GENERAL BANKING CONDITIONS RECOMMENDED BY ESTONIAN BANKING ASSOCIATION

1. GENERAL
1.1 General banking conditions recommended by NPO Estonian Banking Association (further General banking conditions of EBA) are provisions compiled by NPO Estonian Banking Association, basing on legal acts of the Estonian Republic and good banking tradition, which are recommended at establishment of the general conditions of own bank (further General conditions) for all credit institutions acting in the Estonian Republic.
1.2 General conditions regulate relations between credit institutions (further the Bank) and all legal and natural persons using services provided by the Bank (further the Client).
1.3 In case of possible discrepancies or misinterpretations between Estonian and English texts of the general banking conditions of EBA Estonian text will be taken as basis.

2 ADAPTABILITY OF GENERAL CONDITIONS AND PRODUCT CONDITIONS
2.1 Relations between the Bank and the Client proceed from the law, other legal acts, General conditions, product conditions valid in the Bank (further Product conditions), agreements between the Bank and the Client (further the Agreement), price lists (further the Price list), good banking tradition and the principle of goodwill and reason.
2.2 In case of discrepancies between General conditions and conditions of the Agreement, also in case of discrepancies between Product conditions and conditions of the Agreement the conditions of the Agreement will be considered superior.
2.3 General conditions are also applied in case of contractual relations, which have formed before the enactment of the General conditions and are valid on the day of enactment of the General conditions, if the Agreement does not specify otherwise.
2.4 The Bank is entitled to alter unilaterally General conditions and Product conditions, if alteration of conditions is not unjustified against the Client and the Bank informs the Client of alteration of conditions in advance. In case of such unilateral alteration of conditions the Client will be entitled to terminate corresponding Agreement within reasonable period specified by the Bank.
2.5 Banks will establish more detailed order of alteration of conditions and relevant information in General conditions.
2.6 General conditions will be applied until the fulfilment of all obligations proceeding from relations between the Bank and the Client.
2.7 Invalidity of one part of General conditions will not bring along invalidity of the remaining part.

3 APPLICABLE LAW
3.1 Relations between the Bank and the Client will be regulated by the laws of the Estonian Republic.
3.2 Foreign laws can be used for regulation of relations between the Bank and the Clients only if this is specified in the Agreement or proceeding from the law.
3.3 Judicial dispute between the Bank and the Client will be solved in the court of the location of the Bank, if the law does not specify otherwise or the parties have not agreed otherwise.

4 IDENTIFICATION OF NATURAL PERSON
4.1 Upon the conclusion of settlement agreement and performing of other transactions the Client being natural person and his/her representative must submit to the Bank data and documents necessary for identification of his/her person upon request of the Bank.
4.2 Identification documents accepted by the Bank upon identification of natural person are documents specified by the Bank, which meet the requirements of valid legal acts.
4.3 In case of loss or theft of identification documents or their occurrence beyond the possession of the Client against his/her will in any other way the Client will be obliged to inform the Bank immediately of the fact.

5 IDENTIFICATION OF LEGAL PERSON
5.1 Upon the conclusion of settlement agreement, Estonian legal person or affiliate of foreign trading company registered in Estonia will be obliged to submit to the Bank:

    5.1.1 Valid printout of the data of relevant register;
    5.1.2 Other documents required by the Bank.

5.2 Representative appointed in the foundation agreement or foundation resolution of legal person under foundation or acting on the basis of power of attorney must submit to the Bank the foundation agreement or foundation resolution and/or corresponding letter of attorney.
5.3 Natural person representing legal person or legal person under foundation will be identified according to the provisions of clause 4.

6 SPECIAL PROVISIONS FOR IDENTIFICATION OF FOREIGN LEGAL PERSON
6.1 Upon conclusion of agreement with foreign legal person the Bank will be entitled to require following documents:

    6.1.1 Transcript from corresponding register card or copy of registration certificate, which must include:
  •  
      6.1.1.1 Name of the legal person
      6.1.1.2 Registration number
      6.1.1.3 Date of registration
      6.1.1.4 Register name and country of location
      6.1.1.5 Date of issue of the document

  • 6.1.2 Foundation articles or association agreement;
    6.1.3 Document about the owners of legal person, which must include data of the owners;
    6.1.4 Document about the election/appointment of the management (Board, executive director) of legal person, which must include data of members of the Board/executive director;
    6.1.5 Other documents required by the Bank.

