TERMS AND CONDITIONS FOR ONLINE COMMERCIAL BANKING SERVICES

The following terms and conditions apply to the Online Commercial Banking Services provided by the Bank from time to time.

1. Definitions
"Application Form" means the application form for the Online Commercial Banking Services as the Bank may reasonably prescribe.
"Authority Profile" means the authority profile assigned by the Customer to each User ID.
"Authorization Level" means the authorization level required by the Bank to be assigned by the Customer to each User ID as part of the Authority Profile.
"Authorized User" means each individual authorized by the Customer to use the Online Commercial Banking Services.
"Bank" means China Construction Bank (Asia) Corporation Limited and includes, where the context permits, its successors and assigns.
"Business Day" means a day (excluding Saturday afternoon) on which the Bank is open for business to the public of Hong Kong.
"Computer System" means the computer equipment and all hardware, software and modem connected to or combined in it which is required to access the Online Banking Services.
"Customer" means the company, corporation, society, association, club, partnership or sole proprietor specified in the Application Form to which the Bank provides the Online Commercial Banking Services and includes, where the context permits, any Authorized User. Where the Customer is a corporation, references to "Customer" include its lawful successor. Where the Customer is a society, association or club, references to "Customer" include each of its present and future members and any personal representative or lawful successor of each member. Where the Customer is a partnership, references to "Customer" include each of its present and future partners and any personal representative or lawful successor of each partner. Where the Customer is a sole proprietor, references to "Customer" include any personal representative or lawful successor of the sole proprietor.
"Designated Account" means each account in the name of the Customer maintained with the Bank in Hong Kong from time to time designated by the Customer for the purposes of using the Online Commercial Banking Services.
"Funds Transfer Services" means the funds transfer services described in Clause 2(d) comprising part of the Online Commercial Banking Services.
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.
"Hong Kong Licensed Banks" means any bank which holds a valid banking licence granted by the Hong Kong Monetary Authority under the Banking Ordinance (Cap. 155) of the laws of Hong Kong.
"Online Commercial Banking Services" means the services provided by the Bank from time to time which enable the Customer to obtain information and/or services from the Bank and/or to operate its accounts by electronic means via computer or any other device as the Bank may prescribe from time to time.
"Online Instruction" means an instruction given by or on behalf of the Customer to the Bank through the Online Commercial Banking Services.
"Online Transaction" means a transaction effected by the Bank pursuant to an Online Instruction.
"Password" and "User ID" means the personal identification code and login ID issued by the Bank to the Customer (as they may be varied from time to time subject to these Terms and Conditions) for the purposes of using the Online Commercial Banking Services.
"Security Token" means the digital device provided by the Bank to the Customer at the Customer's request for the purpose of generating and displaying a Security Code.
"Security Code" a one-time password that is automatically generated and displayed on the Security Token at the relevant time to be used for the purpose of utilizing certain Electronic Banking Services specified by the Bank from time to time.
"Transferred Amount" means the amount to be transferred under an Online Instruction in respect of Funds Transfer Services.
For the purposes of these Terms and Conditions:-
(i) words denoting the singular include the plural and vice versa, and references to any gender include all other genders;
(ii) headings are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions, and references to Clauses are to the clauses of these Terms and Conditions; and
(iii) the word "include" or "including" shall be construed to include the words "without limitation" immediately following such word.
2. Scope of Service, Limits on Amounts and Cut-off Time
(a) Online Commercial Banking Services are offered by the Bank to the Customer only if the Customer maintains at least one account with the Bank in Hong Kong.
(b) The Bank may require the Customer to designate one or more Designated Accounts for the purposes of using the Online Commercial Banking Services. The Customer may from time to time add or remove any Designated Account in such manner as the Bank may reasonably prescribe which shall become effective upon acceptance by the Bank.
(c) Online Commercial Banking Services are only offered to Customers in Hong Kong and such other jurisdictions where the Online Commercial Banking Services may be lawfully offered. Any person using the Online Commercial Banking Services is responsible for observing any prohibitions or restrictions applicable to him regarding use of the Online Commercial Banking Services.
