HSBC UK Bank plc

HSBC Private Bank (UK) Limited Online Banking Agreement

HSBC Private Bank (UK) Limited is a company registered and established in England and Wales under registration number 499482. Our registered office is at 8, Canada Square, London E14 5HQ. HSBC Private Bank (UK) Limited is authorised and regulated by the Financial Services Authority being entered in their Register (124781). HSBC Private Bank (UK) Limited is a member of the Financial Ombudsman Scheme

Terms and Conditions

1. Introduction

1.1 The Client wishes to use HSBC Private Bank (UK) Online Banking Services provided by the Bank and the Bank is willing to make such services available to the Client.

1.2 The Client and the Bank agree that the Services (as defined in clause 1.5) shall be supplied to the Client subject to the terms and conditions contained in this Agreement. The Client agrees that this includes Primary Users and other Client Delegates where applicable being empowered to agree on behalf of the Client the matters as described in this Agreement, in all cases subject to the terms and conditions contained or referred to in this Agreement.

1.3 The Client will, acting through Client Delegate(s), access the Services through the HSBC Private Banking Site.

1.4 By signing the application form(s) relating to Online Banking and returning it to the Bank the Client agrees to be bound by the terms of this Agreement.

1.5 Defined terms used in this Agreement are set out below:

Administrator Any Client Delegate who is empowered to administer and maintain the ongoing use of the Services by other Client Delegates.

Agreement This agreement as modified from time to time in accordance with the terms of this agreement, including our Banking Services Terms and Conditions, Fees for Banking Products and Services and any supplementary terms for the provision of the Services published from time to time which shall form part of this agreement.

Bank (also we, us, our) HSBC Private Bank (UK) Limited.

Client (also you, your, yours) The client named on the application form(s) accompanying this agreement.

Client Delegate Any of the Primary User, Administrator(s) or Secondary User(s) who are authorised by you from time to time to use the Services on your behalf.

Client Guide All client guides, service guides, manuals, help text or similar documents (whether in hard copy or in electronic form) issued or made available by us to you at any time in any format for use with the Services (as may be amended by us from time to time).

Client Instruction Any request, instruction, agreement or other communication that is received by the Bank through Online Banking.

Computer Any device or equipment of any kind used to access Online Banking including without limitation PCs, mobile phones and MP3s.

Help Desk The Online Banking Help Desk.

HSBC Group HSBC Holdings plc, its subsidiaries, associates and affiliated undertakings.

HSBC Private Banking Site The HSBC Private Banking portal (https://privatebanking.hsbc.com) through which you access Online Banking.

Micro-enterprise A business client whose accounts are held with us in the UK and whose annual turnover (or, if our records show that the business client is a member of a group, the annual turnover of their group according to our records) is less than €2 million

Online Banking The HSBC Group's Private Banking Online Banking system.

Password Any confidential password, phrase, code or number, memorable data, or any other identification of any kind whether issued to the Client or any Client Delegate by the Bank or adopted by the Client or any Client Delegate which may be used either alone or with any Security Device or other thing to access or facilitate access to any of the HSBC Private Banking Site, Online Banking and the Services or to effect Client Instructions.

Payment Transaction Has the meaning given to the words 'payment transaction' in the Regulations.

Primary User A Client or Client Delegate entrusted with responsibility for the initial Online Banking installation and the Client's on-going use of Online Banking.

Regulations The Payment Services Regulations 2009, as amended, restated and re-enacted from time to time.

Regulated Payment Transaction A Payment Transaction which is subject to the Regulations.

Security Device Any token, device, procedure or other item whether issued to the Client or any Client Delegate by the Bank or adopted by the Client or any Client Delegate which may be used alone or with any Password or other thing to access or facilitate access to any of the HSBC Private Banking Site, Online Banking and the Services or to effect Client Instructions or to generate any Password.

Services Any banking product or service provided by the Bank to the Client using Online Banking including without limitation the empowerment of Client Delegates to agree on behalf of the Client the matters as described in this Agreement.

Small Charity A UK charity whose annual income is less than £1 million and which meets the other requirements in the definition of a "charity" in the Payment Services Regulation 2009.

1.6 Unless the context requires otherwise, words in the singular include the plural and vice versa and use of the masculine includes the feminine and the neuter and vice versa.

