New General Terms & Conditions 2021

 

Article 3: Amendment to the Agreement

The terms and conditions applicable to the opening, operation and maintenance of the account have been determined in accordance with Monaco regulations, the Bank’s practices, and the business standards on the date they were signed.

Any amendment to the Agreement, including the Fee Schedule, will be communicated in hard copy or any other durable medium. The Customer will be informed one (1) month prior to the effective date, including by a notification on the account statements or the communication of a specific insert.

In the absence of rejection by the Customer prior to the effective date, said amendments shall be deemed accepted by the Customer. Should the Customer reject the amendments proposed by the Bank, the Customer may terminate the Agreement without fees prior to said date. Any statutory or regulatory measure that changes some or all of the Agreement and the fees applicable to the products and services of said Agreement shall enter into effect as soon as it comes into force.

Article 7: Trade secrecy

The relationship between the Bank and the Customer is governed by trade secrecy in accordance with the provisions of Article L.511-33 of the “Code Monétaire et Financier” (French Monetary and Financial Code) and with the sanctions regime provided for in Article 308 of the Monaco Criminal Code.

The Customer may release the Bank of its obligation of trade secrecy on a case by case basis, at his request or on the basis of a legal or regulatory provision regarding him.

For this reason, the Customer expressly accepts, for the whole duration of the banking relationship, that his personal details may be forwarded to:

• Service providers and sub-contractors who perform certain tasks for the purposes of Article 12 below within or outside of the Principality on the Bank’s behalf;

• Companies within the BNP Paribas Group:

  • in the event that resources, controls and supervision of the Bank’s activities are pooled;

  • in order to prevent, detect and combat fraud;

  • in order to have a global, up-to-date and consistent view of the Bank’s Customers, including information pertaining to their tax status;

  • with a view to proposing products and services offered by said companies in order for the Customer to benefit from them;

  • in order to enable the Bank to comply with its legal and regulatory obligations such as combating money laundering and the financing of terrorism, respecting international sanctions, embargoes and the Know Your Customer processes, as well as the management of credit and operation risk

• Companies within the BNP Paribas Group with which the Customer declares he has a contractual relationship in order to update the information and data collected by said companies [dans le document existant ce n’est pas “le Client” mais “la Banque” – à confirmer]

• Financial, fiscal, administrative, criminal or legal authorities, local or foreign, arbitrators or mediators, law enforcement authorities, rating agencies, supervisory authorities, government or public bodies in order to:

  • meet legal and regulatory obligations imposed on the Bank and more generally the BNP Paribas Group, such as disclosure obligations within the framework of combating tax evasion, money laundering and the financing of terrorism;

  • answer their requests within the framework of their supervisory, investigative or other missions;

  • defend a case, legal action or procedure, or respond to it;

• Banking and commercial partners, independent agents, intermediaries or brokers, financial institutions, counterparties, central repositories, acquiring retailers, banks, correspondent banks, depositories, share issuers, paying agents, trading exchanges, insurance companies, payment systems operators, payment card issuers or intermediaries, exchange platforms within the framework of:

  • the implementation and management of a product or service subscribed to by the Customer, for the sole purposes of execution of their contractual obligations towards the Bank or the Customer; or

  • the execution of financial transactions and payment operations requested by the Customer.

• Certain regulated professions such as lawyers, notaries or auditors, when specific circumstances impose it (dispute, audit, etc) 

Article 9: The Customer’s liability

The Customer acknowledges that he is solely responsible, if required with the assistance of professionally qualified third parties chosen by him, for the analysis, consequences and respect of the legal, fiscal and regulatory obligations which may apply to him in all the relevant jurisdictions, including those who require him to declare the assets, income and transactions in his account(s) and/or safe-deposit boxes and his business relationship with the Bank.

