Terms and Conditions for Request for Transfer and/or ... - Ing

Terms and Conditions for Request for Transfer
and/or Electronic Statements
ING
1. Definitions
1.1.
In the Agreement and the Schedules to it (including
these Terms and Conditions), capitalised terms shall
have the meaning as set out in the section below headed
“Definition list”.
1.2
The Schedules to the Agreement (as may be amended
from time to time) form an integral part of the
Agreement.
2. Subject of the Agreement
2.1.
The Instructing Party shall be entitled to authorise the
Forwarding Bank and the Executing Bank to,
respectively, forward and execute Electronic Payment
Instructions and/or send Electronic Statements with
respect to the Account(s) as specified in Schedule 1 of
the Agreement provided that:
a. the Instructing Party has furnished the Forwarding
Bank with a Power of Attorney from each Customer
whose Account(s) is/are to be debited by the
Executing Bank (Schedule 2) completed with a
declaration from the Executing Bank, with respect to
the validity of the signatures; and
b. if applicable, an agreement to the effect as
described in Schedule 1 has been concluded
between each Account Holder and its
Correspondent Bank, wherein, amongst other things,
the Account Holder authorises the Correspondent
Bank to execute Electronic Payment Instructions
initiated by the Instructing Party and remitted by the
Forwarding Bank to the Correspondent Bank; and
c. an agreement to execute requests for transfer has
been concluded between each Forwarding Bank and
each Executing Bank in their bilateral or multilateral
relationship.
2.2.
Each Bank has been designated as Forwarding Bank or
Executing Bank or both as specified in Schedule 1 of the
Agreement.
2.3.
Each Customer has been designated as Instructing
Party or Account Holder or both as specified in
Schedule 1 of the Agreement.
2.4.
The Bank shall remain extraneous to the relationship
between the Instructing Party and the Account Holder as
well as the rights and obligations of any nature
stemming from their use of the Electronic Payment
Instructions and/or Electronic Statements.
2.5.
The Customer agrees that each Bank involved in the
Agreement, is released from its bank secrecy
obligations, insofar that it is necessary to carry out the
Agreement.
The Customer acknowledges that particulars of its
banking relationship with the Executing Bank may be
disclosed to the Forwarding Bank for the purposes of the
Agreement.
3. Obligations
3.1.
The Forwarding Bank shall be responsible for ensuring
that the message contained in the Electronic Payment
Instruction is in conformity with the Instructing Party’s
instructions. Revocation of an Electronic Payment
Instruction will not be possible once the Forwarding
Bank has remitted the Electronic Payment Instructions to
the Executing Bank. Revocation of Electronic Payment
Instructions is only possible directly to the Executing
Bank and subject to the terms and conditions of the
Account. The Forwarding Bank will be deemed to have
correctly carried out its obligations when it remits the
Electronic Payment Instruction to the Executing Bank (in
accordance with the Instructing Party’s instructions), in
which case the Account Holder is considered to have
given consent to the Electronic Payment Instruction as
contained in the instructions remitted by the Forwarding
Bank.
3.2.
The Executing Bank will have carried out its obligations
in respect of an Electronic Payment Instruction when the
Executing Bank in each and every case has acted in
conformity with the instructions given in the electronic
message remitted by the Forwarding Bank. The point in
time of receipt of the Electronic Payment Instruction will
be considered the point in time of receipt of the
Electronic Payment Instruction from the Forwarding
Bank.
3.3.
The Executing Bank has the right among other things to
refuse the Execution of Electronic Payment Instructions
in the following cases:
a. the Customer has not provided the Executing Bank
with the information or documents required to
execute the Electronic Payment Instruction;
b. Revocation or expiry of a Power of Attorney,
c. fraud, insufficient funds;
d. if the Executing Bank considers that such transfer
request may contravene any legal obligations of the

