Transactions between NIBANK LTD, a company incorporated and existing under the laws of Antigua and Barbuda, with its registered office at Suite 20, Woods Mall, Friars Hill Road, St. John’s, Antigua (hereinafter, the «Bank»), and its «Clients» shall be subject to these General Terms and Conditions, provided that they do not deviate from the separate terms and conditions applicable to specific services provided by the Bank.

The laws of Antigua and Barbuda, to the exclusion of any other, shall apply exclusively to the relationship between the Client and the Bank and to the Bank’s General Terms and Conditions.

The Bank shall act in accordance with the laws, regulations, and provisions in force in Antigua and Barbuda and in accordance with the internal policies and procedures in effect at the time of each transaction arising from its relations with its Clients.

1. Address and Communications The Client is obliged to notify the Bank in writing of the address to which all documents intended for them should be sent. This address remains valid for the Bank as long as the Bank has not received written notification from the Client indicating another address.

2. Joint and Several Liability With respect to accounts opened in the name of two or more persons, all actions performed by one or the other regarding those accounts shall be binding on all persons in whose name the account was opened, and all shall be jointly and severally liable for the total amount owed to the Bank, unless specifically agreed otherwise in writing with the Bank.

3. Powers of Attorney and Representation Unless the Bank has been made aware of a written communication addressed to the Bank for such purpose, changes in the Client’s power of disposal, or of those representing the Client in relation to the Bank, nor any modification, revocation, repeal, expiration, cancellation, or termination by any other means of powers and competencies, may be invoked against the Bank, even if publication has occurred. The Bank cannot be held liable regarding entries or modifications in the Commercial Register, the Community Property Register, or any other public register or other publications or modifications therein. Withdrawing partners (or former partners in the event of dissolution) of commercial, civil, general, or limited partnerships remain jointly and severally liable to the Bank for any claim the Bank has against the Client, whether or not the claim is due and whether or not the claim has been filed until such time as the Bank has been notified in writing of the withdrawal or dissolution.

4. Execution of Instructions The Client must ensure that written instructions and communications to the Bank are clear and contain correct data. The Bank guarantees the correct execution of instructions given by the Client within a reasonable period of time. Notwithstanding the foregoing, the Bank retains the right not to execute any instruction it receives that appears unclear, until it has received confirmation or clarification thereof. The Bank is free to choose the means of communication to be used. Any transfer to or by the Bank from or to the Client or third parties by order of the Client shall be made at the Client’s expense and risk. Unless the Client requests a particular means of communication or form of transfer, the choice shall be at the Bank’s discretion. For the sending of money and securities by the Bank, the Bank will arrange insurance for that risk at the Client’s expense. The Bank is not responsible for any possible consequential loss suffered by the Client as a result of not receiving money and/or securities or not receiving them on time.

5. Email and Fax Instructions In deviation from the previous paragraph, if the Client has informed the Bank in writing that they wish to provide instructions to the Bank by email/fax and/or if the Client actually provides instructions to the Bank by fax, the provisions of this paragraph apply. The Client may give instructions to the Bank by email regarding payments and transfer of funds, placements, renewals, or cancellations of time deposits, purchase and sale of securities, and other instructions that the Client, in their capacity as account holder or legal representative of the account holder, is authorized to provide to the Bank. In the event that the Client has authorized an attorney-in-fact with signing power to execute certain instructions regarding their accounts, said attorney-in-fact would also be authorized to send instructions by email to the Bank and the Bank may execute the instructions provided by said attorney-in-fact. The Client assumes the risk of receipt of instructions by mail by the Bank. The Bank is not responsible for instructions by mail that have not been received by it. The Bank’s records and files shall constitute binding proof of receipt by the Bank. The Bank will execute instructions received by email in accordance with its usual business practice. The Bank shall have no obligation to verify or investigate the accuracy or validity of an instruction transmitted by mail. As a precaution, the Bank may, in cases of doubt, at the Bank’s absolute discretion, refuse to execute such instructions or any part thereof. In such case, the Bank shall incur no liability or obligation for those instructions. In any case, the Bank shall not be liable for any loss or damage to the Client or a third party related to the use of fax as a means of providing instructions to the Bank.

6. Indemnification The Client indemnifies the Bank against all actions, claims, and demands brought against the Bank by third parties and all losses, damages, and expenses of any kind, which the Bank may incur or suffer or for which the Bank may be liable, and for any loss or damage caused by any delay in the execution of the instructions of the Client and/or their attorney-in-fact or the refusal to execute the instructions of the Client and/or their attorney-in-fact.