6.2 If the above listed documents or data can not be obtained or if the country of location does not issue them in the form mentioned above, the Bank will be entitled to demand also other documents.

7 REPRESENTATION
7.1 Natural person may perform transactions personally or through representative. Legal person will perform transactions through representative.
7.2 Upon request of the Bank the Client being natural person will be obliged to perform the transaction personally.
7.3 The Bank will not be obliged to accept representation rights, which do not proceed from the will of the Client in unambiguous and understandable way.
7.4 Document verifying representation rights must be in the form accepted by the Bank, which must be specified in general conditions of the Bank.
7.5 The Bank will be entitled to demand that the document including representation right would include:

    7.5.1 Range of authority;
    7.5.2 Name and surname, ID code or date of birth or name and register code or registration number of the represented person;
    7.5.3 Name and surname, ID code or date of birth of the representative or name and register code or registration number of legal person;
    7.5.4 Right of re-authorisation, if this has been granted to the representative;
    7.5.5 Date of issue of authority.
7.6 The Bank will not be responsible for transactions performed by a person not possessing representation right and consequences proceeding from them, if the Client has not fulfilled correctly the obligation to inform the Bank (clause 12.3 of the general banking conditions of EBA). The Client must inform the Bank also in case when representation right has been entered into public register, relevant data have been published through mass media, incl. official announcements, or a court adjudication exists about representation right.

8 LEGAL SUCCESSION OF THE CLIENT
8.1 Rights and obligations of the Client will be transferred to the other person on the basis of transaction, the law or other legal act.
8.2 In case of death of the Client the Bank will be entitled to demand from his/her inheritors submission of documents specified in legal acts, which certify the transfer of the rights of the Client to them.
8.3 Reformation, consolidation and distribution of a Client being legal person will be certified with corresponding transcript from register or in other way specified in legal acts.

9 ACCEPTANCE OF DOCUMENTS
9.1 The Client will submit to the Bank original document or notarised copy of the document.
9.2 Documents issued in foreign country must be:

    9.2.1 Original documents or notarised or equally certified copies;
    9.2.2 Legalised or certified with certificate substituting legalisation (apostil).
9.3 The Bank will be entitled to keep documents submitted by the Client or his/her representative (except identification document) or make copies of them.
9.4 In case of documents in foreign language the Bank will be entitled to demand additionally translation of documents into Estonian or any other language specified by the Bank. Translation must be performed by authorised translator or the signature of translator must be notarised.
9.5 The Bank will be entitled to presume that document submitted by the Client is authentic, valid and correct.
9.6 In case of doubt in the authenticity of document the Bank will be entitled not to perform the transaction and demand submission of additional data or documents.

10 CONCLUSION OF AGREEMENT
10.1 Relations of the Bank with the Client will be regulated with written or any other form of Agreements, if the law has not specified obligatory form of the agreement. In case of first use of service provided by the Bank, if this does not require possession of account, or opening of first account, the Agreement will be concluded in writing.
10.2 If the person and agreement conditions applied for by him/her comply with the law and type conditions of the Bank, the Bank will be obliged to conclude settlement agreement with the person upon his/her request.
10.3 The Bank will be entitled to refuse to conclude the Agreement with the person, especially, if:

    10.3.1 The person or legal person related to him/her has deliberately or due to serious negligence submitted to the Bank or a legal person belonging into the same consolidation group with the Bank incorrect or inadequate data or refuses to submit data;
    10.3.2 The person or legal person related to him/her has not submitted upon request of the Bank or a legal person belonging into the same consolidation group with the Bank sufficient data or documents for identification of his/her person or certification of legal origin of fiscal resources or he/she can otherwise be suspected in money laundering;
    10.3.3 The person or legal person related to him/her has delayed debt before the Bank or a legal person belonging into the same consolidation group with the Bank.
    10.3.4 Activity or inactivity of the person or legal person related to him/her has caused damage to the Bank or a legal person belonging into the same consolidation group with the Bank or real danger for the occurrence of such damage;
    10.3.5 Document submitted to the Bank by the person has signs of forgery or does not otherwise comply with the requirements of the Bank;
    10.3.6 The person does not comply with requirements specified in additional recommended requirements of the Estonian Banking Association to credit institutions in relations with foreign legal persons in order to improve the prevention of money laundering;
    10.3.7 On other basis proceeding from the law, especially, when conclusion of agreement is obstructed by any legal obstruction such as limited legal capacity, conflict or lack of representation rights.
10.4 Upon adoption of the resolution to refuse to conclude settlement agreement the Bank will consider thoroughly circumstances of every single case and will adopt the resolution proceeding from the principle of reason.

