Financial Services Institution Account Application American Express Form

Financial Services Institution Account Application American Express FX INTERNATIONAL PAYMENTS Thank you for applying for FX International Payments from American Express. We look forward to serving all your foreign exchange payment needs. Note We require that your company has been in business for at least one year in order to apply. PART A FINANCIAL SERVICE INSTITUTION INFORMATION PLEASE PRINT LEGAL NAME PRINCIPAL STREET ADDRESS NOT P. O. BOX CITY PHONE STATE FAX BANK EIN TAX ID NUMBER ZIP WEBSITE/URL YEARS IN BUSINESS SWIFT ADDRESS ARE YOUR DEPOSITS FEDERALLY INSURED YES NO PART B CONTACT INFORMATION NAME OF AUTHORIZING OFFICER LEGALLY APPROVED TO ENTER INTO AGREEMENTS ON THE FINANCIAL INSTITUTION S BEHALF TITLE EMAIL STREET ADDRESS IF DIFFERENT FROM INSTITUTION S PRINCIPAL ADDRESS PRIMARY CONTACT PAYMENT INQUIRIES DAILY OPERATIONS ETC. PREFERRED MEANS OF CONTACT Note We may send you email messages with important information about your account and offers that may be suited to your needs. Please visit the PART C OWNERSHIP INFORMATION LIST ALL OWNERS WITH AT LEAST 10 OWNERSHIP MINIMUM OF ONE REQUIRED PARENT OR HOLDING COMPANY NAME OWNERSHIP PROVIDE PARENT COMPANY TAXPAYER I. D. NUMBER OWNERSHIP STRUCTURE PLEASE CHECK ONE PUBLIC CORPORATION PRIVATE CORPORATION SOLE PROPRIETORSHIP LLC OFFSHORE BANK CENTRAL BANK TYPE OF FINANCIAL INSTITUTION PLEASE CHECK ONE COMMERCIAL BANK BROKER/DEALER EXCHANGE HOUSE CREDIT UNION MONEY SERVICE BUSINESS OTHER IF PRIVATELY OWNED NAME OF OWNER SOCIAL SECURITY NUMBER YEAR OF BIRTH PART D PAYMENT NEEDS PERCENT OF YOUR PAYMENTS THAT WILL BE DO YOU ACT AS A CORRESPONDENT BANK INDIVIDUAL NUMBER OF INTERNATIONAL FOREIGN CURRENCY PAYMENTS PER MONTH PER MONTH AVERAGE VALUE OF TOTAL PAYMENTS IN US DOLLARS SPECIFIC COUNTRIES TO WHICH YOU MAKE PAYMENTS DO YOU REQUIRE FIXED RATE FUNCTIONALITY IF YES WHAT IS YOUR FIXED RATE MAXIMUM AMOUNT PART E ACH DEBIT INFORMATION Please provide the following information about your financial institution located in the United States and the account you authorize us to debit for your international payments. YOUR FINANCIAL INSTITUTION S NAME TYPE OF ACCOUNT CHECKING ACCOUNT NUMBER ACCOUNT HOLDER S NAME ABA ROUTING NUMBER NINE-DIGIT NUMBER ACROSS THE BOTTOM OF A CHECK IDENTIFYING THE FINANCIAL INSTITUTION IF YOU ARE NOT THE ACCOUNT HOLDER STATE YOUR POSITION OR RELATIONSHIP TO THE ACCOUNT HOLDER GENERAL LEDGER PART F USER AUTHORIZATION INFORMATION FX International Payments from American Express offers multiple levels of authorization* Each user may be individually authorized to perform specific functions. Please list the person s who are authorized to make international payments on behalf of your institution and indicate all applicable authorizations. Each user must provide his/her signature to verify faxed requests and a unique password to verify phoned requests. USER 1 AUTHORIZATIONS CHECK ALL THAT APPLY Input payment details limit Approve payments made by a different user Add new payee/change existing payee data View transaction history/Generate reports Administer and change user authorizations NAME SIGNATURE PHONE PASSWORD FOR OFFICE USE ONLY USER ID USER 2 USER 3 USER 4 Service Agreement As Authorizing Officer for NAME OF INSTITUTION I AUTHORIZING OFFICER advise that the authorized personnel on the attached User Authorization section are nominated to conduct business with FX International Payments from American Express FXIP on behalf of the Corporation* I certify that all statements contained in this application and any other documentation submitted in support of this application are correct. Permission and authorization are hereby granted to American Express Travel Related Services Company Inc* referred to as AMEX as well as to trade references Experian banks and consumer credit services and to state and federal government representatives without regard as to whether they are listed herein to verify receive exchange and obtain business and/or personal credit and other information as part of this 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* I further agree that neither AMEX nor anyone who has furnished AMEX any information concerning the business or the undersigned shall be responsible for any losses or damages the business or the undersigned may claim as resulting from said verification receipt exchange or obtaining business and/or personal credit or other business and/or personal information* By signing and returning this application I am asking that my business be enrolled with FXIP. I certify that I am authorized to sign such applications on behalf of my business. By using or permitting another authorized person to use my account to initiate