FX International Payments from American Express New Account Application Form

FX International Payments from American Express New account application Thank you for applying for FX International Payments from American Express. We look forward to serving all your international payment needs. Please note that we require that your company has been in business for at least one year in order to apply. Part A Applicant information Name/ Doing business as Company web site/URL Street address not PO box Years in business Company Registration Number if applicable Address and postcode of Registered Office if different from above City County Postcode Tel no. Fax no. Part B History Name if changed within the last 3 years Previous address and postcode if applicable Part C Ownership information Please complete if beneficial owners own 25 or more of the company or if no company registered number is provided above Owner name Date of birth Home address/postcode In the last year have you or a family member or close associate including anyone with a close business relationship eg joint ownership of company partnership or anyone benefiting from any company/other entity you own held the position of Please tick if Yes Head of state minister deputy or assistant minister Member of Parliament Member of Supreme Court of a constitutional court of other high-level judicial body Member of court of auditors or of the Board of the Central Bank Ambassador charges d affaire or high-ranking officer in the armed forces Member of the administrative management or supervisory bodies of a state-owned enterprise If you answered yes to any of the above please state Name of the State role held in The title of the role and the name of the organisation If it was you or a close associate give names and relationship to you americanexpress. Co. uk/fxip ONLINE SECURE SIMPLE FX INTERNATIONAL PAYMENTS Part D Contact information Authorised signatory legally approved to enter into agreements on the company s behalf Primary contact for payment enquiries daily operations etc Title Preferred means of contact Phone Name Fax E-mail Signature We may send you email messages with important information about your account. Please tick here if you wish to receive email marketing messages with surveys research and offers that may be suited to your needs. For details on our email practices please visit the American Express Privacy Statement at americanexpress. Co. uk/privacy Should you wish to change your marketing preferences please email international*payments. Uk aexp*com Part E User authorisation information functions. Authorisation options include Single verification User inputs the payment details approves the same payment and completes the transaction* Dual verification User inputs the payment details but is not authorised to approve same payment for release. Another user s verifies the information and approves the payment to complete the transaction* Do you require dual verification Yes No Do you require 1 or 2 levels of verification Please list the person s below and overleaf who are authorised to make international payments on your behalf and indicate all applicable authorisations. Each user must provide his/her signature to verify faxed requests. Please provide a unique password to verify phone requests. User 1 Information First name Surname PLEASE PRINT Telephone number Fax number Online user Telephone password compulsory Authorisations All permissions please tick all that apply Setting limits for users Input/Modify payments Transaction limit Approve payments made by different user Dual verify limit Add new payee/Change existing payee data Dual verify hurdle limit View transaction history/Generate reports Part F Payment needs Your industry/Type of business Goods and services for which you make international payments Countries to which you make payments Currency in which you make payments Foreign currency GBP Both Number of international payments per month Average size of each payment in GBP s Required credit limit highest value you anticipate sending over a four business day period Part G Addition information Card type eg. Corporate Card Corporate Purchasing Card Blue etc* How did you hear about American Express International Payments Promotional code if applicable Part H Data protection Use of personal information Use of personal information We will make searches about you at credit reference agencies who will supply us with credit information as well as information from the Electoral Register. The agencies will record details of the search whether or not this application proceeds. We may use credit-scoring methods to assess this application and to verify your identity. Credit searches and other information which is provided to us and/or the credit reference agencies about you and those with whom you are linked financially may be used by us and other companies if credit decisions are made about you or other members of your household. This information may also be used for debt tracing and the prevention of money laundering as well as the management of your account. To prevent or detect fraud or assist in verifying your identity we may make searches of American Express group records and at fraud prevention agencies who will supply us with this information* We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If you give us false or inaccurate information and we suspect fraud we will record this. We members of the American Express group and other companies may use this