ANZ GENERAL BANKING CONDITIONS

ANZ GENERAL BANKING CONDITIONS

GENERAL BANKING CONDITIONS
INTRODUCTION

(j)

These ANZ General Banking Conditions set out the terms on which the
Bank provides its Customer with one or more Accounts and Services
and must be read together with:
(a)
the Definitions Schedule and any applicable Country Schedule,
Counterparty Schedule and Service Schedule, each of which is
a supplement to these ANZ General Banking Conditions; and
(b)
the relevant Application Form and Fee Schedule.
Unless defined in these ANZ General Banking Conditions, capitalised
terms used in these ANZ General Banking Conditions have the
meanings given to them in the Definitions Schedule.

1.

CUSTOMER RESPONSIBILITIES,
REPRESENTATIONS AND WARRANTIES

1.1
(a)

Customer Agreements. The Customer agrees:

to provide the Bank with all information and documentation as
the Bank may reasonably request from time to time, including
as may be required by Law or any agreement or arrangement
with any local or foreign Authority. The Customer
acknowledges that all information provided to the Bank shall
be accurate, complete, up to date and not misleading;
to promptly notify the Bank of any changes to information
previously provided to the Bank. The Customer agrees that
until the Customer has notified the Bank of such change and
the Bank has had a reasonable opportunity to act on such
notification, the Bank may rely on the information previously
provided to it;
to comply with all instructions and procedures that the Bank
may from time to time impose in relation to the operation or
use of any Account or any Service, including, without
limitation, any identity checks, verification procedures or other
security procedures that the Bank may use to establish
authenticity of Instructions or prior to carrying out any Service
or part of a Service;
to make its own assessment as to whether it is subject to any
legal, regulatory or tax obligations or duties in respect of the
Agreement or any Account or Service and at all times comply
with such legal, regulatory and tax obligations and duties. The
Customer acknowledges that the Bank is not providing any
legal, tax or accounting advice in respect of any Account or
Service, or any advice regarding the suitability or profitability
of any transaction associated with any Account or Service;
to inform the Bank as soon as possible of any error, dispute or
suspicion of fraud or illegality in respect of any Account,
Service or any Instruction;
to use all reasonable precautions to prevent fraudulent or
unauthorised access to an Account or the use of any Service;
to inform the Bank as soon as possible of the occurrence of any
Termination Event;
that its rights in respect of an Account are personal to the
Customer, and notwithstanding any other provision contained
in this Agreement, a purported dealing by the Customer in
relation to those rights (including by way of assignment,
transfer, Security, declaration of trust or otherwise) will not be
effective to give anybody other than the Customer any right or
interest in an Account as against the Bank;
that it is responsible for maintaining the security of its data and
ensuring that its data is adequately backed-up. The Customer
agrees that the Bank is not liable to the Customer for any loss

(b)

(c)

(d)

(e)

(f)
(g)
(h)

(i)

1.2
(a)

(b)

of its data; and

that the Customer will not:
(i) decompile, disassemble, reverse engineer, modify,
enhance, adapt, translate, resell, distribute, licence,
sublicence, assign or make copies of, or remove any
copyright or proprietary notice from the Banks or Third
Parties intellectual property and any Electronic Banking
Channel;
(ii) do anything which interferes with, tampers with, or
otherwise adversely affects, any Bank and/or Third Partys
intellectual property rights used in relation to any
Electronic Banking Channel; and
(iii) use the Bank or any Third Partys intellectual property or
any software of any Electronic Banking Channel to
develop other software or computer applications or tools.
Role, Authority and Representations of Agent.
Representations in respect of Agent. Where the Customer
appoints an Agent, each of the Customer and the Agent
represents and warrants to, and agrees with, the Bank that:
(i) the Customer has appointed the Agent as its agent to
enter into the Agreement with the Bank on behalf of the
Customer, and has authorised the Agent to act or omit to
act in any way the Customer itself could act or omit to act
with respect to the Agreement and any Account or
Service, including, without limitation, in relation to the
following:
(A) the receipt of or access to any information relating to
the Agreement, an Account or a Service;
(B) the operation of an Account or a Service, including the
issuing of any Instructions to the Bank in respect of an
Account or a Service;
(C) the agreement to any supplement to, or amendment,
restatement or variation of, the terms of the
Agreement, including, without limitation, the
addition or removal of any Service;
(D) the execution of any document and performance of
any act required to effect or implement any of the
above matters,
and the Customer will be bound by all such acts and omissions
whatsoever that the Agent shall do or cause to be done or omit
to do or cause to be omitted to be done;
(ii) the Bank is authorised to deal with the Agent as the agent
of the Customer until and unless it receives written notice
from the Customer that the Agent is no longer authorised
to act as the agent of the Customer, and any such
termination of authority shall not affect any prior acts or
omissions of the Agent being binding on the Customer;
and
(iii) the Customer and the Agent have obtained all necessary
consents and taken all necessary action or steps to ensure
that the arrangements contemplated above are carried
out with due authority and in accordance with applicable
contractual or legal requirements.
Bank to Deal with Customer Only. The Bank shall not be obliged
to deal with any Agent but may elect to do so in its absolute
discretion and subject to such conditions, limitations or
restrictions as the Bank may from time to time impose. Unless
otherwise agreed by the Bank, in the event of any dispute
arising out of or in connection with this Agreement (including,
without limitation, as a result of any act or omission by the
Agent), the Bank shall deal solely with the Customer.

ANZ GENERAL BANKING CONDITIONS

1.3
(a)

(b)

(c)

(d)

(e)

(f)

1.4
(a)

Authorised Persons. The Customer acknowledges and agrees

that:
each Authorised Person is authorised by the Customer to give
Instructions, perform any acts or obligations under the
Agreement for and on behalf of the Customer and bind the
Customer under the Agreement and any transaction
contemplated by the Agreement in relation to an Account or
any Service;
the Customer is responsible to the Bank for all Instructions
signed, initiated, sent or given by an Authorised Person and all
acts of an Authorised Person (including fees, charges and
liabilities incurred or to be incurred or arising from such
Instructions or acts);
the Bank may rely on any Instruction or agreement signed,
initiated, sent or given by an Authorised Person which
purports or appears to be genuine and to have been signed,
initiated, sent or given by an Authorised Person by whom it
purports to be signed, initiated, sent or given, notwithstanding
that the Customer subsequently alleges that such instruction
or agreement is not authorised by the Customer;
each Authorised Person will continue to be authorised until
such time as the Bank receives written notice from the
Customer to the contrary and until receipt of such notification,
the Bank will be entitled to rely on, and will be fully protected
in acting on, the information relating to the Authorised
Persons previously provided to it;
the Bank may require each Authorised Person to be identified
according to any Law or any other requirement reasonably
specified by the Bank. The Bank may, in its discretion, not
process or act on any Instruction until it has completed the
verification of identity checks required by all applicable Law;
and
where the Bank has agreed to provide the Customer with
Confidential Payment Services, it is the Customers
responsibility for ensuring that only relevant personnel as
selected and authorised by the Customer are appointed as
Authorised Persons in respect of such Confidential Payment
Services.
Communication Channels and Instructions.
Channels and Instructions. The Customer agrees:
(i) to use a Channel only for the purpose of (A) accessing an
Account or (B) using a Service or (C) giving Instructions;
(ii) to comply with all applicable Laws in (A) its use of, (B) the
giving of Instructions in respect of, and (C) any
transactions initiated via, any Channel;
(iii) to ensure that any Instruction is correct, complete and
authorised and that the Bank is entitled to assume so;
(iv) that any Instruction is irrevocable;
(v) that the Bank may (but is not obliged to) enquire about or
attempt to verify the authenticity of any Instruction;
(vi) that the Bank may act on any Instruction even if such
Instruction is contrary or inconsistent with any other
existing Instruction received by the Bank;
(vii) that, if requested by the Customer, the Bank will use
reasonable endeavours to cancel a transaction (including
any payment) which the Bank has carried out following
receipt of an Instruction or, if not carried out, to stop the
further processing of the transaction (including the
payment), but the Bank will have no liability for failure to
do so. The Customer acknowledges and agrees that in
respect of any payment, if it requests the Bank to cancel an

