DEFINITIONS SCHEDULE

DEFINITIONS SCHEDULE

Schedule, the Application Form, any Fee
Schedule and this Definitions Schedule.

1.	APPLICATIONANZ means Australia and New Zealand Banking
Group Limited ABN 11 005 357 522.

1.1	This document constitutes the Definitions
Schedule as referred to in the ANZ General
Banking Conditions.
1.2	This Definitions Schedule supplements the ANZ
General Banking Conditions. Capitalised terms usedin this Definitions Schedule have the meanings
given to them in this Definitions Schedule.
2.	INTERPRETATION AND
DEFINITIONS
2.1	Interpretation
	In the Agreement, unless the context otherwise
requires:(a)	a person includes a reference to a government,
state, state agency, corporation, body corporate,
association, partnership or individual;(b)	a person includes a reference to that person’s
legal personal representatives, successors andpermitted assigns;(c)	the singular includes the plural and vice versa;(d)	a reference to an agreement, a document or alaw is a reference to the agreement, document
or law (and, if applicable, any of its provisions) as
amended, novated, supplemented or replaced
for the time being; and(e)	section, clause, paragraph and other headings
are for convenience only and do not affecttheir interpretation.
2.2	Definitions
Account means any account held by the
Customer with the Bank.
Agent means any person appointed by
the Customer as its agent in respect of theAgreement and its Accounts and Services
including but not limited to a Correspondent
appointed by the Bank on behalf of the Customer.
Agreed Currency means the currency in which
any payment in respect of any Account orService under this Agreement is to be made asagreed between the Customer and the Bank, orin the absence of such agreement, as notified by
the Bank to the Customer.
Agreement means the Conditions, any
applicable Country Schedule, any applicable
Counterparty Schedule, any applicable Service

ANZ Receivables Management Service meansa collections or receivables service including any
or all of the following:• electronic receivables services that result ina credit to an Account (for example Direct
Debit Service);• cheque services that result in a credit to an
Account (for example Lockbox Service);• physical cash services that result in a credit
to an Account (for example over-the-counter
deposits); and• any reconciliation, enrichment or other overlay
services in relation to these.
Applicable Rate means the Bank’s thenprevailing exchange rate or, if unavailable, suchrate as reasonably determined by the Bank.
Application Form means any form signed by the
Customer in connection with the establishmentof one or more Accounts or Services.
Authorised Person means any person
authorised by the Customer (or, whereapplicable, the Agent) and notified to the Bankin a manner acceptable to the Bank to act on
the Customer’s behalf in giving Instructions andperforming any other acts, discretions or duties
under the Agreement or with respect to theoperation or use of any Account or Service.
Authorised SWIFT User means the Customer ora person registered with SWIFT and who is dulybound as a party to a SWIFT Agreement allowing
access to the SWIFT Messaging Services andmeets all relevant eligibility criteria provided,
for the avoidance of doubt, that a Customer
shall continue to be an Authorised SWIFT User
despite no longer satisfying the eligibility criteria
as required by any relevant SWIFT Agreement
during any period(s) specified in such SWIFT
Agreement as the period(s) given to such
Customer or the Authorised SWIFT User tomigrate to an alternative solution.
Authorised User means a person who is a Userand is authorised to give electronic Instructions
via an Electronic Banking Channel on the
Customer’s behalf and whom the Customer
has identified to the Bank in such manner as
approved by the Bank.

Authority means any regulatory, administrative,
government, quasi-government, supranational,
law enforcement or supervisory authority, court
or tribunal.

the Electronic Banking Channel, OTC Banking
and SWIFT Message, while the non-preferred
Channels include telephone, email, telex andfacsimile transmission.

Bank means ANZ and/or where the Account is
opened with, or where a Service is provided by, any
Bank Group Member, that Bank Group Member.

Cheque Collection Service means a service
provided by the Bank involving the collection ofInstruments from a Collection Location.

Bank Apps means a software application
provided by the Bank and run through a
Mobile Device.

Cheque Outsourcing Service means any offollowing services provided by the Bank:(a)	the issuance of Corporate Cheques in thename of the Customer;

Bank App Distributor means an entity that has
provided the Bank with a licence to promote andsell its Bank App on its application store.