information if decisions are made about you or others at your address es on credit or credit-related services or motor household credit life or any other insurance facilities. It may also be used for tracing and claims assessment. Information held about you by the Credit Reference Agencies may be linked to records relating to your partner. For the purposes of this application you and your partner are financially independent and you request that your application be assessed without reference to any associated records although you recognise that this may adversely affect the outcome of your application* You believe that there is no information relating to your partner that is likely to affect our willingness to offer financial services to you. You authorise us to check the validity of this declaration with credit reference agencies and if we discover any associated records which would affect the accuracy of this declaration we may decide not to proceed with the application on this basis. You may have the right of access to your personal records held by credit and fraud agencies. We will supply their names and addresses upon request to American Express FX Service agreement I COMPANY NAME NAME OF AUTHORISED SIGNATORY PLEASE PRINT by signing and returning this application request that the business name above be enrolled with FX International Payments from American Express Europe Ltd. I agree to be bound by the terms and conditions of the FX International Payments from American Express service enclosed hereto as such may be amended from time to time. I warrant that the above information is correct and that any changes will be notified to American Express Europe Ltd. The information I have given in this Application is true and correct I have read the Terms and Conditions enclosed and I agree to them on behalf of the business in my capacity as authorised Signer. I hereby authorise American Express Europe Limited and its representatives to a carry out credit checks with the credit reference agencies who may retain records of such checks which records may be used where permitted by applicable law by other organisations in making credit decisions about the business its legal representatives its Beneficial Owner s the Signer and members of the Signer s household and for preventing fraud or tracing debtors b use various statistical methods to assist in evaluating the business credit worthiness in assessing this Application and set up the relevant account and c contact the business bank or building society or any referee to obtain any information required to assess this Application* I have informed the other persons named in this Application that I have disclosed their details to you and that further identification and verification checks may be carried out as described above. I understand that American Express Europe Ltd may decline this application without giving a reason and without entering into any correspondence. Signed for and on behalf of the above named applicant by its duly authorised signatory AGREED SIGNATURE OF AUTHORISED SIGNATORY POSITION HELD DATE Terms and conditions Important document Please review and retain with your records WHEREAS American Express Europe Limited a Delaware corporation with a principal place of business in the UK at Amex House Edward Street Brighton East Sussex BN2 2LP AMEX is an arranger of Express International Payments Service and/or International Payments and the company named overleaf in the Application form Client desires to transact International Payments from AMEX. IT IS AGREED AMEX will supply International Payments to Client as detailed in this Agreement. 2. 0 ACCOUNT SET-UP 2. 1 Prior to the acceptance by AMEX of any International Payments order Client must complete an and AMEX must accept Client as an approved International Payments customer. From time to time AMEX may require Client to provide to AMEX additional information including but not limited to information on funds transfer beneficiaries foreign draft payees and expected amount and frequency of funds transfer or draft orders in accordance with AMEX s money laundering prevention and other legal compliance policies and procedures. Client undertakes to provide such additional information promptly on request. 3. 0 ACCEPTANCE AND PROCESSING OF FUNDS TRANSFER AND DRAFT ORDERS 3. 1 Client will use approved manual or electronic currently letter telephone Telefax Internet processes to place an International Payments order with AMEX. Client will be advised of daily processing deadlines and will be responsible for transmitting its orders to AMEX in accordance with these deadlines. 3. 2 Client will provide AMEX with the information that is required by law or by third party providers and information that AMEX has otherwise determined is necessary to process International Payments orders. Client agrees that AMEX may rely on the information provided by Client in processing such incorrect Client name beneficiary name bank name bank account number or bank routing number or payee name is Client s responsibility and that AMEX shall have no liability therefor. 3. 3 In the case of funds transfer orders placed by Client Client agrees that the beneficiary s bank may make payment to the beneficiary based solely on the beneficiary bank account number or other identifying number provided by Client even if the name in the order differs from the name on the beneficiary bank account. AMEX its agents subcontractors and any intermediary bank or other third party provider may send an order to an intermediary bank or the beneficiary s bank based solely on the bank identifying number even if Client provides AMEX with a different bank name. 3. 