Executing Bank, including but, not limited to, money
laundering regulations;
e. seizure or encumbrance, charge, pledge,
hypothecation, lien, right of set-off, retention or any
other security interest exists on the related Account.
If legally permissible, the Executing Bank will inform the
Account Holder of the refusal and if appropriate of the
reason thereof.
3.4.
The Executing Bank shall execute all Electronic Payment
Instructions in accordance with the local law and
regulations of the applicable jurisdiction were the
Executing Bank is established. The Execution of
payments shall be subject to the general conditions and
regulations of the Executing Bank, and shall be
governed by the law of the jurisdiction as referred to in
the foregoing sentence. Notwithstanding any provision
in the general conditions and regulations of the
Executing Bank, the Instructing Party agrees to this
English version of the Agreement.
4. Responsibilities/Liabilities
4.1.
The Bank shall use its best efforts to ensure the proper
functioning of the Service described in clause 2 and 3 of
the Agreement.
4.2.
The Bank shall not be liable for any losses, damages,
costs or expenses, whether direct, indirect, incidental or
consequential, which any person, including the
Customer and/or third parties, may suffer, save for those
caused by wilful misconduct, gross negligence or
negligence where essential obligations are breached by
the Bank, as a consequence of:
a. Use of the Service by the Customer;
b. Any failure of the Bank to perform its obligations
under the Agreement resulting from circumstances
which cannot be considered to be within the Bank’s
control, such as, but not limited to, action or inaction
of any governmental, national, international or local
authority, force majeure, war, boycotts, blockades,
strikes or civil disturbances;
c. Any disruption or failure in any communications
facilities or interference or any equipment failure,
regardless of whether these facilities or equipment
are managed by the Bank or by a third party.
4.3.
In the event that payments are not made in due time by
reason of delays or failure of the Service as referred to
in clause 4.2 , the Bank shall only be liable towards the
Instructing Party or the Account Holder for the statutory
interest unless otherwise agreed between the Bank and
the Customer.
4.4.
In the event an Instructing Party requests the
Forwarding Bank to forward Electronic Payment
Instructions to a Correspondent Bank for Execution, the
Forwarding Bank shall bear no responsibility for the
Execution of those instructions by such Correspondent
Bank or liability for the actions of such Correspondent
Bank following receipt by it of these instructions.
4.5.
Notwithstanding the provisions of article 4.2 and/or 4.3,
no liability of the Bank shall exist in the event that the
above losses and damages result from a breach by the
Customer of any term of the Agreement or are in any
way imputable or attributable to the Customer.
4.6.
The Customer is responsible for its compliance with
laws, regulations and treaties, national or international, in
connection with the Execution of (cross border)
Electronic Payment Instructions and/or transfer of
Electronic Statements as a consequence of using the
Service.
5. Alteration
5.1.
Each Bank is authorised to change its Service, the
pricing and/or the Agreement and Schedule 1 at any
time. The changes will be notified to the Customer in
writing and will be binding upon that Bank and the
Customer as of the fourteenth day after the date of the
notification.
5.2.
Each change in Schedule 1 will be notified by the
Forwarding Bank to the Instructing Party.
6. Term of the Agreement
6.1.
The Agreement is concluded for an indefinite period of
time. The Agreement shall come into force as from the
date on which, in the opinion of the Forwarding Bank, all
necessary documents in relation to the Agreement and
in relation to the Service have been signed by all
relevant parties and received by the Forwarding Bank.
6.2.
The Agreement is terminated with respect to a specific
Account Holder at the moment this Account Holder has
revoked the Power of Attorney as described in
paragraph 2.1 (a) of the Agreement. In such case, the
Agreement remains valid with respect to the other
parties to the Agreement.
6.3.
In case the relationship between the Bank and a
Customer has been ended for any reason whatsoever,
the Agreement is terminated with respect to this
Customer at the same time. In such case, the Agreement
remains valid with respect to the other parties to the
Agreement, except when there is no Instructing Party to
the Agreement left, in which case the Agreement is
terminated as a whole, at the moment the relationship
Terms and Conditions for Request for Transfer and/or Electronic Statements November 2009 2

etween the Forwarding Bank and the Instructing Party
ends.
6.4.
Both the Forwarding Bank and an Instructing Party may
terminate the Agreement upon a 14 days written notice
to the other party and to the other Customers, provided
however that the Forwarding Bank shall be entitled to
terminate the Agreement with immediate effect, with
respect to a specific Customer or as a whole, if any of
the terms and conditions contained herein and in the
Schedule(s) hereto is breached by any such Customer,
or if any Customer voluntarily or involuntarily enters into
bankruptcy, receivership or similar proceedings. In
case there is no Executing Bank to the Agreement left,
the Agreement is terminated as a whole.
7. Governing Law and Jurisdiction
The Agreement is subject to the General Conditions of
the Forwarding Bank and shall be governed by the law
in the place of establishment of the Forwarding Bank.
Definition list
Account
Shall mean a current Account held by an Account
Holder with an ING entity or a Correspondent Bank;
Account Holder
Shall mean a legal entity or a natural person holding an
Account with an ING entity or with a Correspondent
Bank, whose Account is to be debited as a result of the
Execution of an Electronic Payment Instruction sent
through a Forwarding Bank;
Agreement
Shall mean the Request for Transfer and/or Electronic
Statements Agreement;
Bank
Shall mean the ING entities specified in the Request for
Transfer and/or Electronic Statements Agreement;
Electronic Statement
Shall mean a statement with respect to the Account sent
by the Executing Bank, which statement shows all debit
and credit transactions with respect to, and the balance
of, the Account;
Executing Bank
Shall mean the bank receiving an Electronic Payment
Instruction from the Forwarding Bank instructing to debit
an Account specified by the Instructing Party and taking
care of the Execution of such Electronic Payment
Instruction. The bank can be an ING entity or a
Correspondent Bank;
Execution
Shall mean the debiting of an Account of the Account
Holder as a consequence of an Electronic Payment
Instruction received by the Executing Bank, as well as
the forwarding of a credit transfer directly or indirectly
to the beneficiary's bank;
Forwarding Bank
Shall mean the bank receiving an Electronic Payment
Instruction from the Instructing Party and forwarding this
instruction to the Executing Bank. The Forwarding Bank
is an ING entity;
Instructing Party
Shall mean a legal entity or a natural person having a
banking relationship with the Forwarding Bank and
authorised by the Account Holder to initiate an
Electronic Payment Instruction through the Forwarding
Bank. The Instructing Party and the Account Holder may
be the same legal entity;
Service
Shall mean the Service provided by an ING entity to an
Instructing Party, through which the Instructing Party will
be able to give Electronic Payment Instructions and
receive Electronic Statements with respect to (an)
Account(s). This Service in itself shall not be considered
as a payment service.
Correspondent Bank
Shall mean a third bank with which an ING entity has
concluded an agreement on the transfer of Electronic
Payment Instructions;
Customer
Shall mean the customer entities specified in the
Request for Transfer and/or Electronic Statements
Agreement;
Electronic Payment Instruction
Shall mean an electronic payment instruction, that meets
the criteria for a payment instruction according to the
applicable general terms and conditions of the Account,
to debit one of the Accounts, initiated by the Instructing
Party which is sent via the Forwarding Bank for onward
transmission to the Executing Bank with the intent of the
instruction being executed by the Executing Bank;
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