(d) As part of the Online Commercial Banking Services, the Bank may make available to the Customer the Funds Transfer Services including the following :
 
(i) currency exchange services;
(ii) transfer of funds between the Designated Accounts;
(iii) transfer of funds from any Designated Account to any third party account maintained with the Bank in Hong Kong which has been registered with the Bank for such purpose in such manner and supported by such documents as the Bank may reasonably prescribe;
(iv) transfer of funds from any Designated Account to any account (whether in the name of the Customer or any other person) maintained with any Hong Kong Licensed Bank provided that such recipient account has been registered with the Bank as a permitted recipient account for such purpose in such manner and supported by such documents as the Bank may reasonably prescribe; and
(v) subject to enablement by the Customer in such manner as the Bank may reasonably prescribe, transfer of funds from any Designated Account to any account (whether in the name of the Customer or any other person) maintained outside Hong Kong with any branch or office of the Bank or any other bank.
(e) The scope and types of service made available by the Bank, the restrictions on the use of the service, the maximum or minimum transaction limits, the cut-off time and/or date applicable to a particular type of service, the applicable service fees and other features in respect of the Online Commercial Banking Services may be determined or varied by the Bank from time to time without prior notice to the Customer (other than in the case of change of service fees or changes which may affect the liabilities or obligations of the Customer). Updated information relating to the Online Commercial Banking Services is available from the Bank upon request.
(f) The Online Commercial Banking Services provide an additional means subject to these Terms and Conditions for the Customer to operate its accounts and conduct transactions. All other terms and conditions governing the Customer's accounts and transactions shall continue to apply but, where there is any discrepancy, these Terms and Conditions shall prevail insofar as the Online Commercial Banking Services are concerned.
(g) In order to use the Funds Transfer Services, the Customer and/or each Authorized User must maintain a Security Token. The Bank may require the Customer and/or each Authorized User to maintain a Security Token in order to use any other Online Commercial Banking Services.
3. Funds Transfer Services
(a) The Bank shall debit the Designated Account(s) of the Customer immediately upon receipt of the Online Instruction by the Authorized User subject to his or her Authority Profile. If the Transferred Amount exceeds the balance in the Designated Account, or the Transferred Amount exceeds the transfer limit as imposed by the Bank from time to time, or the Bank has reasonable grounds to believe that the implementation of the Online Instruction will cause the Bank to violate applicable laws and/or the regulations and/or the requirements of the regulatory authorities, the Bank is entitled at its absolute discretion not to implement the Online Instruction and shall not be liable in any manner whatsoever. The Customer should shall, and ensure that the Authorised User(s) shall, conduct its own checks for the status of the Designated Account(s) and whether the Online Instructions have been implemented.
(b) The Customer shall, and ensure that the Authorized User(s) shall, take note of the cut-off time for placing Online Instructions for Funds Transfer Services as announced by the Bank from time to time. The time for which the Bank receives any Online Instruction shall be determined according to the system and records of the Bank. However, the cut-off time and any indication by the Bank as to the time required for implementation of the Online Instruction shall be for reference only and the Bank shall not be liable for any delay in the transfer of funds.
(c) Although the Bank will use reasonable endeavours to ensure that the Online Instruction is executed in a timely fashion, there may be a time lag in transmission of data online. The Online Commercial Banking Services (including the Funds Transfer Services) is also subject to (and may suffer failure or delay in processing and/or transmitting orders, communications or information as a result of) interruption, failure of hardware or software, errors, transmission blackout, delayed transmission due to online traffic or incorrect data transmission due to the public nature of the internet, market volume or volatility, system failure or upgrades or maintenance or for other reasons. Accordingly, the Online Instruction of the Customer may not be executed at the time when the Online Instruction is placed or at all and the Bank shall not be responsible for the actual time when the Transferred Amount shall be credited into the transferee’s account.
