Welcome to Standard Chartered Bank Commercial Banking

Standard Chartered welcomes this opportunity to provide account and account related services
to you.

Account Opening and Account Related Services Documentation

This Documentation Pack includes all you need to open account(s) and for the services you require.

The documentation we request from you (as indicated in the checklist) is a necessary requirement, prescribed
by local laws and regulations and/or international standards, which helps the bank with its “Know Your
Customer” (KYC) policy and is an integral part of a global effort to combat money laundering, terrorist financing
and fraudulent activity.

We seek your understanding and cooperation in furnishing the required documents and appreciate your time
and effort in doing so.

Again, we welcome this opportunity to provide our services to you. If you have any questions on this
Documentation Pack, please contact your Relationship Manager or local branch.

Standard Chartered – Leading the way in Asia, Africa and the Middle East

Standard Chartered has an extensive global network of over 1,700 branches in over 70 countries in the Asia Pacific Region, South
Asia, the Middle East, Africa, the United Kingdom and the Americas. As one of the world’s most international banks, Standard
Chartered employs over 80,000 people, representing 115 nationalities, worldwide.

Standard Chartered provides services in trade finance, cash management, lending, securities services, foreign exchange, debt
capital markets and corporate finance. We are well established in growth markets and aim to be the Right Partner for our
customers, combining deep local knowledge with global capability to offer a wide range of innovative products.

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 1 of 20
 Standard Chartered
Account Opening Application Form (China)
For customers incorporated in China only

Please complete in BLOCK LETTERS and “”or “x” where applicable.

Standard Chartered Bank (China) Limited_____________________Branch  New Account Additional Account

APPLICATION’S PARTICULARS

Name (Insert FULL legal name exactly as it appears in the Constitutional Documents)

In English

In local language

Country of Incorporation Date of Incorporation (dd/mm/yyyy)

Registration Number Tax Certificate Number

Registration Address

Correspondence
Address
Post
Addressee Name Code

Telephone Fax

SWIFT Address Website

e-statement & e-advice (non payroll)

Email Address Email Address

Email Address

Payroll e-statement & e-advice

Email Address Email Address

Shareholder’s Economic Sector  State Holding  Collective Holding Private Holding  HK Macao and Taiwan Holding  Foreign Holding
BUSINESS ACTIVITIES

 Manufacturing  Financial Export/import  Services  Trading

 Retailing  Consultant Wholesaler  Commission Agents
 Others (Please specify)
Commodities/Service Handled (Please specify)
Major Transaction counterparties
(i.e. top 3 suppliers, customers and/or group companies. Please
specify)

LEGAL STATUS

 Limited Partnership Sole Proprietorship  Society/Association/Club

Name of Proprietor
(for Sole Proprietorship only)

 Others (Please specify )

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 2 of 20
 Account Opening Application Form (China)
CONTACT PERSON NAME TITLE ROLES TELEPHONE MOBILE AUTHORIZED ACTIVITIES

Account Opening Procedures

Person in charge of Company
Person in charge of Finance Account Opening Procedures
Call-back contact person for large value
Transactions
Call-back contact person for large value
Transactions
Note: “Large value Transaction” is determined by the Bank at its sole discretion in accordance with regulatory requirements and from time to time.

PURPOSE EXPLANATION OF BANK USE ONLY

ACCOUNT TYPE CURRENCY
OPENING ACCOUNT* Account Number Product Sub Code
usiness peration
thers
usiness peration
thers
usiness peration
thers
usiness peration
thers

Existing Relationship with Standard Chartered Bank (China) Limited

Group Name to which the applicant belongs

DECLARATION
We apply to open the above Account(s) with Standard Chartered Bank (China) Limited (the “Bank”). The information provided in this form and in any other document(s)
provided by us to the Bank is true, accurate and complete. The Bank may decline our application without providing any reason, in which event no contractual
relationship will arise between the Bank and us.
We acknowledge that:
(1) we have received, read in detail, fully understood and hereby acc ept all the Bank’s prevailing Account Terms, Standard Terms, consolidated Country
Supplement, SME Country Supplement and the terms contained in this form (“Terms”), and we agree to be bound by them in connection with all Accounts
opened by us with the Bank;
(2) we hereby confirm that we have already received, read in detail, fully understood and hereby accept <The Letter Regarding Protection of Disclosure of
Personal Financial Information>(the "Information Protection Letter"), and hereby authorize the Bank to obtain, use and disclose our or the Information
Owner’s Personal Financial Information, and use and further disclose it within the permitted scope. If before giving the authorization we need notify the
Information Owner and/or any other third party or seek their consent or obtain any approval, we confirm we have already notified or obtained such consent
or approval. If our authorization or confirmation hereunder is unauthentic or misleading, we shall be liable for any claim, prosecution, compensation
demand or similar complaint raised by any third party (including any Information Owner) against the Bank, including without limitation any legal fees and
litigation costs incurred by the Bank. Unless we revoke the authorization in writing or on behalf of the Information Owner, the Authorization shall be
ongoing effective.
We acknowledge that the Bank has, at our request, fully and completely explained the Terms and the Protection Letter to us, and have brought to our
attention the terms that may increase our liability, limit our rights, or may exclude or limit the Bank’s liabilities (including those terms set out in bold). We
have sought independent advice from our legal or other external advisors in respect of the Terms, the Protection Letter and this form, prior to our execution
of this form. Our acceptance of the Terms and the Protection Letter and execution of this form is based solely on our independent decision and judgment.
We further agree to be bound by any additional terms and conditions governing any facilities, products and/or services offered by the Bank as we may apply for and/or
utilize from time to time.
 Tick box if the Bank should act on any Instruction (including emergency) received by Fax. Fax Confirmation will be conducted with the Authorised Person
authorised above as “Call-back contact person for large value Transactions”.
Note：unless you separately apply to Bank for paper statements or advice, only e-advice or e-statement is available to you.

Approving Signatory Approving Signatory

Name Name

Date （Day/Month/Year） Date （Day/Month/Year）

Approving Signatory Approving Signatory

Name Name
Date （Day/Month/Year） Date （Day/Month/Year）

REMARKS (BANK USE)

RM Code Segment Code

Customer Segment Code Customer Type
ISIC Code Credit Grade

Institution Classification GL Department ID

Bundle Product
Verified By Approved By

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. Page 3 of 20

 Mandate

To: Standard Chartered Bank (China) Limited 渣打银行(中国)有限公司 (the “Bank”)

Date: （Day/Month/Year）

I, the legal representative (or responsible person) of the Client, confirm as follows:

(Sign) ......................................................... (Company Chop) ......................................................

Name :

Title :

Name of the Company/Institution/

Partnership (the “Client”)

Country of incorporation/establishment

Registration Number

AUTHORISATION

1. Approved Transactions: it is in the best interest and for benefit of the Client that Client enters into
and accepts the following banking, financial and/or commercial transactions and services offered by
the Bank from time to time (whether orally, in writing or through an electronic messaging or dealing
system or other channel) (the “Transaction(s)”):

(a) opening bank accounts of any type (the “Account(s)”), including all associated actions as
account modification, daily operation, account reconciliation, account closure and so forth;

(b) entering into cash management, entrustment loan, trade banking, electronic banking, channel
services and / or any other related service with the Bank.; and

(c) conducting foreign exchange spot and/or forward transactions.

2. Powers of Approving Signatories: the Approving Signatories listed in Part A portion of the Bank
Signature Card may from time to time, on behalf of and in the name of the Client:

(a) complete, execute and deliver any agreements, instructions, notes, forms, confirmations,
settlement instruments (such as cheque, bill of exchange, and etc), notices, certificates, fee
letters and other documents (whether in writing or through an electronic messaging or dealing
system or other channels) (the “Document(s)”) required by the Bank and / or the Client in
connection with the Transaction(s), accept terms and conditions in the Document(s) and/or take
any other action as the Approving Signatories may deem necessary or desirable in connection
with the Transaction(s) for and on behalf of the Client;
MAKER 1:……………………………………………………..

MAKER 2:.…………………………………………………….

CHECKER 1:…………………………….….........................

