MBCANET INTERNET BANKING


PROFILE FORM AND

TERMS AND CONDITIONS

 

 

To : Merchant Bank of Central Africa Limited (“MBCA”)
14th Floor

Old Mutual Centre

Corner Jason Moyo Avenue/Third Street

HARARE

 

 

Dear Sirs

 

We                                                                                                                  (the “Company”) refer to the board resolution attached hereto, dated                                              20         , and hereby mandate and instruct you as follows :

 

1.                    I/We, request that MBCA establish and avail access to its Internet Banking products, to our employee, nominated under personal details on the attached Schedule and on the terms and conditions contained herein (“the User”).

2.                    I/We hereby give my/our authority to the User to operate my/our account for me/us, in accordance with the terms and conditions hereof, in all matters and affairs having reference to, or in any way connected with, my/our transactions with you.

3.                    It is understood that, so far as you are interested or concerned, all such acts of the User shall be binding upon me/us and that the authority given to the User hereunder remains in full force until I/we shall give you notice to the contrary, in writing.

4.                    General Terms and Conditions

This Mandate shall be read and construed, together with your General Terms and Conditions for using MBCAnet Internet Banking, as amended from time to time, a copy of which is attached hereto as Appendix I and which forms part of this agreement.

5.                    MBCA’s Indemnities

As a stipulation additional to any contained in MBCA’s General Terms and Conditions, we hereby undertake and agree to hold harmless MBCA, its subsidiary and associated companies, its Directors, officers, employees and agents from and against :

i)                     any error in transmission of an Instruction; or

ii)                   MBCA acting without further enquiry on an instruction which MBCA believes in good faith to have been given by the User.

iii)                  any refusal by MBCA to act in accordance with any Instruction; or

iv)                 the non receipt by MBCA of any Instruction; or


v)                   any duplication of an Instruction; or

vi)                 any inability to comply with an Instruction within a stipulated time period.

vii)                and to hold harmless, to indemnify and to keep indemnified such parties from and against all liability, loss, damage, claims, proceedings, costs and expenses however they may arise as a direct or indirect consequence of MBCA agreeing to act in accordance with this Mandate.

6.                    It is fully understood that MBCA will accept no responsibility in connection with the execution of any instructions or orders and that any such instruction or instructions can only be effected, providing sufficient funds are available on our/my cash account.

 

 

 

 

DATED AT HARARE, THIS                    day of                                                        2002.

 

 

 

 

 

                                                              

AUTHORISED SIGNATORY

 

 

 

 

 

                                                              

AUTHORISED SIGNATORY


SCHEDULE : PROFILE

 

 

1.        PERSONAL DETAILS :

 

 

Company Name :                                                                                                                 (“ the Company”)

User :                                                                                                                                             

Physical Address :                                                                                                                       


                                                                                                                                                                            

 

Postal Address :                                                                                                                       

                                                                                                                                                                            

Home Address :                                                                                                                                             

 

                                                                                                                                                                            

 

Telephone numbers :

Work :
                                                           Home :                                                               

Cell :
                                                           Fax :                                                               

* ID / Passport Number :
                                                                                                                         

* Date of Birth :
                                                                                                                         

* Car Registration Number:
                                                                                                                         

* Favourite Colour/Sport :
                                                                                                                         

* Mother’s Maiden Name :
                                                                                                                         

(* For User identification purposes)


2.                    THIRD PARTY PAYMENTS : (Give full details (name, bank account and sort code)) :

(i)                                                                                                                                                                                 

(ii)                                                                                                                                                                               

(iii)                                                                                                                                                                              

(iv)                                                                                                                                                                             

(v)                                                                                                                                                                               

(vi)                                                                                                                                                                             

(vii)                                                                                                                                                                            

(viii)                                                                                                                                                                          

(ix)                                                                                                                                                                              

(x)                                                                                                                                                                                




3.                    ACCOUNT DETAILS :

The accounts detailed below may be operated by the User, as specified. Please place an “X” in the appropriate box, to authorise that specific transaction :

View Print Interaccount Third Party
Account Numbers Details                    Statement            Transfer            Payment        

(i)                  

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(ii)                

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(iii)               

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(iv)              

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(v)                

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(vi)              

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(vii)             

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(viii)           

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(ix)               

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(x)                 

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(xi)               

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(xii)              

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 


(xiii)            

YES

 

NO

 

YES

 

YES

 

NO

 

NO

 

YES

 

NO

 




Daily Transaction Limit : $
                                                            

Daily Payment Limit : $
                                                            

Profile Expiry Date :   
                                                            


4. CONTRACT TYPE :

View Details Print Statement

Bankers Acceptance


Letters of Credit


Investments

YES

 

NO

 

YES

 

NO

 

YES

 

NO

 

YES

 

NO

 

YES

 

NO

 

