Bank of China (Hong Kong) Limited -


	BOC Hong Kong (Holdings)
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		Conditions for Services

These Conditions apply to any person (“you”) who receives account, banking, investment and any other services from us, Bank of China (Hong Kong) Limited, Nanyang Commercial Bank Ltd. or Chiyu Banking Corporation Ltd. provided that the rights and obligations of each of us under these Conditions are several and not joint. If there is any inconsistency between these Conditions and the provisions or rules (if any) for a particular transaction/service, the provisions or rules shall prevail over these Conditions in respect of the relevant transaction/service. Please read them carefully, particularly Part 1, Conditions 2 (Password), 12 (Limit of our liability), and 13 (Your indemnity), and Part 3, Condition 7 (Risk disclosure).

Part 1 applies to all accounts and services.
Part 2 applies to banking services.
Part 3 applies to investment services.

Part 1 : General provisions

Part 2 : Banking services

Part 3 : Investment services

Part 1 : General provisions

Your instructions

1.1	You will only give instructions to us through a means we have notified, in accordance with the signing arrangement in your mandate, and in accordance with our requirements. We may reject (or act on) an instruction not so given. Different means of giving instructions may be available for different services. We may act on your instruction without enquiry, although it is inconsistent with an existing arrangement. You will check that each instruction is correct before sending it to us.
1.2	We may decline to act on your instructions without giving a reason and without liability.
1.3	Your authorised signatories have full authority to do everything for you in relation to your accounts including to operate your accounts, buy or sell any investments (in the case of an investment account), make withdrawals or transfers (of cash, investments, title documents and other property), register, deregister or close accounts, change transaction limits, arrange with us for any facilities and accommodation, enter into any agreement, give any instructions and complete and sign all documents including account opening forms, but not to change your other authorised signatories, and, if you are one or more individuals, not to open accounts or apply for new services, unless agreed by us.
1.4	You may change your authorised signatories or signing arrangement after giving us such notice and complying with such procedures as we require. If one account uses the authorised signatories and signing arrangement of another account, changing the authorised signatories and signing arrangement of either account will not affect those of the other account.
1.5	Revocation of the existing authorised signatories' authority will not affect any instructions including cheques and bills of exchange received by us before the revocation becomes effective. Any instructions including cheques and bills of exchange, dated before or after the effective date of revocation and received by us after the effective date of revocation, will be revoked. Outstanding deposits may only be dealt with by the new signatories.
1.6	The authority of the account holders and authorised signatories to act according to your signing arrangement will not be revoked until we have received written notice revoking their authority. Their authority will remain in force until we have received written notice of your death or incapacity, and notwithstanding any change in your constitution.
1.7	We may regard your instructions as received by us as being what you intended to send. Any instruction that we reasonably believe is given by you or your authorised signatory will be valid and binding on you, whether or not it is in fact authorised. We need not verify the identity or authority of the person giving an instruction or the authenticity of an instruction. We may require evidence of identity or authority. We may regard your instruction (which duplicates another instruction) as a separate instruction, unless we actually knew before execution that it was a duplicate.
1.8	You will ensure that your instructions are complete and correct. An instruction once accepted cannot be altered or cancelled, without our agreement. If an instruction cannot be carried out, you will still be responsible for the charges and reasonable expenses that may be incured.
1.9	If an instruction is received after our daily cut-off time or outside our business hours, your account may be debited on the same day, but the instruction may not be processed until our next business day.
1.10	If your instruction cannot be executed in whole or part, we are not required to notify you immediately. An instruction may be partially executed if it cannot be fully executed. An instruction or part not executed by the day's close of business or, if earlier, trading will lapse, unless a longer execution period has been specifically agreed.

Password

2.1	"Password" refers to one or more means approved by us to authenticate a user and to gain access to an account or service through one or more channels or means advised by us, and may include identification or other number, letters, symbols, access or session or other code, digital signature, ATM or other card, token or anything.
2.2	Any instruction given by the use of your password is valid and binding on you. This is so notwithstanding any different requirements in your mandate or any other arrangement. Changes in your authorised signatories or signing arrangement will not affect operation by your password: you will need to change your password.
2.3	You will use all reasonable care to keep your password secret and secure. Your password will be sent to you at your risk. When permitted, you will immediately change a password assigned by us.
2.4	You will notify us as soon as reasonably practicable at the telephone number designated by us if you find or believe that your password has been compromised, lost or stolen or that any unauthorised transactions have occurred. We may without liability take any action following receipt of a report believed by us to be genuine.
2.5	You will be liable for all losses if you have acted fraudulently or with gross negligence, or allowed any third party to use your password, or failed to comply with your obligations under Condition 2.3 or 2.4. You would not otherwise be responsible for any direct loss suffered by you as a result of unauthorised transactions conducted through your account. This Condition does not apply (a) unless the unauthorised instruction was given electronically, (b) to you unless you are a private individual (excluding sole traders, partnerships, clubs and societies), or (c) to unauthorised transactions conducted through plastic cards which may be used to pay for goods and services or to withdraw cash.
2.6	Where Condition 2.5 does not apply, you will be liable for all instructions given with the use of your password, whether or not authorised.

Information

3.1	You confirm that all information given to us for the purpose of your accounts and every transaction is true and complete. You will promptly notify us of any material change to that information. You authorise us to contact any sources including your employers and banks to obtain or verify any information.
3.2	We will treat information relating to you as confidential, but unless consent is prohibited by law, you consent to the transfer and disclosure by us of any information relating to you to and between our holding companies, branches, subsidiaries, representative offices, affiliates, agents and any third parties (including any networks, exchanges and clearing houses) selected by any of us or them (each a "transferee"), wherever situated, for confidential use (including for data processing, statistical, credit and risk analysis purposes). We and any of the transferees may transfer and disclose any such information to any person as required by any law, court, regulator or legal process in Hong Kong or any relevant overseas jurisdictions. If you are an individual, this Condition will apply to you subject to Condition 3.6 and our Data Policy Notice.
3.3	You consent to your information being used, processed and stored in or outside Hong Kong by third parties on our behalf. We will contract with the third parties to take reasonable care to keep your information confidential and to observe, in conformity with local laws and regulations, the requirements of the Personal Data (Privacy) Ordinance. Local and overseas regulatory and judicial authorities may in certain circumstances have access to your information.
3.4	You consent to your information being transferred to another jurisdiction outside Hong Kong and to any matching procedures being carried out. You may withdraw your consent by giving us 30 days' prior notice.
3.5	All copyright and other intellectual property rights of any nature in or relating to our services, website, materials or documentation will vest in us.
3.6	If you are an individual, you acknowledge receipt of our Data Policy Notice and agree that the contents of the Data Policy Notice (as the same may be amended from time to time) shall be binding on you.
3.7	You acknowledge and agree that some services, operational and processing procedures relating to the transactions/services provided by us to you may from time to time be outsourced by us to our regional or global processing centers, holding companies, branches, subsidiaries, representative offices, affiliates, agents and third parties selected by any of us or them, wherever situated, and these service providers may from time to time be given access to information relating to you and the transactions and services provided by us to you for the purpose of or in relation to the services and procedures they perform.