4 AMEX will attempt to verify the authenticity of each International Payments order and may reject an order if AMEX in its sole discretion determines that the order is not authentic* AMEX may also reject any order if it does not receive sufficient funds to cover such order by its operational deadline. 3. 5 Client may upon agreement with AMEX submit International Payments orders via telephone Telefax and the Internet. All aspects of transactions submitted via telephone and/or Telefax and/or Internet including but not limited to rates and fees are subject to final approval and confirmation in writing by AMEX. Client agrees that the security procedures used for the Internet access to AMEX are reasonable for its needs. 3. 6 Client hereby requests and authorises AMEX to execute all instructions for the transfer of funds and issuance of drafts and all requests to cancel or amend such instructions which AMEX receives in the name of Client upon verification of such instructions in accordance with the agreed security procedures. 3. 7 In particular the Client hereby expressly authorises and instructs AMEX to accept and to execute TELEPHONE INTERNET a telephone and/or the Internet and such order purports to come from ONE of the duly authorised signatories appointed by the Client in the current AS List and are honestly believed by AMEX to come from such duly authorised signatory of the Client even if not followed by written telex or Telefax communication and/or TELEFAX b telephone facsimile machine Telefax and purport to come from the Client and are honestly believed by AMEX to come from the Client provided that such instructions and/or requests bear a signature or signatures which appear to AMEX to correspond to the signature/signatures of the duly authorised signatory/signatories appointed by the Client in the current A S List. The Client agrees to mark clearly on any confirmation of any communications by Telefax the words Confirmation only Do not duplicate. Consequently Client assumes all risks involved in connection with any communications by Internet but without prejudice to the generality of the foregoing risks due to errors in transmission misunderstanding or errors on the part of AMEX regarding the identity of the Client or its authorised representatives and the Client expressly agrees that AMEX be discharged from all responsibility in respect thereof* Furthermore the Client agrees to indemnify and keep AMEX indemnified against any loss arising to AMEX in consequence of acting in reliance on any such communications and any actions proceedings costs claims and demands in respect thereof* The Client agrees to perform and ratify any International Payments orders performed by AMEX and/or any action taken by AMEX as a result of such communications made or purporting to be made on behalf of the Client and honestly believed by AMEX to have been made on behalf of the Client. 3. 8 AMEX reserves the right to reject any payment order that is incorrect incomplete or unsatisfactory to AMEX for any reason* 4. 0 PAYMENT TERMS Kingdom bank or building society account designated by Client. Prior to initiation of any International bank or building society account designated by Client and acceptable to AMEX. 4. 2 AMEX in its sole discretion may assign the Client a credit limit if so any order in excess of the Client credit limit will be advised to Client at time of order and must be settled via bank transfer to a nominated AMEX bank account in advance of order being executed* 4. 3 Upon receipt and acceptance of an International Payments order AMEX will create an invoice and send a copy of the invoice to Client. AMEX will initiate a direct debit from Client s designated bank or building society account in the amount indicated on the invoice. 4. 4 AMEX will use its best endeavours to debit Client s designated bank or building society account only in amounts invoiced as owing by Client. AMEX shall not be responsible for any loss or damage actual or consequential arising from errors made in the direct debit process which are beyond AMEX s direct control* 4. 5 Client must provide to AMEX written notice of any change closure or variation of the bank or received by AMEX at least one week prior to the effective date of the change closure or variation* Client must complete a new direct debit mandate for a United Kingdom bank or building society acceptable to AMEX to effect a change or variation in the designated account. 4. 6 In the event of amounts remained unpaid by the Client such as for example but not limited to in the case of rejected direct debit AMEX reserves the right to i impose a late payment charge on such amount calculated as of the date of the relevant AMEX s invoice and on the basis of a rate equal to the prevailing Lloyds TSB lending rate plus 2. 5 ii suspend and refuse to process any International iv charge the Client with AMEX s full costs incurred in respect of any payment/direct debit which is not honoured in its full amount and of any reference of the amounts due by the Client to a third party collector. 5. 0 FORWARD EXCHANGE CONTRACTS 5. 