YES

 

NO

 
 




Yours faithfully
For and on behalf of

(Customer’s full name)



 

 

 

 

 

                                                                                                                             

AUTHORISED SIGNATORY AUTHORISED SIGNATORY

 

 

 




APPENDIX I : GENERAL TERMS AND CONDITIONS

 

MBCANET INTERNET BANKING

 

 

1.                  I confirm that I am a duly authorised User by the Company and that all information and instructions contained on the Schedule : Profile (“my Profile”) are true and correct and that I shall have no claim against Merchant Bank of Central Africa Limited, its employees, administrators or assigns (“the Bank”), in the event of any of the information or instructions being incorrect. I further undertake to notify the Bank in writing, should any of the said information or instructions change at any time in the future.

2.                  I am aware that my Profile shall entitle me to use MBCAnet (“the system”).

3.                  I acknowledge that :

3.1              I am aware that I may link, to my Profile, only those accounts over which I have direct control. I undertake to produce proof that I hold power of attorney over any other accounts, which I ask to be linked to my Profile;

3.2              any of the facilities made available by the Bank, under the system, may be modified, replaced or withdrawn by the Bank at any time, without notice to me, in which event the Bank shall incur no liability to me whatsoever;

3.3              the Bank shall not be liable for any breakdown or failure of any equipment or medium of access to the system;

3.4              the Bank shall be entitled to effect an electronic funds transfer, in respect of the accounts, of which the bank numbers are provided in the schedule attached to my Profile.

3.5              should I wish to make use of the system, the PIN issued to me, in terms hereof, shall provide access to the system and my accounts, in accordance with my Profile, and I, therefore, agree to :

3.5.1                    change the PIN issued to me immediately on using the system for the first time (and on a regular basis thereafter) to a PIN of my choice;

3.5.2                    ensure the safe-keeping and confidentiality of such PIN;

3.5.3                    notify the Bank immediately on becoming aware that my PIN may have fallen into the hands of an unauthorised person;

3.6              the use of the system shall, in no way, vary any aspect of the banker-client relationship between me and the Bank, if any, and, in particular, I agree that :


3.6.1        the use of the system shall not entitle me to overdraw any account, unless prior arrangements have been made with the Bank, and then only in terms of such arrangements;

3.7              should I make use of the system, I shall :

3.7.1        obtain and maintain the hardware and software (“equipment”) required to access the system;

3.7.2        read and take cognisance of the information and recommendations accessible on the system’s internet site about security, and my role therein. I acknowledge further that :

3.7.2.1  any failure on my part to follow the recommended security procedures may result in a breach of my Profile confidentiality and may lead to unauthorised transactions between accounts linked to my Profile;

3.7.2.2  any software downloaded by me, from the Internet, whether from the Bank’s Internet site or not, is third-party software, the licensing of which shall be subject to such terms and conditions as the licensor of such software may impose. The Bank is not a party to any licence agreement entered into by me and, thus, makes no warranties relating to such software, including, without limitation, warranties relating to suitability for a particular purpose, security features or performance. I understand that the use of such software shall be at my own risk and I hereby absolve and hold the Bank harmless against any loss or damage which I may suffer, as a result of the use, abuse or possession of such software;

3.7.2.3  without derogating from the provisions of clause 3.7.2.2, I am aware that the use of such third party software may be illegal in jurisdictions outside Zimbabwe and/or may infringe certain third party intellectual property rights in such jurisdictions. I understand that, should I use any third-party software outside the boundaries of Zimbabwe, it shall, at all times, be incumbent upon me to ascertain the legality of such use and to obtain all necessary licences and permissions from the relevant parties. I, accordingly, absolve and hold the Bank harmless against any and all liability which I may incur in this regard.

4.                  I understand and accept that :

4.1              I may link a business account or other account, requiring multiple signatures, to my Profile, provided the Bank has been furnished with a valid resolution, to this effect;

4.2              once the Bank has received and implemented an instruction given by me via the system, I shall not be entitled to countermand or amend such instruction.

5.                  5.1 I hereby warrant that every instruction and all information, given to the Bank, shall be accurate, correct and in accordance with the Bank’s prescribed procedures.

 

5.2  I hereby irrevocably authorise and request the Bank to honour and comply with all cheques, drafts, orders to pay, bills of exchange and promissory notes expressed to be drawn, signed, endorsed, accepted or made by me, drawn upon or addressed to or made payable with the Bank, whether on an account(s) that is in credit or debit, or will be in debit, as a consequence thereof or otherwise, and to act on any instructions to countermand or revoke any cheque draft or other order to pay before it is effected.

5.3  I hereby irrevocably authorise and request the Bank to honour and comply with any order to withdraw any or all money on any account or accounts in the Company name and instructions to deliver, dispose of or deal with any securities, deeds or documents or other property whatsoever, from time to time, in the Bank’s possession for such account or accounts, whether by way of security, safe custody or otherwise.