Our services

4.1	Before using a service, you may be required to comply with our requirements for that service. Each service is only available during the times and is subject to the procedure and conditions determined by us. We may refuse access without giving a reason and without liability.
4.2	Each service and account is also subject to our terms applicable from time to time to such service or account. Those terms prevail, if they conflict with these Conditions.
4.3	You will do everything reasonably required by us in relation to your account or instructions.
4.4	We need not act until we have received all necessary instructions, funds, property and documents, but may do so. If we do so, we may charge interest and fees. We may at any time terminate or close out any transaction (including a deposit) at your cost. We may on receipt of your instruction debit funds from your accounts, or put a "hold" in your accounts on funds and property, in the amounts estimated by us to be required to carry out your instruction. Our rights are not affected if we do not do so or by anything done or omitted by us in good faith.
4.5	If we believe that an action is required in respect of your account, and we have not received your instructions of what to do, we may (but are not obliged to) act at our discretion and without liability to you.
4.6	If you dispute any transaction, we may cancel or close out the transaction without affecting our rights.
4.7	You will only use our services for a lawful purpose.
4.8	We may freeze your accounts if we have notice that a petition has been presented for your bankruptcy or liquidation, or that a meeting has been called to consider a resolution for your liquidation, or that your partnership has been dissolved, or of any analogous process under any law, or of any third party claim, or if there appears in our opinion to be any irregularities in the operation of your accounts, or that you might become mentally incapacitated.

Our role

5.1	Our responsibilities are limited to those expressly set out in these Conditions and our terms (if any) for the relevant service. These Conditions apply, to the extent possible, to transactions on your behalf as well as with us.
5.2	You authorise us and any person appointed by us to do everything necessary or desirable for all purposes connected with our services.
5.3	We may do or refrain from doing anything that we believe is required in order to comply with any laws, regulations, rules and practices, including the rules, codes, guidelines and practices of regulatory authorities, the Hong Kong Association of Banks, exchanges and clearing houses. All such actions and omissions bind you.
5.4	We may use the service of third party agents, brokers, custodians, nominees, correspondents, networks, exchanges, clearing houses, market infrastructures and other persons (wherever situated) to hold your property or to perform any services. They may be our affiliates. You authorise us to accept their terms and conditions of service. We will use reasonable care in selecting these service providers but unless otherwise required by Hong Kong law or regulation, we will not be responsible for their acts, omissions or insolvency. You will pay their charges, and indemnify us against their claims. We will only appoint custodians qualified to act as custodian under applicable law.
5.5	We do not act as your legal, tax or (unless otherwise agreed in writing) financial adviser. You will obtain your own advice.

Payments / delivery

6.1	Payments will in ordinary operations only be debited to your designated account (or sub account) denominated in the same currency. Likewise for "holds" on funds in your accounts. We will determine whether you have a sufficient balance or overdraft by reference to your designated account (or sub account) denominated in the payment currency. However we may put a "hold" on amounts in other currencies. We may (but are not obliged to) convert an amount received or to be paid from one currency into another currency at our spot rate. We may, for the purpose of any calculation, notionally convert an amount from one currency into another currency at our spot rate.
6.2	Payments will be made to you subject to applicable laws and regulations and any required deduction or withholding.
6.3	You will pay us in freely transferable and cleared funds and in the manner notified by us to be customary for payments in the relevant currency. Deliveries of any property by either party will be made in the manner notified by us to be customary for the relevant property or as determined by us.
6.4	If on any date amounts would be payable in the same currency under two or more transactions by each party, then on such date, each party's obligation to pay such amounts will, if we choose, be discharged, and the party by whom the larger aggregate amount would otherwise have been payable will pay to the other party the excess of such amount over the smaller aggregate amount.
6.5	You will on demand repay to us all sums owing from you (whether or not due).
6.6	Your payments will be made without any set-off, counterclaim or condition and free of all taxes, withholdings or deductions. If a withholding or deduction is required by law, you will pay an increased amount so that we receive a net amount equal to what we would have received had there been no withholding or deduction. You will duly pay the tax authority and send us the evidence.
6.7	Your payments will be made in the currency of the liability. A sum received by us in another currency only constitutes a discharge to the extent of the net amount of the currency of your liability which we would be able to purchase with the amount received as soon as it is practicable to do so. You will, as a separate obligation and notwithstanding any judgment, indemnify us against any loss and reasonable expense. It will be sufficient for us to show that we would have suffered a loss had an actual exchange or purchase been made.
6.8	We may apply any sum received to reduce your liability in the order selected by us, or place it in a suspense account to preserve our right to prove for your entire liability.
6.9	A sum or an item received for your account may not be drawn against or used and does not earn interest until we have unconditionally received cleared funds. We may at any time reverse any entry if the sum or item or part thereof is not actually received. You will indemnify us against all losses and reasonable expenses.
6.10	Your property and documents will be sent to you at your risk.
6.11	We may at any time recover from you any erroneous payment.
6.12	We may retain any interest on amounts to be paid to you pending credit to your account, and on amounts to be paid on your behalf to a third party pending payment.
6.13	We may pay into an account bearing your designated number, without verifying the name of the account holder.
6.14	Cash will be paid to you after rounding down to the nearest ten cents (or, for Japanese yen, to the nearest dollar). This constitutes full payment.

Particular accounts

7.1	If you are 2 or more persons:
	your obligations are joint and several; references to you include any one of you; any of you acting in accordance with your signing arrangement has full authority to bind all of you in all matters; the signing arrangement may only be changed by all of you; payment or delivery of anything to any one of you discharges our obligations to all of you; sums payable to any one of you may be credited into your joint account; a communication to any one of you is effective communication to all of you; we may compromise, discharge or deal with one or more of you, without affecting the liability of the others; we may apply the balance in your joint account to reduce any liability of one or more of you; (unless you are a partnership or the account is held for a third party) upon the death of any of you, the balance in the account will belong to the survivor; and any one of you may, by written notice to us copied to the others of you, freeze the account.
7.2	If you are a partnership:
	no restrictions in your partnership agreement will bind us, and your account will be governed by our documents; you will give us a new mandate and open a new account on admission of any new partner. Unless expressly released in writing, retiring partners will remain liable; notwithstanding notice of any change in your constitution or dissolution, the remaining partners will have full powers to deal with your accounts in any way. We may open accounts for the new firm in the same name and collect for the new firm any payments designated for the old firm without enquiries; and upon the death of any of you, the balance in the account will belong to the original partners and their estates.
7.3	If you hold your account for another person, you accept joint and several, personal responsibility in relation to your account, in addition to the responsibility of that other person. You confirm that you are fully authorised to open, operate and close the account. You will indemnify us against any liability, loss or reasonable expense arising from any transaction involving the account.