11 SIGNATURE
11.1 The bank will accept signature of the Client written by his/her hand, signature of the representative of the Client written by his/her hand and in cases specified in the agreement also electronically or orally transmitted codes.
11.2 In cases permitted in the law documents may be undersigned with digital signature, if relevant certificate has been issued by the provider of certification service accepted by the Bank.
11.3 The Bank will be entitled to demand undersigning in the Bank or, if this is impossible, notarisation of signature.

12 INFORMATION EXCHANGE BETWEEN THE BANK AND THE CLIENT
12.1 The Bank will inform the Client as follows:

    12.1.1 Notifications and information sheets in service premises;
    12.1.2 Announcements in mass media;
    12.1.3 Personal notifications by letter or other means of communication;
    12.1.4 Internet information.
12.2 Personal notifications will be considered received and information obligations of the Bank fulfilled, if notifications of the Bank have been sent to the last address or number of means of communication indicated by the Client and the period, which is usually necessary for transmission of notification by post or corresponding means of communication, has passed since the moment of sending of the notification.
12.3 The Client will inform the Bank immediately in writing or other way specified in the agreement of all circumstances, which have importance in case of this business relation, which affect or may affect fulfilment of obligations by the Client or the Bank, including alteration of name, address and representative. Legal person will inform the Bank also of reformation, consolidation and distribution of the legal person and filing of a petition in bankruptcy or initiation of liquidation procedure. The mentioned obligation of information will be valid also in case, when the above mentioned changes have been registered in public register or published through means of mass media.
12.4 If the Client has not fulfilled the obligation of information specified in previous clause, the Bank will presume that information in its possession is correct and will not be responsible for damage caused to the Client and/or third persons due to non-fulfilment of the obligation of information by the Client, except in case, when the damage has been caused due to malevolence or serious negligence of the Bank.
12.5 The Bank may demand from the Client originals or notarised copies of documents being the basis for alterations.
12.6 The Client will be obliged to check immediately the correctness of information included in notifications received from the Bank. In case of detection of incorrectness the Client will be obliged to inform the Bank immediately of the fact.
12.7 The Client will be obliged to inform the Bank immediately of non-receipt of statement of account or any other notification issued periodically to the Client by the Bank, but not later than in 10 days from the day when notification should have been received from the Bank according to agreement.

13 ORDERS OF THE CLIENT
13.1 The Client will submit his/her orders to the Bank in writing or in any other way agreed between the parties.
13.2 The Bank will be entitled to presume that the content of order submitted by the Client complies with the will of the Client.
13.3 The Bank will generally accept for performing only such orders of the Client, which are effected correctly and according to requirements, can be unambiguously understood and performed and which reveal clearly will of the Client. The Client will be responsible for vagueness, mistakes and transmission errors included in the order. In case of misunderstanding the Bank will be entitled to demand from the Client additional information or documents.
13.4 The Bank will be entitled to record all orders submitted via means of communication as well as other operations upon the use of services and to use corresponding records for verification of orders submitted by the Client or other operations, if necessary.

14 FULFILMENT OF THE ORDERS OF THE CLIENT
14.1 The Bank will fulfil orders of the Client, proceeding from the laws of the Estonian Republic, other legal acts, General conditions and the agreement between the Bank and the Client.
14.2 Before the fulfilment of order the Bank will be entitled to demand that the Client would document legal origin of money or other assets used for the performing of transaction. The Bank will be entitled not to fulfil the order to the Client, if the Client does not verify origin of money or other assets used for the performing of transaction or the Bank is otherwise suspecting money laundering in relation with the transaction.
14.3 The Bank may deviate from the order of the Client, if according to circumstances it can presume that the Client would approve its action.
14.4 The Bank will be entitled not to fulfil order of the Client, which does not meet the requirements specified in clause 13.3. The Client will get information about fulfilment or non-fulfilment of his/her order from the statement of account.
14.5 The Client will be obliged to establish all possible prerequisites and conditions necessary for the fulfilment of his/her order. If the Client has not fulfilled this obligation, the Bank will be entitled not to fulfil the order of the Client, whereby the Bank will not be responsible for damage caused to the Client and/or third persons due to non-fulfilment of the order.
14.6 The Client will be entitled to demand fulfilment of only such orders, which fulfilment has been specified in the price list of the Bank or in which performing the Bank and the Client have agreed separately.
14.7 The Client will be entitled to withdraw his/her order, if the Bank has not yet fulfilled it or has not taken any responsibilities before third persons for the fulfilment of the order.