1 In certain circumstances AMEX may allow Client to purchase foreign currency for delivery on a specified maturity date or dates for a specified future payment need* Such Forward Exchange Contracts must be specifically approved in advance by AMEX. AMEX may require Client to provide security in a specified amount in respect of any Forward Exchange Contract AMEX enters into with Client. AMEX reserves the right to require additional payment s if the relevant exchange rate changes before the contract maturity date. AMEX shall be entitled to close out reverse or terminate a Forward Exchange Contract by any reasonable method and without prior notice to Client if G Client fails to pay AMEX any amount due under these terms and conditions for that contract or AMEX has reasonable cause to believe Client will be unable to pay any such amount when due. If this happens Client agrees to pay AMEX any costs or expenses AMEX incurs in closing out reversing or terminating the contract. Client is not entitled to assign or transfer Client s rights or obligations under a Forward Exchange Contract. 6. 0 INCOMING FOREIGN EXCHANGE DRAFTS AND INCOMING FOREIGN EXCHANGE WIRES a draft or wire transfer payable to the Client. Such Incoming FX Drafts and Incoming FX Wires must be specifically approved in advance by AMEX. 6. 2 AMEX will make payment to the same United Kingdom bank or building society account that the Client has designated for settlement of International Payments orders. AMEX reserves the right to withhold payment for Incoming FX Drafts and Incoming FX Wires to the Client until AMEX in its sole discretion is satisfied that good funds have been received by AMEX. Being returned or recalled Client irrevocably agrees to indemnify AMEX in respect of such amount together with any costs or expenses incurred by AMEX in handling the returned or recalled item and authorises AMEX to recover such amounts by direct debit to its nominated bank or building society account. 7. 0 MEANS OF PROCESSING INTERNATIONAL PAYMENTS ORDERS 7. 1 In connection with Client s use of the International Payments service AMEX its agents or its subcontractors may use whatever funds transfer methods AMEX or its agent or subcontractor deems appropriate to the transaction* Client agrees to be bound by the rules of any funds transfer or Client order including but not limited to Fedwire CHIPS and SWIFT and any other domestic or international banking system* 7. 2 Client agrees that AMEX will use American Express Bank Ltd. or one or more intermediary or correspondent banks or banking networks or non-bank systems to process Client s International foreign draft processing by intermediary banks. 8. 0 RECALL AND CANCELLATION 8. 1 AMEX has no obligation to cancel or amend an International Payments order after the order has been received by AMEX and an invoice has been generated* If Client makes a verifiable request to AMEX to cancel or amend a transaction AMEX will make a reasonable effort to act on the request. Client may recall or amend a transaction order only if AMEX has not executed the order and only if the request is order. If the order has been executed AMEX will attempt to contact the intermediary or beneficiary bank on behalf of Client. AMEX is not liable if any request to cancel or amend an order is not effected nor is AMEX liable for any service charges or exchange rate differences involved in reversing amending or cancelling a transaction* 9. 0 LIMITATION OF LIABILITY 9. 1 Neither AMEX its agents nor its subcontractors shall be responsible for the acts or omissions of Client or Client s representatives including but not limited to the amount accuracy timeliness of delivery or due authorisation of any instructions from Client or the acts or omissions of any other person or entity including but not limited to any clearing house association or processor any funds transfer system any national bank or other domestic banking system any other financial institution or any supplier and no such person will be deemed AMEX s agent. 9. 2 In no event will AMEX or any of its agents or subcontractors be liable for any special indirect exemplary or consequential damages including but not limited to lost profits or contracts or Client s tax penalties. Methods of providing security against unauthorised International Payments orders and that such procedures are reasonable for Client s needs. Client agrees to be bound by any International Payments order whether or not authorised by Client placed in Client s name and accepted by AMEX in compliance with the agreed security procedures and Client agrees to indemnify and hold AMEX harmless from any loss suffered or liability incurred by AMEX in or arising from the execution of International Payments orders by AMEX on Client s behalf in accordance with this Agreement. Client agrees that the security 9. 4 AMEX will not be liable for and will be excused from any failure or delay in performing its obligations under this Agreement if i such failure or delay is caused by circumstances beyond its reasonable control including but not limited to inaccuracy interruption delay in transmission or failure in means of transmission whether caused by strikes power failures equipment failures legal constraint emergency conditions action or inaction of government civil or military authority fire labour dispute war riot theft natural disaster breakdown of any supplier equipment failure or actions of intermediary or recipient banks or beneficiaries or ii AMEX reasonably believed that its action would have violated any law guideline rule or regulation of any governmental or regulatory authority. No such failure or delay will constitute a breach of this Agreement. AMEX MAKES NO WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO ANY MATTER* 10. 