Statements of account / confirmation

8.1	We may provide you with a confirmation of transactions, but do not need to do so unless required by applicable law or regulation.
8.2	We will provide you with monthly statements of your account, if so agreed or if it is an investment account, unless a statement is not required under applicable regulation, such as, if there has been no transaction in your account and the account balance is nil. Please notify us if you do not receive a statement.
8.3	You undertake to examine each statement of account or confirmation of a transaction carefully on receipt. If you discover any error or unauthorised transaction, you will notify us within 90 days of receipt of the statement or confirmation. If you do not notify us within the 90-day period, all entries in the statement or confirmation will become conclusive and binding on you, i.e., you agree not to dispute them except for manifest error.
8.4	You will not however be liable as a result of non-notification within the 90-day period for unauthorised transactions arising from forgery or fraud (a) by any third party in relation to which we have failed to exercise reasonable care and skill, or (b) by our employee or agent, or other unauthorised transactions arising from our default or negligence. This Condition does not apply to you unless you are a private individual (excluding sole traders, partnerships, clubs and societies).
8.5	We may provide consolidated statements of all your accounts. The statement for the particular account will prevail, if it is different from the consolidated statement.
8.6	Any document may be sent to any of your addresses.

Overdue interest

Interest accrues on all sums payable by you from the due date or, if earlier, the date we paid the sum on your behalf to the date of actual repayment (before and after judgment). Such interest is payable on demand, and is calculated at the rate for interest on unarranged or temporary overdraft in the list of fees and charges from time to time issued by us, for the actual number of days divided by 360 or 365 according to our practice for the relevant currency, and will be compounded monthly.

Charges

10.1	We may levy fees and charges, and change them from time to time after notice to you. The current list of our fees and charges is available on request. Paid fees and charges will be shown in your account statement, or in separate advice.
10.2	You will pay our fees and charges, and all reasonable out-of-pocket expenses including sums payable in respect of your investments, amounts we paid on your behalf together with interest thereon at our rate for interest on unarranged or temporary overdraft, our agents' fees and expenses, the fees and levies of exchanges, clearing houses, registrars and regulatory authorities, and taxes. You will pay in the amounts and within the times we notify you.
10.3	Paid fees and charges are not refundable. However if you terminate a service as a result of a change of these Conditions, we will refund a prorated portion of any annual or periodic fee paid for the service unless the amount is minimal.

Your representations

11.1	You represent to us that:
	unless you have notified us otherwise in writing, you are the sole beneficial owner of your accounts, free from third party claims or interests and will enter into each transaction as principal and not as agent for any other person; all documents you deliver to us are valid and complete; you have made your own independent decision to enter into each transaction and as to whether the transaction is appropriate for you based upon your own judgment or upon advice from such third party adviser as you consider necessary; you understand and accept the terms and risks of the transaction and will not rely on our advice or recommendation; you have full capacity and authority to perform your obligations under these Conditions and each transaction; the performance and enforcement of your obligations will not violate any law or regulation; and your obligations are legal, valid and enforceable in accordance with their terms.
11.2	If you hold a client account, you represent and undertake to us that:
	you have customer due diligence procedures as rigorous as ours and equivalent to, or more stringent than, those prescribed by the Hong Kong Monetary Authority; you have put in place reliable systems to verify client identity; you have proper systems and controls to allocate funds in the pooled account to the individual underlying clients; and we may make reasonable enquiries about transactions passing through the accounts.
11.3	These representations are deemed repeated on the day each transaction is entered into and will survive termination of our services.

Limit of our liability

12.1	Unless caused by our wilful misconduct or negligence, we are not liable for:
	any delay or interruption in your having access to an account or service, or any inability to use an account or service; any loss, error, delay, misdirection, corruption or unauthorised alteration or interception of a message sent through the internet, telephone or any other means, or any unauthorised access to a service, account or information; any act or omission including any failure to execute or error in executing your instructions; any error, malfunctioning, interruption, suspension or failure of any software, equipment or system; anything including any computer virus which may impair the functions of a computer system; or any loss or damage arising from termination of your account or any service provided to you.
12.2	We are not liable for any loss caused by a third party, government, market disruption or any event beyond our control. We are not obliged to account to you if our relevant office is prevented from acting.
12.3	We are in any event not liable for any indirect, special, incidental or consequential damages.
12.4	Any information or advice provided by us is for your reference only. Unless otherwise expressly stated, it is not an offer. Reliance on such information or advice is at your own risk. We do not provide advice. Our employees and agents do not have authority to advise you. No information provided should be regarded as an advice. You acknowledge that we do not give any representation, guarantee or assurance as to the outcome of any investment. Any price, rate or other quotation provided by us is only indicative, unless otherwise expressly stated, and may be changed without notice until we have confirmed acceptance of your offer. Unless otherwise expressly stated, the prices payable by you do not include, and you will in addition pay, applicable taxes, duties, levies, fees and reasonable expenses.
12.5	We have no duty to verify the validity or genuineness of any documents or the title to your property to be received or held by us.
12.6	We have no duty to enquire whether any person involved in the issue or management of any investment is performing its duties.
12.7	These limits of our liability operate to the extent permitted by applicable law.

Your indemnity

13.1	You will indemnify us and our officers and employees against any liability (including tax or levy), loss or reasonable expense arising from your instructions, your account or, if we have acted reasonably, the provision of a service to you.
13.2	You will indemnify us against any act or omission by you or your employees or agents including any breach of these Conditions or the terms, conditions or rules applicable to an account, service or transaction. You will pay us all expenses (including legal fees) in reasonable amounts and reasonably incurred in the exercise or enforcement of our rights including in recovering any sum from you or in obtaining any advice we consider necessary in relation to your account.
13.3	We may employ third party agencies to collect overdue sums from you.

