TERMS AND CONDITIONS APPLICABLE TO BANKING SERVICES BETWEEN BANQUE HERITAGE (URUGUAY) S.A. AND ITS CLIENTS – NATURAL AND LEGAL PERSON
The provisions of this contract shall govern the relationship, whether present or future, between Banque Heritage (Uruguay) S.A. (hereinafter, the “Bank”), a banking institution organized and existing under the laws of the Oriental Republic of Uruguay supervised by the Central Bank of Uruguay ( with headquarters at Rincón 530 in the city of Montevideo, Uruguay, and the client whose personal details are set forth below(hereinafter, the “Client”). If there are any particular provisions applicable to a specific business, such provisions shall prevail over these general terms and conditions.
Should the account be opened by or in the name of two or more natural persons, the following conditions shall be jointly and severally applicable to all of them, whether they act jointly, or severally indiscriminately.
This terms and conditions shall be applicable to Clients whether they are natural or legal persons. Unless otherwise expressly provided, all provisions of this contract shall be applicable for Clients natural persons or legal persons alike.
I.GENERAL TERMS AND CONDITIONS
II.SPECIAL TERMS AND CONDITIONS
1.Current Accounts in Local and Foreign Currency
2.Demand Deposits
3.Fixed Term Deposits
4.Deposit of Securities held in Custody
5.Purchase and Sale of Financial Instruments of Third Entities
6.Deposit Guarantee Conditions
7.E - Banking
8.Referencing and advice
9.Means of Communication
III. ACCEPTANCE BY THE CLIENT
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I. GENERAL TERMS AND CONDITIONS
1. (Client and Authorized Persons).
The term “Client” includes, with equal value, the account holders (natural or legal persons), joint holders or representatives who subscribe this document. Account holders, joint holders or representatives shall be jointly and severally liable to each other and to the Bank for the liabilities undertaken by each or any of them, whether acting jointly or severally.
In case of natural person Clients, the Bank may authorize that the accounts and other banking services (current accounts, savings accounts, fixed-term deposits, etc.) be opened in the name of one or more natural persons (holders) except otherwise expressly stated.
Accounts in the name of two or more persons may be opened to be operated jointly or severally at the Client’s option. The joint nature shall be expressly indicated. The expression "severally” and “and/or” shall mean active joint and several liability.
The fact that an account is opened to be operated jointly or severally shall not exclude the passive joint and several liability and the indivisibility of the obligations undertaken with the Bank by its holders under the account number, and, when acting “severally”, the signature of any of the account holders shall be enough to bind the remaining holders.
The Client may deliver to the Bank a list of the persons authorized to sign on its behalf. In case of multiple authorized persons, they shall act jointly unless otherwise expressly provided for. Any increase or decrease in the number of persons authorized, as well as any extension or restriction of powers, shall come into force and effect upon approval and registration by the Bank of the written communication of such circumstances sent by the Client. The powers of attorney, letters of attorney and authorizations in general granted to third parties shall be deemed to be valid in respect of all the accounts of the Client, as well as in respect of any encumbrance and disposition, unless its validity shall be otherwise expressly restricted to certain acts, and shall be in force until written notice of its revocation or modification be received and acknowledged by the Bank’s technical services. Any duly authorized person shall previously prove its identity and register its signature as the Bank may determine.
2.(Operated Severally).
When an account is opened to be operated by any of its members, each individual (holder) may, by its sole order, give instructions, instruct the closure of the account, make total or partial withdrawals of funds or securities, whether directly or through a representative, even upon the death or incapacity of one or more holders of the account, and the Bank shall be released from any liability to the remaining account holders. Similarly, the Bank shall not be liable in case that any checks and other documents bear the signature of only one of the holders or of any one of its individual representatives.
In the case of accounts opened to the order of two or more individuals (holders) acting severally or indiscriminately, it is understood that all of them hereby confer on each other a reciprocal power of attorney so that any of them, acting individually, may change the domicile established in this or any other separate document.
3. (Operated jointly).
When an account is opened to be operated jointly by its members (holders), the Bank shall only give effect to total or partial releases of funds or securities, or shall comply with any instructions to the extent that such document, order, draft or receipt is subscribed by all account holders or by the person with sufficient powers granted by all account holders, to the Bank’s judgment. Upon the death or incapacity of any of the account holders, the Bank may demand a declaration of heirship or a court order before accepting any orders. As to joint services and accounts, the Bank shall only accept those instructions issued by virtue of the relevant probate proceedings.