0 INDEMNIFICATION 10. 1 Further to the indemnification obligations undertaken by Client as set in Section 3. 7 above Client shall indemnify and hold harmless AMEX its parent subsidiaries and affiliates from any and all liabilities claims costs expenses and damages of any nature including but not limited to reasonable attorney s fees allocated costs of staff counsel expenses of litigation and any fees and expenses incurred in this provision arising out of or relating to the negligence or willful misconduct of Client or the violation of any laws regulations rules or ordinances by Client. Client s obligations under this section shall survive the termination of this Agreement. 11. 0 SECURITY 11. 1 Client will provide to AMEX a list of individuals who are authorised to place International Payments orders on behalf of Client. Such list shall be provided in a form and manner specified by AMEX and shall include without limitation the original signature of each individual listed* Inclusion of any person on such list will be conclusive proof of authorisation to initiate International Payments on Client s behalf and such list shall remain valid until AMEX s receipt from the Client of a replacement list. Whenever requested by AMEX Client will confirm to AMEX the reason for the International Payments order and the source of the money used for the payment of the relevant amount to AMEX. B Use information about how the Data Subjects use International Payments to develop reports for use by the Client in order that it may maintain effective internal policies and procedures as to International Payments. Use information about the Client and about how the Client uses International Payments unless the Client asks American Express not to do so by emailing international*payments. Uk aexp*com to develop lists for use within the American Express group of companies worldwide including its appointed Representatives who provide International Payments on its behalf and other selected companies in order that American Express or these companies may develop or make offers to the Client by mail unless the Client has notified AMEX that it does not wish to receive these offers or if the Client has notified AMEX that it does wish to receive these offers by telephone or email or other forms of electronic communication of products and services in which the Client may be interested* The information used to develop these reports and lists may be obtained from this Agreement from transactions and from surveys and research which may involve contacting the Client by mail unless the Client has notified AMEX that it does not wish to be contacted or if the Client has agreed by phone or email or other forms of electronic communication and information obtained from other external sources such as AMEX s appointed Representatives agents and suppliers APPLICABLE TO NON COMPANIES c Exchange information about the Client and its International Payments with credit reference agencies. If the Client owes AMEX money and does not repay in full or on time AMEX will tell client reference agencies who will record the outstanding debt. This information may be shared with other organisations in assessing applications from the Client and applications from any other party with a financial association with the Client for credit or other facilities and for preventing fraud and tracing debtors. D Carry out credit checks whilst any money is owed by the Client in respect of International Payments including contacting the Client s bank building society or approved referee and disclose information about the Client and International Payments to collection agencies and lawyers for the purpose of collecting debts on International Payments. E Carry out further checks including at credit reference agencies and analyse information about the Client in respect of International Payments to assist in managing International Payments authorise payments and to prevent fraud. These credit reference agency searches will not be seen or used by other organisations to assess the Client s ability to obtain credit. F Check the Client s details with fraud prevention agencies and if the Client gives AMEX false or inaccurate information and AMEX suspects fraud this will be recorded which records may be used by AMEX and other organisations to help make decisions about offering products such as credit and credit related services and motor household life and other insurance products to the Client and any other party with a financial association with the Client help make decisions about insurance claims made by the Client or any other party with a financial association with the Client trace debtors recover debt prevent fraud and manage the Client s accounts or insurance policies. G Monitor and/or record telephone calls made by the Client and/or its personnel the Authorising Officer and the Authorised Signatories to us either directly or by means of reputable organisations selected by American Express to ensure consistent servicing levels including staff training and provision h Undertake all of the above both within and outside England and Wales and the European Union* This includes processing the information in question in the USA in which data protection laws are not as comprehensive as in the European Union* In connection with the use of International Payments American Express may also disclose to or access information relevant to the Client the Authorising Officer and the may not be as comprehensive as in the European Union* In these cases American Express has taken appropriate steps to ensure the level of protection for such information in the USA and in other countries as there is in the European Union* assessing the Client s application for International Payments and/or whilst any money is owed by the Client in connection with International Payments and/or whilst an order for International Payments is placed by the Client and exchange information about the Data Subjects with credit reference agencies which may be shared with other organisations in assessing applications from them or members of their household for other credit facilities or for preventing fraud or tracing debtors 12. 