2. The Services

2.1 The Services enable you to:

2.1.1. View accounts and give us instructions and agree terms and conditions in relation to services you receive from us and accounts and products that you have with us, being accounts, services and products which are from time to time the subject of Online Banking; and

2.1.2. Initiate applications, place orders, make arrangements, give instructions and conclude contracts for or relating to services and products of any kind which we or any other member of the HSBC Group may offer from time to time and to agree or authorise any other matter or thing with us or any other member of the HSBC Group.

2.2 By this Agreement you authorise us and (in the case of the matters referred to in Clause 2.1.2) all other members of the HSBC Group to:

2.2.1. Act on and accept Client Instructions apparently given by any Client Delegate in respect of any of the matters referred to in Clause 2.1.1 and to act on and accept Client Instructions apparently given by any Primary User in respect of any of the matters referred to in Clause 2.1.2; and

2.2.2. Add to Online Banking all of your accounts whenever opened which are the subject of Online Banking.

2.3 The Services (which we may vary from time to time) include, without limitation, obtaining balances on accounts, a choice of payment methods up to a daily limit subject to application, selected forward dated payments, viewing of transaction details of payments made, selected transfers between accounts, viewing or cancelling direct debits, creating, viewing, amending or cancelling of standing orders, setting-up access and control rights for other users online, access to the online help centre and a variety of other services. For further details of the Services, please refer to our Client Guide.

2.4 In order for a Client Instruction involving a payment to be properly executed, the Client must provide the Bank with the payee's bank sort code and account number or, where applicable, the bank identification code (BIC) or other relevant identification of the payee's bank and the payee's international bank account number (IBAN) or other relevant account number; and/or such other information if any as the Bank may advise the Client of from time to time.

2.5 Your consent to Client Instructions is given using the Security Device and appropriate Password(s) and Username. For further details please refer to the Client Guide.

2.6 Your consent to Client Instructions involving Payment Transactions, can only be withdrawn in respect of forward dated Payment Transactions using the cancel facility. For further details, please refer to the Client Guide.

2.7 For details of cut-off times, please refer to the Client Guide.

2.8 For details of maximum execution times in respect of Regulated Payment Transactions, please refer to the Client Guide.

2.9 The Client and the Bank may agree financial limit(s) upon the amount(s) which can be the subject of Client Instructions.

3. Registration procedure

3.1 The procedure for registration for Online Banking is available in our Client Guide or from your relationship manager.

3.2 For personal accounts, if any of your accounts are joint accounts each account holder must register separately. If you use the Services in respect of any joint accounts you agree to do so only if and to the extent that you are duly authorised by the other account holders. We will follow Client Instructions given or purporting to be given to us by or on behalf of any one joint account holder, even if any mandate requires the authority of more than one and we may deduct the amount of any transaction carried out in accordance with such Client Instructions. This clause overrides any mandate, which may previously have been given to us.

3.3 When registering personal entities, the account holder will automatically be nominated as the Primary User.

3.4 When registering business entities, you are required to nominate a Primary User. You understand that by doing this, the Primary User will have full control of your business bank accounts when accessed using Online Banking and will have the authority to delegate various access and/or control rights to other Client Delegates and to agree on your behalf any matter or thing as described in Clauses 2.1, 2.2 and 2.3.

3.5 You shall ensure that your Client Delegate(s) only use Online Banking in accordance with and agree to be bound by all terms of this Agreement (including the Client Guide and any terms appearing on or incorporated in the HSBC Private Banking Site).

4. Client instructions

4.1 We will only accept a Client Instruction if it has been effected through Online Banking, where access to Online Banking appears to have been obtained using the appropriate Password(s) in accordance with the Client Guide and this Agreement.

4.2 We may treat all Client Instructions received by the Bank through Online Banking where the correct Passwords and any other security details requested have been provided, as instructions properly authorised by you or your Client Delegate, even if they conflict with the terms of any other mandates given by you to us at any time concerning your accounts or affairs subject to our obligations in Clause 4.1. We shall be under no obligation to check the authenticity of Client Instructions or the authority of the person or persons giving them.

