Corporate Cyberbanking is provided by The Bank of East Asia, Limited ("the Bank") to the Customer on the following terms and conditions:
 
1. Definitions
 
  The following words and expressions shall have the following meanings:-
 
  Associated Institution : any branch of the Bank or any company which is a subsidiary or an associate of the Bank (or any branch thereof).
  Customer : any entity, sole proprietorship, partnership or corporation who applies for the Corporate Cyberbanking (which shall include its representative and lawful successor (as the case may be)).
  Corporate Cyberbanking : an electronic banking services system which allows the Customer inter alia to gain access to financial information or information in respect of the Customer's Related Account(s) and Associated Account(s) maintained with the Associated Institution and to carry out certain banking functions (as prescribed by the Bank from time to time) in the nominated account(s).
  PIN : any personal identification number ("PIN") issued to the Customer (or any of the Customer's representatives) including the PIN(s) for Administrator(s) and the PIN(s) for Signer(s) and any PIN adopted by the Customer (or any of the Customer's representatives) which may be used to access the Corporate Cyberbanking.
  Related Account : an account maintained with the Associated Institution and nominated by the Customer, according to such procedures as the Bank may prescribe from time to time, to receive the Corporate Cyberbanking and / or subsequently accepted by the Bank from time to time to receive the Corporate Cyberbanking.
  Associated Account : an account maintained with the Associated Institution and nominated by the subsidiary or associate of the Customer, according to such procedures as the Bank may prescribe from time to time, for the operation with full rights and power (unless expressly restricted by the subsidiary or associate of the Customer in writing to the Bank) by the Customer or by the Customer's authorised person or agent in the Corporate Cyberbanking and /or subsequently accepted by the Bank from time to time.
  Authorised Person : any person designated and appointed by the Customer to act on behalf of the Customer and to be responsible for the management and control of the use of the Corporate Cyberbanking (including the appointment of users) by the Customer (as described in paragraph 2.3 hereinafter).
  Administrator : any person designated and appointed by the Authorised Person to administer the Corporate Cyberbanking as well as to create the 'Normal User' (including the username and PIN) and to link the 'Normal User' to be 'Signer' under the Corporate Cyberbanking.
  Normal User : any person designated and appointed by the Administrator to use the Corporate Cyberbanking but is not allowed to approve transactions under the Corporate Cyberbanking.
  Signer : any person designated and appointed by the Administrator to use the Corporate Cyberbanking and allowed to approve transactions, according to the Authorisation Matrix given to the Bank and within the limit as prescribed by the Bank from time to time, by using PIN(s) provided by the Bank or other valid means acceptable to the Bank (including Digital Certificate) under the Corporate Cyberbanking.
  Authorisation Matrix : a matrix indicates the authorisation classes, and the class or combination of classes required for approving different transaction values within the limit as prescribed by the Bank from time to time.
  Digital Certificate   any certificate issued by a certification authority (as defined in the Electronic Transactions Ordinance (Cap 553)) that the Bank has accepted for use in a transaction through the Corporate Cyberbanking.
  Digital Signature   in relation to an electronic record, means an electronic signature of the signer (as defined in the Electronic Transactions Ordinance (Cap 553)).
  Instruction : any request or instruction given by the Customer or any user (which in the context hereinafter includes without limiting to (as the case may be) the Authorised Person, Administrator, Normal User and Signer for and on behalf of the Customer) to the Bank effected through the Corporate Cyberbanking by use of a PIN or other valid means which comply with all the standards and procedures that the Bank may from time to time require including a Digital Signature created from a Digital Certificate.
 
2. Use of Service
 
2.1 The Bank may grant to the Customer the facility to carry out certain banking functions in the account(s) through internet or other electronic delivery channels subject always to the Rules and Regulations / Terms and Conditions governing such account(s) as prescribed by the Bank from time to time
 
2.2 Either party may terminate this Corporate Cyberbanking on thirty days' notice to the other provided that the Bank shall be entitled to terminate this Corporate Cyberbanking immediately in the event of a material breach (as shall be determined by the Bank) of it by the Customer or upon closure of the Customer's account(s) with the Bank.
 
