Terms & Conditions

The General Conditions govern the business relationship between BARNETT CAPITAL BANK and its Customers.

1. Power of disposition. The list of signatures of persons authorized to sign for the Customer notified to BARNETT CAPITAL BANK in writing by the Customer shall apply exclusively to the Customer’s business relationship with BARNETT CAPITAL BANK until revoked in writing to the latter and regardless of any information to the contrary contained in the Register of Commerce or in any public announcement.
2. Customer complaints. Complaints by a Customer relating to the execution or non-execution of instructions of any kind as well as to account or custody account statements, or to any other communications from BARNETT CAPITAL BANK, must be lodge immediately upon receipt of the respective communication, but at the latest within the period specified by BARNETT CAPITAL BANK. Otherwise, the execution or non-execution of the instructions as well as the pertinent statement and communications shall be deemed to have been approved. In case of non-receipt of any communication the complaint must be logded at the time when communication would normally have been received in the ordinary course of business.
3. Communications from BARNETT CAPITAL BANK. Communications from BARNETT CAPITAL BANK shall be deemed to have been duly transmitted if sent to the last address supplied to BARNETT CAPITAL BANK by the Customer. The date shown on the copy or on the mailing list in BARNETT CAPITAL BANK’s possession is presumed to be the date of dispatch. Mail which is to be retained by BARNETT CAPITAL BANK shall be deemed, in case of doubt, to have been delivered on the date it bears.
4. it is the customer responsibility to review the online statements and report any discrepancies to the bank within 30 calendar days of the transaction in question. barentt capital bank will not be responsible once this perios has expired.
5. Verification of signatures and identity. The Customer will be liable for any damage resulting from failure to detect inadequate proof of identity of false, forged, altered or otherwise legally insufficient instructions of documentation, unless BARNETT CAPITAL BANK is guilty of gross negligence.
6. Legal incapacity. The Customer will be liable for any damage resulting from his or her legal incapacity unless notice of such incapacity has been communicated to BARNETT CAPITAL BANK in writing.
7. Errors in transmission. Any damage resulting from the use of postal services, telephone, telefax, telex, or any other system of communication or means of transportation, especially from losses, delays, misunderstandings, mutilations or duplications, must be borne by the Customer, unless BARNETT CAPITAL BANK is guilty of gross negligence.
8. Non-execution or late execution of order. In case of damage due to non-execution or late execution of orders (with the exception of stock exchange orders) BARNETT CAPITAL BANK is liable only for loss of interest, unless it has been notified in any particular case of the imminent risk of more extensive damages.
9. Right of lien and set-off. BARNETT CAPITAL BANK has a right of lien on all assets which it holds in custody for account of the Customer, either in its own custody or elsewhere, and a right of set-off against all funds credited to a Customer’s account in respect of all claims which BARNETT CAPITAL BANK may have against the Customer in the course of the business relationship. Both of these rights are irrespective of maturity or currency. The right of lien, however, is constituted only at the time the claim arises. This rule applies equally to credits and to loans which have been granted either on an unsecured basis or against special collateral. Upon default on the part of the Customer, BARNETT CAPITAL BANK shall be entitled to realize the pledged property, at its own discretion, either by force or private sale. Barnett Capital Bank reserves the right to offset any obligation acquired with institutional investors or sovereign nations with securities issued by the same institution or nation, given that such securities are duly registered and actively traded on open markets. In such circumstances, Barnett Capital Bank reserves the right to settle the eventual contractual obligations with  the aforementioned securities, even in case of default.
10. Current account. BARNETT CAPITAL BANK may credit and debit the customary or agreed interests, commissions, fees and taxes at its discretion, quarterly, semi-annually or annually. BARNETT CAPITAL BANK reserves the right to alter its commission or interest rates at any time, in particular if conditions in the money market have changed, and to inform the Customer of any alteration by circular letter, a notice posted in the customer service area, or in any other appropriate way. In the absence of any objection within one month, the statements of account issued by BARNETT CAPITAL BANK are deemed to have been approved, even if the confirmation statement to be signed by the Customer has not yet been received by BARNETT CAPITAL BANK. The express or tacit approval of the statement of account included the approval of all items, as well as any reservations of BARNETT CAPITAL BANK, contained in this statement. If the Customer has given several orders, the total amount of which exceeds the credit balance available or the credit facilities granted to him or her, BARNETT CAPITAL BANK is entitled to decide, at its own discretion and irrespective of the date they bear or the date of their receipt by BARNETT CAPITAL BANK, which orders are to be executed either in full or part.
11. Accounts in foreign currencies. BARNETT CAPITAL BANK’s assets corresponding to the Customer’s credit balances in foreign currency are held in the same currency in or outside the country of the currency in question. The Customer bears proportionately to his or her share all the economic or legal consequences which, as a result of measures taken by the authorities of such country, may affect any of BARNETT CAPITAL BANK’s assets in the country of the currency or in the country where the funds are placed. The obligations of BARNETT CAPITAL BANK arising from accounts in foreing currencies shall be discharged exclusively at the place of business of the office at which the accounts are held and solely through the establishment of a credit balance at BARNETT CAPITAL BANK, a correspondent bank or a bank named by the Customer in the country of the currency concerned. In the case of current accounts in foreign currencies, balances are placed in the country of the respective currency.
12. Crediting and debiting payments in foreign currencies. Amounts in foreign currencies are credited and debited in dollars, unless the Customer has given timely instructions to the contrary or is a holder of an account in the foreign currency in question. If the Customer maintains accounts in other currencies only, BARNETT CAPITAL BANK is free to credit or debit the Customer’s accounts in one of the currencies.
13. Bills of exchange, checks and other instruments. BARNETT CAPITAL BANK is entitled to re-debit unpaid bills of exchange, checks and other instruments previously discounted or credited. Until any such debit balance has been settled, however, BARNETT CAPITAL BANK retains the right to claim payment of the full amount of the bills of exchange, checks and all other instruments, including accessory claims, against any party liable under the instruments.
14. Weekends as legal holidays. In all business relations with BARNETT CAPITAL BANK, weekends shall be treated as public holidays.
15. Applicable law and place of jurisdiction. All legal relationship between the Customer and BARNETT CAPITAL BANK shall be exclusively governed by and construed in accordance with Dominica Law. The place of performance of all obligations of both parties, the place of debt collection, the latter only for Customers domiciled outside Dominica, as well as the exclusive place of jurisdiction for any disputes shall be the domicile of the BARNETT CAPITAL BANK office with which the contractual relationship exists. BARNETT CAPITAL BANK reserves the right, however, to take legal action against the Customer before the authority of his/her/its domicile or before any other competent authority, in which event exclusively Dominica Law shall remain applicable..
16. Termination of the business relationships.BARNETT CAPITAL BANK reserves the right to terminate any business relationships, in particular to cancel credit facilities which have been approved or drawn down, with immediate effect, in which case any claims of BARNETT CAPITAL BANK will become due and payable immediately unless otherwise agreed in writing.
17. Reservation of special regulations. In addition to being governed by these General Conditions, certain business lines are subject to special regulations issued by BARNETT CAPITAL BANK. In particular: The safe custody and administration (custodianship) of securities and other valuables, savings books and savings accounts, deposit books and deposit accounts, checkbooks, safe deposit boxes and night depositories. Moreover, stock exchange transactions are subject to the local rules, documentary transactions to the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, and collection and discount transactions to the general terms issued by the Dominica Bankers Association.
18. Alterations to the General Conditions. BARNETT CAPITAL BANK reserves the right to alter the General Conditions at any time. The Customer will be informed of these alterations by circular letter or in any other appropriate way, and in the absence of objection within a month the alterations are deemed to have been approved.