15 DELAYS
15.1 If the Bank and the Client have not agreed otherwise, in case of delay with the fulfilment of order the Bank will pay fine for delay in extent of interest rate specified in the law from the delayed sum during the period of delay.
15.2 The Bank will not pay fine for delay for the delay with the fulfilment of order, if the order was incorrectly effected by the Client, controversial or did not meet other requirements set by the Bank.

16 SETTLEMENTS IN FOREIGN CURRENCY
16.1 Towards transactions and operations performed by the Client in foreign currency, the Bank will be entitled to apply all conditions and restrictions, which have been established in the country of origin of that currency and affect the Bank at performing of transactions or investments with that currency.
16.2 The Bank will be entitled to postpone the observance of liabilities taken in foreign currency or apply restrictions towards it, if such postponing or application of restrictions has been caused by force majeure in the country of origin of relevant currency. This is not valid in case of transactions, which take place inside the Bank, as well as in case of the performing of settlement of accounts.
16.3 If not agreed otherwise, liabilities nominated in foreign currency will be paid in the same currency.

17 SETTLEMENT OF ACCOUNTS
17.1 If not agreed otherwise or proceeding otherwise from the law, the bank will be entitled to perform settlement of accounts of mutual liabilities.
17.2 The Bank will be entitled to recoup from accounts of the Client first and foremost the sums due to the Bank having become exigible, also in case, when after becoming of exigible of the sums and before their actual recoupment by the Bank the Client or third persons have submitted other orders of payment, except in case when proceeding otherwise from the law.
17.3 The Bank will inform the Client of performed settlements of accounts according to the agreement concluded with the Client or according to the law.

18 SERVICE CHARGES AND DEBTS
18.1 List and prices of transactions performed and services provided to the Client by the Bank are given in the Price list. The Bank will be entitled to take and the Client will be obliged to pay charge specified in the Price list for the provided service.
18.2 The Bank and the Client may agree with the Agreement in prices of services differing from the Price list.
18.3 In addition to the Price list or separate agreements, the Client will cover costs of necessary operations performed by the Bank in the interests of the Client (e.g. postal and call charges, notary charges, unforeseen additional charges, storage charges etc.).
18.4 Price list must be available for the Client at any time during working day of the Bank in every service office of the Bank. Any alterations must be exposed in service office of the bank at least 15 days before their enactment, with which information obligation of the Bank will be considered fulfilled.
18.5 If not agreed otherwise, the Client will be entitled in case of disagreement with alterations of the Price list to notify the Bank in writing of his/her disagreement and terminate the Agreement before enactment of alterations, fulfilling all obligations before the Bank, which proceed from the above mentioned Agreement and any related Agreements. If the Client has not submitted his/her relevant notification to the Bank before the enactment of alterations of the Price list, he/she has approved unconditionally all alterations.
18.6 The Bank will recoup service charges and other due sums and debts from account of the Client specified in the Agreement.
18.7 The Bank will be entitled to select the sequence of recoupment of service charges and other sums and debts due to the Bank.
18.8 If there is not sufficient amount of cash resources on the account related to the service charge and other due sum or debt, the Bank will be entitled to recoup service charges and other due sums and debts from any account of the Client at its discretion. Including also from foreign currency on the account, and from sums paid onto the accounts of the Client at any moment, also in case, when after becoming of exigible of the sums and before their actual recoupment by the Bank the Client has submitted other orders in connection with those sums.

19 GUARANTEEING OF CLAIMS OF THE BANK
19.1 The Bank will be entitled to demand from the Client warranty in order to guarantee appropriate implementation of all contractual obligations of the Client.
19.2 The Bank will be entitled to demand from the Client warranty or raising of the existing warranty, if conditions being the basis for relations between the Client and the Bank have changed and such change is affecting or may affect appropriate implementation of obligations by the Client. Such changes are:

    19.2.1 Worsening or possible worsening of economic condition of the Client;
    19.2.2 Decrease of value or possible decrease of value of the existing warranty;
    19.2.3 Other circumstances which affect or may affect appropriate implementation of obligations.