2.3 The Customer shall designate and appoint one or more than one Authorised Person(s) to give instructions relating to the access and use of the Corporate Cyberbanking to the Bank on behalf of the Customer. The instructions given by the Authorised Person(s) shall be binding upon the Customer. The Authorised Person(s) shall manage and control the access of and the use of the Corporate Cyberbanking including PIN management pursuant to the terms and conditions and all other terms governing or relating to Corporate Cyberbanking as prescribed by the Bank from time to time.
 
3. PIN
 
3.1 The Customer shall nominate one or more individual(s) (including, where the Customer is a sole-proprietorship, the sole proprietor) to use and collect the PIN(s) for Corporate Cyberbanking. Upon receipt of the PIN(s) by the Customer, its authorised person, staff, servant or employee, the PIN(s) shall be kept by the Customer at its own sole risk and the Customer shall be fully liable and responsible for any loss, claim, damage and cost whatsoever arising from or in connection with any negligence, improper use, misuse, theft or loss of the PIN(s) and shall keep the Bank fully indemnified in respect thereof, notwithstanding that the authorised person, staff, servant or employee has not signed the acknowledgement letter.
 
3.2 The Customer and any user including but not limited to the Authorised Person, Administrator, Normal User and Signer shall act in good faith, exercise reasonable care and diligence in keeping the PIN(s) strictly confidential at all times and agrees to be fully responsible for any accidental, unintentional or unauthorised disclosure of the PIN(s) to any other person and shall be wholly responsible for any direct and indirect losses and/or liabilities caused by or in connection with the unauthorised use of such PIN(s).
 
3.3 The Customer or any user including but not limited to the Authorised Person, Administrator, Normal User and Signer shall not use personal secret code such as identity card number, telephone number, etc., or popular number sequences, or recognisable part of the Customer / user's name when setting PIN for Corporate Cyberbanking and password(s) for Digital Certificate(s).
 
3.4 The Customer or any user including but not limited to the Authorised Person, Administrator, Normal User and Signer shall avoid using the same PIN or password, or user identification for accessing other services (e.g. accessing other web sites).
 
3.5 The Customer undertakes to notify the Bank immediately in writing in the event of any suspicion or the Customer ought to have come to any reasonable suspicion relating to the unauthorised disclosure or use of the PIN(s).
 
3.6 Notwithstanding Clause 3.2 above, the Customer agrees to indemnify the Bank against any action, liability, proceedings, cost and expenses on a full indemnify basis (including legal fees) suffered by the Bank which is directly or indirectly related to the use of the Cyberbanking by the Customer as a result of or incidental to the negligence or failure of the Customer to comply with any of the terms and conditions contained herein, the Service Guides of Cyberbanking and other terms and conditions governing or relating to Corporate Cyberbanking as prescribed by the Bank from time to time.
 
3.7 The Customer or Authorised Person may request, in writing or via the Corporate Cyberbanking, the alteration of the PIN if necessary from time to time. For the purpose of these conditions the term PIN shall be the PIN currently in use.
 
3.8 The issuance or selection of a new PIN shall not be construed as the commencement / creation of a new contract
 
4. Instruction
 
4.1 All transactions entered into pursuant to the instructions given to the Bank via the Corporate Cyberbanking shall be subject to the terms and conditions governing such transactions as prescribed by the Bank from time to time.
 
4.2 The Customer agrees to pay the Bank's scale of charges for the provision of Corporate Cyberbanking as advised to the Customer by the Bank. The Bank may at any time without giving notice to or obtaining consent from the Customer set-off or transfer any monies standing to the credit of any of the Customer's accounts of whatsoever description (including but not limited to current, savings, fixed or call deposit account(s)) at any Associated Institution towards the discharge of all sums due to the Bank or arising out of the use of the Corporate Cyberbanking.
 
4.3 The Customer shall be fully responsible for all Instructions and agrees to pay any normal bank charges associated with the Instructions. In the event that the Customer fails to complete an agreed or confirmed foreign exchange contract due to insufficient funds or unauthorised overdrawing in the account as designated in the Customer Instruction or otherwise, the Bank shall be entitled to set off the said foreign exchange contract at the then prevailing exchange rate and to charge the Customer for any difference in the exchange thus arising.
 
4.4

In addition to 4.9, the Bank shall be at its own discretion entitled but not obliged to accept Instructions which have been properly authorised by the Customer, particularly if such instructions conflict or may conflict with or are in any way inconsistent with any other instructions received under any other mandate given by the Customer to the Associated Institution whether or not relating to any of the Customer's Related Accounts.
 