4.3 Where we have reason to believe in our sole determination that a Client Instruction purporting to come from you or your Client Delegate has not been properly authorised or that any other breach of security has occurred in relation to your or your Client Delegate's use of Online Banking we reserve the right not to act, or to delay in acting, upon the Client Instruction and, in that event, we will inform you as soon as is reasonably possible.

4.4 You are responsible for the accuracy and completeness of Client Instructions and for ensuring that they have been made in accordance with the terms of this Agreement and that they will achieve your intended purpose. We are not liable for any loss or delay where the contents of a Client Instruction are inaccurate or incomplete or have been made in breach of the Agreement. You are also responsible for ensuring that Client Instructions are transmitted correctly. If you or your Client Delegate issue a Client Instruction and do not receive the relevant information or if the information reasonably appears to contain errors you must promptly notify your relationship manager.

4.5 If you request us to cancel or modify any Client Instruction, we will make all reasonable efforts to comply with your request. However, we are not liable for any failure to cancel or modify the Client Instruction if such a request is received at a time or under circumstances that render us unable to comply with your request.

4.6 We are entitled to:

  • debit your accounts with any amounts that we have paid or incurred in accordance with a Client Instruction; and
  • act and rely upon and treat as binding upon the Client any Client Instruction.

Where not unlawful to do so, we shall notify you of any refusal by us to execute any Client Instruction involving a Payment Transaction.

We may charge you for any such notification which may be given in any of the ways described in Clause 6.3.

4.7 We may, in our absolute discretion and without liability, not agree to act on or delay acting on a Client Instruction if:

  • it is a request or instruction the effect of which would be to exceed any limit imposed by the Bank upon you generally, or upon the Client Delegate in question; or
  • it is an informal overdraft request, namely a request or instruction that, if agreed to by us, would cause your account to go overdrawn or over an existing overdraft limit; or
  • we know of or suspect a breach of security in respect of or in connection with the operation of one or more of your accounts or the Services generally.
  • the Client Instruction is considered by us in our discretion to be of a sufficiently high value to warrant the carrying out of additional steps relating to the prevention of fraud, money laundering or terrorist activity.

Where not unlawful to do so, we shall notify you of any refusal by us to execute any Client Instruction involving a Payment Transaction.

We may charge you for any such notification which may be given in any of the ways described in Clause 6.3.

5. Secure messaging services

5.1 If we make this facility ('Secure Messaging Services') available to you, you may send us and we may send you secure e-messages using Online Banking. We will not be liable to you for any loss or damage arising out of your use of such e-mail facility.

5.2 You must not send us messages:

  • in relation to matters for which there is specific functionality on Online Banking e.g. to make a payment;
  • which require immediate attention, such as reporting loss or theft of cheques or cards and/or stopping a payment;
  • which are requests of a transactional nature e.g. share dealing or fund management instructions.

5.3 We may send you messages concerning any accounts, products or services which you have with us including Online Banking or the Services, or concerning any other service related matters.

6. Service interruption

6.1 We may (but are not obliged to) suspend any service provided to you under the Services in relation to all or any of the Client Delegates without notice where we consider it necessary or advisable to do so, for example to protect you when:

  • we suspect a breach or a potential breach of security; or
  • you fail to take reasonable care to ensure the security of your use of the Services.

6.2 We will try to inform you without undue delay through the Services, the HSBC Private Banking Site or otherwise if any service under Online Banking is not available, but it may not always be possible.

6.3 It may be necessary from time to time to suspend some or all of the Services for routine, non-routine or emergency maintenance where we consider it necessary to do so. In the event of such a suspension being necessary, we will try to warn you in advance through the Services, but it may not always be possible.

6.4 All business clients are strongly recommended to engage a third party bureau to provide back up for making payments should the Online Banking service be unavailable for any reason as we will not accept liability for losses or penalties incurred due to the service being unavailable for any reason. This is particularly important for business clients paying salaries, wages or suppliers. For information on third party bureaus please contact your relationship manager.

