Terms and Conditions of the Super Account feature for Corporate customers

1.1Bank / VIB Vietnam International Commercial Joint Stock Bank (VIB).

1.2Current Account (“CA”) Means the current account of a Corporate Customer opened with VIB in accordance with VIB’s Procedures for Opening and

Using Current Accounts for Corporate Customers. For the avoidance of doubt, the CA shall not include: joint accounts with other individuals/entities, capital accounts, escrow accounts, payment guarantee accounts, collection-only accounts, disbursement-only accounts, or current accounts granted overdraft limits.

1.3Corporate Customer (“Customer” or “Customer Entity”)

Means the owner of the CA (being a Vietnamese legal entity, a foreign legal entity that is a resident, or a household business) who activates/registers for the Super Account Feature.

1.4Legal Representative of the Customer

Means the person authorized to act on behalf of the Customer in relation to the CA within the scope of authority.

For Customers other than household businesses, the Legal Representative includes:

(i) the legal representative; or

(ii) a person authorized by the legal representative (“Authorized Person”); or

(iii) a person re-authorized by the Authorized Person (where re-authorization is permitted).

For household businesses, the Legal Representative is the household business owner or a person authorized by such owner.

1.5 Means the user authorized to approve transactions of the Customer and registered with VIB under the VIB Business Mobile Banking Application

Form and/or the Corporate Internet Banking Registration Form.

The Approver must be a Legal Representative of the Customer. Where more than one Approver is registered, the final Approver shall be the Legal Representative of the Customer.

1.6 Maker means the user authorized to initiate transactions of the Customer and registered with VIB under the VIB Business Mobile Banking Application Form and/or the Corporate Internet Banking Registration Form.

1.7Super Account Feature

Means a feature of the CA service provided by VIB and registered by the Customer for a specific CA.

Under this Feature, the Customer registers to maintain a specific balance in the CA (the Registered Maintenance Balance or Standard Threshold) and agrees to use the amount exceeding such balance, but not exceeding the Permitted Amount, to participate in other products/services or transactions in accordance with these Terms and Conditions and relevant agreements.

1.8High-Yield Certificate of Deposit (“High-Yield CD”)

Means a certificate of deposit issued by VIB in accordance with the Terms and Conditions of High-Yield Certificates of Deposit published on www.vib.com.vn and/or at VIB business units.

When participating in the Super Account Feature, the Customer may receive transfer of or transfer High-Yield CDs to/from other High-Yield CD holders from time to time.

For the avoidance of doubt, the Customer does not purchase High-Yield CDs directly from VIB.

1.9Electronic Banking Services (“E-Banking”)

Means banking services provided by VIB that allow the Customer to use banking products, services and utilities via electronic means.

E-Banking includes, without limitation: Internet Banking, Mobile Banking, SMS Banking and other electronic banking services provided by VIB from time to time.

1.10VIB Business

Means the Mobile Banking E-Banking service provided by VIB.

1.11Internet Banking

Means the Internet-based E-Banking service provided by VIB.

1.12High-Yield Account

Means the ledger account (folder) managing all High-Yield CDs owned by the Customer, displayed on VIB Business/Internet Banking.

1.13Registered Maintenance Balance (Standard Threshold)

Means the minimum balance registered by the Customer to be maintained in the CA when participating in the Super Account Feature, in accordance with VIB’s regulations from time to time.

Any amount exceeding the Standard Threshold and within the Permitted Amount may be used to participate in products/services to optimize returns.

1.14Permitted Amount (Maximum Holding Limit)

Means the maximum amount eligible to participate in other products/services under the Super Account Feature in accordance with VIB’s regulations.

1.15Available Limit

Means the aggregate of the Customer’s CA balance and the total value of High-Yield CDs owned by the Customer in the High-Yield Account.

The Available Limit represents the maximum value of payment or transfer transactions that may be executed, subject to Clause 2.3 below.

By registering for the Super Account Feature, in addition to the Corporate Current Account Opening and Usage Agreement entered into with VIB, the Customer agrees to the following terms:

2.1The Customer agrees to ensure that, at all times, the Available Limit exceeds the aggregate of the Standard Threshold in the CA and the minimum value required to participate in products/services under VIB’s regulations or to conduct other transactions (including receipt/purchase of High-Yield CDs from time to time).

