General Conditions of Swedbank AS
Terms used in the General Conditions: Bank Swedbank AS, single Reg. No. 40003074764, BIC/SWIFT: HABALV22, registered office: Balasta dambis 1a, Riga, LV-1048 Banking Operations in the sense of the term “financial services” (Paragraph 4 of Section 1 of the law “On Credit Institutions”), including lease of individual safety deposit boxes, as well as in the sense of the terms “investment services” and “non-core investment services” used in Paragraph 4 of Section 3 of the “Financial Instrument Market Law” Customer a natural or legal person, or an association of such persons, related to the Bank by the banking operation(s) performed Parties the Bank and the Customer collectively Conditions the General Conditions of the Bank PR E AM BLE The present conditions are a general document governing relations between the Bank and the Customer and stipulating rights and obligations of the Parties arising from Banking Operations, insofar as not provided for by the contracts concluded between the Parties or the relevant provisions for Banking Operations. The Conditions shall be applicable when the specific aspects are not stipulated in the contracts concluded between the Parties or in the relevant provisions for Banking Operations or they are ambiguous what may potentially cause disputes and differences between the Parties regarding content, form and performance of the transactions. The Conditions form an integral part of every legal transaction between the Parties and shall be binding on both Parties. Customer’s signature on any of the Bank’s documents (contract, agreement, duly drafted forms, etc.) approves that he/she has read the Conditions in their entirety, agrees to them and admits them to be binding on him/her. 1. CUSTOMER IDENTIFICATION AND POWERS OF ATTORNEY. VERIFICATION OF SIGNATURE 1.1. Identification of the Customer is performed by the Bank in accordance with the procedures set forth by the Bank and the legal acts effective in the Republic of Latvia. The Bank has the right to demand persons to present a personal identification document. The Customer shall be obliged to present identification documents as required by the Bank. Natural persons shall be identified by the Bank by the personal identification document produced or by driver’s licence of the Republic of Latvia. The Customer shall submit to the Bank his/her own specimen signature or specimen signature of the authorised representative in order to perform Banking Operations. 1.2. When performing Banking Operations, the Bank shall visually compare the specimen signatures of the Customer or his/her authorised representative on the transaction document with the submitted specimen signatures of the Customer or his/her authorised representative, to identify the person by the personal identification document produced or by driver’s licence of the Republic of Latvia. In the case of natural persons, signatures subscribed by the Customer on agreements on opening of accounts shall be used as specimen signatures. The Customer has an option to complement specimen signatures with a sample imprint of the Customer’s stamp. In this case, when performing Banking Operations, the Bank shall visually compare the imprint of the stamp of the Customer on the transaction document with the submitted sample imprint of the Customer’s stamp. The Bank shall not be obliged to take the colour of the stamp into consideration. For the purposes of comparing the Customer’s signature and sample imprint of the stamp, the Bank can use also the Customer’s specimen signature and sample imprint of the stamp that have been scanned into the Bank’s accounting program or copied, or the person’s signature on the personal identification document produced or the driver’s licence of the Republic of Latvia. 1.3. For the Banking Operations which, under the procedure prescribed by the Bank, are to be performed by the Customer giving instructions remotely (by phone, facsimile, email, online forms or other means of communication), the Customer or their representative may use the secure electronic signature and/or identifiers issued by the Bank and/or cooperation partners selected by the Bank (such as access codes, PINs, passwords, test keys), the status and use of which shall be governed by the contract concluded between the Parties. The electronic documents and instructions on the performance of Banking Operations shall be accepted subject to the procedure established by the Bank, using electronic data carriers acceptable to the Bank and online forms managed by the Bank. The Bank shall be entitled to refuse to accept electronic documents or instructions, which are signed by a secure electronic signature generated by a certificate that is subject to any restrictions on the validity, amount, etc. of the certificate or that is issued by a certification services provider not accredited with the Data State Inspection of the Republic of Latvia. The Bank shall be entitled to identify the signer exclusively by the identity number included in the certificate. The Bank shall be authorized to offer the Customer services, and to receive applications for services from the Customer subject to the procedure set forth by the Bank, via mail, telephone, facsimile, e-mail and other means of communication. In such cases the Bank shall be authorized to identify the Customer using such information registered at the Bank, which is related to the Customer (Customer’s representative) and the transactions carried out by the Customer (first name, surname or company name, address, account number, transactions performed at the Bank, identity number or registration number, passport and other personal data, etc.), except for the confidential information, which defined as such in the agreements concluded between the Parties. The Customer agrees that pursuant to this clause the information provided by the Customer shall be deemed a means of identification of the Customer’s person sufficient for offering of and applying for services via means of communication. The Customer shall have the right to refuse from commercial notifications being received. The Customer agrees that the Bank is authorized to record and save telephone conversations, and to choose the technical means for recording telephone conversations at its own discretion. Telephone conversion records shall serve as a sufficient proof of communication between the Customer and the Bank in settlement of disputes between Parties and in court. 1.4. In case of cash disbursement, the Bank shall perform identification of the Customer or its representative according to the personal identification document presented by examining the furnished identification document under Clause 3 of the Conditions. The Bank shall have the right to identify the Customer or its representative also by driver’s licence of the Republic of Latvia. 1.5. The Customer may grant a power of attorney to a third party for performing Banking Operations. The power of attorney must be drawn up on the Bank’s form in writing in the presence of an employee of the Bank or such power of attorney must be notarised. The power of attorney submitted to the Bank shall be deemed effective until its cancellation by the Customer. Cancellation of the power of attorney shall be made in writing by giving a written notice to the Bank thereof.