7. Confidentiality

7.1 Please note that our Banking Services Terms and Conditions issued to you set out your agreement with us concerning our use and sharing with other parties of information about you and your affairs ('Your Information, Credit Reference Agencies, Fraud Prevention Agencies and Third Party Data'). We will take reasonable care to ensure that information about you which is stored or transmitted by us in the course of providing the Services remains confidential and is not disclosed to any third parties outside the HSBC Group without your written permission. However, you authorise us to disclose information relating to you and your accounts where we are obliged to comply with the orders of courts, government agencies or other lawful authorities anywhere in the world. In addition, the Bank may, from time to time, be required or requested to disclose such information by a relevant regulatory authority or pursuant to any legal or regulatory process in any territory and shall be entitled to disclose such information in such circumstances. You also accept that the Bank may disclose such information to any relevant third party, outside of the HSBC Group, where the Bank believes that it is necessary or desirable in connection with the performance of its services or the conduct of its business with or for you under this Agreement. You hereby authorise such disclosure of information on your own behalf and are duly authorised to do so on behalf of each owner if any of your accounts are joint accounts.

7.2 In order to provide the Services it may be necessary to store, process, disclose or transmit information relating to you, your Client Delegate(s) and your accounts within the HSBC Group through the HSBC Group's proprietary international telecommunications network or other communications networks. You and your Client Delegate(s) hereby authorise us and any other members of the HSBC Group, to do so, where we reasonably consider this to be required or desirable for the effective provision of Online Banking, or so that services may be processed for us or any member of the HSBC Group in any country or jurisdiction, both inside and outside the European Economic Area (EEA). Citizens of the EEA should be aware that other countries may not provide the same level of protection as the EEA. By this Agreement, you and your Client Delegate(s) agree to your and their data being used as described and that it may be transferred as stated above. Whether it is processed in the UK or overseas, your information will be protected, in accordance with data protection legislation, by a strict code of secrecy and security which all members of the HSBC Group, their staff and any third parties are subject to.

8. Security provisions / viruses / spyware

8.1 You agree to and agree to ensure that all Client Delegates will, comply with the terms of this Agreement and any other reasonable instructions or recommendations we may issue to you regarding Online Banking security including, without limitation those contained in the Client Guide or as displayed and accessible from time to time through the HSBC Private Banking Site.

8.2 You agree that it is your sole responsibility to set-up, maintain and regularly review security arrangements concerning access to and use of, the Services and information stored on your computing and communications systems and in particular your and any of your Client Delegates' control of Passwords, Security Devices and access to Online Banking.

8.3 You must ensure that you and your Client Delegates keep your Password and Security Device secure and secret at all times and take steps to prevent unauthorised use of your Password and Security Device. For example you and your Client Delegates must:

  • never write or otherwise record your Password in a way that can be understood by someone else except where it is required by the Bank for the registration of a Client Delegate or for any other reason as set out in the Client Guide;
  • never reveal your Passwords to anyone else including family members, business colleagues and our staff;
  • destroy any advice from us concerning Passwords promptly;
  • avoid Passwords which may be easy to guess such as passwords used in connection with third parties, sequential numbers and your date of birth or telephone number;
  • inform us immediately that a third party may have seen or have had access to Passwords or usernames;
  • never record Passwords or usernames on any software which retains it automatically (for example, any computer screen prompts or 'save password' feature or the like on the Internet browser);
  • ensure that you and they are not overlooked by anyone or monitored by closed circuit TV and avoid allowing anyone to identify the keys you or they are pressing while logging on when using Online Banking; and
  • change Passwords on a regular basis and do not alternate between passwords/usernames.

8.4 Once you or your Client Delegate have logged on to Online Banking, neither of you should leave at any time the Internet terminal from which you or they have accessed Online Banking or let anyone else use the Internet terminal until you or they have logged off Online Banking. You will be responsible for ensuring that you and each Client Delegate have logged off Online Banking at the end of any session.

8.5 You and your Client Delegates must not access Online Banking or the HSBC Private Banking Site from any public internet access device or access point (e.g., cyber/internet cafes).

8.6 You must notify us immediately of the following:

  • any unauthorised access to Online Banking, or the HSBC Private Banking Site, or any unauthorised transaction or instruction which you or any of your Client Delegates knows of or suspects; or
  • if you suspect someone else knows the Password of one or more of the Client Delegates or has access to any Security Device. In the event of any such breach or suspected breach of security, you must ensure that all your Client Delegates change their Passwords immediately to one which they have not used before.