Within the context of the OECD initiatives aiming to combat tax evasion, the Customer’s attention is drawn to his potential obligations regarding cross-border provisions applicable to potentially aggressive tax planning, in particular those resulting from European law, including UE Directive 2018/822. The Customer confirms that he respects the potentially applicable regulation and, if applicable, submits the required declarations or ensures that they are submitted by the authorised party.

The Customer confirms that he has not received and cannot receive legal, fiscal or regulatory advice from the Bank. Any financial consequences of legal, fiscal and regulatory obligations shall be at his own expense. In addition, the Customer undertakes to indemnify and exonerate the Bank of any responsibility or damage, costs and fees incurred by any action resulting from the Customer’s failure to comply with obligations which may apply to him.

If the Customer is a domiciliary company whose account is not used for commercial purposes, the Bank asks the Customer to supply all of the required information (to the best of his knowledge and capabilities), at least once per year, to the applicable fiscal parties in order to enable them to comply with all their fiscal obligations and any other declaration obligations relating to the business relationship between the Customer and the Bank.

The Bank undertakes to supply the Customer, at his request, with a yearly income and wealth confirmation, it being the Customer’s responsibility to ensure his compliance with the tax provisions of the country(ies) in which he is liable. 

The Customer confirms that his personal information, including his residence(s) and nationality (including that of the beneficial owner(s) if different)), communicated to the Bank is true. The Customer undertakes to immediately inform the Bank of any change and to supply the Bank, upon request, with any additional information it may demand. 

Article 10: Pricing terms and conditions

The fee schedule applicable to banking transactions is available in the Bank’s premises. Any amendment to the applicable fee schedule follows the provisions of Article 3 above “Amendment to the Agreement”.

Aside from the fees and costs expressly mentioned in the Agreement, the Customer shall be required to cover the costs which do not depend on the Bank, relating to specific formalities incurred by the opening, operation or closing of the account and potentially applicable when the Customer is domiciled outside of France and/or is subject to a system governed by a foreign legislation.

The Bank may also receive from a third party or pay to the latter any amount due in relation to fees, commissions or remuneration within the framework of the execution of the present and/or transactions effected by the Customer. The Customer authorises the Bank to debit his accounts with all fees and commissions due in accordance with the Bank’s Fee Schedule or specifically accepted by him within the framework of the execution of the present or all fees necessary to the due execution of any transaction requested by the Customer. 

Article 11: Closing the account(s)

11-1 Decision to close

1. At the Customer’s initiative – Without notice

   The Customer may send a request, without fees and at any time, to close his account(s), in writing to the Bank. In the case of collective accounts (joint or undivided), all co-holders are required to submit their request in writing in order to close the account(s).

   The account(s) of a non-emancipated minor is(are) closed at the request of the minor’s legal representative(s) in accordance with the legal system which applies to him. The account(s) of an adult under judicial protection, lasting power of attorney, guardianship or any specific protective measure, may be closed in accordance with the relevant provisions of the applicable legal system.

At the Bank’s initiative – With notice

The Bank may, at any time, close the account(s) by supplying the Customer with a notification in hard copy (sent to the address shown on the account statements) or electronically, or by any other similar method in the case of a foreign address. Excepting a severely reprehensible behaviour or the death of the Customer, the Bank grants the Customer a notice period of one (1) month as of the date of the notification, whether the account balance is negative of positive, in order to allow the Customer to take all necessary measures. 

11-2 Consequence of the closing

Within the said notice period of one (1) month, the Customer must supply the Bank with the name of the institution to which his assets must be transferred to an account opened in his name, in a bank located in the Customer’s country of residence, as well as said account’s number by submitting an IBAN.

The credit balance of the account is returned to the Customer, less pending transactions and all interest, commissions and fees which may be due to the Bank.

In the case of a collective account (joint or undivided), its co-holders (or undivided co-holders) shall supply the Bank with the breakdown of the credit balance.

The closing of the cash account will incur, unless otherwise specified, the closing of the securities account.