CHECKER 2:…………………………………………………

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 4 of 20
 (b) enter into the Transaction(s) (whether orally, in writing or through any electronic messaging,
communications, dealing system or other channels);

(c) provide binding instructions, notices or other directions in connection with the settlement or
performance of the Transaction(s) or the operation of the Account(s) (whether orally, in writing
or through any electronic banking services or channels) and/or take any other action which the
Approving Signatories may deem necessary or desirable in connection with the Transaction(s)
or the Account(s) for and on behalf of the Client;

(d) agree, amend, supplement, restate or replace the terms of any Document(s) referred to in the
foregoing;

(e) amend the list of Approving Signatories as specified in Part A portion of the Bank Signature
Card;

(f) appoint any affiliated company of the Client (or its representative) as the agent of the Client for
the purposes of any netting, aggregation, pooling arrangement or such other liquidity
management services (whether notional or actual) with the Bank and / or any affiliate of the
Bank to which the Client is a party and have the power to act on behalf of the Client to carry out
the purpose and intent of the foregoing resolutions. These arrangements, together with any
associated guarantee by the Client of the obligations of its affiliates participating with the Client
in such arrangements, including debit balances on their participating accounts, shall be in the
commercial interest and to the benefit of the Client; and

(g) otherwise bind the Client in accordance with the terms of, and to perform any act permitted to
be performed by an “Authorised Signatory” and/or “Authorised Person” (as such term is defined
in the Documents to which the Client is a party).

Exceptionally,

(h) the above excludes signing authority on confirmations with regard to foreign exchange forward
transaction;

(i) the above excludes signing authority on documents with regard to S2BX service unless the
signing purpose is to settle Transaction(s) made through S2BX service.

3. Approving Signatory’s power to sub-delegate to Authorised Signatories: The Approving

Signatories listed in portion A of the Bank Signature Card may from time to time, on behalf of and in
the name of the Client, appoint any person(s) or agent(s) as specified in Part B portion of Bank
Signature Card and/or in any other document (“Authorised Signatories”) to act on the Client’s
behalf to carry out the purposes and intent of the foregoing resolutions (excluding above 2(e) and
this paragraph 3) as well as amend or revoke any such delegation.

4. Ratification: Any action taken or omission of action by any person on behalf of the Client in
connection with the Transaction(s) or Document(s) prior to this Mandate be ratified, confirmed and
approved in all respects.

5. Duration: This mandate will remain in force unless and until the Client delivers to the Bank new
mandate revoking, amending or superseding these authorisations and the Bank has had a
reasonable opportunity to update its records.

MAKER 1:……………………………………..………………..

MAKER 2:………..…………………………………………….

CHECKER 1:…..………………………….….........................

CHECKER 2:…………………………………………………...

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 5 of 20
 Standard Chartered
The Letter Regarding Protection of Disclosure of
Personal Financial
Dear Sir / Madam / Client, or legally obtained by the Bank in the
We are grateful for your choice of Standard Chartered Bank process of offering banking services as
(China) Limited (the “Bank”). The Bank respects your and/or the requested by you or our client who is
Information Owner’s privacy related to the Personal Financial connected to you (e.g., you are a personal
Information1, and undertakes to keep the Personal Financial guarantor for the loan the Bank provides to
Information confidential in accordance with relevant laws. the client), including the identity informa-
However, due to the necessary demands of the Bank’s business tion, wealth information, account informa-
operation and management, the Bank may need from time to tion, credit information, financial trading
time to obtain, use and disclose to any third party your and/or the information and other personal financial
Information Owner’s Personal Financial Information2 for specific information in accordance with relevant
reasons and purposes3.
regulations and rules.
As required by regulatory authority, the Bank hereby issues
this Letter to seek your authorization on behalf of yourself 2. A third party refers to:
or the Information Owner regarding collection, storage, use
and external disclosure of the Personal Financial Informa- 2.1 Any Bank Member and representatives in any jurisdiction,
tion. Please carefully read the following Customer Authorization regardless whether it is located in the same jurisdiction of
and the relevant terms and conditions and ensure you have fully the Bank (together with the Bank, the “Permitted Parties”);
understood them. If you have any queries, you and/or the Any professional adviser, insurer or insurance broker or
2.2
Information Owner may request the Bank to make further service provider of the Permitted Parties who is under a
illustration and explanation for any terms, and if necessary, you duty of confidentiality to the Permitted Parties;
and/or the Information Owner may also seek independent
consultants’ opinions. 2.3 Any actual or potential assignee, novatee, transferee,
Customer Authorization participant or sub-participant in relation to any of the
Bank’s (including any branch) rights and/or obligations
I/We hereby authorize Standard Chartered Bank (China) under any agreement between you and/or the Information
Limited (the “Authorized Party”) to obtain, use and disclose Owner with the Bank (or any agent or adviser of any of the
my/our or the Information Owner’s Personal Financial foregoing);
Information, and use and further disclose it within the
permitted scope. 2.4 Any rating agency or direct or indirect provider of credit
If before giving the authorization I/we need notify the protection to any of the Permitted Parties;
Information Owner and/or any other third party or seek their 2.5 As required by any law or any government, quasi-govern-
consent or obtain any approval, I/we confirm I/we have ment, administrative, regulatory or supervisory body or
already notified or obtained such consent or approval. If authority, or tribunal with jurisdiction over any of the
my/our authorization or confirmation hereunder is Permitted Parties; or
unauthentic or misleading I/we shall be liable for any claim,
prosecution, compensation demand or similar complaint 2.6 Any other third party to whom you and/or the Information
raised by any third party (including any Information Owner) Owner has agreed to disclose.
against the Authorized Party, including without limitation
any legal fees and litigation costs incurred by the Autho- To the above, the Bank Member refers to Standard Chartered
rized Party. PLC or any of its Subsidiaries or its Holding Company or any
other Subsidiaries of that Holding Company and including head
Unless I/we revoke the Authorization in writing or on behalf
offices and branches of the foregoing. The Holding Company
of the Information Owner, the Authorization shall be
means, in relation to a company, a company in respect of which
ongoing effective.
such company is a Subsidiary. The Subsidiary means, in relation
This Authorization shall be legally binding. In case of any to a company, any other company which is Controlled, directly or
inconsistency between the provisions regarding obtaining, indirectly, by such company, or more than half the issued share
use and disclosure of the Personal Financial Information in capital of which is beneficially owned, directly or indirectly, by
this Authorization and the Service Terms and Conditions / such company, or which is a Subsidiary of another Subsidiary of
General Terms / Account Terms (depending on types of such company. For the purpose hereof, Control means where
customers) signed with the Authorized Party, this Authoriza- one entity (either directly or indirectly and whether by share
tion shall prevail. capital, voting power, contract or otherwise) has the power to
appoint and/or remove the majority of the members of the
Definitions and Descriptions governing body of another entity or otherwise controls or has the
1. Personal Financial Information refers to power to control the affairs and policies of another entity and such
your own information and/or (where you entity is taken to be Controlled by the first entity.
are a company) the information of other
natural persons related to you (such as the 3. The reason and purpose of the Bank’s
legal representative, shareholders, direc- obtaining, use and disclosure of your
tors etc. , hereinafter referred to as “Infor- and/or the Information Owner’s Personal
mation Owner”), which is informed by you Financial Information may be one or more
1 See Definition 1. than one of the followings:
2 See Definition 2.
3 See Description 3.