19. FOR THE USE OF ELECTRONIC AIDS THESE BASIC CONDITIONS APPLY TO THE FOLLOWING BARNETT CAPITAL BANK SERVICES DESIRED BY THE CUSTOMER OR A PERSON AUTHORIZED BY THE CUSTOMER FOR WHICH ELECTRONIC AIDS (I.E. CUSTOMER CARD/CHIP CARD, PIN CODE, PASSWORD, SCRATCH LIST, PRIVATE KEY, CERTIFICATE, ETC.) ARE EMPLOYED, BARNETT CAPITAL BANK CUSTOMER CARD WITH PIN CODE AND BARNETT CAPITAL BANK E-BANKING. IF THE INFORMATION IN THIS DOCUMENT DIFFERS FROM SPECIFIC CONDITIONS IN THE SPECIAL TERMS AND CONDITIONS FOR INDIVIDUAL BARNETT CAPITAL BANK SERVICES, THE LATTER SHALL TAKE PRECEDENCE; WHERE NO SUCH DIFFERENCES EXIST, BOTH DOCUMENTS SHALL COMPLEMENT EACH OTHER. FURTHERMORE, ALL OTHER TERMS AND CONDITIONS GOVERNING THE RELATIONSHIP WITH BARNETT CAPITAL BANK, SUCH AS CONDITIONS FOR OPENING A BANK ACCOUNT OR SAFEKEEPING ACCOUNT, THE BARNETT CAPITAL BANK GENERAL CONDITIONS AND THE CUSTODY REGULATIONS, ARE ALSO LEGALLY BINDING.
20. PROOF OF IDENTITY: IF THE CUSTOMER OR A THIRD PARTY EMPLOYS ELECTRONIC AIDS TO USE THE SELECTED SERVICE, THE IDENTITY OF THE USER IS NOT VERIFIED BY CHECKING SIGNATURES OR IDENTIFICATION DOCUMENTS. INSTEAD, THE IDENTITY IS ESTABLISHED IN AN AUTHENTICATION PROCESS USING THE ELECTRONIC AIDS MADE AVAILABLE TO THE CUSTOMER (SELF-IDENTIFICATION). THIS MEANS ALL THOSE WHO IDENTIFY THEMSELVES CORRECTLY HAVE ACCESS TO THE BUSINESS RELATIONSHIP CONCERNED. THE CUSTOMER IS ACCOUNTABLE AND LEGALLY LIABLE FOR ALL ACTIVITIES CARRIED OUT AFTER THE SYSTEM HAS AUTHORIZED ACCESS ON THE BASIS OF A POSITIVE ELECTRONIC IDENTITY CHECK.
21. OBLIGATION TO EXERCISE DUE DILIGENCE: THE CUSTOMER OR PERSON AUTHORIZED BY THE CUSTOMER IS OBLIGED TO TAKE PARTICULAR CARE WHEN STORING THE ELECTRONIC AIDS RECEIVED FOR PURPOSES OF IDENTIFICATION. PIN CODES, PASSWORDS, SCRATCH LISTS, PRIVATE KEYS AND OTHER ELECTRONIC SUPPORT TOOLS ARE TO BE KEPT SECRET. THEY MAY UNDER NO CIRCUMSTANCES BE DIVULGED, LET ALONE PASSED ON, TO OTHER PERSONS. ELECTRONIC AIDS MUST BE STORED SEPARATELY; I.E. PIN CODES AND PASSWORDS MUST NOT BE NOTED ON ANY OTHER ELECTRONIC AID (SUCH AS SCRATCH LIST, CUSTOMER/CHIP CARD) OR BE STORED ELECTRONICALLY. ACCESS TO THE PRIVATE KEYS MUST BE PROTECTED BY MEANS OF A PASSWORD THAT MEETS THE FOLLOWING REQUIREMENTS. IT MUST BE STORED ONLY ON RELIABLE HARDWARE (E.G. CHIP CARD) PIN CODES AND PASSWORDS MUST BE CHOSEN IN SUCH A WAY THAT THEY ARE NOT EASY TO DETECT OR WORK OUT (I.E. NOT BASED ON TELEPHONE NUMBERS, BIRTHDAYS, CAR LICENSE PLATES, ETC.). IF THERE ARE GROUNDS FOR SUSPECTING THAT A PIN CODE, PASSWORD, PRIVATE KEY OR SCRATCH LIST HAS BECOME KNOWN TO ANOTHER PERSON, THE CUSTOMER OR PERSON AUTHORIZED BY THE CUSTOMER MUST IMMEDIATELY ENSURE THAT IT IS CHANGED, DELETED OR BLOCKED. IF NECESSARY, THE RIGHTFUL USER MUST REQUEST ANOTHER SCRATCH LIST FROM BARNETT CAPITAL BANK, THE CERTIFICATE OF THE PRIVATE KEY MUST BE BLOCKED IMMEDIATELY. BARNETT CAPITAL BANK MUST BE IMMEDIATELY NOTIFIED OF THE LOSS OF ANY ELECTRONIC AID. THE CUSTOMER BEARS THE ENTIRE RESPONSIBILITY FOR ASSURING THAT OTHER PERSONS AUTHORIZED BY THE CUSTOMER TO HAVE ACCESS TO THE ELECTRONIC AIDS (ATTORNEYS-IN-FACT) SHALL ALSO COMPLY WITH THESE CONDITIONS.
22. BLOCKING ENTRY: WHEN EXPRESSLY REQUESTED TO DO SO, BARNETT CAPITAL BANK SHALL BLOCK ELECTRONIC ACCESS TO THE SERVICES SPECIFIED. A BLOCK CAN BE LIMITED TO THE ELECTRONIC AIDS OF A SPECIFICALLY NAMED PERSON IF THIS IS EXPLICITLY REQUESTED. A BLOCK CAN BE REQUESTED EITHER FROM THE BARNETT CAPITAL BANK OFFICE WHICH ADMINISTERS THE ACCOUNT OR SAFEKEEPING ACCOUNT OR FROM A SPECIAL SERVICE POINT. THE CUSTOMER OR PERSON AUTHORIZED BY THE CUSTOMER MAY ALSO BLOCK ACCESS THEMSELVES WHERE THIS IS PERMITTED BY THE ELECTRONIC AIDS. BLOCKED ACCESS CANNOT BE RESTORED UNTIL SO REQUESTED IN WRITING. THE CUSTOMER BEARS ANY RISKS RESULTING FROM THE USE OF ELECTRONIC AIDS BEFORE THE BLOCK HAS HAD TIME TO BE PUT INTO EFFECT USING NORMAL PROCEDURES.
23. TRANSMISSION ERRORS, TECHNICAL FAULTS, BREAKDOWNS AND ILLEGAL INSTRUCTIONS: BARNETT CAPITAL BANK EXCLUDES LIABILITY FOR DAMAGED SUFFERED DUE TO TRANSMISSIONS ERRORS, TECHNICAL FAULTS OR DEFECTS, BREAKDOWNS AND ILLEGAL INTRUSION OR INTERVENTION IN THE ATMS, TERMINALS, SCREENS OR OTHER EDP SYSTEMS OF THE CUSTOMER, A PERSON AUTHORIZED BY THE CUSTOMER OR A THIRD PARTY, OR IN EDP  SYSTEMS WHICH ARE GENERALLY ACCESSIBLE TO THE PUBLIC, UNLESS BARNETT CAPITAL BANK IS GUILTY OF GROSS NEGLIGENCE. SIMILARLY, BARNETT CAPITAL BANK CAN INCUR NO LIABILITY FOR DAMAGE SUFFERED DUE TO TECHNICAL FAULTS OR INTERRUPTIONS IN SERVICE (INCLUDING MAINTENANCE WORK REQUIRED BY THE SYSTEM) OR OVERLOADS AFFECTING ITS OWN AUTOMATED TELLER MACHINES OR EDP SYSTEMS.
24. INFORMATION FROM AUTOMATED TELLER MACHINES, TERMINALS AND OTHER EDP SYSTEMS: BARNETT CAPITAL BANK DOES NOT GUARANTEE IN ANY WAY THE ACCURACY OR COMPLETENESS OF INFORMATION AND REPORTS OBTAINED USING AUTOMATED TELLER MACHINES, TERMINALS, SCREENS OR OTHER EDP SYSTEMS (INCLUDING FIXED-LINE OR MOBILE TELEPHONES); IN PARTICULAR, INFORMATION REGARDING ACCOUNTS, SAFEKEEPING ACCOUNTS (ACCOUNT BALANCES, STATEMENTS OF ACCOUNT, TRANSACTIONS, ETC.), IS NOT LEGALLY BINDING AND MUST BE CONSIDERED PROVISIONAL. SIMILARLY BARNETT CAPITAL BANK REPORTS (SUCH AS STOCK PRICES AND EXCHANGE RATES) DO NOT CONSTITUTE LEGALLY BINDING OFFERS UNLESS EXPLICITLY STIPULATED AS SUCH.
25. OWNERSHIP: ALL THE ELECTRONIC AIDS PLACED AT THE USER’S DISPOSAL MUST BE USED IN ACCORDANCE WITH THE STIPULATED CONDITIONS. THE ELECTRONIC SUPPORT TOOLS MADE AVAILABLE TO BARNETT CAPITAL BANK REMAIN THE PROPERTY OF BARNETT CAPITAL BANK.
