Terms and Conditions of the Super Account feature for Corporate customers

1.1Bank/VIB: means Vietnam International Commercial Joint Stock Bank

1.2Current Account (“CA”): refers to the Current Account opened by the Corporate Customer at VIB in accordance with VIB’s process for opening and using Current Accounts for corporate customers. The CA must not be a joint account with any individual/organization, nor a capital account, escrow account, payment guarantee account, collection-only account, disbursement-only account, or an overdraft account.

1.3Corporate Customer (“Customer”): refers to the CA holder (a Vietnamese legal entity, a resident foreign legal entity, or a household business) that activates/registers for the Super Account Feature.

1.4Customer’s Legal Representative: refers to the person acting on behalf of the Customer to perform transactions related to the CA within their representative authority. For household businesses, this refers to the household business owner or their authorized representative. For other Customers, it includes: (i) the legal representative, or (ii) a person authorized by the legal representative (Authorized Person), or (iii) a sub-authorized person if the legal representative permits the Authorized Person to delegate authority further.

1.5 Approver: means a user who has the authority to approve the Customer’s transactions, registered with VIB via the VIB Business Mobile Banking Registration Form/Corporate Online Banking Registration Form. The Approver is the Customer’s Legal Representative. In case there are multiple Approvers, the final Approver shall be the Legal Representative of the Customer.

1.6 Maker: means a user who has the authority to initiate the Customer’s transactions, registered with VIB via the VIB Business Mobile Banking Registration Form/Corporate Online Banking Registration Form.

1.7Super Account Feature: refers to one of the features of the CA service provided to the Customer and registered for a specific CA. When using this feature, the Customer agrees to maintain a specific balance in the CA (the “Registered Minimum Balance” or “Standard Threshold”) and agrees to use the excess funds above this amount, but not exceeding the Permitted Value, to Participate in other products, services, or transactions under specific agreements governed by these Terms and Conditions.

1.8High-Yield CD (“HYC”): means a certificate of deposit issued by VIB under the TERMS AND CONDITIONS OF THE HIGH-YIELD CERTIFICATE OF DEPOSIT, published on www.vib.com.vn and/or at VIB business units. The Customer may receive a transfer from or transfer to another HYC holder with the Super Account Feature. For clarification, the Customer does not purchase the HYC from VIB.

1.9Electronic Banking Services (“E-Banking”): refers to banking services provided by VIB that allow the Customer to use banking products, services, and other features via electronic means to transact with VIB. These services include but are not limited to Internet Banking, Mobile Banking, SMS Banking, and other e-banking services provided by VIB from time to time.

1.10VIB Business: refers to the mobile banking e-banking service provided by VIB.

1.11Internet Banking: refers to the e-banking service provided by VIB.

1.12High-Yield Account: a ledger account (directory) that manages all HYCs owned by the Customer and is displayed on VIB Business/Internet Banking.

1.13Registered Minimum Balance (Standard Threshold): means the minimum balance the Customer registers to maintain in the CA with the Super Account Feature, as per VIB’s regulations from time to time. The excess amount above this threshold and within the Permitted Value will be used to certify other products/services to optimize returns.

1.14Allowed value (Ownership Limit): means the maximum value of funds that may be used for product or other services under the Super Account Feature in accordance with VIB’s regulations.

1.15Available Limit: means the total balance of the Customer’s CA and the total value of HYCs owned by the Customer in the High-Yield Account. The Available Limit represents the maximum value for which the Customer’s transfer/payment transactions may be executed, subject to Clause 2.3 below.

By registering to use the Super Account feature, in addition to the Corporate Customer Current Account Opening and Usage Agreement established with VIB, the Customer agrees to the following terms of use for the Super Account feature:

2.1The Customer agrees to ensure that the Available Limit when participating in the Super Account feature is always greater than the total Standard Threshold on the Current Account and the minimum value required to participate in product(s)/service(s) as regulated by VIB or to carry out other transactions (including receiving transfer/purchasing HYC at certain times).

2.2Regarding transactions where the Customer receives transfer/purchases HYC:

2.2.1 The Customer agrees and authorizes VIB to automatically debit up to the amount exceeding the Standard Threshold on the Customer’s Current Account but not exceeding the Allowed Value to pay the transfer/purchase price of HYC according to the Agreement Framework on transfer/receiving transfer (Buy/Sell) of HYC combined with transfer confirmation and blocking request (Agreement Framework) established by the Customer and the transferor/seller (as named in the Agreement Framework) and the Sales Confirmation combined with Payment Request issued by the transferor/seller (as named in the Agreement Framework) and sent to VIB (Sales Confirmation cum Payment Request).

2.2.2 The Customer and the transferor/seller (named in the Agreement Framework) request VIB, and VIB will confirm the transfer transaction of HYC according to the Agreement Framework and the aforementioned Sales Confirmation cum Payment Request, specifically:

• Transferee/buyer: the Customer;
• Transferor/seller: the party named in the Agreement Framework and Sales Confirmation cum Payment Request and the owner of the HYC;
• Quantity and transfer/purchase price of HYC: as stated in the Sales Confirmation cum Payment Request.

