This Agreement entered into between the CMBDirect Corporate customer (hereinafter called "the Customer") and Caribbean Mercantile Bank N.V. (hereinafter called "the Bank") is to define the terms and conditions, which govern the use of CMBDirect Corporate.

Definitions:

CMBDirect Corporate:
This is a secured website which the Customer can log on to make use of the following services offered:

  1. Balance inquiry on account types made available on CMBDirect Corporate by the Bank.
  2. Transaction History inquiry on Current, Savings and Credit Card Accounts.
  3. Downloading of Transaction History on Current, Savings and Credit Card Accounts in the following industry-standard formats:
    1. Comma Separated Values (CSV)
    2. Data Interchange Format (DIF)
    3. Quicken Import File (QIF)
    4. Open Financial Exchange (OFX)
  4. View online statements of account types made available on CMBDirect Corporate by the Bank.
  5. Inquiry on the status of checks.
  6. Make transfers within the Customer’s own Current and Savings Accounts.
  7. Make payments to the following type of beneficiaries:
    1. From a pre-defined global list of beneficiaries at the Bank.
    2. Those beneficiaries created and maintained by the Customer on his own. The beneficiaries can be customers of the Bank or can bank anywhere, either locally or internationally.
    3. Payments are subject to the following daily and amount limits, subject to change by the Bank.

      Transaction type Number per Day Amount Per Day
      (AWG)      		 Amount Single Transaction
      (AWG)
      Account Transfers (within own accounts) Unlimited 10,000,000 10,000,000
      Local Payments (from vendor list) Unlimited 10,000,000 10,000,000
      Local Payments (3rd party, not vendor list) Unlimited 10,000,000 10,000,000
      International Payments Unlimited 10,000,000 10,000,000

  8. Receive information from the Bank regarding unprocessed transactions.
  9. Read mail on the site generated by CMBDirect Corporate with regards to the Customer's payment transactions or sent by the Bank.
  10. Send mail to the Bank.
  11. Review current exchange rates.
  12. Change the Password when the Customer deems necessary.
  13. Request the modification of your CMBDirect Corporate profile.

Customer:
A client of the Bank who has applied and been accepted for CMBDirect Corporate.

Customer Representative:
The user authorized by Customer to access CMBDirect Corporate with rights to view and/or manage the bank account(s) of Customer. The request to appoint a Customer Representative will be submitted by the Customer being either the owner(s) or director(s) of a business and accepted by the Bank as such. It is mandatory that each Customer Representative has it’s own Electronic Signature.

Beneficiary:
A third party that the Customer can send funds to. The beneficiary can be banking at the Bank, or at any other bank, either local or international.

User ID:
The code used by a Customer to identify himself on CMBDirect Corporate. The User ID, when used together with the corresponding Password and associated Additional Authentication, will allow the Customer to enter the CMBDirect Corporate website.

Password:
Each secret combination of numbers or letters selected by the Customer for his use alone, as a means of identifying him to use CMBDirect Corporate services after successful initial logon. Often referred to as customer selected password.

Additional Authentication:
Any additional authentication or verification mechanism used by the Bank or provided to the Customer to be used in conjunction with the User ID and Password to gain access to CMBDirect Corporate.

Electronic Signature:
The combination of User ID, Password and Additional Authentication that, if correctly specified, allows the Customer access to CMBDirect Corporate.

Active Accounts:
Are those accounts having Customer initiated transactions during the past 365 consecutive days, or Customer transaction privileges i.e.: not blocked.

Inactive accounts:
Are those accounts that have either not moved during the past 6 months, have been closed, or are blocked by the Bank.

Browser:
A program that is used to view web pages on the Internet.

Password Saving:
This is a feature in a browser whereby the Customer can accept the browser storing the User ID and Password of a Customer of CMBDirect Corporate. Consequently, if any user subsequent to the Customer selects the CMBDirect Corporate website, the user might get access to the User IDs and Passwords of the Customer which are stored by the browser.

