combank paymaster undertaking - Commercial Bank of Ceylon PLC

ComBank PayMaster
Commercial Bank of Ceylon PLC
COMMERCIAL BANK OF CEYLON PLC
COMBANK PAYMASTER UNDERTAKING
To : Commercial Bank of Ceylon PLC
No. 21, Bristol Street,
Colombo 1,
Sri Lanka.
Date: ………………..
We …………………………………………………………………………………… …………………... (“the Customer”)
Of ……………………………………………………………………………………… ………………………………………
hereby request you to permit us the use of Commerci al Bank’s Total Payment Solution facility named “ComBank
Paymaster” and in considering of your doing so, we agree, undertake, bind and oblige ourselves and our
successors as follows:
1. Definition
In this document the following definitions shall apply ;
Bank or ComBank
Commercial Bank of Ceylon PLC, a banking company duly Incorporated in
Sri Lanka having its Registered Office at No. 21, Bristol Street, Colombo 01,
Sri Lanka and its successors and assigns.
Banking Day
A day on which Banks in Sri Lanka are open to business as usual.
ComBank Paymaster
The Commercial Bank of Ceylon PLC’s Total Payment Solution.
Bank’s Scale of Charges
The Bank’s scale according to which charges are lev ied from time to time
from Customers/Agents permitted to Use Commercial Bank’s “ComBank
Paymaster” facility. These charges may be varied by the Bank in its
absolute discretion from time to time without notice.
Customer
An account holder /agent or a group of account holders/agents of the Bank
who have been permitted the use of Commercial Bank’ s “ComBank
Paymaster” facility.
Customer Instructions
Any request or instruction to the Bank effected through the “ComBank
Paymaster” facility by the use of a User Id and a P assword.
Intellectual Property Rights
Any and all rights of copying design right know how patent design trademark
and any other intellectual property rights of any description whether the
rights of the Bank therein were acquired by way of acquisition assignment or
other mode.
Password
A ny c onfide ntia l P a s s word, C ode or N umbe r, whe the r issued or created by
the Customer (or any of the Customer’s Primary Delegates) and any
combinations thereof, which may be used to access C ommercial Bank’s
“ComBank Paymaster” facility or to issue a Customer Instruction under the
“ComBank Paymaster” facility.
Primary Delegates
Delegates appointed by the Customer/Agent to act on its behalf in
“ComBank Paymaster” facility from to be to time.
Clause headings are inserted for convenience of reference and shall not affect the interpretation of this agreement.
Unless the context otherwise requires, words importing the singular shall include the plural and Vice - versa.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
2. Representation
We are aware that,
2.1
“ComBank Paymaster” facility is made available through a computer-based system or a suite of
programs which is a product developed and marketed by Commercial Bank of Ceylon PLC .
2.2
Accordingly the “ComBank Paymaster” facility is expected to enable Customers to give instructions,
effect payments and make requests to the Bank through computer terminals.
2.3
This is computer based product and authorization of transactions and identification of request for access
and retrieval of information and the receipt and processing of instructions given to the Bank is carried out
by a Computer system by reference to a Password and not by reference to signature. Accordingly,
authorizations request and instructions given to th e Bank by the use of such a Password shall be
deemed to be given by the person recognized by such Password.
2.4
Authorization requests and instructions given t o the Bank through “ComBank Paymaster” facility by
using of a Password shall deemed to have been given by the authorized person recognized by such
Password and the Customer undertakes to be bound by the authorization requests and instructions so
given.
2.5
Where the person recognized by such Password is a customer or Primary Delegate of a Customer such
authorization request and instructions shall deemed to have been given by that customer.
2.6
“ComBank Paymaster” facility is made available by a computer based system or program and a
computer generated acknowledgement of instructions and requests is given immediately. However,
except designated on-line transactions, in all transactions, compliance time, which may vary from time to
time and from transactions, will be made known on request, to the Customer.