2.2.3 The Customer fully owns the HYC and acquires all legal rights and benefits arising from such Instruments from the time the transfer transaction is completed according to the Agreement Framework and Sales Confirmation cum Payment Request (upon completion of payment and confirmation of transfer by VIB by recording ownership rights of the Customer on VIB’s system).

2.3Regarding transactions where the Customer transfers/sells HYC during payment/transfer transactions:

2.3.1 At the time the Approver, who is the Customer’s legal representative, approves a payment/transfer transaction with a payment/transfer value exceeding the Current Account balance but within the Available Limit, the Customer commits and agrees not to revoke that:

• The Customer confirms the need to transfer/sell HYC to ensure sufficient balance in the CA to make the payment/transfer and maintain the registered balance; and
• The Customer agrees to transfer/sell the HYC to the transferee/buyer (named in the Agreement Framework) with quantity and transfer/sale price according to the Agreement Framework established between the Customer and the transferee/buyer and the Purchase Confirmation of HYC issued by the transferee/buyer and sent to VIB ("HYC Purchase Confirmation").

2.3.2 The Customer and the transferee/buyer (named in the Agreement Framework) request VIB, and VIB will confirm the transfer transaction of HYC according to the Agreement Framework and the above HYC Purchase Confirmation, specifically:

• Transferor/seller: the Customer and owner of the HYC;
• Transferee/buyer: the party named in the Agreement Framework;
• Quantity of HYCD transferred/sold: as per the Purchase Confirmation.

2.4Regarding transactions where the Customer transfers/sells HYC on the day immediately preceding the Due Date:

2.4.1 On the day immediately preceding the Due Date of the HYC owned by the Customer, the Customer commits and agrees not to revoke the transfer/sale of all HYC with one day left before the Due Date.

2.4.2 The Customer and transferee/buyer (named in the Agreement Framework) request VIB, and VIB will confirm the transfer transaction of HYC according to the Agreement Framework and Purchase Confirmation, specifically:

• Transferor/seller: the Customer and owner of the HYC;
• Transferee/buyer: the party named in the Agreement Framework;
• Quantity transferred/sold: all HYC with one day left before Due Date.

2.5Regarding changes/adjustments to the Standard Threshold by the Customer:

2.5.1. If the Customer changes/adjusts the registered Standard Threshold, such change/adjustment takes effect immediately at the time of change/adjustment.

2.5.2. If the change/adjustment causes the Customer to meet the conditions to purchase additional HYC:

• If the change/adjustment is approved by the Approver who is the legal representative and effective before the last daily purchase operation: the Customer agrees to continue establishing transfer/purchase transactions of HYC within the same day.
• If the change/adjustment is approved by the Approver and effective after the last daily purchase operation: the Customer agrees to establish transfer/purchase transactions on the next day, provided the Customer still meets the conditions to purchase additional HYC.

2.5.3. If the change/adjustment to the Standard Threshold and the value of the HYC owned by the Customer exceeds the Allowed Purchase Value according to the new Standard Threshold, resulting in the need to transfer/sell some Instruments, such change/adjustment means the Customer agrees not to revoke the confirmation of transfer/sale transaction at that time to the transferee/buyer (named in the Agreement Framework) with the quantity and transfer/sale price according to the Agreement Framework and Purchase Confirmation.

2.6Regarding transfer/sale transactions to maintain the Standard Threshold:

2.6.1 When the CA balance is below the Standard Threshold, the Customer commits and agrees not to revoke that:

• The Customer confirms the need to transfer/sell HYC to maintain the Standard Threshold; and
• The Customer agrees to transfer/sell to the transferee/buyer (named in the Agreement Framework) with quantity and transfer/sale price according to the Agreement Framework and Purchase Confirmation.

2.6.2 The Customer and transferee/buyer request VIB, and VIB will confirm the transfer transaction according to the Purchase Confirmation, specifically:

• Transferor/seller: Customer and owner of the HYC;
• Transferee/buyer: party named in the Agreement Framework;
• Quantity transferred/sold: as per Purchase Confirmation.

2.7The Customer agrees to allow VIB to send the following information to the party named in the Agreement Framework from the time the initiator inputs the transaction:

• For that party to calculate and perform transfer/sale transactions with the Customer: Current Account balance (amount exceeding the Standard Threshold but within Allowed Value);
• For that party to calculate and perform transfer/purchase transactions with the Customer:
  • In case the Customer needs to make a payment/transfer exceeding the CA balance: payment/transfer amount, Customer’s CA balance, registered maintained balance, and previous transfer/purchase dates;
  • In case of change/adjustment of Standard Threshold and Customer’s current HYC value exceeding the Allowed Purchase Value: quantity currently owned, Allowed Value, and previous transfer/purchase dates;
  • In case the Customer cancels/disables the Super Account feature: quantity currently owned and previous transfer/purchase dates;
  • In case of transfer/sale on the day immediately before Due Date as in 2.4.1: quantity with one day left before Due Date and previous transfer/purchase dates;
  • In case of transfer/sale to maintain Standard Threshold: quantity currently owned, CA balance, registered maintained balance, and previous transfer/purchase dates.
• For customer identification: Customer identification information registered with VIB during account opening and use, and any modifications thereof.
• For that party to issue invoices to the Customer if requested: name and address on Business Registration Certificate/Investment Registration Certificate/Equivalent documents, tax code, email, and any modifications thereof.

