PAA E-Banking Terms and Conditions
TERMS AND CONDITIONS Made and entered into by and between PAA CAPITAL GEORGIA LLC, (“PAA CAPITAL”) Identification Number: 404569588 of Georgia, City Kutaisi, Avtomshenebeli str., N 88, (Hualing Kutaisi Free Industrial Zone) (Domicilium Citandi et Executandi) 1. Terms and conditions of agreement The terms and conditions set out herein, constitute the agreement between the parties hereto ("the Agreement") relating to PAA CAPITAL's internet banking services facility ("Internet Banking"). 2. Provision of Internet Banking 2.1 Subject to the provisions of this Agreement, PAA CAPITAL shall make available to the Customer those of PAA CAPITAL's internet banking facilities and services (“the Services”) as are from time to time available through Internet Banking and are subscribed for by the Customer, provided such subscription has been accepted in writing by PAA CAPITAL. 2.2 The Customer acknowledges that the use of Internet Banking and the Services shall, in addition to the terms and conditions of this Agreement, be subject to such further terms and conditions as may from time to time be imposed by PAA CAPITAL and notified to the Customer. 2.3 PAA CAPITAL shall be entitled at any time to modify, replace or withdraw Internet Banking and/or the Services, or any of them. 3. Duration 3.1 This Agreement shall commence on and shall be of force with effect from the date of signature of same by PAA CAPITAL ("the Signature Date"), and shall continue until such time as it is terminated by either the Customer or PAA CAPITAL as follows: 3.1.1 the Customer shall be entitled to terminate this Agreement at any time by giving PAA CAPITAL one calendar month’s written notice of the Customer’s intention to do so; 3.1.2 PAA CAPITAL shall be entitled to terminate this Agreement at any time by written notice to the Customer, without being required to furnish any reason for such termination. 3.2 The termination of this Agreement shall not affect any liability of the Customer under this Agreement which arose prior to such termination. 4. Equipment and medium 4.1 The Customer shall provide, upgrade and maintain at its own costs, hardware, software and all consumable materials required for the use of Internet Banking and the Services aforementioned. PAA CAPITAL makes no representations as to the suitability of any of the Customer's hardware, software or consumable materials for the use of Internet Banking and the Services. 4.2 In order to obtain access to Internet Banking the Customer must register with an internet service provider and/or download the prescribed application from an application service provider as determined by PAA CAPITAL from time to time, before the Signature Date. Internet Banking may not be accessed from a service provider such as Internet Café or a similar service provider, as this may compromise the Internet Banking system and the Customer’s accounts. 4.3 The Customer will be solely responsible for the acquisition, installation, upgrades and maintenance of the connection to the internet and/or any application and any related costs or expenses will be borne by the Customer.
4.4 Should the internet- and/or application software and hardware requirements be modified with a view to improving or upgrading the internet and/or application and/or Internet Banking and/or the Services, the resultant cost of any hardware, software or internet connection will be for the Customer’s own account. 4.5 Should the Customer experience problems with the internet and/or the internet connection and/or the application connection, it is the Customer’s responsibility to resolve the problems with the internet service provider and/or the application service provider. 4.6 The Customer shall at its own costs, ensure that appropriate and effective anti-virus software is installed on the hardware of the Customer and that such anti-virus software is updated regularly. The Customer shall do regular virus checks and shall take all reasonable steps to ensure that the Customer’s hardware and software remain virus free. 5. Access Codes 5.1 For security, identification and verification purposes, a variety of access codes and/or devices will be used, such as your Login Identification ("Login ID"), Password, security question and answer and/or such other methods or mechanisms as determined by PAA CAPITAL from time to time, (collectively referred to as "access codes"). 5.2 The Customer is responsible for maintaining the confidentiality and secrecy of the access codes. Only the Customer and its authorized representatives may use the access codes. The Customer shall not disclose or allow unauthorized persons’ access to the access codes. 5.3 PAA CAPITAL’s records of the Customer’s transactions will be prima facie proof of any instruction given by the Customer, unless the Customer can prove the contrary. 5.4 The Customer must take all reasonable precautions to prevent unauthorized access to and/or use of Internet Banking and unauthorized access to the Customer’s account/s. 5.5 If any unauthorized person obtains the access codes in any manner whatsoever, such a person will be regarded as the Customer’s duly authorized agent with full authority to use Internet Banking and/or the Services and to execute transactions on the Customer’s behalf, unless the Customer is able to prove that the person has obtained the access codes due to PAA CAPITAL’s negligence or willful actions. 6. Presumption of authority 6.1 PAA CAPITAL shall not be obliged to enquire into, or to prove the authority of any person who has obtained access to, or who has initiated any transaction on any account of the Customer via Internet Banking. 6.2 The Customer warrants to PAA CAPITAL that any person who will obtain access to, or who will perform any function and/or initiate any transaction on any account of the Customer via Internet Banking has the authority, knowledge, ability and integrity to obtain such access, perform such function and/or initiate such transaction. 6.3 Any act performed, thing done, obligation undertaken or omission made by any person other than PAA CAPITAL, in connection with or arising from Internet Banking and/or the Services shall be deemed to have been performed, done, undertaken or made by the Customer. 6.4 The Customer may mandate a person/s (Super User/s) to access Internet Banking on behalf of the Customer.