2.7
“ComBank Paymaster” facility is available on a 24 hour basis. Transactions/payments concluded through
“ComBank Paymaster” facility between the hours of 9.00am to 4.00pm on a Banking Day. All other
transactions are deemed to be concluded at 9.00am o f the Banking Day immediately following
transactions. Overseas Customers, please note that all times are Sri Lankan time which is +5.30 Hrs
GMT.
3. The Service
“ComBank Paymaster” facility is designed to give Customers the ability to access and retrieve information, effect
payments to accounts at Commercial Bank, Other Bank s and to Non-Customers over the counter only on
production of a reference number and to give instructions to the Bank, through the Internet using the Customers
computer terminal. While the Bank will take all reasonable steps to ensure a continuous and satisfactory service
at all times, it cannot warrant or guarantee an uninterrupted or a wait-free service.
The payments received via this facility would be paid out to beneficiaries through the Bank’s branch network
during the banking hours on a Banking Day. The payment of the remittance to the beneficiary would be m ade
only on production of the correct reference number of the said remittance.
4. Bank Charges
4.1
The Bank may in its absolute discretion increase or vary any items in the Bank’s scale of charges with or
without prior notice to the customer.
4.2
The Customer agrees and undertakes to pay all c harges to the Bank as per the Bank’s scale of charg es
from time to time, as and when due. The Customer authorises the Bank to recover such charges from
any one of the Customer’s accounts, without prior notice.
4.3
Failure to pay or to make available sufficient funds to enable the Bank to recover the aforesaid Bank
Charges on or before the due date shall entitle the Bank to discontinue and withdraw the “ComBank
Paymaster” facility from such Customer without any prior notice whatsoever.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
5. Security Control
5.1
The Customer undertakes to ensure that its Prim ary Delegates keep all Passwords strictly secret and
confidential at all the times and that no one other than the Primary Delegates will have access to or have
knowledge of his password.
5.2
The Customer shall ensure that security measures within the customer’s control are both adequate and
properly maintained.
5.3
The Customer shall ensure that its Primary Delegates change their Passwords regularly to ensure
greater security.
5.4
The Customer shall ensure that all entries to its accounts are monitored closely and checked and
verified regularly and that the Bank is notified of any error or discrepancy forthwith.
5.5
The Bank may accept any customer instructions given by using a Password acceptable to “Commercial
Bank’s “ComBank Paymaster” facility as authentic and properly authorized and the Bank shall be under
no obligation to investigate the authority of the p ersons giving customer instructions or to verify the
accuracy and completeness of customer instructions so given.
6. Customer’s Instructions
6.1
The Customer shall be fully responsible for all Customer Instructions given and payments/transacti ons
effected by the use of a Password attributable to one of its Primary Delegates. The Customer and/or the
Primary Delegate concerned shall not be entitled to disclaim responsibility for Customer Instructions so
given without the Customer’s knowledge or authority and/or without the knowledge or authority of a
Primary Delegate.
6.2
The Bank shall not be responsible for any consequences whatsoever of any Customer Instructions being
inaccurate or incomplete. The meaning and substance of Customer Instructions shall be as understood
by the Bank. The customer undertakes to notify the Bank immediately by writing addressed to the
Manager, e-Banking Division, Commercial Bank of Ceylon PLC, 21, Bristol Street, Colombo 01, Sri
Lanka of any known or suspected unauthorised access or unauthorised transaction and in the event of
such notification the Bank shall take reasonable steps to avoid the occurrence of loss or damage by
such unauthorised access or transaction.
7. Conflicting Instructions
The Bank shall be entitled, but not obliged, to accept Customer Instructions as instructions which have been
properly authorized by the customer, notwithstanding that such instructions conflict or may conflict with or are in
anyway inconsistent with any other instructions received by the Bank relating to any of the Customer’s accounts
or transactions. However the Bank may in its absolute direction reject or refuse to act on any Customer
Instruction without notice and without assigning any reason to the Customer. The Bank is under no obligation to
cancel or amend any payment or other instruction after it has been transmitted to the Bank. However, the Bank
may use its reasonable efforts to act on a request made by the Customer for cancellation or amendment of a
payment, remittance or other instruction prior to t he Bank’s execution of such instruction, but the Bank shall not
be liable in any manner howsoever if such cancellation or amendment is not effected.
