Ulster Bank International Cash Management (ICM) Customer Agreement
Remote Initiation Service (Request for Transfer)
[Used where the Originator and Instructing Party are the same legal entity]
T H I S A G R E E M E N T is made the ________________ day of _________________ 20
B E T W E E N:-
(1) Ulster Bank Limited (Ulster Bank) whose registered office is at 11-16 Donegall Square
East, Belfast BT1 5UB and
(2) ________________________________________________ [NAME OF ACCOUNT
whose registered office is at ______________________________________________ [ADDRESS]
W H E R E A S:
(A) The Originator is a customer of _________________________ ("the Forwarding Bank") and
Ulster Bank and a user of the Forwarding Bank's remote initiation payment service ("the
Service"). This potentially enables the Originator to send payment instructions through the
Forwarding Bank as an intermediary for execution by the relevant receiving bank.
(B) The Originator has read and understood the terms and conditions of the Service and has
requested that Ulster Bank accept this Agreement to authorise Ulster Bank to execute the
payment instructions of the Originator pursuant to this Agreement received from the
(C) Ulster Bank and the Forwarding Bank entered into an Agreement (the "Interbank
Agreement") governing the rights and obligations of Ulster Bank and the Forwarding Bank in
respect of the sending and receiving of payment instructions initiated by their customers.
(D) The service is a ‘payment’ for the purposes of the Account Terms & Conditions.
I T I S H E R E B Y A G R E E D as follows:
1.1 For the purposes of this Agreement, the following definitions shall apply:
"Account" shall mean any account(s) which Ulster Bank and the Originator have agreed
is/are detailed on the Ulster Bank ICM Application Form:
“Account Terms & Conditions” means the terms and conditions for any Account.
"Beneficiary" shall mean the person designated in the Originator's Instruction to receive
funds as a result of the credit transfer.
"Beneficiary's Bank" shall mean the credit institution acting for a Beneficiary in connection
with a credit transfer.
"Business Day" means a day (other than a Saturday or Sunday or a bank or public holiday) on
which Ulster Bank is open for business for the purpose of providing the Service.
"Consumer" shall mean a natural person who, in relation to payment services availed of from
Ulster Bank, is acting for a purpose other than a trade, profession or business which is
determined at the date of the Account Terms and Conditions.
"Execution" shall mean in respect of a Request for Transfer the debiting of the Originator's
Account and the forwarding of the transfer instruction directly or indirectly by Ulster Bank to
the Beneficiary's Bank.
"date of the Account Terms and Conditions" means the date the first Account is opened by
Ulster Bank for the Originator.
"Micro-Enterprise" means a business whose annual turnover and/or balance sheet total does
not exceed £2 million.
“Originator’s Instruction” shall mean the transfer instruction provided to the Forwarding
Bank by the Originator.
“Payee” means the person or company to whom any payments by the Originator pursuant to
any Request for Transfer are to made.
“Payee’s Payment Service Provider” means an organisation that offers payment services to
any person to whom any payments are made by the Originator pursuant to any Request for
“Payment Services Regulations” means the Payments Services Regulations 2009.
"Request for Transfer" shall mean any transfer instruction which is capable of being
processed under the Interbank Agreement and which is received from the Forwarding Bank in
respect of any Account.
“Service” means the Remote Initiation Service as provided for in this Agreement.
"SWIFT" shall mean Society for Worldwide Interbank Financial Telecommunications.
"SWIFT Network" shall mean the telecommunications network operated by SWIFT.
“Transaction” means the execution of any Request for Transfer.
2. REQUESTS FOR TRANSFER
2.1 The Originator hereby authorises Ulster Bank to accept any Request for Transfer
received from the Forwarding Bank pursuant to the Interbank Agreement purporting
to relate to the Account and process such Request for Transfer in accordance with the
Interbank Agreement so that Execution is in accordance with the instructions
contained in the Request for Transfer, whether or not any such transfer shall give rise
to a debit balance on the Account and the Originator hereby consents to any
Execution carried out by Ulster Bank following a Request for Transfer without Ulster
Bank taking any further steps to ensure the authenticity of instructions.