4.5

Under these Terms and Conditions all transactions (including the transactions of the Customer's Related Account(s), the Third Party Account(s) and the Customer's Associated Account(s)) effected by the Bank pursuant to Instructions received by the Bank from the Customer or any user through the Corporate Cyberbanking, and in conjunction with the Digital Signature created from the Customer's or any user's Digital Certificate shall be binding on the Customer and any user in all respects.
 
4.6 If the Customer's Related Account is maintained in joint names, then each and every one of the Related Account holders shall be jointly and severally liable for all transactions involving the use of the Corporate Cyberbanking and these Terms and conditions shall apply to each of the Related Account holders separately and jointly.
 
4.7 The Customer's Associated Account holder and the Customer shall be jointly and severally liable for all transactions of the Customer's Associated Account involving the use of the Corporate Cyberbanking and these Terms and conditions shall apply to each of the Associated Account holders separately and jointly.
 
4.8 All Instructions, once given, shall be irrevocable and binding on the Customer or any user. The Bank's record of Instructions and transactions shall be conclusive evidence against the Customer or any user.
 
4.9 Any Instruction given to the Bank via the Corporate Cyberbanking shall operate as a request by the Customer to the Bank to act on the Instruction provided that the Bank shall not be obliged to act on any such Instruction which would result in a Related Account or Associated Account becoming overdrawn without Authorisation or if the Related Account or Associated Account is on hold, or frozen or dormant or in any other circumstances which the Bank may in its sole judgment consider appropriate.
 
 
4.10 The Customer hereby appoints the Bank as the Customer's agent for the purpose of:
  (a) instructing on the Customer's behalf any relevant Associated Institution to transmit or otherwise communicate to the Bank and /or the Corporate Cyberbanking any information concerning the Customer and the Customer's account(s) (whether now in existence or will be opened afterwards) with any such Associated Institution, as well as the Customer's Associated Account(s) under the Corporate Cyberbanking; and
  (b) opening, continuing and conducting accounts with any Associated Institution in order to give effect to any Customer Instruction, and the Customer agrees that any such account will be opened and conducted on such terms and conditions as that Institution shall reasonably consider appropriate.
 
4.11 The Customer acknowledges that a copy of the Notice relating to the Personal Data (Privacy) Ordinance has been provided by the Bank for the Customer's perusal and understanding.
 
4.12 The Customer authorises the Bank to provide third parties with such information relating to the Customer, the Customer's Related Account(s), and the Customer's Associated Account(s) as may, in the Bank's reasonable opinion, be necessary in order to give effect to an Instruction or in order to comply with the order of any court, government agency tribunal or lawful authority in any jurisdiction or any applicable legal requirement, guidelines, codes which the Bank deems necessary.
 
4.13 The Customer acknowledges that information concerning the Customer, the Customer's Related Account(s) and the Customer's Associated Account(s) may be transmitted to or through and/or stored in various countries or states. The Customer authorises such transmission and/or storage as the Bank or any Associated Institution shall reasonably consider necessary or appropriate in the provision of the Corporate Cyberbanking.
 
4.14 The Bank shall endeavour to take all steps as far as reasonably practicable to ensure that information made available by the Corporate Cyberbanking is correct and updated at regular intervals. The transaction details and account balances as shown in the Customer's terminal or any print-out are for reference only. Those transaction details and account balances as recorded in the Bank's system will be conclusive. The Customer agrees and confirms that the Bank shall not be held liable for or in connection with the accuracy of all or any of the information received by the Customer via the Corporate Cyberbanking.
 
4.15 Transactions involving any transfer of funds between accounts (including the Related Accounts and Associated Accounts) on any day may at the Bank's sole discretion be processed to the said accounts concerning the transfer of funds on the day of the transaction or failing that, on the next banking day.
 
4.16 The amounts which the Customer shall be entitled to transfer via the Corporate Cyberbanking shall be limited to the individual limit and the aggregate daily limits of Hong Kong Dollars as published by the Bank from time to time. The Bank shall have the right to impose such restrictions as the Bank thinks fit for the efficient operation of the Corporate Cyberbanking or for any other reason(s).
 
4.17 The Customer can use the Corporate Cyberbanking for transfer/payment transactions only if there are sufficient funds in the respective Related Account(s) or Associated Account(s).
 