26. FEES: BARNETT CAPITAL BANK CHARGES A FEE FOR PARTICULAR SERVICES IN ACCORDANCE WITH A LIST OF FEES WHICH CUSTOMERS MAY CONSULT AT ANY TIME. THE CUSTOMER WILL BE INFORMED OF THESE FEES BEFOREHAND AND WILL BE NOTIFIED IN ADVANCE OF ANY CHANGES. BARNETT CAPITAL BANK HAS THE RIGHT TO DEBIT ANY FEES TO AN ACCOUNT.
27. CHANGES TO CONDITIONS: BARNETT CAPITAL BANK RESERVES THE RIGHT, AT ANY TIME, TO CHANGE THESE BASIC CONDITIONS, THE SPECIAL TERMS AND CONDITIONS FOR THE SERVICES MENTIONED AT THE BEGINNING OF THIS DOCUMENT OR ANY RELATED USER MANUALS. SUCH CHANGES WILL BE COMMUNICATED IN WRITING, ON THE SCREEN, BY BARNETT CAPITAL BANK CIRCULAR OR IN ANY OTHER MANNER DEEMED APPROPRIATE. IF THESE CHANGES ARE NOT CONTESTED IN WRITING WITHIN ON MONTH OF THEIR ANNOUNCEMENT, THEY ARE DEEMED TO HAVE BEEN ACCEPTED, AND IN ANY CASE USE OF THE ELECTRONIC AIDS AFTER SUCH CHANGES HAVE BEEN ANNOUNCED SHALL CONSTITUTE ACCEPTANCE.
28. NOTICE: ANY OR ALL OF THE BARNETT CAPITAL BANK SERVICES MENTIONED AT THE BEGINNING OF THIS DOCUMENT CAN BE TERMINATED AT ANY TIME BY LETTER, EITHER BY THE CUSTOMER, A PERSON AUTHORIZED BY THE CUSTOMER, OR BY BARNETT CAPITAL BANK. THE ELECTRONIC AIDS PROVIDED BY BARNETT CAPITAL BANK MUST BE RETURNED TO THE BARNETT CAPITAL BANK OFFICE WHICH ADMINISTERS THE ACCOUNT OF SAFEKEEPING ACCOUNT, WITHOUT HAVING TO BE REQUESTED, IMMEDIATELY AFTER SUCH NOTICE HAS BEEN GIVEN. DESPITE SUCH NOTICE OF TERMINATION, BARNETT CAPITAL BANK REMAINS ENTITLED TO SETTLE FOR THE CUSTOMER, WITH LEGALLY BINDING EFFECT, ALL TRANSACTIONS INITIATED BEFORE THE ELECTRONIC AIDS WERE RETURNED.
29. BANKING SECRECY/DATA PROTECTION: ATTENTION IS DRAWN TO THE FACT THAT DOMINICA LAW (E.G. ON BANKING SECRECY, DATA PROTECTION) EXTENDS ONLY TO DOMINICA TERRITORY AND THAT ALL DATA TRANSMITTED ABROAD THEREFORE CEASES TO ENJOY ANY PROTECTION UNDER DOMINICA LAW. BARNETT CAPITAL BANK IS HEREBY EXPLICITLY AUTHORIZED TO PROCESS ALL INFORMATION ON THE CUSTOMER SYSTEMATICALLY FOR ITS OWN MARKETING REQUIREMENTS.
30.  SEVERABILITY CLAUSE: SHOULD PARTS OF THESE BASIC CONDITIONS OR OF THE SPECIAL TERMS AND CONDITIONS ON THE SERVICES MENTIONED AT THE BEGINNING OF THESE DOCUMENT BECOME NULL AND VOID OR CEASE TO HAVE LEGAL EFFECT, THE REST OF THE CONDITIONS SHALL REMAIN VALID AS BEFORE. THE PARTIES SHALL INTERPRET THE CONDITIONS IN SUCH A WAY THAT THE OBJECTIVES OF THE PARTS WHICH BECAME NULL AND VOID OR WITHOUT LEGAL EFFECT MAY BE ACHIEVED TO THE GREATEST EXTENT POSSIBLE.
31.  THE CUSTOMER AGREES TO INFORM BARNETT CAPITAL BANK IMMEDIATELY OF ANY CHANGES IN ADDRESS OR E-MAIL ADDRESS.
32. IF THE CONSENT OF THE SPOUSE IS REQUIRED BY LAW FOR AN ACCOUNT TO BE OPENED, BARNETT CAPITAL BANK IS ENTITLED TO ASSUME THAT THIS CONSENT HAS BEEN GIVEN.
33. TRADING ON EUREX AND OTHER FORWARD EXCHANGES. I/WE DECLARE THAT I AM/WE ARE FULLY ACQUAINTED WITH THE FUNCTIONAL ASPECTS OF DERIVATIVE FINANCIAL INSTRUMENTS AND THE MARKETS ON WHICH THESE ARE TRADED, AS WELL AS WITH THEIR RULES AND REGULATIONS, AND THAT I AM/WE ARE AWARE THAT UNDER CERTAIN CIRCUMSTANCES MY/OUR INSTRUCTIONS MAY NOT BE CARRIED OUT IMMEDIATELY, AND/OR MAY ONLY BE CARRIED OUT PARTIALLY. I/WE ACKNOWLEDGE THAT BARNETT CAPITAL BANK IS OBLIGED TO MAINTAIN MARGIN COVER AT THE STOCK EXCHANGES ON WHICH IT CONDUCTS MY/OUR BUSINESS, AND THAT I AM/WE ARE REQUIRED TO PROVIDE MARGIN COVER AT THE TIME I/WE ISSUE MY/OUR INSTRUCTIONS (INITIAL MARGIN), AND THAT I AM/WE ARE ALSO OBLIGED TO PROVIDE ADDITIONAL COVER (VARIATION MARGIN) TO BARNETT CAPITAL BANK AT ITS REQUEST I/WE AUTHORIZE BARNETT CAPITAL BANK TO CLOSE OUT THE POSITION SHOULD THE ADDITIONAL REQUESTED SECURITY NOT BE RECEIVED ON THE FIRST BANKING DAY FOLLOWING THE REQUEST. I/WE ALSO EXPRESSLY AUTHORIZE BARNETT CAPITAL BANK TO FURTHER PLEDGE OR TO PROVIDE AS SECURITY ANY ASSETS PLEDGED TO BARNETT CAPITAL BANK FOR THE SAFEGUARDING OF MY/OUR POSITIONS. BARNETT CAPITAL BANK IS ALSO AUTHORIZED TO DEBIT MY/OUR ACCOUNT FOR ALL COMMISSIONS, FEES AND CHARGES THAT MAY ARISE, SHOULD BARNETT CAPITAL BANK NOT HAVE RECEIVED MY/OUR INSTRUCTIONS TO THE CONTRARY BEFORE 12 NOON TWO DAYS BEFORE THE MATURITY DATE, IT IS OBLIGED AND AUTHORIZED TO LIQUIDATE, EXERCISE OR TENDER ANY CONTRACT THAT IS LYING IN THE MONEY  FROM THIS TIME FORWARD. I AM/WE ARE AWARE, AND DULY ACCEPT, THAT ALL SHORT OPTIONS THAT ARE IN THE MONEY WILL BE TENDERED DAILY UP TO MATURITY (AMERICAN) OR ON MATURITY DATE (AMERICAN AND EUROPEAN), AND THAT CIRCUMSTANCES MAY ARISE WHICH COULD LEAD TO THE FACT THAT I/WE MAY NOT BE NOTIFIED OR TAKEN INTO ACCOUNT PUNCTUALLY. ALL TRANSACTIONS ARE CONDUCTED AT MY/OUR RISK, INDEPENDENT OF BARNETT CAPITAL BANK RELATIONSHIP TO THE RESPECTIVE COUNTERPARTIES. I AM/WE ARE AWARE THAT BARNETT CAPITAL BANK IS REQUIRED TO OBSERVE THE APPLICABLE LAW IN THE COUNTRY OF THE RESPECTIVE STOCK EXCHANGE AS WELL AS THE VALID REGULATIONS, GENERAL RULES AND PRACTICES OF THESE STOCK EXCHANGES, AND I/WE ALSO DULY ACKNOWLEDGE THESE AS APPLICABLE TO THE EXTENT THAT THEY PERTAIN TO THE RELATIONSHIP BETWEEN ME/US AND BARNETT CAPITAL BANK. I/WE EXPRESSLY CONFIRM THAT I AM/WE ARE ACQUAINTED WITH THE CORRESPONDING REGULATIONS, GENERAL RULES AND PRACTICES, AND THAT I/WE HAVE RECEIVED A COPY OF THE INFORMATION DOCUMENT ON FUTURES AND OPTIONS, AND UNDERSTAND ITS CONTENTS.