(d) Although the Bank has endeavoured to avoid interruptions to the Online Commercial Banking Services, the Online Commercial Banking Services may suffer failure or delays and periods of malfunction or outage. During such periods, the Customer shall, and ensure that the Authorized User(s) shall, place its instruction or may make enquiries by alternative methods such as by contacting the Bank’s branches and hotlines. In the event of system failure of the Online Commercial Banking Services, the Bank may cancel any Online Instruction placed online by the Customer and / or its Authorized User(s). The Bank may (but is not obliged to) notify the Customer and / or the Authorized User(s) of such cancellation of Online Instruction by any means that the Bank may consider appropriate (including but not limited to email message or short message via SMS) and in all the circumstances, the Bank will not assume any liability or responsibility for such cancellation of Online Instruction or the non-notification of such cancellation of Online Instruction, or inability on the part of the Customer to receive notification of such cancellation of Online Instruction (whether or not due to the failure of the Customer to provide valid email address and/or mobile phone number capable of receiving short messages via SMS whatsoever). The Customer shall, and ensure that the Authorized User(s) shall, conduct its own checks for the status of the Designated Account(s) and whether the Online Instruction has been implemented.
(e) The Bank shall be under no liability under any circumstances to recover any amount paid to the receiving bank and shall be under no liability in case of the receiving bank failing to pay the Transferred Amount to the transferee for any reason. The Bank shall not be liable in any manner whatsoever for any charges or levy imposed by the receiving bank in respect of any Online Instruction.
(f) While acknowledging that funds transfer to third party accounts involve risks, the Customer and the Authorized User(s) agree that the Bank shall not be liable to the Customer, the Authorized User(s) and / or any third party for any delay and/or non-transfer of part or all of the Transferred Amount or any mistake made in the transfer of the Transferred Amount in the absence of gross negligence, wilful misconduct or fraud of the Bank.
(g) No payments shall be made in the case of the receiving bank being in default in the interbank settlement prior to the payments by the Customer being made to them and the debit entries in the Designated Account(s) shall be reversed with accord.
4. Authorized User and Online Instructions
(a) The Customer may nominate and authorize in accordance with such procedures and up to such number of Authorized Users as the Bank may reasonably prescribe to use the Online Commercial Banking Services. Any change of Authorized Users must be notified to and accepted by the Bank before it becomes effective.
(b) The Customer shall ensure that each User ID, each Password and each Security Token shall be allocated to not more than one Authorized User at any time.
(c) The Customer shall assign an Authority Profile to each User ID to specify the authority (and any limit on such authority) of the Authorized User to whom that User ID will be allocated. Each Authority Profile shall include such items (including the Authorization Level and transaction limits) as the Bank may reasonably prescribe from time to time.
(d) The Customer shall allocate each set of Authority Profile, User ID, Password and Security Token to the Authorized User to whom the relevant authority and limits apply. The Customer is solely responsible for the allocation of Authority Profiles, User IDs, Password and Security Token amongst the Authorised Users. The Customer instructs and authorizes the Bank to accept any Online Instruction quoting an effective User ID and an effective Password and / or Security Code and which complies with the Authority Profile assigned to that User ID. The Bank shall verify that the User ID, Password and / or the Security Code are currently effective but has no duty to verify the identity or authority of the person using that User ID and Password and / or Security Token or whether the Customer has allocated that User ID and Password and / or Security Token to him.
(e) Where there is any inconsistency between the Authority Profile allocated by the Customer to an Authorized User and any authority or limits assigned by the Customer to him at any time with respect to the same accounts, the Authority Profile shall prevail insofar as Online Instructions and Online Transactions are concerned. Furthermore, the Customer instructs and authorizes the Bank to accept any Online Instruction quoting a single User ID irrespective of any joint signing arrangement imposed by the Customer on the relevant accounts at any time.
(f) It is the Customer's sole responsibility to take appropriate measures against unauthorized use of the Online Commercial Banking Services, including monitoring and controlling, at any time and from time to time, the selection, appointment and change of the Authorized User(s), the allocation of Authority Profiles, User IDs, Passwords and Security Tokens amongst the Authorized Users and the use of User IDs, Passwords and Security Tokens assigned by the Bank to the Customer, and the use of the Online Commercial Banking Services by the Authorized Users.