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 6 of 20
 The Letter Regarding Protection of Disclosure of
Personal Financial

3.1 To evaluate your and/or the Information Owner’s credit

status, to process loan, financing request or other banking
services;
3.2 To ensure the Bank can provide and maintain regular
banking services, e.g., the information storage or other
outsourcing services provided by any Related Company to
the Bank, debt collection agency or printing vendor etc.;
3.3 To ensure regular credit check and post-loan manage-
ment;
3.4 To assist other institutions to conduct credit checks and
collect debts;
3.5 To ensure ongoing credit worthiness of you and/or the
Information Owner;
3.6 To design financial products, financial services or related
products;

3.7 To market financial products, financial services or related

products, including but not limited to the marketing to you
and/or the Information Owner via brochure, telephone
calls, short message, fax and email;
3.8 To determine your and/or the Information Owner’s amount
of indebtedness owed to or by the Bank;
3.9 To collect and liquidate debts, including without limitation
the enforcement of creditor’s rights or security interests;
3.10 To disclose according to the laws binding on the Bank or
otherwise as required by any regulatory authority to which
the Bank is subject;
3.11 To disclose to the actual or potential assignee, or
participant or sub-participant in relation to any of the
Bank’s rights and/or obligations and their agents and
consultants so that they can evaluate the intended
assignment, participation or sub-participation, to facilitate
the Bank to re-allocate and transfer its asset in the
secondary market for a financial management purpose;
3.12 To disclose so that relevant information and data can be
consolidated from the perspectives of accounting, audit,
financial, tax and compliance in accordance with applica-
ble laws or exchange rules as the Bank’s group or any
related company is a listed company or an institution
particularly chartered;

3.13 To disclose to service providers who offers hubbing

processing and other outsourcing services to the Bank
which is an integral part of banking services;
3.14 To disclose to insurance companies, professional
consultants and audit agencies for risk diversification or
assessment purposes;
3.15 To disclose to rating agencies, insurance institutions and
credit protection providers which is necessitated by the
inherent design of relevant financial products; and
3.16 To disclose for other purposes relating to the above and
as agreed with you and/or Information Owner.
(This document is drafted in both Chinese and English, and the
Chinese version shall prevail in case of any inconsistency.)

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 7 of 20
 Standard Chartered
Account Terms

1. Introduction to You from persons who have duly authorised and

instructed their bankers to debit their accounts and transfer
1.1 The Standard Terms are incorporated into these Account the amount debited through a direct debit or other
Terms. appropriate clearing system to the credit of Your nominated
Account with Us.
2. Definitions 3.8 Your Deposit Representation: You represent and warrant
that You have full legal title to the Non-Cash Deposit and
Capitalised terms used but not defined in these Account accept full responsibility for the authenticity, validity and
Terms have the meanings set out in the Standard Terms. correctness of signatures, endorsements and particulars
“Account Opening Application Form” means Our appearing on the Non-Cash Deposit.
Application Form which You sign to open an Account. 3.9 Exclusion: Without affecting the Clause on Limitation of
“Cash Deposit” means a deposit made by cash or Liability in the Standard Terms, We are not liable for any
electronic transfer. Loss caused by any negligence, fraud or wilful misconduct
or the insolvency of any correspondent bank or Our agent.
“Collection” means for any Non-Cash Deposit the process
where We obtain or try to obtain payment in cleared and 3.10 Other bank’s Fees: You must pay any charges imposed
unconditional funds from the relevant drawer/payer and by any other bank on You or Us for any Transaction.
“Collect” has the corresponding meaning. 3.11 No grant of interest: You must remain the owner of all
“Deposit” means any deposit of money made by You or credit balances held in an Account, and must not grant any
on Your behalf into an Account. rights, security or other interest to any third party.
“Master Account” means an Account You designate for
Virtual Account Numbers to be credited. 4. Withdrawals
“Non-Cash Deposit” means a Deposit made other than by 4.1 Withdrawals: We will only allow a Withdrawal from an
cash or electronic transfer. Account where:
“Virtual Account Numbers” means virtual account (a) there are sufficient funds in the Account for the
numbers which We provide for You to assign to Your Withdrawal;
payers. (b) Your Payment Instrument is drawn and properly
completed in Our prescribed form; and
“Withdrawal” means any withdrawal or transfer made by
You or on Your behalf from an Account. (c) the Withdrawal is made in the Service Location where
the Account is maintained.
4.2 Stopping cheques: If You want Us to dishonour any
3. Deposits cheque that You have drawn on Your Account, You must
3.1 Cash Deposits: We will credit the relevant Account with an notify Us in writing and provide all relevant information. We
amount equivalent to any Cash Deposit. Any amount will try to stop or cancel the Transaction but will not be
standing to the credit of an Account is only repayable at the responsible if we cannot do so (including where the cheque
Service Location where such Account is maintained. has already been honoured).
3.2 Non-Cash Deposits: The amount of a Non-Cash Deposit
will be credited to the Account when presented to Us for 5. Overdrafts
Collection but You will not be entitled to Withdraw or
transfer the amount credited before We receive full and 5.1 No unauthorised overdrafts: Your Account must not be
final payment unless We otherwise permit. overdrawn. If You have an overdraft limit, You must not
exceed it.
3.3 Credit: We may, at Our discretion, give immediate credit
for Non-Cash Deposits up to a limit (specified by Us) and 5.2 Overdraft requests: Any overdrafts We approve for an
irrespective of whether or not We have received payment. Account may be subject to additional terms. Overdraft limits
may be cancelled at any time.
3.4 Uncleared Deposits: We may decline to credit Your
Account with the value of any Non-Cash Deposit received 5.3 Automatic overdrafts: If We allow Your Account to be
standing uncleared. In such event, We will return such Non- overdrawn without Notifying You, this Clause on Overdrafts
Cash Deposit to You or, if requested by You, re-present will apply.
such Non-Cash Deposit for Collection. 5.4 Repayment on demand: You must repay any debit
3.5 Debiting Your Accounts: We may treat any Non-Cash balance on an Account on demand.
Deposit where no value is received by Us within 14 days 5.5 Interest: We will charge You interest on all overdrafts.
(or such other time as may be agreed) as being unpaid. All Interest will accrue on a daily basis at the rate We Notify
charges incurred (including exchange rate differences, if You from time to time calculated in accordance with Our
any) will be for Your account. usual practice in the Service Location.
3.6 Deposit Slip: If the Deposit slip accompanying a Non-Cash
Deposit contains errors or omissions, We may amend the 6. Account Information
Deposit slip. Our amended version is conclusive for all
purposes. 6.1 Frequency and method: We will send You Account
statements and advices in accordance with Our usual
3.7 Direct Debit Collection Services: We will upon Your
procedures in the Service Location.
Instructions accept and act upon Your claims for payments

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 Account Terms

6.2 Verification of account information: You must check 11. Inconsistency

Your Account statements, confirmations and advices. You
must tell Us in writing of any mistakes within 30 days of the 11.1 If there is any inconsistency between:
document date. (a) these Account Terms and the Account Opening
Application Form, the Account Terms prevail; and
(b) these Account Terms and a Country Supplement, the
7. Interest on Credit Balances Country Supplement prevails.
7.1 We will pay You interest on your Account credit balances
where We have expressly agreed to do so. Any interest
payable by Us will be at the rate We Notify You or as
displayed at the branch at which Your Account is held.

8. Responsibility for Payment Instruments

8.1 Cheque books: You are responsible for cheque book(s)
sent to You in the mail even if someone else receives or
uses them.
8.2 Payment instruments: If We are liable under the Standard
Terms, Our liability is limited to the face amount of the
Payment Instrument. You are responsible for and agree to
indemnify Us on demand for any Loss We incur where We
acted on a Payment Instrument even if:
(a) someone else sent the Payment Instrument but it
appeared that You sent it;
(b) there was a mistake in the Payment Instrument; or
(c) there were delays when the Payment Instrument was
sent or received.

9. Virtual Account Numbers

9.1 Provision of Virtual Account Numbers: We may provide
You Virtual Account Numbers linked to a Master Account at
Your request.
9.2 Deposits credited to Master Account: Deposits made to
the Virtual Account Numbers will be automatically credited
to the relevant Master Account.
9.3 Account statements: We will send You Account
statements showing Deposits made by reference to the
Virtual Account Numbers.
9.4 Change of Master Account: You must notify Us in writing
if You wish to change a Master Account. You will give Us
reasonable time to act on such notice.

10. Suspension, Closure and Termination

10.1 Closure of Accounts
(a) We can close or suspend Your Account at any time
and will Notify You as soon as We can.
(b) We will close Your Account after We have received
Your notice in writing and We will pay You any credit
balance in Your Account after deducting any amounts
You owe Us.
10.2 Termination of the Agreement: After all Your Accounts
are closed, the Agreement is no longer effective except for
the Surviving provisions under the Standard Terms. Any
rights or obligations which have accrued on or before
Account closure are still effective.
10.3 Payments made after Closure: If We process a
Withdrawal after Your Account is closed, You agree to pay
Us such amount on demand.
10.4 Unclaimed Credit Balances: We will not pay You interest
on any unclaimed credit balance in a closed or suspended
Account or an Account We have listed as dormant.
10.5 Conversion of Account: We will inform You where We
convert one type of Account into another type of Account.