In case of multiple heirs of an account holder(whether in joint and/or several accounts), any funds and/or securities deposited shall be deemed to be deposited in the name of the declared heirs of the deceased holder, which shall necessarily act jointly.
4.(Signatures).
To all effects and purposes, the Client states that the signature of the authorized persons or representatives are those appearing in the signature book(s) held by the Bank, and accepts that the Bank is hereby released from any responsibility in respect of forgery, unless it is markedly visible.
5.(Documentation).
The Client shall provide the Bank the documentation required thereby as well as any amendments made thereto, which shall only become valid once the Bank acknowledges receipt thereof. The Client shall duly provide to the Bank the balance sheets and other documents required by the laws and regulations in force. Any amendments to the documentation provided shall only be valid once the Bank acknowledges receipt thereof.
In the case of accounts opened in the name of legal persons, the Client binds itself to the Bank for any acts performed by the representatives (or any other person appointed as representative and duly accredited before the Bank) in exercise of the powers conferred by the bylaws or the relevant powers of attorney, until written notice of cessation, revocation, limitation, suspension, or modification is received and acknowledged in writing by the Bank. The Client irrevocably promises to notify the Bank of any modification or amendment made to the abovementioned documents or powers. By signing this document, the Client confirms to the Bank that the management body of the Corporation is composed of the persons indicated in Form C1, whose particulars shall be considered valid and in force until written notice of modification is received by the Bank.
If any representative of the Client is terminated or modified, and such termination or modification has been filed with the relevant registry without giving due notice to the Bank, we hereby grant to the representatives of the Client a general power of attorney so that any of them may bind the Corporation and dispose of its property to all effects and purposes, without any restrictions other than those set out in the bylaws or articles of association.
6. (Statements of Account).
At least once a month, in the case of sight accounts, once every three months for notice accounts, and at least once a year for fixed-term deposits, and in any case within seven (seven) days from the end of the relevant period, the Bank shall issue the account statements and make them available to the clients. Conformity or any observations to be made should be submitted within ten calendar days from the receipt of the relevant communication. After the expiration of such term, if no objections were presented by the Client or no claim was made thereby for not having received the statement of account communication, the statement of account shall be considered accurate and approved. There shall also be considered accurate and approved the daily extracts of deposit of bonds and/or securities, as well as any other communication given by the bank, if no observations have been made to them after the expiration of ten calendar days. Account debit balances pursuant to law are enforceable by means of the relevant procedural process. Express or implied approval of the account balance refers to all items appearing in the account statement, and it also implies the compliance with the good purpose reserves formulated by the Bank upon giving credits of amounts not yet collected, including: coupons of dividends or interests, bills, checks, transfers, bonds and similar discounted securities, etc.
If the Client wishes to receive statements of account and other evidences of transactions in printed format (the Bank being entitled to charge such delivery and indicate the cost in the Price List) or by e-mail in electronic format (by means of the e-mail address given by the Client for such purpose), such request must be given in writing.
In both cases, upon Client's request, the Bank shall send the relevant documents to the address provided by the Client for such purpose. The Client understands and accepts that the use of e-mail for sending correspondence may be unsafe and that, therefore, the information furnished by the Bank may be accessed by third parties. Consequently, the Bank is hereby released from any responsibility for the access to such information by third parties and for the use they may make of it, even if it be to the Client’s prejudice and without its consent.
In any event, the Client shall have free access to the statement of account through the Bank’s web page.
Without prejudice to the above, the Client authorizes the Bank to send at any time, at its sole discretion, statements of account (and any other notice or communication) to the address or e-mail address duly provided by the Client to the Bank.
The Client shall, in person or through the Bank’s Web site, notify the Bank’s claims department, any errors it may find in the content of the statement of account.
The Bank recommends the Client to examine its statement of account periodically, at least once a month.
7.(Lien).
It is hereby expressly established the right to lien and set-off by force of law over all funds or securities deposited in the name of the Client with the Bank, under any title. This right shall constitute a guarantee for all Client’s transactions or credits, the Bank being authorized to enforce such liens extra judicially should the Client fail to meet all obligations with the Bank upon maturity.
8.(Set Off).
