TERMS AND CONDITIONS FOR ESCROW ACCOUNT
fees in India, and elsewhere, required to make
1. The Client(s) and the Beneficiary(ies), as defined in the arrangements contemplated herein, legal,
Part A of Annexure 1 hereof, (collectively referred to as valid and enforceable have been obtained or
the “Parties”), want to open and maintain an account made and are in full force and effect and shall
with ICICI BANK LIMITED, a company incorporated continue to remain in full force and effect till
under the Companies Act, 1956 and a banking company the arrangements are terminated in
within the meaning of the Banking Regulation Act, 1949, accordance with the terms hereof.
having its registered office at Landmark, Race Course
Circle, Vadodara 390 007, its corporate office at ICICI
Bank Towers, Bandra Kurla Complex, Mumbai 400 051 3. Each of the Parties agree, represent and warrant that
and a branch office as provided in Part B of Annexure 1
(hereafter referred to as the “Account Bank”, which a. the role of the Account Bank shall be limited
expression shall, unless it be repugnant to the subject to such functions as expressly laid out herein
or context thereof, include its successors and assigns), or required by the written instructions of the
which account shall be an escrow account (hereinafter Parties (or such of them as may properly
referred to as the “Account”, which term shall mean provide the instructions in terms hereof) in
and include all accounts and sub – accounts of accounts accordance with the terms hereof;
opened and maintained by the Parties with the Account
Bank for the purposes detailed hereof. Details of the b. the Account Bank shall not be liable for any
Account are as provided in Part C of Annexure 1). claims arising against the Parties and / or the
Account Bank, in relation to any duties,
actions or obligations performed and / or
2. In pursuance whereof, the Parties agree to these rights or powers exercised by the Account
terms and conditions (hereinafter the “Terms and Bank in terms hereof. The Parties shall defend,
Conditions”) and represent and warrant that : indemnify and hold harmless the Account
Bank in any claim arising against the Account
a. The Parties have the necessary power, Bank ;
authority and the legal right to agree to these
terms and have taken all necessary actions c. they will not in any manner, by themselves or
required for the validity, enforceability and by any agent or representative or consultants
performance of their respective obligations / appointed by them, voluntarily or
duties in terms hereof; involuntarily, portray or represent the Account
Bank as a party to the any such document
b. These Terms and Conditions constitute the entered into or understood to have entered
legal, valid and binding obligations of the into between the Parties;
Parties, enforceable against the Parties in
accordance with applicable law; d. the Parties can conduct business with the
Account Bank in the normal course of the
c. The entry into and performance by the Parties Account Banks business. The Account Bank is
of its obligations / duties under these Terms under no obligation to disclose any details of
and Conditions and any other document such transactions to any of the Parties
related hereto does not and will not violate, in whatsoever.
any respect :
(i) any law, regulation, judgement, 4. Each of the Parties shall, at any time and from time to
decree or order of any legislative, time upon the request of the other Parties and / or the
executive, judicial, quasi – judicial or Account Bank, promptly and duly, do or permit to be
regulatory authority (hereinafter done all such acts and execute and deliver or permit the
referred to as “Government execution and delivery of any and all such instruments
Authority”) having jurisdiction or and documents as the other Parties and / or the
control over the Parties ; Account Bank, as the case may be, may consider
necessary for the purpose of the Parties obtaining the
(ii) the organizational documents of the full benefit of these Terms and Conditions. To the extent
Parties; or that they are not in conflict with these Terms and
Conditions, the Parties shall be bound by the terms and
(iii) any document, contract or other conditions set out in the other instruments and
undertaking to which any of the documents executed by any of them in terms hereof.
Parties is a party or which is binding
on the either of them or any of its
assets; 5. FEES
a. The Parties, jointly and severally agree that
d. All consents, licenses, approvals or they shall pay, on demand, all the usual and
authorisations of or declarations to or customary service charges, transfer fees,
registrations or filings with any Government account maintenance, account acceptance,
Authority and the payment of all stamp and statement, investigation, funds transfer and
other transaction related duties, taxes and any other charges as are levied by the
Initials and Stamp of
Client Date Beneficiary
Account Bank as mutually agreed and such Provided that, the Client may also issue an
other out of pocket expenses as are claimed unconditional written notice to the Account Bank
by the Account Bank, including Account directing it to close the Account. However such notice
Opening Fee and Annual Fee (collectively, the shall not be effective on the Account Bank, unless (1)
“Fees”) in connection with the Account. the Beneficiary(ies) have sent their written consent for
the same to the Account Bank or (2) one month has
b. The following charges have been agreed upon elapsed from the date of the Client giving notice to close
by the parties to be payable by the Parties to the Account and the Account Bank has not received any
the Account Bank : instruction / notice in writing from the Beneficiary(ies)
directing it not to close the Account.
