Terms and Conditions India Treasury Services - Bank of America

[Pages:34]Terms and Conditions ? India Treasury Services

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AUTHORIZATION AND AGREEMENT FOR TREASURY SERVICES

I am an authorized representative of the organization specified below (the "Client"). The Client has received Bank of America's Treasury Services Terms and Conditions Booklet (the "Booklet") in the form and with the content posted on the website of Bank of America and agrees to adhere to the Booklet and any applicable Material from Bank of America ("Bank"). Capitalized terms used in this Authorization and Agreement form, not otherwise defined, have the meanings given to them in the Booklet.

After I sign below on behalf of the Client and initial the specific Treasury Services that the Client wants to avail in the Treasury Services Grid below, the Client may begin to use any such Service once the Bank has approved such use and has received all required and properly executed forms and the Client has successfully completed any testing and training requirements. The Client may also from time to time request the Bank to provide additional Service(s) described in the Booklet by executing an Addendum or Amendment to this Booklet and providing initials of the authorized representative for the said services in the Treasury Services Grid below.

Unless otherwise stated herein, the Booklet supersedes other agreements between the Client and the Bank, as described under the General Matters heading in the Booklet, with regard to the provision of Services.

I warrant that the Client has taken all action required by its organizational or constituent documents to authorize me to execute and deliver on behalf of the Client this Authorization and Agreement form and any other documents the Bank may require with respect to a Service. I am authorized to enter into all transactions contemplated by the provision of Services to the Client and designating employees or agents to act in the name and on behalf of the Client.

Guidelines for completion:

If Client is a:

Who must sign:

company................................................................... any authorized officer*

* Includes any individual authorized under a board resolution passed in accordance with the Client's constituent documents.

TREASURY SERVICES GRID

SERVICE NAME

CHEQUE AND DEMAND DRAFT ISSUANCE SERVICE PAYABLE AT PAR CHEQUE SERVICE ("PAP SERVICE") DOMESTIC ELECTRONIC FUNDS TRANSFERS ("DEFT SERVICE") AUTOMATED CLEARING HOUSE ? CREDIT SERVICE ("ACH-CREDIT SERVICE") STATUTORY PAYMENT SERVICE

CHEQUE COLLECTION SERVICE

POST DATED CHEQUE SERVICES CHEQUE WAREHOUSING AND PRINTING SERVICE

COLLECTION LETTERS

VIRTUAL ACCOUNT SERVICE AUTOMATED CLEARING HOUSE ? DEBIT SERVICE ("ACH-DEBIT SERVICE") CASH DELIVERY AND PICK UP SERVICES

NOTIFICATION SERVICE

Page No in Agreement 1

2

4

5

6 8 10 10 11 12 13

16 17

Initials of Authorized Representative (to be initialed for services being subscribed)

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(ORGANIZATION'S/CLIENT'S LEGAL NAME)

[Signature of Authorized Representative]

[Print Name of Authorized Representative]

[Print title of Authorized Representative (include the legal name of any member, managing member, manager, or general partner who is signing and who is not an individual)] The following addresses may be used for giving notices in connection with this Booklet except as you or we provide the other different addresses to be used in conjunction with your accounts or particular Services.

Address for Client Notices:

______________________________________

_____________________________________________ _____________________________________________ _____________________________________________ Telephone ( ) ________________________________ Fax: ( ) _____________________________________

Dated

[Signature of Authorized Representative, if two are required by Client]

[Print Name of Authorized Representative]

[Print title of Authorized Representative (include the legal name of any member, managing member, manager, or general partner who is signing and who is not an individual)]

Address(es) for Bank Notices: Bank of America, N.A. and, if filled in; the following: _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ Telephone ( ) ________________________________ Fax: ( ) _____________________________________

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INTRODUCTION

Capitalized terms used in this Booklet are defined in the Glossary or in the respective sections. The terms "we," "us" and "our" refer to each of the Bank of America branches in India which provide you a particular Service under the terms of this Booklet. The terms "you" and "your" refer to each Client identified on the Authorization and Agreement for Treasury Services.

This Booklet contains the terms and conditions under which we provide you various Services. It is used in conjunction with the Account Agreement which covers account terms and conditions.

Pursuant to the terms of this Booklet, the Global Booklet shall set out the terms and conditions in connection with the provision to, and the utilization by, you of, any remote access software package, Software, Website, data file transmission and mobile access (each, a "Channel").