(b)

Instruction, the Bank may not return the funds to the

Customer until they are received by the Bank.
(viii) that the Bank may refuse to act on any Instruction if:
(A) the Instruction has not been received prior to the
relevant Cut-off Time;
(B) the Instruction is incorrect, incomplete, unclear or
inconsistent or does not comply with the format
specified by the Bank or agreed with the Bank;
(C) the Instruction appears to the Bank to be
unauthorised, not authentic or in breach of any
relevant security measure;
(D) (whether in respect of a future value date Instruction
or otherwise) the value of any Withdrawal in an
Instruction exceeds the Cleared Funds available in the
relevant Account at the relevant time or any
maximum limit allowed by the Bank or agreed by the
Customer;
(E) the Instruction is not within any processing limits set
by the Bank or threshold or authorisation limits set by
the Customer (where applicable converted into the
relevant currency at the Applicable Rate);
(F) accepting or acting upon any Instruction would
require any action by or information from the Bank on
a day that is not a Business Day;
(G) accepting or acting upon any Instruction would cause
a breach of any other agreement between the Bank
and the Customer or any applicable Law, Sanction,
requirement of any competent Authority or any
internal policy relating to corporate governance, risk
management or audit; or
(H) a Termination Event has occurred.
Electronic Banking Channel. In respect of an Electronic Banking
Channel, the Customer acknowledges and agrees that:
(i) the Customer shall be responsible for identifying and
establishing the appropriate Users and ensuring that only
those Users have access to the Electronic Banking
Channel and, in respect of an Authorised User, the
Customer shall also be responsible for creating the
relevant authorities for those Authorised Users ;
(ii) Instructions given through the Electronic Banking Channel
shall be legal, valid and binding on the Customer and shall
have the same legal effect, validity and enforcement as if
signed in writing;
(iii) If the Bank provides the Customer with Security Devices
for use by the Customer to access the Electronic Banking
Channel, all title and rights in such Security Devices
belong to the Bank and will remain the property of the
Bank. The Customer shall return the relevant Security
Device to the Bank as soon as reasonably practicable if a
Users right to access the Electronic Banking Channel is
cancelled and/or if otherwise required by the Bank;
(iv) information made available by the Bank through the
Electronic Banking Channel may only be updated at
certain intervals and as such may not reflect Instructions
given or transactions made through the Electronic
Banking Channel in real time;
(v) it will take appropriate steps to ensure its computer or any
Mobile Device has the appropriate software to access and
operate an Electronic Banking Channel and is protected
against malware, viruses and unauthorised access;
(vi) it will ensure that all Credentials are provided only to those of

ANZ GENERAL BANKING CONDITIONS

(c)

its employees who are Users, and that each User is

required:
(A) to maintain the strict confidentiality and secrecy of
his/her Credential; and
(B) not to record his/her Credential in any written form;
(vii) it will notify the Bank immediately by telephone (and
must confirm such notice in writing to the Bank within 48
hours of such call) if the Customer believes or suspects
that there has been or may be:
(A) any fraudulent or unauthorised access to, or use of,
any Credential or Electronic Banking Channel; or
(B) any breach of any other security procedure prescribed
by the Bank,
(together a Security Alert), and unless and until the
Customer notifies the Bank as provided above, the
Customer will remain responsible for, and be bound by,
any communications (including all Instructions) which the
Bank receives that are accompanied by, or sent following
input of, a valid Credential, regardless of whether such
communication were, in fact, made or authorised by the
Customer. If after investigation the Security Alert is
determined by the Bank to be false, the Customer remains
bound by the communication;
(viii) following the Banks receipt of a notice referred to in
Clause 1.4(b)(vii) above, the Bank may take such action
as the Bank considers appropriate to seek to mitigate or
remedy the relevant Security Alert, including
suspending the Customers further use of an Electronic
Banking Channel until such time as the Security Alert
has been resolved;
(ix) as electronic services are subject to interruption,
unavailability or breach of security for a variety of
reasons, access to and use of any Electronic Banking
Channel is offered on an as is, as available basis only.
The Customer is responsible for ensuring that the
Customer has adequate contingency plans to enable
the Customer to transact business by other means
should there be an interruption to or unusual delay in
respect to the operation of an Electronic Banking
Channel and the Customer acknowledges the Bank is
not liable for any inaccurate content or information in
any Electronic Banking Channel.
Non-preferred Channels. Where Instructions are provided
through a non-preferred Channel, the Customer acknowledges
and agrees that:
(i) the Customer accepts any risks in initiating and sending
Instructions through a non-preferred Channel (which it
acknowledges is not a secure means of sending
Instructions and that the Customer is using the
non-preferred Channel for its own convenience and
other efficiency benefits), including the risk that an
Instruction may be given that is incomplete, inaccurate
or not received in whole or in part by the Bank, that an
Instruction may be mistakenly given or altered or that
an Instruction, or a request or instruction purporting to
be an Instruction, may be fraudulently given, altered or
not otherwise authorised by the Customer and acted
upon by the Bank;
(ii) the Bank is not obliged to act on or rely upon any such
Instruction; but should the Bank elect (at its discretion)
to act on such Instruction, it may (but is not obliged to)
carry out verification checks or other security measures

(d)

(e)