8. Obligation of the Customer
The duties obligations liabilities and covenants of the Customer shall be in addition to, and not in substitution or
derogation of the provisions of any other agreements mandates or document, whatsoever executed by the
Customer in favour of the Bank and the rights/ entitlements of the Customer under these presents, shal l always
be subject to the performance of all duties obligations liabilities and covenants by the customer unde r these
presents or other agreements, mandates and document s.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
9. Licence for Facility and Documentation
The Bank grants the Customer a non-transferable license to use the Commercial Bank’s “ComBank Paymaste r”
facility and any provisions thereof provided by the Bank to the Customer in connection with the “ComBank
Paymaster" facility. The Customer shall be responsi ble for such equipment and related transmission links. The
Customer shall keep the aforesaid materials strictly confidential at all times and shall not copy such materials,
(except the “ComBank Paymaster” facility for security purposes), or shall not allow any other person access to
them without the Bank’s prior consent. The “ComBank Paymaster” materials and all copies thereof and all
intellectual property rights therein shall remain t he exclusive property of the Bank.
10. Conformity of Facility
10.1
The Customer agrees that the Bank does not warrant or guarantee (whether express implied or
otherwise), the fitness, suitability or the performance of “ComBank Paymaster” facility.
10.2
The Customer agrees and accepts that the Bank cannot guarantee that the operation of “ComBank
Paymaster” facility will be uninterrupted or error free.
11. Agent of the Customer
The Customer hereby appoints the Bank as the Custom er’s agent for the purpose of:
11.1
Instructing on the Customer’s behalf any relevant institution to transmit or otherwise communicate to the
Bank and/or “e-Banking Division” any information concerning the Customer and the Customer’s
account(s) whether now in existence or opened hereafter with any such institution; and
11.2
Agreeing on the Customer’s behalf with any relevant Institution that the provisions of this under taking
shall mutatis mutandis apply as between the Custome r and such Institution (references in these clauses
to the Bank being deemed to be references to such Institution and references in these clauses to
“ComBank Paymaster” facility being deemed to include references to any similar services provided by
such Institutions.)
12. Information to Third Parties
The Customer authorises the Bank to provide third parties with such information relating to the Customer and the
Customer’s account(s) as may, in the Bank’s reasonable opinion, be necessary in order to give effect to a
Customer Instruction or in order to comply with the order of any court, government agency or lawful authority in
any jurisdiction.
13. Delay & Failure to Provide Service
The Customer agrees that the Bank shall not be liable to the Customer for any loss or damage whatsoever which
the Customer may suffer if the Bank is delayed or prevented from providing the Customer with the “ComB ank
Paymaster” facility or any other service by reason of strikes, industrial dispute, failure or suspensi on of power
supplies or telecommunication system or other system or equipment or any other causes beyond the Bank’ s
control, including technical causes in the Bank’s computer or software systems, whether such causes co nstitute
force majeure or not.
14. Liability of Loss
Under no circumstances shall the Bank be liable to the Customer (whether in contract, tort, including negligence
strict liability or otherwise) for any consequential direct or indirect loss including without limitation loss of profits or
contract (whether foreseeable by the Bank or not) a rising out of or related to “ComBank Paymaster” facility.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
15. Validity and Enforceability of Instructions
The Customer agrees not to contest and to be bound by the validity or enforceability of messages including
Customer Instructions transmitted electronically between the parties as part of the provision and use of
“ComBank Paymaster” facility. Any messages, if introduced as evidence in any judicial or other proceedings, will
be admissible as between the parties subject to the same conditions as other records that are maintain ed in
documentary form and the parties shall not bring in to question or dispute the admissibility as evidenc e of
messages exchange and stored on the basis of this a greement.