8.7 You hereby agree to comply immediately with all reasonable requests for assistance from us and/or the police in trying to recover any losses or identify actual or potential breaches of security including, without limitation, giving us prompt access to any Computer.

8.8 If you suspect any impropriety on the part of any Client Delegate in connection with Online Banking or the Services or a Client Delegate on a business account leaves your business, you must ensure that the Primary User or an Administrator immediately takes all steps available to ensure that the Client Delegate involved is unable to access the Services.

8.9 For business accounts, if you suspect any impropriety on the part of the Primary User in connection with the Services or Online Banking or the Primary User leaves your business, you must immediately take steps to replace such Primary User.

8.10 You are responsible for the security of any Security Device held in any manner by you or your Client Delegates. We shall not be liable to you or to third parties for any loss whatsoever arising from the copying, tampering or unauthorised use of any Security Device.

8.11 Online Banking is accessed through the Internet which is a public system over which we have no control. It is therefore your duty to make sure that any Computer is free from and adequately protected against acquiring spyware, computer viruses and other invasive, destructive or disruptive components and has installed on it up to date (and where relevant regularly run) anti-virus and anti-spyware software, a firewall and security patches.

8.12 You agree that you are solely responsible for the performance and protection of any browser, Computer and matters referred to in Clause 8.11 including the prompt adoption by you of all security patches and other security measures issued or recommended from time to time by the suppliers of such browsers, Computers' operating systems and other matters referred to above and we shall not be liable for any damage to/or reduction in the performance of your Computer system or any part of it by the installation and/or use of any browser version, Security Device or other matters referred to above, required to use the Services. You agree to use a browser version and operating system that is supported by Online Banking.

8.13 We will not be responsible for any loss of or damage to your data, software, Computer, computer networks, telecommunications or other equipment caused by you using Online Banking unless such loss or damage is directly and solely caused by our gross negligence or wilful misconduct.

8.14 Except to the extent and circumstances in which we are liable to you under Clause 13 you agree to keep us indemnified against all actions, proceedings, costs, loss and damage of any kind which we or any other member of the HSBC Group may suffer as a result of responding to a Client Instruction or your failure to comply with your duties under this Clause 8.

8.15 You should be aware that we use a very high level of encryption when providing Online Banking. The use of such levels of encryption may be illegal in jurisdictions outside the United Kingdom. It is your responsibility to ensure that, if outside the United Kingdom, your and your Client Delegate's ability to use Online Banking is permitted by local law and we shall not be liable for any loss or damage suffered by you as a result of not being able to use Online Banking in these jurisdictions.

8.16 If you or your Client Delegates use an account aggregation service, you may be liable for any fraud or mistakes that occur on your accounts as a result of using the service. An account aggregation service allows you to see, on one page, details of the online accounts you hold with financial institutions. The service may be provided by a financial institution (with whom you hold an account) or through a website not owned by a financial institution.

9. Security devices

9.1 We grant you a non-exclusive, non-transferable licence to use any Security Device and/or to install any Security Device. Title to and rights in the Security Devices belong to us and, except for the specific rights granted to you by this licence, neither you nor any Client Delegates will acquire any rights whatsoever to the Security Devices, which will remain the property of the Bank.

9.2 We will make all reasonable efforts to ensure that any Security Device that we provide to you will perform as necessary to permit access to Online Banking as and when required. You will notify us immediately if any Security Device fails to function correctly.

9.3 We shall have no liability for breach of any implied term as to satisfactory quality, merchantability or fitness for purpose of any Security Device.

9.4 You will (and will ensure that your Client Delegates) take reasonable care of any Security Device so that it does not become lost, damaged or faulty.

10. Password reset and security device reissue

10.1 Our procedures for re-setting Passwords and replacing Security Devices are available by calling our Help Desk using the telephone number set out in the Client Guide. When a Client Delegate calls, the caller will be taken through security procedures in order to identify the caller as a Client Delegate.

10.2 You hereby request and authorise us from time to time without further authority or notice from you to act upon any telephoned request or instruction to re-set any Password or to revoke and/or deactivate any Security Device of a Client Delegate, or to issue and/or replace a Security Device to any Client Delegate made through the Help Desk. In addition you agree that we shall not be liable to you or any third party for any loss or damage suffered by you or any third party arising from any such request or instruction being unauthorised or fraudulent provided we have gone through our normal security procedures in relation to identification of the person calling and you agree to keep us fully indemnified against any claims or demands arising therefrom.

