Romania - Intesa Sanpaolo Bank

Romania
General Business Conditions of Banca
Comerciala INTESA SANPAOLO Romania S.A.
Commercial Bank INTESA SANPAOLO ROMANIA SA - Headquarter Revolutiei 88, 310025 Arad - Phone: 0040 257 308200
- Fax: 0040 257 285335 - Website: www.intesasanpaolobank.ro - E-mail: [email protected] - Social capital
491.111.110 lei - Registered at Trade Registry J02/82/1996 - Unique resitration code RO8145422 - Banking Registry code
RB-PJR-02-032/18.02.1999 - Personal data operator 2581 - Member of Banking Deposits Guarantee Fund
Intesa Sanpaolo Bank Romania, bank of
TRANSLATION OF AN OFFICIAL DOCUMENT IN ROMANIAN
The official binding version of the contract is in Romanian, while the English translation has been done merely
for advisory purpose. Provided any discrepancies, divergences or conflicts between the Romanian and English
versions, the Romanian version will prevail.
Romania
DEFINITIONS
The terms hereunder have the following meaning:
Bank: Banca Comerciala INTESA SANPAOLO ROMANIA S.A.
Bank Head Office: all lucrative facilities of the Bank in Romania
Client: natural or legal person, resident or non-resident enjoying the bank’s products and services.
General Business Conditions (C.G.A.): the General Business Conditions of the Bank in its relationship with
Clients.
The terms „special relationships”, „group” and „a sole debtor” have the meaning given by the legal
stipulations on credit institutions and capital adequacy and the NBR regulations on large exposures of the credit
institutions.
Bank business day: day when the banks in Romania and in its main financial center are open and transactions
are performed between them on the Romanian interbanking market.
Art. 1. General Business Conditions scope
The General Business Conditions are mandatory and represent a general document governing the entire business
relationship between the Client and the Bank, being considered integrating part of each covenant/ agreement
concluded between the Bank and the Client and are subject to Romanian legal stipulations.
The particular business relationship between the Client and the Bank are also governed by the „Specific
Conditions”. These are complementary to the General Business Conditions and will represent an integrating
part of the covenants/agreements concluded between the Bank and the Client.
The stipulations of a covenant/agreement concluded between the Bank and the Client or of the „Specific
Conditions” that contradict these General Business Conditions prevail. Any aspect not covered by an individual
covenant/agreement concluded between the Bank and the Client or by the „Specific Conditions”, will be
governed by these General Business Conditions.
The Client’s signature on any Bank document certifies beyond any doubt that he took note of the contents of
these General Business Conditions, that he is aware and totally approves of them.
Upon the initiation of any business relationship with the Bank, the Client will take note of and will sign for
the reception of these General Business Conditions. Any Client or potential Client may consult the
General Business Conditions at the bank’s desks where the operation is performed and/or on the bank’s website,
www.intesasanpaolobank.ro
Art. 2. Bank secrecy. Consent on the Bank’s processing of personal data
The Bank will deal with Client information and/or his bank business as being secret and confidential, complying
with its confidentiality obligations required by the legislation in force on banking secrecy.
The Bank will disclose to/transmit third parties information on the Client and/or his banking activity only of the
Client has previously consented to it or if the law stipulates such obligation.
By assuming these General Business Conditions, the Client grants the Bank the express right of processing its
personal data, authorizing the Bank to use these personal data for marketing or statistics purposes, as well as
to consult the information existing on it at C.R.B. , C.I.P., Biroul de Credit, Cerved Business Information Spa or
any other public institutions, as well as to transfer these data to third parties the Bank calls on for the performance
of a part of the activity (for administrative, organizational or technical reasons) or with which the Bank has
contract relations implying the need to transfer personal data, whenever necessary, for the purpose of the
initiation or development of business relations, including for the management of requested reports and services
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or for those that may be requested to the Bank. The Client has the right to refuse personal data processing for
marketing purposes, notifying the Bank thereof.
Complying with the legal stipulations, the Client gives his express consent for the Bank processing of the
information below whenever necessary with a view to initiating or developing business relatioships with the
Bank:
-personal identification data: full name, domicile address, including place, zip code, county and country,
date and place of birth, personal number or equivalent, the quality of resident/ non-resident, phone
number/s, e-mail, civil status, citizenship, nationality, type of ID, ID series and number;
-personal data related to the relationship between the holder and the authorized person, the limits of the
authorization etc., family relations with Bank employees or other persons having special relationships with
the Bank, the fact that person is part of a “group” of legal or natural persons directly or indirectly
connected, domicile/ residence, family status, concluded agreements closely connected to the business
relationship between the Client and the Bank, employer’s name/ the nature of own business, length of
service in the previous job, length of service, occupation of the person in focus, labor agreement
information, income achieved, deductions from income, litigations with third parties, the existence of
credits/ commitments with other fianncial institutions or other payment commitments, property
information, etc., education data, family information, politically exposed person status, as well as global
risk data, overdue credits or payment incidents recorded by the client, etc.
Also, the Client took note of the fact that he may exert all his rights provided by the personal data operating
and free circulation legislation, especially the following rights:
•Data access right: the right to obtain free and upon request from the Bank, for one application per year,
conformation of the fact that his data are or are not being processed by it. This right may be exerted under
the following conditions: a dated and signed request is written to the Bank, containing the address of
domicile of the person using this right. The request will be attached a clear photocopy of the applicant’s
ID;
•Intervention right: the right to obtain, free of charge and upon request, the rectification, update, block,
removal or transformation into anonymous data of the data the processing of which is not in line with the
law, especially of incomplete or inaccurate data. This right may be exerted under the following circumstances:
a written request is addressed to the bank, dated and signed, containing the data on which intervention
is requested, the grounded reason and the modality of intervention. The request will be attached a clear
photocopy of the applicant’s ID;
•Opposition right: a person’s right to oppose at any time, for grounded and legitimate reasons related to
his/her particular situation, that his/her related data be processed, except for the cases when there are
legal stipulations to the contrary. This right may be exerted under the following circumstances: an
application is written to the Bank, dated and signed, containing the data on which opposition is requested
and the grounded and legitimate reason related to the person’s particular situation. The request will be
attached a clear photocopy, of the applicant’s ID.