16. Admissibility of Statements of Account in Evidence
Notwithstanding the provisions of any law or any other agreement between the parties hereto the Custom er
agrees and accepts that a statement with the follow ing certification from two officers of the Bank shall be
admissible in evidence against him in all legal and other proceedings between the Bank and the Customer in
respect of any matter whether such matters arise under these presents or otherwise and such a statemen t
(whether computer statement or otherwise) shall be final binding and conclusive between the parties for all
purposes until and unless the Customer proves the contrary.
Certification:
We do hereby certify that the above is a true and correct statement in terms of the clause (16) of the “ComBank
PayMaster” agreement entered into by the above name d Customer.
……………………………… …….
A u th o r i s e d O f f i c e r o f th e B a n k
…………………………………….
A u th o r i s e d O f f i c e r of the Bank
17. Entirety of The Agreement
17.1
This agreement and the connected Mandate and Indemnity constitutes the entire agreement between
the Bank and the customer relating to the use of the “ComBank Paymaster” facility, but any other
agreement(s) between the parties and/or Mandate relating to the conduct of the Customer’s account(s)
with the Bank by means other than “ComBank Paymaste r” facility shall be unaffected.
17.2
Each of the provisions of this Agreement is severable and distinct from the others and, if one or more of
them is or become illegal, invalid or unenforceable , the remainder shall not be affected in any way by
reason of such illegality, invalidity or unenforcea bility.
18. Alteration to Agreement
18.1
The Bank reserves the right to change by way of alteration, addition, deletion or amendment the t erms
and conditions contained in this agreement with a simple notice giving the effective date to the
Customer. If the Customer does not agree with such changes, the Customer shall terminate this
agreement on or before the effective date of change by giving written notice of termination prior to the
effective date. If the Customer does not give such written notice of termination it shall be deemed th at
the Customer has accepted the change.
18.2
Notwithstanding any law or practice to the contrary, the Customer agrees and accepts that the
“ComBank Paymaster” facility is a general service provided by the Bank to customers and the Bank
shall have the absolute and unquestionable right an d authority to change any term or condition of this
agreement and that the Customer’s only remedy is to terminate this agreement.
19. Recording
The Bank may (but shall not be obliged to) record and the Customer hereby consents to the Bank recording all
transactions, remittances effected and instructions given by using “ComBank Paymaster” facility in discs and/or
any other method or medium and the customer agrees that the only evidence of such transaction or instruction
shall be such recording by the Bank and such recording shall be conclusive and binding on the customer and will
remain the property of the Bank.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
20. Joint and Several Liability
If there is more than one person as Customer then under these terms and conditions apply,
20.1
Liabilities and obligations of each of them shall be joint and several,
20.2
Reference to the Customer shall be construed, as the context, to any or each of them,
20.3
Each of them shall be bound even though any other Customer of any person intended to be bound
hereby is not, and
20.4
The Bank shall be entitled to deal separately with the Customer on any matter, including the discharge of
any liability to any extent, without affecting the liability of any other Customer.
21. Precaution by the Customer
21.1
The Customer declares and is aware that the Bank will be acting upon the Customer instructions
received by the Bank’s “ComBank Paymaster” facility through the “e-Payments” facility to effect various
types of monetary transactions and that the said el ectronic message feature has no transaction or
authorisation limits built in to it.
21.2
The Customer shall ensure that no instructions are given as Customer Instructions by any unauthorised
person or in any unauthorised manner howsoever.
21.3
If the Customer Instructions are effected by the Primary Delegates, the Customer shall take steps and
precautions to ensure that Primary Delegates act within the authority granted by the Customer.
21.4
The Customer shall ensure that no person other than a Primary Delegate will access “ComBank
Paymaster” facility.
21.5
The Customer shall ensure that no Primary Dele gate will use any Password / User ID other than the
ones provided by the Bank to such Primary Delegate or duly created by such Primary Delegate.
22. Indemnity
The Customer shall keep the Bank indemnified at all times against claims, demands, actions, proceeding s,
damages, losses, costs, and expenses which may be brought against or incurred by the Bank and which shall or
may arise directly or indirectly out of or in connection with the “ComBank Paymaster” facility consequent to any
failure breach negligence commission omission or representation (including representations contained h erein) on
the part of the Customer or its agents or servants unless due to the wilful default of the Bank and th is indemnity
shall continue to be valid and effectual notwithstanding the termination of these presents.
