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E-Channels Terms and Conditions (E-Terms) General E-Terms

Version: 19 July 2023

1. Introduction

1.1 The E-Channels shall be governed by these terms and conditions and the terms and conditions which apply to the Services (the "Service Terms") and which shall replace all previous agreements between the Parties relating to the E-Channels. In the event of any conflict between any applicable terms, the following order of priority shall apply:

  1. the applicable Country Conditions;
  2. any Supplementary E-Terms;
  3. the General E-Terms; and
  4. any Service Terms.

1.2 The E-Terms may be entered into by the execution of any number of copies of the relevant Application Form, all of which taken together shall form one document.

1.3 References to the singular include the plural and vice versa. Clause headings are included for convenience only and do not affect interpretation.

2. Definitions

  • Account Holder means the party agreeing to have their accounts and/or Services included on the Profile Owner's E-Channel.
  • Application Form means any form in which the Profile Owner agrees to the provision of an E-Channel by the Profile Bank.
  • Authorised Person means a person that the Profile Owner has authorised (either alone or in combination with others) to give Instructions and/or otherwise perform acts on the Profile Owner's behalf.
  • Country Conditions means, for each relevant jurisdiction, the specific terms which supplement and/or amend any E-Terms.
  • E-Channel means the Group's electronic banking systems.
  • E-Terms means the General E-Terms, any applicable Supplementary E-Terms and any applicable Country Conditions.
  • General E-Terms means these terms and conditions.
  • Group means HSBC Holdings plc, its subsidiaries, related bodies corporate, associated entities and undertakings and any of their branches.
  • Infrastructure Provider means any third party providing shared market infrastructure necessary for a Party to perform its obligations under the E-Terms including any communications, clearing, settlement or payment system, or intermediary or correspondent bank.
  • Instruction means any communication which is received by the Profile Bank via an E-Channel which has or appears to have been provided by an Authorised Person.
  • Loss means any loss, damages, liability, costs, claims, demands and expenses of any kind whether or not foreseeable.
  • Party means the Profile Owner or the Profile Bank.
  • Profile Bank means the member of the Group that provides the Profile Owner with an E-Channel.
  • Profile Owner means the party provided with access to the E-Channel by the Profile Bank.
  • Security Measures means the measures required to ensure the security of an E-Channel as may be provided to the Profile Owner by the Profile Bank from time to time.
  • Services means any banking or related service provided and accessed via an E-Channel.
  • Supplementary E-Terms means any terms and conditions which relate to a particular E-Channel service and incorporates these terms and conditions.

3. Instructions

3.1 The Profile Owner agrees to provide Instructions in the form which the Profile Bank has advised it to use from time to time, and the Profile Bank shall not be obliged to act on an Instruction provided in any other form.

3.2 Provided it followed its Security Measures, the Profile Bank is entitled to rely on any Instruction and the Profile Bank may treat all Instructions received as authorised and valid. The Profile Owner is responsible for setting up its profile on E-Channels to be in accordance with its own mandates and internal controls. Neither the Profile Bank nor any other member of the Group is under any obligation to review whether an Instruction conflicts with any other instruction or mandate of the Profile Owner or Account Holder. The Profile Bank may decline or delay to act on an Instruction where it doubts its legality, origination or authorisation.

3.3 The Parties agree to comply with the Security Measures. The Profile Owner shall establish, maintain and review its own appropriate internal security measures for its use of and access to the E-Channels, including the installation and ongoing update of anti-virus software. The Profile Owner is responsible for ensuring the appropriate application of the Security Measures when submitting Instructions.

3.4 The Profile Owner shall promptly acquire, maintain, update and install (where relevant) any equipment, software, telecommunications facilities, networks, connections, patches, releases and/or updates which the Profile Bank requires it to obtain and use, or that the Profile Bank provides to the Profile Owner in connection with its access to the E-Channel. The Profile Owner is responsible for obtaining and maintaining the computer software and equipment necessary to access and use the E-Channels.

3.5 The Profile Owner shall not alter, reverse engineer, copy (other than to the extent necessary for the permitted use), publish or impart to any third party any products or services provided by the Profile Bank, including the E-Channel or any software or materials provided as part of its products or services.

4. Warranties, Representations and Undertakings

4.1 The Profile Owner undertakes to:

  1. provide to the Profile Bank all documents and other information reasonably requested by it from time to time in relation to the E-Channel; and
  2. notify the Profile Bank as soon as possible if it becomes aware of any theft, fraud, illegal activity, loss, damage or other misuse in relation to the E-Channel.

4.2 If the Profile Owner uses or accesses an E-Channel in relation to an account of a third party, it represents and warrants that it has appropriate authorisation from that third party to do so.

4.3 Neither the Profile Bank nor any other member of the Group shall be liable for any Loss suffered as a result of the acts or omissions of an Infrastructure Provider, but will cooperate with the Profile Owner in the recovery of any such Loss.

4.4 The Profile Bank may suspend the E-Channels for maintenance or for any other reason where it reasonably considers it necessary to do so. The Profile Bank will provide the Profile Owner with reasonable prior notice of the suspension where it is practical to do so.

5. Fees and charges

The Profile Owner shall pay to the Profile Bank such fees, costs, charges, interest and expenses in connection with the E-Channels as stipulated by or agreed with the Profile Bank in accordance with the terms and conditions applicable to the Services.

6. Amendments

The Profile Bank may make amendments to the E-Terms which will become effective on the expiry of 45 days' notice to the Profile Owner. Any such notice may be given to the Profile Owner in writing or by publishing such amendments on www.hsbcnet.com. However, the Profile Bank may, in exceptional circumstances, make amendments to the E-Terms at any time in order to comply with any law or regulation, which will become effective immediately on notice to the Profile Owner.

7. Termination

7.1 Either Party can terminate any or all E-Terms and/or E-Channels by giving 30 days prior written notice to the other. Any liabilities owing to the Profile Bank thereunder will become immediately due and payable on termination of the E-Terms.

7.2 Subject to any applicable legal or regulatory restriction, either Party can terminate any or all E-Terms and/or E-Channels immediately if:

  1. the other Party commits a material breach of the E-Terms which is incapable of remedy or not remedied within a reasonable time period;
  2. the other Party becomes insolvent; or
  3. it is or may become unlawful for that Party to perform its obligations under any of the E-Terms.

7.3 Clauses 7.3 and 3.5 shall survive termination of the E-Terms.

7.4 In the event that any Services are terminated, the Service Terms shall survive the termination of such Services to the extent necessary to give effect to the E-Terms.