If the power of attorney is granted for a fixed period of time, such power of attorney shall be null and void upon its expiry date unless the power of attorney is cancelled before the expiry date. The Bank shall not be obliged to check validity of the power of attorney. This applies also to the powers of attorney that must be registered with the Register of Enterprises of the Republic of Latvia. If the signer of a document does not have the right to act on behalf of the Customer the representative of whom he/she claims to be, he/she, as a natural person, shall bear full liability for the obligations arising from the signed document and shall be liable for execution thereof. The Customer shall be obliged to notify the Bank in writing immediately of any changes in circumstances (facts) relevant for his/her deals with the Bank, especially of changes in first name, surname or name of the organisation, address, domicile or contact address, stamp, person having the right to sign (or his/her signature), legal capacity or status (loss of legal capability¹, establishing 2 of guardianship , reorganisation, privatisation, arrests/seizures on property, insolvency, bankruptcy, etc.). 1.6. The Customer shall be fully liable for losses incurred as a result of misleading the Bank by the Customer or of negligence by the Customer. The Customer shall be liable for losses incurred by the Customer as a result of activities of a third party, except for the case of gross negligence by the Bank upon identification of person by the personal identification document presented or driver’s licence of the Republic of Latvia or upon the visual comparing of signature and stamp of the Customer or his/her representative with the Customer’s submitted specimen signatures and imprint of the stamp. The Customer shall reimburse for all losses incurred by the Bank if at the time of performing Banking Operations the Customer or his/her representative do not have legal capacity or their legal capacity is limited. 2. DRAFTING, RECEIPT AND SENDING OF DOCUMENTS 2.1. The Customer bears liability before the Bank for verity, fullness, accuracy and timely provision of all the information and documents presented to the Bank. The Bank shall be authorised to request from the Customer the information and documents (contracts, invoices, waybills, etc.) providing evidence to the legality of funds existing on the Customer’s accounts or proceeding from Banking Operations or the legality of origin of securities, and the business activities of the Customer or that of its cooperation partners, the correspondence of Banking Operations to the business activities of the Customer or that of its cooperation partners, as well as other information, which the Bank may require to duly meet the money laundering and terrorism financing prevention requirements. Should the Customer fail to comply with the Bank’s request, the Bank shall be authorised to refuse performing the Customer’s instruction, provision of service or to suspend execution of Banking Operations. 2.2. The Bank shall have the right to demand that any request, order, application, statement/notification, information, instruction or consignment to be delivered, supplied or sent between the Bank and the Customer in connection with Banking Operations, shall be drawn up in Latvian in writing unless otherwise provided by relevant provisions for Banking Operations or the contract concluded between the Parties. 2.3. The Bank shall send all requests, orders, applications, statements/notifications, information, instructions or consignments connected with Banking Operations to the Customer’s address specified in the contracts concluded between the Parties, or to the Customer’s address specified in the application form or according to another procedure set forth by the Bank. The Bank shall be entitled to use third-party services for processing and/or delivery of consignments, information or data, as well as to send text messages (SMS), electronic mail messages and other kind of messages to the Customer to his/her connection number assigned by his/her mobile communications carrier and/or electronic mail address, which are registered with the Bank. The Bank’s consignments and messages (requests, letters, offers, etc.) sent via electronic communication networks, electronic means of communication, third-party services, or communicated via voice telephony (the Internet, e-mail, telephone, facsimile, SMS, etc.) solely by initiative of the Bank without the Customer’s and its authorised person’s (user’s) consent given explicitly or expressed in mutual agreements, will at no time constitute an invitation, instruction, offer or any other possibility to disclose (incl. to send, transmit, upload, modify, update, adjust, personalize, etc.) the means of identification issued by the Bank (access codes, PINs, passwords, test keys, payment card numbers, user passwords, code card or code calculator codes, etc.) or any other confidential information whatsoever (or any part thereof), which is defined as such in contracts concluded between the Parties and is related to using Banking Operations or services. Such communication will not constitute also the possibility of unauthorised distribution, downloading, installation, execution, setting, deletion, modification, addition, correction, updating, automation, customisation or personalization of a computer, application software, operating system, communication networks, including their settings or components. 2.4. All statements/notifications or documents shall be deemed sent to the Customer or received at the Bank as at the moment when the particular statement/notification or document is registered with the Bank’s office documentation registers unless otherwise provided by relevant provisions for Banking Operations. Statements/notifications and documents kept at the Bank by the Customer’s order shall be deemed sent on the date indicated on the consignment by the Bank. 2.5. Execution of received orders and documents shall be performed under the relevant provisions governing the respective Banking Operation. 3. VERIFICATION OF THE RECEIVED DOCUMENTS, PAYMENTS AND ORDERS 3.1. If under the Provisions or provisions for Banking Operations, the Bank is required check authenticity, fullness, verity and validity of documents, or to translate their contents, the Bank shall bear liability for gross negligence only. If the above-mentioned activities are requisite in order to carry out the Customer’s order to the Bank, the Bank has the right to use third-party services at the Customer’s expense. 3.2. If sums or figures in the Banking Operation documents are written in the form of both letters and figures and if they differ, the Bank shall have the right not to execute such an transaction or to execute it on the basis of the sum or figures written in the form of letters. In case of electronic payment systems, the Bank shall regard the sum or figure stated in the form of numbers as a basis for performing Banking Operations. 3.3. When effecting payments on the basis of a letter of credit, collection, writ of execution or other claim or executive document, as well as in cases when legalised, notarised or apostilled foreign-origin documents are presented to the Bank, the Bank shall be obliged to examine formal correspondence of these documents to the standard or the generally accepted form if such a form exists. 3.4. All the documents submitted or sent to the Bank must be clearly legible and completed correctly, and signed with such writing implements that the written text remains visible for an unlimited period of time and is erasable only by inflicting significant damage on the material of the document. The Bank shall not be obliged but has the right to check whether such writing implements have been used. The Customer shall bear liability for losses arising from the use of other type of writing implements and for losses incurred due to the submission of documents filled in incorrectly or illegibly. The Bank
0353T, 3.8 17.03.2009
- reported by custody court or instituion temporary performing its duties. - reported by custody court or instituion temporary performing its duties, or the guardian.