0 CONFIDENTIALITY 12. 1 Subject to Section 13. 0 below each party agrees that it shall not and shall procure that its directors employees and agents shall not disclose confidential information received during the performance of this Agreement to any third party or disclose or make any use whatsoever of such confidential information without the other party s prior written consent or as required by law regulation or order of a competent court. Information which at the time of disclosure is published or otherwise generally available to the public shall be exempt from the foregoing undertaking. 13. 0 DATA PROTECTION USE OF PERSONAL INFORMATION The Client declaring that it has the authority for the purpose hereof acknowledges and agrees that AMEX is entitled to use information about the Client and the Client s Owners Authorising Officers and for the purpose of providing the Client with International Payments and ancillary products/services hereinafter cumulatively referred to as International Payments according to the terms set below and lawyers for the purpose of collecting debts relevant to International Payments debtors. Decisions about insurance claims made by the Client trace debtors recover debt prevent fraud and manage the Client s accounts or insurance policies. A Disclose information about the Data Subjects and the services selected by them to companies within the American Express group of companies worldwide including its appointed Representatives who provide International Payments on its behalf to any party authorised by the Data Subjects to processors and to suppliers of American Express and to the Client itself in order to provide International Payments process and collect the relevant charges. Where the Data Subjects make an order for International Payments on behalf of a third party they confirm that they have obtained the consent of that third party to the disclosure of such third party s information to American Express for these purposes. G Analyse information about the Data Subjects and the charges relevant to International Payments to assist in managing the provision of International Payments authorising relevant charges to prevent fraud 13. 2 American Express uses advanced technology and well defined employee practices to help ensure that the information mentioned herein is processed promptly accurately and completely and in accordance with applicable Data Protection Law. 21. 0 The Client certifies that all statements contained in this Agreement the Application and the A S List are true and correct. Permission and authorisation is hereby granted to AMEX to verify receive exchange and obtain business and other information as part of the Application or at any time thereafter in connection with the ongoing application evaluation process review of activity and/or collection of any obligation arising from the business relationship* Client further agrees that AMEX shall not be responsible for any losses or damages Client or the undersigned may claim resulting from said verification receipt exchange or obtaining business credit or other business information* branch address FC11790. Registered at Cardiff under branch no BR 897. Incorporated with limited liability and registered with the Secretary of State Delaware USA. If the Client Client s Owners the Authorising Officer or the Authorised Signatories ask AMEX will tell them what information AMEX holds about them and provide it to them in accordance with applicable law. There may be a charge for this as permitted by law. The Client Client s Owners the Authorising Officer and the Authorised Signatories has the legal right of access to personal records held by credit and fraud prevention agencies. AMEX will supply the names and addresses of the agencies AMEX has used upon request to American Express Europe Ltd FX International Payments Telecom House 2nd Floor UMC 60-02-002 125-135 Preston Road Brighton BN88 1TH. If Data Subjects believe that any information AMEX holds about them is incorrect or incomplete they should write or telephone without delay to their American Express contact person at American Express Europe Ltd FX International Payments Telecom House 2nd Floor UMC 60-02-002 125-135 Preston Road Brighton BN88 1TH. Any information which is found to be incorrect or incomplete will be corrected promptly. AMEX keeps the above described information only for so long as it is appropriate for the above purposes or as required by applicable law. 14. 0 ASSIGNMENT 14. 1 AMEX may assign or novate this Agreement or any or all of its rights or obligations thereunder to any of its holding subsidiary or affiliate companies or licensees without the Client s prior consent. 14. 2 Subject to 14. 