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 9 of 20
 Standard Chartered
Standard Terms

1. Definitions and Interpretations “Force Majeure” means, any:

(a) flood, storm, earthquake or other natural event;
1.1 Definitions:
(b) war, hostilities, terrorism, revolution, riot or civil disorder;
“Account” means any bank account (including any sub- (c) strike, lockout or other industrial action;
account You hold with Us.
(d) change in any law or any change in the interpretation or
“Affected Instruction” means an Instruction We think is enforcement of any law;
unclear, conflicting, incorrect, incomplete, unauthorised or (e) act or order of any Authority;
would breach any applicable law, order or sanction of any (f) order of any court or other judicial body;
Authority.
(g) restriction or impending restriction on the availability,
“Affiliate” means, in relation to a company: convertibility, credit or transferability of any currency;
(a) any of its Subsidiaries; (h) computer system malfunction or failure or any third party
(b) any of its Holding Companies; or interference with a computer system;
(c) any other Subsidiary of any such Holding Company, (i) error, failure, interruption, delay or non-availability of any
including head offices and branches of the above. goods or services supplied to You or Us by a third party;
or
“Agreement” means the contract between the Parties (j) other circumstance beyond Our reasonable control.
comprising of these Standard Terms, the relevant Country
Supplement, the relevant Service Supplements and any other “Holding Company” means, in relation to a company, a
terms and conditions agreed between the Parties. company in respect of which the first named company is a
Subsidiary.
“Application Form” means an application form We provide
or make accessible to You in which You apply to Us for any “Insolvency Proceedings” means any corporate action,
Service (including a supplemental application form). legal proceedings or other step in relation to:
“Authorised Person” means any person You designate in (a) suspension of payments, moratorium of indebtedness,
bankruptcy, winding up, dissolution, administration and
writing as having the authority to act on Your behalf.
reorganisation (other than a solvent liquidation or
“Authority” means any government, quasi-government, reorganisation) or composition or arrangement with
administrative, regulatory or supervisory body or authority, creditors;
court or tribunal with jurisdiction over Us or a Bank Member. (b) the appointment of a liquidator (other than in respect of
“Banking Day” means a day when banks are open for a solvent liquidation), receiver, administrator or similar
general banking business in the Service Location. officer in respect of You or any of Your assets;
(c) expropriation, attachment, sequestration, distress or
“Bank Member” means Standard Chartered PLC or any of its execution affecting any of Your assets or the
Affiliates . enforcement of any security over Your assets; or
“Channel” means any system, medium or channel (including (d) any analogous procedure or step in any jurisdiction.
internet, telephone, SWIFT Message, Mobile Device, fax and
“Instruction” means instructions in relation to any Account,
email) which enables You to access and use the Services.
Transaction or Service which:
“Client Group Member” means You or any of Your Affiliates. (a) contain the information We require to carry out the
“Client ID” means the unique means of identification (in the instructions;
form or a combination of a password, PIN, personal (b) We receive via any Channel as agreed by Us; and
identification or an Electronic Key) assigned to or selected by (c) We believe in good faith has been given by an
You. Authorised Person and are transmitted with such testing
“Client Systems” means any communication line, modem or authentication as We may specify,
connection or other facilities, software, hardware, Mobile and “Instruct” has the corresponding meaning.
Devices or equipment provided and used by You to transmit
or receive any information. “Intellectual Property Rights” means any rights in tangible
and intangible intellectual and industrial property existing
“Control” means where one person (either directly or anywhere including any invention, patent, design or utility
indirectly and whether by share capital, voting power, contract model rights, logo, copyright, trade mark, service mark,
or otherwise) has the power to appoint and/or remove the database right, topography right, commercial or confidential
majority of the members of the governing body of another information, know how or trade secret and any other rights of
person or otherwise controls or has the power to control the a similar nature or effect whether or not registered and the
affairs and policies of that other person and that other person right to apply for them.
is taken to be “Controlled” by the first person.
“Losses” means any losses, damages, demands, claims,
“Country Supplement” means each country supplement for liabilities, costs (including legal costs) and expenses of any
a Service Location. kind (including any direct, indirect or consequential losses,
“Digital Certificate” means an electronic device used to loss of profit, loss of goodwill and loss of reputation) whether
verify identity or protect electronic messages. or not they were foreseeable or likely to occur.

“Electronic Keys” means a smart card, security token, “Malware” means any malicious or destructive software
electronic key or other similar authentication or verification which may be hostile, intrusive or disruptive, including viruses,
device in any form. worms, trojans, backdoors, spyware or keyloggers.

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 Standard Terms

“Mandate” means Your corporate authorisation setting out “Straight2Bank Web” means Our internet-based Channel.
the Authorised Persons’ authority to act on Your behalf.
“Subsidiary” means, in relation to a company, any other
“Mobile Device” means any mobile communication device company:
which a User or Authorised Person designates for accessing a (a) which is Controlled, directly or indirectly, by the first
Service. named company;
“Notify” means Our disclosure to You of information by any (b) more than half the issued share capital of which is
of the following methods: beneficially owned, directly or indirectly, by the first
(a) verbally; named company; or
(b) handing over by Our officer; (c) which is a Subsidiary of another Subsidiary of the first
named company.
(c) in writing by post, fax or email; and
(d) posting on Our Website, “SWIFT Message” means electronic communications (which
may contain Instructions) sent using the messaging services
and “Notified”, “Notifying” and “Notification” have provided by the Society for Worldwide Interbank Financial
corresponding meanings. Telecommunication SCRL
“Parties” means You and Us. “System Materials” means all User Guides, Software,
“Payment Instrument” means any cheque, traveler’s cheque, hardware, Electronic Keys, card readers, Digital Certificates
demand draft, cashier’s order, money order, postal order or and all other equipment, materials or documentation on any
other similar instrument. media made available to You.

“Personal Information” includes Your name, address, “Tax” means any tax, levy, impost, duty or other charge or
taxpayer identification number, other form of identification and withholding of a similar nature (including any associated
that of Your direct or indirect beneficial owners, beneficiaries, penalty or interest payable), whether required by law or
controlling persons or their respective Relevant Data Subjects. pursuant to an agreement between Us and any Authority.

“PIN” means a secret number code unique to a User or a “Transaction” means any transaction:
particular Electronic Key. (a) made between the Parties;
“Relevant Data Subject” means any person: (b) effected by Us on Your Instruction; or
(a) named in or who executes an Application Form or a Set- (c) made between You and any other party
Up Form; and “Transacting” have the corresponding meaning.
(b) who is Your director or officer; “Transaction Terms” means the terms which govern each
(c) who is Your Authorised Person; or Transaction.
(d) specified by Us as such. “User” means anyone You authorise to use any Service on
“Report” means, in relation to any Account, Transaction or Your behalf.
Service, any data, report, statement or information requested “User Guides” means the operating and procedural guides,
by You. manuals or technical specifications provided to You in
“Restricted Party” means a person with whom a national of connection with an Account or a Service.
the United States or Member State of the European Union “User ID” means the unique means of identification (in the
would be prohibited or restricted by law from Transacting. form or a combination of a password, PIN, personal
"Sanctions" means the economic sanctions laws, regulations, identification or a Electronic Key) assigned to or selected by a
embargoes or restrictive measures imposed by the User.
governments of the United States, the European Union or any “Website” means the internet platform or website through
of its Member States. which a Service is made available to You.
“Security Procedures” means any instructions, “We”, “Our” and “Us” means the Bank Member identified in
recommendations, measures and procedures concerning the relevant Application Form as the provider of the relevant
security or authentication issued or made available to You. Service(s) in the relevant Service Location.
“Service” refers to any banking facilities, Channel(s) “You”, “Your” and “Yours” mean the person identified in the
functions and product and financial services We provide to relevant Application Form as the client receiving the relevant
You (whether or not related to an Account) including any Service(s) in the relevant Service Location.
ancillary activities, Transactions or services in connection with
the foregoing. 1.2 Rules for Interpretation
(a) References to certain general terms: Unless
“Service Level Agreement” means the procedural and
expressly stated otherwise in these Standard Terms:
operational requirements for a Service as agreed between the
Parties. (i) a reference to a person includes such person’s
executors, administrators, successors, substitutes
“Service Location” means the country or territory in which (including by novation) and assigns;
We operate and provide Services to You as identified in the (ii) a reference to a document includes any variation or
relevant Application Form. its replacement;
“Service Supplement” means Our terms applicable to a (iii) “person” includes an individual, a partnership, a
Service You have selected. body corporate, an unincorporated association, a
government, a state, an agency of a state and a
“Set-Up Form” means a form setting out the set-up options
trust;
You require for a Service.
(iv) the word “law” includes common law, principles of
“Software” means any software that We or Our supplier has equity and laws made by parliament;
supplied to You. (v) a reference to a law includes any regulation, rule,
“Software Licence” means any licence granted to Us or You official directive, request, guideline, sanction,
in connection with the Software. embargo or restrictive measure (whether or not
having the force of law) of any Authority and any
“Standard Terms” means these standard terms.