payments I agree to be bound by the terms and conditions of the FXIP service enclosed hereto as such may be amended from time to time. I understand that transactions made online will be verified by the user ID. Transactions initiated via phone will be validated and processed by verifying telephone passwords. AMEX will validate fax transactions solely by matching User signature s. I request that a unique User ID and a Password are given to each User or Administrator for whom online access has been indicated on the attached User Authorization section* I understand that I will be supplied with a master list of Internet Access IDs and passwords during the account setup process. Each User and Administrator s responsibility to ensure the confidentiality of his/her password. I agree to ensure that all changes and deletions to the list of authorized personnel be communicated to FXIP in writing. Security features described above which features I hereby acknowledge are deemed to be fully satisfactory including passwords signature review and user IDs I agree to hold FXIP harmless and indemnify AMEX from and against any and all claims damages or losses that may occur due to the actions or inaction of such personnel* account for funding payments that my business initiates through FXIP. This authority is to remain in full force and effect until FXIP has received written notification from me or an authorized representative of my business of its termination in such time and manner as to afford FXIP a reasonable opportunity to act on it. I further acknowledge that I have read and agree to the Terms and Conditions provided* FELONY DECLARATION Please answer both A and B and state the date and nature of all convictions. A. Has the Applicant i*e* the sole proprietorship partnership or corporation or any officer director or partner of the Applicant ever been convicted of any felony under state federal or foreign law No Yes Date Nature of conviction B. Has any Owner whether individual partnership or corporation or any officer director or general partner of any Owner ever been convicted of any felony under state federal or foreign law SIGNATURE OF AUTHORIZING OFFICER NAME PLEASE PRINT SIGNATURE OF AMERICAN EXPRESS OFFICER DATE Terms and Conditions Important Document Please review and retain for your records. CONTRACT These terms and conditions as may be supplemented amended or superseded Terms apply to all transactions and matters involving American Express Travel Related Services Company Inc* AMEX and you Client regarding continued use of the Service constitutes Client s acceptance of and a contractual agreement to be bound by these Terms. These Terms supersede all prior written or verbal agreements. These Terms may be supplemented amended or superseded by AMEX i from time to time in AMEX s sole discretion upon written notice to you or ii with immediate effect to the extent required under applicable law. ACCOUNT SET-UP Prior to the acceptance of any funds transfer order all Clients must have a fully completed and approved application on file with AMEX including a list of designated persons authorized to initiate valid and legally binding funds transfer orders and other orders and instructions including cancellations and amendments collectively Orders on Client s behalf* Client must also provide specimen signatures and oral written and/or electronic passwords to be used to authenticate Orders. Client is responsible for safeguarding these passwords and agrees to be responsible for any and all use of such passwords. AMEX may in its sole discretion request additional account set-up documents or information at any time or approve reject or terminate Client relationships or suspend or cancel Services. TRANSMISSION AND ACCEPTANCE OF ORDERS When placing Orders Client will provide AMEX with all information AMEX may require via AMEX-authorized electronic and non-electronic processes. Client agrees that AMEX may rely on such information provided in processing such Orders. Client agrees that any error in such information including but not limited to incorrect beneficiary account number or name beneficiary bank name or other account IBAN or routing or transit numbers are the Client s sole responsibility and liability. AMEX may reject any Order if i AMEX determines in good faith and in its sole discretion that such Order is not authentic ii AMEX does not receive sufficient funds from the Client to cover such Order by the AMEX operational deadline or iii the Order is incorrect incomplete or unsatisfactory to AMEX for any reason* All aspects of Orders whether transmitted by Internet or otherwise including but not limited to rates and fees are subject to final approval and confirmation by AMEX. Client acknowledges that AMEX