The Bank may, among others, debit from the account the securities, whether or not matured, in its possession on the closing day and bearing in any way the Customer’s signature, while holding the ownership of the securities and debts and the benefit of all the guarantees. In addition, the amount of the pledges by signature subscribed to by the Bank at the Customer’s request may be, should the Bank deem it necessary, debited from the account as a guarantee, and held by the Bank to ensure payment of all the amounts it may be required to pay at a later day for the execution of said guarantees.

If the balance is insufficient or non-existent, the Customer shall deposit the necessary funds in order to cover any of the Bank’s guarantees, even potential ones. The final balance shall not be determined until open transactions and exposures are liquidated. In the event of a debit balance in favour of the Bank, said balance shall become immediately due, without prior formal notice, and shall be until full repayment legally subject to interest at the rate set in the Fee Schedule, said interest being capitalised if due for a full year.

The same shall apply for all transactions that are not reversed by the Bank. Any payment will be allocated first to the interest, charges and ancillary amounts which may be due since the closing of the account.

Once the account has been closed, the Customer must return all of the payment means given by the Bank to him or his agents. The Bank shall denounce all of the direct debits in place.

Once the Agreement has been terminated, all assets not claimed shall be held by the Bank and will be subject to the relevant custody fees until they are returned to the Customer.

In the event that the account(s) is(are) inactive for a period of six (6) months and holds(hold) a zero (0) balance, the account(s) shall be automatically closed by the Bank, without notice.

Section III-Securities accounts

The opening of a securities account is conditioned by the prior definition by the Customer of his investment profile and of his risk profile. Said profiles, which enable the definition of the transactions the Customer may effect, are updated on a regular basis during the whole duration of the relationship with the Bank.

Prior to the execution of a transaction or the supplying of an investment service, the Bank may carry out controls on the appropriate and adequate nature of the investment and risk profiles of the Customer with regard to said transactions. The Customer is aware that the Bank may in certain cases refuse to execute a transaction or supply a service if said transactions may negatively affect the commercial relationship or the reputation of the BNP Paribas Group.

Specific conditions and some restrictions may apply for the execution of securities transactions depending on their asset classes or the concerned markets, of which the Customer will be informed when he requests the transaction. 

Article 19: Transmission of information to third parties

19.2 In accordance with regulations applied in certain countries, it is necessary, in some cases, to communicate to certain market actors (for example, securities issuer, investment fund administrator, stock market, central repository, broker, the Bank’s correspondents, supervisory authorities or any other financial intermediary) certain items of personal information (for example, identity, address, nationality, date of birth, profession, or contact details) relating to the Customer and including the ultimate beneficial owner of any financial instrument or deposit held on the account.

The transmission of all or part of the personal information by the Bank, in the manner and timeline defined by the current regulations/laws of the concerned jurisdictions, is a prerequisite to the execution of the transaction and failure to transmit said information may incur sanctions (for example, loss or blocking of the entitlement to dividends, blocking of the securities).

The Customer allows the Bank to transmit his personal information as well as, if different, the personal information of the beneficial owner(s) of the assets concerned, as well as the details of the transaction to any third party located in Monaco or abroad which may be legally justified in requesting the communication within the framework of a transaction.

The Customer duly notes that any data or information supplied in this case shall no longer be covered by the trade secrecy rules and releases the Bank of any responsibility on this count.

The Bank shall endeavour to inform the Customer of any request made in such a context, if it is authorised to do so, but shall not be required to request the Customer’s prior approval before communicating the requested information.

This authorisation is irrevocable and shall remain in force after the closing of the account. 

Article 23: Financial Instruments Transactions

The Bank implements a procedure for the chronological recording of orders, operational upon receipt of the order, either from the Customer or from the person authorised to place it. Said procedure enables the recording, aside from the date and nature of the order, the date of its transmission for execution. Transactions on financial instruments shall be processed on the basis of written instructions (hard copy, fax or email) or verbal instructions by phone, specifying that the Bank if authorised to refuse, without being obliged to do so, any order which is not confirmed in writing by the Customer or any agent duly authorised by the Customer.

