ANZ GENER AL BANKING CONDITIONS

12. 2018

ANZ G ENER AL BANKING CONDITIONSGENERAL BANKING CONDITIONSINTRODUCTION(g) 	to inform the Bank as soon as possible of theoccurrence of any Termination Event;

These ANZ General Banking Conditions set out the terms
on which the Bank provides its Customer with one or more
Accounts and Services and must be read together with:(h)	that its rights in respect of an Account are personal
to the Customer, and notwithstanding any otherprovision contained in this Agreement, a purported
dealing by the Customer in relation to those rights(including by way of assignment, transfer, Security,
declaration of trust or otherwise) will not be effective
to give anybody other than the Customer any rightor interest in an Account as against the Bank;(a) 	the Definitions Schedule and any applicable Country
Schedule, Counterparty Schedule and Service
Schedule, each of which is a supplement to these
ANZ General Banking Conditions; and(b) 	the relevant Application Form and Fee Schedule.
Unless defined in these ANZ General Banking Conditions,capitalised terms used in these ANZ General Banking
Conditions have the meanings given to them in the
Definitions Schedule.
1.	CUSTOMER RESPONSIBILITIES,REPRESENTATIONS AND
WARRANTIES
1.1 Customer Agreements. The Customer agrees:(a) 	to provide the Bank with all information anddocumentation as the Bank may reasonably requestfrom time to time, including as may be required by
Law or any agreement or arrangement with any local
or foreign Authority. The Customer acknowledges
that all information provided to the Bank shall be
accurate, complete, up to date and not misleading;(b)	to promptly (or otherwise within 30 days) notify
the Bank of any changes to information previously
provided to the Bank. The Customer agrees that until
the Customer has notified the Bank of such change
and the Bank has had a reasonable opportunity to
act on such notification, the Bank may rely on theinformation previously provided to it;(c)	to comply with all instructions and procedures thatthe Bank may from time to time impose in relation tothe operation or use of any Account or any Service,including, without limitation, any identity checks,
verification procedures or other security proceduresthat the Bank may use to establish authenticity of
Instructions or prior to carrying out any Service orpart of a Service;(d)	to make its own assessment as to whether it issubject to any legal, regulatory or tax obligations or
duties in respect of the Agreement or any Accountor Service and at all times comply with such
legal, regulatory and tax obligations and duties.
The Customer acknowledges that the Bank is notproviding any legal, tax or accounting advice inrespect of any Account or Service, or any advice
regarding the suitability or profitability of any
transaction associated with any Account or Service;(i)	that it is responsible for maintaining the securityof its data and ensuring that its data is adequately
backed-up. The Customer agrees that in the absenceof any wilful misconduct, gross negligence or fraudon the part of the Bank, the Bank is not liable to theCustomer for any loss of its data; and(j)that the Customer will not:(i)	decompile, disassemble, reverse engineer,modify, enhance, adapt, translate, resell,
distribute, licence, sublicence, assign or
make copies of, or remove any copyright orproprietary notice from the Bank’s or Third
Parties’ intellectual property and any Electronic
Banking Channel;(ii)	do anything which interferes with, tampers
with, or otherwise adversely affects, any Bank
and/or Third Party‘s intellectual property rights
used in relation to any Electronic Banking
Channel; and(iii)	use the Bank or any Third Party’s intellectual
property or any software of any Electronic
Banking Channel to develop other software orcomputer applications or tools.

(k)	that where the Customer is acting as a trustee of atrust in using and operating a Service, even if thetrust does not have a trust deed, the Customer must
advise the Bank that it is so acting as a trustee. If the
Customer has not advised the Bank it is acting as atrustee of a trust, the Bank may treat the Customer
as acting on its own behalf under the Agreement,
and that Services are being used for the Customer’s
benefit only.
1.2 Role, Authority and Representations of Agent.
(a) 	Representations in respect of Agent. Where theCustomer appoints an Agent, each of the Customer
and the Agent represents and warrants to, andagrees with, the Bank that:(i)(e)	to inform the Bank as soon as possible of any error,
dispute or suspicion of fraud or illegality in respect of
any Account, Service or any Instruction;(f )	to use all reasonable precautions to prevent
fraudulent or unauthorised access to an Account or
the use of any Service;2		t he Customer has appointed the Agent as
its agent to enter into the Agreement with
the Bank on behalf of the Customer, and has
authorised the Agent to act or omit to act inany way the Customer itself could act or omit
to act with respect to the Agreement andany Account or Service, including, without
limitation, in relation to the following:(A)	the receipt of or access to any information
relating to the Agreement, an Account or
a Service;		(B)	the operation of an Account or a Service,including the issuing of any Instructions
to the Bank in respect of an Account or aService;		(C)	the agreement to any supplement to, oramendment, restatement or variation of,
the terms of the Agreement, including,
without limitation, the addition or removalof any Service;		(D)	the execution of any document andperformance of any act required to effector implement any of the above matters,	and the Customer will be bound by all such acts
and omissions whatsoever that the Agent shall door cause to be done or omit to do or cause to beomitted to be done;(ii)the Bank is authorised to deal with the Agentas the agent of the Customer until and unless
it receives written notice from the Customerthat the Agent is no longer authorised to act
as the agent of the Customer, and any suchtermination of authority shall not affect any prioracts or omissions of the Agent being binding on
the Customer; and(iii) the Customer and the Agent have obtained
all necessary consents and taken all necessary
action or steps to ensure that the arrangements
contemplated above are carried out with due
authority and in accordance with applicable
contractual or legal requirements.
(b)

B ank to Deal with Customer Only. The Bank shall not
be obliged to deal with any Agent but may elect todo so in its absolute discretion and subject to suchconditions, limitations or restrictions as the Bank mayfrom time to time impose. Unless otherwise agreed
by the Bank, in the event of any dispute arising outof or in connection with this Agreement (including,
without limitation, as a result of any act or omission
by the Agent), the Bank shall deal solely with theCustomer.

1.3	Authorised Persons. The Customer acknowledges
and agrees that:
(a)	each Authorised Person is authorised by the
Customer to give Instructions, perform any acts or
obligations under the Agreement for and on behalfof the Customer and bind the Customer under the
Agreement and any transaction contemplated by
the Agreement in relation to an Account or any
Service;(b)	the Customer is responsible to the Bank for all
Instructions signed, initiated, sent or given by an
Authorised Person and all acts of an Authorised
Person (including fees, charges and liabilities
incurred or to be incurred or arising from such
Instructions or acts);(c)	the Bank may rely on any Instruction or agreement
signed, initiated, sent or given by an Authorised
Person which purports or appears to be genuine

and to have been signed, initiated, sent or given
by an Authorised Person by whom it purports tobe signed, initiated, sent or given, notwithstandingthat the Customer subsequently alleges that such
instruction or agreement is not authorised by the
Customer;(d)	each Authorised Person will continue to beauthorised until such time as the Bank receives
written notice from the Customer to the contrary
and until receipt of such notification, the Bank will
be entitled to rely on, and will be fully protected inacting on, the information relating to the Authorised
Persons previously provided to it;(e)	the Bank may require each Authorised Person tobe identified according to any Law or any otherrequirement reasonably specified by the Bank. The
Bank may, in its discretion, not process or act on any
Instruction until it has completed the verification ofidentity checks required by all applicable Law; and(f )	where the Bank has agreed to provide the Customer
with Confidential Payment Services, it is the
Customer’s responsibility for ensuring that only
relevant personnel as selected and authorised by the
Customer are appointed as Authorised Persons in
respect of such Confidential Payment Services.
1.4 Communication Channels and Instructions.
(a) 	Channels and Instructions. The Customer agrees:(i)	to use a Channel only for the purpose of (A)accessing an Account or (B) using a Service or(C) giving Instructions;(ii)t o comply with all applicable Laws in (A) its
use of, (B) the giving of Instructions in respectof, and (C) any transactions initiated via, any
Channel;(iii)	to ensure that any Instruction is correct,
complete and authorised and that the Bank isentitled to assume so;(iv)	that any Instruction is irrevocable;(v)t hat the Bank may (but is not obliged to)enquire about or attempt to verify theauthenticity of any Instruction;(vi) t hat the Bank may act on any Instruction even if
such Instruction is contrary or inconsistent withany other existing Instruction received by theBank;(vii)	that, if requested by the Customer, the Bank
will use reasonable endeavours to cancel atransaction (including any payment) which
the Bank has carried out following receipt ofan Instruction or, if not carried out, to stop thefurther processing of the transaction (including
the payment), but the Bank will have no liability
for failure to do so. The Customer acknowledges
and agrees that in respect of any payment, if itrequests the Bank to cancel an Instruction, theBank may not return the funds to the Customer
until they are received by the Bank.