and other financial institutions may execute Orders for payments based solely on the following information provided in the Order provided by the Client a the account number or other identifying number of the beneficiary even if the beneficiary name in such Order differs from the name on the account credited by the beneficiary bank and b the bank IBAN or other identifying number even if the Client provides AMEX with a different bank name. AMEX may from time to time establish and change in its sole discretion maximum and minimum value amounts and volumes of Orders for payments and may vary by type or by currency. Client hereby requests and authorizes AMEX to execute all Orders and all requests to cancel or amend such Orders that AMEX receives in the name of the Client upon verification of such Orders in accordance with agreed security procedures. Client agrees that the security procedures used for Internet access to AMEX are reasonable for its needs. From time to time AMEX may require Client to provide to AMEX additional information on its payment beneficiaries and payment volume so as to conform to AMEX s compliance and Know Your Customer policies. All Orders must be screened for compliance with the U*S* Treasury s Office of Foreign Assets Control OFAC regulations. Should any party to an Order be or appear to be a sanctioned person or entity under OFAC regulations AMEX may be required by law to block related funds or to reject the Order. AMEX shall not be responsible for applying to OFAC for a license to release any blocked funds or to complete any prohibited Order. It is essential that Client implement effective Know Your Customer policies and procedures to ensure compliance with OFAC regulations. SETTLEMENT such Orders and fees including returned Orders and related fees Client authorizes AMEX to draw or debit directly from the Client s designated account at a financial institution Account via Automated Clearing House or other similar electronic payment or settlement arrangement ACH. Client agrees to continuously maintain such Account to process Orders promptly notify AMEX of any changes to the Account designation and promptly make all necessary changes in ACH settlement documentation* Upon request by AMEX at any time Client must also complete execute and deliver to AMEX an ACH or similar drawdown agreement with Client s bank with respect to the Account. Client must notify Client s bank that AMEX may debit and credit such Account regarding the Service. Client further agrees that it will have sufficient funds in such Account to pay for Orders and related fees. Actual settlement of your obligations when due in immediately available funds is of the essence regarding this Service. AMEX is not obliged to complete Service-related transactions unless and until AMEX or AMEX s agent has received all necessary debit authorizations information documents or finally credited payments on the value date all as per the terms of an accepted Order. You agree to promptly repay any overdue obligations plus interest accrued daily at LIBOR plus two percent 2 per annum* In the event of your nonpayment or bankruptcy AMEX may in its sole discretion and to the fullest extent permitted by applicable law take any action to reduce financial exposure including the close-out recall or early termination of any Order applying a new market rate to the Order or requiring advance payment when AMEX has reasonable grounds for insecurity and you hereby indemnify defend and hold AMEX harmless from and against any and all liability claims damages and related costs including attorneys fees resulting from such actions. In the event Client s ACH debit entry is returned for insufficient funds after the maximum allowable number of attempts under applicable ACH rules entries for any amount s up to the full amount of Client s unsatisfied obligation to AMEX all as AMEX may in its sole discretion determine. AMEX is not liable for any service fees that may be assessed by Client s bank or other party in association with direct debits against the Account. AMEX is not responsible for any obligations damages or liabilities over and above the amount of the applicable debit credit or adjustment to the Account in the event that any such debit credit or adjustment is not honored by the Client s bank or is improperly applied to the Account. Client may be liable for any service or penalty fees associated with any returned transaction in the event that the returned transaction is caused by Client error insufficient funds in the Account and/or failure to notify AMEX of changes in the Account. AMEX reserves the right to make changes to any related fees at any time upon ten 10 days prior written notice to the Client. Client shall promptly review