Set-off and lien

14.1	If any sum is payable by you but unpaid, we may, without prior notice, combine all or any of your accounts anywhere with any of us and all your liabilities (whether actual or contingent, future or existing, alone or jointly with others, or owing to any of us). For such purpose, we may convert any currency into another currency at our spot rate, treat future liabilities as presently due after a discount by us to present value in a commercially reasonable manner, and estimate the amounts of contingent or unquantified liabilities. This is not intended to create a security interest.
14.2	We may debit one or more of your accounts with any amounts (or part thereof) payable by you.
14.3	So long as you have any present, future or contingent liability (whether or not quantified) to us, you may not, without our consent, withdraw or otherwise deal with any money, right or property in your accounts.
14.4	Your property (of any nature, wherever situate, and whether held by us for safe custody or otherwise) is subject to a lien in our favour. If you do not perform any of your obligations owed to us or any of our affiliates, we may sell any of your property or part thereof at such price, on such terms and by such method as we may determine. We may apply the net proceeds to reduce your liability (whether or not arising from these Conditions).

Rules

Both parties will comply with the current version of our rules. Our rules have contractual effect.

Changes

16.1	We may change our services, the manner of operation, any requirements, time limits or monetary amounts, or impose restrictions, or suspend or withdraw any services. We may vary the name of a service. We may change our business hours or the hours during which a service is available. Such changes may be made without notice or liability.
16.2	We may change these Conditions, any terms, conditions, and rules applicable to a service or an account at any time by notice to you. The notice will take effect, if the changes affect fees, charges, or your rights or obligations, and where practicable, after 30 days.

Evidence

17.1	We may record conversations with you without warning.
17.2	Our accounts and records (in any form) are conclusive of the matters or facts therein stated and are binding on you i.e., you agree not to dispute them except for manifest error. You agree that they will be admissible in any court or tribunal as evidence of the facts and matters recorded in them.
17.3	All calculations, estimates and determinations by us are conclusive and binding on you. You will not dispute them except for manifest error.
17.4	We may destroy any document relating to your account after recording it in a manner determined by us. Records will only be retained for the period determined by us.
17.5	We may correct any error in any document or record.

Communications

Without affecting other methods of communication, communications are deemed to be received by you:

on posting for 3 business days in one or more of our banking halls in Hong Kong,
3 business days after publication as an advertisement in a Hong Kong newspaper,
when posted on our website,
when left at any of your address on our record, or 48 hours after mailing to such address or 7 days if the address is overseas,
when sent by electronic mail or message or facsimile to any of your email address or equipment or facsimile number on our record, or
when communicated including by leaving a voice message, if by telephone or other oral communication,

Termination

19.1	You may terminate an account or service after you have given 30 days' prior notice to us, complied with our requirements and paid our fees. A shorter notice may be accepted.
19.2	We may at any time, by 30 days' prior notice to you and without giving a reason, close your account. The notice may, if necessary, take effect immediately. We may close an account with a zero balance without prior notice.
19.3	Within 7 days (or such longer period as we agree) after the termination of your account, you will give us instructions for the delivery (at your risk and subject to our rights) of your property (if any), and pay all relevant fees and reasonable expenses. If you have not done so, we will continue to hold the property at your risk and subject to our rights, but without the obligations, under these Conditions. No interest will be payable on any credit balance as from the date of termination.
19.4	Termination of an account or a service will not affect accrued rights or subsisting transactions. We may at our discretion cancel, close out or complete any outstanding instruction or contract. Part 1, Conditions 3 (Information), 6 (Payments / delivery), 9 (Overdue interest), 12 (Limit of our liability), 13 (Your indemnity), 14 (Set-off and lien) and 17 (Evidence) will survive termination.

Miscellaneous

20.1	The terms and conditions applicable to an account or a service apply to all outstanding and future transactions.
20.2	You will be responsible for filing tax and other returns and reports on the transactions we handle for you.
20.3	You will, where necessary, obtain and maintain at your own cost suitable equipment, facilities and connections (including computer, software and communications connections) to use a service. You are responsible for all telephone, internet service and other charges incurred.
20.4	You may not without our prior consent assign, transfer or encumber your account or any transaction with us. We may assign or transfer all or any of our rights and obligations.
20.5	Our rights are not affected by your death, incapacity, reorganization, change in constitution, insolvency, bankruptcy or liquidation.
20.6	In the terms or conditions applicable to a service, unless the context otherwise requires, "we" and all references to us include our successors and assigns. "You" includes your estates, heirs, successors and personal representatives. Words importing the singular include the plural and vice versa. Words importing a gender include every gender. "Business day" means a day on which banks are open for business in Hong Kong. "Including" is not a word of limitation. A "person" includes an individual, corporation, association, sole proprietorships, partnerships, clubs and societies. Headings are for ease of reference only and do not affect interpretation. Our terms and conditions are drafted in simple language, and are to be interpreted fairly and liberally. The rule of interpretation against the maker will not apply.
20.7	These Conditions constitute the entire agreement and understanding of the parties with respect to their subject matters and supersede all oral communication and prior writings with respect thereto.
20.8	Our rights are cumulative, may be exercised many times and are not exclusive of the rights and remedies provided by law.
20.9	A failure or delay in exercising our right will not operate as a waiver, and a single or partial exercise of our right will not preclude any further exercise of that right or the exercise of any other right.
20.10	If any provision or part thereof is invalid, all other provisions remain in full force and effect.
20.11	Our terms and conditions and all transactions with you are, unless otherwise agreed, governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the non-exclusive jurisdiction of the Hong Kong courts.

Part 2 : Banking services

Collections / payments in

1.1	We may decline (without giving a reason) or accept (subject to conditions) an item for collection. You will pay our collection charges and reasonable expenses, including the charges of the paying bank and any correspondents. We may clarify any ambiguity before crediting your account. In the absence of negligence, we are not liable for any failure, delay, loss or damage in the process of collection. Unless specifically agreed, we will not arrange for protest or similar actions to be taken.
1.2	We may recover from you any loss (in the amounts determined by us) and reasonable expenses arising from the non-payment, for any reason, of an item whether or not we have discounted the item or permitted you to draw against or use it. We may return any document or item by post to you at your risk. We are not required to produce or return the original item to you.
1.3	You confirm that you are the sole owner of all items you ask us to collect or discount for you. We may at our discretion select which items to purchase and which to collect.
1.4	Items including cash deposited after our daily cut-off time are treated as received on our following business day. On a cheque drawn on a bank in Hong Kong and deposited for collection before the cut-off time, interest will be credited on that day. If it is deposited after the cut-off time, interest will accrue on our next business day. For the purpose of this clause, business day means a day where there is inter-bank clearing and settlement of funds in Hong Kong. If the cheque is dishonoured, the interest will be reversed, and charges will apply.
1.5	Interest will only accrue after the funds of an inward remittance are credited to your account. We will notify you within a reasonable time after receipt of the payment. For incoming cross-border payments, unless otherwise instructed by the remitting bank, we will promptly credit the remitted funds to your account after receipt of the funds is confirmed and any necessary checking is completed. If we are unable to do so, we will notify you and provide an explanation, unless there are strong justifications not to do so.
1.6	We may, on request by our correspondent or the paying bank, and without liability, refund any amount collected that has not been paid out to you.
1.7	Our count of anything deposited by you is binding on you.