1 above neither party shall assign or novate or in any way transfer this Agreement or any part thereof to any third party without the prior written consent of the other party hereto. In the event of any such agreed assignment novation or transfer taking place the new party shall agree to be 15. 0 ENTIRE AGREEMENT 15. 1 Each party hereby confirms that this Agreement sets out the entire agreement and understanding between the parties in relation to the facilities hereby contemplated* 16. 0 NO WAIVER 16. 1 No failure or delay by either party hereto in exercising any right power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any such right power or privilege preclude any further exercise thereof* 17. 0 AMENDMENT 17. 1 AMEX shall be entitled to amend any term of this Agreement at any time and shall give the Client notice in writing of any such change fifteen 15 days prior to the effective date thereof* If any change is not acceptable to the Client the latter shall be entitled to terminate this Agreement under the provisions of Section 18 Term and Termination below. 18. 0 TERM - TERMINATION 18. 1 This Agreement shall commence on the date the Client s account is set up on the American Express system in Brighton and shall continue thereafter unless and until terminated by either party giving not less than thirty 30 days written notice to the other party or unless terminated by AMEX under the following circumstances In the event of the Client i becoming insolvent or enter bankruptcy receivership or administration or make an assignment for the benefit of creditor generally ii suffering an execution attachment repossession of or foreclosure on all or substantially all of its assets iii ceasing all or a substantial portion of its business or operations iv undergoing a merger or substantial change in ownership or control or v any event occurs or series of events occur whether related or not which in AMEX s opinion may affect the Client s ability or willingness to comply with any of its obligations under this Agreement then in any such event this Agreement shall terminate automatically and all debts and obligations owed to AMEX shall be deemed immediately due and payable. AMEX shall be entitled to take any action as it may be entitled to under this Agreement or under applicable law or equity including withholding of payments due to the Client. A The Client shall notify AMEX immediately of the occurrence of any of the events described in subsections a i to v above Notices of termination shall be effective immediately upon receipt thereof c All obligations and rights of a continuing nature shall survive termination or expiry of this 19. 0 GOVERNING LAW AND JURISDICTION with the laws of England and Wales. In the event of any dispute between the parties each party submits to the exclusive jurisdiction of the courts of England and Wales. 20. 0 By executing the Application the Authorising Officer asks that the company named as the Client Payments service. By using or permitting another person to use a bank account held in the Client s name to initiate payments the Client agrees to be bound by the terms and condition of the International Instructions to your Bank or Building Society to pay by Direct Debit Please fill in the whole form using a ball point pen and send it to Reference For office use only New Accounts Department Telecom House 2nd Floor UMC 60-02-002 125-135 Preston Road Brighton BN88 1TH Originator s identification number Part A Account holder information Bank account held in the name of Company name Bank/Building Society account number Bank sort code Part B Name and full address of your Bank or Building Society To the Manager name of Bank/Building Society Part C Instruction to your Bank or Building Society Please pay American Express Europe Ltd Direct Debits from the account detailed in this instruction subject to the safeguards assured by the Direct Debit Guarantee. I understand that this Instruction may remain with American Express Europe Ltd and if so details will be passed electronically to my Date Banks and Building Societies may not accept Direct Debit Instructions for some types of account. This guarantee should be detatched and retained by the Payer The Direct Debit Guarantee monitored and protected by your own Bank or Building Society. If the amounts to be paid or the payment dates change American Express Europe Limited will notify you three working days in advance of your account being debited or as otherwise agreed* If an error is made by American Express Europe Limited or your Bank or Building Society you are guaranteed a full and immediate refund from your branch of the amount paid* You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us. Bank status enquiry form Sections A B and C to be completed by the applicant Part A Subject of enquiry Company name Part B Bank details Bank name Bank contact name Bank telephone number Bank account number To be completed by American Express We would be grateful for your opinion as to the financial standing and integrity of the above organisation and for stating whether they may be considered good for their normal business engagements to the extent of at any one time. Requested by Part C Consent I/we authorise the above bank to provide a status enquiry direct to American Express Europe Limited* I/we understand that a copy of this reference can be made available upon request. Name of authorised signatory Position held Please note The above signatory must be one of the authorised bank signatories.