4.18 The Customer irrevocably authorises the Bank to debit the Related Account(s) or Associated Account(s) with the amount of any transfer or withdrawal effected via the Corporate Cyberbanking.
 
5. Limitation of Liability
 
5.1 The Customer agrees that the Bank shall not be liable to the Customer for any failure to provide the Corporate Cyberbanking which is attributable (whether wholly or partially) to any cause beyond the Bank's control including but not limited to any equipment malfunction or failure and delay or failure of any third party communication systems.
 
5.2 Under no circumstances shall the Bank be liable to the Customer (whether in contract, tort, including negligence, strict liability or otherwise) for any indirect or consequential loss (whether foreseeable by the Bank or not) arising out of or related to the Customer's use of the Corporate Cyberbanking and the Bank shall not be liable for any damage to the Customer's terminal or related facilities or any loss or corruption of the Customer's data in connection with the operation of the Corporate Cyberbanking.
 
5.3 Subject to the provisions herein, the Bank's liability (if any) to the Customer in relation to the provision of the Corporate Cyberbanking shall only be limited to the amount of the relevant transaction or the direct damages sustained whichever is less. The Bank shall in no circumstances be liable to the Customer for any indirect, special or consequential loss or damages.
 
5.4 Subject to the provisions hereof and only in the absence of negligence on the part of the Customer or any of its users under the Corporate Cyberbanking, the Customer shall not be liable for any unauthorised transaction performed through the internet due to :-
  (a) a computer crime not prevented by the security system of the Bank; or
  (b) a human or system error caused by the Bank, resulting in an improper transaction, leading to the lost or misplaced funds; or
  (c) a missed or mis-directed payment caused by the Bank.
  The Customer shall be entitled to reimbursement from the Bank for interest or late penalties incurred by the Customer for missed payments directly attributable to the foregoing causes (a), (b) and (c).
 
5.5 The Customer agrees that the Bank shall not be liable for any losses due to non-notification by the Customer when facilities such as a telephone hot-line are made available by the Bank unless such facilities are not made available by the Bank during particular periods, provided that the Customer notifies the Bank within a reasonable time after the facilities have become available again.
 
6. Warranties
   
6.1 The Customer understands and warrants as follows:
  (a) at all times keep the Corporate Cyberbanking Account Number, the PIN(s) and the Digital Certificate(s) confidential, and must not disclose to any person in a manner that could result in its disclosure or misuse, in particular, not to send them via e-mail;
  (b) notify the Bank immediately of any actual or possible unauthorised use of Corporate Cyberbanking Account Number, the PIN and Digital Certificate and shall confirm the same in writing without delay to the Bank;
  (c) not furnish the PIN and Digital Certificate to anyone in any circumstances who claims to represent the Bank or hold out as the Bank's employee or authorised person (it is not necessary for the Bank's employee to know the PIN and the Digital Certificate);
  (d) logout the Corporate Cyberbanking and clear the browser cache after a banking session;
  (e) never leave the computer unattended while using Corporate Cyberbanking.
  (f) exercise due care and good internal control within the Customer's operations from time to time and to use its best efforts to implement segregation of duties among users (i.e. Authorised Person, Administrator, Signer and Normal User) when using Corporate Cyberbanking.
  The Customer fully acknowledges that the failure on the part of the Customer to comply with any one of the above precautionary measures may lead to security breach and the Bank shall not in any event be held liable for any loss or damage suffered resulting from or in connection therewith.
 
6.2 The Customer understands Corporate Cyberbanking's Security Control features (which are described in the Corporate Cyberbanking User Manual) and shall ensure that security measures within the Customer's control are at all times both adequate and properly maintained. The Bank shall be under no obligation to investigate or verify the authority of any person effecting Customer Instructions.
 
6.3 The Customer (sole proprietorship or partnership firm), and the proprietor or partners and persons carrying on business in the name of the Customer now or at any time hereafter shall be jointly and severally liable under these terms and conditions.
 
6.4 The Customer (sole proprietorship or partnership firm) shall advise the Bank of any change in its constitution or membership and unless expressly released by the Bank or under any applicabe law, the Customer and all persons signing the Application for Corporate Cyberbanking as the proprietor or partners of the Customer shall continue to be liable hereunder irrespective of any change.
 