7. Use of Intermediaries and Custodians In the execution of the Client’s investment instructions, the Bank is authorized to resort to third-party intermediaries or custodians and also to have the Client’s securities and other negotiable instruments held or deposited with third parties in the name of the Bank on behalf of the Client, if the correct execution of the instructions or agreements with the Client so requires. In these cases, the Bank’s liability shall be that of the mandatory, who is authorized to substitute another party for themselves. Furthermore, the Bank is authorized to provide these third parties with coverage if these third parties so desire in connection with the execution of the instruction. If requested, the Bank will inform the Client of the names of the third parties it hires. If the Client, either at the time of giving instructions or at a later date, gives preference to third parties other than those the Bank wishes to hire, or has already hired, the Bank, if reasonably possible, will act in accordance with such preference. The hiring of third parties, the deposit of negotiable instruments with third parties, and the provision of coverage to third parties shall be at the Client’s expense and risk. In choosing those third parties, the Bank will observe necessary prudence.

8. Disclosure of Information to Third Parties The Bank is authorized to resort to third parties such as: intermediaries, correspondent banks, regulatory authorities, the Internal Revenue Service (IRS) of the United States of America for FATCA compliance, service providers, external auditors, related parties, custodians, among others; and also to share confidential information about Clients with said third parties for the daily operation and course of the Bank’s business. In choosing third parties, the Bank will observe necessary prudence. The disclosure of Confidential Information to third parties involved in the course of the Bank’s business shall not be considered a breach of Banking Secrecy and confidentiality obligations.

9. General Deposit Accounts Unless the Client has expressed in writing not to have such a desire, negotiable instruments held in the name of the Bank on behalf of the Client by third parties shall form part of the negotiable instruments in the aggregate held in the name of the Bank in general accounts and deposits with said third parties. For the fulfillment of its obligation to deliver such negotiable instruments to the Client, the Bank shall have the right at all times to limit itself to instructing said third parties to make such negotiable instruments available to the Client or to assign to the Client its own rights in question with respect to said third parties.

10. Insufficiency of Funds and Legal Holds If the relevant account does not contain sufficient available funds, or if the limit of any overdraft facility made available by the Bank to the Client is insufficient, or if a legal seizure or guarantee has been effected, or any comparable event occurs, the Bank is not obliged to execute or process any payment order given by the Client.

11. Costs and Expenses All costs incurred by the Bank resulting from the relationship with the Client, including those incurred for legal advice, and also extrajudicial collection costs, shall be at the Client’s expense, within the limits of reasonableness, except if, in proceedings between the Bank and the Client in the event of a final court decision or final arbitration award, the Bank has been ordered to pay the costs. Therefore, the Client authorizes the Bank to debit any random account related to the Client for all costs resulting from the relationship between the Client and the Bank. The interest percentage and all resulting costs for the Bank from the relationship with the Client may be modified from time to time by the Bank without prior notice to the Client.

12. Errors and Objections In the event that the Bank has committed an error or mistake, whether in an account statement or in the execution of an order or instruction, the Bank and the Client shall be obliged, once established, to inform the Client and the Bank, respectively, and to cooperate in the correction of said error or the repair of said mistake. If, within two (2) months from the date on which the Client can reasonably be considered to have received acknowledgment forms, account statements, lists of securities, notes, bank statements, notice of change in shares and other negotiable instruments, or other Bank statements sent to them, the Client does not contest them in writing, they shall be deemed approved by them, without prejudice to the Client’s right to prove, also after the expiration of said two (2) month period, that a clear instruction given by them in writing has not been (correctly) executed, or that negotiable instruments received by the Bank on behalf of the Client have not been accounted for; all this, however, only if the Client also proves that they were not reasonably in a position to notify the Bank within said two (2) month period of their non-compliance with the instruction or to execute it correctly.

13. Evidence of Books and Accounts With respect to the Client, the Bank’s books and accounts, as they appear in an extract from the books signed or stamped by it, shall serve as complete evidence, provided the Client has not proven them to be incorrect.

14. Forms and Security of Communication The Bank may require the Client to use for all their activities and transactions with the Bank the forms, data carriers, and means of communication that have been established and approved by the Bank and in accordance with the instructions given by the Bank. The Client shall keep with great care the forms, data carriers, and means of communication delivered or sent by the Bank. The Client is obliged to immediately inform the Bank in writing after noticing any irregularity. If the Bank has proceeded to execute an instruction on the basis of forms, data carriers, and means of communication that have been lost, stolen, used illegally, forged, or falsely drawn up, without having received the aforementioned notice in advance, all consequences of the execution by the Bank of such form or data carrier shall be at the Client’s expense and risk. The Client is obliged to return any unused forms, data carriers, and means of communication to the Bank as soon as possible after the closure of the relevant account or the termination of the relationship.