10.3 We shall not be liable for any losses arising as a result of a refusal by the Help Desk to carry out any of the matters referred to in Clauses 10.1 and 10.2.

11. Disclaimers & systems warranties

11.1 We will use reasonable skill and care in providing Online Banking and the Services. This is the only performance warranty made by the Bank in respect of Online Banking and the Services themselves. We shall have no liability for breach of any implied term as to satisfactory quality, merchantability or fitness for any particular purpose of Online Banking or the Services themselves.

11.2 We further warrant that your use in accordance with this Agreement of any software supplied to you for use in connection with Online Banking or any content, tools or other materials made available to you via HSBC Private Banking Site will not infringe the intellectual property rights of any third party.

11.3 We will take reasonable care to ensure that any information supplied to you or your Client Delegate(s) through the HSBC Private Banking Site or the Services generally, accurately reflects the information in our computer systems or where the information is provided by a third party or institution, accurately reflects the information received from that third party or institution. Due to the nature of the product and circumstances beyond our control, we do not warrant that the information provided through the Services is accurate, sufficient or error-free, or that the information on our system is current and up-to-date at the time it is accessed.

11.4 Some of the information available through the Services may be identified on the screens as subject to a disclaimer or other provisions. If you or your Client Delegates rely on that information, you and they do so subject to the disclaimer or those provisions.

12. Fees & changes to the agreement

12.1 You agree to pay our scale of charges (if any) for providing the Services as we advise you from time to time. We may vary our charges and the frequency and dates of payment on giving you not less than two months' notice. We reserve the right to make a charge for any replacement Security Device where such replacement is necessary as a result of any breach by you or any of your Client Delegates of Clause 9.4. These charges are in addition to any charges for particular banking or other services we might provide in response to your Client Instructions through the Services.

12.2 You authorise us to debit any of your accounts with any charges for the Services.

12.3 We may change the terms of this Agreement subject to us giving not less than two months' prior notice to you or, exceptionally, such shorter period (other than in the case of any variations to our charges) as is necessary for the effective operation of the Services. At any time up to two months from the date of the notice, you may, without notice, terminate this Agreement without having to pay any extra charges for doing so.

13. Our liability to you

13.1 We will take reasonable care to ensure that any information provided to you by Online Banking is an accurate reflection of the information contained in our computer systems or, where the information is provided by a third party, accurately reflects the information we receive from that third party. Due to the nature of the product and circumstances beyond our control, we do not warrant that the information provided by Online Banking is accurate or error free. Some of the information available through Online Banking may be identified on the screens or in the Client Guide as subject to a disclaimer or other provisions. If you rely on that information, you do so subject to the disclaimer or those provisions.

13.2 You agree that unless we have specifically agreed with you otherwise, we shall have no liability whatsoever for (a) any equipment, software or associated user documentation which any party other than us produces at any time for use in connection with Online Banking or (b) any services through which you access Online Banking or which you access through Online Banking which are not controlled by us.

13.3 We shall not be liable to you for any loss you suffer due to any event or circumstances beyond our reasonable control which leads to Online Banking being wholly or partly unavailable such as, but not limited to, technical breakdown, strikes or other industrial action (whether or not involving our employees) or communications or power failure.

14. Your liability for Unauthorised Transactions

14.1 We will refund you the amount of any transaction carried out in accordance with any Client Instruction where your Security Device has been used without your authority, other than in the circumstances set out in Clause 14.2. Where we are liable for any unauthorised transaction, we will credit your account with any money lost up to the amount of the transaction, and any related interest and charges. We will have no further liability to you.

14.2 You will be responsible for all losses (including the amount of any transaction carried out without your authority) if you have acted without reasonable care so as to facilitate that unauthorised transaction, or you have acted fraudulently. For the purposes of this Clause 14.2, acting without reasonable care shall be deemed to include failure to observe any of your security duties referred to in this Agreement.