2.2 The Originator and the Forwarding Bank shall be responsible for the accuracy and
correctness of all Requests for Transfer in respect of any Account and correct
delivery of a Request for Transfer to Ulster Bank within any time constraints that
may apply for Execution of a Request for Transfer by Ulster Bank without Ulster
Bank taking any further steps to ensure the authenticity of instructions.
2.3 The Originator hereby authorises Ulster Bank to act upon all Requests for Transfer
from the Forwarding Bank without taking any steps to ensure the authenticity of any
such instructions, or the authority of the persons giving any such instruction,
notwithstanding that such instructions may conflict with or are in any way
inconsistent with any other instruction received by Ulster Bank from the Originator or
the Forwarding Bank, such authority to survive any termination of this Agreement in
respect of any Request for Transfer received by Ulster Bank from the Forwarding
Bank during a period of notice in respect of such termination without Ulster Bank
taking any further steps to ensure the authenticity of instructions.
2.4 Ulster Bank shall not be required to investigate or verify any instruction or the
application of any sum withdrawn or to be withdrawn from the Account by virtue of
any Request for Transfer received from or purporting to be from the Forwarding
Bank in accordance with the terms of the Interbank Agreement and Ulster Bank shall
not be required to make any enquiries whatsoever in respect thereof. Ulster Bank
shall be entitled to treat all such Requests for Transfer as being duly authorised by the
Originator and to make a transfer in accordance with such Requests for Transfer, and
the authorisation in this Agreement exists irrespective of any other mandates, powers
of attorney, proxies or authorisations that may be in existence or may apply to
signatories authorised to sign paper-based transactions or transactions delivered via
other electronic means outside this Agreement without Ulster Bank taking any further
steps to ensure the authenticity of instructions.
2.5 If Ulster Bank receive a Request for Transfer in accordance with Condition 2.1 and
correctly executes it in accordance with the terms of the Request for Transfer, the
Originator agrees that it/they/he will now, and at all times hereafter, unconditionally
ratify Ulster Bank's actions taken in accordance with any Request for Transfer from
the Forwarding Bank.
2.6 Ulster Bank may in its absolute discretion and without incurring any liability
whatsoever refuse to implement a Request for Transfer and shall notify the Originator
of such refusal. Ulster Bank may refuse to implement a Request for Transfer if:
(a) the Originator does not consent to the Request for Transfer in accordance
with this Agreement;
(b) the details which have been provided are incorrect or incomplete;
(c) Ulster Bank believes the Request for Transfer is unauthorised or fraudulent;
(d) it would be unlawful for Ulster Bank to implement a Request for Transfer;
(e) the Account is no longer in operation or Ulster Bank has placed a hold on it;
(f) Ulster Bank has removed the Service from the Account;
(g) there are insufficient cleared funds in the Account for Ulster Bank to execute
the payment request;
(h) if the Request for Transfer would result in the Originator exceeding the
maximum balance on its Account.
Ulster Bank shall have no obligation to the Originator to amend any Request for
Transfer it receives from the Forwarding Bank in respect of any Account; but Ulster
Bank may, in its absolute discretion, endeavour to amend any Request for Transfer.
2.7 Ulster Bank shall be under no obligation to cancel any Request for Transfer after it
has been received although Ulster Bank shall attempt to act on a request from the
Forwarding Bank or the Originator for cancellation of such an instruction prior to
Ulster Bank's Execution of the Request for Transfer but Ulster Bank shall have no
liability to the Originator if it fails to cancel such instruction.
2.8 The Originator may initiate payments within the daily credit limit set out in the ICM
Application Form and will not create indebtedness to Ulster Bank by initiating any
Request for Transfer except with the prior consent of Ulster Bank. If any
unauthorised indebtedness is created as a result of Ulster Bank's Execution of a
Request for Transfer, the Originator shall provide Ulster Bank with covered funds on
demand by the close of business on the day of demand. Ulster Bank reserves the right
to reverse any transfers made if in Ulster Bank’s opinion the circumstances so require
and Ulster Bank shall have no liability to the Originator or to the transferee as a result
of such reversal.
2.9 The Cut Off Time for receipt of a Request for Transfer is 2pm on any Business Day
and all Requests for Transfers received before 2pm on any Business Day will be
deemed to be received on that Business Day. If the Bank receives a Request for
Transfer after 2pm on any Business Day, it will be deemed to be received on the next
Business Day. It can take up to three Business Days for a transfer under a Request for
Transfer to reach the Payee’s Payment Service Provider from the Business Day on
which Ulster Bank is deemed to receive the Request for Transfer.