20 ERRONEOUS TRANSFERS
20.1 If any sum has been transferred erroneously onto the account of the Client, the Client will be obliged to inform the Bank immediately after detection of such erroneous transfer.
20.2 The Bank will be entitled to remove sums paid erroneously onto wrong account from the account of the Client with correction transfer without asking consent of the Client.
20.3 The Bank and the Client will be obliged to count sums paid in cash onto account before the payment and sums paid from the account immediately after receipt and to submit any claims promptly on the spot.

21 RESPONSIBILITY
21.1 The Client and the Bank will fulfil their obligations in good faith, reasonably, following the requirements of care and taking account of traditions and practice.
21.2 The parties will be responsible for damage caused to one party due to non-fulfilment or inappropriate implementation of obligations by the other party.
21.3 The Client will not be responsible for violation of his/her obligation, if he/she proves that non-fulfilment or inappropriate implementation of obligation was caused by force majeure.
21.4 The bank will not be responsible for damage caused to the Client, which has been caused due to force majeure, including illegal disturbing of business of the Bank by third persons (bomb threats, bank robberies), as well as damage caused due to other events not caused by the Bank (e.g. strike, moratorium, power failure, failure of communication lines etc.) and activities of public authorities.

22 SOLUTION OF DISPUTES
22.1 Disputes between the Bank and the Client will be tried to solve immediately upon their arising on the spot.
22.2 If disputes can not be solved immediately, the claimer will be entitled to submit written claim to the other party.
22.3 The claim must include circumstances having caused the claim and reference to legal act or document, on which basis the claim is submitted. If document being the basis for the claim is not available to the other party and the law does not specify otherwise, the submitter of claim will annex the mentioned document.
22.4 Disputes will be solved through negotiations. If no agreement is achieved during negotiations or if the Bank and the Client can not contact each other, the interested party will submit the claim to the court or to distrainer.

23 FREEZE
23.1 Freezing of account means partial or complete termination of transactions with sum on the account.
23.2 The Bank will freeze and release frozen account or service generally on the basis of written order of the Client or order submitted in any other way agreed between the Bank and the Client.
23.3 The Bank may freeze account or service also on the basis of oral order of the Client. In case of suspicion in identity of the submitter of order the Bank will be entitled not to freeze the account or service or demand written confirmation of the order in the period specified by the Bank. If the Client does not submit written confirmation in time, the Bank will be entitled to stop freezing the account or service.
23.4 In cases specified in the previous clause the Bank will not be responsible for damage caused due to non-freezing or release of account or service of the Client.
23.5 The Bank will be entitled to freeze account or service of the Client:

    23.5.1 If the Client has no financial resources for the fulfilment of contractual obligations;
    23.5.2 If the Bank has received information about death of the Client, verified with written documents;
    23.5.3 If the Client does not submit documents required by the Bank or submits to the Bank controversial documents about persons possessing representation right or
    23.5.4 Documents, in which correctness the Bank has sufficient basis to doubt.
23.6 The bank will stop freeze upon liquidation of circumstances having been the basis for freeze.
23.7 The bank will not be responsible for damage caused due to the freezing of account or service of the Client.

24 SEIZURE OF ACCOUNT
24.1 Account of the Client can be seized only in the order specified in the law.
24.2 The Bank will release account of the Client from seizure on the basis of resolution of the body having adopted resolution, regulation or order of seizure.

25 TERMINATION OF AGREEMENT BY THE BANK
25.1 The bank will be entitled to terminate the Agreement immediately unilaterally, if the Client is deliberately and in essential extent violating obligation proceeding from the agreement. Essential violation of obligation proceeding from the agreement in the context of this clause is first and foremost following:

25.1.1 The person or related legal person has submitted to the Bank or legal person belonging into the same consolidation group with the Bank incorrect or insufficient data or documents or refuses to submit them;
25.1.2 The person or related legal person has not submitted upon request to the Bank or legal person belonging into the same consolidation group with the Bank sufficient data or documents for identification of his/her person or certification of legal origin of money or other assets or is subject to the suspicion in money laundering for any other effective reason;
25.1.3 The person or related legal person has delay debt before the Bank or legal person belonging into the same consolidation group with the Bank;
25.1.4 Activity or omission of the person or related legal person has caused damage to the Bank or legal person belonging into the same consolidation group with the Bank or real danger for occurrence of damage;
25.1.5 On other basis proceeding from the law, especially, if continuation of the agreement is hindered by any legal obstruction such as limitation or lack of legal capacity, conflict or lack of representation rights.