6.5 If the Customer chooses to allow more than one user to operate Internet Banking, the Super User/s will be responsible for selecting the operating abilities of and the functionalities to be performed by each sub-user nominated by the Super User/s. In the event of the Customer electing to have dual authorization: 6.5.1 in respect of set up and user management all setup and user management selections created by a Super User will only be effected once authorized by another Super User 6.5.2 in respect of financial transactions, all financial transactions will only be effected according to setup and user management selections as created and authorized by the Super Users referred to in 6.6 The Customer acknowledges and accepts that all the accounts of the Customer will be accessible on Internet Banking and that control of access to the accounts by sub-users shall be the responsibility of and regulated by the Super User/s. 6.7 The Customer may revoke a Super User’s and/or sub-user’s access to Internet Banking at any time by giving PAA CAPITAL written notice (including by way of a secure message on Internet Banking and/or other electronic message acceptable to the Institution) of the revocation. 6.8 The Super User/s shall determine the default Password of sub-users which Password will have to be changed by the sub-user in order to access Internet Banking. 6.9 Individual Customers may not appoint a Super User. 7. Customer’s Obligations The Customer 7.1 shall be obliged to settle any payment obligations to PAA CAPITAL in accordance with the instructions issued to PAA CAPITAL through Internet Banking; 7.2 shall not in any way overdraw any account or exceed any limits allocated to the Customer’s account, unless prior arrangements have been made with PAA CAPITAL and then only in terms of such arrangements; 7.3 declares and warrants that all information provided in the application form, any information to be given in the future in terms hereof and information to be contained in each instruction processed electronically through Internet Banking and/or the Services are and will be correct in all respects; 7.4 records that it shall be obliged to inform PAA CAPITAL of any change in the information provided by the Customer and that it shall have no claims against PAA CAPITAL in the event of any information provided by the Customer to PAA CAPITAL being incorrect; 7.5 shall follow the security procedures notified to the Customer by PAA CAPITAL from time to time or such other procedures as may be applicable to Internet Banking and/or the Services from time to time; 7.6 acknowledges that any failure on the part of the Customer to follow the recommended security procedures may result in a breach of the Customer’s profile confidentiality and may lead to unauthorized transactions on accounts of the Customer;
7.7 shall in its sole discretion determine who has access to Internet Banking, the Customers’ accounts and the Customer shall ensure that Internet Banking and/or the Services are not used or the instructions are not issued or the relevant functions are not performed by anyone other than a person authorized to do so; 7.8 shall notify PAA CAPITAL immediately on the Customer becoming aware that an access code has been compromised, lost or may have been disclosed to or are available to an unauthorized person; 7.9 understands and accepts that business accounts or an account requiring multiple signatures may only be linked to the Customer’s profile on submission to PAA CAPITAL of a proper resolution to this effect in this regard the onus is on the Customer to ensure that the mandates given in respect of Internet Banking correspond with other mandates submitted by the Customer to PAA CAPITAL and PAA CAPITAL is herewith absolved from any liability should such mandates differ; 7.10 confirms and agrees that once PAA CAPITAL has received and implemented an instruction given by the Customer via Internet Banking, the Customer shall not be entitled to countermand or amend such instruction; 7.11 warrants that every instruction and all information given to PAA CAPITAL shall be accurate, correct and in accordance with PAA CAPITAL’s prescribed procedures; 7.12 shall ensure that the Customer logs-off from Internet Banking and the internet and/or the application once finished using Internet Banking and/or the Services. Failure to do so could result in unauthorized transactions for which PAA CAPITAL will not be held liable; 7.13 accepts the financial limits imposed on transfer of funds, which limits may be altered at any time as agreed between the Customer and PAA CAPITAL; 7.14 accepts the financial limits imposed on transfer of funds, which limits may be altered at any time as agreed between the Customer and PAA CAPITAL; 7.15 may elect whether the Customer or its nominee should be notified by facsimile, e-mail or via SMS in the event of transactions exceeding an amount stipulated by the Customer being processed however PAA CAPITAL shall not be liable in the event of the Customer not receiving such