1.5
(a)

as required (regardless of the nature of the transaction

or arrangement or the amount of money involved); and
(iii) where the Bank elects to act on such Instruction, the Bank
is entitled to treat such Instruction as being fully
authorised by and binding on the Customer (whether or
not verification checks or other security measures are
carried out).
Recording of Communications. Subject to applicable Law, either
party may record any telephone calls between them for quality
control, security audit and legal and regulatory compliance
purposes and may produce records of these communications
as evidence in proceedings brought in connection with the
Agreement.
Notice by Electronic Communication. The Customer:
(i) agrees that any notices from the Bank may be provided by:
(A) electronic communication to the Customers
nominated electronic address or nominated mobile
number; or
(B) being made available on the Banks website at
www.anz.com for retrieval by electronic
communication with the Customer, on the condition
that the Bank;
(1) promptly notifies the Customer by electronic
communication to the Customers nominated
electronic address or nominated mobile number
that the information is available for retrieval on the
Banks website at www.anz.com, and the nature of
the information; and
(2) provides the Customer with the ability to readily
retrieve the information by electronic communication.
(ii) may vary the Customers nominated electronic address or
terminate the Customers agreement to accept electronic
communication by providing written notice to the Bank;
(iii) may request the Bank to provide the Customer with a
paper copy of the information made available on the
Banks website at www.anz.com within six months from
the receipt of the relevant electronic communication to
the Customers nominated electronic address advising the
information is available for retrieval; and
(iv) agrees any electronic communication sent by the Bank to
one joint account holder, trustee, partner or person in any
entity comprising more than one person shall be deemed
to be received by all joint account holders, trustees,
partners and persons jointly.
Customers Representations and warranties.
The Customer represents and warrants to the Bank, that:
where the Customer is a corporation,
(i) the Customer is duly incorporated, established and validly
existing under the Law of the Customers country of
incorporation, establishment or constitution (as the case
may be);
(ii) the Customer has the power to enter into and perform, and
has taken all necessary action to authorise the entry into
and performance of the Agreement to which the
Customer is or will be a party and the transactions
(including any loans to and borrowings from any
companies related to the Customer) contemplated by the
Agreement;
(iii) it is for its corporate and commercial benefit for it to enter
into the Agreement, and doing so is consistent with its
corporate interest; and

ANZ GENERAL BANKING CONDITIONS

(b)

1.6
(a)

(b)

(c)

(d)

(e)

1.7
(a)

(b)

(iv) neither the signing, delivery or performance of the

Agreement nor any Instruction or transaction contemplated
by the Agreement does or will contravene or constitute a
default under, or cause to be exceeded:
(A) any Law applicable to the Customer or any of the
Customers assets;
(B) the Customers constitutional documents; or
(C) any agreement which is binding upon the Customer;
and
where the Customer is acting as an agent on behalf of another
person or entity, it has the full capacity and authority to enter
into the Agreement and agrees to be subject to the same
obligations under the Agreement as if it were acting on its own
behalf.
Anti-Money Laundering.
Notwithstanding any other provision contained in this
Agreement to the contrary, the Bank is not obliged to do or
omit to do anything if it would, or might in its reasonable
opinion, constitute a breach of any anti-money laundering,
counter-terrorism financing or economic or trade sanctions
laws or regulations applicable to the Bank.
The Customer must promptly provide to the Bank all
information and documents that are within its possession,
custody or control reasonably required by the Bank in order for
the Bank to comply with any anti-money laundering,
counter-terrorism financing or economic or trade sanctions
laws or regulations applicable to the Bank.
The Customer agrees that the Bank may disclose any
information concerning the Customer to any Authority where
required by Law.
The Customer agrees to exercise its rights and perform its
obligations under the Agreement in accordance with all
applicable
anti-money
laundering,
counter-terrorism
financing or economic or trade sanctions laws or regulations.
The Customer declares that it is acting on its own behalf and
not in a trustee or agency capacity, unless otherwise disclosed
to the Bank.
Intellectual Property.
The Customer acknowledges and agrees that all intellectual
property rights in any document, software, data, thing or
process forming part of or used in relation to an Account or
Service or a Channel are owned by either the Bank or a Third
Party and that the Customer does not have, and operation or
use of an Account or any Service or a Channel does not give the
Customer, any right, title or interest in such intellectual
property right.
The Customer agrees and undertakes not to do anything
which interferes with, tampers with or otherwise adversely
affects any intellectual property rights forming part of or used
in relation to an Account or Service or a Channel.

2.

BANK RESPONSIBILITIES

2.1

Services and Service Schedules. The Bank shall provide one or

more Services to the Customer as agreed from time to time
with the Bank. To the extent the provision of a Service is not
addressed in the Conditions, the applicable Service Schedule
shall apply to the provision of such Service.
Independent Contractors, Agents and Third Parties
The Bank may use a Third Party or a Third Party System in
connection with any Service. Where the Bank appoints any

2.2
(a)

(b)

2.3

2.4

(a)
(b)
(c)
(d)
2.5

2.6

2.7

Third Party or uses any Third Party System, unless otherwise

agreed with the Customer the Bank will only be liable as
provided under Clause 2.4 in respect of any such Third Party
that is its agent and not otherwise. The Bank will not be liable
for any Loss of the Customer where the Customer appoints or
selects the Agent or Third Party System.
The Customers only recourse in connection with an Account
or Service is against the Bank alone in accordance with Clause
2.4 and not against any Third Party.
Bank Role. The Bank is not acting as a fiduciary for or an advisor
to the Customer in respect of the Agreement or any
transaction thereunder.
Bank Liability. The Bank shall not be liable to the Customer or
any Agent for any Loss suffered or incurred or which may arise
directly or indirectly in any way arising from or in any way
connected with an Account or any Service, save that the Bank
shall remain liable to the Customer or such Agent, as
applicable, for any direct Loss to the extent only that, that Loss
is caused by the Banks (or its agents) gross negligence, wilful
misconduct or fraud. Notwithstanding the above, the Bank
will not in any circumstances be liable for:
loss of data or business which the Customer or Agent may
suffer;
any interruption to business;
any failure to realise anticipated savings; or
any consequential, indirect, special, punitive or incidental
Losses.
Performance of Services. To the maximum extent permitted
by Law, the Bank makes no, and disclaims all, warranties,
undertakings, guarantees, conditions, covenants and
representations, including pre-contractual representations,
(together the Statements), in each case whether express,
statutory, implied or otherwise arising from course of
performance, course of dealing or usage of trade (or their
equivalents under the laws of any jurisdiction), regarding
Services, including any Statement:
(a) of merchantability, fitness for a particular purpose or use,
title, non-infringement, timeliness, currency, absence of
viruses or damaging or disabling code;
(b) that a Service (or access to any portion thereof) will be
uninterrupted or error-free; or
(c) that defects in the Service will be correctable or corrected,
and the Customer assumes the responsibility to take adequate
precautions against damages to its operations which could be
caused by defects, interruptions or malfunctions in the Service.
In particular, the Customer acknowledges and agrees that
where any file conversions are required in the use of the
Service that the Customer will bear the risk of any errors or
deficiencies in such file conversion.
Compliance with Verification Checks And Security
Procedures. The Bank shall not at any time be obliged to carry
out a Service or any part of a Service in the event that any
identity checks, verification procedures or other security
procedures that the Bank may, at its discretion, impose in
respect of that Service have not been complied with to its
satisfaction.
Force Majeure Event. Notwithstanding the foregoing, the
Bank shall not be responsible or liable for any Loss incurred or
sustained by the Customer due to a Force Majeure Event. If, as
a result of a Force Majeure Event, the Bank becomes unable,
wholly or in part, to perform any of its obligations under the

ANZ GENERAL BANKING CONDITIONS

Agreement or to provide or maintain an Account or a Service,
the Bank will suspend the relevant Account or Service until the
relevant Force Majeure Event has ceased to affect the
availability of the Account or Service.

3.