14.3 Once you have notified us of any unauthorised access to Online Banking or unauthorised transactions or that you suspect that someone else has your Security Device, you will not be responsible for any unauthorised transactions carried out after we have had reasonable time to suspend Online Banking in respect of your account(s) unless we can show you have acted fraudulently.

15. Authority and indemnity from you

15.1 Without prejudice to any other authority covering the same matters you authorise us from time to time to act upon written instructions concerning the administration of Online Banking or the Services, including the re-setting of Passwords, the de-activation, issuing and/or replacement of Security Devices, the replacement of any Primary User and the agreeing of limits.

15.2 Any instruction or request referred to in Clause 15.1 is to be, or must purport to be, signed as follows:

  • in the case of trusts all trustees must sign;
  • in the case of a sole trader the sole trader must sign, and
  • in other cases, the instruction or request must be signed in accordance with the then current bank mandate provided that in the case of a limited company one signature must be that of a director; in the case of a partnership one signature must be that of a partner; and
  • in the case of an unincorporated club or society one signature must be that of the Chairman or Secretary of the committee.

15.3 Where any written instruction or request referred to in Clause 15.1 is sent by facsimile transmission or other electronic communication, you authorise us without further authority (but we shall not be obliged) to act upon such instruction or request. In addition you agree that we shall not be liable to you or any third party for any loss or damage suffered by you or any third party arising from the facsimile transmission or other electronic communication being unauthorised or fraudulent and you agree to keep us fully indemnified against any claims or demands arising therefrom.

15.4 We shall not be liable for any losses arising as a result of any delays when acting in accordance with written instructions howsoever given pursuant to Clause 15.

16. Termination

16.1 You may terminate this Agreement at any time without penalty. Other than in the circumstances set out below we may terminate this Agreement by giving you at least two months' prior notice.

16.2 We may terminate this Agreement immediately if you or any of your Client Delegates commit any act of fraud or if we reasonably suspect fraudulent or criminal activity.

16.3 Either party may terminate this Agreement with immediate effect by notice to the other, if the other party commits a material breach of this Agreement or becomes insolvent under the laws of any applicable jurisdiction.

16.4 Termination will not affect the rights and remedies of either party accrued to the date of termination nor will it affect any provision of this Agreement (including, without limitation, Clauses 13, 19 and 20) which are intended to apply after termination.

16.5 You must ensure that neither you nor any of your Client Delegates do anything on or after termination of this Agreement which will result in the security of the Services or the systems through which the Bank provides the Services or the security of any other clients of the Bank being compromised.

16.6 Upon termination of this Agreement for any reason, any Security Device licences referred to in this Agreement terminate.

16.7 You agree to return or, at our option, destroy, delete or make permanently unusable all copies of the Client Guide, all Security Devices and all other property supplied under this Agreement and in your possession or control within 30 days after the date of termination of this Agreement.

16.8 The site(s) or screen(s) through which you access Online Banking are subject to change by us (including changes to layout) without prior notice to you.

17. Copyrights, trademarks and copying materials

17.1 Please note that HSBC, HSBC Private Banking and our Hexagon logo are registered trademarks.

17.2 We have a licence for or own all copyrights for our internet web site(s) through which you access Online Banking and all trademarks and other materials used on it.

18. Money laundering and other matters

18.1 We may take whatever action we consider appropriate to meet any obligations, either in the United Kingdom or elsewhere in the world, relating to the prevention of fraud, money laundering or terrorist activity and the provision of financial and other services to persons who may be subject to sanctions.

18.2 These actions include, but are not limited to, investigating and intercepting payments into and out of your account(s) and investigating the source of or intended recipient of funds. It may also include making enquiries to establish whether a person is subject to sanctions.

18.3 We shall not be liable for any loss, liability, delay or cost incurred by you as a result of us taking such actions; and we do not warrant that any information on our systems relating to any payment messages and communications will be accurate or complete to the extent that it relates to any Client Instruction which is subject to such an action when such information is provided.
To help us comply with the above obligations, you agree to comply with such procedures as may be specified by us from time to time ('Procedures'). You also agree that, each time a Client Delegate is appointed, you will within seven days notify us in writing and provide the new Client Delegate name and address together with a specimen signature in accordance with the Procedures. In addition, you agree that as part of the process of appointing any Primary User, you will provide a specimen signature of such Primary User and that it may be necessary for us to take steps to identify such Primary User in accordance with the Procedures.
18.4 To help us comply with the above obligations, you agree to comply with such procedures as may be specified by us from time to time ('Procedures'). You also agree that, each time a Client Delegate is appointed, you will within seven days notify us in writing and provide the new Client Delegate name and address together with a specimen signature in accordance with the Procedures. In addition, you agree that as part of the process of appointing any Primary User, you will provide a specimen signature of such Primary User and that it may be necessary for us to take steps to identify such Primary User in accordance with the Procedures.