3

ANZ G ENER AL BANKING CONDITIONSElectronic Banking Channel is cancelled and/or
if otherwise required by the Bank;(viii) that the Bank may refuse to act on any
Instruction if:		(A)	the Instruction has not been received
prior to the relevant Cut-off Time;		(B)	the Instruction is incorrect, incomplete,unclear or inconsistent or does notcomply with the format specified by the
Bank or agreed with the Bank;		(C) 	the Instruction appears to the Bank to be
unauthorised, not authentic or in breachof any relevant security measure;		(D)	(whether in respect of a future value date
Instruction or otherwise) the value of any
Withdrawal in an Instruction exceeds the
Cleared Funds available in the relevant
Account at the relevant time or any
maximum limit allowed by the Bank oragreed by the Customer;		(E)	the Instruction is not within any
processing limits set by the Bank or
threshold or authorisation limits set
by the Customer (where applicableconverted into the relevant currency at
the Applicable Rate);		(F)	accepting or acting upon any Instruction
would require any action by orinformation from the Bank on a day that is
not a Business Day;		(G)	accepting or acting upon any Instruction
would cause a breach of any otheragreement between the Bank and theCustomer or any applicable Law, Sanction,requirement of any competent Authority
or any internal policy relating to corporate
governance, risk management or audit; or

		

(H)

a Termination Event has occurred.

(b) 	Electronic Banking Channel. In respect of an Electronic
Banking Channel, the Customer acknowledges andagrees that:(i)	the Customer shall be responsible for
identifying and establishing the appropriate
Users and ensuring that only those Users haveaccess to the Electronic Banking Channel and,in respect of an Authorised User, the Customer
shall also be responsible for creating therelevant authorities for those Authorised Users ;(ii)

Instructions given through the Electronic
Banking Channel shall be legal, valid andbinding on the Customer and shall have thesame legal effect, validity and enforcement as if
signed in writing;(iii) If the Bank provides the Customer with Security
Devices for use by the Customer to access theElectronic Banking Channel, all title and rights
in such Security Devices belong to the Bankand will remain the property of the Bank. The
Customer shall return the relevant Security
Device to the Bank as soon as reasonably
practicable if a User’s right to access the4(iv) information made available by the Bank
through the Electronic Banking Channel may
only be updated at certain intervals and assuch may not reflect Instructions given ortransactions made through the Electronic
Banking Channel in real time;(v)	it will take appropriate steps to ensure its
computer or any Mobile Device has theappropriate software to access and operate an
Electronic Banking Channel and is protectedagainst malware, viruses and unauthorised access;(vi) it will ensure that all Credentials are provided
only to those of its employees who are Users,
and that each User is required:		(A)	to maintain the strict confidentiality andsecrecy of his/her Credential; and

		

(B)

 ot to record his/her Credential in any
nwritten form;(vii)	it will notify the Bank immediately by telephone(and must confirm such notice in writing to
the Bank within 48 hours of such call) if the
Customer believes or suspects that there has
been or may be:		(A)	any fraudulent or unauthorised accessto, or use of, any Credential or Electronic
Banking Channel; or

		

(B)

a ny breach of any other security
procedure prescribed by the Bank,		(together a “Security Alert”), and unless anduntil the Customer notifies the Bank as provided
above, the Customer will remain responsible
for, and be bound by, any communications(including all Instructions) which the Bank
receives that are accompanied by, or sent
following input of, a valid Credential, regardlessof whether such communication were, in fact,
made or authorised by the Customer. If afterinvestigation the Security Alert is determinedby the Bank to be false, the Customer remains
bound by the communication;(viii)	following the Bank’s receipt of a notice referred
to in Clause 1.4(b)(vii) above, the Bank may takesuch action as the Bank considers appropriate
to seek to mitigate or remedy the relevant
Security Alert, including suspending theCustomer’s further use of an Electronic Banking
Channel until such time as the Security Alert has
been resolved;(ix)	as electronic services are subject to interruption,
unavailability or breach of security for avariety of reasons, access to and use of any
Electronic Banking Channel is offered on an‘as is, as available’ basis only. The Customer is
responsible for ensuring that the Customer
has adequate contingency plans to enable
the Customer to transact business by othermeans should there be an interruption to, or
unusual delay in respect to the operation of, anElectronic Banking Channel.

(ii)	may vary the Customer’s nominated electronic
address or terminate the Customer’s agreement
to accept electronic communication by
providing written notice to the Bank;(c)	Non-preferred Channels. Where Instructions areprovided through a non-preferred Channel, theCustomer acknowledges and agrees that:(i) 	the Customer accepts any risks in initiating andsending Instructions through a non-preferred
Channel (which it acknowledges is not a securemeans of sending Instructions and that theCustomer is using the non-preferred Channel
for its own convenience and other efficiency
benefits), including the risk that an Instruction
may be given that is incomplete, inaccurate or
not received in whole or in part by the Bank,
that an Instruction may be mistakenly given or
altered or that an Instruction, or a request or
instruction purporting to be an Instruction, may
be fraudulently given, altered or not otherwise
authorised by the Customer and acted upon by
the Bank;(ii)	the Bank is not obliged to act on or rely upon
any such Instruction; but should the Bank elect(at its discretion) to act on such Instruction, it
may (but is not obliged to) carry out verification
checks or other security measures as required(regardless of the nature of the transaction
or arrangement or the amount of money
involved); and(iii)	may request the Bank to provide the Customer
with a paper copy of the information madeavailable on the Bank’s website at www.anz.com
within six months from the receipt of the relevant
electronic communication to the Customer’s
nominated electronic address advising theinformation is available for retrieval; and(iv) a grees any electronic communication sent by
the Bank to one joint account holder, trustee,
partner or person in any entity comprisingmore than one person shall be deemed to bereceived by all joint account holders, trustees,
partners and persons jointly.
1.5	Customer’s Representations and warranties.
The Customer represents and warrants to the Bank,
that:
(a)
where the Customer is a corporation,(i)	the Customer is duly incorporated, establishedand validly existing under the Law of the
Customer’s country of incorporation,
establishment or constitution (as the casemay be);(iii)	where the Bank elects to act on such
Instruction, the Bank is entitled to treat such
Instruction as being fully authorised by andbinding on the Customer (whether or notverification checks or other security measures
are carried out).