each confirmation advice or statement sent by AMEX and will promptly notify AMEX of any error discrepancy or unauthorized Order. AMEX will investigate any error discrepancy or unauthorized Order but AMEX shall not be liable for the amount of the error discrepancy or unauthorized Order or any interest thereon* No suit or claim may be filed or asserted against AMEX more than 6 months after Client s receipt of the confirmation advice or statement containing the Order in question* EXCHANGE RATES AND FOREIGN EXCHANGE AMEX will perform foreign exchange on behalf of the Client at exchange rates confirmed with the Client. AMEX will execute Client s Orders in the currency requested by the Client. At the Client s option AMEX may provide daily multi-currency fixed exchange rates at fixed rates advised by AMEX to the Client. AMEX in its sole discretion shall determine the fixed exchange rates applicable for a given business day at the beginning of such business day AMEX reserves the right at any time and without prior notice to amend such rates in its own discretion and in such case AMEX will make reasonable efforts to communicate such amended rates to the Client. FORWARD CONTRACTS AMEX currently offers and may offer from time to time foreign exchange transactions with a specified settlement date in the future Forward Contracts. In the event that you elect to initiate an Order for a Forward Contract you acknowledge and agree that 1 such Forward Contract shall constitute a Service-related transaction and is an Order that is fully subject to these Terms including but not limited to the following a or for delays caused by Force Majeure and b AMEX may take certain or early termination and you are obliged to indemnify defend and hold AMEX harmless from liability and costs in such an event 2 if the relevant exchange rate changes before the Forward Contract maturity date AMEX reserves the right in its sole discretion to require you to make additional payment s to AMEX as security and 3 your rights and obligations under the Forward Contract are not transferable or assignable. MEANS OF PROCESSING ORDERS AMEX and its correspondent banks may use whatever intermediary banks payments systems or methods AMEX deems commercially reasonable and appropriate for each Order. Client agrees to be bound by applicable law transfer or communications system that is used in the transaction including but not limited to the Uniform Commercial Code and Federal Reserve CHIPS and SWIFT rules regulations and operating procedures. Client agrees that it may be necessary for AMEX to use one or more intermediary or correspondent banks or banking networks to complete each Order. While AMEX will make every banks or systems beyond the control of AMEX. AMEX is not responsible for any fees that may be deducted by any intermediary or correspondent bank or by the beneficiary s bank in association with any Order or returned Order. RECALL AND CANCELLATION AMEX is under no obligation to cancel or amend an Order. AMEX may do so as an accommodation upon Client s request provided a AMEX shall not be liable under any circumstances if such request is not met and b AMEX receives the request at a time and in a manner affording AMEX a reasonable opportunity to act on the request before accepting the Order. Client s oral order to cancel or amend an Order will only be binding upon AMEX if confirmed in writing in the form specified by AMEX immediately thereafter. If the Order has been executed AMEX will attempt to contact the intermediary or beneficiary bank on behalf of the 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 an Order. Against all claims demands costs expenses and liabilities arising out of a cancellation or amendment request agrees to reimburse AMEX for all of its expenses incurred in providing a refund and in attempting to cancel or amend the original Order and agrees not to claim any amount from AMEX if the Order is not cancelled or amended or if AMEX or its representatives fails to cancel or LIMITATION OF LIABILITY AMEX ASSUMES NO LIABILITY FOR i SPECIAL INCIDENTAL CONSEQUENTIALOR PUNITIVE DAMAGES OR INDIRECT LOSS OR DAMAGES EVEN IF AMEX IS ON NOTICE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR ii CLIENT S ATTORNEYS FEES EXCEPT WHERE OTHERWISE REQUIRED BY APPLICABLE LAW* AMEX makes no warranties express or implied with regard to any matter related to the Service. AMEX shall not be liable hereunder for any damages or losses arising from directly or indirectly any cause or condition arising from a Force Majeure event defined below and shall be excused from any failure or delay in performing its Service obligations to such extent. No third parties are intended beneficiaries under these Terms nor shall any third parties have