The Client agrees that upon the termination of his/her business relationship with the Bank, the latter will
continue archiving/ processing his personal data until the date provided by law for this purpose or complying
with the internal stipulations of the Bank.
The Client expresses his consent for the Bank to transfer abroad to his Group members, censors or control and/
or audit bodies any information required for the good functioning of the Bank, irrespective of the information
being or not subject to bank/buciness secrecy personal data protection (including of other Banks within the
inter-banking information system).
The Bank belongs to an international financial and banking group. Considering this, the Client authorizes the
Bank to transmit abroad, to its Group entities, information that would otherwise repesent the object of banking
secrecy personal data protection, with a view to providing the good execution of bank transactions or with a
view to fulfilling all the Bank’s obligations generated by its banking supervision by the parent company.
The Client undertakes not to make public nor use for own needs, contrary to their purpose/ destination, the
information received (irrespective of their support) from the Bank.
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The Client undertakes to satisfy all the bank’s grounded requests and make available to it documents, information
or any other forms of cooperation that might be important, both for the present, and for the future of the
business relationship with the Bank.
The Bank, as authorized personal data operator processes the Client’s personal data, within SWIFT transactions
(Society for Worldwide Interbank Financial Telecommunication), company registered in Belgium.
SWIFT operates by means of the two operational centers in Europe and the United States of America, where all
performed fianncial transactions data are being stored temporarily. If the Bank’s Clients perform international
funds transfers, the clients’ personal data may be transfered into states outside EU (e.g. U.S.). U.S.A. does not
provide the same protection level in what regards personal data processing as the EU states do, but they present
the required guarantees (Safe Harbour). For the purpose of money laundering prevention and fight against
terrorism financiang, the US authorities / institutions (U.S. Treasury Department etc.) may request access to the
Clients’ personal data (of the Bank), stored in the SWIFT operational center in U.S. Such data are only stored for
the period of time required for anti-terrorism fight, are kept in secured places and are handled with care. In what
regards the main defining criteria of information storage period, the following aspects are mentioned: the
personal data are stored on hard copy and in electronic format; the data stored in electronic format are archived
for 5 years after which are distroyed; personal data on hard copy are stored for one year after which they are
archived for a 5 years period and they distroyed. The personal data of the Bank’s clients that may be made
available to US authroities are those used in international funds transfers (full name, address, IBAN code,
amount, payment details, etc.).
Art. 3. Operation place. Client ID. Delegation. Communication with the Bank
The Bank headquarters is the operation center within the business relationship between the Bank and the Client
being the premises where the Bank services are being performed (branches/ agencies/ representative offices/
lucrative facilities) performing services to the Client. All the judicial relationships between the Client and the
Bank are subject to Romanian law even in case of trial abroad.
The Bank may be summoned to court, from territorial point of view, only at the court with jurisdiction over its
registered office.
If the territorial unit of the Bank with which the Client has business relationships or in other grounded situations,
the relationship with the Client will continue by means of another territorial unit of the Bank, the Client
authorizing the Bank for this purpose.
In the case of a merger, division or total/partial transfer of the Bank’s activities to another institution, the Bank
will be entitled to transfer its contract relationship with the Client to the institution that will assume (all or part)
of the Bank’s obligations, the Client and/or the authorized persons consent to it.
The Bank is entitled, in the case of any transaction performed „in person”, to check in line with own procedures,
the identity of the Client or of the persons authorized by him.
The Client’s access to banking services implying the Client’s remote identification for the development of
operations by means of the bank can be done based on an agreement concluded for this purpose between the
parties.
The Bank may refuse to perform any such transaction if the Client or the persons authorized by him insist on
remaining anonymous, refusing identity check by the Bank. The Bank will deal in a similar way with the situations
when the person concerned is not able to show ID as required by the Bank.
The Bank is entitled to also individualize documents or information to be requested to the Client or to the
persons authorized by him, so that to be able to identify him in line with the requirements of the law on KYC
applicable at the operating location, and to determine whether the person is „special relations” with the Bank,
if he belongs to a „group” or if he represents „a sole debtor” to the Bank.
Within the performance of banking operations, the Bank will compare the Client’s signature and/or the signature
of the persons authorized by him with the signature samples made available to the Bank by them upon account
opening (on the occasion of potential subsequent changes).
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If, complying with the legal stipulations, the Client is also identified based on a stamp print, such print will be
delivered at the Bank as sample, besides the signatures samples for current account opening (respectively on the
occasion of the potential subsequent changes). In performing the banking operations, the Bank will also
compare the print of the stamp affixed on the documents related to operations with the sample previously
delivered by the Client.
The Bank is not liable and is under no obligation of detecting and declaring forgeries or any other inconsistencies
of the Client’s signature or of the persons authorized/mandated by him, of the stamp of a transaction document.
The Client bears full responsibility of the losses caused by the provision of inaccurate data or data misleading to
the Bank, for losses due to his neglicence or resulting from actions of third parties (including his proxies), as well
as in the cases when the Bank has incorrectly identified the Client’s signature and stamp and no severe negligence
was proven in its activity.
The Client may give power of attorney to a third party to perform banking operations on his behalf and on his
account. These authorizations may be given either at the operation location, by signature in the bank operator’s
presence complying with the legal stipulations applicable, or by power of attorney (authenticated, as the case
may be) in the case of legal persons, and authenticated special power of attorney for natural persons.
If a power of attorney is valid for a certain period of time, it becomes null and void beginning with the moment
its validy expires, except for the cases when the Client has previously revoked it in writing. A power of attorney
given for unlimited period of time will be considered valid by the Bank until the Client repeals it in writing.
The Client bears full responsibility for the losses recorded by the Bank if he or a proxy of his has been in legal
incapacity at the moment the Bank performed an operation.
In addition to the notifications specific for current operations, the Bank and the Client will notify each other
promptly regarding any event, fact, omission, mistake or erroar occuring in their relationship and will promptly
reply to any question addressed by one to the other regarding these aspects.
By assuming these General Business Conditions, the Client understands that any of its communication with the
Bank via telephone may be recorded, consenting at this and accepting that these recordings be „prima facie”
proofs in what regards orders sent to the Bank via telephone.