shall possess the right not to accept payment documents that are illegible or completed incorrectly. 3.5. The Bank shall have the right to demand an additional confirmation for orders, which have not been given in person by the Customer or their representative to the Bank, and in cases when doubts arise to the Bank as to the authenticity of such order or where, at the time of execution of the order, the Bank finds that the order has been given on the basis of information, which, according to information at the disposal of the Bank, turns out to be inaccurate or incorrect at the time of execution of the order. The Bank shall have the right not to execute such order until and unless the Customer’s confirmation of the order is obtained. In such an event the Bank shall have no liability for losses incurred by the Customer due to the delayed execution of the order. 3.6. All documents of Banking Operations must be signed on behalf of the Bank by persons authorised by the Bank. 4. COMMUNICATION (TRANSMISSION) FAILURES, DELAYS AND OTHER CIRCUMSTANCES 4.1. When the Parties use means of communication in Banking Operations, the Bank shall have no liability for losses incurred as a result of failures of mail, facsimile, electronic and technical equipment used in the relevant banking services or for failures of any other means of communication. 4.2. The Bank shall have no liability for delays in order transmission, loss of consignments, transmission errors or distortions arising from lack or damage of communication facilities, time zone differences, exchange rate fluctuations or any other circumstances beyond the will or control of the Bank. 4.3. When an activity being part of the Banking Operation is to be carried out within a fixed period of time, the Customer shall be obliged to specify the term for every such occasion individually. The term when the order becomes due shall be specified in writing unless another procedure is prescribed by the transaction concluded by the Parties. The Bank reserves the right not to observe this term if according to the general practice of the Bank, execution of the order within such a term is impossible. In such event, the Bank shall have no liability for losses incurred to the Customer due to delays in execution of the order. If the Customer has failed to include the due date in the transaction documentation or order, the Bank shall have no liability for losses incurred to the Customer due to delays in execution of the activity or order. 4.4. The Bank shall possess the right to request, at Customer’s expense, a confirmation of the orders received from the Customer by mail, facsimile, phone, electronic means and other means of communication. If the Bank delivers such a written confirmation to the Customer, the Customer is obliged to immediately sign this confirmation and return it to the Bank if the Customer accepts the contents of the order confirmation, or to challenge the contents of this confirmation if it differs from the order of the Customer. The Customer shall confirm that the person who signs the order confirmation is authorised to give such an order and to operate with the Account to the extent of the order. 4.5. Sending (delivery, transportation) of money and other valuables shall be performed by the Bank at the risk and expense of the Customer unless agreed otherwise. 5. CLEARANCE, ASSIGNMENT 5.1. The Bank shall possess the right to use any account balances of the Customer for discharge of the Customer’s obligations to the Bank without any express permission of the Customer. The Customer shall have the right also to bring his/her claim against the Bank’s clearance with counterclaims only in the cases when claims are conclusive and admitted to be validly existing (effective) by the court, and only in the same currency, or, if the Bank accepts it, in another currency converting it at Customer’s expense according to the Bank’s exchange rates as of that day. The Bank shall possess the right to use any claim of the Customer against the Bank for clearance of the obligations of any Party. 5.2. The Bank shall possess the right to exercise the right to offset (lien) to secure its right of claim against the Customer, and the Customer accepts the right of offset of the Bank on any property of the Customer that is handed over in possession of the Bank in the extent needed to ensure discharge of the Customer’s obligations to the Bank. 5.3. The Bank is entitled to assign (transfer) its right of claim against the Customer to a third party. The Customer is entitled to assign (transfer) his/her right of claim against the Bank only upon a written consent of the Bank. The Bank has the right on its behalf but at the Customer’s expense to transfer the order of the Customer to a third party if the Bank deems this to be at the Customer’s advantage. In such event, the Bank’s liability shall be limited to a reasonable choice of the third party and explanations of the contents of the order. If the choice and explanations of the order were conducted according to the instructions of the Customer, the Customer shall bear full liability for execution of the order. However, in such case, the Bank shall be obliged to perform assignment to the Customer of all of the Bank’s claims against the third party. 6. ACCOUNT 6.1. OPENING OF ACCOUNT 6.1.1. The Customer is entitled to open money and/or securities accounts with the Bank. The Customer’s money accounts with the Bank are multi-currency accounts. The Customer is entitled to specify a principal currency and the permitted currencies for each specific account. The principal currency of the account is an account base currency determined by the Customer to which the Bank converts all those currencies not specified by the Customer as the permitted currencies according to the Bank’s rate of exchange as of that day at the end of the day. In case the total amount of funds following their conversion to the account’s base currency is less than 0.01, it is deemed to be equal with 0. The Customer shall have the right to deal with the undefined currencies transferred to the account only within the day of transfer. The permitted account currencies are the account currencies determined by the Customer that remain unconverted for an unlimited period of time. All other currencies shall be regarded as undefined currencies. Balances of the account base currency and permitted account currencies are included in the Customer’s account statements. Securities owned by the Customer are accounted for in the Customer’s securities account. Public securities issued in Latvia and owned by the Customer are held by the Bank with AS Latvijas Centrālais Depozitārijs (Latvian Central Depository). 6.1.2. W hen the Customer wishes to open another account, the Parties shall sign a new contract on opening of the account. Amendments to the above-mentioned contracts shall be made in accordance with the terms and conditions of the relevant contract. The natural person or legal person with whom the Bank has concluded a contract on opening and servicing of the account shall be considered the account holder by the Bank, unless otherwise stipulated in the said contract. 6.1.3. The Customer’s assets in foreign currencies shall be placed into the Bank’s correspondent accounts on its own behalf but at Customer’s liability and risk. Securities of foreign issuers that are at Customer’s possession shall be held at the subcustodians, depositories and registers of the corresponding countries. The Customer assumes liability for his/her investment into foreign securities and for the performance of obligations arising from such investment in compliance with the legislation of the country of investment. The Customer assumes all the risks arising from currency exchange restrictions, alienation of securities or restrictions on their order, taxes, charges and other payments effective in the respective country.
