General Terms and Conditions for Corporate Netbank

General Terms and Conditions for Corporate Netbank

1. Introduction to Corporate Netbank

2. Definitions

3. Method of Communication

4. Connected Services

5. Administrator and User authority

6. Connected Parties

7. Security instructions

8. Bank secrecy

9. Binding communication and processing of the Customer's instructions

10. Fees and charges

11. Availability

12. Software, other equipment and intellectual property right

13. Term and termination

14. Amendments etc

15. Limitation of the Bank’s liability

16. Complaints

17. Notices, etc

18. Assignments

19. Law and jurisdiction

1. Introduction to Corporate Netbank

Corporate Netbank is a gateway to the Nordea Group. Through Corporate Netbank the Customer can communicate with the Nordea Group and get access to services offered by the Nordea Group and other service providers.

The Customer may, if duly authorised by a power of attorney, represent other companies through Corporate Netbank.

The services accessible via Corporate Netbank are separate services and the contractual relationship between the Customer (or any other company represented by the Customer) and the provider of the service is governed by separate agreements.

When using Corporate Netbank, the Customer is represented by natural persons, each of whom has been assigned a specific means of identification. In order to facilitate the administration of authorities, the Customer will designate one or several natural persons to administer such issues.

To get access to Corporate Netbank the Customer must use a method of communication approved by the Bank.

This Agreement governs communication under the designation Corporate Netbank between the Customer (and any other company represented by the Customer) and the Nordea Group.

Corporate Netbank is available to the Bank's corporate customers exclusively for their business use.

Back to top

2. Definitions

2.1 
Save as elsewhere provided and except where the context otherwise requires, the following terms bear the meaning ascribed to them below:

Administrator: a natural person representing the Customer via Corporate Netbank (or otherwise in connection with Corporate Netbank) in administrative matters according to a power of attorney granted by the Customer;

Agreement: the agreement regarding Corporate Netbank entered into by the Bank and the Customer, including the signature page, these General Terms and Conditions for Corporate Netbank and the schedules hereto;

Banking day: a day (other than a Saturday, Sunday or other public holiday) on which the Bank and any other relevant Nordea Company are open for general banking business in the place or places as may be necessary in order to carry out such operations as are contemplated in this Agreement;

Connected Party: a company or other legal entity which is represented by the Customer via Corporate Netbank (or otherwise in connection with Corporate Netbank);

Connected Service: a service, eg a banking service, offered by a Service Provider and made accessible via Corporate Netbank;

Method of Communication: the way the Customer, the Bank and any Service Provider communicate, eg via the Internet (TCP/IP); 

Means of Identification: the means which the Administrator and the User use to identify and authenticate themselves to the Bank and other Service Providers, eg logon ID or user ID, PIN and one time code cards;

Message: any instruction, order, application, other declaration of intent or message received by the Bank via Corporate Netbank;

Nordea Company: a company or other legal entity within the Nordea Group;

Nordea Group: Nordea Bank AB (publ) and all legal entities directly or indirectly controlled by Nordea Bank AB (publ) from time to time;

Service Provider: a Nordea Company or any other company, other legal entity or public authority providing a Connected Service; and

User: a natural person representing the Customer via Corporate Netbank (or otherwise in connection with Corporate Netbank) in relation to the Connected Services according to a power of attorney.

2.2 
Save where the context otherwise requires, the singular includes the plural and vice versa.

Back to top

3. Method of Communication

The Customer must use the Method of Communication set out in Schedule 1 hereto, to communicate with the Bank and the Service Providers via Corporate Netbank.

Back to top

4. Connected Services

4.1 
Via Corporate Netbank the Customer can get access to Connected Services offered by the Nordea Group and by other Service Providers.

The Connected Services made accessible to the Customer via Corporate Netbank are specified in Schedule 1 hereto.

4.2  
The Connected Services are separate services, which are made accessible on the terms and conditions given in a separate agreement for each Connected Service or, if no such separate agreement has been entered into and is not required by the Bank or the Service Provider, on the terms and conditions which the Service Provider generally applies for the Connected Service in question.

4.3 
The Connected Services may appear different in terms of content and functions when used via Corporate Netbank compared to when they are used in any other way.

Back to top

5. Administrator and User authority

5.1 
The Customer is represented through Corporate Netbank by Administrators and Users. The Users represent the Customer in relation to the Connected Services, while the Administrators manage the Users'authority and other administrative matters.

The Customer must by a power of attorney authorise one or several Administrators. The Administrators must in turn authorise the Users.

5.2 
Prior to becoming an Administrator or a User, such a person must be duly identified by the Bank.

Subject to the Bank's approval an Administrator may identify Users on behalf of the Bank and other Nordea Companies as set out in Schedule 2 and in accordance with the Bank's instructions. The Bank must notify the Customer of any such instructions.

5.3 
The Bank is entitled to limit the number of Administrators and Users and, subject to reasonable grounds, to reject Administrators and Users.

If the Bank rejects an Administrator or a User, it must inform the Customer thereof without undue delay.

5.4
A power of attorney or a change in or a revocation of an existing power of attorney must be in a form specified by the Bank.

Such new power of attorney, change or revocation will take effect when it has been registered in the Bank's system.

If such registration is carried out by the Bank, it must be carried out within a reasonable time and, in respect of a limitation or revocation of an existing power of attorney, at the latest by the end of the third Banking Day following receipt of a written notice containing the limitation or revocation.

5.5  
If a User is to represent a Connected Party on behalf of the Customer, the Customer must ensure that the authority given to the User in question does not conflict with the authority given to the Customer by the Connected Party.

5.6  
If, in a power of attorney relating to a Connected Service or in any other document, a User has been given authority to represent the Customer or a Connected Party in a certain respect, such authority may also be used via Corporate Netbank subject to the Bank's approval.

5.7 
When communicating via Corporate Netbank, the Administrators and the Users must use the Means of Identification set out in Schedule 1.

Back to top

6. Connected Parties