The Bank may treat all accounts and transactions of the Client as a single account and setoff interests and balances between them, notwithstanding its right to consider each balance individually. With regard to payment orders, drafts or transfers, the Bank is hereby authorized to pay such amounts by setting off or crediting the same as collateral to a special account, without prejudice to the set off that may occur from time to time. The Client accepts such settlement of credits as the Bank may perform according to the provisions of these general terms and conditions. For set off purposes, the order of priority for payment applications shall be determined by the Bank, it being entitled to first pay any unsecured debts (without personal or real security), or those denominated in foreign currency, or those which accrue higher interest rates and expenses. Once the set off has been made, the Bank shall issue a detailed report and communicate the balance to the Client, and, in case of a debit balance, the settlement carried out by the Bank shall constitute an enforceable title.
9.(Taxes).
Any taxes (as well as any other pecuniary consideration prescribed by law) applicable to Clients’ assets, credits, guarantees or transactions or to documents or agreements executed or entered into by the Client, shall be charged to the Client, even if payable after closure of the account. All transferable taxes shall be deemed transferred and shall be transferred to the Client at the rate applicable in accordance with the regulations in force and are, therefore, at the cost and expense of the Client.
Also, such taxes applicable to the Client, and concerning which the Bank has any kind of tax obligation whether in the form of withholding, substitution, joint liability, liability for third parties' tax obligations, etc., shall be borne by the Client. The Bank shall, for such purposes, have a right of withholding, deduction, refund and full repayment.
10.1(Price List). Prior to subscribing these conditions, the Client shall have received the relevant document/s which include the information related to interest rates (both default and compensatory), charges, expenses, fees, prices, commissions, insurances, taxes currently transferable, fines and other amounts required to contract and maintain the products and services provided by the Bank in force as at the date of execution (save for any products and services separately contracted, where such items shall be agreed independently), indicating the item, amount and periodicity of payment (if applicable), as well as its compulsory or optional nature, and the interest rates applicable to deposits (hereinafter, the “Price List”). Similarly, the Price List shall include such amounts to be paid by the Client to third parties other than the Bank as are directly related to the product or service contracted, where appropriate. If the amount may not be accurately determined, the Price List establishes the potential payment thereof and describes the relevant calculation method. The Client shall pay the expenses arising from legal counsel fees (reasonable counsel fees) and the costs and expenses in case of a law suit (including any applicable taxes, rates, and contributions), (costs for the sending of telegrams, mail costs and others of the same nature).
The amounts included in the Price List may be modified as established below.
10.2(Change in deposit conditions, charges, fees, etc.).
Unless otherwise expressly provided in the laws, or this document, or other documents subscribed by the Bank and the Client established a different solution for certain specific products and/or services, the Bank may, unilaterally and at any time, change the interest rates (default and compensatory interest), taxes (without detriment to its immediate transfer), charges, expenses, fees, rates, insurances and other amounts required to maintain, use, extend or modify the product or service contracted which are included in the Price List, by notice sent to the Client at least 30 calendar days prior to its effective date, through any of the means of communication established under article 29, unless otherwise provided under these terms and conditions, any specific contracts or documents agreed with the Client or any applicable regulations.
10.3 (Immediate Modification).
Prior notice and the process under subparagraph 10.2 above shall not be required, and the relevant modification may be implemented immediately, in any of the following circumstances: a) if the modifications proposed by the Bank are for the benefit of the Client; b) if modifications made to the low average fee (if applicable) or interest rates above arise from a variation in the evolution of the agreed update index (by way of illustration but not of restriction, a change in the Indexed Unit, Adjustable Unit or any other price index Published by the National Statistics Institute or any other official body, the average interest rates Published by the Central Bank of Uruguay, the rate offered by the London Interbank Market (Libor) or any other known and used in the international financial markets which was agreed with the Client or communicated by the Central Bank in due time and manner, if so required by the applicable regulations), a modification which shall come into force immediately; and c) whenever such notice or process is not compulsorily required by the regulations, or if a different procedure is authorized under an applicable rule.
11.(Capitalization).
The Bank may capitalize any unpaid interests due with the periodicity it may deem appropriate, and shall provide timely notice to the Client. The absence of notice shall mean that capitalization is performed annually.
12.(Closing).
The Bank reserves the right to close any banking account or service rendered to the Client at any time. Such events shall be duly notified to the Client at least 3 days in advance; without prejudice to the above, the Bank shall not be bound to provide the grounds for its decision.