The Bank may disclose any kind of information about the products, services, etc. offered to Clients, either by
display at the operation location, or by presentation on its webpage or via any other means available.
In all cases, the Bank presumes that the Client is in possession of the information communicated as provided
above, that he assumed them agreeing to them, except only for the situations when the Client objects in writing
to them.
The Bank’s notifications to the Client are considered as being correctly transmitted to him via regular mailing
service, fax, telex, Internet etc. and delivered, if sent at the latest address/fax/telex/e-mail etc transmitted by the
Client in writing.
The Bank is not liable in what regards the consequences of the delays and/or losses of messages, letters or
documents and neither in what regards deterioration or other errors that may occur during the transmission, if
he is not responsible for the generation of that delay, loss, deterioration and errors.
The notifications handed in person will be considered effective as of the moment they are delivered to the Client
or his proxy in exchange for signature.
The notifications sent by the Bank to the Client via telefax, telex or other electronic means are deemed delievred
the moment they are transmitted.
If a separate covenant is concluded on this matter, the statements of account, confirmations and other
notifications of the Bank may be transmitted to the Client by means of his mailbox managed in the Bank. For
such situations, notifications are considered delivered to the Client on the date they are deposited in that
mailbox.
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The Client has the obligation to check the statements of account, communications, notifications, transmitted to
him by the Bank, immediately after being received. In addition, the Client has the obligation to check whether
the instructions transmitted to the Bank have been correctly and fully performed by the Bank, and if it finds any
irregularities has the obligation to notify the Bank immediately, and the Bank has the obligation to rectify the
errors, if the case.
With a view to communication with the branches/ agencies/ offices/ lucrative facilities of the Bank, the Client
may use mail, telefax, telex or other electronic means; the Bank may require the Client to observe a specific form
for certain notifications, established by the Bank or to be transmitted via a certain channel. All notifications must
be addressed by the Client to the territorial unit he has business relationship with.
The Client’s communications of any type to the Bank will be done in Romanian (or accompanied by notarized
translation) and are transmitted on hard copy format by delivery at the bank registration desk or via mail.
All communications and documents will be deemed received by the Bank from the Client when that
communication or document has been entered the operation location registry (except for the operations subject
to different specific procedures). The Bank confirms the reception of a document from the Client by affixing a
mail reception stamp on it (or in any other adequate manner) containing that date, mentioning even the time if
necessary.
The Bank confirms its reception of a document from the Client only of it received it or was deposited with the
Bank, by any means able to record material proof within clients working schedule established by the Bank.
The documents deposited (received) after the clients working schedule established by the Bank are deemed
received the next day and are recorded with the next banking business day.
The Bank is not liable for the Client’s damage, loss as a result of the communications sent with delay.
The Client has the obligation to deposit, and to transmit to the Bank for the performance of bank operations,
easily readable documents, with no alterations, signed in writing (where the text contains provisions of the
situations when it is required) and stamped (as the case may be) on a support providing preservation of the
signature, and stamp for an unlimited period of time and the impossibility to delete it without deteriorating the
document. The Bank will be entitled to refuse the registration and/or processing of documents not complying
with the aforementioned, the person depositing at the Bank such document on behalf of the Client will be liable
for any loss or damage resulting from such refusal.
The Client is liable to the Bank for the authenticity, accurate, correct and complete filling in, and the subscription
deadlines of the data and documents mentioned in all the covenants concluded between the parties or related
to current banking operations.
In all cases when the Bank has to check the authenticity, correct filling in, veridicity or validity of the documents
presented by the Client or by his/her authorized/mandated persons or to translate their contents in line with
these General Business Conditions or with the banking operations conditions, the Bank will only be liable for
serious negligence situations, proven in the performance of these activities. If the Bank has to peform the
aforementioned activities with a view to executing the Client’s orders, it may use third party services on the
Client’s expense, by assuming these General Business Conditions with the client’s related approval.
The Client will make available to the Bank the address as the case may be, phone number, telefax, telex or e-mail
address to which correspondence will be sent and will assume to inform the Bank in writing regarding the
change of any of these elements as soon as possible.
The Client has the obligation to immediately inform the Bank about all changes and major circumstances in its
transactions with the Bank, including without being limitative to: changes in ID, as example for individuals:
changes of person’s name and/or surname, address, signature, identity card, passport or legal equivalent
documents; in the case of legal persons as example: changes of name, form of organization, registered address,
stamp, registration number or place of registration, fiscal code, change of the legal representatives of the
company or their signature.
In order to be processed by the Bank, the Client’s orders (regardless of their nature) must be clear, inteligible
and state their contents clearly, the Bank being under no obligation to check the accuracy of the information
contained therein.
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The Bank is entitled not to execute a Client’s order, if he does not use the specific forms made available by the
Bank. Any change, confirmation or repetition of an order must meet the same requirements.
If the amounts in the Bank’s operations documents written in letters are not the same with the amounts written
in numbers, the Bank is entitled not to perform/ process the operations connected to these documents or to
perform/ process the operation based on the numbers written in letters.
The Bank will only take orders from the Client or the persons authorized/ mandated by him for this purpose, as
well as orders authenticated by a code previously established with the Client. Any annulment or change of a
received order, authorization given or code agreed upon will comply with the legal provisions and of the cut-off
times and will not be binding to the bank until the reception of a related written notification from the Client.
For security reasons, the Bank reserves its right, without any obligation to this extent, to ask the Client in writing
(on the Client’s expense), for the confirmation of any order or instruction received via telefax, telex or other
electronic means received from him or the persons authorized/ mandated by him before their execution. As a
result of such request, the Client has the obligation to send written confirmation to the Bank of the correctness
of such order or instruction.
If such order or instruction will not be confirmed by the Client or his proxies/representatives in writing, the Bank
will not execute it. In such cases, the Bank will not be held liable for any damage or loss occurred as a result of
such default.
If a banking operation is performed, any activity will be performed within a certain deadline and the Client has
the obligation to mention this execution deadline in writing for each specific case (except for the situations
when separate agreements or bank good practice stipulate otherwise).