Payments out / remittances

2.1	A payment instruction may only be acted on if there are sufficient cleared funds in the relevant currency in your account for a full payment, and if our requirements have been complied with. Such requirements may include amount limits, and restrictions on the office from which a withdrawal may be made. In particular, withdrawals in cash or by electronic means may be subject to limits.
2.2	If we make a payment to you or on your behalf including paying a cheque, without sufficient cleared funds in your account or beyond an overdraft limit, you will repay to us the resulting debit together with interest and our charges.
2.3	We are authorised to pay the bearer of a withdrawal instruction purporting to be signed by you, but may require your personal attendance.
2.4	A request to stop or alter a payment may be subject to satisfactory evidence, indemnity and, in the case of a draft issued by us, return of the original draft. We are not responsible if payment cannot be stopped or altered; charges will not be refunded. A refund may only be made after we have confirmed, for example, with a correspondent or the receiving bank that the payment order has been cancelled, and after receiving cleared funds and deducting all reasonable expenses and, if applicable, converting the payment currency into Hong Kong dollars at our spot rate. If we have acted reasonably, we will not be responsible for any delay or loss (from exchange rate movements, of interest or otherwise).
2.5	In the absence of negligence, we are not responsible for any delay or failure in effecting a remittance or delivering any item. We are not responsible as to when the receiving bank pays your payee or if it fails to do so, or to recover any payment from it. Our correspondents and we may do or refrain from doing anything that they or we believe is required in order to comply with any applicable foreign law, regulation or custom. All such actions and omissions bind you.
2.6	Funds sent out of Hong Kong may be subject to currency conversions in Hong Kong or at the destination. Unless otherwise agreed, a remittance will be made in the currency of the country in which the payment is to be made, and charges (including those of our correspondents) will be deducted before payment to the payee.
2.7	We are not responsible to advise you on the requirements of any local or foreign law, regulation or custom including exchange control. You are advised to make your own enquiries. We are not required to advise you in advance of our correspondents' charges.
2.8	We may remit an amount to, or draw a draft payable at, a place different from that required by you if we believe that it is necessary to do so.
2.9	If a provisional exchange rate is used in your application for a remittance or draft, we may debit any deficit or credit any gain to your account without prior notice after we have determined the applicable exchange rate.
2.10	We will take reasonable steps to comply with your value date for a remittance, but do not guarantee that your request can be met. Local and overseas cut-off times and other procedures may apply before the payee or its banker will receive payment.
2.11	You authorise us to disclose your personal information and information relating to your remittances to the banks and other entities involved and to the authorities.
2.12	A service that permits payment to third party accounts involves risks, for example, an unauthorised person obtaining access to your account may pay funds to third party accounts.

Bank accounts

3.1	For certain accounts, we will pay interest on your credit balance. Interest will be calculated at the rate, and be credited to your account at the time, determined by us from time to time. Different currencies may have different rates. Interest will be calculated for each day over a 360 or 365 day year according to our practice for the relevant currency. If an account is closed before a date for crediting interest, we may pay interest up to the preceding month or up to any date chosen by us.
3.2	If a passbook is issued for your account:
	the passbook should be presented for every counter transaction. Please examine the passbook after each transaction to ensure that proper entries have been made; the passbook is for your reference only and may not show the correct balance, for example, a transaction may have been made without an entry in the passbook. The balance as shown in our records is the correct balance.
3.3	If an account identification card is issued for your account, the card should be presented for every counter transaction.
3.4	We may without liability dispense with production of a passbook or account identification card.
3.5	Please keep your passbook and account identification card under lock. Please promptly report any loss to us. We are not responsible for any payment made before we have a reasonable time to act on your report. A new passbook, account identification card and account number may be issued subject to satisfactory indemnity, explanation, and payment of our charges.
3.6	Passbooks and account identification cards are our property. They are not transferable. Please do not tamper with them in any way.
3.7	We may charge fees or the interest rate applicable may be zero if your account balance is less than the minimum required by us, or if your account is inactive for such time as we specify. Restrictions may apply to an inactive account.
3.8	We may levy charges on credit balance.

Cheques

4.1	Cheques should only be drawn on the form provided by us, and should only be used for the accounts permitted by us.
4.2	You will be responsible for all losses if you fail to exercise reasonable care in drawing cheques or if you draw them by a means or in a manner that may facilitate alteration, fraud or forgery.
4.3	We may deliver a cheque book to you in person or, at your risk, to the bearer of your instruction or by post.
4.4	On receiving a new cheque book, please check the serial numbers, account number, your printed name and the number of the cheques. Please promptly report any irregularities to us.
4.5	Please keep your cheque books under lock. Please promptly report the loss of any cheque to us. We are not responsible for any payment made before we have a reasonable time to act on your request to stop payment or on your report of lost cheque.
4.6	We may return a cheque unpaid if it is incorrectly completed, altered without your full signature, mutilated, post-dated or out-of-date. Charges will apply.
4.7	If several cheques are presented for payment simultaneously, we may without liability determine the order for payment.
4.8	After closing your account we may without liability return unpaid any cheque subsequently presented.
4.9	You will return all unused cheques to us on closing your account.
4.10	Cheques drawn by you may, after payment and recording in electronic form, be retained by the collecting bank or Hong Kong Interbank Clearing Limited ("HKICL") for the period stated in the rules relating to the cheque clearing system operated by HKICL and after this, they may be destroyed. You authorise us to contract with collecting banks and HKICL accordingly.
4.11	A "cheque" includes, to the extent applicable, a bill, draft, order and other payment instrument.