(g) The Customer acknowledges and accepts in full the risks of unauthorized use by Authorized Users, or use by unauthorized persons, of the Online Commercial Banking Services, in particular, the risk of any person (whether an Authorized User or not) singly giving Online Instructions on behalf of the Company as long as he quotes an effective User ID and an effective Password and / or Security Code (including transferring funds from the Designated Accounts to third party accounts). The Customer confirms that the Bank is under no duty to verify the propriety or integrity of any Online Instructions or of any person giving them.
(h) Any Online Instruction must be given to the Bank by quoting an effective User ID and an effective Password and / or Security Code and such other information as the Bank may reasonably require. Online Instructions shall not be considered to be received by the Bank unless they are given in such manner as the Bank may prescribe and has been actually received by the Bank.
(i) The Bank will not send any separate confirmation or advice to the Customer with respect to an Online Transaction unless required by any applicable law or regulation. A record of each Online Transaction will be shown in the regular account statements provided by the Bank to the Customer.
(j) An Online Instruction, once given, may not be amended, revoked or withdrawn without the consent of the Bank. Any such Online Instruction acted on by the Bank in good faith shall be irrevocable and binding on the Customer, whether given by an Authorized User or any person purporting to be an Authorized User. If a dispute arises at any time in relation to the contents of any Online Instruction, the Bank's records of such Online Instruction shall be conclusive and binding on the Customer and any Authorized User.
(k) The Bank will only act upon or carry out an Online Instruction insofar as it is practicable or reasonable for it to do so and in accordance with its regular business practices and procedures. Any Online Instruction received by the Bank after the daily cut-off time of the Bank or on a non-Business Day will be considered to have been received by the Bank on the next Business Day.
(l) The Customer is responsible for all acts and omissions of each Authorized User and shall ensure compliance of the provisions of the Application Form and these Terms and Conditions by each Authorized User.
5. Authority Profile, User ID and Password
(a) Each Authority Profile (and any change to it) and any change to any User ID or Password must be notified by the Customer to the Bank in such manner as the Bank may reasonably prescribe and shall become effective upon acceptance by the Bank.
(b) The Customer shall disclose each User ID and Password only to the Authorized User to whom the Customer allocate them. If the Customer reallocates any User ID, it is the Customer's sole responsibility to prevent further use of that User ID by any person previously allocated with it.
(c) The Customer and each Authorized User shall keep his User ID and Password and Security Code confidential and are fully responsible for any accidental, intentional or unintentional loss or disclosure to any other person (including any other Authorized User).
(d) The Customer and each Authorized User (where applicable) are advised (i) to change the Password provided by the Bank to a self-selected Password in accordance with such procedures as the Bank may prescribe as soon as reasonably practicable upon receipt, (ii) to memorize the User ID and the Password and destroy the notice from the Bank of the User ID and the Password, (iii) not to disclose the User ID, the Password or the Security Code to any other person (including any other Authorized User), (iv) to implement security measures to prevent unauthorized access to the User ID, the Password or the Security Code, (v) not to write down or record the User ID, the Password or the Security Code without disguising it, and (vi) to change the Password on a regular basis.
(e) The Customer acknowledges and accepts in full the risks of the User IDs and/or the Passwords and/or the Security Code of the Customer or the Authorized Users being abused by the Authorized Users or any other person or used for unauthorized purposes.
(f) The Customer and/or the Authorized Users shall notify the Bank as soon as reasonably practicable upon notice or suspicion of any User ID or Password or Security Code being disclosed to or obtained by any unauthorized person or any unauthorized instruction being given or unauthorized transaction being effected. The Customer is bound by and responsible for all transactions involving the use by any person (whether or not an Authorized User) of any effective User ID and/or Password and/or the Security Code of the Customer or any Authorized User prior to the Bank receiving such notice and the Bank having a reasonable opportunity to take action in respect of such notice.
6. Suspension or Termination
(a) The Bank may at its discretion restrict, suspend or terminate all or any of the Online Commercial Banking Services upon closure of any Designated Account or at any time without giving prior notice or reason to the Customer if the Bank has reasonable grounds for doing so.