The Bank is entitled not to comply with the execution deadlines of the Client’s orders if execution within the
Client’s deadlines is not allowed by the banking best practice. In such cases, the Bank will not be liable for the
Client’s damage or losses deriving from the delayed performance of such an order or the non-compliance with
such a deadline in operating a bank document.
The forms, data supports or means of communication entrusted by the Bank to the Client for use must be
maintained and used by the Client with due care. The Client will immediately notify the bank in writing of any
irregularities regarding the forms, data supports or means of communication, especially in cases of loss, theft or
breakdowns, the Client bears the damage and loss generated by any irregularities, until the related written
notification has been received by the Bank.
The Client is liable for any breach of copyright, and for any change or breakdown of the software licensed by
the Bank to the Client.
The Client has the obligation to timely return to the Bank all unused forms, data supports and means of
communication entrusted or licensed by the Bank for use, as soon as the relationship between the Client and
the Bank terminates.
Art. 4. Current Account
With a view to maintaining the business relationship between the Bank and the Client, the latter must enjoy at
least one product offered by the Bank. The existence of a current account opened with the Bank is one of the
conditions required for the opening by the Bank of other types of account for the Client, except for the cases
when the legilsation in force provides otherwise.
In order to open a current account with the Bank, the individuals or entities with or without legal status must
fill in and hand at the operating location, a standard current account opening application complying with the
model set by the Bank, as well as other documents requested by the Bank depending on the applicant’s type.
The documents required for current account opening are available at the Bank or on the Bank’s webpage.
With a view to current account opening, the Client will provide, upon the bank’s request, all the requested
documents in original copy and will hand them attached to the current account opening application as certified
copy (in the case of entities with or without legal status the certification will be done by the signature of the
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person duly authorized to represent the entity and by the official stamp of the entity).
If the persons requesting the current account opening in person or on behalf of a third party as proxy are not
able (or do not wish) to prove their identity and/or authorization in a manner that is satisfactory to the Bank, the
latter may deny the current account opening.
In all cases, it is the Bank’s decision whether the current account will be opened or not, without any obligation
to explain the applicant the reasons determining such refusal.
The Client, as current account holder, is entitled to unlimited use of the account, complying with the stipulations
of these General Business Conditions and of the legal stipulations in force.
Upon a current account opening, its holder may authorize one or more persons to operate on that current
account. Except for the cases when the Client notifies the bank in writing of the contrary, it is agreed on the fact
that the authorized persons are granted by the Client the authority of disposing both of the funds in the current
account opened by the Bank on his name, and by the funds from any related accounts opened with the bank
Bank in his name. If the Client authorizes more persons on his account, with first signature right for one/more
and with second signature right for another/others, it is understood that the persons having first signature right
will not be able to operate on that account in the absence of the second signature authorized persons and vice
versa.
The persons authorized to operate on the current account, others than the holder, are authorized by the Client
to use the account’s funds even if the Bank is aware that those funds or the funds in a deposit account are
property of a third party.
The persons authorized to operate on a current account are not authorized to make changes the authorizations
of operating on that current account or on any related account or to close that account. Besides from closing
the accounts, the authorized persons have the right to perfrom any transactions on the accounts, except for the
cases when the parties agree otherwise, including the opening and/or liquidation of deposits or other saving
products. The Bank cannot be held liable for all the transactions performed by the authorized persons, the
account holder understanding the fact that by the authorization granted he takes full responsibility in what
regards the operations performed on his accounts by the authorized persons, the Bank having the obligation to
check only the identity of the authorized person, the signature sample and the possible operation limits on that
account.
In order for a person to be appointed “authorized person” to operate on a current account , that person’s
signature sample must be handed at the Bank on the Bank standard form, as the case may be, along with the
power of attoney, and the proof of his/her identity in a manner satisfactory to the Bank.
The signature sample of each person authorized to operate on a current account will be provided in the presence
of a bank clerk or by notary certification, complying with the legislation in force. The signature samples are
deemed valid (the authorization is deemed valid) until repealed by means of account holder’s written request
approved by the bank, even in the cases when such authorization changes were made public complying with
the legislation in force. In what regards electronic transactions or other types of transactions not involving the
actual presence of the Client or his representatives, the Bank may accept electronic signatures, including PIN
code identifications (personal identification number) or password, within the conditions provided in the
agreements concluded with the Bank. The Client and the authorized persons are liable for the operations
performed via the electronic means made available by the Bank, being under the obligation of using the related
personal identification elements (PIN code, password etc.). Any proof or reproduction by the Bank of the
statements or information transmitted by the Client via electronic means will represent proof in the relationships
between the Client, the authorized person and the Bank, except for the case when proven contrary by probation
admitted by the law.
As in the case of the current account holder, the persons authorized to operate on that account declare that
they have understood and assuumed the General Busienss Conditions, undertaking to fully comply with them.
The Client has the obligation to notify the Bank in writing regarding any change in the status of an authorized
person or in the case of any amendment related to the authorization to operate on a current account.
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The statement of account
The Bank will inform the Client of the performance of individual transactions, funds movement from/ into the
current account opened on his name by means of a „statement of account”. Except for the cases when
stipulated otherwise in other covenants, the Bank makes available for the Client „periodic statement fo
account”, at the beginning of each calendar month for the operations performed the previous month (including
also interests and other fees, taxes and expenditures charged by the Bank).
The Client has the obligation to check the operations recorded in his accounts and return to the Bank any undue
collected amounts, within no more than 5 working days from the beginning of the month. Any potential
objection on the accuracy and/or the contents of a periodic statement of account, must be done by the Client
as soon as possible.
If the Client does not receive the statement of account by the 10th day of the month for the transactions
performed within the previous month, the client has the obligation to go to the bank or call the Call Center
phone number – 0800800888, available 24 hours a day, in order to obtain the statement of account.
If necessary, the Bank may, without the Client’s agreement, make corrections regarding the operations performed
in his current account, corrections that will be transmitted to the Client their inclusion in the periodic statement
of account following the date of the operation. In what regards interest computation, the Bank may perform
any retroactive corrections, beginning with the date of the wrong registration.