Deposits

5.1	Fixed, call and other deposits may only be made in the currency and minimum amount, for the period and at the rate accepted by us and as stated in a deposit confirmation issued by us. Any other rates and information provided by us are not binding.
5.2	Please examine each deposit confirmation carefully, and notify us immediately of any error. We may require surrender of the confirmation in order to withdraw the deposit. A new deposit confirmation or an auto-renewal advice will be issued on renewal.
5.3	Deposits may not be uplifted before maturity. For a call deposit, maturity refers to the expiry of your notice of the agreed period to us. We may permit an early uplift subject to payment of our losses, expenses and charges (in the amounts determined by us). No interest will be payable on the deposit if an early uplift is permitted.
5.4	Interest on a deposit is only payable at maturity. Interest is calculated on the principal amount of the deposit at the agreed rate for the number of days from the effective date of the deposit up to but excluding the maturity date. For call deposits, interest will be calculated on a daily basis at the fluctuating rates quoted by us for deposits of comparable amount and term.
5.5	A deposit, which would otherwise mature on a non-business day, matures on our next business day. Unless otherwise agreed, deposits are repayable only in Hong Kong at our office at which it was placed.
5.6	A matured deposit that is not renewed or withdrawn will only carry interest at our savings account rate as of the day of withdrawal for the relevant currency or the rate appearing on the deposit confirmation, whichever is lower.
5.7	A swap deposit will be placed and be repaid with interest in an agreed currency (the first currency). We will convert the principal amount into another currency (the second currency), calculate interest on the converted amount, and reconvert the amount and interest into the first currency at maturity at the agreed forward rate for repayment. No amount will be repayable in the second currency. Renewals will only be made in the first currency.
5.8	If you have agreed to set up a deposit by placing several sums on specified dates, no interest will be payable unless you have duly placed all sums. If any specified date falls on a non-business day, the sum will be payable on our preceding business day.
5.9	Club deposit
	You agree to pay each instalment on time. If an instalment would otherwise be due on a non-business day, you will make payment on our preceding business day or ensure that there are sufficient funds in your account on the due date for payment. The total amount of principal and interest payable at maturity will be stated in the confirmation. If any instalment has not been paid on time, we may reduce the interest payable by an amount determined by us.

Foreign currencies

6.1	"Foreign currencies" means currencies other than Hong Kong dollars and accounting units accepted internationally as equivalent to currency, which we agree are available for the purposes of our services.
6.2	We may settle foreign currency transactions in Hong Kong dollars or the foreign currency, and may convert any currency into another currency at our spot rate.
6.3	Unless expressly stated to be a notes account, all accounts in a foreign currency are T/T (telegraphic transfer) accounts. Deposits of bank notes into a T/T account may not be made unless we agree, and will be subject to payment of the difference in exchange rates and our charges.
6.4	We may pay withdrawals after deducting our charges by one or more of the following methods as determined by us :
	from a T/T account, by telegraphic transfer in the relevant currency; from a T/T account, by issuing a draft in the relevant currency on such bank at such place as we determine; subject to availability, in cash in the relevant currency; by payment in Hong Kong dollars at our T/T or bank notes rate (at our choice) for buying Hong Kong dollars.
6.5	Deposits in foreign currency notes are accepted at our discretion, subject to payment of our charges.

Internet Banking / Phone Banking / Mobile Banking

7.1	Internet Banking / Phone Banking / Mobile Banking (on the Internet, telephone, or other electronic network or devices as advised by us) allow you to access such services as are provided by us on the relevant channel from time to time. Your instructions may be processed automatically by computers without oversight.
7.2	By subscribing to Internet Banking / Phone Banking / Mobile Banking, you confirm that you have appropriate equipment and facilities, and agree, to receive our electronic communications, which may be sent in lieu of paper or other communications.
7.3	You will not access our Internet Banking / Phone Banking / Mobile Banking except with an equipment (and software) and in a communications format permitted by us, or for any purpose other than to access an available service in a reasonable manner. You will ensure that the contents of a message sent by or on your behalf are not inconsistent with applicable law.
7.4	As between the parties, a contract concluded by electronic messages is concluded in Hong Kong and at the time when our final confirmation of your instructions is dispatched. If you do not receive a confirmation, you must check with us.
7.5	Electronic messages are treated as a writing signed by the sender. Neither party will contest the validity of a contract concluded by electronic messages on the grounds that it was so concluded.
7.6	If a re-confirmation has been requested from you, your instructions are not effective unless re-confirmed within time.
7.7	If your instruction has not been accepted by our system for any reason (for example, after a cut-off time), please try again. Our system will not reprocess your instruction automatically. Our system may process one piece of information in your instruction without checking if it conflicts with other information.
7.8	Your statements of account may be sent to you by posting at a secure location on our website accessible by your password. You will read them without delay.
7.9	We may accept or reject an instruction received by our system that is not related to an available service on the relevant channel.
7.10	You will communicate with us in relation to a transaction through the same communication channel. We may use any channel.
7.11	You acknowledge that an accepted instruction may be rejected by reason of computer operations. You will check whether your instructions have been executed. We will not notify non-execution.
7.12	You acknowledge that electronic instructions given by your password may be used to register any accounts for the purposes of Internet Banking / Phone Banking / Mobile Banking, so that such accounts may become accessible by electronic instructions.
7.13	You will not alter, circumvent or interfere with the operation of our services or website.
7.14	Transactions and messages shown on or printed out from your computer or other equipment are for your reference only.
7.15	We may download information including identification data to your computer or equipment.
7.16	You are regarded as having received a communication when it is dispatched by our system or posted on our website.
7.17	Records will only be retained in our system or website for the period determined by us.
7.18	Hyperlinks to other sites are provided for your convenience only. They are not our recommendation or endorsement of the other sites. We are not responsible for the contents of the other sites, and have not verified them.
7.19	Our website is hosted by us and is connected to the Internet via an independent service provider, who is not our agent and for whom we are not responsible. We will use reasonable care in selecting the service provider.
7.20	To the extent applicable, this Condition 7 also applies to BOC or other plastic cards issued by us.

BOC Cards

8.1	A card and password may be issued to you to access through such ATMs (automatic teller machines), point of sale terminals and other devices such accounts and services as are provided by us on the relevant channel from time to time.
8.2	Cheques and cash (but not coins) in the currency notified by us may be deposited into an ATM but are subject to our verification, which will be binding on you. Customer advices issued by an ATM do not bind us. If we are aware of a discrepancy, we will notify you as soon as practicable. Verification may not take place on the day of deposit. You will not be able to withdraw or use the funds before they are cleared and credited to your account.
8.3	Your card may only be used by you and is not transferable. Cards are our property. You will surrender your card to us on request. You will remain responsible for all transactions on your card before its return to us.
8.4	A replacement card may be issued subject to conditions and charges. A lost card that is subsequently found may not be used without our prior agreement.
8.5	You authorise us to debit your account with the amount of any transaction involving the use of your card or password or both.
8.6	A card does not entitle you to credit.
8.7	We are not responsible, if we have acted reasonably, if you are not able to use your card or password or for the malfunctioning of any card, ATM or other device. We are not responsible for any goods or services bought by you with the use of a card or password. You will make any claim only against the supplier of the goods or service.
8.8	Cancelling a card does not cancel the account.
8.9	If we are a party to a shared electronic system, we will not avoid liability to you in respect of any loss arising from the use of the card either caused or contributed by another party to the system.