2.8The Customer can check information on HYC owned in the High-Yield Account displayed on VIB Business/Internet Banking.

2.9The Customer agrees the CA registered for the Super Account feature is also the account to receive interest accrued from HYC or proceeds from selling/transferring such Instruments.

2.10 Each Customer can only register one CA for the Super Account feature. If the registered CA is closed, the Super Account feature is terminated accordingly. The Customer can cancel/disable the feature via confirmation on VIB Business/Internet Banking. Such cancellation means the Customer agrees not to revoke confirmation of transfer/sale of specific quantity as below, and clause 2.3.2 applies (except the calculation of number N): 

• Quantity transferred/sold: all HYC owned by the Customer.

2.11The Bank reserves the right to discontinue providing the Super Account feature and terminate future payment authorizations by notifying the Customer.
When VIB discontinues the feature, the Customer still owns the HYC acquired before discontinuation and holds rights and obligations regarding those Instruments as regulated by VIB.

2.12The Customer agrees to exempt VIB from liability for any losses incurred by the Customer arising from, including but not limited to, failure to make timely payments or non-payment for transactions arising from the Super Account Feature, or failure to pay or late payment for the transfer/payment of HYC due to insufficient balance.

2.13The Customer agrees to release the Bank from all liabilities related to service payments, errors, or mistakes in payments that arise without the Bank's fault.

2.14VIB shall not be liable for any damages directly or indirectly suffered by the Customer; or caused by successful or unsuccessful automatic payment transactions according to the Sale Confirmation cum Payment Request or caused by erroneous debiting of the Customer’s Payment Account due to VIB receiving incorrect or inaccurate information. In such cases, the Customer agrees to cooperate with VIB and third parties to resolve and reimburse VIB for any credited amounts due to errors or mistakes.

2.15VIB shall only process transactions based on documents, materials, data, and types of transactions that comply with the terms of these Conditions. If VIB receives documents, materials, or data from the Customer or from parties executing transfer/receipt transactions with the Customer that are incomplete, inaccurate, unsuitable, or suspicious, VIB reserves the right to refuse to provide services.

2.16Upon receiving the Agreement Framework, Sale Confirmation cum Payment Request, or any other documents, materials, or data from the Customer or parties executing transfer/receipt transactions with the Customer, VIB shall only conduct a superficial check on such documents/data and shall bear no responsibility for the authenticity, forgery, or legal validity of those documents/data. The parties agree that VIB may provide services based on the documents/data without any obligation to verify compliance with legal regulations, nor require any proof or evidence of their authenticity, even if this may lead to disputes related to transfer/receipt transactions of HYC between the Customer and the parties executing the transfer/receipt transactions with the Customer.

2.17The Customer agrees that VIB has the right to change, amend, adjust these Terms and Conditions, and may temporarily lock/suspend/terminate/refuse/modify/supplement/change the interface/rename the product, and make other adjustments related to providing the Super Account Feature to the Customer. In such events, the Customer agrees that VIB will notify via the website and/or mass media and/or send notifications to the Customer via one of the following methods: email, landline, SMS to the Customer’s mobile phone, or notification through e-banking. The Customer is responsible for establishing and maintaining registered contact information (address, phone number, email, etc.) to receive notifications from VIB and must promptly inform VIB of any changes to the registered contact details. Such changes, amendments, or adjustments will take effect on the date specified in the notification. If the Customer does not agree with any amendments to these Terms and Conditions, the Customer has the right to terminate the use of the Super Account Feature and must pay all applicable fees (if any) according to VIB’s policy at the time.

2.18For clarity, VIB’s provision of the Super Account Feature, applications, electronic means/platforms, or related work under these Terms and Conditions and/or under the Agreement Framework and/or under the Sale Confirmation cum Payment Request and/or any documents, materials, or data received from the Customer or parties executing transfer/receipt transactions with the Customer shall incur no fees and are intended to fully support the rights of the holders of HYC.

2.19These Terms and Conditions are confirmed by the Approver who is the legal representative on VIB Business/Internet Banking and form an inseparable part of the Super Account Feature registration form on mobile banking (VIB Business)/internet banking and the account opening and payment account usage contract, binding the responsibilities and obligations of the Customer throughout the process of opening, using the Payment Account, and using the Super Account Feature at VIB.