The Bank is still able to operate the current account without the Client’s approval, also under the following
circumstances:
-to write off the Client’s due debts/ payments with the Bank; to write off of any other commitments
assumed by the Client by agreements or covenants with the Bank;
-
to perform the revolving credit operations;
-to perform the payments ordered based on final court writs of execution or any other writ of execution
provided by law;
-if the Client failed to pay credits, interests, fees and/or other payments to the Bank by due date, but has
liquidities in other currency than the currency of the Bank’s claim, with a view to recovering its claims, the
Bank is authorized to proceed on behalf of the Client to bidding the amounts in his accounts at the
exchange rate used by the Bank on the operation day;
-if separate covenants between the Bank and the Client stipulate it or in cases covered by the legilation
applicable at the operating location;
-
to clear the cheque, card payments or the payments such as current account related interests;
-
to correct registration errors;
-
to withhold taxes and duties;
-
for any other reasons stated in these General Business Conditions
The Client’s death, as individual or sole associate of a debtor entity or the death of all the associates of a debtor
entity, does not wrte off his/their debt, which will be borne by his/their legal successors complying with the law.
If the Bank is notified in writing properly of an account holder’s death/ incapacity or of the death/incapacity of
the proxy of an entity with or without legal status or of the initiation of legal procedures for the reorganization,
dissolution, liquidation or declaration of an entity’s bankruptcy, all authorizations become null, and the Bank will
allow the performance of current account operations only to the persons able to prove their right to access the
Client’s funds with an official order, having the quality of heir, proxy, judicial administrator, liquidator, trustee,
guardian, etc.
The Bank is not liable for the potential damage recorded by the Client as a result of the action of the persons
authorized by him to operate on his current account during the period of time until the proper notification of
the Bank on the Client’s death/ incapacity.
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The probatory force of the Bank’s records
The documents / entries extracted from the Bank’s records signed by the Bank will serve as “prima facie”
evidence in the relationship with the Client, until the contrary is proven by the Client.
Approval of the Bank’s documents
If the Client has not challenged the contents of the confirmations, statements of account, notes or other
notifications from the Bank, regardless of the way they were transmitted or made available to the Client (via
mail, via electronic means, at the bank’s desks etc.), within 13 months from the date when the Client can be
deemed to have taken reasonable note of them, the contents of these documents will be deemed approved by
the Client. If such documents contain computation errors, the Bank will adjust these irregularities, even after the
13 months period.
Accounts closing
A current account closing may be initiated at any time by the Client or by the Bank or it may result from the
expiration of the period of time it was open for. The condition to be met upon current account closing is the
prior regularization of all Client’s current and/or future obligations with the Bank, as well as of the obligations
assumed by the Bank for the Client. Upon current account closing, also the other Client’s accounts with the
Bank will be closed.
The current account may be closed without notice, upon the Client’s initiative, upon the Client’s written request
to the Bank. If the Bank has issued the Client a payment card linked to his current account, the current account
may only be closed 30 days after this card is returned to the Bank and after the regularization of all the
transactions performed using this card.
The Bank may close a current account or any sub-account with no grounds, with a two months notice counted
from the date the written notification is sent to the Client.
The Bank reserves its right to close from its own initiative, immediately and without prior notice, a Client’s
current account if:
-it receives negative information on the Client’s reputation or if the Client shows lack of respect in his
attitude towards the Bank or the Bank’s employees;
-the Client has performed or is trying to perform frauds with the Bank or any of its Clients or has caused
damage or loss (current, potential, image etc.) to the Bank or its Group members;
-the Client has opened or intended to open legal action against the Bank or its Group members, or he
exposed the Bank or its Group members to court actions by third parties;
-the Client has provided false or untrue information to the Bank, fails to deliver the documents or information
requested by the Bank, or if the Bank has information or suspects that the Client has performed or intends
to perform operations covered by money laundering legislation;
-
the Client and/or the authorized person have been declared insolvent/bankrupt;
-
most of the Client’s activities have been suspended, transfered or ceased;
-the Client and/or the authorized person – legal entities have been dissoluted, merged or divided; the Client
and/or the authorized person – individuals are deceased or have been put under interdiction;
-
the Client has broken one or more of its contract obligations with the Bank.
If a funds sequestration/ freezing procedure has been imposed on the Client by a competent body decision, the
Bank is entitled not to observe the Client’s orders.
If the accounts remain not used for 6 (six) months (except for the operations performed at the initiative of the
Bank) and in the case of amounts under EUR 10 (or eq. in lei) in the case of legal persons, and EUR 5 (or eq. in
Lei) for individuals, the Bank may close these accounts with a two months prior notice counted from the date
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the related written notification is transmitted to the Client.
If, upon the current account closing, as a result of the regularizations performed, it has a positive balance, the
Bank will deal with those amounts complying with the Client’s written instructions.
For this purpose, if during the Bank’s prior notice period regarding account closing the Bank does not receive
any instructions from the Client regarding the modality of dealing with that account balance, it will transfer
those amounts to a collector account, under its accounting for the period of time established by law, those
amount not bearing any interest. The same will apply to all the cases when the Bank has not received from the
Client, prior to current account closing, written instructions regarding the way its balance will be dealt with.
The Bank will inform the Client in writing about the current account closing date, and if the case, about its
balance will be dealt with.
The documents delivered by the Client for account opening purposes, the update of the information requested
by the Bank, the operations performance by the Bank or any other documents requested by the Bank, will not
be returned to the Client upon the current account closing.
These General Business Conditions will govern the mutual relationships between the Client and the Bank, even
after the Client’s current account with the Bank is closed.
Art. 5. The Share Capital Account/ Initial Patrimony
The Bank may open a specific account (share capital account/ initial patrimony) in favor of the resident legal
persons (its founders) who have the legal obligation of depositing the minimum share capital/ initial patrimony
with a credit institution before acquiring legal status according to the legislation in force.
The Bank will open such accounts only upon the delivery of (original copies) and of photocopies of that legal
person’s setting up documents certified for compliance (e.g. articles of incorporation, company agreement,
etc.), as well as any other documents revealing: the exact amount and the currency of the share capital/ initial
patrimony to be deposited, its payment modality, the founders of the legal person, the person/s appointed to
manage the funds in the share capital fund/ initial patrimony account opened with the Bank, as well as the
identification data of the persons authorized to manage the amounts in the account and samples of their
signatures.