34. FOREIGN EXCHANGE. THE FOLLOWING PROVISIONS APPLY WITH REGARD TO SPOT, FORWARD AND OPTION TRANSACTIONS IN FOREIGN EXCHANGE WITH BARNETT CAPITAL BANK. A. MASTER AGREEMENT. THE TRANSACTIONS CONCLUDED BETWEEN ME/US AND BARNETT CAPITAL BANK FORM A SINGLE CONTRACTUAL RELATIONSHIP TOGETHER WITH THIS AGREEMENT. B. INDIVIDUAL TRANSACTIONS SIGNATURE OF THIS AGREEMENT DOES NOT REPRESENT AN OBLIGATION TO CONCLUDE A TRANSACTION. INDIVIDUAL TRANSACTIONS CAN BE AGREED INFORMALLY. BARNETT CAPITAL BANK WILL ISSUE A CONFIRMATION FOR EACH TRANSACTION. C. EXERCISING OPTIONS AN AMERICAN OPTION CAN BE EXERCISED DURING THE EXERCISE PERIOD ON ANY BANKING DAY, THOUGH ON EXPIRY DAY BY NOT LATER THAN A DEADLINE EQUIVALENT TO 10 A.M. NEW YORK TIME (FOREX OPTIONS) DECLARATIONS TO EXERCISE OPTIONS WHICH ARE NOT RECEIVED ON EXPIRY DAY BY THE DEADLINE CITED ABOVE ARE NOT VALID. D. EXERCISING OF OPTIONS BY BARNETT CAPITAL BANK INSOFAR AS, AND TO THE EXTENT THAT, ASSETS HAVE BEEN DEPOSITED BY ME/US WITH BARNETT CAPITAL BANK (E.G. IN THE FORM OF A MARGIN OR DEPOSIT OF UNDERLYING ASSETS), FROM WHICH BARNETT CAPITAL BANK IS ABLE TO SATISFY ITS REQUIREMENTS OR WHICH BARNETT CAPITAL BANK CAN USE FOR SET-OFF PURPOSES, NOTIFICATION OF EXERCISE OF AN OPTION BY BARNETT CAPITAL BANK IS NOT NECESSARY. I/WE HEREWITH AUTHORIZE BARNETT CAPITAL BANK TO SET OFF OR TO ACQUIRE THE CORRESPONDING UNDERLYING ASSETS AND TO NOTIFY ME/US ABOUT THE EXERCISING OF THE OPTION AT A LATER TIME. E. EVENTS OF DEFAULT IN THE EVENT OF DEFAULT ON MY/OUR PART (E.G. FAILURE TO COMPLY WITH A MARGIN CALL), BARNETT CAPITAL BANK IS ENTITLED TO TERMINATE THIS AGREEMENT TOGETHER WITH ALL TRANSACTIONS. THIS ENTITLEMENT ON THE PART OF BARNETT CAPITAL BANK ALSO APPLIES IF I/WE OTHERWISE FAIL TO MEET ANY OBLIGATIONS TOWARDS BARNETT CAPITAL BANK WITHIN THE SPECIFIED DEADLINE OR IF IT COMES TO THE BARNETT CAPITAL BANK’S.
35. KNOWLEDGE THAT MY/OUR FINANCIAL SITUATION HAS DETERIORATED IN SUCH A MANNER THAT, IN THE ASSESSMENT OF BARNETT CAPITAL BANK, THE FULFILLMENT OF MY/OUR OBLIGATIONS ARISING FROM THIS AGREEMENT MAY BE AT RISK. IN THE EVENT THAT BANKRUPTCY, MORATORIUM OR RECONSTRUCTION PROCEEDINGS SHOULD BE INSTIGATED AGAINST ME/US, OR SHOULD MY/OUR ASSETS BE SEIZED, THEN THIS AGREEMENT SHALL BE UNDERSTOOD TO HAVE BEEN DISSOLVED IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE EVENT CONCERNED. IN THE EVENT OF PREMATURE TERMINATION OF THIS AGREEMENT OR OF INDIVIDUAL TRANSACTIONS, THE OBLIGATIONS NOT YET DUE FOR PERFORMANCE IN CONNECTION WITH THE TRANSACTIONS CONCERNED SHALL BE CANCELLED AND REPLACED BY THE OBLIGATION OF PROVIDING A LIQUIDATION VALUE IN CHF OR IN ANOTHER CURRENCY ACCEPTABLE TO BARNETT CAPITAL BANK. THE LIQUIDATION VALUES OF THE TRANSACTIONS CONCERNED WILL BE CALCULATED BY BARNETT CAPITAL BANK AND SET OFF AGAINST ONE ANOTHER SO THAT IN THE END ONE SINGLE AMOUNT IS DUE EITHER TO BARNETT CAPITAL BANK.
36. PERFORMANCE OF A MARGIN. I/WE ACKNOWLEDGE THE FACT THAT BARNETT CAPITAL BANK RESERVES THE RIGHT TO REQUIRE A MARGIN DEPOSIT FOR ITS CLAIMS ARISING FROM THE TRANSACTIONS CONCLUDED WITH ME/US ACCORDING TO ITEMS 1 AND/OR 2 ABOVE, WHICH IS TO BE DEPOSITED WITH BARNETT CAPITAL BANK. THE AMOUNT OF THIS MARGIN DEPOSIT SHALL BE SPECIFIED BY BARNETT CAPITAL BANK EITHER ON A GENERAL BASIS OR FROM CASE TO CASE, TAKING THE DURATION AND RATES/PRICES OF THE INDIVIDUAL TRANSACTIONS INTO ACCOUNT, AND OBSERVING THE APPLICABLE LAW AND REGULATIONS. BARNETT CAPITAL BANK IS ENTITLED TO CHANGE ITS GENERAL MARGIN REQUIREMENTS AT ANY TIME. DURING THE LIFE OF A TRANSACTION, BARNETT CAPITAL BANK ALSO HAS THE RIGHT TO INCREASE THE ORIGINAL MARGIN REQUIREMENT OR TO SUBSEQUENTLY SPECIFY A MARGIN DEPOSIT FOR A TRANSACTION THAT HAS BEEN CONCLUDED WITHOUT ONE. BARNETT CAPITAL BANK ALSO HAS THE RIGHT TO DEMAND SUPPLEMENTARY COVER (MARGIN CALLS) IF, AS A RESULT OF CHANGES IN MARKET PRICES AFTER CONCLUSION OF THE TRANSACTION, A LOSS WOULD RESULT FOR ME/US IN THE CASE OF LIQUIDATION OF THE TRANSACTIONS, OR IF THE VALUE OF THE MARGIN DEPOSIT SHOULD HAVE DIMINISHED. IN THESE CASES, I/WE UNDERTAKE TO FURNISH BARNETT CAPITAL BANK WITH THE SUPPLEMENTARY OR NEW SECURITY AT FIRST REQUEST. IN THE EVEN T THAT I/WE SHOULD FAIL TO COMPLY WITH A MARGIN CALL WITHIN ON BANKING DAY – OR IN THE EVENT OF DETERIORATED MARKET CONDITIONS, WITHIN A SHORTER DEADLINE TO BE SPECIFIED BY BARNETT CAPITAL BANK – BARNETT CAPITAL BANK SHALL BE ENTITLED, THOUGH NOT OBLIGED, TO CONDUCT WHATEVER TRANSACTIONS ARE NECESSARY TO ENSURE THAT THE OPEN TRANSACTIONS WILL BE OFFSET OR COVERED UPON COMING DUE, AND TO HOLD ME /US RESPONSIBLE FOR ANY LOSS THEREBY INCURRED BY BARNETT CAPITAL BANK. SHOULD A LOSS ARISE, BARNETT CAPITAL BANK SHALL BE ENTITLED, THOUGH NOT OBLIGED, TO SE OFF SUCH LOSS AGAINST THE MARGIN DEPOSIT OR TO DISPOSE OVER THE DEPOSIT AS IT SEES FIT AND SET OFF THE PROCEEDS AGAINST THE LOSS CONCERNED. BARNETT CAPITAL BANK IS ALSO ENTITLED TO PROCEED ACCORDING TO ITEM 2, SECTION F ABOVE. PLEDGING: THE ASSETS WHICH SERVE AS SECURITY FOR BARNETT CAPITAL BANK ARE HEREWITH PLEDGED TO BARNETT CAPITAL BANK. THE DETAILS OF A PLEDGE ARE FIXED IN A SEPARATE PLEDGE DECLARATION. THIRD PARTY PLEDGOR/GUARANTOR IF THE MARGIN COVER IS TO BE PROVIDED BY A THIRD PARTY, THE ABOVE PROVISIONS SHALL ALSO APPLY IN FULL TO THE THIRD-PARTY PLEDGOR.