23. Termination
Without prejudice to the Customer’s right to termin ate in terms of clause 18 above, either party may t erminate
this Agreement on thirty (30) days notice to the other provided that the Bank shall be entitled to terminate this
Agreement immediately in the event of a material breach or threatened breach of it by the Customer or upon
closure of the Customer account(s) with the Bank or in the opinion of the Bank the Customer or any of its
employees or agents pose a potential threat to the security of “ComBank Paymaster” facility.
24. Effect of Termination
Upon termination for any reason the Customer’s lice nce to use “ComBank Paymaster” facility and any material
or information provided for that purpose shall cease forthwith and the Customer shall immediately return to the
Bank “ComBank Paymaster” materials, including all c opies thereof, and erase the contents of any “Commercial
Bank’s ComBank Paymaster” held on hard or floppy di sc and the Bank shall be entitled to destroy or make
ineffective all Passwords given to Prime Delegates of such Customer.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
25. Notice
Any notice or communication to be given pursuant to this agreement shall be sufficient if given in writing and
personally delivered; or mailed by certified or registered mail, postage prepaid; or sent by electronic means,
provided a hard copy print-out is delivered or mailed by the end of the second working day following the date of
transmission to the address of the other party as f ollows:
For the Bank:
The Manager, eBanking Centre, Commercial Bank of Ce ylon PLC, No 21, Bristol Street, Colombo 01, Sri Lanka.
For the Customer:
The name of the authorised personal and the contact details should be filled in here.
Name
Address
………………..………………………………………… …..…..………………………..
………………..………………………………………………..…… ..…………………..
………………..…………………………………………… …..…..……………………..
: ………………..……………………………………………………..………… …………
: ………………..……………………………………………………..………… …………
:
:
Contact No
E Mail
26. Governing Law and Jurisdiction
Any matter or dispute arising out of or in connection with this agreement shall be governed by and construed in
accordance with the laws of Sri Lanka and the parti es hereto submit to the exclusive jurisdiction of t he Courts of
Sri Lanka having jurisdiction over the place in which the registered office of the Bank is situated at the time of
institution of legal proceedings.
……….…………
D a te
…...................……………
…………………………
C o m p a n y R u b b e r S ta m p & A u th o r i s e d C u s to m e r S i gnature/s
As per the ComBank PayMaster Mandate
FOR OFFICE USE ONLY
Signatures verified and operating instructions comply with the mandate.
……….…………
…………………………………………
Date
Branch Rubber Stamp & Authorised Signature
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Commercial Bank of Ceylon PLC
ComBank PayMaster
COMBANK PAYMASTER MANDATE
FOR LIMITED LIABILITY & PUBLIC COMPANIES
To:
Commercial Bank of Ceylon PLC (the Bank) of 21, Bri stol Street, Colombo 1, Sri Lanka.
Name of Company :
……………………………………………………………………………………………………………………………………
Registered Office :
……………………..……………………………………… ……………………………………………………………………..
……………………..……………………………………… ……………………………………………………………………..
Certified Extracts from the Minutes of a meeting of the Board of Directors of
………………………………………………………………………………………………….……………………………….
held on ……………………………………………………………………………..…………………… ………………………
at ……………….……………………………………………………………………………………… ………………………..
The Commercial Bank’s Total Payment Solution
“ComBank Paymaster”
It was resolved;
1. To request the Bank to permit the Company the use of “ComBank Paymaster” facility.
2. To adopt the “ComBank PayMaster” Customer Undertaking and that it be executed on behalf of the
Company under the hands of …………… .....…………………………….. …………………………………………...
and…………………………………………………………………………………………………………………….…….
(in terms of the Articles of Association).
3. That the following person be and are hereby appointed as the Primary Delegates of the Company for the
purposes of the said Undertaking and that each such person be granted a User ID and a separate Password
which shall be duly acknowledged under their signatures.