15. Force Majeure The Bank accepts no responsibility or liability for damages resulting directly or indirectly from acts of force majeure, including in any case government orders and measures, international conflicts, violent, terrorist, or other armed actions, labor disturbances, including among its own personnel and employees, power failures or other failures in communication connections or equipment or software of the Bank or third parties, interruptions or disturbances in companies whose services the Bank uses, measures of supervisory authorities, lockouts, and boycotts. If a circumstance occurs, as mentioned in the preceding sentence, the Bank will take those measures that may reasonably be required of it, in order to limit the adverse consequences for the Client resulting therefrom.

16. Interest and Credits The Bank is authorized to credit, or alternatively debit, the Client’s account for current interest at times convenient to it, provided this is done at least once a year. The interest rate owed by or to the Client is determined by the Bank and may be modified from time to time by the Bank. The Bank determines the manner in which interest is calculated and, if requested, will inform the Client of this. Each credit entry is made subject to the provision that, in the event the Bank is to receive any consideration against it, from or for the Client, such consideration comes into its possession on time and correctly; in default of which, the Bank shall be authorized to reverse the entry.

17. Transactions and Negotiable Instruments The Bank is authorized to execute all instructions for the purchase and sale of foreign shares, securities, dividends and interest coupons, commercial instruments, and trade documents, as well as to lend and invest or borrow money against a pledge or similar guarantee on securities at its option with itself or with third parties as counterparty. The Bank is not responsible for imperfections or defects in the negotiable instruments held or to be held by it for and on behalf of the Client, nor for the accuracy of their content. The Bank is not responsible for investment results or for profits or losses resulting from the disposal of negotiable instruments carried out on behalf of Clients, as such investments or disposals are executed in accordance with the Client’s instructions.

18. Securities Drawings Unless specifically agreed otherwise in writing, the Bank shall only be liable to the Client for the numbers of securities that are drawn by lots or for certain numbers to which special rights are attached. Stock market orders will be numbered consecutively by the Bank. If shares are traded ex-dividend or ex-rights, a set limit will be decreased by the dividend or, as the case may be, by the value of the rights on the first day of trading.

19. Pledge and Collateral Everything that the Bank or a third party on its behalf, for any reason, holds for the Client, or acquires from or for a Client, or everything that the Bank owes or will owe to the latter, shall be pledged to the Bank and serve as collateral security for anything that the Bank, for any reason, has or will have to claim from the Client. Excepted are only those securities deposited with the Bank exclusively for specific purposes, such as conversion, nominal value reduction, transfer, exchange, collection of dividends, interest, coupon sheets, or dividend vouchers. As the Client’s authorized representative, the Bank is authorized to pledge any claim the Client has or will obtain, for any reason, to itself as security for anything the Bank, for any reason, has or will have as a claim against the Client. The Bank is irrevocably authorized to exercise all rights and titles attached to the pledged property, including the right to collect claims. The Bank is authorized to increase the amount of loans on pledged negotiable instruments it holds as security for a debt of the Client, for a debt that the Bank will incur, provided that this debt is not higher than the claim against the Client, provided that the increase in the loan amount is made only to the extent that the Bank itself reasonably requires it for the coverage of what the Bank has to claim or will have to claim at the time of repetition, and provided that, immediately after the repayment of the debt by the Client, the Bank ensures the release of the negotiable instruments on which the loan amount was raised from the lien arising from the increase in the loan amount.

20. Right of Set-off The Bank is authorized at all times to offset and adjust all monies it owes or will owe to the Client, with all monies owed by the Client under present and future obligations and liabilities to the Bank, whether or not they are due, and whether they are actual or contingent, regardless of the currency. The set-off shall be effected at the value on the day of the adjustment. If any obligation is not liquidated or determined, the Bank may set off an amount estimated by it in good faith as the amount of that obligation. The Bank is not obliged to give prior notice to the Client of any exercise of its right of set-off. Once the Bank has exercised such a right, it will inform the Client thereof. Therefore, the Client authorizes the Bank to debit from the balances held by the Client, the amounts resulting from any credit instrument, Promissory Note, Standby Letter of Credit, Back-to-back, Bill of Exchange, and any other instrument, as well as their substitutions, renewals, extensions, amendments, refinancings, or restructurings, or from any other active banking transaction or obligation, as well as any applicable interest and judicial or extrajudicial costs and fees arising from them.

21. Additional Guarantees If requested by the Bank, the Client shall be obliged to provide security or to supply additional guarantees in the form and to the extent required by the Bank. If the Client does not respond to this demand or defaults in any other respect in the performance of their obligations to the Bank, for any reason, everything and anything the Client owes to the Bank shall be immediately due and the Bank shall have the right to realize, at its option, all guarantees or any part thereof, without prior summons or notice of default, at the time and in the manner the Bank deems desirable, to recover from the proceeds what, according to its books and accounts, is owed to it, plus interest and expenses.