3.1 The Originator will comply with and obey all the security procedures and
requirements applicable to initiating any Request for Transfer, as may be set down
from time to time by the Forwarding Bank .
3.2 The Originator shall be solely liable to Ulster Bank for any loss to Ulster Bank
resulting from misuse of any security procedures or requirements relating to the
initiation of a Request for Transfer whether such misuse was by an employee
authorised in such matters or not. Ulster Bank assumes no responsibility for
fraudulent use of these arrangements by the Originator or the Forwarding Bank or any
of the relevant party's directors, officers, employees or agents.
4.1 Except to the extent attributable to the wilful act, default, gross negligence or
misconduct of Ulster Bank, its officers or employees or as specified elsewhere in this
Agreement, Ulster Bank shall not be liable for any loss or damage suffered by the
Originator or any other person, whether direct or consequential, as a result of using
this Agreement provided that Ulster Bank shall not be liable for any failure or delay
on its part in performing any of its obligations or for any loss or damage caused, or
charges or expenses incurred or suffered by the Originator or any other person by
reason of such failure or delay insofar as such failure or delay shall be occasioned by
any abnormal or unforeseeable cause beyond the control of Ulster Bank despite all
efforts to the contrary including in particular, but without prejudice to the generality
of the foregoing, failure of the SWIFT Network, war, strikes or lock outs of
workmen, riot or civil commotion, administrative action, power failure, breakdown of
communications, rules, regulations or legislation of government, acts of God, natural
disaster, enemy action or any inevitable incident.
4.2 Except as otherwise provided for in the Agreement or in the Account Terms and
Conditions, (including in the provisions on unauthorised Transactions or incorrect
execution or non execution of Transactions), Ulster Bank's liability under any claim
or series of claims arising out of this Agreement shall, in aggregate, in respect of any
claim or series of claims arising in any calendar year, not exceed [(i) charges and fees
charged by Ulster Bank in connection with this Agreement; (ii) interest (at the short-
term offer money market rate for the relevant currency) for the period during which
Ulster Bank failed to perform its obligations under the terms of this Agreement, and
(iii) reimbursement, as the case may be, of the principal amount which Ulster Bank
failed to transfer in accordance with the relevant Request for Transfer to the exclusion
always of indirect or consequential losses/the amount payable by the Originator to
Ulster Bank for payments made pursuant to this Agreement in the calendar year in
which the claim arose, or if payments have been made pursuant to the Agreement for
a period of less than 12 months then over such fewer number of preceding months as
5.1 The Originator agrees from time to time and at all times to keep Ulster Bank
indemnified from and against all actions, proceedings, claims and demands which
may be brought or made against Ulster Bank and all losses, costs, charges damages
and expenses which Ulster Bank may incur or sustain or for which Ulster Bank may
become liable by Ulster Bank having acted on a Request for Transfer in accordance
with the terms of this Agreement and notwithstanding that any such Request for
Transfer may not have been duly authorised by the Originator.
6. FEES AND CHARGES
6.1 The Originator agrees to pay for the provision of the service at the current tariff,
which may be varied from time to time by providing sixty days’ notice to the
Originator. Ulster Bank will provide the Originator with details of the charges. The
charge will be debited to an Ulster Bank account in the name of the Originator,
specified by the Originator. Ulster Bank will also charge the Originator for carrying
out any transfers pursuant to the terms of this Agreement in accordance with Ulster
Bank's tariffs as agreed between Ulster Bank and the Originator.
6.2 If Ulster Bank agrees to receive or make a payment in a currency other than sterling,
the exchange rate will be determined at such time as the payment is processed. The
Originator can obtain details of the applicable exchange rate on Ulster Bank’s website
or by contacting its Relationship Manager. Ulster Bank may vary the exchange rate
immediately and without notice to the Originator.
7. REPRESENTATION AND WARRANTY
7.1 The Originator hereby represents and warrants to Ulster Bank that it has full power to
agree and be bound by the terms and conditions of this Agreement and has taken all
necessary steps and obtained all necessary consents and authorisations so to do, and
that accordingly this Agreement constitutes a legal valid and binding obligation of the
Originator, fully enforceable in accordance with its terms.