enforceable rights under these Terms. Neither AMEX nor its subcontractors shall be responsible for the acts or omissions of the Client the Client s representatives including but not limited to the amount accuracy timeliness of delivery or due authorization of any Orders from Client or of any other person or entity including but not limited to any clearing house association or processor any funds transfer system any Federal Reserve Bank any other financial institution or any supplier and no such person or entity will be deemed AMEX s agent. To execute Orders constitutes a commercially reasonable security procedure against unauthorized Orders and Client chose the Service with such processes as being appropriate and reasonable for Client s needs. It is understood that such security procedures are designed to verify the authenticity not the accuracy of Orders. Client agrees to be bound by any Order whether or not authorized placed in Client s name and accepted by AMEX in accordance with the agreed security procedures and Client shall indemnify defend and hold Force Majeure means any event or circumstance beyond AMEX s reasonable control that caused a delay or failure in AMEX s performance including but not limited to i 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 labor dispute war terrorism riot theft natural disaster breakdown of any supplier equipment failure or actions of intermediary or recipient banks or beneficiaries ii Internet outages whether scheduled or unscheduled or iii AMEX s reasonable belief that its action would have violated any law guideline rule or regulation of any governmental authority. INDEMNIFICATION In order to induce AMEX to provide Services including those enumerated herein to the fullest extent permitted by applicable law Client hereby indemnifies AMEX defends and holds it harmless from and against a any and all actions claims groundless or otherwise suits judgments fines and penalties arising out of or resulting either directly or indirectly from AMEX having executed any of Client s authorized instructions AMEX having acted or refrained from acting in accordance with these Terms Client s breach of these Terms or the violation of any law regulation rule or ordinance by Client relating to the Service and b any costs including attorneys fees relating to any such actions claims suits judgments fines penalties breaches or violations. This provision shall survive termination of Client s account. APPLICABLE LAW This Agreement and any dispute or claim arising from or related to the Service will be governed by the laws of the State of New York without giving effect to choice of law or conflicts of law provisions or principles. SERVICE OF PROCESS Client irrevocably agrees that service of all legal process or other documents which may be served upon Client in any action or proceeding may be effected by registered or certified mail or similar means at Client s address last recorded by AMEX. COMPLIANCE compliance with and represents and warrants full compliance with applicable law and all other relevant laws rules regulations and codes of practice as may now or hereafter be in effect including without limitation those arising from the consents licenses authorizations and reporting requirements b anti-money laundering e*g* customer identification and Know Your Customer currency transaction reporting and recordkeeping and suspicious transaction and activity detection monitoring and reporting and c OFAC sanctions programs. Client represents and warrants that with respect to Service-related transactions a Client s organization has an effective program including where appropriate internal policies training procedures and controls to obtain confirm and document the identities of the parties with whom Client does business and to reduce the risk of OFAC sanctions violations and money laundering including official corruption or fraudulent activity and to prevent violations of the aforementioned laws b all transaction details provided to AMEX are complete truthful and accurate and c Client maintains an effective compliance program including Know Your Customer KYC policies procedures training and controls designed to reduce the risk of money laundering through the prevention and detection of transactions involving illegal activity. CLIENT LOCATION AND USAGE RESTRICTIONS only from Client locations physically located within the United States b Client will provide Services only to persons who have a direct relationship with the Client and hold an account at Client s institution and that such account is maintained within the physical boundaries of the United States and c Client will not allow any third party to re-sell access or subcontract e*g* through use of payablethrough or