The sale or purchase of financial instruments effected through the Bank by the Customer or his agent generate the mailing of a transaction advice. The Customer has five (5) days after receipt of the transaction advice to contest the accounted transaction. Failing receipt of such a contestation, the transaction advice shall be deemed to be approved indefinitely. 

Article 25: Pledging of financial instruments

25.2 In accordance with Article 61.1, 3° of the Commercial Code, the Bank is authorised to demand the immediate repayment of any facility and to exercise its rights under this pledge agreement, if the value of the pledged assets, in the absence of a specific agreement made separately, falls below the amount of the pledgor’s commitments towards the Bank, in principal and interest.

The value of the pledged assets is determined by the Bank pursuant to a calculation process based on its own evaluation of market, geopolitical and regulatory conditions (such as but not exclusively international sanctions and equity ratio requirements), the consideration of other factors which may have an impact on the value and/or liquidity of the asset; more particularly such value is estimated based on the Bank’s credit and risk policies. In view of this, the Bank may rely on, by applying a pledge value to the assets, external indicators without being obliged to do so. The pledge value of the assets may therefore be reduced in compliance with the Bank’s international evaluation, independently of the indicators. As part of its policy, the Bank may also decide not to apply a pledge value to certain assets.

The value of the pledged assets is calculated in the Euro equivalent of the currency in which the pledged financial instruments were issued. Exchange rates are determined on the basis of the interbank rates offered between banks on the foreign exchange market at 11 am Paris time; if no rate is available on the assessment date, the assessment shall be made on the basis of the last published rate.

In the event that the Pledgor fails to continually maintain the value of the pledged assets at an amount strictly higher than all of his commitments to the Bank, in principal and incidentals, the Bank is expressly authorised to demand immediate repayment of said pledges and to proceed with the realisation of the pledge concerned by this agreement. 

Article 26: Obligation to remain vigilant and to provide information

The Customer guarantees to the Bank that:

Neither him, nor any of his subsidiaries, administrators or directors, nor, to the best of his knowledge, any of his affiliates, nor any of his agents or employees carried out an activity, committed any act or behaved in a manner susceptible of violating the laws and regulations pertaining to money laundering or corruption current in any competent jurisdiction;

Neither him, nor any of his subsidiaries, respective administrators or directors, nor, to the best of his knowledge, any of his affiliates, nor any of his agents or employees is an individual or entity (a « Person ») owned or controlled by a Person (i) subject to or the target of Sanctions (“ a Sanctioned Person”)  or (ii) is a Person located, incorporated or resident in a country or territory which is the object, or whose government is the object, of any Sanction generally forbidding relations with said government, country or territory (a “Sanctioned Country”);

The Customer will ensure that any transaction he requests the Bank to execute or conclude for his own account is in compliance with the sanctions programs aimed at in the present Article;

The Customer understands and accepts that the Bank shall not be required to execute potential instructions given from a Sanctioned Country and releases it from any responsibility on the topic;

The Customer particularly undertakes not to use, directly or indirectly, the proceeds of a payment or cashing and not to loan, invest or make otherwise available funds to any subsidiary, any partner in a joint venture or any other Person: (i) with the aim of financing activities or businesses of or with a Sanctioned Person, or in a Sanctioned Country; or (ii) in any other manner susceptible of leading to a Sanctions violation by a Person.

For the purposes of the above declarations, “Sanctions” means any economic or commercial sanctions or restricted measures adopted, governed, imposed or implemented by the Secrétariat d’Etat à l’Economie (SECO), the Office of Foreign Assets Control (OFAC) of the American treasury (US Department of State), the United Nations Security Council, the European Union and/or any other competent authority in terms of sanctions.