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 Standard Terms

interpretation, application or enforcement of such (b) We may disclose information provided by You or relating
law; to You under a common Channel(s) set-up, to any Client
(vi) the word “including” when listing examples, does Group Member.
not limit the list to such examples or examples of a 2.3 You are responsible for any Electronic Key, Client ID, User ID,
similar kind; Digital Certificate or Mobile Device We provide to You or
(vii) a gender includes all other genders; which You use to access a Service or to communicate with Us
(viii) the singular includes the plural and vice versa; electronically or to give Us Instructions.
(ix) “writing” includes email, fax transmission or other 2.4 You shall be responsible for all Transactions that are
electronic means of communication legibly received automatically processed while We are complying with Your
and “written” has the corresponding meaning. request to turn off Your User’s access to Our System
(b) Headings: Headings in these Terms are for Materials.
convenience only and do not affect their interpretation.
3. Our Responsibilities
2. Your Responsibilities
3.1 In providing the Services, We will:
2.1 You must: (a) use reasonable care and skill;
(a) follow the User Guides and Our instructions relating to (b) provide You with a revocable, royalty-free, non-
any Service and any Security Procedures; exclusive, non-transferable Software Licence, if required
(b) follow all applicable laws; for the Services;
(c) provide Us with accurate and up to date information, any (c) use reasonable endeavours to re-establish any selected
information and documents We reasonably request Channel under Our control which is interfered with or
(including Personal Information We are required to becomes unavailable or provide You with alternative
provide under any agreement between Us and any facilities as soon as We can;
Authority) and notify Us immediately of any changes; (d) take all reasonable measures to prevent unauthorised
(d) get the consent of Relevant Data Subjects to Our access to any Channel We control except for the
collection, holding, storing, use, processing, transfer, matters referred to in Your Responsibilities;
disclosure and reporting (directly or indirectly) to any (e) send You Reports You select in a Set-Up Form. For any
Authority of their Personal Information in accordance Service not listed in the applicable Application Form,
with this Agreement or as We may Notify You; Reports will be governed by their Transaction Terms;
(e) ensure that neither You nor any Client Group Member or (f) accept anyone who uses Your Electronic Keys, Client
persons associated directly or indirectly with You or any IDs, User IDs or Digital Certificates as being authorised
Client Group Member is a Restricted Party or has by You to do so; and
received notice of or is aware of any action, investigation (g) not be responsible for providing you independent legal,
or similar action against it with respect to any Sanctions
tax, accounting, security and other advice in relation to
and that no Service or Transaction (nor proceeds of the any Account, Service, Transaction or Agreement with Us
same) has or will be utilised either directly or indirectly and We do not owe You any advisory, fiduciary or
for the benefit of any Restricted Party or in any manner
similar duties.
that would result in any Client Group Member or Bank
Member or agent thereof being in breach of any
Sanctions (if and to the extent applicable to them) or 4. Instructions
becoming a Restricted Party;
4.1 Replacing a Mandate: We need 7 Banking Days from Our
(f) keep the Systems Materials, the Client Systems, Client
receipt of Your new Mandate to update Our records. We will
ID and User ID and all information relating to the
continue to rely on the existing Mandate until then.
Services secure and confidential so that only Your Users
and Authorised Persons have access to them; 4.2 Incomplete and inconsistent Instructions: We may act on
(g) notify Us immediately if any System Materials, Client ID incomplete or inconsistent Instructions if We reasonably
or User ID are lost, damaged, misused or used by any believe We can correct or clarify such information without
unauthorised person and inform Us immediately of any referring to You.
failure to comply with Security Procedures or any 4.3 Refusing to act: We may not process Your Instruction if:
suspected problems with any Channel and help Us with
Our reasonable requests to fix any problems; (a) We consider it an Affected Instruction;
(h) take all reasonable measures to detect and prevent (b) the Security Procedures appear to have been breached
unauthorised access to the Services and implement and or cannot be executed;
maintain appropriate and robust processes and controls (c) We have a valid reason for doing so; or
that detect, prevent, remove and remedy threats to the (d) processing it may result in an unauthorised overdraft.
introduction of any Malware into Client Systems, System
Materials or Channels; 4.4 Payment Instructions: You authorise Us to send Your
payment Instructions. You also authorise Us, any Bank
(i) ensure Users and Authorised Persons do not share or Member or any third party who receives such Instructions to
disclose their relevant User ID or access a Service from act on them as if You had sent the Instructions directly to
a public internet access device or personal shared them.
computer which You cannot ensure is secure;
(j) ensure You have the necessary hardware, software and 4.5 Notice: If We cannot process Your Instruction, We will Notify
systems for using any Channels; and You as soon as We can.
(k) comply with the terms governing any Channels, 4.6 Stopping a Transaction: We will try to stop or cancel a
Services or System Materials not controlled by the Bank. Transaction when You ask Us to but We will not be
responsible if We cannot do so.
2.2 You confirm that:
(a) any User identified in the Set-Up Form is authorised to
receive Services and act on Your behalf and You will
notify Us immediately if anything changes; and