(i) a fixed fee payable on an annual basis
(“Annual Fee”) as provided in Part A of The notice as above, should clearly specify the manner
Annexure 2, plus applicable service tax, and of application of any monies lying in the Account upon
closure of the Account and such monies shall be
(ii) an account opening fee (“Account applied accordingly.
Opening Fee”) as provided in Part B of
Annexure 2, plus applicable service tax.
8. The Account Bank may rely upon any notice or
It is clarified that these charges are over and certificate believed by it to have been signed by any of
above the customary bank charges for the authorized signatories of a concerned Party
services including but not limited to issuance mentioned in Annexure 3, and the Account Bank shall
of pay order and demand draft. not be bound in any such case to call for further
evidence or be responsible for any losses, liabilities,
c. In the event the Parties fail to make the timely costs, damages, expenses or inconvenience that may
payment to the Account Bank of any Fee, the be occasioned by its failure to do so.
Account Bank may withdraw, at any time and
from time to time, such amounts from the
Account, as is necessary, for the payment of 9. The Account Bank shall not be obliged to make
the Fees due and payable to the Account available any sum which the Parties are expecting to
Bank, in terms hereof. The Parties agree that receive from the Account until clear funds are credited
the Account Bank shall not be required to give into and available in the Account.
any notice to any of the Parties before
exercise of this power.
10. Notwithstanding anything contained herein, the
Provided, in the event there are no amounts Account Bank may refrain from taking any action which
lying to the credit of the Account, the Account in its opinion, would or might contravene any law in any
Bank shall be entitled to charge interest, at relevant jurisdiction, and do all such things in its opinion
rates to be determined by the Account Bank at to comply with all applicable law. The Account Bank
its sole discretion, on such amounts due, from shall not be obliged to make any transfer from the
the date the amounts were due till the date Account if so directed by any Government Authority.
such amounts are paid to the Account Bank in
full.
11. The Parties will at all times maintain confidentiality
regarding the contents of these Terms and Conditions
6. The Account Bank shall, if by the terms hereof, be and they shall not make any announcement to the
required to perform any act / take any action on or public or to any third party regarding the arrangements
within a period ending on a day which is not a Business contemplated herein without the prior written consent
Day (“Non Business Day”), then such action will be of the Account Bank. The Account Bank shall be free to
performed / taken by the Account Bank on the disclose the contents of these Terms and Conditions
immediately succeeding Business Day. Provided that and all information in relation to the Parties to its
the Parties (or such of them authorized under the terms affiliates and subsidiaries and for the promotion of its
hereof) may on every occasion that any action is business and if required with any Government
required to be taken / performed by the Account Bank Authority.
on a Non Business Day require the Account Bank to take
/ perform such action on a Business Day preceding the 12. All the notices and other communications required
Non Business Day. Provided further that the instructions under these Terms and Conditions shall be in writing
as above shall only bind the Account Bank if it is of the and :
opinion (which opinion shall not be contested) that it
would be able to give effect to such instructions. a. if delivered personally or by courier or if sent
by registered mail, be deemed given upon
delivery at the address provided against the
7. These Terms and Conditions shall, subject to the Parties in Part A of Annexure 1 or if to the
rights of the Account Bank to resign, remain in full force Account Bank at the address provided in Part
and effect until the Beneficiary(ies) issue an B of Annexure 1 for delivery of notices.; and
unconditional written notice to the Account Bank
directing the Account Bank to close the Account. b. if sent by facsimile transmission, be deemed
given on receipt of a confirmation but when
sent to the facsmile number as provided
Initials and Stamp of
Client Date Beneficiary
against the Party in Part A of Annexure 1
(marked to the attention of the person named 18. The Account Bank may retire at any time provided
therein) or if to the Account Bank to the that the Account Bank shall have given notice in writing
facsmile number as provided in Part B of to the Parties in that behalf. The period prior to which
Annexure 1 (marked to the attention of the the notice shall be given would be as mentioned in
person named therein). Annexure 3 (the “Notice Period”).
Any Party may, from time to time, change its address The Parties shall, within the Notice Period, appoint any
for the purpose of notices to that Party by giving a other person to perform the functions of the Account
notice to the Account Bank and the other Parties Bank, failing which the Account Bank shall be entitled to
specifying a new address, but no such notice will be appoint any other person to perform such functions.
deemed to have been given until it is actually received The Account Bank shall not incur any liabilities
by the other Parties and the Account Bank. whatsoever on account of or pursuant to such
appointment and retirement.