Operational Requirements:
The following is required for the Customer to make use of CMBDirect Corporate:

  1. Register with the Bank.
  2. Personal computer or electronic device with an Internet connection.
  3. Our online services are designed to be used with the current version or the immediately preceding version of either Microsoft Internet Explorer (IE) or the Google Chrome browser. Users of the online services should keep their operating system and browser current with updates as they are released. While these services generally function well with other browsers, we are unable to offer technical guidance should a customer experience difficulty with their use.
  4. Internet browser program with the password saving function turned off.
Provision of these operational requirements and use of CMBDirect Corporate will be for the sole account and responsibility of the Customer.

Fees:

  1. CMBDirect Corporate has a monthly fee of AWG 75,- and includes 1 Additional Authenticator. There is an additional AWG 10,- per month for each additional User ID and an additional one-time AWG 10,- for an extra Additional Authenticator per User ID.
  2. The fees for different transaction type e.g. account transfers, local payments and international payments are covered below. The Customer irrevocably authorizes the Bank to charge his account for payment of respective charges. The fees are subject to change by the Bank at reasonable notice.

    Transaction type
    Fee
    (AWG)
    Account Transfers (within own accounts)
    1.00 per transaction
    Local Payments (from vendor list)
    1.00 per transaction
    Local Payments (3rd party, not vendor list)
    1.00 per transaction
    International Payments
    Standard fees apply

Article 1

By enrolling in the CMBDirect Corporate Internet Banking Service, the Customer can use his assigned User ID, Password and Additional Authentication (all three in combination hereinafter called the "Electronic signature") for access to his designated Accounts by computer or electronic device through the Internet. The Customer authorizes the Bank to accept his instructions given pursuant to the foregoing which instructions will constitute an authentic and indisputable instruction of the Customer to the Bank to carry out the Customer’s respective request(s) for service under the facilities of CMBDirect Corporate as if the Customer had given the instructions in writing to effect the relative transactions/instructions.

Article 2

Use of the CMBDirect Corporate services thru the appropriate use of the Electronic Signature to access CMBDirect Corporate, will confirm his unconditional acceptance of and agreement to the provisions of this agreement, the conditions for Bankomatiko users, the general conditions of the Bank as well as respective amendments thereof as issued from time to time by the Bank.

Article 3

  1. Inactive accounts cannot be accessed through CMBDirect Corporate.
  2. The Customer might not make transfers or payments from accounts with insufficient funds.

Article 4

  1. The Customer will have the right to cancel his or her eligibility to use CMBDirect Corporate at any time and the Bank has the right to withdraw the service from any Customer at any time.
  2. The Bank may charge and the Customer agrees to pay to the Bank such charges as advised and made applicable by the Bank to the Customer for services pursuant to this agreement.
  3. The Bank may deduct from the Customer’s account, even if this creates or increases (an) overdraft(s), the charges related to CMBDirect Corporate.
  4. The Customer acknowledges and agrees that any CMBDirect Corporate charges introduced are in addition to any account level service charges, which apply to his/her personal accounts.

Article 5

The Customer will be able to print a transaction record or reference number for each CMBDirect Corporate financial transaction, unless otherwise requested.

Article 6

The Bank’s records will be considered to be correct and will be conclusive and binding upon the Customer in the absence of evidence to the contrary satisfactory to the Bank.

Article 7

CMBDirect Corporate transactions, which affect account status and balances, will be processed according to the Bank’s regular Business day and non-Business daytime tables.

Article 8

  1. The Bank is not liable to the Customer for any delay, loss, damage (direct or indirect) or convenience resulting from or arising in connection with the provision of or the failure, for any reason, to provide (any part of any) service pursuant to this contract except where such losses result from gross negligence or willful misconduct by the Bank. Also, The Bank is not responsible for the client’s acts or omissions or those of any third party hired, employed or used either by the Bank or the Customer relative to performance under this contract.
  2. The Bank is furthermore not liable to the Customer if a payment has been made to a Beneficiary through CMBDirect Corporate and the Beneficiary has not updated the Customer's account.
  3. The Bank is furthermore not liable if the payment is received late at the Beneficiary due to the Customer not taking into account the necessary days to process the payment.
  4. The Customer is responsible for any errors, which result from him having incorrectly provided to or selected from the Bank, any account number, amount or other information required for the proper operation of CMBDirect Corporate. The Bank shall in no way be liable for any theft, loss or subsequent damage(s) in any form the Customer may suffer while using CMBDirect Corporate. Payments by the Customer to incorrectly inserted beneficiary accounts or banks are the sole responsibility of the Customer and the Bank is not in a position to recall these payments. Losses resulting hereof will be fully, immediately and unconditionally borne by the Customer.