By signing and returning the Authorization and Agreement form in the front of this Booklet, you unconditionally agree to the sections that contain the specific terms and conditions that relate to the Services we provide to you including, but not limited to, the General Provisions section of this Booklet (which contains terms and conditions applicable to all Services). Notwithstanding the generality of the foregoing, to the extent any Service is provided to you, and is utlized by you, though any Channel:

(1) the terms and conditions as set out in the Global Booklet shall apply in connection with the provision and utilization of, such Channel (including, without limitation, such terms and conditions as set out in each of the sections headed "Electronic Data Interchange (EDI)", "Information Reporting", "Notification Service", "Accessing Services Via the Internet", "General", "Notice of Account Statement Discrepancies", "EStatements", "General Matters", "Security Procedure" and "Software Licence" of the Global Booklet) and any references to "Service" and "Booklet" under, and as defined in, the Global Booklet shall be read to include a "Service" and the "Booklet" under, and as defined in, this Booklet. For the avoidance of doubt, insofar as such Service is provided to you through any Channel, to the extent any terms and conditions in connection with such Channel are set out in this Booklet, such terms and conditions shall not apply; and

(2) in the event of any conflict between the terms and conditions in connection with the provision and utilization of such Channel as set out in the Global Booklet and this Booklet, the terms and conditions set out in the Global Booklet shall prevail.

If you would like an additional Service, it will be covered by the terms and conditions of this Booklet and/or such additional terms and conditions as may be specified by us from time to time, once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. To assist in processing arrangements, or to assist in our compliance with applicable laws, rules and regulations, you shall provide us, statutory and/or regulatory authorities and/or third parties appointed by us with such financial and/or other information as we reasonably request.

Whenever you use any of the Services covered by this Booklet (including any utlization of such Services through a Channel), you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Materials.

CHEQUE AND DEMAND DRAFT ISSUANCE SERVICE

The Cheque and Demand Draft Issuance Service allows you to issue or instruct us to issue Instruments drawn on your behalf, against the Accounts. Under this Service we will, subject to terms of this Booklet, store, format, print, issue and or deliver Instruments in accordance with your Instrument Issuance Requests to the extent permissible by the applicable laws and regulations.

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You must create and transmit to us an Instrument Issuance Request for each Instrument you want us to issue and / or mail on your behalf. Your Instrument Issuance Requests may be sent to us through the Website individually (in case only a single Instrument is required) or in a batch (in case more than one Instrument is required).

You must ensure that each Instrument Issuance Request conforms in form and substance to our requirements, including cutoff times on a Business Day.

It is your responsibility to ensure that the Instrument Issuance Request in respect of the Accounts maintained with us are given by the Authorized Officers through our Website and are also in compliance with the mandate of the Account as the case may be. We shall have no liability or responsibility in this regard. In the event you delegate the authority to issue Instrument Issuance Requests to any other person, the Bank's responsibility would be limited to ensuring that you have the power to delegate such authority. Without prejudice to the foregoing, where the Instrument Issuance Request is to issue a Cheque, failure by you to ensure that this is given by the duly authorized signatories to the Account and/or that the signatures match with the specimen signatures in respect of the Account concerned, will result in the Cheque not being honored upon presentation thereof.

In respect to an Instrument Issuance Request for a Demand Draft, you shall ensure that there are sufficient funds in the account to be debited to enable us to carry out the Request.

You further agree and understand that failure to comply with the terms may result in your Instrument Issuance Request not being effected, or where effected, result in being delayed or not achieving the intended purpose. You agree that we cannot be held responsible or liable in any way under such circumstances.

You hereby irrevocably authorize us to debit the amount of each Instrument either at the time of processing the Request or upon presentation thereof.

PAYABLE AT PAR CHEQUE SERVICE ("PAP SERVICE")

The PAP Service allows you to issue or instruct us to issue Cheques drawn on your behalf, against accounts owned and maintained by us with Alliance Banks, at such locations as may be agreed between us from time to time.

We may subject to the terms and conditions set forth in the Booklet, make arrangements with Alliance Banks as may be necessary for purposes of this Service. Detailed information regarding the PAP Service is available in the User Documentation.

Upon receipt of your written Request, we will open a PAP Account with the Alliance Bank, and will advise you of the account number. For purposes of this section, the term Account means the account maintained with the Bank which is linked to the PAP account.

You will advise us in writing of your Account number and of the authorized signatories to the Account in such form and manner as required by us. All terms and conditions accepted by you with regard to the Account, including the Account Agreement, will also apply to the PAP Account.

In order for us to facilitate the issuance of your Cheques on the PAP Account, you hereby authorize us to do the following:

Send a copy of each specimen signature of each of the authorized signatories of your Account to each Alliance Bank;

Send a copy of the board resolution of your Account to each Alliance Bank for the purpose of establishing the payment limits of the authorized signatories;

Send a copy of your consent letter to each Alliance Bank that, among others, confirms that the PAP Account will be used for routing and payment of Cheques issued by you;

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Give all necessary instructions to the Alliance Bank relating to the cheques to be issued against the PAP Account;

Receive all information relating to the Cheques issued against the PAP Account.