US Dollar clearing

It is an additional requirement of US dollar clearing in Hong Kong that :

9.1	You acknowledge that the operation of the US Dollar clearing system in Hong Kong is subject to the US Dollar Clearing House Rules and the US Dollar Operating Procedures (as modified from time to time).
9.2	You agree with the provisions of Rule 2.3.5 of the US Dollar Clearing House Rules to the extent that such Rule is applicable or refers to you or to your transactions.
9.3	You agree that, without prejudice to 9.2 above, the Monetary Authority shall not owe any duty or incur any liability to you in respect of any claim, loss, damage or expense (including loss of business, loss of business opportunity, loss of profit, special, indirect or consequential loss) (even if the Monetary Authority knew or ought reasonably to have known of their possible existence) of any kind or nature whatsoever arising in whatever manner directly or indirectly by the giving of any notice, advice or approval in relation or pursuant to the US Dollar Clearing House Rules and the US Dollar Operating Procedures.

Part 3 : Investment services

We are a licensed bank under the Banking Ordinance and a registered institution under the Securities and Futures Ordinance, CE Number AAL698 (Bank of China (Hong Kong) Limited), AAI250 (Nanyang Commercial Bank Ltd.) and AAL594 (Chiyu Banking Corporation Ltd.).

Part 3 applies to transactions in securities, shares, stocks, debentures, bonds, notes, collective investment schemes, funds, currencies, related rights, options and interests, and other investments (investments).

Our services

1.1	You confirm that before giving any instruction with respect to any investment, you will have read, understood and agreed to be bound by any offering documents, terms, application forms, procedures and other documents relating to the investment. You will ensure that you are qualified to acquire the investment and that your instructions conform to the requirements of the investment. We are not responsible to check if this is the case, and may execute any instruction without changes, or make any changes to conform to the requirements of the investment, without reference to you.
1.2	Unless otherwise agreed in writing or we are already holding sufficient cash or investments on your behalf, you will pay us cleared funds or deliver to us investments in deliverable form, by the time we notify you, in order to settle each transaction. If you fail to do so, we may terminate the transaction, or sell the purchased investments, or borrow or purchase investments to settle the transaction. You will indemnify us against all liabilities, losses and reasonable expenses.
1.3	We may execute your instructions in our or our nominee's name and as part of a larger order. We will allocate acquired investments among you and other customers in a fair manner.
1.4	In accordance with your instructions, we may:
	debit the relevant sum from your accounts and apply to the manager of the investment or other person to subscribe or apply for units or interests in the investment; apply to the manager of the investment or other relevant person to redeem, transfer or (where applicable) convert units or interests held by us for you.
1.5	We do not act for the manager of any investment or other relevant person. They may reject your application, although we have received it. We have no further obligations following transmission of your application to the manager or other relevant person, apart from receiving your acquired investment.
1.6	We will credit your account with investments, sale or redemption proceeds, refunds, and income only after actual receipt by us and after deducting relevant reasonable expenses. We may credit any one or more of your accounts. We may hold the investments and money to cover possible third party claims. Unless otherwise agreed with you in writing, we need not take any action to collect any investment or money, or inform you if any payment may become due or is overdue or if any action may be required in respect of your investments. Delivery of investments to you will be at your risks.
1.7	You will as required designate one or more of your accounts as settlement account(s). Your authorised signatories for your investment account or settlement account may operate both accounts and also any linked deposit, if we agree.
1.8	We may sell your investments or any part of it to raise any amounts for the purposes of our services.
1.9	An individual may open an investment account by sending us a signed copy of the account opening form, his identity document and a cheque for not less than the required amount drawn by him on a licensed bank in Hong Kong with the same signature as that on the account opening form. However, the account cannot be operated until the cheque is cleared.
1.10	If you are not the ultimate beneficiary or the person ultimately responsible for originating an instruction in relation to securities listed or traded on the Hong Kong stock exchange, or derivatives, including over-the-counter derivatives, written over such securities:
	you agree to provide full details (including the identity, address and contact details) of the ultimate beneficiary and of the person ultimately responsible for originating the instructions directly to the Hong Kong stock exchange and the SFC within 2 business days of a request by us or any of them; your agreement in a. above will survive termination of our services; and if a beneficiary or person originating an instruction is located outside Hong Kong, you confirm that these provisions are binding under the relevant foreign law.
1.11	You confirm that all your sell orders in respect of securities at or through the Hong Kong stock exchange will be "long" sales, unless you notify us at the time of placing a sell order that it relates to securities which you do not own but have a right to obtain, i.e. involves short selling, and at the same time provide us with the requisite assurance that the sale is "covered".
1.12	If any transaction relates to derivative products, including options, we will provide to you on request (a) product specifications and any prospectus or other offering document covering such products and (b) a full explanation of margin procedures and the circumstances under which positions may be closed without your consent.
1.13	You will promptly sign an order form when required by us to confirm any oral order.
1.14	Our employees and representatives will not accept appointment as your agent to operate your account, unless a written discretionary agreement has been made with us. Our employees and representatives are not allowed to trade contracts on their own account.
1.15	We may set limits on the size of the contracts you may establish. We will notify you of the limits and any change in writing.
1.16	We may take the opposite position to your order.

Custody

2.1	You appoint us your nominee to hold all investments acquired by us on your behalf. We will arrange for your investments to be registered or held in safe custody in accordance with applicable laws and regulations including registration of registered investments in the name of our nominee. We will record your investments held by us in your investment account maintained by us.
2.2	We may reject any investments for safe custody and may at any time require any investments to be withdrawn from our custody.
2.3	Your investments will be treated as fungible and held as part of a larger holding of identical investments held for our customers. You will be entitled to the same share of the payments arising on the holding as your share of the total holding. Any loss will be apportioned among all owners.
2.4	We may deposit any eligible investments into a clearing system where transfers are made electronically or by book entries. Your investments may be held overseas by a third party.
2.5	We are not required to attend meetings of holders of any investments or exercise any rights unless otherwise agreed with you in writing.
2.6	Instructions to withdraw or transfer investments are subject to such notice, quantity restrictions, payment and procedures as we require. Before you can make a withdrawal, we may need to take delivery from the seller or custodian or complete a transfer to you according to applicable rules. You will collect any certificates or documents from the place we specify.
2.7	Investments may not be withdrawn in a physical form, if they were issued in the form of a global certificate or in book-entry form.
2.8	If minimum holding requirements apply, a holding of less than the minimum may be required to be redeemed.

Our role

3.1	We act as your agent in relation to our services, not as trustee or fiduciary. Our role is not affected by any dealing with commissions, fees or charges with you on the one hand and with any broker or other person on the other. Our responsibilities are limited to those expressly set out in these Conditions. We may act as principal in a transaction and, if we do so, we will notify you. These Conditions apply, to the extent possible, to transactions on your behalf as well as with us.
3.2	You agree that we may accept from brokers and other persons involved in your transactions any cash, goods, services, rebates or soft commission.
3.3	We are not obliged to purchase any investment from you, whether or not we have sold it to you or bought it for you.
3.4	We need not enquire whether the manager of any investment or other relevant person is performing its duties.