ACCOUNTS AND SERVICES

3.1

Opening of Accounts. The Bank shall open and maintain one

or more Accounts for the Customer from time to time as
agreed by the Bank. The opening and operation of each
Account shall be subject to the Agreement, any applicable
Law, Sanction and the rules of any relevant Authority.
Types of Account.
The Bank may, in its sole discretion, agree to provide the
Customer with one or more current Accounts or time or fixed
term deposit Accounts.
The Customer shall provide the Bank with the necessary
Instructions with respect to the handling of any time or fixed
term deposit Account at maturity. In the absence of any
Instructions, the Bank may (but is not obliged to) renew the
time or fixed term deposit Account by placing, as a fresh
deposit, the principal plus accrued interest for such period as it
deems fit or as permitted under applicable Law. Interest shall
be payable based on the rate determined by the Bank or as
agreed between the Bank and the Customer. Any withdrawal
prior to its maturity date may only be made with the prior
consent of the Bank and on such terms and conditions as the
Bank may impose from time to time. The Bank may withhold
some or all of the interest payable or may impose charges on
any time or fixed term deposit Account from which
withdrawals are made prior to maturity.
Currency of Account.
Any debits and credits denominated in a different currency
from that of the relevant Account shall be converted into the
relevant currency at the Applicable Rate. Any charges incurred
in connection with such conversion will be for the account of
the Customer. The Bank is only obliged to effect a payment or
a transfer of funds to or from an Account at the place where the
Account is established and held.
In respect of any Account:
(i) the Bank assumes no liability for any diminution in the
value of funds in any Account for any reason whatsoever
(for example, fluctuation in exchange rates, taxes or
depreciation) or the unavailability of such funds on
maturity due to restrictions on convertibility, requisition,
involuntary transfers, moratoria, exchange controls or any
Force Majeure Event;
(ii) if the country of origin of any currency restricts the
availability, credit or transfers of any funds in that currency,
the Bank will have no obligation to pay, from any Account,
such funds in that currency. The Bank may (but shall not be
obliged to) discharge its obligations with respect to such
funds by paying to the Customer, at any time (whether
before or after maturity), such funds in any other currency
at any exchange rate and in any manner as the Bank may
determine at its discretion. The Customer agrees that any
such payment shall constitute good, valid and complete
discharge of the Banks obligations to the Customer with
respect to such funds;
(iii) without prejudice to Clauses 3.3(b) (i) and (ii) above, the
Customer acknowledges that all deposits in Foreign
Currency Accounts are subject to fluctuations in prevailing
market conditions which upon maturity may result in

3.2
(a)

(b)

3.3
(a)

(b)

3.4

3.5
(a)

(b)

either gains or losses to earnings and/or investments; and

(iv) the Customer acknowledges that opening of any Foreign
Currency Account may be subject to such terms and
conditions as may be imposed by the Bank from time to
time.
Interest. Each Account may or may not be interest bearing as
notified by the Bank to the Customer. The rate, if any, at which
interest shall accrue on the amount maintained in an Account
shall be as agreed between the Bank and the Customer or,
where there is no such agreement, as determined by the Bank
in its discretion and notified by the Bank to the Customer from
time to time.
Deposits and Receipts.
Cash Deposit. In connection with any cash deposit into any
Account:
(i) such deposit will be subject to such limits as the Bank may
specify. The Bank shall be entitled to refuse any cash for
deposit if, in its sole determination, the Bank is unable to
satisfy itself as to the origin of any such cash;
(ii) if the Bank agrees to accept cash deposits in a currency
other than the currency of the jurisdiction of the relevant
branch at which the deposit is made (Branch Currency),
the Customer agrees that the Bank may convert that cash
received from the Customer into the Branch Currency at
the Applicable Rate; and
(iii) the Customer acknowledges and agrees that deposit slips
are not valid receipts or documents of title. If the amount
indicated on the deposit slip differs from that of the Banks
cash count, the Banks cash count shall be final and
conclusive.
Cheque Deposit. In connection with any cheque deposit made
into any Account:
(i) when cheques (whether drawn on domestic banks or
foreign) are deposited for credit to the Account, the Bank is
not obliged to credit the Account immediately and may
not credit the Account, until and unless the proceeds are
considered to be Cleared Funds;
(ii) the Bank will debit the Account with the credited amount,
together with all applicable charges, interest and
commissions relating thereto, if the cheque is
subsequently dishonoured or unpaid for any reason;
(iii) the Bank shall have absolute discretion to accept or refuse
any cheque or Instrument for deposit. All cheques
deposited are received by the Bank as agent for collection.
The Bank may in its discretion process a cheque even if
there is a difference in the beneficiary name specified on
the cheque as compared to the account name of the
Customer. Dishonoured cheques may be returned by post
to the Customer, at its last known address, at the
Customers own risk and expense;
(iv) the Bank may agree with banks or clearing houses to vary
procedures and timelines relating to the collection of
returned cheques or any other item. The Bank is not
responsible for actions taken by such banks (or their
agents) or clearing houses or for the loss or destruction of
any such item in possession of such banks or clearing
houses or while in transit. The Customer agrees to use
reasonable efforts to assist the Bank in locating or
obtaining replacements of items lost while in the Banks
possession;
(v) the Customer shall immediately notify the Bank if it

ANZ GENERAL BANKING CONDITIONS

(c)

(d)

becomes aware that any cheque (whether completed or

in blank) is lost or stolen. The Customer shall not use any
Account to allow any third party to issue cheques or
otherwise use such Account unless specifically agreed to
in writing by the Bank. The Customer shall not issue
cheques that are post-dated and the Bank shall not be
liable for any Loss caused by premature payment or
certification of a post-dated cheque. Further, the
Customer shall not insert and the Bank is not required to
comply with, any condition, restriction or legend on any
cheque;
(vi) the Customer agrees that the Bank need not give notice of
dishonor or note and protest of any dishonoured
Instrument to which the Customer is party and of which
the Bank is the holder;
(vii) any cheque which is returned unpaid from the drawee
bank or the Correspondent will be returned by the Bank
to the Customer along with the respective return memos.
However, if any such returned cheque is stolen, lost in
transit or misplaced by the drawee bank or the
Correspondent then the Bank will not be under any
obligation to return that unpaid cheque to the Customer.
In such cases, the Banks statement intimating the
non-payment and the loss of the returned cheque will be
final and binding on the Customer; and
(viii) the Customer agrees and confirms that it will be the
Customers obligation to resolve any discrepancy that
may be caused by the drawee bank issuing a realisation
certificate in respect of an item for which the Bank or its
Correspondent may have received intimation that the
said cheque/draft has been returned unpaid, or otherwise
remains outstanding.
Direct Debit Services. The Bank will provide an electronic
collection service to enable monies to be drawn from a
Customers clients account via a Third Party System, provided
the Customers client has provided authority to do so. The
Customer acknowledges and agrees that the Bank is not
required at any time to verify or check that the Customer has
complied with any of its obligations in regard to the use of the
Direct Debit Service.
Receipts. In respect of any funds received by the Bank for the
account of the Customer:
(i) unless otherwise notified by the Bank to the Customer,
any such funds shall be made available for use by the
Customer in accordance with the Banks usual policy and
practice for receipt of funds;
(ii) unless otherwise instructed by the Customer, the Bank may
deposit such funds into any of the Customers Accounts. If
any funds are in a currency in which the Customer does
not have an Account, the Bank may, in its absolute
discretion either (A) open a new Account in such currency
for crediting such funds or (B) convert the sum received
into a currency in which the Customer has an Account at
the Applicable Rate;
(iii) if the Customer instructs the Bank to deposit funds into a
particular Account and the funds received by the Bank are
in a currency which is different from that of such Account,
the Bank shall convert the sum received into the currency
of such Account at the Applicable Rate; and
(iv) where
(A) funds credited to any Account in anticipation of receipt
of funds (I) are not actually received by the Bank or (II)