(b) The Customer may suspend or terminate use of the Online Commercial Banking Services by all or any Authorized Users after giving notice of such suspension or termination to the Bank and after the Bank has a reasonable opportunity to take action in respect of such notice.
(c) The Bank shall not be liable for any loss or damage suffered or incurred by the Customer arising out of or in connection with suspension or termination of any Online Commercial Banking Services for any reason unless and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely from the gross negligence or wilful default of the Bank or any of its officers, employees or agents.
7. Information Inquiry
(a) Any exchange rate, loan rate or interest rate quoted by the Bank in the course of providing any Online Commercial Banking Services is for reference only and is not binding on the Bank unless confirmed by the Bank. Such confirmed exchange rate, loan rate or interest rate shall be binding on the Customer upon acceptance by any Authorized User notwithstanding that a different exchange rate, loan rate or interest rate might have been quoted by the Bank at the relevant time through other means of communication.
(b) Information relating to any Designated Account or any Online Transaction made available through the Online Commercial Banking Services are for the Customer's reference only. The Bank's records of use of the Online Commercial Banking Services by the Customer and all dealings and transactions relating to the Designated Accounts shall be conclusive and binding on the Customer and the Authorized Users unless and until the contrary is established.
8. Recordings, Records and Reference Numbers
The Bank is authorized to record by any means all Online Instructions and to keep those recordings for as long as the Bank considers necessary.
9. Fees and Charges
The Bank reserves the right to impose a fee in relation to the use and/or termination of the Online Commercial Banking Services. The Bank shall give the Customer reasonable notice of such fee (including any variation to such fee) which shall be binding on the Customer if the Customer continues to maintain or use the Online Commercial Banking Services after the effective date of such notice. Fees may be collected from the Customer in such manner and at such intervals as the Bank may reasonably prescribe.
10. Customer's Warranties and Undertakings
(a) The Customer shall, and shall ensure that each Authorized User shall, use the Online Commercial Banking Services in accordance with these Terms and Conditions and the operation policy and procedures relating to Online Commercial Banking Services provided by the Bank from time to time.
(b) The Customer shall, and shall ensure that each Authorized User shall, provide such information as the Bank may reasonably request from time to time for the purposes of providing the Online Commercial Banking Services. The Customer warrants that all information provided by the Customer and/or any Authorized User to the Bank in connection with the Online Commercial Banking Services is true, complete and up-to-date.
(c) The Customer and each Authorized User authorize the Bank to disclose and transfer information relating to the Customer, the Authorized User, the Designated Accounts, any Online Instruction and/or any Online Transaction to any person in accordance with any applicable law or any rule, regulation, guideline, circular, code of conduct or other requirement (whether or not having the force of law) imposed by any governmental or regulatory authority.
(d) The Customer shall not, and shall ensure that each Authorized User not to, tamper with, modify, decompile, reverse engineer or otherwise alter or gain unauthorized access to any part of the Online Commercial Banking Services or the Bank's web site or any of the software comprised in them. The Bank is entitled to terminate the use of the Online Commercial Banking Services by the Customer without notice and to take legal action against the Customer and the relevant Authorized Users for breach of this clause.
(e) The Customer shall not, and shall ensure that each Authorized User not to, use or knowingly allow any other person to use the Online Commercial Banking Services for or in connection with any illegal purpose or activity. The Customer shall notify the Bank as soon as reasonably practicable after the Customer or any Authorized User becomes aware of any such use.
(f) The Customer shall notify the Bank as soon as reasonably practicable if the Customer or any Authorized User encounters any irregularity or difficulty in using the Online Commercial Banking Services.
(g) The Customer acknowledges that there may be a time lag in the transmission of instructions, information or communication by electronic means through the use of the Online Commercial Banking Services.
(h) The Customer shall, and shall procure that each Authorized User shall, execute such forms and/or documents and perform such acts as the Bank may reasonably request in connection with the use of the Online Commercial Banking Services.