(ii)	the Customer has the power to enter into andperform, and has taken all necessary action toauthorise the entry into and performance of
the Agreement to which the Customer is or will
be a party and the transactions (including any
loans to and borrowings from any companies
related to the Customer) contemplated by theAgreement;(d)	Recording of Communications. Subject to applicable
Law, either party may record any telephone calls
between them for quality control, security audit
and legal and regulatory compliance purposes andmay produce records of these communications asevidence in proceedings brought in connection with
the Agreement.
(e)(iii)	it is for its corporate and commercial benefit for
it to enter into the Agreement, and doing so is
consistent with its corporate interest; andNotice by Electronic Communication. The Customer:(iv)	neither the signing, delivery or performanceof the Agreement nor any Instruction ortransaction contemplated by the Agreement
does or will contravene or constitute a default
under, or cause to be exceeded:(i)	agrees that any notices from the Bank may beprovided by:				(A)	electronic communication to theCustomer’s nominated electronic address
or nominated mobile number; or(B) 	being made available on the Bank’s
website at www.anz.com for retrieval
by electronic communication with theCustomer, on the condition that the Bank;

			

			

(1)	promptly notifies the Customer byelectronic communication to theCustomer’s nominated electronic
address or nominated mobile
number that the information isavailable for retrieval on the Bank’s
website at www.anz.com, and thenature of the information; and(2)	provides the Customer withthe ability to readily retrieve
the information by electronic
communication.

		(A)	any Law applicable to the Customer or
any of the Customer’s assets;		(B)	the Customer’s constitutional documents;or		(C)	any agreement which is binding upon the
Customer; and(b)	where the Customer is acting as an agent on behalfof another person or entity, it has the full capacity
and authority to enter into the Agreement andagrees to be subject to the same obligations underthe Agreement as if it were acting on its own behalf.
(c)where a Customer is acting as a trustee:(i)	it has full power and authority to operate the
Account or use the Service in the manner the
Customer uses it; and5

ANZ G ENER AL BANKING CONDITIONS
be liable as provided under Clause 2.4 in respect of any
such Third Party that is its agent and not otherwise.
The Bank will not be liable for any Loss of the Customer
where the Customer appoints or selects the Agent or
Third Party System.

(ii)	in entering into the Agreement and in using
Accounts and the Services, the Customer is
at all times acting in the best interests of thebeneficiaries of the trust.
1.6 Anti-Money Laundering.
(a)	Notwithstanding any other provision containedin this Agreement to the contrary, the Bank is not
obliged to do or omit to do anything if it would, ormight in its reasonable opinion, constitute a breachof any anti-money laundering, counter-terrorism
financing or economic or trade sanctions laws or
regulations applicable to the Bank.
(b)	The Customer must promptly provide to the Bank
all information and documents that are within its
possession, custody or control reasonably requiredby the Bank in order for the Bank to comply with any
anti-money laundering, counter-terrorism financing
or economic or trade sanctions laws or regulations
applicable to the Bank.
(c)	The Customer agrees that the Bank may disclose
any information concerning the Customer to any
Authority where required by Law.
(d)	The Customer agrees to exercise its rights andperform its obligations under the Agreementin accordance with all applicable anti-money
laundering, counter-terrorism financing or economic
or trade sanctions laws or regulations.
(e)	The Customer declares that it is acting on its own
behalf and not in a trustee or agency capacity, unlessotherwise disclosed to the Bank.
1.7 Intellectual Property.
(a)	The Customer acknowledges and agrees that
all intellectual property rights in any document,
software, data, thing or process forming part ofor used in relation to an Account or Service or a
Channel are owned by either the Bank or a Third
Party and that the Customer does not have, andoperation or use of an Account or any Service or a
Channel does not give the Customer, any right, title
or interest in such intellectual property right.

2.3	Bank Role. The Bank is not acting as a fiduciaryfor or an advisor to the Customer in respect of theAgreement or any transaction thereunder.
2.4 	Liability. The Bank shall not be liable to the Customer
or any Agent for any Loss suffered or incurred or
which may arise directly or indirectly in any way
arising from or in any way connected with an Accountor any Service, save that the Bank shall remain liable
to the Customer or such Agent, as applicable, for any
direct Loss to the extent only that, that Loss is causedby the Bank’s (or its agent’s) gross negligence, wilful
misconduct or fraud. Notwithstanding the above, theBank will not in any circumstances be liable for:(a)	loss of data or business which the Customer or Agent
may suffer;(b)	any interruption to business; or(c)any failure to realise anticipated savings, and	neither the Bank nor the Customer will be liable tothe other party for any Indirect Loss.
2.5

 erformance of Services. To the maximum extent
P
permitted by Law, the Bank makes no, and disclaims
all, warranties, guarantees, conditions and covenantsin each case, whether express, statutory, impliedor otherwise arising from course of performance,
course of dealing or usage of trade (or theirequivalents under the laws of any jurisdiction),
regarding Services, including:(a) 	of merchantability, fitness for a particular purpose oruse, title, non-infringement, timeliness or currency;or(b)	The Customer agrees and undertakes not to do
anything which interferes with, tampers with orotherwise adversely affects any intellectual property
rights forming part of or used in relation to an
Account or Service or a Channel.

(b)	that a Service (or access to any portion thereof ) will
be uninterrupted or error-free, and the Customer
assumes the responsibility to take adequate
precautions against damages to its operations
which could be caused by defects, interruptions ormalfunctions in the Service.

2.	BANK RESPONSIBILITIES	In particular, the Customer acknowledges andagrees that where any file conversions are requiredin the use of the Service that the Customer willbear the risk of any errors or deficiencies in such fileconversion.

2.1	Services and Service Schedules. The Bank shallprovide one or more Services to the Customer asagreed from time to time with the Bank. To the extent
the provision of a Service is not addressed in theConditions, the applicable Service Schedule shallapply to the provision of such Service.
2.2	Independent Contractors, Agents and Third
Parties(a)	The Bank may use a Third Party or a Third Party System inconnection with any Service. Where the Bank appoints
any Third Party or uses any Third Party System, unlessotherwise agreed with the Customer the Bank will only
6

(b)	The Customer’s only recourse in connection withan Account or Service is against the Bank alone inaccordance with Clause 2.4 and not against any
Third Party.

2.6	Compliance with Veri­fication Checks And
Security Procedures. The Bank shall not at any
time be obliged to carry out a Service or any partof a Service in the event that any identity checks,
verification procedures or other security proceduresthat the Bank may, at its discretion, acting
reasonably, impose in respect of that Service havenot been complied with to its satisfaction.

2.7	Force Majeure Event. Notwithstanding theforegoing, neither the Bank nor the Customer
shall be responsible or liable to the other party for
any Loss incurred or sustained by the Bank or the
Customer due to a Force Majeure Event. If, as a resultof a Force Majeure Event, the Bank becomes unable,
wholly or in part, to perform any of its obligations
under the Agreement or to provide or maintainan Account or a Service, the Bank will suspend therelevant Account or Service until the relevant Force
Majeure Event has ceased to affect the availability of
the Account or Service.
3.

ACCOUNTS AND SERVICES

3.1	Opening of Accounts. The Bank shall open andmaintain one or more Accounts for the Customer
from time to time as agreed by the Bank. The
opening and operation of each Account shall be
subject to the Agreement, any applicable Law,
Sanction and the rules of any relevant Authority.
3.2	Types of Account.
(a)	The Bank may, in its sole discretion, agree to provide
the Customer with one or more current Accounts ortime or fixed term deposit Accounts.
(b)T he Customer shall provide the Bank with thenecessary Instructions with respect to the handlingof any time or fixed term deposit Account atmaturity. In the absence of any Instructions, the Bankmay (but is not obliged to) renew the time or fixed
term deposit Account by placing, as a fresh deposit,
the principal plus accrued interest for such period
as it deems fit or as permitted under applicable
Law. Interest shall be payable based on the rate
determined by the Bank or as agreed between
the Bank and the Customer. Any withdrawal prior
to its maturity date may only be made with theprior consent of the Bank and on such terms andconditions as the Bank may impose from time totime. The Bank may withhold some or all of theinterest payable or may impose charges on any
time or fixed term deposit Account from whichwithdrawals are made prior to maturity.