3.6
(a)

have been credited in error or as a result of fraud; or

(B) the Bank is (I) obliged to return funds credited to any
Account or (II) does not receive funds for the
Customers credit on the date advised by or on behalf
of the Customer; or
(C) the Bank has reasonable grounds for doing so,
the Bank shall be entitled to debit any Account with the
amount previously credited (where applicable, converted
at the Applicable Rate) together with any applicable
charges, interest and commissions relating thereto.
Withdrawal and Payments.
Withdrawal and Payments. In respect of any Withdrawal from
an Account or payment Instructions by the Customer:
(i) the Bank will, subject to any limit agreed or imposed by
the Bank, allow a Withdrawal from such Account:
(A) if the Customer has Cleared Funds in such Account at
least equal to the Withdrawal amount;
(B) if the Withdrawal, including any Instruction, is
completed in compliance with the Agreement; and
(C) regardless of whether the relevant Instrument
presented to the Bank is drawn, endorsed or payable
to cash, bearer or the order of the signatory or any
Authorised Person;
(ii) the Bank may, in its sole discretion, allow a Withdrawal of
funds which are not Cleared Funds. If such funds are
subsequently reversed or dishonoured, the Bank may
exercise recourse against the Customer and the Customer
will be liable for the value of the relevant debit to such
Account;
(iii) if it is not practicable for the Bank to honour the
Customers requested Withdrawal method, the Bank may
honour any Withdrawal request by provision of a Bank
Cheque for effecting the relevant payment;
(iv) the Bank will process any Instructions on the payment date
specified by the Customer, provided:
(A) the Instruction has been received by the Bank prior to
the relevant Cut-off Time;
(B) the payment is within any processing limits set by the
Bank or threshold or authorisation limits set by the
Customer (where applicable converted into the
relevant currency at the Applicable Rate); and
(C) the Account has sufficient Cleared Funds or adequate
credit arrangements in place to make the payment
specified in the Instruction;
(v) if an Instruction is received on or specifies a payment date
falling on a non-Business Day, the payment will be
processed on the next Business Day, unless otherwise
agreed between the Bank and the Customer;
(vi) the Bank is, on receipt of an Instruction, authorised to debit
the relevant Account for the amount of the payment and
to deduct any applicable commission, fees, charges and
expenses;
(vii) unless specified by the Customer in any Instruction, the
Bank may determine the order of priority of any payment
in any Instruction;
(viii) notwithstanding any Instruction by the Customer to the
contrary, the Bank reserves the right to use any Third Party
System, any Third Party and any Agent in the execution of
any funds transfer Instruction and may otherwise use any
means of executing the funds transfer Instruction which

ANZ GENERAL BANKING CONDITIONS

the Bank deems reasonable in the circumstances;
(ix) in respect of any International Payment:
(A) the Customer acknowledges and agrees that a
Correspondent may charge commissions, fees or
charges in making an International Payment to a
payees account. The Bank has no control over such
commissions, fees or charges. They may either be: (I)
paid by the payee separately or be deducted by the
Correspondent from the funds paid to the payees
account. Where such a deduction is made by the
Correspondent, the payee will receive funds less than
the value amount specified in the Instruction; or (II)
paid by the Customer to the Bank in accordance with
the Fee Schedule;
(B) a Correspondent may at any time convert a payment to
its own preferred currency before effecting the
payment; and
(C) the Bank may receive payment of commission from or
enter into commission/revenue sharing arrangements
with its Correspondent, the amount of which will
depend on various factors, including the volume of
business between the Bank and that Correspondent;
(x) the Customer acknowledges and agrees in connection with
any funds transfer Instruction:
(A) the Bank may rely upon (I) the identifying number of
the beneficiary, (II) the beneficiarys bank or (III) any
Third Party included in the funds transfer Instruction.
Further, the Customer acknowledges that the
beneficiarys bank may make payment on the basis of
such identifying number even if it identifies a person
different from the named beneficiary, and accordingly
agrees that the Customer shall be responsible for the
consequences of any inconsistency between the name
and identifying number of any party in such funds
transfer Instruction;
(B) that the Banks ability to send an Instruction is subject
to: (I) the availability of that particular currency; (II) the
Banks ability to deal with that particular currency; and
(III) the applicable Law and regulations and policy
requirements and restrictions of any relevant
Authority, Correspondent, receiving, clearing or
settlement bank related to that particular currency;
(C) that certain foreign currencies may be subject to
fluctuating currency exchange rates, may not be freely
convertible and may be subject to relevant regulatory
and other policy requirements and restrictions
applicable to that currency. The Customer further
acknowledges that fluctuation of the exchange rates
could adversely impact the amount of interest earned
(if any) on the Account.
(xi) the Customer declares and undertakes to the Bank that any
payment processed by the Bank in accordance with any
Instruction, will not breach any Law, Sanction or
requirement of any competent Authority or any term of
the Agreement, and that the Customer will not make or
allow to be made any payment for any illegal or
fraudulent purpose;
(xii) where the Bank has agreed to accept prior dated payment
Instructions, the Customer acknowledges and agrees, any
payment processed under a prior dated Instruction
submitted by the Customer will be processed for value on
the day it is received by the Bank or, should the instruction

(b)

be received after the applicable Cut-off Time, on the next

Business Day. The payment will not be processed for value
on the past date specified in the payment Instruction; and
(xiii) any Service involving an account with another financial
institution will be subject to that financial institution
sending the required information to or carrying out
transfer instructions from the Bank within the required
time.
Cheque Services. Where the Bank has agreed to provide the
Customer with cheque services in respect of an Account or to
issue an Instrument at the request of the Customer:
(i) the Customer shall
(A) destroy or return to the Bank any unused cheques and
related materials upon the termination of such
Account; and
(B) notify the Bank as soon as possible of the loss or theft
of any Instrument;
(ii) the Customer acknowledges that if any third party becomes a
holder of an Instrument, it may be entitled to enforce
payment against the Bank;
(iii) if the Customer requests the Bank to stop or cancel any
Instrument:
(A) the Bank may
(1) in its sole discretion determine whether to stop or
cancel that Instrument, or
(2) if the Bank is able to determine that payment and
processing of that Instrument has not yet been
completed, the Bank shall use best efforts to stop
or cancel, as applicable, that Instrument and will
debit any applicable charges for doing so to the
Customers Accounts and, if that Bank Instrument
is a Bank Cheque and the Bank does stop or cancel
that Bank Cheque, it will credit the value of that
Bank Cheque to the Customers nominated
Account;
(B) if the Bank has met or elects to meet a payment on any
Instrument notwithstanding the request from the
Customer to stop or cancel the Instrument (whether
due to loss, theft or any other reason), the Customer is
responsible for and authorises the Bank to debit the
Customers nominated Account for any amount which
has previously been credited to the Customer;
(C) the Customer shall promptly notify the Bank to cancel
any such request if and when the reason for such
request ceases to exist; and
(D) unless the Customer cancels that request by earlier
written notice to the Bank, any such request shall
expire and be of no further effect on the earlier to
occur of (I) the payment or cancellation of the
Instrument; (II) the closing of the Account upon which
the Instrument is drawn; (III) the date that is sixty days
after the transfer of the Account upon which the
Instrument is drawn to another branch of the Bank;
and (IV) the date that is six months from the date such
request was made;
(iv) if the Bank agrees to issue a demand draft on behalf of the
Customer and the currency of such demand draft is different
from the currency of the relevant Account, the amount of
funds debited from the relevant Account shall be determined
by converting the amount of such demand draft into the
currency of the relevant Account at the Applicable Rate. Any