6.2. USE OF ACCOUNT 6.2.1. Operations with account of a natural person shall be performed by the natural person himself/herself or by a person duly authorised thereto. 6.2.2. Operations with account of a legal person shall be performed by its representatives who have registered their signatory powers with the Bank and have the right of performing operations with the legal person’s account. The Bank has the right of extending account holder representative’s signatory powers to all of the holder’s accounts with the Bank unless otherwise stipulated by the contracts concluded between the Bank and the Customer on opening and servicing the accounts or by other written instructions of the account holder to the Bank. Changes in the specimen signature card are made by the Bank according to the Customer representative’s request, which does not contradict the applicable legal acts. 6.2.3. The Bank shall perform the Banking Operations as instructed by the Customer only after reviewing and accepting the Customer’s documents on signatory powers submitted to the Bank. The Bank reserves the right to review the Customer’s documents on signatory powers for 2 (two) business days of the Bank. 6.2.4. The Customer assumes full liability for his/her orders to the Bank as well as for fullness and accuracy of these orders. 6.3. PAYMENTS INTO THE ACCOUNT AND TRANSFERS FROM THE ACCOUNT 6.3.1. The Bank has the right to accept any payment into the Customer’s account without his/her consent. The Bank is authorised to make money transfers and transfers of securities into the Customers’ accounts under directions mentioned in the payment order of the Customer in compliance with the order stipulated in this clause. 6.3.2. The Bank shall also be entitled to make money transfers into the Customer’s account based exclusively on the account number indicated in the payment order if the name of the beneficiary given in such payment order does not match the account number (pursuant to the regulations of the Bank of Latvia, any credit institution of the Republic of Latvia upon performance of credit transfers in the Republic of Latvia also has the right of transferring money into the beneficiary account on the basis of the beneficiary’s account number in the payment order only, without taking into consideration the name of the beneficiary specified in the payment order). The Bank shall also have the right to transfer money to the Customer into another account held by the Customer if the Customer’s account specified in the payment order is closed. The Bank reserves the right of not executing the payment order if it has well-grounded doubts as to authenticity of the name of the beneficiary or of the beneficiary’s account number contained in the payment order. 6.3.3. If the currency of the Customer’s payment order is not one of the permitted account currencies, the Bank shall transfer the payment amount to the account identified in the payment order and convert it to the account principal currency at the end of the banking day according to the exchange rate of that day set by the Bank. Also in other transactions related to the performance of credit transfer the Bank shall follow the exchange rate of the particular day set by the Bank, unless transaction concluded between the Parties stipulates otherwise. 6.3.4. In case a money deposit into the Customer’s account and a transfer into the Customer’s account is made in error, due to a typing mistake, an unlawful action by third party, or is otherwise lacking legal grounds, the Bank may return the amount in question by making a corrective entry in the account without any prior notice to the Customer. If the account lacks funds or if operations with the account, or with monies in the account, are restricted, then the Customer shall have a duty to return to the Bank any non-repaid amount of money received in absence of legal grounds, and the Bank shall have the right to debit, without the Customer’s prior approval thereof, the necessary amount from accounts held by the Customer. 6.3.5. If the payment order does not provide for money transfers to the beneficiary’s account and the Bank possesses sufficient information about the beneficiary to send a notification about the sum payable to the beneficiary, the Bank shall send the notification to the beneficiary not later than on the next bank business day following the acceptance of the payment order. If a later date of payment is specified in the payment order, the notification shall be sent not later than on the date specified. 6.3.6. The Bank performs fund disbursements and money and securities transfers from the Customer’s account in accordance with the instructions of the Customer that are contained in the payment order of the Customer subject to the procedure stipulated in this clause. 6.3.7. The Customer shall be obliged to provide all details necessary for credit transfers: Customer’s name and account number in the Bank, amount of the money transfer, full names, addresses and bank codes (S.W.I.F.T., BLZ, ABA, Sort Code, etc.) of the beneficiary’s bank or the correspondent bank in the particular currency, beneficiary’s name, account number and transfer details if requested by the beneficiary’s bank or set out in the legislation of the country of the beneficiary’s bank. In case of the Customer’s failure to provide the necessary details, the Bank may but is not obliged to contact the Customer for additional information. If it is impossible for the Bank to reach the Customer to agree on all details of the payment order, the Bank shall have the right not to accept such credit transfer. The Customer may approach the Bank for assistance in order to find out all the necessary details for the credit transfer, and the Bank undertakes to provide this information to the extent reasonably possible. If the Customer has not specified the beneficiary’s bank and correspondent bank of the outgoing credit transfer in the particular currency, the Bank reserves the right to independently chose a correspondent bank on the basis of the available information without co-ordinating the choice with the Customer. If the choice of the correspondent bank based on the available information turns out to be incorrect and the credit transfer is returned to the Bank, the Bank shall make a repeated credit transfer at its own expense. If the repeated transfer is not accepted, the amount of transfer is paid in the Customer’s account recording this transfer by a respective book-statement without charging transfer commission fees. If the Customer has provided all the necessary credit transfer details but the transfer has not reached the beneficiary’s bank in the time due to the Bank’s fault or any other conditions, the Bank shall be liable for this in cases and to the amount stipulated by the Bank of Latvia. The Bank is authorised to independently choose the routing of the credit transfer to the beneficiary’s bank. 6.3.8. The Bank shall have no liability for execution of the payment orders in cases of insufficient amounts of securities or money in the Customer’s accounts. If the Customer has submitted a payment order in a certain currency for an amount exceeding the available assets in this currency, the Bank is authorised to use Customer’s assets in other currencies at its own discretion but it shall not be obliged to do so. In such event, the Bank’s exchange rate of that day will be applied. The Bank shall not execute the Customer’s payment order if the indicated amount of securities exceeds the amount of securities in the Customer’s account. In case the Customer submits several payment orders for a total amount exceeding the available assets of the Customer and the Customer has not asked to perform them in a specific sequence, the Bank is authorised to sequence these payment orders at its own discretion. In case the Customer has given several instructions for transfer of securities from the Customer’s account for a total amount exceeding the number of securities available on the Customer’s account and the Customer has not asked to perform them in a specific sequence, the Bank is authorised to execute the received instructions in the sequence of their submission subject to the provisions stipulated in this clause.