(b)	the issuance of Bank Cheques;(c)	the issuance of any other Instrument; andBank Cheque means a bank cheque or cashierorder drawn by or on behalf of the Bank for
the Customer.

any printing, cheque customisation, formatting,delivery, payment warehousing, accounts
payable reconciliation and reporting associatedwith the above, or any other service or activity
related to or associated with any of the above,
excluding any such service in respect of foreign
currency drafts.

Bank Group Member means any of ANZ, its
subsidiaries, and all persons Controlled byany of the foregoing, in each case whereverin the world and including all branches andrepresentative or regional offices.

Cleared Funds means funds deposited into or
standing to the credit of any Account that the
Bank has received full and final payment thatcannot be reversed or cancelled.

Beneficiary Advisory Services means a service
provided by the Bank to notify, on behalf of the
Customer, a payee of a credit or transfer of funds
by the Customer into an account.

Client means a person or organisation
conducting business with the Customer.

Business Day means a day (other than astatutory or public holiday in the jurisdiction
where the applicable Account is held and,
where payment is being made or received, thehome jurisdiction of the relevant currency) on
which the Bank is open for the transaction ofordinary banking business in (i) the jurisdiction
where the applicable Account is held, (ii) wherean Instruction or communication is being
addressed, the country to which such Instruction
or communication is addressed and (iii) where apayment is being made or received, the homejurisdiction of the relevant currency.

Collection Location means the location fromwhich cash or an Instrument, as the case may be,
is to be collected as agreed between the Bankand the Customer.
Conditions means the ANZ General Banking
Conditions as amended and or supplemented
from time to time.
Confidential Payment Services means a service
provided by the Bank whereby the operationor use of an Account or Service is treated asconfidential by the Customer and only certain
Authorised Persons are permitted to operate or
use such Account or Service.

Cash Collection Service means a service
provided by the Bank involving the collection of
cash from a Collection Location.

Control means either: (a) the possession, directly
or indirectly, of more than 50% of the equity
interests in a person; or (b) the power to direct,
or cause the direction of, the management andpolicies of a person, whether through ownershipof voting interests, by contract or otherwise.

Cash Delivery Service means a service
provided by the Bank whereby cash is to bewithdrawn from an Account and delivered to a
Delivery Location.
Channel means any system, medium orchannel, whether internet based or not, which
may be provided by the Bank or any Third
Party from time to time to enable the Bank’s
customers to access and use banking andother services provided by the Bank and towhich the Customer may elect to subscribe(in the Application Form or otherwise) or as
agreed with the Bank. Unless otherwise agreed
between the Bank and the Customer, thepreferred Channels for accessing an Account orusing a Service or the giving of Instructions are

Corporate Cheque means any cheque drawn by
the Bank or its Correspondent in the name andon behalf of the Customer.
Correspondent means a financial institution
used by the Bank to make a payment directly or
indirectly to a payee or perform any Services inconnection with an Account and includes any
intermediary correspondent.

2Direct Debit Management Service means aservice provided by the Bank whereby the Bank
co-ordinates Mandates and related payments onbehalf of the Customer.

Correspondence means remittance advices,invoices and other documents (as agreed by
ANZ and the Customer).
Costs means costs, charges and expenses
including those incurred in connection withadvisers and any legal costs.

Direct Debit Service means a service provided
by the Bank for the electronic transfer of funds
from a payer to the Customer.

Counterparty Schedule means any specificconditions applying to the Customer on accountof the type of entity of the Customer.

Electronic Banking Channel means any internet/
online or similar Channel (including Host-to-Host)established by the Bank or a Third Party whichenables the Customer to access its Account(s),use any Services and/or give Instructions.

Country Schedule means any country-specificconditions applying to an Account or Service as
documented in a country schedule.

Fee Schedule means any fee schedule or feeschedule in any letter of offer in respect of any
fees for the opening, operation and maintenanceof any Account or the provision of any Service.

Credential means identifiers and/or Security
Devices or prescribed security procedures
relating to the Customer’s access to and/or
use of Electronic Banking Channels, which
may include any digital certificate(s), unique
identifiers, user name(s) and/or password(s),electronic signatures or other security
information or procedures agreed between the
Bank and the Customer from time to time, which
identify a user of an Electronic Banking Channel
as a User. A “valid Credential” means a Credential
which has been issued to the Customer (or, if
applicable, selected by the Customer) for use
in respect of an Electronic Banking Channel
and which has not been notified to the Bank as
being compromised.