37. RISK DISCLOSURE. DERIVATIVES AND FORWARD TRANSACTIONS CARRIED OUT WITH BARNETT CAPITAL BANK OR BY BARNETT CAPITAL BANK ON MY/OUR ACCOUNT ARE AT MY/OUR RISK, AND I/WE HEREWITH EXPRESSLY RELEASE BARNETT CAPITAL BANK FROM ANY MONITORING OBLIGATION AND RESPONSIBILITY. I/WE ACKNOWLEDGE TO HAVE RECEIVED AND TAKEN NOTICE OF THE BROCHURE “SPECIAL RISKS IN SECURITIES TRADING”.  OWN INITIATIVE. I/WE ACKNOWLEDGE THAT ALL TRANSACTIONS ARE TO BE CONCLUDED ON MY/OUR OWN INITIATIVE AND ON THE BASIS OF MY/OUR OWN ASSESSMENT OF THE MARKET CONDITIONS, AND NOT ON THE BASIS OF ADVICE OR RECOMMENDATIONS ON THE PART OF BARNETT CAPITAL BANK. CAPACITY TO ACT. I/WE CONFIRM THAT I/WE POSSESS THE NECESSARY CAPACITY TO ACT IN CONNECTION WITH DERIVATIVES TRADING AND FORWARD TRANSACTIONS, OR THAT I AM /WE ARE EMPOWERED TO DO SO. CAPACITY TO ACT. I/WE CONFIRM THAT I/WE POSSESS THE NECESSARY CAPACITY TO ACT IN CONNECTION WITH DERIVATIVES TRADING AND FORWARD TRANSACTIONS, OR THAT I AM /WE ARE EMPOWERED TO DO SO.
38. TERMS AND CONDITIONS. THIS AGREEMENT IS SUBJECT TO THE GENERAL CONDITIONS OF BARNETT CAPITAL BANK, AND IN PARTICULAR TO THE PROVISIONS OF SAID CONDITIONS CONCERNING SET-OFF AND RIGHT OF LIEN. APPLICABLE LAW AND PLACE OF JURISDICTION. THE PRESENT AGREEMENT AND/OR DECLARATION SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMINICA LAW. THE PLACE OF PERFORMANCE OF ALL OBLIGATIONS OF BOTH PARTIES, THE PLACE OF DEBT COLLECTION, THE LATTER ONLY FOR CUSTOMERS DOMICILED OUTSIDE DOMINICA, AS WELL AS THE EXCLUSIVE PLACE OF JURISDICTION FOR ANY DISPUTES ARISING OUT OF AND IN CONNECTION WITH THE PRESENT AGREEMENT AND/OR DECLARATION SHALL BE BARNETT CAPITAL BANK RESERVES THE RIGHT, HOWEVER, TO TAKE LEGAL ACTION AGAINST THE UNDERSIGNED BEFORE THE AUTHORITY OF HIS/HER/ITS DOMICILE OR BEFORE ANY OTHER COMPETENT AUTHORITY, IN WHICH EVENT EXCLUSIVELY THE DOMINICA LAW SHALL REMAIN APPLICABLE.
39. I/WE HEREBY AUTHORIZE THE BARNETT CAPITAL BANK TO EXERCISE THE VOTING RIGHTS PERTAINING TO SHARES AT GENERAL MEETINGS OF SHAREHOLDERS AND TO DELEGATE THIS AUTHORITY AS IT SEES FIT. BY VIRTUE OF THIS PROXY, BARNETT CAPITAL BANK IS AUTHORIZED BUT NOT OBLIGATED TO REPRESENT THE UNDERSIGNED AT SUCH GENERAL MEETINGS AND TO EXERCISE THE VOTING RIGHTS IN CONNECTION WITH SHARES, WHICH, AT THE TIME SUCH GENERAL MEETINGS ARE HELD, ARE ON DEPOSIT FOR MY/OUR ACCOUNT OR OTHERWISE LODGED WITH BARNETT CAPITAL BANK. I/WE RECOGNIZE THAT BARNETT CAPITAL BANK WILL ONLY EMPLOY THIS PROXY WHERE A COMPANY ASKS T BARNETT CAPITAL BANK TO EXERCISE THE VOTING RIGHTS AT A GENERAL MEETING. IN SUCH CASES, I/WE WILL BE INFORMED PRIOR TO THE GENERAL MEETING CONCERNING PROPOSALS TO BE PRESENTED, AND BE ASKED TO PROVIDE VOTING INSTRUCTIONS. SHOULD MY/OUR INSTRUCTIONS NOT BE MADE AVAILABLE IN TIME, BARNETT CAPITAL BANK WILL VOTE IN FAVOR OF THE BOARD OF DIRECTORS’ PROPOSALS. THIS GENERAL PROXY SHALL REMAIN IN FORCE EVEN AFTER MY/OUR DEATH OR INCAPACITY TO ACT.
40. POWER OF ATTORNEY FOR THE MANAGEMENT OF ASSETS FOR EXTERNAL ASSET MANAGERS: 1. COMPREHENSIVE ASSET MANAGEMENT I/WE AUTHORIZE THE ABOVE NAMED ATTORNEY – WITHOUT POWER OF SUBSTITUTION – TO MANAGE ON MY/OUR BEHALF, WITHOUT ANY RESTRICTIONS, ALL ASSETS DEPOSITED AT ANY TIME FOR MY/OUR ACCOUNT WITH BARNETT CAPITAL BANK UNDER THE ABOVE MENTIONED ACCOUNT NUMBER. IN PARTICULAR, THE ATTORNEY IS AUTHORIZED TO ISSUE INSTRUCTIONS FOR THE PURCHASE AND SALE OF SECURITIES AND FOREIGN EXCHANGE, TO CONVERT AND EXCHANGE SECURITIES, TO ENGAGE IN ARBITRAGE OPERATIONS AND SUBSCRIPTIONS, TO EXERCISE OR SELL SUBSCRIPTIONS RIGHT, TO PURCHASE SHARES OF NON-BARNETT CAPITAL BANK INVESTMENT FUNDS OR OTHER UNLISTED SECURITIES, TO CARRY OUT INVESTMENTS ON A FIDUCIARY BASIS – IN BARNETT CAPITAL BANK’S OWN NAME BUT AT MY/OUR EXPENSE AND RISK – TO UTILIZE ELECTRONIC SERVICES PROVIDED BY BARNETT CAPITAL BANK, TO CHOOSE A PLACE OF JURISDICTION, AS WELL AS TAKE ALL OTHER MEASURES, WHICH HE/SHE MAY DEEM APPROPRIATE IN CONNECTION WITH THE MANAGEMENT OF MY/OUR ASSETS. THE ATTORNEY IS ALSO AUTHORIZED TO GIVE LEGALLY BINDING INSTRUCTIONS TO BARNETT CAPITAL BANK IN MY/OUR NAME FOR THE MANAGEMENT OF ASSETS AND TO CONCLUDE SECURITIES LENDING AGREEMENTS ON MY/OUR ACCOUNT CONCERNING SECURITIES IN CUSTODY. I/WE HEREBY ACCEPT RESPONSIBILITY FOR ANY OBLIGATION ARISING AS A RESULT OF ANY ACTIVITY UNDERTAKEN BY THE ATTORNEY AND FURTHERMORE, I/WE ACCEPT RESPONSIBILITY AS DEBTOR(S) TO BARNETT CAPITAL BANK. THE ATTORNEY IS NOT, HOWEVER, AUTHORIZED TO WITHDRAW, ENTIRELY OR PARTIALLY, SECURITIES/RIGHTS OR CREDIT BALANCES OF ANY KIND, TO PLEDGE THEM FOR CLAIMS OF BARNETT CAPITAL BANK AGAINST THE ATTORNEY OR THIRD PARTIES OR EFFECT PAYMENTS OTHER THAN FOR PURCHASING THE SAID ASSETS OR FOR EXECUTING THE ABOVE MENTIONED TRANSACTIONS FOR THE PRINCIPAL’S ACCOUNT. 2. CONCLUSION OF SEPARATE AGREEMENTS BARNETT CAPITAL BANK REQUIRES SEPARATE AGREEMENTS FOR CONDUCTING CERTAIN TYPES OF BUSINESS TRANSACTIONS. I/WE HEREBY AUTHORIZE THE ATTORNEY TO CONCLUDE SUCH CONTRACTS ON MY/OUR ACCOUNT AND TO ACCEPT ANY GUIDELINES AND INFORMATION BULLETINS REGARDING THE RISKS ATTENDANT UPON SPECIFIC TRANSACTIONS AND, IF NEED BE, TO LEGALLY SIGN FOR ME/US. 3. CREDIT/PLEDGING OF ASSETS. IN THE CONTEXT OF ASSET MANAGEMENT, THE ATTORNEY IS AUTHORIZED TO APPLY FOR CREDIT AT BARNETT CAPITAL BANK IN MY/OUR NAME AND FOR MY/OUR ACCOUNT TO PLEDGE MY/OUR ASSETS FOR CLAIMS AGAINST ME/US BY BARNETT CAPITAL BANK AND TO SIGN THE CORRESPONDING CREDIT AGREEMENTS ON MY BEHALF. THE ADDITIONAL FUNDS OBTAINED VIA THIS CREDIT CAN BE MANAGED BY THE ATTORNEY ON THE BASIS OF THIS POWER OF ATTORNEY. 