6.3.9. The Customer has the right to submit a revocation of the payment order by filling in a Bank’s form or presenting a corresponding application. However, the Bank does not guarantee non-execution of the payment order. The Bank shall, to the extent reasonably possible, contact the beneficiary’s bank or intermediary banks or the direct beneficiary in order to recover the transferred money. If the Bank has not yet sent the payment order but processing thereof has been started, the Bank shall make all the necessary activities to cancel execution of the payment order. The Bank shall transfer the amount in question back to the Customer’s account only after it is sure that the payment order will not be performed in any of the payment order processing links (neither in the Bank, nor outside it) and upon receipt of the money back from the beneficiary or the intermediary bank. If the Customer has submitted a revocation for a payment already effected, the beneficiary of which is a Customer of the Bank, on the basis of request made by the Customer-payer Bank shall, to the extent reasonably possible, try to contact the Customer–beneficiary to receive his/her approval for returning the payment to the Customer-payer. The payment shall be returned to the Customer–payer only when approval by the Customer-beneficiary is received. 6.3.10. When money is paid in or out, bank statements from the Bank’s account register or the cash deposit or withdrawal document (account statement) of the Bank shall be regarded as a sufficient proof of the payment. In case of securities’ and credit transfer, statements from the Bank’s account register shall be regarded as a sufficient proof of the transfer. The signature of a Bank’s employee on a Banking Operation document implies only that this document is accepted for execution. 6.3.11. Upon execution of internal credit transfer, the payment order shall be accepted at the moment when all necessary processing procedures of the order have been performed and the specified beneficiary’s account with the Bank has been credited. Upon performance of interbank credit transfer, the payment order is accepted at the moment when all necessary processing procedures of the order have been performed and payment message is sent out of the Bank. In addition, in both of the abovementioned cases the following conditions must be complied with: payment order contains all information necessary for execution thereof; the Bank has received the necessary sum of money, except for cases when another agreement stipulates otherwise. 6.3.12. The Bank sends the funds specified in the payment order submitted within the term set by the Price List of the Bank to the beneficiary’s bank not later than on the day of execution of credit transfer mentioned in the Price List of the Bank, except cases when the credit transfer must be effected by using one or several intermediary banks and Bank cannot guarantee completion of credit transfer within the set period of time. The Bank shall hand over the received sum of credit transfer to the beneficiary not later than on the next business day following the acceptance of the payment order, provided that the sender of credit transfer has paid the specified funds to the Bank and payment order contains information necessary for its performance. Funds on the Customer’s account gain or lose real value on the value date mentioned in the account statement. 6.3.13. Customer’s order on securities’ transactions with involvement of money shall also be regarded as the Customer’s order in respect of the Customer’s current account or private account within framework of the transaction. 6.3.14. In case of inter-bank transfers, the Bank shall be deemed to have settled all of its obligations under the received payment document or order in compliance with the Conditions and the Regulations of the Bank of Latvia as from the moment when the transfer in question is credited to the correspondent account of the beneficiary’s bank in the specified currency. The Bank shall bear no responsibility for disbursement of the transferred money to the beneficiary indicated in the payment order. 6.3.15. If the Customer submits a payment order with a note that the commission fees charged by the foreign banks shall be paid by the beneficiary, this shall imply that all the commission fees of the intermediary banks and beneficiary’s banks involved in the transfer shall be paid by the beneficiary. The Bank shall transfer the payment to the correspondent bank or the beneficiary’s bank with a note SHA in the corresponding S.W.I.F.T. statement field Details of Charges. The intermediary banks or the beneficiary bank shall have the right but not a duty to collect commission fees from the transferred amount of money prior to or after the crediting of money to the beneficiary’s account. If the Customer submits a payment order with a note that the commission fees charged by the foreign banks shall be paid by the originator this shall imply that all the commission fees of the intermediary banks and beneficiary’s banks involved in the transfer shall be paid by the Customer. The Bank shall transfer the payment to the correspondent bank or the beneficiary bank with a note OUR in the corresponding S.W.I.F.T. statement field Details of Charges instructing the beneficiary’s bank to pay out full amount of the transfer to the beneficiary. The Bank’s liability is limited to this condition. The Bank has no responsibility for non-compliance by an intermediary bank or the beneficiary bank with the Bank’s instructions, or for incomplete receipt of the credit transfer due to conditions beyond the control of the Bank. The Bank is entitled to charge the commission fees claimed by the beneficiary’s bank or other fees related to this money transfer from the account of the Customer without acceptance given by the Customer. 6.3.16. When performing intrabank securities transfers, the Bank shall be deemed to have discharged all obligations arising from the received order in compliance with these Conditions as from the moment when these securities are recorded into the beneficiary’s securities account. When performing inter-bank transfers of securities issued in Latvia, the Bank shall be deemed to have discharged all obligations arising from the received order in compliance with the Provisions from the moment when the securities are written off from the account of the Customers’ of the Bank held with the Latvian Central Depository. When performing inter-bank transfers of foreign-origin securities, it shall be deemed that the Bank has settled all obligations arising from the received order in compliance with the Provisions from the moment when these securities are written off from the account of the Customers’ of the Bank held with the sub-custodian. 6.3.17. If an action is brought against the Bank arising from a Bank’s guarantee for Customer’s obligations, the Bank shall possess the right to disburse the amount claimed from the Customer’s (debtor’s) account on the basis of the unilateral claim of the creditor without a court judgement, provided there is an advance agreement among the Bank, the creditor and the Customer (debtor) and if the Customer fails to present documents proving performance of his/her obligations. 6.4. CLOSING OF ACCOUNT 6.4.1. The Bank shall close the Customer’s account upon receipt of a written order of the Customer on closing of the account, as well as in other cases stipulated in the relevant contract and the Provisions. 6.4.2. The Bank shall have the right to close the Customer’s account without any prior notice to the Customer thereof if the Customer has not performed any operations in the account for more than 12 (twelve) months and the account balance is not positive or is equivalent to 0 (zero). 6.4.3. The Bank is authorized to close accounts, to terminate agreements and refuse any services to the Customer or a person related to the Customer (including any person, who is the Customer’s former or present representative under law or contract, beneficial owner, officer, or who is otherwise linked to the Customer, including any person having, or having had, a direct or indirect equity participation in the Customer), if the Customer