13. These Terms and Conditions, the transactions
contemplated herein and the rights and obligations of 19. In case there is any inconsistency between these
the Parties and the Account Bank are governed by, and Terms and Conditions and any other mandate, writings,
shall be construed in accordance with the laws of India. letters and documents, the provisions of these Terms
and Conditions shall prevail. The Parties acknowledge
and confirm that all prior negotiations, representations,
14. The Parties irrevocably agree that any legal action understandings, writings and statements of any nature
or proceedings arising out of these Terms and as to the matters set out herein are hereby superseded
Conditions and in relation to the transactions in their entirety by these Terms and Conditions.
contemplated herein and the rights and obligations of
the Parties and the Account Bank, may be brought in 20. Operations in the Account
the High Court of Mumbai in India and irrevocably
submits itself to the jurisdiction of that court. The Account shall be operated in the manner as defined
in Annexure 3.
15. If any provision of these Terms and Conditions is 21. Notwithstanding anything contained herein,
held to be illegal, invalid, or unenforceable under any including Annexure 3, the Parties authorise the
present or future law such provision will be severable Beneficiary(ies) to give any instructions to the Account
and these Terms and Conditions will be construed and Bank in respect of the operation and maintenance of the
enforced as if such illegal, invalid, or unenforceable Account, including withdrawals / transfers of the monies
provision had never comprised a part hereof and the deposited, lying and available therein. The
remaining provisions of these Terms and Conditions Beneficiary(ies) shall give the instructions only in writing
shall remain in full force and effect and will not be and the Account Bank shall be bound to follow such
affected by the illegal, invalid, or unenforceable instructions. If there is any conflict between the
provision or by its severance here from. provisions contained in Annexure 3 and the instructions
hereof, the Account Bank shall be bound by the
instructions given hereof.
16. These Terms and Conditions and the transactions
contemplated herein shall be binding upon and enure to
the benefit of each Party hereto and the Account Bank 22. The Account Bank shall disclose to the Parties any
and their successors and assigns. The Terms and information relating to the Account including the credit
Conditions shall not confer upon any person other than balances and the transactions done from time to time
the Parties hereto and the Account Bank, the benefit of therein, if so requested by any Party.
any rights or remedies hereunder.
23. The Parties shall from time to time, on demand by
17. The Client shall not assign or transfer all or any of the Account Bank, indemnify the Account Bank against
its rights, benefits and obligations hereunder, without any and all suits, costs, claims, counterclaims, actions,
prior written consent of the Account Bank. The losses, damages, expenses (including, without
Beneficiary(ies) may assign or transfer all or any of its limitation, attorney’s fees and court costs) which the
rights, benefits and obligations hereunder, with 30 day Account Bank may suffer / incur :
prior notice in writing to the Account Bank. The Account
Bank may, subject to clause 18 of these Terms and a. in acting in its capacity as the Account Bank
Conditions, on being notified about the assignment / hereunder, including any claims for any taxes,
transfer by the Beneficiary(ies) retire as an Account payable by any of the Parties, which are made
Bank, without assigning any reason whatsoever. The on the Account Bank and / or any costs or
Account Bank may, at any time, assign or transfer all or expenses charged to it by any persons
any of its rights, benefits and obligations hereunder to engaged by it in connection with the
any other financial institution / bank / investment transactions herein;
institution or any other person without any consent or
approval whatsoever being required to be obtained b. as a consequence of the Account Bank relying
from any of the Parties. upon any certificate, notice or communication
signed by, or with the authority of a Party; and
Initials and Stamp of
Client Date Beneficiary
any of them, for any action done, or omitted to be done
c. in acting upon the provisions of Annexure 3 or under or pursuant to these Terms and Conditions or for
any instructions received by it from the any breach of any covenant or in tort, shall at all times
Beneficiary in terms hereof. be limited to the fees actually received by the Account
Bank within the previous twelve (12) months, for the
The indemnities contained in this clause shall survive services rendered by it herein. Provided however that
the termination of the arrangement with the Account the Account Bank shall not be liable for any indirect or
Bank, whether the same occurs pursuant to clause 7 or consequential loss or damage, or special or punitive or
clause 18 of these Terms and Conditions. exemplary damages, or loss of profit, business,
revenue, goodwill or anticipated savings to the Parties.
The Account Bank shall also not be liable for any
24. The Parties agree that the Account Bank shall not liability, losses, damages, costs, expenses, (including
be liable to any of them for any loss or damage that any legal fees, court fees and professional fees), suits and
of them may suffer or incur either directly or indirectly claims that are finally judicially determined to have
as a result of the transactions contemplated herein. resulted primarily from the negligence or infringing
action of any of the Parties or any other person.
25. The Account Bank agrees that all monies lying to
the credit of the Account shall, at all times, be
segregated from the other accounts and monies of the
Parties with the Account Bank and from the funds and
properties of the Account Bank.
26. The Parties agree that notwithstanding
anything contained in these Terms and Conditions, the
aggregate liability of the Account Bank to the Parties or
Initials and Stamp of
Client Date Beneficiary