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 Standard Terms

5. Notices and Communications (a) agreeing, supplementing, restating or varying the terms
of the Agreement, including the addition or removal of
5.1 Form of notices and communications: Notices and any Service; and
communications must be legible and sent to the designated (b) instructing Us to include You in a common Channel(s)
department at the last notified contact details. set-up created for all or certain Client Group Members
5.2 When notices and communications to You are effective: and appointing any of Your Affiliates as an agent on
Unless otherwise provided, Our notices and communications Your behalf (including appointing any successor),
to You are effective if: You are bound by the actions of Your Authorised Person.
(a) sent by fax, at the time shown on the transmission report
as being successfully sent; 7.2 Termination of Authorised Person’s authority:
(b) delivered personally, at the time of delivery; You may terminate an Authorised Person’s authority by
notifying Us in writing.
(c) sent by post, 5 Banking Days after posting; and
(d) sent by any other Channels as Notified by Us, at the
time effected. 8. Amounts, Expenses and Debiting Accounts
5.3 When notices and communications to Us are effective: 8.1 Amounts and expenses: You must pay Us without set-off,
Your communications are effective when We actually receive deduction or counterclaim:
them. (a) any fees or amounts due or payable under the
Agreement, for any Transaction or as Notified by Us;
5.4 Verbal or electronic Instructions and communications:
and
(a) We can act on Your Instructions or communications
(b) any expenses or Losses We incur in connection with the
received verbally or through any Channel if We believe
Agreement or for any Transaction.
them to be genuine and complete. We may require Your
confirmation prior to acting on such Instructions. 8.2 Clawbacks: We may cancel, reverse or debit any payment
(b) You bear any risks in sending Your Instructions or We make under the Agreement or for any Transaction
communications verbally or through any Channel. (including any interest paid):
(a) to correct a mistake;
5.5 Recording of telephone conversations: Subject to any
applicable law, We may record Our telephone conversations (b) where We have not received cleared and unconditional
with You and use the recorded conversations or transcripts in funds in full or promptly;
any dispute in connection with the Agreement. (c) where We are required to return the funds to the
relevant payer or drawer; or
(d) where We have reasonable grounds for doing so.
6. Digital Signatures and Electronic Contracts
8.3 Debiting Your Accounts: We may:
6.1 Digital signature: Instructions and communications digitally
(a) debit any amount due or payable under the Agreement
signed and supported by a Digital Certificate or Electronic Key
or for any Transaction from any of Your Accounts with
will have the same legal effect, validity and enforcement as if
Us at any time; and
signed in writing.
(b) charge interest on any amount due under the
6.2 Electronic contracts enforceable: You are satisfied that Agreement or for any Transaction at a rate We
electronically executed contracts are enforceable and with all reasonably decide from the due date to Your actual
the legal risks associated with such contracts. payment date.
6.3 Use of Mobile Devices: (a) Our mobile banking functionality
allows Your Users or Authorised Persons to view Reports or 9. Arrangements with Financial Institutions
authorise Instructions on Straight2Bank Web via a Mobile
Device; (b) When authorising Transactions via a Mobile 9.1 We may enter into fee and information sharing arrangements
Device, Your Authorised Persons may not be able to view the with a financial institution or a Bank Member. We may
full details of the underlying Transaction at the time of disclose information relating to You to such persons. If You
authorisation. You bear any risks arising from any Instructions ask, We will give You details of such arrangements.
authorised through a Mobile Device (including the risk of
fraud).
10. Indemnity and Limitation of Liability
6.4 Websites:
(a) For more efficient access to Our internet-based 10.1 (a) General exclusion of liability: We are not liable for any
systems, We may put “cookies” temporarily on Your Loss that You suffer or incur in connection with any:
computer. You may disable the cookies, but in doing so, (i) Service, Channel, System Materials or Transaction;
You may not be able to access all of Our Services. (ii) act or omission on Our part; or
(b) Some links on Our Website lead to websites not under (iii) Force Majeure event,
Our control. We are not responsible for such websites
whether the Loss arises out of breach of contract, a tort,
nor for their content.
under statute or otherwise. We remain liable for Your
(c) For hyperlinks to Our other Websites, the terms of such direct loss caused by any fraud, gross negligence or
other Websites apply. If there are no terms, the wilful misconduct on Our part but exclude any liability for
Agreement applies. indirect or consequential losses or loss of profit whether
or not they were foreseeable or likely to occur.
7. Authority of Your Authorised Person (b) Monetary Limitation: In relation to Services accessed
through a Channel, Our total liability for any claim for
7.1 Acts of Authorised Person:
any Losses arising from failure or disruption of such
Unless You advise Us in writing otherwise (and We Channel in any calendar year shall not exceed the
acknowledged such advice), an Authorised Person shall have higher of the total sum of the Service charges paid by
the authority to give Instructions, sign any document and You for the 90 days before the date of such Loss or
perform any act on Your behalf including: US$100,000.

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 Standard Terms

10.2 Your indemnity: You indemnify Us on demand against any (including varying the date for payment of any amount by Us
Loss arising from or incurred by Us in connection with: to You and making currency exchanges).
(a) Our providing any Service to You;
(b) You or Your Authorised Person not complying with any 14. Currency Conversion
obligation under the Agreement;
(c) Our acting or declining to act on Your Instructions; and 14.1 We may make currency conversions in respect of any amount
received by Us from You or due to You from Us or arising
(d) Our holding any security or dealing with any secured
from Your Instructions using Our applicable prevailing
asset.
exchange rate. You must pay Our usual charges for such
(e) Our making currency conversions in accordance with conversion.
the Agreement; and
(f) any Tax payable by Us on, or calculated by reference to
any amount paid or payable by or to You under the 15. Taxes
Agreement (excluding any Tax payable by Us by 15.1 If You are required to deduct any Tax from a payment to Us,
reference to Our net income received or receivable by You must increase the amount payable so that We receive the
Us). amount We would have received if no deduction had been
This indemnity is independent of Your other obligations under required.
the Agreement and continues after such Agreement ends.
15.2 If We are required to deduct any Tax from a payment to You,
10.3 Other limitations of liability: Any other limitation of liability We do not have to increase the amount payable so that You
contained in any Service Supplement is in addition to and receive the amount You would have received if no deduction
does not limit this Clause. had been required. Each Party agrees to deduct the amount
10.4 Documents for transmission to third parties: You are for the Tax, pay the Tax to the relevant Authority in
responsible for any document or data You provide Us for accordance with applicable law or agreement and give the
transmission to third parties and We are not responsible for original receipts to the other Party.
and have no duty to review such documents before
transmission. 16. Termination and Suspension
10.5 Notification to Us: You must notify Us in writing within 6 16.1 Termination by either Party: Either Party may terminate
months of becoming aware of the material facts of any claim the whole or any part of a Service, or the Agreement, by
You have against Us, failing which, You waive all Your rights giving the other Party 30 days prior written notice.
to claim against Us.
16.2 Termination by Us: We may terminate the whole or any
part of a Transaction, Service or the Agreement,
11. Disclosure of Information immediately without prior notice:
11.1 We will keep information, including Personal Information, (a) if You breach any term of the Agreement or any
provided by You or relating to You confidential except that We other agreement between the Parties;
may disclose such information to: (b) if You are the subject of any Insolvency Proceedings
(a) any Bank Member; in relation to all or any part of Your revenue or
(b) any Bank Member’s service provider, insurer or assets;
insurance broker or professional advisor who is under a (c) if it is or is likely to become unlawful for either You
duty of confidentiality to the discloser; or Us to perform our respective obligations under
(c) any actual or potential participant, sub-participant or the Agreement;
transferee of Our rights or obligations under any (d) if complying with the Agreement may cause Us to
Transaction between the Parties (or any of its agents or breach a regulatory requirement or any agreement
professional advisors); or between Us and any Authority or Our policy
(d) any rating agency, or direct or indirect provider of credit associated to any applicable law or order or
protection. sanction of any Authority; or
We, any Bank Member or third party referred to above may (e) upon the occurrence of any circumstance affecting
transfer and disclose any such information as required by law You or the Service which We reasonably consider
or by any Authority or by an agreement between Us and any exceptional.
Authority. 16.3 Our suspension: We may suspend a Transaction and/or
Service at any time. If We do, We will Notify You as soon
as practicable.
12. Dealings
16.4 Your request to suspend: We will suspend the whole or any
12.1 No dealings by You: You may not assign, novate, transfer or part of a Service on Your request in writing.
otherwise deal with Your rights or obligations under the
Agreement without Our consent. 16.5 Instructions prior to termination or suspension: Any
Instruction given or any Transaction made prior to or at the
12.2 Dealings by Us: We may assign, novate, transfer or time of termination or suspension will not affect a person’s
otherwise deal with all or any of Our rights and/or obligations accrued rights and liabilities unless otherwise agreed.
under the Agreement without any person’s consent. You must
comply with Our reasonable requests to give effect to the 16.6 Surviving provisions: The provisions relating to clawbacks,
same including giving Your consents and signing documents. indemnities, limitation of liability, disclosure of information, set-
off, currency conversions, taxes, return or destruction of
materials, governing law and jurisdiction and the provisions
13. Set-Off under the heading, “General” survive termination of any
Agreement.
13.1 We may set-off any amount You or any of Your Affiliates owe
Us or any of Our Affiliates (whether or not due for payment) 16.7 Force Majeure: We may suspend providing any Service until
against any amount We owe You under the Agreement or any a Force Majeure event has ceased.
amount in any Account You hold with Us. We may do
anything necessary to effect such set-off under this Clause 16.8 Return or destruction of materials: Upon termination of the
Agreement or closure of an Account, You must:

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 Standard Terms

(a) return any materials relating to the Service We gave appoint a new agent for You. We will Notify You of the name
You; and and address of the replacement agent.
(b) promptly follow Our reasonable instructions in
connection with terminating the Service or closing the
Account and certify to Us in writing that it has been done
20. General
and sign and return any document We reasonably 20.1 Our agents: We may employ independent contractors and
request. agents (including correspondents) to perform any of Our
obligations or a Service.
17. Partnerships 20.2 Service Level Agreement: Unless otherwise agreed, a
Service Level Agreement has no legal effect.
17.1 Liability: For partnerships, all partners (on a joint and several
basis) are bound by the Agreement, and liable for all debts 20.3 Intellectual Property Rights: All Intellectual Property Rights
and other liabilities owed by You to Us even if there are any in the System Materials or any Website remain vested in Us or
changes in Your partnership or You implement a name any licensor or other person We have contracted with. You
change. must not change, decompile, reverse engineer or make
copies or derivative works of any Software or interfere with
17.2 Cessation as partner: Any person who stops being a partner any Systems Materials or information stored on it or transfer,
for any reason remains liable for all debts and other liabilities share or sub-license the Software or any System Materials or
You owe Us which have accrued up to and including the date copy them without Our prior written consent.
that such person ceases to be a partner.
20.4 No breach: Nothing in the Agreement obliges Us to do or omit
17.3 Continued dealings: Unless You tell Us otherwise in writing, to do anything if it would or might in Our reasonable opinion
We may treat the remaining and/or new partners as having full constitute a breach of Our policy or any applicable law or
authority to act on Your behalf. order or sanction of any Authority.
17.4 Notification of changes: You must promptly notify Us in 20.5 Exclusions: Except as expressly set out in the Agreement,
writing of any change in Your partners or name change. the Services and the System Materials are provided on an “as
is” and “as available” basis and all terms, conditions and
18. Governing Law and Jurisdiction warranties express or implied by law relating to the Services
or the System Materials including but not limited to quality,
18.1 Governing law availability, security and fitness for purpose are excluded to
The contractual relationship between the Parties relating to: the extent permitted by applicable law.
(a) opening and operation of Accounts, is governed by the 20.6 Banking Day: We will only act on any Instruction or perform
laws of the Service Location in which an Account is any Service on a Banking Day in the Service Location.
maintained;
20.7 Records and certificates and other information being
(b) Services (other than Services relating to the opening conclusive: All Our records of Your Instructions or reports,
and operation of Accounts) provided to a Client Group certificates and other information We provide You are based
Member in one Service Location, is governed by the on Our records and are conclusive in the absence of manifest
laws of that Service Location; and error. Any rate, price or an amount owing to or by You as
(c) Services (other than Services relating to the opening Notified by Us is conclusive in the absence of manifest error.
and operation of Accounts) provided to Client Group
Members in more than one Service Location, is 20.8 Entire agreement and non reliance: The Agreement is the
governed by the laws of England, starting from when the entire agreement between the Parties about its subject matter
Services are provided or are to be provided in the and replaces all previous agreements between the Parties on
second Service Location, but not retrospectively and that subject matter and You have not relied on any oral or
continue to apply even if the number of Service written representation or warranty made, or purportedly made,
Locations reduces to one. by Us or on Our behalf except as set out in such Agreement.

18.2 Jurisdiction 20.9 Inconsistency: If there is any inconsistency between:

(a) The Parties submit to the non-exclusive jurisdiction of (a) these Standard Terms and the relevant Service
the courts of the jurisdiction whose governing law Supplements or any other terms and conditions referred
applies. to in any Application Form, the latter prevails;
(b) In addition to Our rights under sub-paragraph (a) above, (b) these Standard Terms and the relevant Country
We may take enforcement action in any jurisdiction Supplement, the Country Supplement prevails; and
where You perform Your business or have any assets. (c) the English version of the Agreement and any
translations, the English version prevails.
18.3 Waiver of immunity: You irrevocably waive any sovereign
and other immunity You may have in any jurisdiction from 20.10 Changes: We may change the Agreement or any Service
legal proceedings, attachment before or after judgment or and will Notify You of such change and the effective date
execution of judgment. of such change.
20.11 Severability: If any term of the Agreement is invalid,
19. Process Agent unenforceable or illegal in a jurisdiction, only that term is
severed for that jurisdiction.
19.1 Appointment of agent: If We request, You will irrevocably
appoint a process agent as Your agent to receive any 20.12 Cumulative rights: The Parties’ rights under the Agreement
document in a court action in connection with the Agreement are in addition to any other rights, independent of the
and notify Us of the name and address of the agent. If You fail Agreement.
to appoint such agent within 7 Banking Days, We may appoint 20.13 Exercise of rights: If We do not exercise a right or remedy
a process agent for You and Notify You. under the Agreement, We may still exercise it later.
19.2 Replacement agent: If that person is no longer Your agent 20.14 Counterparts: The Agreement may consist of a number of
for that purpose, a replacement agent must be appointed copies, each signed by one or more Parties to such
immediately and You must notify Us of the replacement Agreement. Such signed copies form one document.
agent’s name and address. If you fail to comply, We may

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 Standard Terms

20.15 Third party rights: Unless stated otherwise in the

Agreement:
(a) a person not a party to the Agreement has no right to
enjoy or enforce any benefit under it; and
(b) the consent of any person not a party to the Agreement
is not required to amend such Agreement.

21. Intermediaries
21.1 If You are an intermediary acting for a third party, You:
(a) represent to Us that You have:
(i) satisfactorily performed all know-your-customer and
other anti-money laundering checks in accordance
with any applicable law or any act or order of any
Authority and Your internal policies (including
verification of the third party’s identity and source of
funds and nature of such third party’s transactions);
and
(ii) appropriate processes to detect and report any
suspicious activity involving the third party; and
(b) will keep the information obtained under sub-paragraph
(a) above up to date.

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 Standard Chartered
Country Supplement
(China)

For Services provided to You in or into China, the Agreement will be (c) The Customer authorizes the Bank to engage any
amended as follows: company duly licensed "Delivering Company" to
deliver Documents, in terms of which the employees of
Capitalised terms used but not defined in this Country Supplement
Delivering Company or his agent shall not be deemed
have the meanings set out in the Agreement.
as Bank’s employees.
(d) Customer agrees the Bank is under authorization of
Account Terms Country Supplement the Customer to engage Delivering Company to deliver
Documents. As the agent of the Customer, regardless
of delivering fees being paid by the Bank or Customer,
1. Clause (Stopping cheques) shall not apply. and whether or not the Customer takes the delivery of
Documents, all liabilities, risks and losses in
2. Cheque Services connection with Documents Delivery shall be borne by
(a) You are strictly prohibited from issuing cheques that are the Customer, including without limitation, (i) the delay,
eventually dishonoured for insufficient funds in Your Ac- loss or destruction of Documents in the procession of
count (each a "Dishonoured Cheque") and You will not Delivering Companies; (ii) any unauthorized disposition
sign or issue cheques using a signature or company or usage of Documents by Delivering Company or any
seal that differs from Your specimen signature or com- third party after Documents handed over to Delivering
pany seal provided to Us. Company; (iii) any fraud, negligence, or any other act
(b) If You issue a Dishonoured Cheque or sign a cheque or omission on the part of the Delivering Company or
using a signature or company seal that differs from Your any of its employees or agents; or (iv) any losses
specimen signature or company seal without fraudulent incurred as results of any matters beyond the Bank’s
intention, You will be subject to a penalty imposed by control or out of Bank’s office.
the People’s Bank of China of the higher of 5 per cent of (e) The Customer shall indemnify the Bank for any loss,
the face value of the cheque or RMB1000. damages, litigation, liabilities, cost (including full
(c) If You issue, within a period of 1 year, 3 or more Dis- indemnity of legal cost) and other expense incurred or
honoured Cheques or cheques using a signature or suffered by the Bank in connection with Documents
company seal that differs from Your specimen signature Delivery.
or company seal, We have the right to refuse payment
on the cheques and to stop providing cheque services to (f) Bank may provide above mentioned Documents
You or all settlement services. Delivery Service at written request of the Customer
(affixed with Customer’s company/unit chop). And the
3. All disputes under the Agreement will be submitted to the Bank may terminate such service at any time. The
People’s Court of the locality where the Account is opened service can also be terminated by the Customer with a
and maintained. prior written notice to the Bank. Where the service is
not approved by the Bank or is cancelled by the Bank
or the Customer, the Customer shall take delivery of all
Standard Terms Country Supplement and any documents at Bank’s counter.