Force Majeure Event means any event beyond
the Bank’s reasonable control, including, without
limitation:(a)	fire, flood, earthquake, storm or othernatural event;(b)	strike or other labour dispute;(c)	war, insurrection, terrorism or riot; (d)acts or
failure to act by any Authority;(e)	changes in Law or any order of any Authority;(f )	any failure, disruption or interference failureof any telecommunications, electricity
supply and other utilities;

Customer means the applicant named in the
Application Form.
Customer Information means information thatis not publicly available and which reasonably
identifies an individual.

(g)	any technical failures, disruptions orinterference to any computer system or
equipment or any Channel (whether causedby hardware or software); andCut-off Time means the latest time for the Bank
to receive an Instruction from the Customer.

(h)	any failure, disruption or interference of any
Service provided by the Bank or any Third
Party or Third Party System.

Definitions Schedule means the definitions
and provisions set out in this definitions
schedule and/or this definitions schedule, as
the context requires.

Foreign Currency Account means an Accountdenominated in a currency which is not thecurrency of the jurisdiction in which the Accountis held.

Delivery Box means a Lockbox or locked bag
or designated email address or facsimile
arranged by the Customer for the purposeof receiving Correspondence.

Governing Jurisdiction means the jurisdictionin which the Bank Group Member providing therelevant Accounts and/or Services is located (orif the relevant Accounts or Services are provided
by a branch of the Bank, the location of thatbranch) or such other jurisdiction agreed inwriting between the Bank and the Customer.

Delivery Location means, in respect of the Cash
Delivery Service, the location for delivery of the
cash as specified by the Customer.
Digital Certificates means an electronic
certificate embedded on a device whichauthenticates the sender, confirms approval ofan Instruction and encrypts the data so it stays
confidential and is not tampered with whilst it isbeing transmitted.

Guaranteed Money means all debit balancesof any nature, including any currency, standingin each of the Notional Pooling Accounts andall monetary liabilities of each Notional Pooling
Participant to the Bank under or in relation toeach Notional Pooling Account irrespectiveof whether the debit balances or monetaryliabilities are present or future; are actual,prospective, contingent or otherwise; are at any

Direct Debit Instruction means an authority
from the Customer to the Bank or to a third party
for electronic transfer of funds from an Account.

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time ascertained or unascertained; or comprise
any combination of the above.

country in which such Account is held and/or
currency that is not supported by local clearing.

Host-to-Host means the electronic host-tohost transmission system aimed at facilitating
the integrity and security of communications(including Instructions) transmitted from theCustomer to the Bank, or from the Bank to
the Customer.

Invalid Instrument means an Instrument
rendered invalid as determined by the Bankfor any reason, including, but not limited toreasons such as, damage to the Instrument(including wear and tear), invalid executionof the Instrument, the Instrument becoming
stale, the Customer not having valid title to theInstrument, there not being sufficient funds forclearing of the Instrument or the cancellation or
stop-payment of the Instrument.

Host-to-Host Service means the provision by the
Bank to the Customer of access to Host-to-Host.
Indirect Loss means any indirect or consequential
loss including loss of profits or anticipated savings,
loss of business opportunity, loss of goodwill or
reputation, business interruption, unauthorised
access to or loss of data, economic loss or any
special, indirect or consequential damage andincludes any Costs arising in connection with anyof them. Indirect Loss does not include any Lossthat arises in the usual course of things from therelevant act or omission.

Law means any treaty, law, statute, rule,
regulation, court order or standard of any
Authority or any request, order, directive,
guideline, notice, code, decision or statementof policy or practice of any Authority having theforce of law or, if not having the force of law,
in respect of which compliance in the relevant
jurisdiction is customary.
Liquidity Service means Sweep Service,
Interest Optimisation Service and Notional
Pooling Service.

Information means the content of any SWIFT
Message sent by the Bank to the Customer.
InstaCredit Service means a service provided
by the Bank to the Customer whereby the
Bank credits an Account for the full or partial
amount of any funds which are anticipated tobe received by the Bank for the account of the
Customer prior to the Bank actually receiving
those funds in full.

Lockbox means a designated location at the
Bank or at any other location (including that ofa Correspondent) as may be agreed between
the Customer and the Bank, for the collection
and safekeeping (until processing) of any
Instruments deposited by various payors infavour of the Customer.

Instructions mean all requests and instructions(including any standing instructions) relating toan Account or a Service given by the Customer(or where applicable the Agent) and received
by the Bank through any Channel (whether
preferred or non-preferred) or any other means
as agreed between the Bank and the Customer
and “Instruction” means any of the same.