3.3	Currency of Account.
(a)	Any debits and credits denominated in a different
currency from that of the relevant Account shallbe converted into the relevant currency at the
Applicable Rate. Any charges incurred in connection
with such conversion will be for the account of
the Customer. The Bank is only obliged to effect apayment or a transfer of funds to or from an Accountat the place where the Account is established and
held.
(b)

In respect of any Account:(i) t he Bank assumes no liability for any diminution
in the value of funds in any Account for any
reason whatsoever (for example, fluctuation in
exchange rates, taxes or depreciation) or theunavailability of such funds on maturity due
to restrictions on convertibility, requisition,
involuntary transfers, moratoria, exchange
controls or any Force Majeure Event;(ii) 	if the country of origin of any currency restricts
the availability, credit or transfers of any funds inthat currency, the Bank will have no obligation
to pay, from any Account, such funds in thatcurrency. The Bank may (but shall not be obligedto), and the Customer authorises the Bank to,discharge its obligations with respect to suchfunds by paying to the Customer, at any time
(whether before or after maturity), such funds inany other currency at the Applicable Rate andin any manner as the Bank may determine atits discretion acting reasonably. The Customer
agrees that any such payment shall constitutegood, valid and complete discharge of theBank’s obligations to the Customer with respect
to such funds;(iii)	without prejudice to Clauses 3.3(b) (i) and (ii)above, the Customer acknowledges that all
deposits in Foreign Currency Accounts are
subject to fluctuations in prevailing market
conditions which upon maturity may resultin either gains or losses to earnings and/or
investments; and(iv)	the Customer acknowledges that opening of
any Foreign Currency Account may be subject
to such terms and conditions as may be
imposed by the Bank from time to time.
3.4	Interest. Each Account may or may not be interest
bearing as notified by the Bank to the Customer.
The rate, if any, at which interest shall accrue on theamount maintained in an Account shall be as agreed
between the Bank and the Customer or, where there
is no such agreement, as determined by the Bank in
its discretion acting reasonably and notified by the
Bank to the Customer from time to time.
3.5 Deposits and Receipts.
(a) 	Cash Deposit. In connection with any cash deposit
into any Account:(i)	such deposit will be subject to such limits as
the Bank may specify. The Bank shall be entitled
to refuse any cash for deposit if, in its soledetermination, the Bank is unable to satisfy itself
as to the origin of any such cash;(ii)

if the Bank agrees to accept cash deposits
in a currency other than the currency of thejurisdiction of the relevant branch at which
the deposit is made (“Branch Currency”), theCustomer agrees that the Bank may convertthat cash received from the Customer into theBranch Currency at the Applicable Rate; and(iii)	the Customer acknowledges and agrees
that deposit slips are not valid receipts or
documents of title. If the amount indicated on
the deposit slip differs from that of the Bank’s
cash count, the Bank’s cash count shall be final
and conclusive.
(b) 	Cheque Deposit. In connection with any chequedeposit made into any Account:(i)	when cheques (whether drawn on domestic
banks or foreign) are deposited for credit to
the Account, the Bank is not obliged to credit
7

ANZ G ENER AL BANKING CONDITIONS(viii)	the Customer agrees and confirms that it willbe the Customer’s obligation to resolve any
discrepancy that may be caused by the draweebank issuing a realisation certificate in respect ofan item for which the Bank or its Correspondent
may have received intimation that the saidcheque/draft has been returned unpaid, orotherwise remains outstanding.

the Account immediately and may not credit
the Account, until and unless the proceeds are
considered to be Cleared Funds;(ii)t he Bank will debit the Account with thecredited amount, together with all applicablecharges, interest and commissions relating
thereto, if the cheque is subsequently
dishonoured or unpaid for any reason;(iii)	the Bank shall have absolute discretion toaccept or refuse any cheque or Instrument for
deposit. All cheques deposited are received by
the Bank as agent for collection. The Bank may
in its discretion process a cheque even if there
is a difference in the beneficiary name specified
on the cheque as compared to the accountname of the Customer. Dishonoured cheques
may be returned by post to the Customer, at its
last known address, at the Customer’s own risk
and expense;(iv)	the Bank may agree with banks or clearing
houses to vary procedures and timelines
relating to the collection of returned chequesor any other item. The Bank is not responsible
for actions taken by such banks (or theiragents) or clearing houses or for the loss ordestruction of any such item in possessionof such banks or clearing houses or while intransit. The Customer agrees to use reasonable
efforts to assist the Bank in locating or obtaining
replacements of items lost while in the Bank’s
possession;(v)	the Customer shall immediately notify the Bank
if it becomes aware that any cheque (whether
completed or in blank) is lost or stolen. The
Customer shall not use any Account to allow
any third party to issue cheques or otherwise
use such Account unless specifically agreed to inwriting by the Bank. The Customer shall not issuecheques that are post-dated and the Bank shallnot be liable for any Loss caused by premature
payment or certification of a post-dated cheque.
Further, the Customer shall not insert andthe Bank is not required to comply with, any
condition, restriction or legend on any cheque;(vi)	the Customer agrees that the Bank need notgive notice of dishonor or note and protestof any dishonoured Instrument to which theCustomer is party and of which the Bank is theholder;(vii)	any cheque which is returned unpaid fromthe drawee bank or the Correspondent will be
returned by the Bank to the Customer alongwith the respective return memos. However,
if any such returned cheque is stolen, lost intransit or misplaced by the drawee bank or the
Correspondent then the Bank will not be under
any obligation to return that unpaid chequeto the Customer. In such cases, the Bank’s
statement intimating the non-payment and theloss of the returned cheque will be final andbinding on the Customer; and8(c) irect Debit Services. The Bank will provide anDelectronic collection service to enable monies tobe drawn from a Customer’s client’s account via a
Third Party System, provided the Customer’s client
has provided authority to do so. The Customer
acknowledges and agrees that the Bank is not
required at any time to verify or check that theCustomer has complied with any of its obligations inregard to the use of the Direct Debit Service.

(d) 	Receipts. In respect of any funds received by the Bankfor the account of the Customer:(i) 	unless otherwise notified by the Bank to theCustomer, any such funds shall be madeavailable for use by the Customer in accordancewith the Bank’s usual policy and practice forreceipt of funds;	(ii)	unless otherwise instructed by the Customer,
the Bank may deposit such funds into any of
the Customer’s Accounts. If any funds are ina currency in which the Customer does nothave an Account, the Customer agrees that the
Bank may, acting reasonably, convert the sum
received into a currency in which the Customer
has an Account at the Applicable Rate;(iii)	if the Customer instructs the Bank to deposit
funds into a particular Account and the funds
received by the Bank are in a currency which isdifferent from that of such Account, the Bank
shall convert the sum received into the currencyof such Account at the Applicable Rate; and(iv) where		(A)funds credited to any Account in
anticipation of receipt of funds (I) are notactually received by the Bank or (II) havebeen credited in error or as a result offraud; or		(B)t he Bank is (I) obliged to return funds
credited to any Account or (II) does notreceive funds for the Customer’s credit on
the date advised by or on behalf of the
Customer; or

		

(C)

t he Bank has reasonable grounds fordoing so,		the Bank shall be entitled to debit any Accountwith the amount previously credited (whereapplicable, converted at the Applicable Rate)
together with any applicable charges, interest
and commissions relating thereto.