19. Miscellaneous

19.1 This Agreement is the entire agreement between the parties concerning the use of Online Banking and supersedes all previous agreements, communications, representations or discussions between you and us relating to it. Any other agreements between us and you and/or mandates relating to the conduct of your accounts shall remain unaffected.

19.2 Any notice to be given under this Agreement must be communicated by post or through Online Banking. If by post the notice will be taken to have been received 5 days after posting by one party to the postal address most recently notified by the receiving party and, if through Online Banking, when it is received by the receiving party's Computer which, in the case of the Client, means any Computer used by the Client or any Client Delegate.

19.3 Where the Client is a partnership, this Agreement will continue in force unless revoked by notice given by any one partner, notwithstanding any change of name of the partnership, admission of new partner(s) or any partner ceasing to be a member of the partnership by reason of death or otherwise.

19.4 Where we introduce new services as part of the Services we may provide them on supplementary terms which will be notified to you in accordance with this Agreement.

19.5 We and you both agree to comply with all applicable data protection and other laws to the same or similar purpose in all relevant jurisdictions. You confirm that all employees and other persons whose personal or other data is transmitted, processed or otherwise handled have consented to such transmission, processing or other handling under this Agreement in accordance with these laws, or will do so prior to any such transmission, processing or other handling and will indemnify and hold the HSBC Group harmless from all costs, penalties, damages and other losses incurred as a result of any breach of this provision.

19.6 Each of the terms of this Agreement is severable from the others and if one or more of them becomes void, illegal or unenforceable, the remainder will not be affected in any way. References in this Agreement to clauses are references to clauses of this Agreement unless expressly stated otherwise.

19.7 Subject to the applicable laws of evidence, each party agrees not to object to the admission of the records (including computer records) of the other as evidence in legal proceedings.

19.8 No Primary User or Client Delegate may be under the age of 18 years.

19.9 Subject as provided below a person which is not a party to this Agreement has no right to enforce any provision of this Agreement. Members of the HSBC Group which are not parties to this Agreement and any sub-contractor of any HSBC Group member may nevertheless enforce this Agreement against you, subject to and in accordance with this Agreement and any applicable regulations and laws including without limitation the Contracts (Rights of Third Parties) Act 1999. The parties to this Agreement do not require the consent of any person who is not party to this Agreement to rescind or vary this Agreement at any time.

19.10 We may at any time appoint one or more agents to provide all or any part of the Services and references to "we", "us" or "our" will include references to such agents. You agree that such parties shall have the benefit of any provisions of this Agreement which limit our liability.

19.11 We shall take all reasonable precautions to ensure that the HSBC Private Banking Site is free from computer viruses and each party shall take all reasonable precautions to ensure that communications through the HSBC Private Banking Site and the Online Banking Service are not affected by computer viruses. You shall implement regular back-ups of your data and take such other steps as are reasonably necessary to protect your data and systems.

19.12 We may at any time assign or transfer any or all of our rights, benefits and obligations under this Agreement to any person. If we do so your own rights, benefits and obligations under this Agreement will stay exactly the same but you will be bound to any such person to whom we assign or transfer. That person will have our rights, benefits and obligations to the extent that these are assigned or transferred. We will be released automatically from our obligations to the extent that these are assumed by that person. Your rights, benefits and obligations under this Agreement are not capable of assignment, transfer or any other dealing what so ever.

19.13 No delay or failure by the Bank to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

20. Law & proceedings

20.1 This Agreement and any dispute, claim or issue arising out of or in connection with it (whether of a contractual or non-contractual nature, such as claims in tort, for breach of statute or regulation or otherwise) shall be governed by the laws of England and Wales. You and we irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of the above matters.

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