Until the legal status is acquired, only the persons authorized to manage the amounts in the share capital
account / initial patrimony account are authorized to manage the funds in that account.
The persons authorized to manage the amounts in the share capital/initial patrimony account cannot be replaced
by other persons to manage that account, the proxies cannot be changed unless with the approval of all the
legal person’s founders.
After the share capital/ initial patrimony account opening and after the reception of the proper amount from
the founders, the Bank will freeze the funds in that account and will issue to the share capital/ initial patrimony
account proxy a written confirmation of the share capital/ initial patrimony account opening operation.
The funds in the share capital/ initial patrimony account do not bear interest.
After acquiring legal status, the legal person (by means of founders or administrators) must make available to
the Bank as soon as possible the proof of having achieved the legal status and must deliver at the Bank a
photocopy certified for compliance of the document proving its entry in the Registers required by the law.
Relying on these documents, depending on the order of the competent statutory body of the legal person, the
Bank will either open a current account for it in the conditions mentioned in these General Busienss Conditions
(current account to which the funds existing in the share capital/ initial patrimony account will be transfered), or
will pay or transfer the funds from the share capital/ initial patrimony account, closing the mentioned account.
If the legal person is not duly set up, the amounts in the share capital /initial patrimony account will be returned
to the founders complying with their decision.
If within one year from the date the share capital/ initial patrimony account is created, the Bank does not receive
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a confirmation of the legal status acquiring, as well as if the Bank does not receive a satisfactory order from the
competent body of the legal person regarding the destination of the amounts in the share capital/ initial
patrimony account within 30 calendar days from the date of reception of the legal status confirmation, the Bank
may close that account with no justification, with a prior notice for 30 calendar days starting with the date of
transmission to any of the proxies authorized to manage the account (at the last address communicated to the
Bank) of the related written notification. If during the prior notice period given by the Bank in what regards
account closing, the Bank does not receive any instructions from them regarding the modality of dealing with
the balance of that account, it will transfer those amounts in a collecting account, under its accounting for the
period of time established by law, those amounts not bearing interest.
If the Bank closes the share capital/ initial patrimony account due to its not receiving the legal status confirmation
within 1 year, the closing of the share capital/ initial patrimony account will be communicated by the Bank also
to the institution competent to order the acquiring of the legal status and the entry of the legal persons in the
Registries required by the law. The communication costs will be borne by the founders who have opened the
share capital/ initial patrimony account, deducting from the funds transfer from the share capital/ initial patrimony
account to be closed.
The Bank will inform in writing any of the persons authorized on the account, the legal persons or founders (at
the last address transmitted to the Bank) the closing date of the share capital/ initial patrimony account, as well
as if the case, the way its balance was dealt with.
The documents delivered by the Client for share capital/ initial patrimony account opening, the update of the
information requested by the Bank or any other documents requested by the Bank will not be returned to the
Client upon account closing.
Art. 6. Deposit Account
Complying with the authorization issued by the National Bank of Romania and with its own Articles of
Association, the Bank may open deposit accounts with the purpose of funds depositing for certain periods of
time, funds coming from the Client’s current account or from other accounts opened on the Client’s name.
The Bank is member of the „Fondului de Garantare a Depozitelor în Sistemul Bancar”/ Banking System Deposits
Securing Fund.
In line with its own business policy, the Bank reserves its right to establish minimum and / or maximum limits for
the amounts and/or periods of the maturity deposits.
Term deposits will be opened based on specific written covenants between the Bank and the Client, covenants
containing without being limitative to: the currency, the amount, the interest rate and the deposit’s period.
Throughout the maturity deposit period, the Client waives his rights of managing the deposit funds, if the
parties have not agreed otherwise.
In the case of automatic renewal of the term deposit, its related interest rate will be updated for each new
deposit period at the level of the interest rate used by the Bank at the time for that type of deposits (except for
the cases when specific agreements between the parties stipulate otherwise or if the Client establishes otherwise
in agreement with the Bank). If the automatic renewal of a term deposit has been agreed on, the Bank will do
so complying with the conditions initially established in the agreement with the Client concerning that deposit
or until the reception by the Client of a contrary request. The interest is due and is paid at the expiry of the
deposit’s period or at the deadline agreed upon by the parties. The remaining interest after the deduction of
legal taxes and duties will be transfered by the Bank in the Client’s current account. For the deposits whose
maturity date of which falls on a non-working/ non-banking day, the due date will be considered the first bank
working day after that.
The deposit is closed upon the expiry of the deposit period or prior, by dissolution of the deposit created, based
on a Client’s written request.
If the Client asks the Bank to annul a term deposit before its maturity, the Bank will transfer in the current
account the deposit amount to which the related interest will be added for the deposit period, using the sight
deposits interest rate applicable by the Bank at that time (as the case may be, the amount transfered by the Bank
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will be previously regulated with the amounts related to the previous interest payments made by the Bank for
that deposit).
Art. 7. Deposits security
Clients deposits are secured by the Banking System Deposits Security Fund/ Fondul de Garantare a Depozitelor
in Sistemul Bancar, up to the limit allowed by the law, in line with the legal stipulations.
The Deposits of Clients in special relationship with the Bank are subject to applicable legal regulations.
The Bank will inform the Client by displaying the list of non-secured deposits, deposits securing information,
depositors’ obligations, the security ceilings as well as information on the compensations computation, payment
and collection.
In what regards legal persons clients, in order for them to enjoy deposits securing within the limits provided by
the Banking Deposits Securing Fund, they will deliver to the Bank upon account opening, a statement on their
belonging to the secured/not secured depositors category. For the same purpose, the legal persons Clients
included in the SMEs category, according to the law, will deliver to the Bank upon account opening, the
statement revealing that the company belongs to the SMEs category.
The legal persons clients have the obligation to notify the Bank within 30 days of any change occured leading
to changes in the inclusion in the secured/not secured deposits category. For this purpose, they will hand the
form properly filled in at the Bank’s desks.
Art. 8. Interests and fees
The Client will pay to the Bank all the amounts related to the performance of its banking operations, as well as
all the related costs types (e.g. taxes, duties, etc.).