(i) The Customer warrants that it has full power and authority to accept and perform its obligations arising from the Application Form and/or these Terms and Conditions, and, where applicable, that all necessary corporate or administrative action has been taken to authorize acceptance and performance of such obligations, and that its acceptance and performance of such obligations will not contravene or conflict with any provision of its constitutional documents.
11. Ownership of the Security Token
The Security Token is and shall at all times remain the property of the Bank and issued at the Bank's discretion and the Customer and/or the Authorized Users shall return it to the Bank immediately upon the Bank's request. The Customer and/or the Authorized Users will ensure that the Security Token is kept secure and under the personal control of the Customer and/or the Authorized Users and will not permit any person other than the Customer and/or the Authorized Users to use the Security Token.
12. Loss or Theft of the Security Token
In the event of loss or theft of the Security Token, the Customer and/or the Authorized Users shall as soon as reasonably practicable notify such loss or theft to the Bank by telephone at such telephone number as the Bank may from time to time prescribe and confirm the same in writing if requested by the Bank. If the Customer and/or the Authorized Users fails to report such incidences as soon as reasonably practicable to the Bank or has otherwise acted fraudulently or with negligence, the Customer and/or the Authorized Users may be responsible for all direct losses as a result of all unauthorized transactions involving the use of, as the case may be, the lost Security Token by any person. If a replacement Security Token is issued, the Bank may charge a fee for it.
13. Intellectual Property
The Customer acknowledges and agrees that all copyright, patent, trademark, service mark, proprietary property, trade secret, exclusive works and intellectual property relating to the Online Commercial Banking Services (including its form, format, mode, configuration, presentation and expression) are and shall remain the exclusive property of the Bank. No right, title or interest, other than the right to access the Online Commercial Banking Services subject to these Terms and Conditions, is conveyed or transferred to the Customer or any Authorized User.
14. Exclusion of Liability of the Bank and Indemnity
(a) The Bank shall not be liable for any loss or damage suffered or incurred by the Customer or any Authorized User as a result of or arising from:-
 
(i) use of the Online Commercial Banking Services by the Customer, any Authorized User or any other person in any manner inconsistent with the provisions of these Terms and Conditions, including the failure of the Customer or any Authorized User to exercise due care in safeguarding loss or unauthorized disclosure or use of any User ID or Password;
(ii) the Bank acting, in good faith, on any Online Instruction which is given to the Bank by using an effective User ID;
(iii) any misunderstanding or misinterpretation of any Online Instruction provided that the Bank had acted in good faith;
(iv) inability of the Customer or any Authorized User to access or use the Online Commercial Banking Services; or
(v) any failure by the Bank to provide the Online Commercial Banking Services or to perform any obligation or to take any action where such inability or failure is attributable directly or indirectly to any circumstance or event beyond the reasonable control of the Bank, including any equipment or computer malfunction, power, network, telecommunication or mechanical failure or breakdown or inadequacy, interruption, interception, error, delay or loss in transmission, or transfer facilities, or the act or omission of any third party, unless (and only to the extent of direct and reasonably foreseeable loss and damage (if any)) arising directly and solely from the gross negligence or wilful default of the Bank or any of its officers, employees or agents.
(vi) any inaccurate or incomplete data, or corruption, interception, deletion or loss of data due to fault, failure or malfunction of the Computer System;
(vii) the Online Commercial Banking Services not being available, being restricted, varied, amended, suspended or terminated or becoming inoperative;
(viii) the Customer's failure to carry out his responsibilities as provided in these Terms and Conditions; and/or
(ix) any loss of profits or opportunity or any other consequential or indirect loss or liability caused by the use of or inability to use the Online Commercial Banking Services or from any errors, inadequacies or failures of any machine, Online Commercial Banking Services, the Bank’s website, internet, the Computer System, data processing system or transmission link or any industrial dispute or any other factor outside the control of the Bank or outside the control of the agents or sub-contractors of the Bank, whether caused by negligence or otherwise.
(b) In no event shall the Bank be liable to the Customer, any Authorized User or any other person for any incidental, indirect, special, consequential or exemplary damages including any loss of use, revenue, profits or savings.