6.5 The Customer (Limited Company or Association) has been duly incorporated and in good standing.
 
6.6 The Customer warrants and represents that all acts, conditions, things required to be done, performed and observed in order that these terms and conditions shall constitute the legal, valid and binding obligations of the Customer enforceable in accordance with its terms have been done, performed and observed in strict compliance with all applicable laws and Memorandum and Articles of Association or other constitutional documents of the Customer.
 
7. Others
 
7.1 The granting of access to the Corporate Cyberbanking shall be at the sole discretion of the Bank and the Bank has the full right to cancel or suspend the Corporate Cyberbanking or any element thereof at any time.
 
7.2 Without prejudice to the generality of Clause 7.1, the Bank shall be entitled to terminate immediately the Corporate Cyberbanking provided to the Customer if :-
  (a) there is any change of law which prohibits or renders illegal the maintenance or operation of such Corporate Cyberbanking or any elements thereof;
  (b) the Customer shall commit any breach of or omit to observe any obligations under these terms and conditions which, in the sole opinion of the Bank, amounts to a material breach or default on the part of the Customer; or
  (c) the Bank's records show that the Customer has maintained no Related Account and Associated Account for such period as the Bank shall prescribe from time to time.
 
7.3 The Customer shall only be entitled to obtain access to the Corporate Cyberbanking during the Corporate Cyberbanking hours specified by the Bank from time to time.
 
7.4 The Bank shall have the absolute discretion from time to time to determine the scope of the Corporate Cyberbanking , set or change the daily cut-off time, withdraw or discontinue the operations of Corporate Cyberbanking without notice or responsibility to the Customer. Any transactions performed through the Corporate Cyberbanking after the daily cut-off time shall be treated as next business day value transactions. Since the Corporate Cyberbanking system may be accessed from any country, the daily cut-off time in Hong Kong shall prevail.
 
7.5 The cost and expense to obtain and maintain suitable equipment to access the Corporate Cyberbanking shall be borne by the Customer.
 
7.6 The Bank will not assume any responsibility or obligation for any transaction or error arising out of failure of the Customer to provide or input sufficient or accurate data to enable the said transaction to be effected through Corporate Cyberbanking.
 
7.7 The Customer understands and acknowledges that Corporate Cyberbanking is provided as an additional service in relation to banking transactions with the Bank and shall not be considered as a substitute for other method(s) of effecting banking transactions. In the event that Corporate Cyberbanking is terminated by the Bank or not available for any reason whatsoever (whether or not within the control of the Bank), the Customer shall have no claim whatsoever against the Bank and shall use other available means to effect banking transactions.
 
7.8 The Customer shall forthwith notify the Bank in writing of any change of address or other pertinent information and the Bank is entitled to rely on and treat the information in the Bank's records as true and accurate until the Bank receives such written notification of change from the Customer. All communications will be deemed to have been delivered to the Customer at the time of delivery.
 
7.9 These Terms and Conditions shall be governed by the applicable laws of The Hong Kong Special Administrative Region and by the Bank's by-laws, regulations and practices, brought to the attention of the Customer by display, advertisement or otherwise as the foregoing are now in effect or as hereafter amended, enacted or adopted. The Courts of Hong Kong shall have the non-exclusive jurisdiction to determine, enforce and adjudicate all disputes and claims arising out of the above and in connection therewith.
 
7.10 The Bank may revise any of the terms or add new terms to these Terms and Conditions at any time. The revised terms and conditions when displayed, advertised or brought to the attention of the Customer by appropriate means shall become effective and be binding on the Customer and if the Customer continues to maintain the Corporate Cyberbanking after the effective date thereof, such revisions will be deemed to be accepted.
 
7.11 These Terms and Conditions are additional to, and not in substitution for, any other terms and conditions relating to the conduct of the Customer's Related Account(s) and the Customer's Associated Account(s) with the Associated Institution. If at any time any of these terms and conditions becomes invalid or unenforceable, such shall not affect the validity and/or enforceability of any of the other terms and conditions hereof.
 
7.12 The Chinese version of these Terms and Conditions is for reference only. If there is any conflict between the English and the Chinese versions, the English version shall prevail.
 
7.13 Where the context permits, the singular includes the plural and vice versa, the masculine includes feminine and neuter and vice versa.
 
7.14 These Terms and Conditions shall be binding on and enure to the benefit of the Bank and the Customer and the respective successors and assigns of the Bank and the Customer
 

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