ANZ GENERAL BANKING CONDITIONS

(c)

(d)

3.7
(a)
(b)

(c)

(d)

(e)

charges incurred in connection with the issue of such

demand draft or such conversion will be for the account of
the Customer; and
(v) the Customer acknowledges that any cheque service is
subject to any threshold or authorisation limits set by the
Customer (where applicable, converted into the relevant
currency at the Applicable Rate).
Direct Debit Instruction. Where the Bank has agreed to act on a
Direct Debit Instruction:
(i) the Customer acknowledges and agrees that:
(A) the Bank is authorised to debit the relevant Account
and process payments in accordance with the Direct
Debit Instruction, subject to the availability of Cleared
Funds in such Account; and
(B) information furnished by the Customer in any Direct
Debit Instruction is the sole responsibility of the
Customer and the Bank is entitled to rely on such
information without making any verification
whatsoever.
Beneficiary Advisory Services. Where the Bank has agreed to
provide the Customer with Beneficiary Advisory Services:
(i) the Bank will (A) forward the information provided in the
Customers payment Instruction as agent for the Customer
and (B) use reasonable endeavours to complete transmission
of such remittance advices as directed (including by
electronic transmission such as email or in the form of a
printed advice); and
(ii) the Bank accepts no liability for any failure of transmission of
remittance advices to the payee where it has complied with
Clause 3.6(d) (i) (B) above or the content or accuracy of any
matter which the Customer directs the Bank to include in
remittance advices.
Overdrafts.
Unless the Bank has agreed in writing to provide an overdraft
facility, the Customer shall keep all Accounts in credit.
If an Instruction in relation to, or a transaction on, an Account
would overdraw an Account or exceed an agreed overdraft
limit, the Bank is not obliged to (but may in its absolute
discretion determine to) effect such Instruction or transaction.
The Customer shall immediately pay sufficient funds into the
applicable Account to cover any overdrawn amount in excess
of a zero balance or, if applicable, any overdraft limit agreed
between the Bank and the Customer.
The Customer acknowledges that the Bank shall charge
interest on any amount in debit, including any overdrawn
amounts or overdraft, at such rate as notified by the Bank to
the Customer, which shall accrue on a daily basis.
Notwithstanding the foregoing, a specific overdraft facility
may be extended by the Bank at its absolute discretion and
upon such terms and conditions as may be agreed between
the Bank and the Customer.

4.

STATEMENTS OF ACCOUNT,
CONFIRMATION ADVICES AND
REPORTING SERVICES

4.1

Statements and Advices. Account statements, confirmation

advices or reports (whether in paper format or through any
other Channel) may be provided to the Customer (as agreed
with the Customer) or made accessible to the Customer at
monthly or such other intervals as the Bank may agree with the

4.2

4.3

4.4
(a)

(b)

(c)

(d)

4.5

Customer.
Discrepancies. The Customer shall verify the correctness of
each Account statement, confirmation advice or report
received from the Bank and, unless the Customer informs the
Bank in writing within 15 days of the date of each Account
statement or confirmation advice of any error, irregularities,
omissions, inaccuracies or discrepancies in the entries therein,
such entries shall be deemed correct and shall be conclusive.
Rectification of Errors or Omissions. Notwithstanding Clause
4.2 above, the Bank may at any time rectify errors or omissions
in any statement, confirmation advice or report which, once so
rectified, shall be binding on the Customer. The Bank has the
right to demand the refund of, and to debit any Account for,
any overpayment arising from such errors or omissions.
Reporting Services. Where the Bank has agreed to provide the
Customer with Reporting Services:
the Customer authorises the Bank to send and disclose to, and
receive from (via SWIFT Message), the nominated third party
bank balance and transaction information relating to an
Account or one or more accounts of the Customer with such
third party bank;
the Customer acknowledges and agrees that where balance
and transaction information relating to an Account is sent to
the third party bank:
(i) such information shall only be up-to-date as at the date and
time of the transmission of that information to the third party
bank; and
(ii) the Bank has no control over the further distribution of such
information and accepts no responsibility and accordingly
accepts no liability for the actions of the third party bank in
connection with such information, including, without
limitation, the disclosure of such information by the third
party bank to any other party;
the Customer acknowledges and agrees that where balance
and transaction information relating to one or more accounts
of the Customer with a third party bank is sent by the third
party bank to the Bank:
(i) the Bank will report such information to the Customer on an
as received basis as the Bank has no means of verifying the
accuracy or completeness of such information. The Bank
accepts no responsibility and accordingly accepts no liability
for the accuracy or completeness of such information; and
(ii) the Bank is not responsible or liable for the actions of the third
party bank and the Bank is not liable if such information is not
sent by the third party bank to the Bank for any reason; and
the Customer acknowledges and agrees that balance and
transaction information may be sent to or received from a third
party bank by electronic transmission and that as electronic
services are subject to delay, interruption or breakdown for a
variety of reasons, the Reporting Services are offered on an as
is, as available basis only.
Computer Generated Reports. Any report by the Bank that is
computer generated requires no signature and is to be read in
conjunction with the relevant account statement.

5.

COMMISSIONS, FEES, CHARGES,

EXPENSES AND TAXES

5.1

Commissions, Fees, Charges and Expenses. The Customer

shall pay, without set-off, deduction or counterclaim, all
commissions, fees, charges and expenses in respect of each
Account and Service at such rates and at such times as notified

ANZ GENERAL BANKING CONDITIONS

5.2

5.3

5.4

5.5

5.6

by the Bank to the Customer, including where applicable as

provided in any Fee Schedule.
No Invoice. Unless otherwise agreed with the Bank, no invoice
for any commissions, fees, charges and expenses will be issued
by the Bank and any such amount owed by the Customer may
be debited from an Account notwithstanding that such
debiting would result in or increase a debit balance in such
Account.
Account Statement. Any such commission, fee, charge or
expense deducted from an Account shall be reflected in the
relevant Account statement.
Taxes. The Customer will pay all Taxes applicable to it and
payable in connection with any Account or Service and, where
applicable, the Bank may debit any such Taxes from an
Account at the time related to commissions, fees, charges and
expenses which are debited in accordance with Clause 5.2.
Withholding. The Bank may be required by Law or agreement
or arrangement with any local or foreign Authority to deduct
or withhold from payments made to the Customer in
connection with an Account. Where the Bank is required to
make a deduction or withholding, the Customer
acknowledges and agrees that the relevant payment will be
reduced by the amount of that deduction or withholding.
Gross-up. If the Customer is required by Law to make a
deduction or withholding for or on account of Tax, the sum
payable by the Customer to the Bank (in respect of which such
deduction is required to be made) shall be increased to the
extent necessary to ensure that the Bank receives a sum net of
any deduction or withholding equal to the sum which it would
have received had no such deduction been made or required
to be made. The Customer shall make that deduction and any
payment required in connection with that deduction within
the time allowed and in the minimum amount required by Law.