(c) The Customer shall hold harmless and indemnify the Bank, its officers, employees and agents against all liabilities, claims, demands, losses, costs, damages, charges and expenses of any kind (including legal fees and allocated costs of in-house counsel) which are reasonably incurred and in reasonable amount by any of them and all actions and proceedings which may be brought by or against any of them, in connection with any account opened by or on behalf of the Customer, the provision of the Online Commercial Banking Services, and/or the exercise or preservation of the powers and rights of the Bank under the Application Form and these Terms and Conditions, unless (and only to the extent of direct and reasonably foreseeable loss and damage (if any)) arising directly and solely from the gross negligence or wilful default of the Bank or any of its officers, employees or agents.
(d) The Bank does not warrant or represent that the Online Commercial Banking Services are free from any virus or other destructive features which may adversely affect the hardware, software or equipment of the Customer or any Authorized User.
15. Exclusion of Liability of the Customer
(a) The Bank will take reasonably practicable steps to ensure that its systems in connection with the Online Commercial Banking Services are installed with adequate security designs and have measures in place to control and manage the risks of operating the systems, taking into account any applicable laws, rules, regulations, guidelines, circulars, codes of conduct and prevailing market practices which may be applicable to the Bank from time to time.
(b) Subject to Clause 14 if, in the reasonable opinion of the Bank, there is no negligence, fraud or fault on the part of the Customer and any of the Authorized Users, the Customer will not be liable for any direct loss suffered or incurred by the Customer as a result of any unauthorized Online Transaction caused by a computer crime or system error which should have been prevented by the risk control and management measures had the Bank adopted such measures in accordance with Clause 15(a).
16. Set-Off and Lien
(a) The Bank may, at any time and without prior notice to the Customer, apply any credit balance in any currency on any account of the Customer in or towards satisfaction of any indebtedness owed by the Customer to the Bank in whatever capacity, whether actual or contingent and whether owed solely by the Customer or by the Customer and any other person.
(b) The Bank shall be entitled to exercise a lien over all the property of the Customer which is in the possession or control of the Bank for custody or for any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell such property to satisfy any indebtedness owed by the Customer to the Bank.
17. Use of the Online Commercial Banking Services
(a) The Bank grants the Customer, for the term of these Terms and Conditions, a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Online Commercial Banking Services pursuant to these Terms and Conditions. The Bank may provide certain portions of the Online Commercial Banking Services under license from third parties, and the Customer will comply with any additional restrictions on their usage communicated to the Customer by the Bank from time to time.
(b) The Bank is providing the Online Commercial Banking Services to the Customer for the Customer’s internal use, and only for the purposes, and subject to these Terms and Conditions. The Customer may not use the Online Commercial Banking Services on behalf of third parties without the Bank’s permission. The Customer may not sell, lease, or provide, directly or indirectly, the Online Commercial Banking Services or any portion of the Online Commercial Banking Service to any third party except as permitted by these Terms and conditions.
(c) the Bank may from time to time provide links to third party website(s) and contents, products and services provided by the third party service providers; the Bank may not have reviewed all the third party website(s) and therefore inclusion of links to such third party website(s) shall not be construed as or deemed to be the Bank's endorsement or approval of the same or any of the contents thereof;
(d) the Customer accesses, enters or uses any links to third party website(s) or deals with third party provider(s) entirely at his own risk;
(e) the Customer shall contact the relevant third party provider(s) to obtain further information and/or clarifications to resolve any questions before using, entering or accessing third party website(s) or have any dealings with the Third Party Provider(s); and
(f) in accessing, entering or using the third party website(s) or dealing with third party service provider(s); the Bank may need to transfer certain personal data to the third party service provider(s) and the Customer agrees to be subject to the terms and conditions and privacy policy (if any) of those third party provider(s) and it is the Customer's responsibility to understand and determine the suitability of those terms and conditions and privacy policy of and the service and products provided by the Third Party Provider(s).