The Bank reserves its right to change the interests, fees, taxes and/or expenditures depending on the market, its
commercial policy and/or the specific transactions conditions, complying with the legal and contract stipulations.
Relying on these general business conditions, the Client authorizes the Bank to debit his accounts automatically
and without notice with all the amounts required to cover the interests, fees, taxes and/or expenditures related
to performed operations.
For the operations performed within its business relationship with the Clients, the Bank charges the fees, taxes
and/or expenditures provided in the List of Standard Costs of the Bank.
The list is available for consultation also at the Bank’s locations and it only includes the fees, taxes and/or
expenditures related to the direct relationship between the Client and the Bank, not including the possible costs
generated by the Client’s relationship with third parties. These costs in the List of Standard Costs of the Bank
are related/accessory to the account held by the Client with the Bank and are borne by the Client depending on
the current account type the Client enjoys. The Client acknowledges the Bank’s right to change these costs.
In what regards individuals clients (consumers as defined by the consumer’s protection legislation), the Bank will
amend these costs, on condition of written notification at least two months before the changes come into force.
In such cases, if the Bank does not receive written notification from the Client, before the date established for
the application of the changes in which the Client states his disagreement of the costs changes, it will be
understood that the Client has silently accepted the new contract conditions. If the Client notifies the Bank in
writing, before the date established for changes enforcement, of his disagreeemnt of the suggested changes,
the Client may terminate his agreements with the Banck, on the contrary, the Bank will apply the new changes
or will be able to terminate its agreements with the Client by full right, immediately and without prior notice.
In what regards legal persons/ economic entities clients, the Bank is entitled to periodically revise these costs,
without their prior written notification, the clients having the possibility to take note of the costs charged by the
Bank by consulting the List available at the bank’s locations.
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The Bank is entitled to request (on the Client’s expense) information, documents, materials and any other
records concerning the Client, required for the good performance of the operations or for the verification of the
information delivered by the Client, his management or the collaterals brought by the Client, etc. the Bank is
authorized to debit the Client’s accounts automatically and without prior notice with all the aforementioned
expenditures.
If the Bank calls on the services of third parties on the Client’s expense, the Bank will inform the Client of all the
documents justifying that cost, with the Client’s obligation to cover it.
The Client will also bear all „out of pocket” fees and other related costs of the Bank, generated by their business
relationship, including without limiting to: notary costs, insurance costs, translation costs, mailing and
telecommunication costs, depending on the tarriffs charged by the economic operators at their choice, except
for the case where it is stipulated otherwise. The Client authorizes the Bank to debit its account with all these
costs and expenses.
The Client’s payment of any amount due to the Bank will be net of any current or future tax, duty, P.A.Y.E.
deduction of any type.
The Bank will pay to the Client related interest for the amounts in his account/s, according to the valid interest
rates. The valid interest rates will be available at the operation place and by courtesy of the authorized staff of
the Bank. The Bank may change (without previously informing the Client) the level of these interest rates at any
time depending on the market fluctuations, on its commercial policy and/or on the specific transactions
conditions.
The accumulated interest related to the Client’s account/s is subject to PAYE, except for the case the stipulates
otherwise. The Bank will calculate and deduce those amounts complying with the legal stipulations on the taxes
and duties in force, as well as with the applicable international stipulations, as the case may be. For this purpose,
the Client has the obligation to hand to the Bank the confirmation of his fiscal address.
If the Client exceeds his liquidities limit when performing operations by means of his accounts, thus entering
unauthorized overdraft, the Bank is entitled to charge interest (beginning with the unauthorized overdraft date,
until its due date) and penalizing interest beginning with the due date, until the Client’s reimbursement of the
overdue unauthorized overdraft). The unauthorized overdraft interest and the penalizing interest are fix. The
interest ratio and the penalizing interest ratio for failure to pay by due date the amounts owed as a result of the
unauthorized overdraft are included in the List of Standard Costs of the Bank. The unauthorized overdraft due
date is considered the last calendar date of the month after the month the unauthorized overdraft was recorded.
The Client thus agrees that the amounts due from overdraft facility be considered as credit granted by the Bank,
and this document is writ of execution for these amounts. The failure to pay the amounts due to the Bank also
implies notification of Credits Bureau and/or Bank Risks Bureau, and/or other existing similar structures in line
with the legal stipulations.
Except for the situations when separate covenants provide otherwise, for the computation of interests and fees,
a 365 days year will be considered.
The inetersts applied are computed using the following formula:
i.Unauthorized overdraft interest = Unauthorized overdraft amount* unauthorized overdraft interest ratio
* unauthorized overdraft days /365
ii.penalizing interest = overdue amount* penalizing interest ratio*overdue days/360
The interest owed is calculated as follows (depending on the interest level):
i.
daily at the value of the unauthorized overdraft amount,
ii. daily at the overdue amounts value
and are collected directly, without any notification, based on accounting note, with the client’s approval.
The amounts collected in the current account will be used by the Bank for the amounts owed by the client and
will be covered in the following order:
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i.
In full - unauthorized overdraft interest (if applicable) ;
ii.
In full - unauthorized overdraft (if applicable) ;
iii.
In full - due taxes and fees (others than those related to transactions) owed to the bank;
iv.
In full - penalizing interest (if applicable);
v.
In full - overdue amounts (if the case).
The Bank is entitled to hold with priority, from the Client’s liquidities accounts (in lei and/or foreign currency),
the countervalue of fees, bank expenditures, interests, other costs and due installments, as established by
agreements between the parties.
Within the limits and complying with the legal stipulations, the Bank will have the right to hold any amounts
from current accounts, deposits or amounts to be collected in the Client’s accounts up to the amount of his due
unpaid debts, regardless of the currency of the debts and/or of the amounts held, complying with the exchange
rate practiced by the Bank beginning with the day that transaction is performed. If the currency of such an
account differs from the currency of the liabilities, the Bank may buy with the currency of that account, at the
exchange rate practiced by the Bank, an amount denominated in the currency of those liabilities, and may debit
that account with the purchase related cost. In what regards this clause, by exchange rate practiced by the Bank,
one understands the exchange rate at which the Bank can buy the currency in which the liability is denominated
using the currency of that account.