or the person related to the Customer commits or has committed, in the opinion of the Bank, an illegal, unfair or unethical act towards the Bank, or compromises, insults, offends or libels the Bank or its officers, or otherwise gives grounds for the Bank to consider further cooperation with the Customer or their representative as (potentially) disrespectful, unworthy, or harmful or even destructive to the good name and reputation of the Bank, as well as in cases when Bank is misled at the time of the opening of account by presentation of forged documents. 6.4.4. The Conditions and the Bank’s rates concerning claims between the Bank and the Customer are effective also upon closing of an account. 6.4.5. The Customer shall be obliged to release the Bank from all the obligations arising from the Customer’s orders, and to reimburse for all expenses and losses incurred to the Bank and to provide the necessary collateral if such is requested. 6.4.6. The documents submitted for opening of the account and performing Banking Operations will not be returned to the Customer. 7. CURRENCY OF BANKING OPERATIONS Banking Operations shall be performed in the currency agreed upon in the relevant contract of the Parties. If no currency is specified in the contract, the Bank shall consider that Latvian lats (LVL) were intended. However, the Bank reserves the right to perform the particular Banking Operation in another currency if performance of the operation in the specific currency is impossible due to conditions for which the Bank has no responsibility or occurrence of which does not result from the Bank’s activities. 8. FEES FOR SERVICES, REIMBURSMENT FOR COSTS 8.1. Services provided by the Bank to the Customer as part of the Banking Operations are paid services of the Bank, payment of which can be set as commission fees, interest payments, etc. 8.2. Payment amount and procedure for the services rendered are determined by the Price List of the Bank effective at the moment of rendering the service except for the cases when payment amount and procedure is stipulated in the contracts concluded between the Parties. The Price List of the Bank is available at the Bank’s premises during its business hours. 8.3. If the Customer has failed to pay the commission fees due to the Bank, the Bank shall have the right to discontinue delivery of services without notifying the Customer thereof. 8.4. For services not included in the Price List of the Bank but that are necessary to perform the Customer’s order the Bank shall quote reasonable and fair charges provided there are no other agreements with the Customer thereon. If the Bank and the Customer have agreed on the type of service to be rendered and the respective charge prior to the execution, the Customer shall not have the right of disputing the amount of the charge. 8.5. W hen using third-party services at the Customer’s expense, the Bank shall present to the Customer all the documents as a proof of the expenses incurred, and the Customer shall be obliged to settle payments for all expenses contained in the presented documents. The Customer shall also reimburse for all the expenses incurred to the Bank arising from the activities needed to perform the Banking Operations, as well as all and any extra costs such as duties, taxes, etc. The Bank shall be entitled to obtain information, documents and other proof that may be necessary to perform Banking Operations at the Customer’s expense, to obtain information on the Customer, to examine the information provided by the Customer and to examine, to manage or to alienate the collateral provided by the Customer, as well as to obtain statements from registers, confirmations from institutions, insurance documents, material evidences, etc. The Bank is entitled to cover all expenses incurred during obtaining the information by debiting the Customer’s accounts without consent of the Customer. 8.6. The Bank shall execute any enquiries from the state competent authorities and officials regarding the Customer, the Customer’s deposits and Banking Operations, as well as enquiries regarding collection, attachment or distraint of the Customer’s funds and other enquiries, the execution of which is required under laws and regulations of the Republic of Latvia, at the expense of the Customer. The Bank shall be entitled to debit the Customer’s accounts for charges of the execution of enquiries referred to in this clause at the rates fixed in the Price List of the Bank effective at the moment of execution of the relevant enquiry, without any prior notice to the Customer thereof. 8.7. The Bank shall make corresponding entries of payments to and from the Customer’s account arising from settlements of the fees and expense reimbursements set by the Bank. 9. COLLATERAL 9.1. OBJECT OF THE COLLATERAL 9.1.1. The Customer shall take all and any measures necessary to protect the Bank from any liability for the orders given by the Customer, and shall, upon request of the Bank, reimburse for all the losses, expenses and obligations of the Bank arising from gross negligence, bad faith or default on obligations by the Customer. 9.1.2. All the Customer’s financial means (such as cash, securities), present and future, in the Customer’s accounts with the Bank are pledged to the Bank as a financial collateral and serve as a security. The collateral shall cover all of the Customer’s obligations to the Bank, including payment for services rendered by the Bank, the Bank’s costs, expenses, interest and losses that may be payable to the Bank. In the event of the Customer’s failure to provide in due time the funds required for payments in the current account or private account, and also in all other events when a claim arises for the Bank against the Customer, the Bank shall have the right to satisfy such claim by enforcing the financial collateral. The Bank shall have the right, without any prior notice to the Customer, to debit (transfer) the amount payable from any of the Customer’s accounts with the Bank or from funds that are otherwise due to the Customer; as well as the Bank shall have the right to convert these funds on behalf of the Customer without any prior notice to the latter at the Bank’s exchange rate then in force. 9.1.3. Items at the Bank’s possession, holding or disposal shall be regarded as collateral for settlement of the Customer’s obligations to the Bank until the moment of performance of such obligations. The Customer shall be obliged to ensure maintenance of the objects of the collateral, to receive interest from such objects, and to provide the Bank with information requested by it in writing. 9.1.4. The Bank has the right (if deemed requisite by the Bank) to request the Customer to provide a collateral for performance of its obligations or (if it is already provided) to increase the value of the existing collateral even if the obligation is conditional. 9.2. ALIENATION OF THE OBJECT OF THE COLLATERAL 9.2.1. In case of non-performance or inadequate settlement of the Customer’s obligations to the Bank, the Bank shall have the right to enforce recovery procedure to any other aforesaid objects or other objects of the collateral (items and rights) offered or made available by the Customer to the Bank, by taking the possession of the objects of the collateral, to alienate or use these objects of collateral without prior notification to the Customer or an express notice unless otherwise agreed by the Parties. The Bank shall have the right to perform recovery operations from the object of collateral prior to the expiry of the term for obligation settlement if the Customer does not comply with the Bank’s request to provide or to increase the value of the collateral guaranteeing discharge of the Customer’s obligations to the Bank in accordance with the terms or procedures set by the Bank.