22. Account Closure and Termination In addition to the Bank’s rights under the Bank’s General Terms and Conditions and subject to any other provision agreed in writing between the Client and the Bank, the Bank may, at any time, close any account held by the Client after giving five (5) business days’ written notice (or any other period required or permitted by law, whichever is shorter) to the Client, such period beginning from the date the Client receives or is deemed to have received such notice. The Client may, at any time, close any account by notifying the Bank in writing, which notice shall take effect immediately upon receipt or presumed receipt by the Bank. Upon notification by the Client or the Bank of the closure of an account, all liabilities in relation to that account shall be due and payable when the closure of the account becomes effective. The Bank’s General Terms and Conditions will continue to apply after the closure of any account until all liabilities of the Client and the Bank to each other have been fully settled.

Both the Client and the Bank have the right at all times to give notice of termination of the relationship; the position will be settled as quickly as possible. Time limits will then be observed if and to the extent that the nature of a transaction implies it. During the liquidation, the General Terms and Conditions will remain in full force and effect.

23. Deviations and Validity Invocation of a deviation from these General Terms and Conditions agreed upon can only be made by the Bank if such deviation has been agreed in writing. Unless specifically agreed otherwise in writing, the Bank is authorized upon the death of the Client to remit the balance of their account and also what the Bank may have in custody on behalf of the Client with extinguishing effect to the person or persons mentioned as heir or heirs in a certificate of inheritance or as testamentary executor with power to take possession of the estate in a testimony issued by the competent authority.

If any provision of the General Terms and Conditions is or becomes illegal, invalid, or unenforceable, that shall not affect the validity or enforceability of any other provision of the General Terms and Conditions.

24. Cumulative Rights and Waivers The rights of the Bank and the Client under the General Terms and Conditions may be exercised as often as necessary, are cumulative and not exclusive of their rights under any applicable law, and can only be waived in writing and specifically. Delay in exercising or failure to exercise such a right is not a waiver of that right.

25. Regulatory Compliance and Taxation The Bank is subject to the laws and regulations of Antigua and Barbuda, on the basis of which the Bank may be obliged, among other things, to obtain, manage, and disclose information about the Client and/or to withhold and/or pay taxes on balances and/or interest belonging to the Client. The Bank shall also have the right to disclose information as permitted or required by any legal process, or by an order, judgment, or decree of a court or for the purposes of any legal process concerning the Bank. The Bank is always authorized to comply with its obligations, including, without limitation, to obtain, manage, and disclose that information and to withhold and pay such taxes, regardless of any termination of any agreement or cessation of any service with or for the Client.

The Bank is authorized to assume that the information provided by or on behalf of the Client is correct, and the Client, upon request, will indemnify the Bank against incorrect or misleading information provided by or on behalf of the Client to the Bank. The Bank is authorized to terminate the relationship with the Client and recover all damages and costs related thereto from the Client if the Bank is denied the information requested in connection with such laws, regulations, legal process, order, judgment, or decree or if it is intentionally provided incorrectly.

26. AML/CFT Compliance The Bank complies with the laws and regulations on Anti-Money Laundering, Anti-Bribery, and Combating the Financing of Terrorism, specifically the Money Laundering Prevention Act No. 9 of 1996; the Prevention of Terrorism Act of 2005; the National Drug and Money Laundering Control Policy Act of 2003; and the International Business Corporations Act, Cap. 222, including its Amendment; as well as international standards published by the Financial Action Task Force (FATF) and other best practices thereof. Therefore, the Bank is authorized to process investigations and evaluations of Clients and their incoming or outgoing transfers periodically; also having the right to suspend and/or close any account it deems suspicious, file the respective reports with the competent authorities, and at any time terminate the relationship with the Client, at its own discretion.

27. Data Processing and Disclosure The Bank may, from time to time, provide or obtain information about the Client, their accounts, and transactions to or from the Bank and its contractors, agents, data carriers, or other third parties worldwide for the purpose of processing transactions and payments and for other purposes directly related to any of the services the Bank may provide to the Client. Information may also be disclosed to government and regulatory agencies and authorities and to credit rating agencies. This permission for disclosure will continue regardless of any termination of any agreement or cessation of any service with or for the Client.

28. Dispute Resolution and Registration Disputes between the Client and the Bank shall be resolved exclusively by the competent local court in Antigua and Barbuda.

These General Terms and Conditions have been registered with the Financial Services Regulatory Commission. Amendments and supplements to these General Terms and Conditions by the Bank will also be binding on the Client one month after filing by the Bank with the Financial Services Regulatory Commission. Amendments and supplements to these General Terms and Conditions, as well as any modifications the Bank may introduce, will be available at all times at the Bank’s offices and may be obtained from the Bank at any time upon request by the Client.