2.2Receipt / Purchase of High-Yield CDs

2.2.1 The Customer agrees and authorizes VIB to automatically debit an amount up to the excess over the Standard Threshold in the Customer’s Current Account, but not exceeding the Permitted Value, for payment of the transfer/purchase price of the Super Yield Certificate of Deposit (“Super Yield CD”), in accordance with the Framework Agreement on the transfer/receipt of transfer (Purchase/Sale) of Super Yield CDs cum Application for Transfer Confirmation cum Application for Blockage (“Framework Agreement”) entered into between the Customer and the transferor/seller (as named in the Framework Agreement), and the Sale Confirmation cum Payment Request of Super Yield CDs issued and submitted to VIB by the transferor/seller (as named in the Framework Agreement) (“Sale Confirmation cum Payment Request”).

2.2.2 The Customer and the transferor/seller request VIB to confirm the High-Yield CD transfer transaction as follows:

• Transferee/Purchaser: the Customer;
• Transferor/Seller: the party named in the Framework Agreement and Sale Confirmation;
• Quantity and purchase price: as specified in the Sale Confirmation cum Payment Request.

2.2.3 The Customer shall acquire full ownership and all lawful rights and benefits arising from the High-Yield CDs upon completion of the transfer transaction, being the time when payment is completed and ownership is recorded in VIB’s system.

2.3In respect of the Customer’s transfer/sale of High-Yield Certificates of Deposit in connection with payments for loans registered for automatic debit from the Customer’s Current Account with VIB (including, without limitation, principal, interest, fees, penalties and other amounts payable in relation to such loans):

2.3.1 Where VIB performs automatic debit for loan repayment exceeding the CA balance but within the Available Limit, the Customer irrevocably confirms and agrees that:

• The Customer has demand to transfer/sell High-Yield CDs to ensure sufficient balance for loan repayment and the Standard Threshold; and
• The Customer agrees to sell High-Yield CDs to the purchaser named in the Framework Agreement at the quantity and price specified therein and in the Purchase Confirmation.

2.3.2 The Customer and the transferee/purchaser (the party named in the Framework Agreement) request VIB, and VIB shall confirm, the transfer transaction of the High-Yield Certificates of Deposit in accordance with the Framework Agreement and the Purchase Confirmation of High-Yield Certificates of Deposit mentioned above, with the following details:

• Transferor/Seller: the Customer, being the owner of the High-Yield Certificates of Deposit;
• Transferee/Purchaser: the party named in the Framework Agreement;
• Quantity of High-Yield Certificates of Deposit transferred/sold: as specified in the Purchase Confirmation of High-Yield Certificates of Deposit.

2.4In respect of the Customer’s transfer/sale of High-Yield Certificates of Deposit on the day immediately preceding the Maturity Date:

2.4.1 On the day immediately preceding the Maturity Date of the High-Yield Certificates of Deposit owned by the Customer, the Customer irrevocably undertakes and agrees to transfer/sell all High-Yield Certificates of Deposit having one (01) day remaining to the Maturity Date.

2.4.2 The Customer and the transferee/purchaser (the party named in the Framework Agreement) request VIB, and VIB shall confirm, the transfer transaction of the High-Yield Certificates of Deposit in accordance with the Framework Agreement and the Purchase Confirmation of High-Yield Certificates of Deposit, with the following details:

• Transferor/Seller: the Customer, being the owner of the High-Yield Certificates of Deposit;
• Transferee/Purchaser: the party named in the Framework Agreement;
• Quantity of High-Yield Certificates of Deposit transferred/sold: all High-Yield Certificates of Deposit having one (01) day remaining to the Maturity Date.

2.5In respect of the Customer’s change/adjustment of the Standard Threshold:

2.5.1. Where the Customer changes/adjusts the registered Standard Threshold, such change/adjustment shall take effect immediately at the time of such change/adjustment.

2.5.2. Where the change/adjustment of the Standard Threshold results in the Customer satisfying the conditions to purchase additional High-Yield Certificates of Deposit:

• If such change/adjustment is approved by the Approver being the Legal Representative and takes effect prior to the last daily purchase execution: the Customer agrees that the receipt/purchase transactions of High-Yield Certificates of Deposit shall continue to be executed on the same day.
• If such change/adjustment is approved by the Approver being the Legal Representative and takes effect after the last daily purchase execution: the Customer agrees that the receipt/purchase transactions of High-Yield Certificates of Deposit shall be executed on the following business day, provided that the Customer continues to satisfy the conditions for purchasing additional High-Yield Certificates of Deposit.