(g) With respect to any market data or other information that the Bank or any third party service providers provide to the Customer in connection with the Customer’s use of the Online Commercial Banking Services, (i) the Bank and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (ii) the Bank and any such provider are not responsible or liable for any actions that the Customer takes or does not take based on such data or information; (iii) the Customer will use such data or information solely for the purposes set forth in these Terms and Conditions; (iv) such data or information is proprietary to the Bank and any such provider and the Customer will not retransmit or disclose such data or information to third parties except as required by applicable laws, rules and regulations; and (v) the Customer’s will use such data or information solely in compliance with applicable laws, rules and regulations.
(h) E-mail, chat and instant messaging features may be provided to the Customer as a convenience to enhance the Customer’s communications with the Bank. If provided, the Customer will use these features in compliance with applicable laws, rules and regulations, and the Customer will not use them to transmit inappropriate information, including information that may be deemed obscene, libellous, harassing, fraudulent or slanderous. The Bank is not responsible for any transactions the Customer may attempt to enter or orders or instructions the Customer may attempt to make by means of these services.
(i) The Customer will be solely responsible for any losses, damages or costs that it may incur as a result of errors made by, or the failure of, the software or equipment that the Customer uses to access the Online Commercial Trading Services. Where the Bank provides, or arranges for the Customer to have, access to or use of third party electronic services and facilities, this is solely for the Customer’s convenience, and the Bank accept no liability for, and make no representations or warranties concerning, the provision of such access or such use.
18. Representations and Warranties
(a) The Customer represents and warrants to the Bank that its use of the Online Commercial Banking Services will comply with all applicable laws, rules and regulations and the user guides, policies and procedures applicable to the Online Commercial Banking Services and these Terms and Conditions and any other agreement between the Customer and the Bank, as may be amended from time to time.
(b) The Bank makes no warranty, express or implied, to the Customer concerning the Online Commercial Banking Services. The Customer expressly acknowledges and agrees that the Bank has made no recommendation with respect to the Online Commercial Banking Services or any transactions and that the Bank and any third party service providers provide the Online Commercial Trading Services on an “as-is” basis, at the Customer’s sole risk. The Bank expressly disclaim any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the Online Commercial Trading Services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise. The Bank and such third party service providers are not responsible for maintaining the Online Commercial Trading Services or for supplying any corrections, updates or releases concerning the Online Commercial Trading Services.
19. Amendments
The Bank may revise these Terms and Conditions and/or introduce additional terms and conditions at any time and from time to time. Any revision or addition to these Terms and Conditions shall become effective subject to the Bank giving reasonable notice to the Customer which may be given by posting it on the Bank's website or by such other means as the Bank thinks fit, and shall be binding on the Customer if the Customer and/or any Authorized User continues to maintain or use the Online Commercial Banking Services on or after the effective date of the revision or addition.
20. Communication
(a) The Bank shall be entitled to prescribe from time to time the form and mode of communication for the purposes of the Online Commercial Banking Services.
(b) Communications delivered personally, sent by post, facsimile transmission or e-mail shall be deemed to have been received by the Customer (where delivered personally) at the time of personal delivery or on leaving it at such address last notified by the Customer to the Bank, (where sent by post) 48 hours after posting if the address is in Hong Kong and seven days after posting if the address is outside Hong Kong, or (where sent by facsimile .transmission or e-mail) immediately after transmission to the facsimile number or e-mail address last notified by the Customer to the Bank.
(c) Communications sent by the Customer to the Bank shall be deemed to have been delivered to the Bank on the day of actual receipt by the Bank.
21. Severability
Each of the provisions of these Terms and Conditions is severable and distinct from the others and, if at any time one or more of such provisions is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, the legality, validity and enforceability of the remaining provisions shall not be affected in any way.
22. Waiver
No act, delay or omission by the Bank shall affect its rights, powers and remedies under these Terms and Conditions or any further or other exercise of such rights, powers and remedies. The rights, powers and remedies of the Bank under these Terms and Conditions are cumulative and not exclusive of the rights, powers and remedies provided by law.
23. Governing Law and version
(a) These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Hong Kong and the Customer and each Authorized User submit to the non-exclusive jurisdiction of the Hong Kong courts.
(b) In the event of any conflict or discrepancy between the English version and Chinese version of these Terms and Conditions, the English version shall prevail.
   
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