The Linked Accounts relating to each such Primary D elegate and the types of payments they are authoriz ed
to perform shall be as given below.
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Commercial Bank of Ceylon PLC
ComBank PayMaster
Delegate : A
Full Name
Designation
Authority Level : Supervisor / Delegate
:
………………………………………………………………………………………….
.………………………………………………………………………………………….
: ……………………………………….
Contact No: Office :
…………………..….
Mobile : …………..………….
Email Address :
Office
:
Personal
Account Number
…………………………………………………………………………
:
………………………………………………………………………....
: ......…………………..………
Security Information
1. NIC No : ……………………… .…………………
2. Date of Birth : … …………….…………………..
3. Mother’s Maiden Name : … ..………… ……….
Type of payments
1.
2.
3.
4.
5.
Payments to Commercial Bank A/Cs
Payments to other local Bank A/Cs
Cash payments
Payments by cheques/Drafts
Special Payments **
Dual Control Required
(Y/N)
**S p e c i a l P a y m e n ts :
(If yes, All monitory transactions will require supe
rvisor authorisation)
N a m e o f th e I n s ti tu te
R e g i s tr a ti o n No
E TF
................................................
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....
..............................................
Signature of the Delegate : …………………………………
Delegate : B
Full Name
Designation
Authority Level : Supervisor / Delegate
:
………………………………………………………………………………………….
.………………………………………………………………………………………….
: ……………………………………….
Contact No: Office :
…………………..….
Mobile : …………..………….
Email Address :
Office
:
Personal
Account Number
…………………………………………………………………………
:
………………………………………………………………………....
: ......…………………..………
Security Information
1. NIC No : ……………………… .…………………
2. Date of Birth : … …………….…………………..
3. Mother’s Maiden Name : … ..………… ……….
Type of payments
1.
2.
3.
4.
5.
Payments to Commercial Bank A/Cs
Payments to other local Bank A/Cs
Cash payments
Payments by cheques/Drafts
Special Payments **
Dual Control Required
**S p e c i a l P a y m e n ts :
(Y/N)
(If yes, All monitory transactions will require supe
rvisor authorisation)
N a m e o f th e I n s ti tu te
R e g i s tr a ti o n No
E TF
................................................
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....
..............................................
..
Signature of the Delegate : …………………………………
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Commercial Bank of Ceylon PLC
4.
ComBank PayMaster
That any changes in the above appointments of t he Primary Delegates shall be effected only by
........................................................................................................................................................................................................................
and would become effective only upon receipt of wri tten confirmation from the Bank that such changes
have been effected
5. That the Bank be entitled but not obliged to and is hereby authorized to accept any instructions gi ven to it by
use of User IDs and Passwords given by the Bank to the Primary Delegates and/or created by such Primary
Delegates using “ComBank Paymaster” facility and such instructions shall be and shall deem to be
instructions which have been duly authorized by the Company notwithstanding that such instructions con flict
with or are in any way inconsistent with any other instructions received under any other mandate given by
the company to the Bank.
6. That these resolution be communicated to the Ban k and shall remain in force until an amending resol ution
shall have been passed by the Company’s Board of Directors and a certified copy thereof shall have bee n
received by the Bank and the Company receives writt en confirmation from the Bank that such amending
resolution has been given effect to.
7. That these instructions and mandate shall be in addition to the mandate already given to the Bank b y the
Company.
8. That the Company shall hold the Bank harmless an d indemnified against all and any loss damage expense
cost or demand incurred or arising by reason of the Bank acting in terms of this mandate and authoriza tion”.
We do hereby certify that the above resolution of the Board of Directors of..……………………………………..were
passed at a meeting of the Board of Directors duly convened and held on the ……………………..day
of……………………………………….and the same has been duly entere d in the minutes book and are in
accordance with the Articles of Association of the Company.
.................................
Date
..................................................
Chairman
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...................................................
Secretary
( S i g n a tu r e o n th e R u b b e r S ta m p )
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