You and we agree that any communication relating to the PAP Account with an Alliance Bank, including instructions for the operation of the PAP Account shall only be through us, and that you will ensure that we are fully aware of all such communications.

In case, you require us to print the Cheques on your behalf, these will be drawn on a separate PAP Account with the Alliance Bank. For the avoidance of doubt, the PAP account against which we will draw and print Cheques on your behalf will be a PAP account different and distinct from the PAP Account on which you are authorized to issue your Cheques, but will have the same authorized signatories and authorization limits as the other one.

We shall, on the basis of the Instructions, issue Cheques in your name and on your behalf, drawn on the Alliance Banks and payable at par by the Alliance Banks.

Subject to the "Facsimile Signatures" section of the Booklet, you may authorize us to sign the Cheques by affixing/pre-printing the facsimile signatures of any of the authorized signatories of the Account. The Cheques, so drawn and signed, either by you or by us on your behalf, will be construed as your authority to debit the PAP Account and to subsequently debit the Account.

The Cheques drawn by you on the PAP Account shall be signed in accordance with the authorizations issued in respect of the Account. In the event the signatures on the Cheques drawn by you on the PAP Account do not match with your specimen signatures provided by you to us or the Cheque amount exceeds the amount limit specified for the respective authorized signatory, the Alliance Bank shall have the right to dishonor your Cheque.

For all Cheques printed by us, we are required to advise Alliance Bank of the details of the Cheques printed including the Cheque number, the beneficiary name, the Cheque amount, the Cheque date and the PAP Account number for which the Cheques have been issued. You hereby authorize us to provide this information and such other information to our Alliance Banks as they may request of us from time to time. In consideration of our acting in accordance with the request and authority conferred herein you agree that we shall not be liable for any Damages which you may suffer as a consequence of our acting in accordance with, or in reliance upon, any Instructions or otherwise in accordance with the request and authority conferred herein.

In order to facilitate the honoring by Alliance Banks of Cheques drawn against the PAP Account, a Payment Limit shall be put in place on the PAP Account. Unless otherwise agreed to in writing, the Payment Limit shall equal the maximum debit balance in the PAP Account, up to which the Alliance Bank shall honor your Cheques. The Payment Limit shall be allocated from your credit lines with us, resulting in your available credit limit with us being reduced by the equivalent amount. In case you don't have existing credit lines with us, you may be required to maintain a time deposit with us and offer the same to us as collateral security for any due and unpaid amounts that may arise under this Service. Additional terms and conditions contained in your Account Agreement, credit agreements (including, any Master Facility Agreement(s) and related overdraft schedule(s)), and other such documents (including, any collateral security documents) that you have executed with us shall be applicable.

For all Cheques paid by the Alliance Bank pursuant to the agreed Payment Limit, you authorize us to reimburse the amount of Cheques debited against the PAP Account, by further debit against your Account with us. The Cheques debited to PAP Account shall generally be debited to the Main Account on the same Business Day as the date of debit of the PAP Account. However, you hereby acknowledge and agree that due to clearing delays or clearing holidays, there may be some delay between the debit of the PAP Account and the debit of the Account. Nevertheless, all debits against the Account will be posted with the same value date as the date of debit of the PAP Account.

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You shall ensure that the amount of Cheques issued and outstanding against the PAP Account shall at no time exceed the lower of the available funds or the unutilized Payment Limit. You assure us that the Cheques or the Instructions to us to issue the Cheques shall be issued by you after considering or verifying the amount of available funds or unutilized limits in the PAP Account. You understand and agree that the Alliance Bank shall honor Cheques only up to the available funds or the Payment Limit as advised to the Corresponded Bank as mentioned above. All Cheques presented to the Alliance Bank for payment over and above the available funds or the Payment Limit shall be dishonored by the Alliance Bank. You confirm that you shall be fully responsible for the non-payment or return of any Cheque due to lack of funds in or available Payment Limit on the PAP Account.

You may send us a stop payment request with respect to a Cheque drawn against the PAP Account, if the Cheque is lost, stolen, or destroyed. In issuing any stop payment instructions, you shall give due regard to the time for us to further transmit such instructions to the Alliance Bank(s) so that such Alliance Bank can act on such request in a timely fashion. If a Demand Draft is lost, stolen or destroyed, you must complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. We may also impose certain limits on the maximum amount of Cheques that can be issued and outstanding on the PAP Account at certain locations where the clearing house is not managed by the Reserve Bank of India. These limits shall be communicated in advance to you.

OVERDRAFT FOR PAP SERVICE

It is expressly agreed and understood that nothing contained in this PAP Service shall be deemed to constitute an agreement on our part for grant of overdraft or any other form of credit facility to you with respect to the amount of checks covered under the PAP Service.