notifications or any delays in the delivery thereof; 7.16 may elect to have a proof of payment sent automatically to a beneficiary either by e-mail, SMS or facsimile; 7.17 must keep secret and confidential all information regarding Internet Banking, including but not limited to, information pertaining to log-in ID, set-up of profiles, super users, users and sub-users (including creation thereof), passwords (including temporary passwords), access to functions on and use of Internet Banking, designations as well as the authorization requirements on accounts (known as signature levels on Internet Banking), beneficiaries on Internet Banking (including creation and maintenance thereof), in its possession and/or provided to it by PAA CAPITAL in writing (including by way of letter, e-mail, SMS, facsimile or secure message), 7.18 telephonically or otherwise, and may not disclose it to anyone else except as specifically envisaged in this Agreement; must set up notifications on Internet Banking. 8. Other agreements 8.1 Nothing in this Agreement shall vary any aspect of the existing or any other banker/customer relationships, or agreements, or any other agreement or arrangement between PAA CAPITAL and the Customer.
9.4.1 PAA CAPITAL relies solely on the account number of the beneficiary supplied by the Customer, if a funds transfer is effected by way of Straight Through Processing or otherwise as mentioned in 9.4 above; 9.4.2 in the absence of special arrangements relating to authentication and verification of details of both the account name and number PAA CAPITAL will not take steps to cross check and/or verify that the account number and account name relate to each other, but relies solely on the account number as provided by the Customer; 9.4.3 in the event of the account number being incorrect, there is a risk that the transfer of funds may not be recoverable from the recipient; 9.4.4 in the event of the Customer not being prepared to take the risk of relying only on an account number to affect the transfer of funds, the Customer must make use of alternative means of transfer of funds/payment or make special arrangements in writing with PAA CAPITAL regarding validation of the beneficiary’s particulars; 9.4.5 the Customer shall have no right of recall of a payment instruction, once issued and PAA CAPITAL, or the bank of the beneficiary, may be unable, at any later stage to undo, recall, fix or demand repayment, on the Customer’s request after acting on an instruction received; 9.5 The Customer holds PAA CAPITAL harmless against all claims of whatsoever nature which PAA CAPITAL may incur and abandons any claim which the Customer may have against PAA CAPITAL as a result of funds being transferred to an incorrect recipient due to the Customer having provided the incorrect account number to PAA CAPITAL. 9.6 The Customer acknowledges and accepts that Internet Banking and/or the Services and/or the internet and/or an application and/or SMS may be unavailable from time to time for any reason, including: technical failure or problems with the communication or internet or the Internet Banking system itself or PAA CAPITAL’s communication system, underlying banking systems; technical failure or problems with a communication system that is owned or controlled by other persons; unavailability of telecommunication or electricity services; or other circumstances beyond PAA CAPITAL’s control. 9.7 Since all the accounts of the Customer may be available on Internet Banking the Customer shall ensure that access to Internet Banking and the Customer’s accounts are properly controlled. 10. Indemnity The Customer hereby releases PAA CAPITAL from all liability and indemnifies PAA CAPITAL against all direct or consequential losses, liabilities, actions, suits, proceedings, costs, claims, demands, damages, charges and expenses (including all legal and professional fees and disbursements) directly or indirectly incurred in consequence of, or in any way related to any: 10.1 accessing of and operating upon the banking or other accounts of the Customer via Internet Banking or the Services: 10.2 failure, delay, unauthorized use, incorrect procedure, data destruction or other risk, loss or damage envisaged in clause 9; 10.3 incorrect information supplied by PAA CAPITAL through Internet Banking to the Customer, howsoever caused; 10.4 errors arising from the omission or incorrect input by the Customer, or reference details and/or other data fields; 10.5 usage of the internet and/or Internet Banking and/or the Services, and/or