Information

4.1	We will inform you of any material change to our name, principal address, registration status, CE number, the nature of our services, or our fees or charges.
4.2	The information relating to your investments which we provide to you is based on information received from the person involved in the issue or management of the investments, an information vendor or a public source. We believe the information to be correct, but have not verified it. The information provider may not accept any responsibility for the accuracy of the information. We are not responsible for third party documents and information.
4.3	Reports, accounts, notices and any other documents received in respect of your investments will be held by us for such period as we decide, and will be available for your inspection during such period at our designated office. Thereafter we will destroy such documents. Unless otherwise agreed in writing, you do not require us to forward such documents to you or notify you of their receipt or contents. We will respond promptly to your request for information on corporate actions in relation to your securities held by us.
4.4	Prices of securities listed on the Hong Kong stock exchange are provided by The Stock Exchange of Hong Kong Limited. While they endeavour to ensure the accuracy of the information, no guarantee is given and no liability is accepted for any error.
4.5	You will not disseminate any price, rate or other quotation provided by us or use them for any purposes other than for your own reference.

Material interest

When effecting transactions for you, our affiliates or we may have a material interest in relation to the transaction. For example, our affiliates or we may:

a. have a position in relation to the investments or are involved as issuer, manager, custodian, trustee or otherwise; or

b. match your order with those of other customers.

If we have an actual or potential conflict of interest in relation to a transaction, we will not act unless we have disclosed that conflict to you and have taken all reasonable steps to treat you fairly.

We may have existing or future commercial or banking relationships with any person involved in the issue or management of any investment or their affiliates, and will pursue actions which we deem appropriate to protect our interests, without obligation to disclose or account to you, and regardless of whether such action might adversely affect you.

Transacting as principal

6.1	We may as principal enter into transactions (in Condition 6, each a "transaction") with you, each of which is evidenced by a confirmation ("Confirmation") issued by us and expressed to be subject to these Conditions. Terms used bear the meaning ascribed in the Confirmation.
6.2	In the event of inconsistency, the terms of one document will prevail over the other(s) in the following order for the purpose of the relevant transaction: (1) the Confirmation, (2) these Conditions and (3) our applicable rules.
6.3	A contract between you and us for the sale or purchase of an investment is made as soon as its terms have been confirmed orally by our authorised officer or in writing signed by our authorised officer. The terms of an oral contract will be as set out in our written Confirmation.
6.4	All transactions constitute a single agreement between the parties ("Agreement") and will be entered into in reliance on such fact. The parties would not otherwise enter into any transaction.
6.5	The parties will make payments and deliveries in accordance with each Confirmation, subject to the condition precedent that no Event of Default (see 6.10 below) or Potential Event of Default has occurred and is continuing. "Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
6.6	On agreeing a transaction with you, we may put a "hold" in your accounts on funds and investments in the amounts estimated by us to be required to settle the transaction. Our rights are not affected if we do not do so.
6.7	On receipt of your standing offer to conduct one or more transactions, we may put a "hold" in your accounts on funds and investments in the amounts estimated by us to be required to settle the transactions. Your standing offers are irrevocable, unless we agree.
6.8	You will fully perform your obligations before requiring us to perform.
6.9	Any payment, delivery or determination, which would otherwise fall to be made on a non-business day, will instead be made on the next business day, unless otherwise agreed.
6.10	Events of Default
	The occurrence at any time of any of the following events with respect to you or any of your Affiliates or any person who has provided any guarantee or security in support of your obligations under the Agreement (each a "relevant party") constitutes an event of default ("Event of Default"): ("Affiliate" means, in relation to any entity (it), any other entity controlled directly or indirectly by it, any other entity that controls directly or indirectly it or any other entity directly or indirectly under common control with it. For this purpose, "control" means ownership of a majority of the voting power of the entity.) Fail to pay or deliver Failure to make, when due, any payment or delivery required under the Agreement. Breach Failure to comply with any other obligation in accordance with the Agreement. Support default Failure to perform any agreement to provide any guarantee or security in support of your obligations under the Agreement; such guarantee or security expires or ceases to be in full force and effect without our written consent; or any relevant party (or any person appointed to manage it or act on its behalf) disclaims or repudiates, in whole or part, or challenges the validity of, such guarantee or security. Misrepresentation Any representation proves to be incorrect or misleading in any material respect. Cross default The occurrence or existence of: a default (however described) under one or more financial, investment, derivative or borrowing transactions which has resulted in such transactions becoming, or becoming capable of being declared, due and payable or deliverable, or otherwise terminated prematurely; a default in making one or more payments or deliveries on the due date under any financial, investment, derivative or borrowing transaction (after giving effect to applicable notice requirement or grace period); or a disclaimer, repudiation or rejection, in whole or in part, of any financial, investment, derivative or borrowing transaction (or such action is taken by any person appointed or empowered to manage any relevant party or act on its behalf). Insolvency Any relevant party: becomes insolvent or fails or admits in writing its inability to pay its debts as they become due; makes a general assignment, arrangement or composition with or for the benefit of its creditors; or any other person commences any judicial, administrative or other proceeding, or takes any action, (1) seeking a judgment of or arrangement for insolvency, bankruptcy, liquidation, reorganization or rehabilitation with respect to the relevant party or its debts or assets, (2) seeking the appointment of a trustee, receiver, liquidator, supervisor or custodian for the relevant party or any part of its assets, or (3) which has a similar effect; has a resolution passed for its liquidation, reorganization or rehabilitation; has a secured party take possession of all or any part of its assets or has a distress, execution, attachment or other legal process enforced against all or any part of its assets; or causes or is subject to any event which, under any applicable law, has a similar effect to any of the above. Merger Any relevant party amalgamates or merges with or transfers all or any substantial part of its assets to another entity. Death If you are an individual and you die or become mentally incapacitated. Force majeure Any relevant party, by reason of any event or circumstance, is or would be prevented from complying with, or it is or would be impossible or impracticable to comply with, any material provision of the Agreement where such event or circumstance is beyond the control of the affected party; or It is or would be unlawful under any applicable law for any relevant party to comply with any material provision of the Agreement. For this purpose, material provisions include the obligation to make or receive a payment or delivery on a timely basis under a transaction. Adequate assurances You fail to provide adequate assurances of your ability to perform your outstanding obligations under the Agreement or any other agreement between the parties on or before the second business day after our written request when we have reasonable grounds for insecurity.
6.11	Early termination
	If at any time an Event of Default has occurred and is continuing, we may, by not more than 7 days notice to you specifying the Event of Default, designate a day as an Early Termination Date in respect of the affected or all outstanding transactions (which will terminate on the designated date). We will determine