3.6
(a)

Withdrawal and Payments.
Withdrawal and Payments. In respect of any
Withdrawal from an Account or payment
Instructions by the Customer:(i) 	the Bank will, subject to any limit agreed or
imposed by the Bank, allow a Withdrawal fromsuch Account:		(A)	if the Customer has Cleared Funds in such
Account at least equal to the Withdrawal
amount;		(B)	if the Withdrawal, including any
Instruction, is completed in compliancewith the Agreement; and		(C)	regardless of whether the relevant
Instrument presented to the Bank isdrawn, endorsed or payable to cash,
bearer or the order of the signatory or any
Authorised Person;(ii)	the Bank may, in its sole discretion, allow a
Withdrawal of funds which are not Cleared
Funds. If such funds are subsequently reversedor dishonoured, the Bank may exercise recourse
against the Customer and the Customer will be
liable for the value of the relevant debit to such
Account;(iii)	if it is not practicable for the Bank to honour
the Customer’s requested Withdrawal method,the Bank may honour any Withdrawal request
by provision of a Bank Cheque for effecting therelevant payment;(iv)	the Bank will process any Instructions on thepayment date specified by the Customer,
provided:		(A)	the Instruction has been received by the
Bank prior to the relevant Cut-off Time;		(B)	the payment is within any processing
limits set by the Bank or threshold or
authorisation limits set by the Customer(where applicable converted into therelevant currency at the Applicable Rate);and		(C)	the Account has sufficient Cleared Funds
or adequate credit arrangements in place
to make the payment specified in theInstruction;(v)	if an Instruction is received on or specifies apayment date falling on a non-Business Day, thepayment will be processed on the next Business
Day, unless otherwise agreed between the Bankand the Customer;

right to use any Third Party System, any Third
Party and any Agent in the execution of any
funds transfer Instruction and may otherwise
use any means of executing the funds transfer
Instruction which the Bank deems reasonable inthe circumstances;(ix) in respect of any International Payment:		(A)	the Customer acknowledges and agrees
that a Correspondent may chargecommissions, fees or charges in making
an International Payment to a payee’s
account. The Bank has no control oversuch commissions, fees or charges.
They may either be: (I) paid by the
payee separately or be deducted by theCorrespondent from the funds paid to thepayee’s account. Where such a deduction
is made by the Correspondent, the payee
will receive funds less than the value
amount specified in the Instruction; or(II) paid by the Customer to the Bank inaccordance with the Fee Schedule;		(B)	a Correspondent may at any time convert
a payment to its own preferred currency
before effecting the payment; and		(C)	the Bank may receive paymentof commission from or enter into
commission/revenue sharing
arrangements with its Correspondent,
the amount of which will depend on
various factors, including the volume
of business between the Bank and that
Correspondent;(x)		(A)	the Bank may rely upon (I) the identifying
number of the beneficiary, (II) the
beneficiary’s bank or (III) any Third Party
included in the funds transfer Instruction.
Further, the Customer acknowledges thatthe beneficiary’s bank may make paymenton the basis of such identifying number
even if it identifies a person different fromthe named beneficiary, and accordingly
agrees that the Customer shall be
responsible for the consequences of any
inconsistency between the name andidentifying number of any party in suchfunds transfer Instruction;		(B) 	that the Bank’s ability to send an
Instruction is subject to: (I) the availabilityof that particular currency; (II) the
Bank’s ability to deal with that particularcurrency; and (III) the applicable Law
and regulations and policy requirements
and restrictions of any relevant Authority,
Correspondent, receiving, clearing or
settlement bank related to that particularcurrency;		(C)	that certain foreign currencies may besubject to fluctuating currency exchange
rates, may not be freely convertible and(vi)	the Bank is, on receipt of an Instruction,authorised to debit the relevant Account for
the amount of the payment and to deduct
any applicable commission, fees, charges andexpenses;(vii)	unless specified by the Customer in any
Instruction, the Bank may determine the orderof priority of any payment in any Instruction;(viii)	notwithstanding any Instruction by the
Customer to the contrary, the Bank reserves thet he Customer acknowledges and agrees inconnection with any funds transfer Instruction:

9

ANZ G ENER AL BANKING CONDITIONS
applicable, that Instrument and willdebit any applicable charges fordoing so to the Customer’s Accounts
and, if that Bank Instrument is a Bank
Cheque and the Bank does stop or
cancel that Bank Cheque, it will credit
the value of that Bank Cheque to theCustomer’s nominated Account;

may be subject to relevant regulatory andother policy requirements and restrictions
applicable to that currency. The Customer
further acknowledges that fluctuationof the exchange rates could adversely
impact the amount of interest earned (ifany) on the Account.
(xi)	the Customer declares and undertakes to the
Bank that any payment processed by the Bankin accordance with any Instruction, will notbreach any Law, Sanction or requirement of
any competent Authority or any term of theAgreement, and that the Customer will notmake or allow to be made any payment for any
illegal or fraudulent purpose;(xii) w
 here the Bank has agreed to accept priordated payment Instructions, the Customer
acknowledges and agrees, any payment
processed under a prior dated Instruction
submitted by the Customer will be processedfor value on the day it is received by the Bankor, should the instruction be received after theapplicable Cut-off Time, on the next BusinessDay. The payment will not be processed forvalue on the past date specified in the payment
Instruction; and		(B)	if the Bank has met or elects tomeet a payment on any Instrument
notwithstanding the request from theCustomer to stop or cancel the Instrument(whether due to loss, theft or any otherreason), the Customer is responsible
for and authorises the Bank to debit
the Customer’s nominated Account for
any amount which has previously beencredited to the Customer;		(C)	the Customer shall promptly notify the
Bank to cancel any such request if andwhen the reason for such request ceases
to exist; and		(D)	unless the Customer cancels that request
by earlier written notice to the Bank, anysuch request shall expire and be of nofurther effect on the earlier to occur of(I) the payment or cancellation of theInstrument; (II) the closing of the Accountupon which the Instrument is drawn;(III) the date that is sixty days after thetransfer of the Account upon which theInstrument is drawn to another branchof the Bank; and (IV) the date that is six
months from the date such request was
made;(xiii)	any Service involving an account with anotherfinancial institution will be subject to that
financial institution sending the required
information to or carrying out transfer
instructions from the Bank within the requiredtime.
(b) 	Cheque Services. Where the Bank has agreed toprovide the Customer with cheque services inrespect of an Account or to issue an Instrument at
the request of the Customer:(i)the Customer shall		(A)	destroy or return to the Bank any unusedcheques and related materials upon thetermination of such Account; and		(B)	notify the Bank as soon as possible of theloss or theft of any Instrument;(ii)	the Customer acknowledges that if any third
party becomes a holder of an Instrument, it
may be entitled to enforce payment against theBank;(iii)	if the Customer requests the Bank to stop or
cancel any Instrument:
		

(A)

			

			

10

the Bank may(1)	in its sole discretion, acting
reasonably, determine whether tostop or cancel that Instrument,(2)	if the Bank is able to determinethat payment and processing ofthat Instrument has not yet been
completed, the Bank shall use
best efforts to stop or cancel, as(iv)	if the Bank agrees to issue a demand draft
on behalf of the Customer and the currencyof such demand draft is different from thecurrency of the relevant Account, the amountof funds debited from the relevant Accountshall be determined by converting the amountof such demand draft into the currency of therelevant Account at the Applicable Rate. Any
charges incurred in connection with the issueof such demand draft or such conversion will be
for the account of the Customer; and(v)	the Customer acknowledges that any
cheque service is subject to any threshold or
authorisation limits set by the Customer (whereapplicable, converted into the relevant currency
at the Applicable Rate).
(c) 	Direct Debit Instruction. Where the Bank has agreed toact on a Direct Debit Instruction:(i)the Customer acknowledges and agrees that:		(A)	the Bank is authorised to debit therelevant Account and process paymentsin accordance with the Direct Debit
Instruction, subject to the availability ofCleared Funds in such Account; and		(B)	information furnished by the Customer
in any Direct Debit Instruction is thesole responsibility of the Customer
and the Bank is entitled to rely onsuch information without making any
verification whatsoever.