In the event of any incidental or temporary overdraft which may be caused by any reason whatsoever, you hereby agree and undertake to liquidate the overdraft on the Business Day immediately following the day on which it occurs and you agree to pay interest for the time that we are out of funds at the then prevailing interest rates charged by us to you.

You hereby agree that if you fail to liquidate the overdraft (which may be occasioned as aforesaid) by the next Business Day after it occurs, we, notwithstanding anything to the contrary contained in any other documents that may have been executed between you and us for any purpose whatsoever or any other understanding or in any law, shall have the right to (a) instruct the Alliance Bank to reduce your Payment Limit by such amount equal to your unliquidated and outstanding overdraft until they hear from us otherwise and/or (b) set off and appropriate the liability against or out of any other accounts/funds belonging to you in our possession including the amount of any further checks or drafts which may be deposited by you with us under the terms of this PAP Service.

SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL PAP SERVICES

You hereby agree that we shall not be held liable for any Damages that you may suffer as a consequence of the dishonor of the check presented to the Alliance Bank; provided that such dishonor is not directly caused by our gross negligence or willful misconduct. For each PAP Service, this section supplements the Limitation of Liability section and the Indemnification section of the Booklet.

DOMESTIC ELECTRONIC FUNDS TRANSFERS ("DEFT SERVICE")

The DEFT Service permits you to transfer funds electronically as more fully described in the applicable User Documentation. These transfers are typically from your accounts with us to other accounts at our bank or at other eligible banks. These transfers may be made according to a specific request from you or according to your standing instructions.

For availing of DEFT Services, Request(s) shall be issued by you with complete particulars and within the timelines specified by us from time to time. The said request can be submitted either in physical form or electronically.

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It is your duty to check the correctness of the beneficiary, including the beneficiary name, branch name, bank name, and account number, and branch IFS Code. We will not be liable for any Damages of any kind in case of incorrect credit due to wrong beneficiary details. The credit will be effected based solely on the beneficiary account number information and the beneficiary name particulars will not be used.

AUTOMATED CLEARING HOUSE ? CREDIT SERVICE ("ACH-CREDIT SERVICE")

The ACH ? Credit Service allows you to instruct us to process multiple payments to the Destination Account Holders via electronic funds transfer in India.

You hereby agree and confirm that you fully understand that we will be able to provide the Service only for payment to accounts maintained at banks that participate in ACH - Credit Clearing. For banks other than the participating banks, you hereby agree and undertake to make alternative arrangements for effecting payments to your beneficiaries in those banks.

To avail yourself of the Service, you shall :

(i)

Register yourselves with the NPCI and obtain a user number;

(ii) Submit to us the payment debit authority by hand, courier or facsimile (but solely at your expense and at

your risk) or by using our Website (the "Payment Debit Authority"); and

(iii) Submit the ACH - Credit file in the format as prescribed by NPCI for ACH ? Credit or in any other format

acceptable to us (the "Data File") and deliver such Data File to us by encrypted electronic mails ("e-mail")

(but solely at your expense and at your risk) or using our Website, prior to the cut-off date and time to be

communicated by us to you from time to time (the "Payment Debit Authority" and the "Data File",

collectively, "ACH Payment Instruction").

In the event that the Data Files are to be sent via e-mail, please be kindly advised that under our policy, we will be able to process your delivery of such Data File only when we receive it via our approved secured e-mail system which shall be communicated to you from time to time. An instruction sent by unsecured Internet e-mail will not be acceptable.

Further, you also undertake to ensure that the reference number as mentioned in the Data File shall be unique for each payment.

In the event that there are any changes to the Destination Account Holder details, such as bank account number, etc. you agree to provide us with the updated details in the Data File shared with us. Further, you also agree to endeavour to remove transactions that are getting repeatedly returned due to any reason, from the Data File shared with us for subsequent payments.

You shall be solely responsible to notify the Destination Account Holders of the payments initiated through ACH, including those to whom the payment could not be effected along with the reasons thereof.

You agree that the Service is provided to you on the specific acknowledgment from you that all information, data, authorization furnished by you and received by us is correct and authentic and that we are not responsible or liable to check the correctness of the same.

SUPPLEMENTAL LIMITATION OF LIABILITIES / INDEMNITIES

This section supplements the Limitation of Liabilities section of the Booklet for the Service provided by us to you.

As you are aware, the Service will be provided by us with the involvement of various systems, including but not limited to, the NPCI's web-server. We will not be liable for and will be excused from any failure or delay in performing our obligations for the Service if such failure is caused because of the breakdown or failure of any software, electronic payment or similar systems of the bank, RBI / NPCI as well as other force majeure events.

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