9.2.2. As from the moment of signing of the Banking Operation document or giving the order when the collateral is alienated in order to guarantee settlement of the obligations, the Customer instructs the Bank to sell the respective objects of collateral at a free price. In such event (if the Bank exercises the above-mentioned rights granted by the Customer, and performs recovery from the objects of collateral (items or rights) without engaging judicial institutions and auctions), the Bank shall act as a representative of the Customer. The Bank has the right to choose an the sequence of alienation. 9.2.3. The Bank shall divide and use income from alienation or use of the collateral in the following order: firstly, covering of the expenses arising from storage and transportation of the item(s) alienated, publishing of advertisements (if such are necessary), expert and specialist fees and alienation of the item(s) and use of their rights; secondly, pay-off of the due and outstanding interest payable by the Customer to the Bank; thirdly, performance of punitive measures and/or other duties of the Customer to the Bank that may result from delays and/or non-performance of the Customer’s obligations (payment of contractual penalty, earnest money); fourth, repayment of the principal sum of the debt. The funds that remain after alienation of the object of collateral or use of its rights and division and use of the income shall be paid out to the Customer notifying him/her within five days thereof. If the Customer, his/her successors, assigns or heirs cannot be located, the funds shall be kept at the Bank for which the Bank shall charge the Customer from his/her money assets held at the Bank. The Bank shall have the right to receive and to use interest from the object of the collateral. 10. WITHDRAWAL FROM THE AGREEMENT 10.1. The Bank shall be entitled to withdraw from the agreement entered into by and between the Parties without reimbursing the Customer for any loss by giving a 30 (thirty) days’ prior notice to the Customer thereof unless the relevant agreement stipulates other timeframe for unconditional unilateral withdrawal by the Bank. 10.2. The Bank shall be entitled to withdraw from the agreement entered into by and between the Parties forthwith without reimbursing the Customer for any losses, if he/she has provided false, incorrect or incomplete information regarding his/her person or financial standing, if the Customer has failed to fulfil a reasonable request of the Bank to submit or to increase the collateral for the obligations of the Customer within the set period of time or according to the procedure established by the Bank as well as in other cases specified in a particular agreement between the Parties. 10.3. The Bank shall have the right not to provide services for the Customer if he/she is in a condition of alcoholic intoxication, under toxic influence, as well as if he/she is unable to be aware of his/her actions, or behaviour of the Customer is inappropriate and disturbs the work of the Bank. 11. INHERITANCE In the case of death of the Customer, the Bank shall be entitled to request the document(-s) attesting the inheritance rights of the persons presenting requests to the Bank regarding the Customer's property and such persons shall submit such document(s) attesting their inheritance rights and such document(-s) shall comply with the legislation of the Republic of Latvia. The Bank shall be entitled to verify the authenticity, validity and completeness of the submitted documents at the expense of such persons. 12. PROVISION OF INFORMATION 12.1. The Bank hereby confirms that any information about the Customer in connection with Banking Operations shall be deemed confidential. The Bank shall provide information about the Customer in accordance with legislation of the Republic of Latvia and exclusively to specific persons, pursuant to the specified procedure and at the required extent. 12.2. The Bank shall be entitled to disclose to third parties information about Customers, which have failed to duly perform any agreements with the Bank. 12.3. The Bank shall have the right to provide information about the Customer and transactions undertaken: 12.3.1. to Swedbank Group companies (any Swedbank AB, registered with the Companies Registry of the Kingdom of Sweden under No. 502017-7753, Group companies, undertakings or business units, including those registered in non-member states of the European Economic Area), 12.3.2. to companies belonging to the Bank’s Group, to such other undertakings or companies, which have acquired a substantial equity participation, direct or indirect, in the Bank or in which the Bank or any Swedbank Group company has acquired a direct or indirect participation, 12.3.3. to the Bank’s and Swedbank Group company’s personal data protection officer registered with the Data State Inspectorate of the Republic of Latvia, 12.3.4. to personal data operators registered with the Data State Inspectorate of the Republic of Latvia at the extent such information may be required for execution of functions delegated to them. 12.4. The Bank shall have the right to furnish and receive information about the Customer to and from such third parties, to whom the Bank has delegated, under a contract, the performance of certain functions or delivery of services, which are necessary for provision of services and activities of the Bank. In such events the Bank shall furnish to or receive from third parties information about the Customer at the extent as may be required to provide the relevant service of the Bank. 12.5. The Bank shall have the right to furnish information to and receive information from the Bank of Latvia as and when prescribed in the Credit Register Regulations. The Customer shall have the right to receive such information about themselves, which is included in the Credit Register, subject to the procedure stipulated in the Bank of Latvia’s Credit Register Regulations. The Credit Register Regulations of the Bank of Latvia are available on the website of the Bank of Latvia at www.bank.lv. 12.6. Information about the Customer and the Customer’s transactions may be passed to the competent state institutions of the member states of the European Union, European Economic Area, Organization for Economic Cooperation and Development and other countries for the performance of functions set forth in legislation binding on such institutions, as well as to correspondent banks for execution of Customer’s orders or Banking Operations or for execution of duties set forth in applicable legislation. 13. RESPONSIBILITY. FORCE MAJEURE 13.1. The Bank shall execute the orders given by the Customer with the accuracy of a honest proprietor and protect the Customer's interests as far as possible and as far as the Bank is obliged to.