(d) 	Beneficiary Advisory Services. Where the Bank has
agreed to provide the Customer with Beneficiary
Advisory Services:(i)	the Bank will (A) forward the information
provided in the Customer’s payment
Instruction as agent for the Customer and(B) use reasonable endeavours to complete
transmission of such remittance advices as
directed (including by electronic transmission
such as email or in the form of a printed advice);and(ii) 	the Bank accepts no liability for any failure oftransmission of remittance advices to the payee
where it has complied with Clause 3.6(d) (i) (B)above or the content or accuracy of any matter
which the Customer directs the Bank to include
in remittance advices.
3.7

Overdrafts.

(a)	Unless the Bank has agreed in writing to provide
an overdraft facility, the Customer shall keep all
Accounts in credit.
(b)	If an Instruction in relation to, or a transaction on, an
Account would overdraw an Account or exceed anagreed overdraft limit, the Bank is not obliged to (butmay in its absolute discretion determine to) effectsuch Instruction or transaction.
(c)	The Customer shall immediately pay sufficient funds
into the applicable Account to cover any overdrawn
amount in excess of a zero balance or, if applicable,
any overdraft limit agreed between the Bank and theCustomer.
(d)	The Customer acknowledges that the Bank shallcharge interest on any amount in debit, including
any overdrawn amounts or overdraft, at such rate
as notified by the Bank to the Customer, which shallaccrue on a daily basis.
(e)	Notwithstanding the foregoing, a specific overdraft
facility may be extended by the Bank at its absolute
discretion and upon such terms and conditions as
may be agreed between the Bank and the Customer.
4.	STATEMENTS OF ACCOUNT,CONFIRMATION ADVICES ANDREPORTING SERVICES
4.1	Statements and Advices. Account statements,
confirmation advices or reports (whether in paper
format or through any other Channel) may beprovided to the Customer (as agreed with theCustomer) or made accessible to the Customer atmonthly or such other intervals as the Bank may
agree with the Customer.

4.2	Discrepancies. The Customer shall verify
the correctness of each Account statement,
confirmation advice or report received from the
Bank and, unless the Customer informs the Bankin writing within 30 days of the date of each
Account statement or confirmation advice ofany error, irregularities, omissions, inaccuracies ordiscrepancies in the entries therein, such entries shallbe deemed correct and shall be binding unless there
is a manifest error or any wilful misconduct, grossnegligence or fraud on the part of the Bank.
4.3 Rectification of Errors or Omissions.
	Notwithstanding Clause 4.2 above, the Bank may at
any time rectify errors or omissions in any statement,
confirmation advice or report which, once sorectified, shall be binding on the Customer unlessthere is a manifest error or any wilful misconduct,
gross negligence or fraud on the part of the Bank.
4.4	Reporting Services. Where the Bank has agreed toprovide the Customer with Reporting Services:(a) 	the Customer authorises the Bank to send anddisclose to, and receive from (via SWIFT Message),
the nominated third party bank balance andtransaction information relating to an Account or
one or more accounts of the Customer with suchthird party bank;(b)	the Customer acknowledges and agrees that wherebalance and transaction information relating to an
Account is sent to the third party bank:(i)	such information shall only be up-to-date as at
the date and time of the transmission of that
information to the third party bank; and(ii)

that in performing this Reporting Service:		(A)	this in itself will not create a relationshipbetween the Bank and the third party
bank; and		(B)	the Bank has no control over the further
distribution of such information andaccepts no responsibility and accordingly
accepts no liability for the actions of thethird party bank in connection with suchinformation, except where there has been
wilful misconduct, gross negligence or
fraud on the part of the Bank;(c)	the Customer acknowledges and agrees that wherebalance and transaction information relating to one
or more accounts of the Customer with a third party
bank is sent by the third party bank to the Bank:(i) 	the Bank will report such information to theCustomer on an “as received” basis as the Bank
has no means of verifying the accuracy orcompleteness of such information. The Bank
accepts no responsibility and accordingly
accepts no liability for the accuracy orcompleteness of such information; and(ii)	the Bank is not responsible or liable for theactions of the third party bank and the Bank is
not liable if such information is not sent by thethird party bank to the Bank for any reason; and11

ANZ G ENER AL BANKING CONDITIONS(d)	the Customer acknowledges and agrees thatbalance and transaction information may be sent
to or received from a third party bank by electronictransmission and that as electronic services are
subject to delay, interruption or breakdown for avariety of reasons, the Reporting Services are offeredon an “as is, as available” basis only.
4.5	Computer Generated Reports. Any report by
the Bank that is computer generated requires nosignature and is to be read in conjunction with therelevant account statement.
5.	COMMISSIONS, FEES, CHARGES,
EXPENSES AND TAXES
5.1 Commissions, Fees, Charges and Expenses.
	
The Customer shall pay, without set-off, deduction
or counterclaim, all commissions, fees, charges andexpenses in respect of each Account and Service
at such rates and at such times as notified by the
Bank to the Customer, including where applicable asprovided in any Fee Schedule.
5.2	No Invoice. Unless otherwise agreed with the Bank,no invoice for any commissions, fees, charges andexpenses will be issued by the Bank and any suchamount owed by the Customer may be debitedfrom an Account notwithstanding that such debiting
would result in or increase a debit balance in such
Account.
5.3	Account Statement. Any such commission, fee,charge or expense deducted from an Account shallbe reflected in the relevant Account statement.
5.4	Taxes. The Customer will pay all Taxes applicable toit and payable in connection with any Account orService and, where applicable, the Bank may debit
any such Taxes from an Account at the time related
to commissions, fees, charges and expenses which
are debited in accordance with Clause 5.2.
5.5	Withholding. The Bank may be required by Law
or agreement or arrangement with any local orforeign Authority to deduct or withhold frompayments made to the Customer in connection
with an Account. Where the Bank is required tomake a deduction or withholding, the Customer
acknowledges and agrees that the relevant payment
will be reduced by the amount of that deduction orwithholding.
5.6	Gross-up. If the Customer is required by Law tomake a deduction or withholding for or on accountof Tax, the sum payable by the Customer to the Bank(in respect of which such deduction is required tobe made) shall be increased to the extent necessary
to ensure that the Bank receives a sum net of any
deduction or withholding equal to the sum which it
would have received had no such deduction been
made or required to be made. The Customer shallmake that deduction and any payment requiredin connection with that deduction within the timeallowed and in the minimum amount requiredby Law.