4. DERIVATIVES TRADING AND FORWARD TRANSACTIONS I/WE EXPRESSLY AUTHORIZE THE ATTORNEY TO CARRY OUT ALL TYPES OF DERIVATIVES TRANSACTIONS, SUCH AS OPTIONS AND FINANCIAL FUTURES AND FORWARD TRANSACTIONS. I/WE HEREBY CONFIRM THAT TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS AND FORWARD TRANSACTIONS UNDERTAKEN BY THE ATTORNEY FOR MY/OUR ACCOUNT ARE AT MY/OUR RISK AND THAT I/WE EXPRESSLY RELEASE BARNETT CAPITAL BANK FROM ANY RESPONSIBILITY. IN PARTICULAR, I AM/WE ARE AWARE THAT THE NAMED DERIVATIVE FINANCIAL INSTRUMENTS AND FORWARD TRANSACTIONS ARE NOT ONLY EMPLOYED FOR HEDGING PURPOSES AND THAT, DEPENDING ON PRODUCT AND STRATEGY, THERE COULD BE A CONSIDERABLE RISK OF LOSSES. I AM/WE ARE AWARE THAT MARGIN COVERAGE IS REQUIRED FOR SPECIFIC FORWARD AND DERIVATIVE TRANSACTIONS AND THAT MY/OUR ASSETS AT BARNETT CAPITAL BANK WILL BE PLEDGED AS SECURITY FOR BARNETT CAPITAL BANK’S MARGIN REQUIREMENTS. 5. RISK DECLARATION I/WE HEREBY DECLARE THAT I/WE ARE TO BE INFORMED BY THE ATTORNEY CONCERNING THE SPECIAL RISKS ACCOMPANYING SPECIFIC TYPES OF TRANSACTION, IN PARTICULAR IN CONNECTION WITH SECURITIES TRANSACTIONS, AND I/WE EXPRESSLY RELIEVE BARNETT CAPITAL BANK OF ANY RESPONSIBILITY FOR INFORMING ME/US OF THESE RISKS. 6. DEBITING THE MANAGEMENT FEE THE ATTORNEY IS AUTHORIZED TO DIRECTLY DEBIT MY/OUR ACCOUNT FOR HIS/HER MANAGEMENT FEES (INCLUDING EXPENSES AND – WHERE APPLICABLE – TAXES). THERE IS NO OBLIGATION ON THE PART OF BARNETT CAPITAL BANK TO MAKE ANY EXAMINATION REGARDING THIS CHARGE. I AM/WE ARE AWARE THAT BARNETT CAPITAL BANK CAN GRANT THE ATTORNEY VOLUME DISCOUNTS ON THE COMMISSIONS CHARGED TO ME/US. THE ATTORNEY HAS THE SOLE RESPONSIBILITY TO INFORM ME/US OF SUCH ACTION REGARDING VOLUME DISCOUNTS. 7. NO SUPERVISORY DUTIES OF BARNETT CAPITAL BANK I AM/WE ARE AWARE THAT BARNETT CAPITAL BANK EXERCISES NO CONTROL WHATSOEVER OVER THE TRANSACTIONS UNDERTAKEN BY THE ATTORNEY SELECTED BY ME/US AND TO BE SUPERVISED BY ME/US. BARNETT CAPITAL BANK IS NOT OBLIGED TO CHECK WHETHER ORDERS, INSTRUCTIONS AND DIRECTIVES AS WELL AS CONTRACTS ARE SUITABLE, NOR TO WARN AGAINST THE CONCLUSION OR TO REFUSE THE EXECUTION OF ANY SUCH TRANSACTIONS. I AM/WE ARE AWARE THAT BARNETT CAPITAL BANK DOES NOT MONITOR WHETHER THE ATTORNEY ADHERES TO BINDING GUIDELINES AND REGULATIONS OF PROFESSIONAL ORGANIZATIONS OR TO REGULATIONS WHICH BARNETT CAPITAL BANK ITSELF WOULD HAVE TO OBSERVE IF IT MANAGED THESE ASSETS. IN ANY CASE, IT IS UP TO THE ATTORNEY TO KEEP ME/US INFORMED OF HIS TRANSACTIONS. 8. RECEIPT OF INVOICES, CUSTODY ACCOUNTS STATEMENTS AND NOTIFICATIONS THE ATTORNEY HAS NO ACCESS TO THE CORRESPONDENCE RETAINED AT THE BANK IN ACCORDANCE WITH MY/OUR INSTITUTION. THE ATTORNEY IS HOWEVER AUTHORIZED TO TAKE RECEIPT OF THE DUPLICATE OR COPIES OF INVOICES, CUSTODY ACCOUNT STATEMENTS AND OTHER NOTIFICATIONS SENT TO ME/US. 9. COMMUNICATION BETWEEN BANK AND ATTORNEY; ISSUING OF INSTRUCTIONS BY THE ATTORNEY INSTRUCTIONS AND INFORMATION CAN BE ISSUED VIA ANY COMMUNICATIONS CARRIER (IN ADDITION TO REGULAR MAIL ALSO VIA TELEPHONE, FAX ELECTRONIC BANKING, ETC). THE ATTORNEY IS EXPRESSLY AUTHORIZED TO SIGN ADDITIONAL CONTRACTS THAT MAY BE REQUIRED. WITH REGARD TO COMMUNICATION WITH THE BANK, IN PARTICULAR THE ISSUING OF INSTRUCTIONS, THE ATTORNEY IS AUTHORIZED TO APPOINT OTHER PERSONS TO ASSIST HIM/HER. 10. VALIDITY  THIS POWER OF ATTORNEY SHALL REMAIN IN FORCE UNTIL EXPRESSLY REVOKED BY ME/US AND BARNETT CAPITAL BANK IS INFORMED OF SUCH ACTION IN WRITING. THE POWER OF ATTORNEY SHALL ALSO REMAIN IN FORCE AFTER MY/OUR DEATH OR MY/OUR INCAPACITY TO ACT. 11. APPLICABLE LAW AND PLACE OF JURISDICTION THE PRESENT POWER OF ATTORNEY SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH DOMINICA LAW. THIS POWER OF ATTORNEY APPLIES TO ALL TRANSACTIONS CARRIED OUT BY THE ATTORNEY. IN ADDITION THE GENERAL CONDITIONS OF BARNETT CAPITAL BANK, REGULATIONS REGARDING CUSTODY AND ALL OTHER RELEVANT SPECIAL CONDITIONS OF BARNETT CAPITAL BANK ALSO APPLY, AS DO CONTRACTS (SUCH AS SECURITIES AGREEMENTS, CREDIT AGREEMENTS) CONCLUDED BY THE PRINCIPAL OR THE ATTORNEY ACTING IN THE PRINCIPAL’S NAME WITH BARNETT CAPITAL BANK OR THIRD PARTIES (SUCH AS BROKERS, SECURITIES EXCHANGES, ETC) FOR THE PURPOSE OF MANAGING THE PRINCIPAL’S ASSETS. THE PLACE OF PERFORMANCE OF ALL OBLIGATIONS OF BOTH PARTIES, THE PLACE OF DEBT COLLECTION, THE LATTER ONLY FOR CLIENTS DOMICILED OUTSIDE DOMINICA, AS WELL AS THE EXCLUSIVE PLACE OF JURISDICTION FOR ANY DISPUTES ARISING OUT OF AND IN CONNECTION WITH THIS POWER OF ATTORNEY SHALL BE DOMINICA. BARNETT CAPITAL BANK RESERVES THE RIGHT, HOWEVER, TO TAKE LEGAL ACTION AGAINST THE GRANTOR OF THE POWER OF ATTORNEY BEFORE THE AUTHORITY OF HIS/HER/ITS DOMICILE OR BEFORE ANY OTHER COMPETENT AUTHORITY, IN WHICH EVENT EXCLUSIVELY DOMINICA LAW SHALL REMAIN APPLICABLE.
41. SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND IN OTHER AGREEMENTS GOVERNING YOUR ACCOUNTS WITH BARNETT CAPITAL BANK (THE BANK), YOU HEREBY AUTHORIZE THE BANK TO ACCEPT AND CHARGE TO ANY OF YOUR ACCOUNTS NOW OR HEREAFTER ESTABLISHED WITH US (THE ACCOUNTS) INSTRUCTIONS (EACH, A “PAYMENT ORDER”) WHETHER TRANSMITTED ORALLY, ELECTRONICALLY (INCLUDING BY TELEFAX) OR IN WRITING, TO PAY A SPECIFIED AMOUNT OF U.S. DOLLARS OR, UNDER CERTAIN CIRCUMSTANCES, FOREIGN CURRENCY TO YOU OR A THIRD PARTY DESIGNED BY YOU. THE BANK MAY INFORM TIME TO TIME BY WRITTEN NOTICE TO YOU AMEND THE TERMS AND CONDITIONS OF THIS AGREEMENT. EVEN IF YOU DO NOT SIGN THIS AGREEMENT, YOU WILL BE DEEMED TO HAVE AGREED TO ITS TERMS BY SENDING A PAYMENT ORDER TO US OR BY OUR RECEIVING A PAYMENT ORDER FOR YOUR ACCOUNT.
42. You authorize us to accept your facsimile signatures on this account and agree that your facsimile signature will have the same legal force and effect as your original signature.
43. YOU AUTHORIZE BARNETT CAPITAL BLANK TO REQUEST AND PRESENT TO BARNETT’S CORRESPONDENT AND CUSTODIAN BANKS ANY INFORMATION THOSE ENTITIES MAY REQUEST ABOUT YOU AND ANY TRANSACTION YOU MAY NEED TO PROCESS TO US.
44. YOU HAVE SELECTED A SECURITY PROCEDURE (THE “SECURITY PROCEDURE”) TO BE USED IN CONNECTION WITH PAYMENT ORDERS AS NOTED BELOW. IF THE SECURITY PROCEDURE IS A PERSONAL IDENTIFICATION NUMBER (PIN), YOU ACKNOWLEDGE THAT THE SECURITY PROCEDURE IS COMPLETELY ACCEPTABLE TO YOU AND IS COMMERCIALLY REASONABLE. IF THE SECURITY PROCEDURE IS OTHER THAN A PIN., YOU ACKNOWLEDGE THAT THE BANK HAS OFFERED YOU A PIN SECURITY PROCEDURE AND YOU SELECTED ANOTHER SECURITY PROCEDURE AFTER CONSIDERING AND REJECTING THE PIN SECURITY PROCEDURE. PAYMENT ORDERS AND CANCELLATIONS OR AMENDMENTS THERETO ARE SUBJECT TO VERIFICATION BY THE BANK PURSUANT TO THE SECURITY PROCEDURE.
45. YOU SHALL BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OR DISCLOSURE OF SECURITY PROCEDURE MATERIALS ENTRUSTED TO YOU. YOU AUTHORIZE THE BANK TO ACCEPT AND CHARGE TO THE ACCOUNTS, WITHOUT LIMITATION AS TO AMOUNT, AND YOU AGREE TO BE BOUND BY, EACH PAYMENT ORDER TO A DESIGNATED BENEFICIARY (AND EACH AMENDMENT OR CANCELLATION OF A PAYMENT ORDER), PROVIDED THAT IS ACCEPTED BY THE BANK ACTING IN COMPLIANCE WITH THE SECURITY PROCEDURE, WHETHER OR NOT SUCH PAYMENT ORDER WAS IN FACT ACTUALLY AUTHORIZED BY YOU. THE BANK MAY DEBIT AN ACCOUNT FOR THE AMOUNT OF A PAYMENT ORDER EVEN THOUGH THE PAYMENT ORDER MAY BE FOR THE BENEFIT OF ANY OF YOUR OFFICERS, AGENTS OR EMPLOYEES.
46. IF THE BANK RECEIVES A PAYMENT ORDER TO TRANSFER FUNDS FROM AN ACCOUNT NOT CONTAINING SUFFICIENT FUNDS, THE BANK MAY, BUT SHALL NOT BE OBLIGATED TO, ACCEPT THE PAYMENT ORDER BY A. CREATING AN OVERDRAFT IN THE ACCOUNT OR B. TRANSFERRING FUNDS FROM OTHER ACCOUNTS, IN EITHER CASE ONLY TO THE EXTENT OF ANY DEFICIENCY.
47. THE BANK HAS THE RIGHT TO REJECT OR DELAY ACCEPTANCE OF ANY PAYMENT ORDER FOR ANY REASON, INCLUDING INSUFFICIENT FUNDS IN THE ACCOUNTS OR INCOMPLETE OR AMBIGUOUS INSTRUCTIONS. MOREOVER, THE BANK SHALL NOT BE OBLIGATED TO ACCEPT OR EFFECTUATE ANY AMENDMENT TO, OR CANCELLATION OF, ANY PAYMENT ORDER AND MAY CONDITION ITS DOING SO UPON RECEIPT OF AN INDEMNITY AND/OR BOND ACCEPTABLE TO IT.
48. YOU SHOULD SPECIFY ROUTING INSTRUCTIONS ON EACH PAYMENT ORDER, INCLUDING THE ACCOUNT NUMBER OF THE INTENDED BENEFICIARY. IF YOU DO NOT SPECIFY ROUTING INSTRUCTIONS, THE BANK IS INSTRUCTED TO SEND PAYMENT ORDERS THROUGH SUCH CORRESPONDENTS AS APPEAR APPROPRIATE IN THE BANK’S SOLE DISCRETION AFTER CONSULTING STANDARD REFERENCES AS TO CORRESPONDENT RELATIONSHIPS. IN EXECUTING EACH PAYMENT ORDER, THE BANK SHALL USE THE FUNDS TRANSFER AND COMMUNICATIONS SYSTEMS IN WHICH IT PARTICIPATES AND WHICH APPEAR APPROPRIATE IN CONNECTION WITH SUCH PAYMENT ORDER. THE BANK SHALL NOT BE LIABLE FOR ANY ERRORS, DELAYS, OR NEGLIGENCE OF SUCH FUNDS TRANSFER OF COMMUNICATIONS SYSTEMS, OR OF ANY INTERMEDIARY, AGENT OR SUB-AGENT USED BY THE BANK IN PROCESSING A PAYMENT ORDER, EACH OF WHICH SHALL BE DEEMED TO BE YOUR AGENT.
49. YOU AGREE TO IMMEDIATELY CONFIRM IN WRITING ANY PAYMENT ORDER MADE BY TELEPHONE, BUT THE BANK’S RESPONSIBILITY WITH RESPECT TO ANY SUCH PAYMENT ORDER SHALL NOT BE AFFECTED BY ITS FAILURE TO RECEIVE SUCH CONFIRMATION OR BY THE CONTENTS THEREOF.