6.

TERMINATION AND SUSPENSION

6.1

Termination by Notice. Subject to Clauses 6.2 and 6.3, either the

Customer or the Bank may terminate an Account or Service by
providing the other party with not less than thirty (30) calendar
days prior written notice.
Termination with Immediate Effect. The Bank may terminate an
Account or Service with immediate effect and without notice:
in the event of the occurrence of a Termination Event in respect
of the Customer;
if, in the Banks opinion, acting under the Customers Instruction
or providing any Account or Service to the Customer would
cause the Bank to be in breach of any applicable Law, Sanction or
requirement of any competent Authority;
if the Bank is required to do so in compliance with any Law,
Sanction or requirement of any competent Authority or the
Banks internal policy; or
in the event a Third Party stops providing part of the Service.
Upon such termination, any obligation due by the Customer to
the Bank shall become immediately due and payable.
Suspension. The Bank may suspend an Account or a Service in
whole or in part (without prejudice to its right under Clause 6.2)
for any reason without prior notice to the Customer including,
without limitation, where:
an Account or the provision of any Service is the subject of any
dispute or third party claim;
the Bank considers there is an insufficient balance in an Account;

6.2
(a)
(b)

(c)

(d)

6.3

(a)
(b)

(c)
(d)
(e)
(f)
(g)

6.4

6.5
(a)

(b)

6.6

the Bank considers it necessary to protect the interests of any

party in respect of an Account or the provision of any Service;
the Bank considers it necessary to clarify the authority of an
Authorised Person or an Agent (if any);
the Bank considers that an Account or a Service is not being
operated in a satisfactory manner;
a Third Party stops providing part of a Service; or
a Termination Event or Potential Termination Event has occurred
or is suspected to have occurred.
The Bank will, to the extent permitted by Law, advise the
Customer as soon as practicable if an Account or provision of
Service is suspended.
Outstanding Instructions. Any termination or suspension of an
Account or a Service shall be without prejudice to any
outstanding Instruction or any right or obligation which may
have arisen between the Bank and the Customer prior to such
termination or which is expressed in these Conditions to survive
termination of the Agreement.
Consequence of Termination. Upon termination of an Account:
the Bank may debit any and all charges and expenses in
connection with such termination and any amount owing by the
Customer to the Bank under this Agreement; and
if there remains a credit balance after such debiting, the Bank
may at its discretion transfer such credit balance by such means
of remittance as the Bank deems appropriate to such account
(including an Account with another branch of the Bank) as it
deems fit or by means of a draft payable to the Customer, mailed
to the Customer at its last known address, at the Customers own
risk.
Survival of Clauses. Clause 1.4(c)(non-preferred Channels),
Clause 1.6 (Anti-Money Laundering), 1.7 (Intellectual Property),
Clause 2.4 (Bank Liability), Clause 5 (Commissions, Fees, Charges,
Expenses and Taxes), Clause 6.4 (Outstanding Instructions),
Clause 6.5 (Consequence of Termination), Clause 7 (Indemnities),
Clause 8 (Set-off), Clause 9 (Disclosure of Information) and Clause
14 (Governing Law and Jurisdiction) and any other provisions
which by their nature are intended by the parties to survive
termination will survive the termination of any Account or
Service or the Agreement.

7.

INDEMNITIES

7.1

Currency Indemnity. Each amount due and payable by the

Customer to the Bank under this Agreement will be made in the
Agreed Currency. If, for any reason the amount so received by
the Bank (converted at the Applicable Rate where applicable)
falls short of the amount in the Agreed Currency payable to the
Bank, the Customer will, to the extent permitted by applicable
Law, immediately pay such additional amount in the Agreed
Currency as may be necessary to compensate for the shortfall.
Indemnity for Loss. The Customer irrevocably and
unconditionally agrees to indemnify and keep indemnified the
Bank and its directors, officers, employees, agents and
representatives from and against all Loss which the Bank and its
directors, officers, employees, agents and representatives may
suffer, incur or sustain in connection with or related to (a) the
Bank providing any Account or any Services to the Customer (b)
Customers use of the Account or Service (c) failure by the
Customer (or its Agent) to perform or observe any of its
obligations under the Agreement (d) the Bank acting or
declining to act on the Customers Instructions or any instruction
or request which the Bank reasonably believes to be given by or

7.2

10

ANZ GENERAL BANKING CONDITIONS

7.3

8.

SET-OFF

8.1

The Bank may, at any time, where permitted by Law and without
notice to the Customer, set-off any debts owed by the Customer
to the Bank against any debts owed by the Bank to the
Customer.
The right set out in Clause 8.1 above applies irrespective of the
currency in which such debts are owed and whether or not the
Banks or the Customers debts are present or future, matured or
unmatured, actual or contingent and whether such liability is
several or joint with another or as principal or surety. Where the
exercise of a right of set-off involves a currency conversion, the
Bank shall apply a currency conversion rate that it considers
reasonable. If any debt is unascertained, the Bank may, in good
faith, value that debt.
Nothing in this Clause 8 will be effective to create a charge or
other security interest. This Clause 8 will be without prejudice
and in addition to any right of set-off, offset, combination of
accounts, lien, right of retention or withholding or similar right or
requirement to which any party is at any time otherwise entitled
or subject (whether by operation of law, contract or otherwise).

8.2

8.3

(j)

any local or foreign Authority with whom the Bank or any

Bank Group Member has an agreement or arrangement
which requires customer or account information to be
disclosed, whether the disclosure is made directly by the Bank
or through another Bank Group Member.
The Customer also agrees and acknowledges that any Bank
Group Member may transfer any of the above information to any
party referred to above to whom it is authorised to disclose the
same notwithstanding that such partys principal place of
business is outside of the Customers country of establishment/
incorporation or that such information following disclosure will
be collected, held, processed or used by such party in whole or
part outside of the Customers country of establishment/
incorporation.

on behalf of the Customer irrespective of the Channel used. For

the avoidance of doubt, the foregoing indemnity shall include,
without limitation, any liability for tax and any deficit balances
and unrealised losses in any Account.
Agency Indemnity. Without prejudice to Clause 7.2 (Indemnity
for Loss), the Customer and each Agent irrevocably and
unconditionally, on a joint and several basis, agree to indemnify
and keep indemnified the Bank and its directors, employees,
agents and representatives from and against all Loss which the
Bank and its directors, officers, employees, agents and
representatives may suffer, incur or sustain as a result of the Bank
acting on Instruction of the Agent.

9.