8.1 This Agreement is for an unlimited period subject to paragraph 8.2.
8.2 This Agreement may be terminated by the Originator at any time and with immediate
effect on giving Ulster Bank thirty days' prior written notice. This Agreement may be
terminated by Ulster Bank at any time and with immediate effect on giving the
Originator sixty days’ prior written notice.
8.3 Termination shall be without prejudice to any rights or obligations arising prior to
termination and the Originator will be liable to pay all fees incurred and unpaid up to
termination but the Originator shall not incur any fees as a result of termination. The
provisions of the Confidentiality clause below shall survive termination. Any
payments already initiated shall survive termination provided the relevant Request for
Transfer is received by Ulster Bank prior to the expiry of any period of notice of
9.1 Ulster Bank is hereby authorised to send a copy of/information from this Agreement
to the Forwarding Bank and to disclose to the Forwarding Bank any and all
information about the Originator that the Forwarding Bank requests in respect of the
Service it provides to the Originator.
10.1 Save as otherwise provided, all notices to be given under the terms of this Agreement
shall be given in writing or sent electronically or will be advertised in a national
newspaper. A valid e-mail address must be maintained in the Bank’s records for the
Account. Notices provided in writing shall be sent by first class post to the contact
points and addresses set out in the ICM Application Form attached hereto (as may be
amended from time to time by written notice).
10.2 Any notice sent electronically will be deemed to be received on the day that we send
the notification email even if the Originator does not access the electronic
communication for any reason. Any notice in writing given by first class post will be
deemed to be given and received on the date of delivery, provided that a notice or
other communication received on a non-working day or after business hours in the
place of receipt shall be deemed to be received on the next following working day in
11.1 If there is any conflict or inconsistency between the provisions of this Agreement and
the Interbank Agreement or any other document referred to in this Agreement then
this Agreement shall prevail.
11.2 Ulster Bank reserves the right to change and/or add to the terms and conditions
contained in this Agreement, on giving to the Originator sixty (60) days' notice in
11.3 The failure to exercise or delay in exercising a right or remedy under this Agreement
shall not constitute a waiver of such right or remedy under this Agreement.
11.4 Details of all Transactions will be made available to the Originator in all statements
provided to the Originator. Details of when statements will be provided to the
Originator are set out in the Account Terms and Conditions.
11.5 The Originator agrees that Ulster Bank's computer records in respect of any
instructions received and/or messages that pursuant to this Agreement are admissible
11.6 The Service shall constitute a ‘payment service’ and a ‘payment’ for the purposes of
the Account Terms and Conditions. The Account Terms and Conditions set out the
full details of the protections available to the Originator under the Payment Services
Directive in respect of the Service and details of Ulster Bank’s liability for any
unauthorised Request for Transfer, non-execution or incorrect execution of a Request
for Transfer. If the Originator is not a Consumer or Micro-Enterprise it agrees to opt
out of certain of the protections of the Payment Services Directive, details of which
are set out in the Account Terms and Conditions. If there is any conflict or
inconsistency between the provisions of this Agreement and the Account Terms and
Conditions in so far as they relates to the Payment Services Regulations then the
Account Terms and Conditions Agreement shall prevail.
11.7 The Account Terms and Conditions also set out details of the Originator’s right to
complain to the Financial Ombudsman Service (where it is so eligible to so
12. JURISDICTION AND GOVERNING LAW
12.1 This Agreement is governed by and construed in accordance with the laws of
Northern Ireland and each party to this Agreement irrevocably agrees that the Courts
of Northern Ireland shall have exclusive jurisdiction to treat and determine any such
action or proceedings and to settle any disputes which may arise out of or in
connection with this Agreement.
For and on behalf of the Originator
Pursuant to a Board Resolution of the Directors of the Originator passed on the______________ day
Signed _____________________________________________ Date ________________________
Name ________________________________________________ Position _____________________
Signed ____________________________________________ Date _________________________
Name ________________________________________________ Position _____________________
The signature(s) provided should be in accordance with your current Bank Mandate or as
specified in your Request for Transfer Customer Resolution.
For Branch Use Only
We confirm that the Agreement has been completed in accordance with the current Bank Mandate.
Signed ___________________________________ Branch Stamp here
Date ___________ / ________________ / 20____