5.4  I irrevocably authorise the Bank to grant overdraft, loan or other credit facilities or accommodation for the Company account or accounts and, by way of security, to accept any documents signed or executed by me, creating or evidencing any charge, mortgage or pledge over or in respect of any securities, deeds, documents or other property whatsoever, from time to time, in our possession for such account or accounts, whether by way of security, safe custody or otherwise.

5.5  I accept that my receipt and acknowledgement of the Bank instructions cannot be considered as proof that the transaction thereby envisaged has taken place and that I should check the status of the transaction, on a regular basis.

5.6  The value date of a transaction request is dependent upon matters outside the Bank’s control and, in particular, international transactions usually require at least two working days to be processed.

6.                  The Bank shall :

6.1              not be required to inquire into the authority of any person using the system;

6.2              be and is hereby authorised to debit my accounts with the amounts of the transactions effected via the system, except amounts in respect of unauthorised use, after receipt, by any branch of the Bank, of written notice by me, in terms of clause 3.5.3;

6.3              be entitled to debit my accounts, with the amount of any fees payable to the Bank, from time to time, for the use of the system.

6.4              be entitled to refuse to accept a deposit, to refuse to accept an instruction and to refuse to open an account without giving prior written notice and without giving a reason for any such decision.


7.                  I hereby indemnify the Bank against any demand, claim or action against it, relating to, or in connection with, my use of the system, or any of them, whether directly or indirectly, unless such demand, claim or action shall have arisen from the gross negligence or wilful misconduct of the Bank or any of its employees (in which case, the matter shall be dealt with on its legal merits).

8.                  Any demand, claim or action against the Bank, in terms of clause 7, shall be limited to my direct damages and, without limiting the generality of the clause, I agree that the Bank shall not be liable for :

8.1              any amount that is not part of the actual amount of a transaction;

8.2              any indirect, special or consequential damages;

8.3              any loss or damage occasioned by the failure to adhere to these terms and conditions and/or any incorrect information furnished by me, including, without limitation, any failure by me to adhere to the terms and conditions of clauses 3.5 and 3.7;

8.4              any loss or damage, occasioned by the failure or unavailability of third parties’ facilities or systems, or the inability of any third-party to process a transaction. For the purposes of this clause, “third-parties” include, without limitation, all financial institutions, where the destination accounts are kept;

8.5              any loss or damage that may arise from the use, misuse, abuse or possession of any third-party software, including, without limitation, any operating system software, browser software, or any other software packages or programmes;

8.6              any failure or unavailability of the system, or failure by the Bank to perform a transaction, as a result of the loss or destruction of data, the deterioration or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond the Bank’s control;

8.7              any inability, of the financial institution where a destination account is kept, to process the transaction;

8.8              any destruction or accessing of my data or any destruction or theft of, or damage to, any of my equipment;

8.9              any unauthorised access to my accounts, or any breach of security.

9.                  I acknowledge that, should I breach any of these terms and conditions, the Bank shall be entitled, without notice, to cancel this agreement and withdraw the facilities under the system, with immediate effect, without prejudice to any rights it may have to recover any amounts due to it, or any losses or any damages suffered by it, in consequence of my breach.

10.              I shall be entitled to cancel my MBCA Profile at any time, provided that I give the Bank at least 7 (seven) days’ written notice of my intention to do so.

11.              I acknowledge that I shall not be entitled to cede, transfer or make over my rights in and to the facilities, or the use of the system, to any other person.

12.              Should I make use of the system, I acknowledge that I shall be responsible for all steps necessary to acquire access to the Internet and for ensuring the security and confidentiality of such method of access. I acknowledge further, the Bank shall not be liable for any loss or damage whatsoever, which I may suffer as a result of the use, misuse or abuse of my Internet access.

13.              I irrevocably undertake and warrant that I shall not make any claim or institute any action against the Bank, should I incur any injury, loss or damage, whether directly or indirectly, arising out of, in connection with or relating to the use, misuse or abuse of my Internet access.

14.              Should any dispute arise, at any time, between the Bank and me, relating to any matter arising out of any use of the system, such dispute shall be finally resolved by an arbitrator.

14.1          In pursuance of clause 14.1, I agree that :

14.1.1    either I or the Bank may demand that a dispute be referred to arbitration by giving written notice, to that effect, to the other party;

14.1.2    this clause shall not preclude either me or the Bank from obtaining interim relief on an urgent basis from a court of competent jurisdiction, pending the decision of the arbitrator;

14.1.3    the arbitration, referred to in 14, shall be held :

14.1.3.1                      at Harare, in the English language; and

14.1.3.2                      immediately and with a view to its being completed within 21 (twenty-one) days after it is demanded;

14.1.4    I irrevocably agree that the decision in arbitration proceedings :

14.1.4.1                      shall be final and binding upon me;

14.1.4.2                      shall be carried into effect;

14.1.4.3                      may be made an order of any court of competent jurisdiction;

14.1.5    any award made by an arbitrator, pursuant to this agreement, shall be subject to the limitations and provisions of clause 8 hereof.