Lockbox Service means a service provided
by the Bank whereby the Bank provides to
the Customer a facility to have Instruments
deposited at a Lockbox or for electronic
payment instructions to be collected andprocessed by the Bank and which may also
include Cheque Collection Services and services
for cheque clearing and processing, data
capture, invoice reconciliation and the provisionof reconciliation reports.

Instrument means cheques (including PDCs),
Bank Cheques, demand drafts, pay orders andany other instruments of a similar nature.

Loss means any damage, loss, liability, Cost,
delay or diminution in value.

Interest Optimisation Accounts means each
Account specified as such in the relevant
Application Form.

MACUG Service means the SWIFT Member
Administered Closed User Group environment
service administered by the Bank and set
up between the Customer, Bank and other
Authorised SWIFT User.

Interest Optimisation Participants means eachparticipant who participates in the Interest
Optimisation Service.

Mandate means an authority from a third party(which may be a customer of the Customer) toits bank for electronic transfer of funds from an
account of such third party to the Customer.

Interest Optimisation Service means a service
provided by the Bank whereby the Bank provides
the Interest Optimisation Participants with a rateof interest based on the total aggregate credit ordebit balances (as agreed) across all the Interest
Optimisation Accounts.

Mobile Device means a mobile device as
specified in the relevant Agreements for that
Bank App.

International Payment means (i) a payment
made from an Account to a payee account in
a different country from the country in whichsuch Account is held or (ii) a payment made in acurrency other than the domestic currency of the

Notional Pooling Accounts means each
Account specified as such in the relevant
Application Form.

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Security Device means security token, electronic
key or similar device.

Notional Pooling Participants means eachparticipant who participates in the Notional
Pooling Service as identified in the relevant
Application Form.

Service means any cash product, service,
Account, Electronic Banking Channel, facility,
loan, overdraft, extension of credit or any otherproduct, assistance or support whatsoever
provided by the Bank to the Customer otherthan any facility, loan, overdraft or extension of
credit expressly agreed in writing between the
Bank and the Customer.

Notional Pooling Service means a service
provided by the Bank whereby the balances of
the Notional Pooling Accounts of the Notional
Pooling Participants that is denominated in
one or more agreed currencies are notionallypooled for the purposes of interest calculation.
For the avoidance of doubt, the funds will not bephysically transferred from one Notional Pooling
Account to another.

Service Partner means a person the Bank selectsfrom time to time to receive communications(including Instructions) sent by the Customer,
via Host-to-Host, for processing and onward
transmission to the Bank.

OTC Banking means over-the-counter banking
at a branch of the Bank.

Service Schedule means any specific conditions
applying to a Service as documented in a
specific service schedule and/or such service
schedule, as the context requires.

Participants means Notional Pooling
Participants, Sweep Participants or Interest
Optimisation Participants.
PDC means post-dated cheque.

Sweep Accounts means each Account specified
as such in the relevant Application Form.

PDC List means a list containing the following
details:

Sweep Participants means each participant
whose Accounts are involved in a Sweep Service
as identified in the relevant Application Form.

(a)	cheque numbers and dates of the PDCs;(b)	drawers of the cheques; andSweep Service means a Service provided by
the Bank involving physical movement of funds
in a Sweep Account belonging to the Sweep
Participants held either in the same or different
jurisdictions as identified in the Application Form.

(c)	amount of the PDCs.
Personal Information means information oran opinion about an identified individual or anindividual who is reasonably identifiable.
Post-dated Cheque Management Service
means a service provided by the Bank for thewarehousing and management of PDCs.

Subscriber Digital Certificates means Digital
Certificates allocated to an individual andembedded on a security device such as a smart
card or flash memory-based Universal Serial Bus
drive (USB) key.

Potential Termination Event means any
event which, with the giving of notice or thelapse of time or both, would constitute a
Termination Event.

SWIFT means S.W.I.F.T. SCRL, a Belgian limited
liability co-operative society of Avenue Adele 1,
B-1310 La Hulpe, Belgium.

Purchase and/or Discounting Service meansa service provided by the Bank to credit the
Account of the Customer for the full amountor for part of the amount, respectively, ofInstruments and certain receivables of the
Customer prior to the clearing or value date.

SWIFT Agreement means any agreement
between SWIFT and the Customer (or its
Authorised SWIFT User) or the Bank, as thecase may be, in relation to the use of the SWIFT
Messaging Services.