10.6 breach by the Customer of its obligations under this Agreement. 11. Warranties PAA CAPITAL does not warrant that Internet Banking and/or the Services will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality. PAA CAPITAL expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. 12. Fees and other charges 12.1 In consideration for access to Internet Banking and/or the Services, the Customer shall affect payment to PAA CAPITAL of PAA CAPITAL 's then prevailing fees, as notified by PAA CAPITAL to the Customer from time to time, and irrespective of whether Internet Banking and/or the Services are utilized by the Customer, or not. 12.2 In addition to the fees referred to in clause 12.1 PAA CAPITAL shall be entitled to debit the Customer's accounts with its usual, customary or standard transaction fees prevailing from time to time in respect of any transaction generated by the use of Internet Banking or the Services and additionally, with any other agreed rentals, fees or disbursements. 12.3 The Customer shall reimburse PAA CAPITAL with any amount paid by it in respect of any Government or Municipal duties, taxes or other charges levied on the Customer or PAA CAPITAL in connection with or arising out of this Agreement and for such purpose, PAA CAPITAL may debit the Customer's accounts with any amount so paid by PAA CAPITAL. 12.4 The profile of the Customer determines the fees payable by the Customer. If the Customer’s profile changes or BANK@bility and/or the accounts linked to it be used for purposes not corresponding with the profile of the Customer then PAA CAPITAL shall be entitled to apply a different fee structure and debit the Customer’s account with fees under such structure e.g. if the Customer is registered as an individual but uses BANK@bility and/or the accounts linked to it for business purposes the fee structure applicable to businesses shall apply. 13. Copyright and intellectual property 13.1 The parties record that PAA CAPITAL has been licensed to utilize all the software, all data supplied in respect of Internet Banking and the manuals and all other written or printed matter, all micrographical or other reproduction of the written word, all depictions and pictorial material and all audio-visual, machine-readable or other information material supplied by PAA CAPITAL to the Customer in connection with Internet Banking. The Customer shall not duplicate or reproduce any of the aforegoing in whole or in part in any form without the prior written consent of PAA CAPITAL which may, in PAA CAPITAL 's sole discretion, be withheld and nothing herein contained shall be interpreted or construed as vesting the Customer with any rights of whatsoever nature in and to the aforegoing, other than rights of utilization for the purposes contemplated in this Agreement. Notwithstanding the aforegoing, if PAA CAPITAL, in its reasonable discretion, determines that: 13.1.1 its proprietary rights in and to software, trademarks and intellectual property are being interfered or threatened in any manner whatsoever; or 13.1.2 unauthorized or illicit use of Internet Banking and/r the Services is being made by the Customer or any person in its employ, then PAA CAPITAL shall have the right to suspend the availability of Internet Banking and/or the Services to the Customer until such time as such interference, threat or use has ceased and/or been safeguarded against to PAA CAPITAL 's reasonable satisfaction 13.2 PAA CAPITAL retains all copyright and other intellectual property rights in all material, including trademarks, logos and other graphics and multimedia works published on or through PAA CAPITAL’s website. 13.3 The Customer is authorized to view and download one copy of this Agreement to a local hard drive or disk, print and make copies of such printouts, provided that:
13.3.1 the material is used for considering use of Internet Banking and for no other commercial purposes; 13.3.2 any reproduction of PAA CAPITAL 's proprietary material from its website or portion of it, must include PAA CAPITAL’s copyright notice in its entirety. 13.4 The logos and trademarks on PAA CAPITAL’s website are PAA CAPITAL’s registered and unregistered trademarks, or that of third parties. 13.5 Nothing in this Agreement or on PAA CAPITAL’s website should be construed as granting any license or right to use any trademark without PAA CAPITAL’s prior written consent and/or the prior written consent of third parties, as the case may be. The Customer may not, without PAA CAPITAL’s prior written consent, use PAA CAPITAL’s intellectual property or the intellectual property of third parties for any purposes whatsoever. 14. Confidentiality 14.1 Without derogating from the provisions of clause 10.2, the Customer shall use its best endeavors to keep confidential and adequately ensure the confidentiality of all material and other matter referred to in clause 13, all telephone numbers used, all passwords, access codes, security cards and user identifications and generally all information relating to Internet Banking and the Services. 14.2 The Customer shall advise PAA CAPITAL forthwith the Customer becomes aware that any such information has come into, or is suspected of being in the unauthorized possession of any person whomsoever, and shall confirm such advice by prompt written notice. 14.3 The Customer shall not disclose to any person the provisions of this Agreement. 