14.2          This clause 14 is severable from the rest of these terms and conditions and shall remain valid and binding on me, notwithstanding any cancellation by me of my MBCA Profile or any withdrawal by the Bank of the system, and/or my MBCA Profile.


15.              This agreement shall be governed by and construed with the law of Zimbabwe and all disputes, actions and other matters, relating thereto, will be determined in accordance with such law.

16.              Notwithstanding the aforegoing terms and conditions, I acknowledge and accept that the Bank may, from time to time, amend such terms and conditions, insofar as they relate to my use of the system. In pursuance of the aforegoing, I, therefore, confirm that :

16.1          I am aware that all such changes shall be reflected in the terms and conditions published on the system’s Internet site;

16.2          by entering my Profile number and PIN, to gain access to the system, I thereby bind myself to the terms and conditions in force at that time, as they appear on the system’s Internet site.

16.3          Records Conclusive

The Bank’s internal records, whether on paper, microfilm, by electronic recording or otherwise, shall, in the absence of manifest error, be prima facie evidence of all account balances, debits and credits, as between the Company and the Bank.

17.              Variation of the Agreement

The Bank may alter these terms and conditions from time to time. Any such alteration shall be notified to the Company.

18.              Termination

The Bank may terminate this agreement and/or withdraw access to the account(s), in terms of my Profile, on giving me at least ten business days’ prior written notice to that effect;

I may terminate this agreement at any time, by giving us not less than ten business days’ written notice to that effect, save that such termination will be without prejudice to the Company’s accrued rights and the Bank’s outstanding liabilities and obligations to the Company. Further, such of the Terms and Conditions and, if applicable, any other terms and conditions as the Bank may deem necessary shall survive such termination, for so long as I may have any outstanding liabilities and obligations to the Bank.

19.              Force Majeure and Limitation of Liability

The Bank shall not be liable to the Company for any delay or failure to comply with any obligations under this agreement, arising out of any cause or causes outside the Bank’s reasonable control, including, but not limited to, any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, inability to communicate with third parties for whatever reason, failure of any computer system, dealing system or settlement system, prevention from hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken payment by any agent, electronic or telecommunication failure and, where relevant, unavailability of access to the Internet or failure of Internet service provider or in any other manner whatsoever, whether similar to the foregoing or not.



The Bank shall not be liable for any indirect, special, incidental or consequential loss or damage which may arise in respect of the use of my Profile account(s) or, where relevant, the Internet Banking Service or any part thereof.

20.              Waiver

No failure or delay on the Bank’s part to exercise any power, right or remedy under this agreement shall operate as a waiver thereof, nor shall any partial exercise by the Bank of any power, right or remedy prevent any other or alternative exercise thereof or the exercise of any other power, right or remedy. The remedies provided in this agreement are cumulative and are not exclusive of any remedies provided by law.

21.              Severability

Each of the provisions of this agreement are severable from the others and if, at any time, one or more of such provisions not being of a fundamental nature, is or becomes illegal, invalid or unenforceable, the validity, legality and enforceability of the remaining provisions of this agreement shall not, in any way, be affected or impaired.

22.              Notices

Any notice given, under the terms of this agreement, shall be in writing. In the case of any notice served by pre paid post to the usual or last known address of the intended recipient, the notice shall be deemed delivered 10 days following despatch A notice sent by the Bank, electronically, shall be deemed to be delivered 7 days after its transmission.


EXTRACT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF …………………….…………………………………….. (PRIVATE) LIMITED (“THE COMPANY”) HELD AT ……………………………............ ON THE .…………....... DAY OF ….…….………….......……....….. 20….

 

 

 

IT WAS RESOLVED that the Profile Form, together with the terms and conditions, relating to MBCAnet internet banking product, offered to the Company by Merchant Bank of Central Africa Limited, a copy of which was presented to all Directors, be and are hereby accepted.

IT WAS RESOLVED FURTHER that ........................………………………..........................
is hereby authorised to access, operate and conduct all transactions and business, as specified, in the schedule attached to the Profile Form, on behalf of the Company.

IT WAS RESOLVED FURTHER that ........................……………………….......................... be and is/are hereby authorised to sign all such documents and to do all such things as may be necessary to give effect to this resolution.

 

 

The above is certified to be a true extract from the Minutes of a Meeting of the Board of Directors.

 

 

 

 

...........................…………..... ...........................………...….

CHAIRMAN SECRETARY/DIRECTOR