concentration account s the Service to any other person or entity. REPRESENTATIONS AND WARRANTIES By using or continuing to use the Service Client represents and warrants to AMEX that a Client is a depository institution chartered by a bank regulatory authority of the United States of America or one of the states or territories thereof and maintains therein a physical presence as its principal office b Client s Service-related obligations are legal valid binding and enforceable in accordance with their terms and c the execution delivery and performance by Client of any account set-up documentation are and remain complete truthful and accurate do not fail to disclose any material fact have been duly authorized by necessary action and do not or will not violate any provision of applicable law or any other law regulation or Client s charter or by-laws or result in the breach of or constitute a default under any other agreement or instrument by which Client is bound or affected and Client undertakes to promptly provide to AMEX updates of same as may be necessary. USE OF INFORMATION CONFIDENTIALITY AND DISCLOSURE affiliates and any credit or other information services company and to state and Federal government representatives without regard to whether they 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 contemplated herein* Client further agrees that neither AMEX nor anyone who has furnished AMEX any information concerning Client shall be responsible for any losses or damages Client may claim resulting from said verification receipt exchange or obtaining of credit or other information* Client acknowledges that AMEX may be compelled to disclose information to a regulatory or supervisory authority whether pursuant to an examination audit or otherwise or to a party entitled to such disclosure pursuant to a subpoena restraining order writ of attachment or execution levy garnishment court or administrative warrant or similar legal process affecting or relating to same served upon AMEX and such legal process appears valid on its face to AMEX. Client shall indemnify AMEX and hold AMEX harmless from and against any and all claims demands and costs resulting from as a consequence of or in any manner in connection with such disclosure. Unless Client has instructed AMEX otherwise in writing AMEX may disclose Client information whether obtained from Client s Service-related transactions or account set-up to other AMEX entities and affiliates in order to develop or offer to Client other products and services. RIGHT OF SETOFF To the fullest extent now or hereafter permitted under applicable law AMEX may at any time without any prior notice or demand for payment set off or apply any funds or property wherever located and whether general or special time or demand matured or unmatured maintained by Client or Client s current or former subsidiaries with AMEX or any other indebtedness or claims of every nature and description of AMEX to Client or Client s current or former subsidiaries whether contracted by Client alone or jointly and/or severally with another or others absolute or contingent secured or unsecured matured or unmatured against any amounts due and unpaid to AMEX. AMEX shall also be entitled to retain and not repay any amount which may then be owing by AMEX to Client or Client s current or former subsidiaries unless and until any such amount then outstanding has been repaid or discharged in full when due. ASSIGNMENT AND TRANSFER Client may not assign or transfer any of Client s rights or obligations arising from the Service or any Service-related transaction without the written consent of AMEX. NO WAIVER Should AMEX fail to exercise or delay in exercising any right power or privilege such omission delay or action shall not operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or change in any way AMEX s ability to enforce such right power or privilege in any future case. No waiver by AMEX of any right power or privilege shall be deemed effective unless so stated in writing by AMEX. No waiver of any single breach by AMEX shall be deemed a waiver of any other or subsequent breach. No course of dealing by AMEX in exercising any of its rights powers or privileges will constitute a waiver thereof* ADDITIONAL SERVICES AND PRODUCTS Additional services and products such as Forward Exchange Contracts and Check Clearing Cash Letter or Collection may be subject to additional RECORDINGS AMEX may in its sole discretion make monitor and retain recordings of telephone conversations between Client and AMEX. CAPTIONS The captions herein are for convenience and reference only and in no way define limit or describe the scope of these Terms and shall not be considered in the interpretation of these Terms.