2.5.3. Where the change/adjustment of the Standard Threshold, together with the value of the High-Yield Certificates of Deposit currently owned by the Customer, exceeds the Permitted Amount for purchasing High-Yield Certificates of Deposit under the new Standard Threshold, thereby requiring the Customer to transfer/sell a portion of such High-Yield Certificates of Deposit, such change/adjustment of the Standard Threshold shall be deemed the Customer’s irrevocable confirmation and consent to the transfer/sale of the High-Yield Certificates of Deposit at that time to the transferee/purchaser (the party named in the Framework Agreement), with the quantity and transfer/sale price as specified in the Framework Agreement entered into between the Customer and the transferee/purchaser and in the Purchase Confirmation of High-Yield Certificates of Deposit.

2.6The Customer hereby confirms and agrees that VIB may disclose and provide the following information, received from the time the Maker initiates the transaction, to the party named in the Framework Agreement:

• For the purpose of enabling such party to calculate and execute transfer/sale transactions of High-Yield Certificates of Deposit with the Customer:
• The balance of the Customer’s Current Account (being the portion exceeding the Standard Threshold but not exceeding the Permitted Amount);
• For the purpose of enabling such party to calculate and execute receipt/purchase transactions of High-Yield Certificates of Deposit with the Customer:

Where VIB performs automatic debit for repayment of loans (including, without limitation, principal, loan interest and fees related to the loan) registered for automatic debit by the Customer and such repayment exceeds the balance of the Current Account: the payment amount, the Customer’s Current Account balance, the Registered Maintenance Balance and the date(s) of the Customer’s prior receipt/purchase of High-Yield Certificates of Deposit;

Where the Customer changes/adjusts the registered Standard Threshold and the value of the High-Yield Certificates of Deposit owned by the Customer exceeds the Permitted Amount under the new Standard Threshold: the quantity of High-Yield Certificates of Deposit currently owned, the Permitted Amount and the date(s) of the Customer’s prior receipt/purchase of High-Yield Certificates of Deposit;

Where the Customer cancels/deactivates the Super Account Feature: the quantity of High-Yield Certificates of Deposit currently owned and the date(s) of the Customer’s prior receipt/purchase of High-Yield Certificates of Deposit;

Where the Customer transfers/sells High-Yield Certificates of Deposit on the day immediately preceding the Maturity Date in accordance with Clause 2.4.1 above: the quantity of High-Yield Certificates of Deposit having one (01) day remaining to maturity and the date(s) of the Customer’s prior receipt/purchase of High-Yield Certificates of Deposit.

• For customer identification purposes:
• the Customer’s identification information registered with VIB during the process of opening and using the Current Account, together with any amendments or supplements thereto from time to time;
• For the purpose of issuance of financial invoices to the Customer by such party in connection with transfer/sale transactions of High-Yield Certificates of Deposit:
• The name and address as stated in the Enterprise Registration Certificate/Business Registration Certificate/Establishment Decision/Investment Registration Certificate or equivalent documents, tax code, email address, and any amendments or supplements thereto from time to time.

2.7The Customer may review information relating to the High-Yield Certificates of Deposit owned by the Customer via the High-Yield Account displayed on VIB Business/Internet Banking.

2.8The Customer agrees that the Current Account registered for the Super Account Feature shall also be the account for receiving interest arising from the High-Yield Certificates of Deposit to which the Customer is entitled from VIB, or proceeds from the transfer/sale of High-Yield Certificates of Deposit received by the Customer from transfer/sale transactions.

2.9Each Customer may register the Super Account Feature for only one (01) Current Account.

Where the Current Account registered for the Super Account Feature is closed, the Super Account Feature shall be terminated accordingly.

The Customer may cancel/deactivate the Super Account Feature by confirming such action on VIB Business/Internet Banking. Upon confirmation of cancellation/deactivation, the Customer shall be deemed to have irrevocably confirmed and agreed to the transfer/sale of High-Yield Certificates of Deposit with the quantity specified below, and Clause 2.3.2 above shall apply (excluding the provisions on calculation of N):

• Quantity of High-Yield Certificates of Deposit transferred/sold: all High-Yield Certificates of Deposit owned by the Customer.