1. The Agreement will be written in Chinese and/or English. Vendor Prepay Service Supplement (Buyer)
Despite Clause (Inconsistency), in the event of inconsis-
1. Clause 1.2 shall be amended to read as follows:
tency, the Chinese prevails.
“1.2 Under the Vendor Prepay Service, You hereby authorize
Us at Our own discretion to make prepayment on Your behalf
to Selected Vendors from whom You are purchasing on open
2. The following supplementary terms ("This Supplement") are account terms. You agree that We may enter into any terms
applicable to all Customer’s original documents to be deliv- and conditions in connection with the prepayment, by way of
ered from Standard Chartered Bank (China) Limited (the purchase of assignment of receivables, as We deem appro-
"Bank") to customers (the "Customer") (this service hereinaf- priate with Selected Vendors”.
ter referred to as "Documents Delivery"), including without
limitation: trade and freight documents, payment instruments, 2. A new sub-Clause (e) shall be inserted under Clause 3.4 as
contracts, letters of credit, bonds/guarantees, blank bills or follows:
certificates, Customs Declarations, foreign exchange reporting “(e) hereby acknowledge and confirm that so long as You
bills (collectively "Documents"): send us messages for Accepted Invoice File or Payment File
(a) The Bank may from time to time advise the Customer in connection with Trade Payables for Selected Vendors, You
any variations of or exceptions to the types of shall be deemed to have received the Notice of Assignment of
Documents to which This Supplement can be applied. Trade Receivables of Selected Vendors in respect of their as-
signment to Us of all their receivables from You and all other
(b) The Customer hereby authorizes the Bank when the rights, title, interest and benefit to and in the same and to have
Bank deems appropriate to deliver documents in agreed to arrangement contained therein.”
accordance herewith to the address of the Customer
kept with the Bank, without any further permission or 3. A new sub-Clause (f) shall be inserted under Clause 3.4 to
authorization of the Customer. The Customer may read as follows:
serve a notice bearing his company chop or unit chop “(f) irrevocably agree and undertake to pay Us, in the Collec-
to the Bank to advise any of his new address or tion Account or any other account designated by Us, the full
change of the address. amount of the Accepted Invoice File/Payment File and that we
are entitled to receive such payment from You and/or debit

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 17 of 20
 Country Supplement – China

such amount from the Your account(s) with Us notwithstand-

ing (1) any stop payment order or notice of fraud, forgery or
other deficiency from You, or any other demand, notice, order
or direction from You or any other person; (2) the occurrence
of any insolvency or bankruptcy event or procedure in respect
of any Selected Vendors; or (3) any right of setoff or deduction
which You may have against any Selected Vendors; (4) any
deficiency or non-conformity in any document presented by
Selected Vendors in connection with the Assigned Payables,
including deficiency or non-conformity in documents that arise
as a result of Your not informing Us that the underlying trans-
action has been amended or terminated.”

© Copyright 2017/04 Standard Chartered Bank. All rights reserved. AOP_onshore_EN_2017V1 Page 18 of 20
 Standard Chartered
SME Country Supplement
(China) (Effective from May 30th, 2014)

If You are an SME client, in addition to any amend- to (i) the application, maintenance, use of any
ment in the applicable Country Supplement, the bank products and/or services; (ii) require-
Agreement will be further amended as follows: ments stipulated by any laws, regulations and
Authorities (including but not limited to those
Supplement to Account Terms laws, regulations and Authorities in the jurisdic-
tions where the account is opened, or where a
1. Below clauses shall be added as clause 12 of Ac- remittance is originated from or made to, and
count Terms: where any Bank Member is situated); and/or
(iii) Bank Member’s internal policies, manage-
“12. Important information ment requirements or business decisions.

12.1 We shall have the right to request You by 12.2 You shall, upon receipt of the aforesaid notice,
appropriate notice (in written or other immediately provide the Important Information
methods) from time to time to provide, sup- to us within such period and in such contents
plement, confirm, update the following in- and manners as required by such notice. You
formation (collectively, “Important infor- shall ensure authenticity, validity, accuracy and
mation”) pertaining to any Bank products completeness of the Important Information and
and/or services (including but not limited to that there exists no omission, concealment or
any withdrawal, deposit, fund transfer, re- misleading information.
mittance and other account service, bank
card service, electronic banking service): 12.3 You agree that, if without reasonable caus-
(a) Your basic information (including but not lim- es, You fail to provide, supplement, con-
ited to name, articles of association, registered firm, or update the relevant Important In-
address, business address, correspondence formation within the period requested by
address, contact information, business license, Our notice， We shall have the right, upon
other approvals and certificates); 30 days of such overdue (according to the
(b) relevant information (including but not lim- due day specified in Our first notice), to
ited to, identification certificate, supporting take the following actions, individually or
documents of source of wealth, sharehold- consecutively, provided that a notice of not
ing structure) of indirect and direct inves- less than 30 days will be served in advance:
tors and managerial personnel (including
but not limited to, indirect and direct inves- (a) to suspend, cease or refuse to provide all
tors, partners, shareholders, actual control- or any bank products and/or services to
lers, actual beneficiaries, legal representa- You till You provide, supplement, confirm
tives, responsible persons, directors or ex- or update the relevant Important Informa-
ecutive directors, council members and of- tion as requested by Us; and/or
ficers);
(c) business information (including but not limited (b) to terminate all or any bank products
to, business scope, operating condition, trading and/or services, including closing all or any
countries and regions, (including the transit of Your accounts, in which circumstance
countries and regions in re-export trade), rele- You shall provide a substitute account
vant Special Certificate of Origin, identification opened with another bank to receive the
certificate and contact information of authorized balance in accordance with Our request.
representatives or agents); Where no such substitute account is pro-
(d) transaction information (including but not lim- vided, We shall designate an account to de-
ited to account transactions and relevant busi- posit the amount temporarily, and You may
ness activities, counterparties and supporting apply to withdraw the amount by submitting
documents of source of fund); and such application and providing and execut-
(e) other documents, materials and information ing such documents as requested by Us.
decided by Us from time to time to be relevant

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 12.4 You agree that, We shall under no circum- (g) advertised in any media including
stances be liable for any Losses or dam- newspapers, television, radio etc., on the day
ages, direct or indirect, (including but not of advertising;”
limited to Losses of profits or interest) in-
curred to You arising from Our exercising 4. Clause 8.4 shall be added as follows:
the rights under this clause. “8.4 You shall pay Us all the fees related with the
Account and other relevant services. For the
12.5 To avoid any conflict, to the extent where charging items and standards, please refer to
clause 12 applies, clause 10.1 and clause the contract signed and the tariff We published
16.1 in Account Terms shall not apply.” from time to time .”

5. Item (f) and (g) shall be added to Clause 16.2 as

Supplement to Standard Terms follows:
“(f) upon the death or incapacitation of the
Standard Terms shall be revised as follows: sole proprietor in the case of a sole pro-
prietorship; or
1. Definition of “Notify” in clause 1.1 shall be revised (g) in the case of a sole proprietorship, upon
as follows: its cessation of operation or, in the case of
““Notify” means Our disclosure to You of informa- a partnership or individual proprietor en-
tion by any of the following methods: terprise, upon its dissolution.”
(a) verbally;
(b) delivery by designated person (including Our
officer or agent);
6. Headline of Clause 17 & clause 17.1 shall be
(c) in writing by post, fax, email etc.;
revised as follows:
(d) notice or announcement placed or posted at
Our premises; or advertised in any media in-
cluding newspaper, television, radio etc; or
“Partnerships, Sole Proprietorships and
posted on internet or Our Website; and
Individual Proprietor Enterprises”
(e) other methods We deem appropriate and al-
lowed by laws and regulations;
17.1 Liability: If You are a partnership, all
and “Notified”, “Notifying” and “Notification” partners are bound by the Agreement, and li-
have corresponding meanings.” able for all debts and other liabilities owed by
You to Us on a joint and several basis even if
2. Clause 1.2(a)(iii) shall be revised as follows: there are any changes in Your partnership, or
““person” includes individual, a sole proprietorship, You implement a name change or the partner-
an individual proprietor enterprise, a partnership, a ship is dissolved. If You are a sole proprietor-
body corporate, an unincorporated association, a ship or individual proprietor enterprise, the as-
government, a state, an agency of a state and a sets of the individual who is operating or in-
trust;” vesting in the sole proprietorship or individual
proprietor enterprise and/or his/her family’s as-
sets shall be liable for all debts and other li-
3. Item (e), (f) and (g) shall be added to Clause 5.2 abilities owed by You to Us despite any
as follows: changes (including but not limited to name
“(e) posted on internet or Our Website, on the day change), or cession of operation of the sole
of posting; proprietorship or dissolution of the individual
(f) placed or posted at Our premises, on the day proprietor enterprise.”
of placement or posting ; and

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