Article 9

  1. The Customer will notify the Bank immediately in writing of the loss, theft or any unauthorized use of the User ID, Password or Additional Authentication, as the case may be. On receipt of such notice, the Bank will try to prevent, as much as possible, damages to the Client. The Customer’s responsibility will cease only when the Bank duly receives written notice of loss, theft or unauthorized use.
  2. The Customer is at all times responsible for the care and safety of the User ID, Password and Additional Authentication mechanisms. The Customer will keep the User ID, Password and Additional Authentication confidential and secure from all persons without exception. The Customer will keep the User ID separate and apart from the Password at all times. The Customer is also responsible for having the password saving function on the Internet browser program on any computer or electronic device that the Customer uses to log on to CMBDirect Corporate turned off.

Article 10

  1. The Customer is liable for all indebtedness, and account activity resulting from:
    1. His use of the Electronic Signature including all indebtedness, account activity by persons to whom the Customer has made the Electronic Signature available.
    2. Unauthorized use of the Electronic Signature (including indebtedness arising from unauthorized use of the Electronic Signature, where the Customer has made available for use the Electronic Signature by keeping the components of the Electronic Signature together or in such a manner as to make them available for use together) until we have received written notice of loss, theft or unauthorized use.
    3. Using the password saving function on any browser program on any computer or electronic device that the Customer used to access CMBDirect Corporate.
    4. Other losses that occur through CMBDirect Corporate for which the Customer is liable if the other losses occur as a result of authorized or unauthorized use of his Electronic Signature.
  2. Without prejudice to the Bank’s exclusion of liability pursuant to this agreement, the Customer will be considered as contributing to the unauthorized use of the Electronic Signature and will in any event be fully liable where:
    1. The Password the Customer has selected is the same as or similar to an obvious number combination such as (but not limited to) his date of birth, bank account number(s) or telephone number(s);
    2. The Customer writes his Password down or keeps a poorly disguised written record of his Password, such that it is available for third parties for use with his User ID;
    3. The Customer otherwise reveals all or part of his Electronic Signature resulting in the subsequent unauthorized use of his Electronic Signature;
    4. The Customer logged on to CMBDirect Corporate from any computer or electronic device with the password saving function on the Internet browser program turned on; or
    5. The Customer shares any aspect of the Additional Authentication resulting in the subsequent unauthorized use of his Electronic Signature.

Article 11

The Bank may at any time if urgent reasons so require, without notice, and in other cases exercising a reasonable notification effort, vary, extend or limit the whole or any part of the services it offers the Customer through the use of the Electronic Signature on CMBDirect Corporate.

Article 12

The Bank can change the terms and conditions of this Agreement from time to time by adding, deleting or otherwise editing it in part or in full or can add special or other system operating conditions/requirements. Notice of additional or amended terms and conditions will be given to the Customer either in writing, addressed to the Customer at his last address on our records, thru the Caribbean Mercantile Bank N.V. website, by e-mail and/or thru the CMBDirect Corporate website.

Article 13

  1. Any other dispute the Customer has regarding the services provided under this Agreement will normally be resolved expeditiously after the Bank has been notified in writing of the dispute.
  2. If a dispute cannot be resolved within said parameter, we will provide the Customer with information concerning our dispute resolution process and how long each step will normally take.
  3. The parties to this Agreement accept that this Agreement, and all other related documents, be drawn up in the English language.

Article 14

  1. The General Conditions of Caribbean Mercantile Bank N.V. of which the Customer has received a copy and which conditions he has accepted, are also applicable to CMBDirect Corporate.
  2. With regard to this agreement, Aruba law is applicable whereas the competent courts in Aruba have exclusive jurisdiction on matters arising from this agreement.

December 1, 2019