2.10 The Bank reserves the right to suspend the provision of the Super Account Feature and terminate authorizations for future payment transactions by giving notice to the Customer.

Upon VIB’s suspension of the Super Account Feature, the Customer shall continue to own any High-Yield Certificates of Deposit previously received and still held at the time of such suspension, and shall continue to have the rights and obligations relating thereto in accordance with VIB’s regulations.

2.11The Customer agrees to release and indemnify VIB from any losses incurred by the Customer, including losses arising from late payment or non-payment of transactions generated from the Super Account Feature, or from failure to pay or late payment for the transfer/sale of High-Yield Certificates of Deposit due to insufficient balance.

2.12The Customer agrees to release the Bank from any liability relating to service payments, errors or mistakes in payment not attributable to the Bank.

2.13VIB shall not be liable for any damage suffered directly or indirectly by the Customer, or caused by successful or unsuccessful automatic payment transactions pursuant to the Sale Confirmation cum Payment Request, or caused by incorrect debits to the Customer’s Current Account resulting from inaccurate or incorrect information received by VIB. In such cases, the Customer agrees to cooperate with VIB and any third party to resolve the matter and to refund to VIB any amounts credited in error or due to mistakes.

2.14VIB shall only execute transactions based on documents, materials, data and transaction types that are consistent with these Terms and Conditions. Where documents, materials or data received by VIB from the Customer or from a counterparty to a transfer/receipt transaction are incomplete, inconsistent, non-compliant or show signs of suspicion, VIB shall have the right to refuse to provide the service.

2.15Upon receipt of the Framework Agreement, the Sale Confirmation cum Payment Request, or any other documents, materials or data from the Customer or from a counterparty to a transfer/receipt transaction, VIB shall only conduct a prima facie review of such documents/data and shall bear no responsibility for their authenticity, forgery or legal validity.

The parties agree that VIB may provide services based on such documents/data without any obligation to verify their compliance with applicable laws, and without being required to request or demand any proof or evidence of their authenticity, even if disputes may arise between the Customer and the counterparty in relation to the transfer/receipt of High-Yield Certificates of Deposit.

2.16The Customer agrees that VIB shall have the right to amend, modify or adjust these Terms and Conditions, and to temporarily block, suspend, terminate, refuse, supplement, modify, change the interface or rename the product, or make other adjustments relating to the provision of the Super Account Feature.

VIB shall notify the Customer of such events via its website and/or mass media and/or by notice sent through one of the following means: email, landline telephone, SMS to the Customer’s mobile phone, or notifications via E-Banking.

The Customer is responsible for maintaining up-to-date contact information registered with VIB and for promptly notifying VIB of any changes.

Amendments shall take effect on the date specified in the notice. If the Customer does not agree with any amendment, the Customer may terminate the use of the Super Account Feature and shall pay all applicable fees (if any) in accordance with VIB’s policies from time to time.

2.17The Customer agrees that VIB shall have the right to amend, modify or adjust these Terms and Conditions, and to temporarily block, suspend, terminate, refuse, supplement, modify, change the interface or rename the product, or make other adjustments relating to the provision of the Super Account Feature.

VIB shall notify the Customer of such events via its website and/or mass media and/or by notice sent through one of the following means: email, landline telephone, SMS to the Customer’s mobile phone, or notifications via E-Banking.

The Customer is responsible for maintaining up-to-date contact information registered with VIB and for promptly notifying VIB of any changes.

Amendments shall take effect on the date specified in the notice. If the Customer does not agree with any amendment, the Customer may terminate the use of the Super Account Feature and shall pay all applicable fees (if any) in accordance with VIB’s policies from time to time.

2.18These Terms and Conditions are confirmed electronically by the Approver being the Legal Representative via VIB Business/Internet Banking and form an integral and inseparable part of the Super Account Feature Registration on Mobile Banking (VIB Business)/Internet Banking and the Current Account Opening and Usage Agreement, and shall bind the Customer with respect to its rights and obligations throughout the opening and use of the Current Account and the Super Account Feature at VIB.