Art. 9. Security
Upon the Client’s request, the Bank may issue a letter of guarantee or another type of guarantee on the Client’s
name or in his account. The issue of such letter of guarantee or of another type fo guarantee (including the
assumption of commitments for and on behalf of the Client) remains at the Bank’s choice.
If it issues a security or another type of guarantee on the Client’s name or on his behalf, the Bank will make that
payment if the Client fails to comply with the secured liabilities and only upon written request from the
beneficiary of the collateral. In such cases, the Client will immediately reimburse to the Bank all the amounts
paid by it under security along with all the related costs or expenses borne by the Bank.
The Bank is entitled to request adequate collaterals to the Client at any time (including the conclusion of special
security covenants) if it deems it necessary in order to provide the fulfillment of all the current and future
payment liabilities of the Client with the Bank, even if these liabilities are limited in time, conditions or are not
due yet. The Bank is in charge with the issue of created collaterals, complying with the legislation in force.
All costs and expenditures related to the determination of the collateral value, collateral preservation and
integrity, as well as those related to account operation (if the case) and of collateral creation or issue will only be
borne by the Client, except for the cases when separate covenants provide otherwise.
The Client has the obligation to maintain, protect and insure any property and other rights collaterals in favor
of the Bank have been created.
The Client will not transfer or encumber towards third parties the collaterals created in favor of the Bank
without its written approval.
The Client will offer to the Bank all the documents required to ensure the validity, administration, use, issue and
revaluation of the collateral (e.g. photocopies of public registries, insurance policies, etc), bearing all related
expenses. If the Client does not meet these obligations, the Bank is entitled to obtain those documents on the
Client’s expense. If the Client fails to pay these amounts, the Bank may act against him declaring all due
amounts as overdue and exigible, initiating legal procedures for the recovery of those amounts.
The Bank is authorized, in case the Client fails to meet his secured obligations, to initiate enformenet procedures
on the collaterals in order to properly recover its claims towards the Client, and the Bank will decide on the
enforcemet complying with the legislation in force (in such cases the Bank is entitled to choose the collaterals
enforcement order). This right of the Bank cannot be revoked and is valid during the entire period of the
business relationship between the Bank and the Client and even after the termination of this relationship in the
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case of the Client’s failure to meet his obligations with the Bank, until the complete fulfillment of these
obligations.
Art. 10. Liability
The Client will be liable if his inadequate business conduct or behaviour caused damage (including reputation
damage) to the Bank.
The Client bears full responsibility in what regards the destination of all transfers/ payments/ operations
performed by the Bank on behalf, in the account and/or at his order, including in terms of the modality of use
of any credit taken from the Bank.
The Bank offers general information on the period, terms and conditions of the offered bank services. Except
for other written covenants on the provision of written information to the Client, the Bank takes no obligation
to provide information except for those stipulated in these General Business Conditions.
The Bank will not be liable for the losses occured as a result of its activity interruption due to force majeure or
an event beyond its control (e.g. strike or administrative actions of local or external public authorities) and
neither for the losses caused by the Client or the inadequate cooperation of the Client with the Bank, including
the failure to comply with these General Business Conditions.
Force majeure exonerates of liability the party invoking it within the stipulations of the law.
The Bank is not liable for the damage suffered by the Client as a result of the settlement forms and instruments
available, of inadequate instructions given by means of the settlement instruments, of the changes in resolutions
occurred after the documents are filed or to other interventions at the Client’s initiative.
The Bank is not liable for the losses or damage resulting from delays, interruptions, transmission errors,
confusions or any other errors occurred in the use of mailing services, phone services, telefax, telex or other
means of transmission, transport or telecommunications, as well as for the losses or damage resulting from
errors / interruptions of the technical means providing the performance of its services.
The Bank is not liable for the losses caused by the compliance with the legislation in force especially of the
legislation on criminal activities.
The Bank acts in line with the national and international laws and regulations on the commercial restrictions/
sanctions tow of products and technologies with civil and military application potential (“double-use goods”).
The Bank reserves its specific right to refuse/ return any of the Client’s collected amount/ payment, in case of
any suspicion of breach of national and international regulations on restrictions/ sanctions towards certain
countries, entities and persons, or if the Client performs a transaction with a counterparty that the Bank
considers as belonging to a “risky” country/ entity, or related to which there is suspicion of it being included on
the international lists containing persons subject to sanctions. Therefore, the Bank will not be liable towards any
other party for direct/indirect losses, material/ moral or consequential losses, damage or delays suffered by its
Client or third persons generated in any way by the failure to perform its Client’s payments/ incoming amounts
due to the compliance with the national and international regulations and laws in the field of restrictions/
sanctions towards certain countries, entities and persons.
The Bank does not take any responsibility regarding the form, accuracy, false nature or validity, veridicity,
complete and correct filling in of the documents handed to the Bank, except for the situations when such
responsibility is assumed by the Bank in writing by separate covenants.
The Bank does not take responsibility for the delays in the performance of the services caused by the Client’s
delivery of documents in another language than Romanian without certified translation, that the Client has to
have translated on his expense.
The Bank is not liable for:
-the Client’s non-compliance with these General Business Conditions in his business relationship with the
Bank;
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-delay in the Bank’s performance of the payments caused by the Client’s failure to provide liquidities in his
accounts open in the Bank’s records or as a result of orders or settlement documents given with delay or
with error;
-any error or negative consequences in the performance of operations as a result of misleading instructions
given by the Client;
-the total and the accuracy of the data made available to the Bank upon the request of credits, collaterals
or other commitments, in lei and/or foreign currency or whenever the case may be when these data are
the basis for facility granting analysis;
-
the failure to comply with any of the obligations assumed by third parties, etc.
In all cases, the Bank is not liable for the damage of any kind caused during the business relationship with the
Client, except for the cases when its severe fault has been properly proven.
Art. 11. Amendment of the General Business Conditions
The Bank reserves its right to change the content of these General Business Conditions.
The Bank will inform the Client of any change in the General Business Conditions.
The Client may not invoke to the Bank his unawareness of the General Business Conditions or of the legislation
and regulations in force in the field of credits, settlements and other services performed by the Bank.
The Client hereby states his acceptance of the stipulations of these General Business Conditions, and signs for
confirmation below.
Client’s signature:
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