agent, contractor or third party service provider which provides services of any kind to the Bank or Standard Chartered Bank in connection with the operation of its business; and
IV. any financial institution with which I/we have or proposes to have dealings to enable credit checks to be conducted on me/us.
V. any person under a duty of confidentiality to the Bank.
c. I/We also consent to the disclosure of any of its information by the Bank or any member of the Standard Chartered Group if required or permitted to do so by any law, regulation, court order or any regulatory authority in any jurisdiction.
a. I/We consent and acknowledge that the Bank may provide my/our information to any proposed or actual individual guarantor or other security provider (or their solicitors) in respect of any credit facilities extended to me/us, including (without limitation):
I. any financial information concerning me/us;
II. a copy of the contract evidencing the obligations to be guaranteed or secured or a summary of such contract;
III. a copy of any formal demand for overdue payment which may be sent to me/us after it has failed to settle an overdue amount; and
IV. from time to time on request by the proposed or actual guarantor or security provider, a copy of my/our latest statement of account or other information showing my/our financial status of the Client and/or credit facilities extended to me/us.
b. Subject to applicable local Hong Kong laws, you hereby consent for the Bank or any of SCB Group Companies to share your information with local or overseas regulators or tax authorities where necessary to establish your tax liability in any jurisdiction.
c. You agree and undertake to notify the bank within 30 calendar days if there is a change in any information which you have provided to the Bank.
d. Where required by local or overseas regulators or tax authorities, you consent and agree that the Bank may withhold, and pay out, from your account(s) such amounts as may be required according to applicable laws, regulations, agreements with regulators or authorities and directives.
Any notice required to be given by the Bank to me/us shall be deemed to have been so given if addressed to me/ us at our address as may be notified to the Bank in writing by me/us or appear in the Bank’s records as my/our last known address. Any notice delivered personally shall be deemed to have been given at the time of delivery. Any notice despatched by letter postage prepaid shall be deemed to have been given immediately after posting. Any notice sent by telex with answerback or by facsimile shall be deemed to have been given at the time of transmission.
Governing Law and Jurisdiction
These terms and conditions shall be governed by and construed in accordance with the laws of Hong Kong SAR and I/we hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR courts.
a. This is a continuing agreement and all the rights, powers and remedies hereunder shall apply to all my/our past, present, future and contingent obligations to the Bank, and notwithstanding any intermediate payment or settlement of account or any other matter whatsoever.
b. I/We shall immediately upon demand by the Bank and at my/our expense make, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time reasonably require to perfect these terms and conditions and the Bank’s title to the security hereby constituted or intended to be constituted.
c. Each of the rights, powers and remedies given to the Bank under these terms and conditions shall be cumulative and in addition to all other rights, powers and remedies given to the Bank by virtue of any other security, statute or rule of law or equity. Where from time to time any specific agreement is concluded between me/us and the Bank and is intended by its terms to govern a particular transaction, such other agreement shall apply to such transaction in conjunction with these terms and conditions. If there is any conflict between such other agreement and these terms and conditions, the terms of such other agreement to the extent that they are valid and enforceable shall prevail in respect of such transaction.
d. Any forbearance or delay by the Bank in exercising any right, power or remedy shall not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy shall not preclude the further exercise thereof and no course of dealing between me/us nor any waiver in any one or more instances shall be deemed a waiver in any other instance. Each of the Bank’s rights, powers and remedies shall continue in full force and effect until such rights, powers or remedies are specifically amended or waived by an instrument in writing executed by the Bank.
e. Any provision in these terms and conditions which is invalid for any reason in any jurisdiction shall be ineffective only to the extent of such invalidity and shall not affect the validity of the remaining provisions hereof or the validity of such provision in any other jurisdiction. Nothing in these terms and conditions shall operate so as to exclude or restrict any liability, the exclusion or restriction of which is prohibited by the laws of Hong Kong SAR.
f. Nothing herein shall impose any obligation on the Bank to provide or continue any banking facilities or other accommodation or services to me/us, and these terms and conditions may be terminated or discontinued forthwith by the Bank at its absolute discretion with or without notice to me/us.
g. The Bank may, at any time and at its absolute discretion, by notice to me/us vary, amend or supplement any of these terms and conditions (including without limitation, the basis of calculation of any interest, charges, commissions or fees). Such variation, amendment or supplement shall take effect on the date of the notice setting out details of such variation, amendment or supplement or, if later, the date specified in the notice.
h. These terms and conditions shall operate for the benefit of the Bank and its successors and assignees, notwithstanding any change by way of amalgamation, consolidation or otherwise in the constitution of the Bank or of any such successor or assignee. The Bank may assign or otherwise transfer all or any of its rights and interests under these terms and conditions and any transactions to which these terms and conditions relates and/or the goods, documents and other properties in respect of which the Bank has a security interest and may deliver the same to the transferee(s), who shall thereupon become vested with all the rights and powers in respect thereof which were formerly vested in the Bank. The Bank shall be released and discharged from any liability or responsibility in respect of the goods, documents or other properties so transferred, but shall retain all its rights and powers in respect of goods, documents or other properties not so transferred.
I/We agree that the Chinese translation shall not apply in construing these terms and conditions and that the English version shall govern for all purposes.