12

6.	TERMINATION AND SUSPENSION
6.1	Termination by Notice. Subject to Clauses 6.2 and
6.3, either the Customer or the Bank may terminate
an Account or Service by providing the other party
with not less than thirty (30) calendar days’ priorwritten notice.
6.2	Termination with Immediate Effect. The Bank may
terminate an Account or Service with immediate
effect and without notice:(a) 	in the event of the occurrence of a Termination
Event in respect of the Customer;(b) 	if, in the Bank’s opinion, acting under the Customer’s
Instruction or providing any Account or Service to
the Customer would cause the Bank to be in breachof any applicable Law, Sanction or requirement of
any competent Authority;(c)	if the Bank is required to do so in compliance withany Law, Sanction or requirement of any competent
Authority or the Bank’s internal policy; or(d)	in the event a Third Party stops providing part of
the Service.
	Upon such termination, any obligation due by the
Customer to the Bank shall become immediately due
and payable.
6.3	Suspension. The Bank may suspend an Account or
a Service in whole or in part (without prejudice to its
right under Clause 6.2) for any reason without priornotice to the Customer including, without limitation,
where:(a)	an Account or the provision of any Service is the
subject of any dispute or third party claim;(b) 	the Bank considers there is an insufficient balance inan Account;(c)	the Bank considers it necessary to protect theinterests of any party in respect of an Account or theprovision of any Service;(d)	the Bank considers it necessary to clarify theauthority of an Authorised Person or an Agent (ifany);(e)	the Bank considers that an Account or a Service is
not being operated in a satisfactory manner;(f )a Third Party stops providing part of a Service;(g)	a Termination Event has occurred or is suspected tohave occurred; or(h)	a Potential Termination Event is suspected to haveoccurred.
The Bank will, to the extent permitted by Law, advise theCustomer as soon as practicable if an Account or provisionof Service is suspended.
6.4	Outstanding Instructions. Any termination orsuspension of an Account or a Service shall be
without prejudice to any outstanding Instruction
or any right or obligation which may have arisen
between the Bank and the Customer prior tosuch termination or which is expressed in these
Conditions to survive termination of the Agreement.

6.5	Consequence of Termination. Upon termination ofan Account:(a)	the Customer authorises the Bank to debit any
and all charges and expenses due and payable inconnection with such termination and any amountowing by the Customer to the Bank under thisAgreement; and(b)	if there remains a credit balance after such debiting,
the Customer authorises the Bank to, at its discretion,acting reasonably, to transfer such credit balanceby such means of remittance as the Bank deems
appropriate to such account (including an Accountwith another branch of the Bank) as it deems fit orby means of a draft payable to the Customer, mailed
to the Customer at its last known address, at theCustomer’s own risk.
6.6	Survival of Clauses. Clause 1.4(c)(non-preferred
Channels), Clause 1.6 (Anti-Money Laundering), 1.7(Intellectual Property), Clause 2.4 (Bank Liability),
Clause 5 (Commissions, Fees, Charges, Expenses
and Taxes), Clause 6.4 (Outstanding Instructions),
Clause 6.5 (Consequence of Termination), Clause 7(Indemnities), Clause 8 (Set-off ), Clause 9 (Disclosureof Information) and Clause 14 (Governing Law andJurisdiction) and any other provisions which bytheir nature are intended by the parties to survive
termination will survive the termination of any
Account or Service or the Agreement.
7.

INDEMNITIES

7.1	Agreed Currency. Each amount due and payable by
the Customer to the Bank under this Agreement will
be made in the Agreed Currency. If, for any reason
the amount so received by the Bank (converted at
the Applicable Rate where applicable) falls short of
the amount in the Agreed Currency payable to theBank, the Customer will, to the extent permitted byapplicable Law, immediately pay such additionalamount in the Agreed Currency as may be necessary
to compensate for the shortfall.
7.2 	Indemnity for Loss. The Customer agrees toindemnify and keep indemnified the Bank andits directors, officers, employees, agents andrepresentatives and make good all Loss, including
any legal costs on a full indemnity basis (except tothe extent that such Loss was caused by the Bank’s
wilful misconduct, negligence or fraud) which the
Bank and its directors, officers, employees, agentsand representatives may suffer, incur or sustain inconnection with or related to:(a)	a representation, warranty or statement made, or
taken to be made, by or on behalf of the Customer
in relation to an Account or Service being incorrector misleading (including by omission) when made or
taken to be made;(b)

the Customer’s use of the Account or Service;(c)	failure by the Customer (or its Agent) to perform orobserve any of its obligations under the Agreement;(d)	the Customer’s failure to provide Cleared Funds in an
Account within three Business Days (or as otherwise
agreed with the Customer) where the Bank has
allowed for a Withdrawal of funds which are not
Cleared Funds;(e)	any determination or decision made to act orrefusal to act by the Bank in connection with the
Account or Service because of a court order or othersimilar obligation (whether or not subsequently
discharged);(f ) 	the Bank acting or declining to act on the
Customer’s Instructions or any instruction or request
which the Bank reasonably believes to be given by
or on behalf of the Customer irrespective of the
Channel used;(g)	doing anything in connection with a subpoena,
notice, order or enquiry by an Authority involving
the Customer, its business or assets, an Account orServices Product or anything in connection withthem;(h)	exercising, enforcing or preserving rights, powers or
remedies in connection with this Agreement or an
Account or Service;(i)	any claim made against the Bank by a third party
relating to any Account or Service;(j)	it being unlawful in any jurisdiction for the Bank to
perform its obligations or enforce its rights;(k)	any breach of any anti-money laundering, counterterrorism financing or economic or trade sanctions
laws (other than by the Bank);(l)	any breach by the Customer of a Law or requirementof any Authority; or(m)	any transaction to which an Account or Service
relates in any way being tainted by fraud or alleged
fraud (other than the Bank’s fraud).
For the avoidance of doubt, the foregoing indemnity shall
include, without limitation, any liability for tax and any
deficit balances in any Account.
The Bank will give the Customer written notice of theamount it must pay the Bank under this clause 7.2. The
Customer must make that payment on the date and in themanner reasonably specified by the Bank in the notice.
Any indemnity or similar obligation in this Agreement:(1) is a continuing obligation despite any intervening
payment, settlement or other thing; (2) independent of the
Customer’s other obligations; (3) survives the termination
or discharge of any Account or Service; and (4) is inaddition to any other rights that the Bank has under thisAgreement, or given independently by law.
It is not necessary for the Bank to incur an expense or makea payment before enforcing a right of indemnity under thisAgreement.
7.3	Agency Indemnity. Without prejudice to Clause 7.2(Indemnity for Loss), the Customer will for and on
behalf of each of the Customer’s Agents agree toindemnify and keep indemni­fied the Bank and its
directors, employees, agents and representatives,and make good all Loss, including any legal
costs on a full indemnity basis, which the Bankand its directors, officers, employees, agents andrepresentatives may suffer, incur or sustain as a resultof the Bank acting on Instruction of the Agent, otherthan any Loss which directly results from the Bank’s
wilful misconduct, gross negligence or fraud.
13

ANZ G ENER AL BANKING CONDITIONS

8.

SET-OFF

8.1

T he Bank may, at any time, where permitted by Law
and without notice to the Customer, set-off any
debts owed by the Customer to the Bank against any
debts owed by the Bank to the Customer.

10.

MODIFICATION AND WAIVERS

8.2

T he right set out in Clause 8.1 above applies
irrespective of the currency in which such debts
are owed and whether or not the Bank’s or the
Customer’s debts are present or future, matured
or unmatured, actual or contingent and whether
such liability is several or joint with another or as
principal or surety. Where the exercise of a right of
set-off involves a currency conversion, the Customer
authorises the Bank to apply a currency conversion
rate at the Applicable Rate.

10.1	Modifications. The Bank may amend, modify or
supplement the provisions of the Agreement or varyor change any Account or Service at any time on
thirty (30) days’ notice in writing or by way ofelectronic communication (including by any
Electronic Banking Channel), notice in the media,
notice on the Bank’s website or by any other method
permitted by Law.
Notwithstanding the above, the Bank will not give
the Customer prior notice:9.