Reporting Services means a service provided
by the Bank for the collection and sending ofbalance and transaction information relating
to an Account or one or more accounts of
the Customer with a third party bank and thereporting of such information to the Customer.

SWIFT Documentation means the SWIFT terms,
conditions, rules, policy, guides and procedures
applicable to the SWIFT Messaging Services orto the sending and receiving of SWIFT Messages,
as incorporated into the SWIFT Agreement or
notified to the Customer (or its Authorised SWIFTUser) by SWIFT or the Bank from time to time.

Sanctions means any economic or trade
sanctions, imposed by any Authority.

SWIFT Message means an electronic
communication, message or file sent orappearing to have been sent using the SWIFT
Messaging Services.

SCORE means the standardised corporate
environment service set up and administeredby SWIFT.

SWIFT Messaging Services means SWIFT’s
messaging services which are available toexchange SWIFT Messages between the Customer
or Authorised SWIFT User from time to time,
including through SCORE or a MACUG Service.

Security means any mortgage, lien, charge orother security or arrangement having like effect.

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Tax means any tax, levy, impost, duty or othercharge or withholding of a similar nature(including any penalty or interest payable inconnection with any failure to pay or any delay
in paying any of the same).
Termination Event means, in respect of the
Customer, the occurrence of any of the following
events:(a)	
Breach of Agreement. Failure by the
Customer to comply with, perform orobserve any term or condition containedin the Agreement and such failure is not
remedied on or before the fourteenthcalendar day after notice of such failure isgiven by the Bank.
(b)	
Bankruptcy. The Customer (i) is dissolved,
becomes insolvent or is unable to pay its
debts or fails or admits in writing its inability
generally to pay its debts as they become
due; (ii) makes a general assignment,
arrangement or composition with or for the
benefit of its creditors; (iii) institutes or has
instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or
any other relief under any bankruptcy or
insolvency law or other similar law affecting
creditors rights, or a petition is presented
for its winding-up or liquidation; (iv) has aresolution passed for its winding-up, official
management or liquidation; (v) seeks or
become subject to the appointment ofan administrator, provisional liquidator,
conservator, receiver, trustee, custodian
or other similar official for it or for any or
substantially all of the Customer’s assets; (vi)has a secured party take possession of all or
substantially all of its assets or has a distress,
execution, attachment, sequestration orother legal process levied, enforced, suedon or against all or substantially all of its
assets; (vii) is subject to any event withrespect to it which, under the applicablelaws of any jurisdiction, has an analogous
effect to any of the events specified inparagraphs (i) to (vi) above (inclusive) or(viii) takes any action in furtherance of, orindicating its consent to, approval of, or
acquiescence in, any of the foregoing acts
or circumstances;(c)	Material Adverse Change. There is a material
adverse change in the Customer’s financial
position which the Bank, in its sole andabsolute discretion, has determined may
affect the Customer’s ability to comply with
its obligations under the Agreement; andItem No.94307 11.2018 W603978(d)	
Illegality. An event or circumstance occurs
in relation to either party where it becomes
unlawful, for any reason whatsoever, for aparty to perform any absolute or contingent
obligation to make a payment or delivery
under the Agreement or to comply with anyother material provision of the Agreement
or when the Customer has acted
negligently or in breach of any trust or otherfiduciary duty.
Third Party means any independent contractor,
agent, partner bank, credit reporting body,insurer, reinsurer, Correspondent appointed
by the Bank as its agent or a provider of a
Third Party System (whether or not locatedin the Customer’s or the Bank’s country ofincorporation or establishment).
Third Party System means any payment,
clearing, settlement or other system as provided
by or established with one or more Third Parties.
Users mean any persons delegated by the
Customer to use an Electronic Banking Channel
and includes, but is not limited to, Authorised
Users.
User Guides means all (if any) customer guides,
manuals or similar documents made available
by the Bank to the Customer from time totime in relation to the Services, as they may beamended by the Bank or any of its affiliates fromtime to time.
Valid in relation to a Digital Certificate used by
the Customer means the public key of the Digital
Certificate as recorded by the Bank is registeredas being associated with the Customer with astatus of “Valid”.
Vault means a centralised vault facility withspecifications as agreed from time to time with
the Customer.
Virtual Account Numbers means dummy
account numbers assigned to the payors of the
Customer.
Withdrawal means in respect of any Account,any withdrawal or transfer of funds from such
Account.