15. Monitoring of communications The Customer expressly consents to PAA CAPITAL; 15.1 monitoring the Customer’s internet and e-mail traffic on PAA CAPITAL’s website and on any application. The Customer acknowledges that PAA CAPITAL monitors internet and e-mail traffic on its website and on any application primarily to ensure the integrity and security of PAA CAPITAL’s website and information technology systems; 15.2 investigating any unauthorized use of PAA CAPITAL’s website, any application and information technology systems; and 15.3 investigating any loss suffered by the Customer which is alleged to have occurred as a result of fraud via Internet Banking. Such investigation may include a forensic audit of the Customer’s hardware and software and/or internet or application connectivity. The Customer therefore, without any limitation, authorizes PAA CAPITAL to conduct a forensic audit on its hardware, software and/or internet or application connection, which audit will be confined to the purposes of this Agreement. 16. General Notwithstanding anything to the contrary contained, or implied in this Agreement: 16.1 the provisions of this Agreement and the Services shall at all times be subject to PAA CAPITAL 's standard credit criteria in force from time to time, which criteria shall at all times take precedence over such provisions;
16.2 all debit transactions generated via Internet Banking will be “fated” against the available balance in the relative account(s) and will only be processed by PAA CAPITAL if the available balance(s) in the account(s) is/are sufficient to accommodate the debit entry(ies) generated; 16.3 the Customer shall arrange for the termination of any agreements that may be in force with PAA CAPITAL to share facility limits amongst a group(s) of accounts belonging to the Customer and to conclude alternate arrangements with PAA CAPITAL for individual limits to be allocated to each of the accounts concerned. 17. Notice and domicilium 17.1 The Customer agrees and accepts that: 17.1.1 A notice published by PAA CAPITAL on its website or Internet Banking or via e-mail or mobile phone or tablet or application telefacsimile or post will be sufficient notice; 17.1.2 PAA CAPITAL may in its sole discretion send statements via e-mail or mobile phone or tablet or application or post 17.2 The Customer chooses domicilium citandi et executandi ("domicilium"), for the purposes of the giving of any notice by post, the serving of any process and for any purposes arising from this Agreement, at its address as set out on the face of this Agreement and for purpose of notice by e-mail, telefacsimile and mobile phone or tablet or application the address and numbers set out in the application form completed by the Customer when applying for Internet Banking. 17.3 The Customer shall be entitled by written notice to PAA CAPITAL, to vary its domicilium to any other address, which is not a post office box or poste restante. 17.4 Any notice given by PAA CAPITAL to the Customer which: 17.4.1 is delivered by hand during normal business hours at the Customer's domicilium shall be rebuttably presumed to have been received by the Customer at the time of delivery; 17.4.2 is posted by prepaid registered post to the Customer's domicilium shall be rebuttably presumed to have been received by the Customer on the fourteenth day after date of posting; 17.4.3 is transmitted by telefacsimile to the telefacsimile number forming an element of the Customer’s domicilium address, shall be rebuttably presumed to have been received by the Customer 48 (FORTY-EIGHT) hours after the time of transmission; 17.4.4 is transmitted electronically utilizing PAA CAPITAL’s website, e-mail, mobile phone, tablet or application or Internet Banking shall be rebuttably presumed to have been received by the Customer 48 (FORTY-EIGHT) hours after the time of transmission. 18. Non-variation Subject to PAA CAPITAL 's rights in terms of this Agreement, no alteration, consensual cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by the duly authorized representatives of both parties.
19. Whole agreement This document contains the entire Agreement between the parties regarding the matters contained herein and PAA CAPITAL shall not be bound by any undertakings, representations, warranties, promises or the like not recorded herein. 20. Severability Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be treated pro non scripto and severed from the balance of the Agreement without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. 21. Certificate A certificate signed by a manager of PAA CAPITAL (whose authority need not be proved) shall be prima facie proof of all matters, including but not limited to the Customer’s indebtedness to PAA CAPITAL, referred to in this Agreement. 22. Legal costs The Customer shall be liable for all legal costs on attorney and own client scale and all collection charges and tracing fees. Copyright© 2020 PAA CAPITAL GROUP OF COMPANIES
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Document Name: PAA E-Banking Terms and Conditions
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