DISCLOSURE OF INFORMATION(a)	where the changes are outside the Bank’s control,
except to the extent such notification is otherwise
required by Law;

9.1	Authorisation to Disclose. The Customer agrees
and acknowledges that the Bank is authorised todisclose any information regarding the Customer(including, without limitation, relating to any of its
transactions, its financial condition, its Account(s)and Services) to any or all of the following persons:(a)

any affiliate of the Customer;(b)a ny actual or proposed assignee of the Bank, or
participant or sub-participant in or transferee of anyof its rights in relation to the Customer under a dutyof confidentiality to the Bank or any Bank Group
Member;(c)	any office, branch, affiliate, subsidiary, employee oragent of the Bank;(d) 	any auditors or professional advisers of the Bankor any Bank Group Member under a duty ofconfidentiality to the Bank or any Bank Group
Member;(e) 	any Third Party or Third Party System provider to the
Bank or any Bank Group Member;(f )	any third party services provider whose services you
may have requested through the Bank;(g)

any relevant Authority;(h) 	any person when required to do so pursuant to
subpoena or other court process issued out of any
applicable jurisdiction;(i) 	any person when otherwise required to do soin accordance with the Laws of any applicablejurisdiction; and(j)	any local or foreign Authority with whom the Bankor any Bank Group Member has an agreement or
arrangement which requires customer or accountinformation to be disclosed, whether the disclosure
is made directly by the Bank or through another
Bank Group Member.

14

information following disclosure will be collected, held,
processed or used by such party in whole or part outsideof the Customer’s country of establishment/ incorporation.

The Customer also agrees and acknowledges that any Bank
Group Member may transfer any of the above information
to any party referred to above to whom it is authorised
to disclose the same notwithstanding that such party’s
principal place of business is outside of the Customer’s
country of establishment/ incorporation or that such(b)	where the changes are required by Law to take
immediate effect, in which case they will take effectimmediately; or(c)	of a change to an interest rate or other variation
subject to market fluctuations or external references.
10.2	
Notwithstanding any other provision in thisAgreement, the Bank may at any time modify, add
to or delete any Service or Channel or part thereof
without prior notice where there has been a change
in law, requirement of any Authority, internal
policy or where acting reasonably to protect theCustomer’s interests or the Bank’s interests.
10.3	Waivers. Waivers of any of the Bank’s rights or
powers and consents by the Bank shall only be valid
if signed on behalf of the Bank in writing. Waivers
and consents are given by the Bank in its absolute
discretion.
11.

TRANSFERS

11.1	Transfer by Customer. The Customer must nottransfer, grant security or declare a trust over any of
its rights arising under the Agreement without theprior written consent of the Bank.
11.2	Transfer by Bank. The Customer agrees that the
Bank may transfer, grant security over or declarea trust over any of its rights under the Agreement
without the Customer’s (or any other person’s)
consent. The Customer agrees to comply with any
reasonable request the Bank may have to giveeffect to such transfer, including executing any
documents or performing any action as the Bank
may reasonably require in this regard.
12.

GENERAL

12.1	Privity of Agreement. Unless the Agreement
expressly states otherwise a person who is nota party to the Agreement shall have no rights toenforce any provision of the Agreement. For the
avoidance of doubt, consent of any person not a
party to the Agreement is not required to amend
such Agreement.

12.2	Prior Written Agreement. This Agreement will
replace any prior written agreement the Bank may
have with the Customer in relation to Accounts orServices the Bank may provide to the Customer.
12.3	Invalid, Illegal or Unenforceable Provisions.
	The invalidity, illegality or unenforceability of aprovision of the Agreement does not affect or
impair the continuation in force of the remainderof the Agreement. The Customer agrees that the
Bank may substitute any invalid or unenforceable
provision with a valid and enforceable provision
which achieves, to the greatest extent possible, theeconomic, legal and commercial objectives of theinvalid or unenforceable provisions.
12.4	Exercise of Rights and Remedies. A failure to
exercise or a delay in exercising a right or remedy
provided by the Agreement or by Law does not
impair or constitute a waiver of the right or remedy
or an impairment of or a waiver of other rights orremedies. No single or partial exercise of a rightor remedy provided by the Agreement or by Law
prevents further exercise of the right or remedy or
the exercise of another right or remedy.
12.5	Prudential Requirement Disclosure. The Customer
acknowledges that where the Bank is a subsidiaryof ANZ, it is a separate entity to ANZ and theobligations of the Bank under any Agreement do notconstitute deposits or other liabilities of ANZ and
ANZ is not required to meet the obligations of
the Bank.
12.6	Joint and Several Liability. If the Customer
comprises more than one person or the Customer
holds an Account or is provided a Service jointlywith another person, each person will be jointly andseverally liable for the Customer’s obligations underthe Agreement and references to the Customer inthe Agreement means each of those persons.
12.7	Counterparts. This Agreement may consist of anumber of copies, each signed by one or moreparties to such Agreement. Such signed copies form
one document.
12.8 Inconsistency.
(a) 	In the event of any inconsistency between the
English version of the Agreement and any translationof that Agreement, the English version shall prevail.
(b)	In the event of any inconsistency between thefollowing documents, unless otherwise stated in
the relevant document, the documents will beinterpreted in the following order of priority:(i)the Application Form and Fee Schedule;(ii) the relevant Country Schedule;(iii) the Counterparty Schedule and the Service
Schedules; and(iv) the Conditions.

13.

NOTICES

13.1	
Any notice or other communication in respect of theAgreement may be given in any manner set forth
below to the address, number or email set out in the
Application Form, and will be deemed effective as
indicated:(a) 	if in writing and delivered in person or by courier, on
the date it is delivered;(b)	if sent by fax transmission, on the date thattransmission is received in legible form;(c)	if sent by ordinary mail (not certified or registeredmail), on the 5th Business Day (at the address towhich it is posted) after posting;(d)	if sent by certified or registered mail (airmail, if
overseas) or equivalent (return receipt requested),on the date that mail is delivered or its delivery is
attempted; or(e) 	if sent by email, at the time sent to the relevant
recipient unless the sender receives an automatedmessage that the email has not been delivered.
13.2	
Any notice or communication to the Bank will only
be effective if it is expressly marked for the attentionof the department or officer as the Bank may notify
the Customer from time to time.
14.

GOVERNING LAW AND JURISDICTION

14.1	Governing Law and Jurisdiction. Unless specified
otherwise, the Agreement will be governed byand construed in accordance with the Law of therelevant Governing Jurisdiction. The parties submit
to the jurisdiction of the courts of that Governing
Jurisdiction and of any courts competent to hearappeals from those courts. Notwithstanding theabove, the Bank may take proceedings in any
country where the Customer has assets or where theCustomer conducts business activities.
14.2	Waiver of Immunity. The Customer irrevocably
waives any sovereign and other immunity the
Customer may have in any jurisdiction from legal
proceedings, attachment before or after judgment
or execution judgment.
14.3	Service of Process. If the Bank requests, theCustomer will irrevocably appoint a process agent
as the Customer’s agent to receive any document inany court action in connection with the Agreement
and notify the Bank of the name and address of theagent. If the Customer fails to appoint the process
agent and notify the Bank of that appointment
within 7 calendar days of such request, the Bank
shall be entitled at the Customer’s cost to do thefollowing:(a)a ppoint a process agent for and on behalf of the
Customer and the Bank may (but is not obliged to)
notify the Customer of the name and address ofsuch process agent appointed; or(b) 	effect service by personal delivery, post, fax oremail using the most recent contact details for the
Customer provided by the Customer to the Bank.
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Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. Item No. 94306 12.2018 W603857