DISCLOSURE OF INFORMATION

9.1

Authorisation to Disclose. The Customer agrees and

acknowledges that the Bank is authorised to disclose any
information regarding the Customer (including, without
limitation, relating to any of its transactions, its financial
condition, its Account(s) and Services) to any or all of the
following persons:
(a) any affiliate of the Customer;
(b) any actual or proposed assignee of the Bank, or participant or
sub-participant in or transferee of any of its rights in relation
to the Customer under a duty of confidentiality to the Bank or
any Bank Group Member;
(c) any office, branch, affiliate, subsidiary, employee or agent of
the Bank;
(d) any auditors or professional advisers of the Bank or any Bank
Group Member under a duty of confidentiality to the Bank or
any Bank Group Member;
(e) any Third Party or Third Party System provider to the Bank or
any Bank Group Member;
(f) any third party services provider whose services you may have
requested through the Bank;
(g) any relevant Authority;
(h) any person when required to do so pursuant to subpoena or
other court process issued out of any applicable jurisdiction;
(i) any person when otherwise required to do so in accordance
with the Laws of any applicable jurisdiction; and

10. MODIFICATION AND WAIVERS

10.1

10.2

Modifications. Any provision of the Agreement may, at any time

and without prior notice to the Customer, be amended,
modified or supplemented by the Bank in its absolute discretion
and any such modification shall be notified to the Customer.
Waiver. Waivers of any of the Banks rights or powers and
consents by the Bank shall only be valid if signed on behalf of the
Bank in writing. Waivers and consents are given by the Bank in its
absolute discretion.

11. TRANSFERS
11.1

11.2

Transfer by Customer. The Customer may not transfer or assign

any of its rights and obligations under the Agreement without
the prior written consent of the Bank.
Transfer by Bank. The Customer agrees that the Bank may
assign, novate, transfer or otherwise deal with all or any of its
rights and/or obligations under the Agreement without the
Customers (or any other persons) consent. The Customer
agrees to comply with any reasonable request the Bank may
have to give effect to such assignment, novation or transfer,
including executing any documents or performing any action as
the Bank may require in this regard.

12. GENERAL
12.1

12.2
(a)

(b)

Privity of Agreement. Unless the Agreement expressly states

otherwise a person who is not a party to the Agreement shall
have no rights to enforce any provision of the Agreement. For
the avoidance of doubt, consent of any person not a party to the
Agreement is not required to amend such Agreement.
Entire Agreement.
The Agreement comprises the entire agreement between the
Bank and the Customer in respect of the Accounts held by, and
the Services provided to, the Customer. No other
communication between the Bank or its representatives and the
Customer forms part of the Agreement.
No Reliance. The Customer (and any Agent, as applicable)
acknowledges that it has made its own independent enquiry
and investigations in relation to the subject matter of the
Agreement and has entered into the Agreement solely in
reliance on its own judgement, and has not relied and is not
relying on any statement or representation (written or oral)
made by or on behalf of the Bank, or any director, employee,
representative, agent or advisor of the Bank except to the extent
that such a statement or representation is expressly recorded in
the Agreement.

11

ANZ GENERAL BANKING CONDITIONS

(c)

12.3

12.4

12.5

12.6

12.7

12.8
(a)

(b)

Exclusion of Conditions and Warranties. Without limiting Clause

12.2(a), to the fullest extent permitted by Law and unless stated
in the Agreement, all terms, conditions, warranties,
undertakings, inducements or representations whether express,
implied, statutory or otherwise relating in any way to an Account
or Service are excluded.
Invalid, Illegal or Unenforceable Provisions. The invalidity,
illegality or unenforceability of a provision of the Agreement
does not affect or impair the continuation in force of the
remainder of the Agreement. The Customer agrees that the Bank
may substitute any invalid or unenforceable provision with a
valid and enforceable provision which achieves, to the greatest
extent possible, the economic, legal and commercial objectives
of the invalid or unenforceable provisions.
Exercise of Rights and Remedies. A failure to exercise or a delay
in exercising a right or remedy provided by the Agreement or by
Law does not impair or constitute a waiver of the right or remedy
or an impairment of or a waiver of other rights or remedies. No
single or partial exercise of a right or remedy provided by the
Agreement or by Law prevents further exercise of the right or
remedy or the exercise of another right or remedy.
Prudential Requirement Disclosure. The Customer
acknowledges that where the Bank is a subsidiary of ANZ, it is a
separate entity to ANZ and the obligations of the Bank under any
Agreement do not constitute deposits or other liabilities of ANZ
and ANZ is not required to meet the obligations of the Bank.
Joint and Several Liability. If the Customer comprises more than
one person or the Customer holds an Account or is provided a
Service jointly with another person, each person will be jointly
and severally liable for the Customers obligations under the
Agreement and references to the Customer in the Agreement
means each of those persons.
Counterparts. This Agreement may consist of a number of
copies, each signed by one or more parties to such Agreement.
Such signed copies form one document.
Inconsistency.
In the event of any inconsistency between the English version of
the Agreement and any translation of that Agreement, the
English version shall prevail.
In the event of any inconsistency between the following
documents, unless otherwise stated in the relevant document,
the documents will be interpreted in the following order of
priority:
(i) the Application Form and Fee Schedule;
(ii) the relevant Country Schedule;
(iii) the Counterparty Schedule and the Service Schedules; and
(iv) the Conditions.

(d)

(e)

13.2

if sent by certified or registered mail (airmail, if overseas) or

equivalent (return receipt requested), on the date that mail is
delivered or its delivery is attempted; or
if sent by email, at the time sent to the relevant recipient unless
the sender receives an automated message that the email has
not been delivered.
Any notice or communication to the Bank will only be effective if
it is expressly marked for the attention of the department or
officer as the Bank may notify the Customer from time to time.

14. GOVERNING LAW AND JURISDICTION

14.1

14.2

14.3

Governing Law and Jurisdiction. Unless specified otherwise,

the Agreement will be governed by and construed in
accordance with the Law of the relevant Governing Jurisdiction.
The parties submit to the jurisdiction of the courts of that
Governing Jurisdiction and of any courts competent to hear
appeals from those courts. Notwithstanding the above, the Bank
may take proceedings in any country where the Customer has
assets or where the Customer conducts business activities.
Waiver of Immunity. The Customer irrevocably waives any
sovereign and other immunity the Customer may have in any
jurisdiction from legal proceedings, attachment before or after
judgment or execution judgment.
Service of Process. If the Bank requests, the Customer will
irrevocably appoint a process agent as the Customers agent to
receive any document in any court action in connection with the
Agreement and notify the Bank of the name and address of the
agent. If the Customer fails to appoint the process agent within 7
calendar days of such request, the Bank shall be entitled to
appoint the process agent for and on behalf of the Customer and
the Bank may (but is not obliged to) notify the Customer of the
name and address of such process agent appointed. Any
charges incurred in such appointment shall be borne by the
Customer.

13. NOTICES
13.1

(a)
(b)
(c)

Any notice or other communication in respect of the Agreement

may be given in any manner set forth below to the address,
number or email set out in the Application Form, and will be
deemed effective as indicated:
if in writing and delivered in person or by courier, on the date it is
delivered;
if sent by fax transmission, on the date that transmission is
received in legible form;
if sent by ordinary mail (not certified or registered mail), on the
5th Business Day (at the address to which it is posted) after
posting;

12

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