13.2. The Bank shall not be responsible for the default on or partial performance of obligations arising from the concluded agreements provided that the reason of the default is a result of force majeure (e.g. amendments and supplements of legal acts, adoption and/or enforcement of new legal acts, natural calamities and catastrophes, warfare, strikes, interruptions in communication media and information systems) and other circumstances that are beyond the Bank’s control. 13.3. The Bank shall be responsible for activities of its employees as far as they have been acting during the Bank’s business hours and executing their job duties and instructions of the management of the Bank. 14. OBLIGATION TO RAISE OBJECTIONS TIMELY 14.1. The Customer shall be obliged to follow the executed Banking Operations in the Customer’s account and check the accuracy and completeness of them to the actually performed Banking Operations not less than once in a month. 14.2. Claims regarding the Banking Operation on the Customer’s account shall be raised in a written form not later than within 60 (sixty) days of execution of the particular Banking Operation unless other term has been determined by the agreements concluded between the Parties. In the case of cash withdrawal, the received cash shall be checked immediately in the presence of the Bank’s employee issuing the cash. Any subsequent objections of the Customer shall not be considered. The failure to raise objections within the above-mentioned timescale shall be considered an implicit acceptance. 14.3. The Customer shall give an immediate notice of a non-received payment, transfer, message or necessary confirmation of the executed order. The Bank shall not accept objections regarding cash deposits confirmed by the signature of the Customer or his/her representative on the payment document. 15. DISPUTES All claims and disputes that might occur between the Bank and the Customer shall be settled by means of negotiations. If no agreement can be reached, the dispute shall be settled at the court according to the legislation of the Republic of Latvia or at the court of arbitration if that has been specified in the agreement concluded between the Parties. 16. MISCELLANEOUS 16.1. The Bank shall have the right to perform processing (such as collection, storage, registration, entering, transfer, transmission) of the personal data of the Customer, the Customer’s representative, represented person, beneficial owner and other third parties related to the Customer, as well as to receive personal data and other information from third parties (including without limitation from the central database of the Population Register of the Ministry of Interior, the State Revenue Service, State Social Insurance Agency and other state and municipal institutions and companies, cooperation partners, Credit Register of the Bank of Latvia) and to process such data. To process personal data, the Bank shall use the personal data processing system “Central System of the Bank” registered with the Data State Inspection of the Republic of Latvia (registration No. 1502; hereinafter – the Bank’s System). The controller of the Bank’s System is the Bank, and the purpose of its operation and data processing is to keep a register of customers, to render, offer and maintain services. The Bank’s System has personal data operators registered with the Data State Inspection of the Republic of Latvia, the list of who is available on the Bank’s website at www.swedbank.lv. The Bank has the right to change the personal data operators at its own discretion by registering them pursuant to laws and regulations of the Republic of Latvia and by publishing their list on the Bank’s website at www.swedbank.lv. 16.2. The Customer undertakes to exercise due diligence in ensuring that the confidential information of the Customer or its authorized person (user) does not become available to third parties. It shall be the duty of the Customer to use only secure (licensed, registered, adequately protected, commonly known and recognised) commercial electronic communication services, electronic communication networks, domains, means of communication and data transfer, equipment, components of facilities, software. Furthermore, it shall be the duty of the Customer to use the confidential information with precaution and take the precautionary measures defined by the Bank in selecting and using electronic communications company, electronic communication networks, top and other level domains, numbering plans, operating systems, application software, their parts, components, as well as physical and logical protection, including those provided for in the Bank’s corporate website www.swedbank.lv (which is the only top level domain of the Bank’s corporate website). 16.3. The premises of the Bank shall be considered as the place of execution the Banking Operations performed between the Bank and the Customer. 16.4. The legal relations between the Bank and the Customer shall be considered according to the legislation of the Republic of Latvia. 16.5. In the event of commencement of the Bank liquidation or bankruptcy proceedings, as well as in other cases provided for in laws and regulations of the Republic of Latvia, the Customer shall be entitled to the guaranteed compensation for the Customer’s deposits with the Bank to the extent and according to the procedure provided for by the Deposits Guarantee Law. 16.6. In the event of disputes, arguments or claims of linguistic or interpretive nature, the Latvian text of the Conditions or any other existing provisions and respective documentation of the Bank’s transactions, the legal doctrine and court practice of the Republic of Latvia shall prevail unless the corresponding regulations of the respective bank transaction prescribe otherwise. If these or any other documents are available in different languages, the text in Latvian language shall prevail, but their wording in other languages shall be considered as translation of the Latvian text only. 16.7. The Bank is entitled to make any amendments and additions in the Conditions unilaterally at its sole discretion. The Customer has the right to read the Conditions at the premises of the Bank during business hours as well as on the Bank’s website www.swedbank.lv. 16.8. Every part of the Conditions shall be interpreted as severally valid, however, should any part of Conditions (clause or paragraph) become illegal or invalid and it is due to amendments to the legislation of the Republic of Latvia, the respective part of the Conditions shall be invalid only within scope of the above-mentioned prohibition and it shall not undermine the binding effect of any other parts of the Conditions. 16.9. Headings and numeration of the Conditions are used for purpose of ease of reference and convenience only; they shall not be applied for the interpretation of the text of Conditions or interpretation of the meaning of the Conditions. 16.10. The Conditions shall be binding on and applicable not only to the Customer but also to every legal successor of the Customer, irrespective of any changes in the Customer’s staff or authorised persons.