50. IN EXECUTING PAYMENT ORDERS, THE BANK MAY RELY UPON IDENTIFYING OR ACCOUNT NUMBERS OF A BENEFICIARY, A BENEFICIARY’S BANK, OR AN INTERMEDIARY BANK RATHER THAN UPON NAMES. THE BANK SHALL HAVE NO DUTY TO DETECT ANY INCONSISTENCY BETWEEN THE NAME AND ANY NUMBER CONTAINED IN A PAYMENT ORDER. ACCORDINGLY, YOU ARE RESPONSIBLE FOR ANY SUCH INCONSISTENCY AND SHALL INDEMNIFY AND HOLD THE BANK HARMLESS FROM ANY LOSS, LIABILITY, EXPENSE, OR DAMAGE IT MAY INCUR OR SUFFER AS A RESULT OF ANY SUCH INCONSISTENCY AND SHALL INDEMNIFY AND HOLD THE BANK HARMLESS FROM ANY LOSS, LIABILITY, EXPENSE, OR DAMAGE IT MAY INCUR OR SUFFER AS A RESULT OF ANY SUCH INCONSISTENCY, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES OF LITIGATION.
51. THE BANK SHALL PROVIDE YOU WITH PERIODIC STATEMENTS OR ADVICE DESCRIBING EACH PAYMENT ORDER MADE ON YOUR BEHALF. SUCH STATEMENTS OR ADVICE SHALL BE PRODUCED ON A MONTHLY OR MORE FREQUENT BASIS AS DETERMINED BY THE BANK, AND EITHER SENT TO YOU OR HELD BY THE BANK IN ACCORDANCE WITH ANY OTHER WRITTEN INSTRUCTIONS FROM YOU REGARDING THE HANDLING OF CORRESPONDENCE RELATING TO THE ACCOUNTS. IF STATEMENTS OR OTHER CORRESPONDENCE RELATING TO A PAYMENT ORDER IS HELD BY THE BANK PURSUANT TO SUCH INSTRUCTIONS, YOU WILL BE DEEMED TO HAVE RECEIVED SUCH STATEMENTS OR CORRESPONDENCE WHEN THEY ARE MADE AVAILABLE FOR YOU TO PICK UP AT THE BANK. YOU WILL BE DEEMED TO RECEIVE ANY INFORMATION THAT IS SENT TO YOU BY THE BANK FIVE BUSINESS DAYS AFTER SUCH INFORMATION IS MAILED IN ACCORDANCE WITH THE PROVISIONS OF THE ACCOUNT OPENING APPLICATION(S) OR OTHER DOCUMENTS GOVERNING THE ACCOUNTS.
52. WITHIN A REASONABLE TIME NOT EXCEEDING FIVE BUSINESS DAYS OF RECEIPT OF ANY INFORMATION RELATING TO A PAYMENT ORDER OR THE NEXT BUSINESS DAY FOLLOWING THE RECEIPT OF AN INDIVIDUAL ADVICE, WHICHEVER PERIOD IS SHORTER, YOU SHALL NOTIFY THE BANK OF ANY DISCREPANCIES, UNAUTHORIZED TRANSACTIONS OR OTHER ERRORS. IF YOU COMMUNICATE SUCH NOTIFICATION ORALLY, YOU SHALL CONFIRM IT PROMPTLY IN WRITING. IF THE
53. BANK SHALL HAVE RECEIVED PAYMENT FROM YOU OF A PAYMENT ORDER ISSUED IN YOUR NAME WHICH THE BANK HAS EXECUTED OR PAID, AND THE
54. BANK SHALL HAVE SENT OR OTHERWISE MADE AVAILABLE TO YOU NOTIFICATION REASONABLY IDENTIFYING THE PAYMENT ORDER, YOU SHALL BE PRECLUDED FROM ASSERTING THAT THE BANK IS NOT ENTITLED TO RETAIN PAYMENT OF THE AMOUNT OF PAYMENT ORDER; OR FROM OTHERWISE OBJECTING TO ANY DEBIT TO THE ACCOUNTS THEREFORE, UNLESS THE BANK HAS RECEIVED WRITTEN NOTIFICATION OF SUCH OBJECTION WITHIN ONE MONTH OF THE DATE OF THE BANK’S FIRST NOTIFICATION TO YOU IDENTIFYING THE PAYMENT ORDER.
55. UPON REQUEST, YOU WILL PROVIDE THE BANK WITH ANY TRANSACTION INFORMATION NECESSARY TO HANDLE INQUIRIES AND TRACING, INCLUDING BUT NOT LIMITED TO DOLLAR AMOUNTS, ACCOUNT(S) AFFECTED, DATES AND BENEFICIARIES.
56. THE BANK IS AUTHORIZED BUT NOT OBLIGATED TO RECORD TELEPHONE CONVERSATION BETWEEN YOU AND THE BANK AND YOU HEREBY CONSENT TO THE BANK’S DOING SO. THIS AUTHORIZATION AND CONSENT SHALL REMAIN IN EFFECT FOR ALL TELEPHONE CONVERSATIONS UNLESS AND UNTIL IT IS REVOKED BY YOU IN A WRITING DELIVERED TO AND ACTUALLY RECEIVED BY THE BANK. THE BANK’S UNDERSTANDING OF ANY ORAL INSTRUCTIONS SHALL BE CONTROLLING IN THE EVENT OF A DISCREPANCY WITH ANY WRITTEN CONFIRMATION OF SUCH INSTRUCTIONS, WHETHER OR NOT THE BANK RECORDS ANY CONVERSATION RELATING TO SUCH INSTRUCTIONS, AND WHETHER OR NOT ANY AVAILABLE RECORDING OF SUCH CONVERSATION IS UNDERSTANDABLE.
57. THE BANK SHALL HAVE NO RESPONSIBILITY FOR LOSSES OR DELAYS CAUSED BY FIRE OR OTHER CATASTROPHE, MECHANICAL, COMPUTER, TELECOMMUNICATION OR ELECTRICAL FAILURES, OR AN ACT OF GOD OR CIRCUMSTANCES BEYOND ITS CONTROL. CIRCUMSTANCES BEYOND THE BANK’S CONTROL INCLUDE, WITHOUT LIMITATION, DECLARED OR UNDECLARED WAR, ASSET FREEZES, EXCHANGE CONTROLS, CENSORSHIP, NATIONALIZATION, CONFISCATION, EXPROPRIATION, BLOCKAGE, REVOLUTION, OR ANY LAW, DECREE, MORATORIUM, OR REGULATION, COMPULSION OR CONTROL OF PUBLIC AUTHORITY OR OF DOMESTIC OR FOREIGN GOVERNMENT, DE JURE OR DE FACTO. THE OBLIGATION, IF ANY, OF THE BANK WITH RESPECT TO ANY FUNDS TRANSFER, OR THE RETURN OF FUNDS TO THE ORIGINATOR OR SENDER THEREOF, SHALL BE SUSPENDED AS NECESSITATED BY ANY OF THE SITUATIONS OR CIRCUMSTANCES DESCRIBED ABOVE.
58. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE DOMINICA AND BARBUDA.
59. YOU AGREE TO INDEMNIFY THE BANK AND TO HOLD IT HARMLESS FROM ANY LOSS, LIABILITY, EXPENSE OR DAMAGE (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES OF LITIGATION) RESULTING FROM THE BANK’S ACCEPTANCE AND EXECUTION OF PAYMENT ORDERS IN GOOD FAITH.
60. THE BANK MAY CHARGE, AND YOU SHALL PAY TO THE BANK PROMPTLY, ITS USUAL AND CUSTOMARY FEES AS DETERMINED FROM TIME TO TIME FOR FUNDS TRANSFER SERVICES. THE BANK MAY, IN ITS SOLE DISCRETION, DEBIT ANY OF THE ACCOUNTS IN THE AMOUNT OF ANY FEES OR OTHER CHARGES OWING FROM YOU TO THE BANK.
61. YOU AGREE THAT ANY ACTION OR PROCEEDING REGARDING A PAYMENT ORDER OR THIS AGREEMENT SHALL BE HEARD BY THE DOMINICA COURT SITTING IN DOMINICA, AND YOU SUBMIT TO THE JURISDICTION OF EACH SUCH COURT IN ANY SUCH ACTION OR PROCEEDING. YOU AND THE BANK EACH WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATED TO ANY PAYMENT ORDER OR THIS AGREEMENT.

THE PRESENT AGREEMENT AND/OR DECLARATION SHALL BE EXCLUSIVELY GOVERNED  BY AND CONSTRUED IN ACCORDANCE WITH THE DOMINICA LAW.