Terms & Conditions – CAPITA Barbados Corporate Customers only

These Terms and Conditions shall govern customer deposit accounts established with CAPITA Financial Services Inc.by Corporate Depositors.

1.            Definitions and Interpretations

1.1.  In these Terms and Conditions, except to the extent that the context requires otherwise, the following terms shall have the following respective meanings:

“Account” refers to such deposit account(s) which a Corporate Depositor may hold with CAPITA.

“CAPITA” refers to CAPITA Financial Services Inc. a Barbados company incorporated and registered under provisions of the Companies Act CAP 308 of the Laws of Barbados as Company No. 1044 and having its registered office situate at “Olive Trotman House”, Keith Bourne Complex, Belmont Road in the parish of ST. MICHAEL and island of Barbados and which has been licensed in accordance with the provisions of the Financial Institutions Act 1996-16 of the Laws of Barbados.

“Corporate Depositor” refers to a sole Corporate Depositor which is a company incorporated in Barbados under the Companies Act CAP. 308 of the Laws of Barbados

“Term” refers to the period for which the deposit made by the Corporate Depositor will be held as defined in the application made by the Corporate Depositor to CAPITA.

1.2 Unless the context requires otherwise: –

(a) words denoting the singular number shall include the plural and vice versa.

(b) words denoting the masculine gender shall also include the feminine gender and vice versa; and

(c) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organizations set up solely for business purposes.

2. Operation of a Deposit Account

2.1 At the time of opening a deposit Account a Corporate Depositor shall provide to CAPITA a written mandate supported by a written resolution of all the directors of a Corporate Depositor providing instructions to open a deposit Account and further indicating authority to provide instructions for withdrawals from any deposit Account opened and such other documents supporting its registration, current signatories and such other information as my be required to satisfy regulatory requirements.

2.2 Any payment made by CAPITA on such mandate shall operate as a complete discharge to CAPITA in respect of the amount so paid.

2.2 If, at any time CAPITA receives instructions contrary to any written mandate held by CAPITA from a Corporate Depositor, CAPITA may choose to act thereafter only on the mandate of the Corporate Depositor held by CAPITA.

2.3 The deposit is not transferable or assignable.

2.4 No withdrawal of the whole deposit or any part thereof will be allowed during:

a)    the term; and

b)    in a case where this agreement is renewed in accordance with Section 7 during the renewed term, except at the sole discretion of CAPITA and subject to a penalty charge for early redemption as follows:

3. Interest

3.1 CAPITA will not pay interest on the deposit:

a)    For any period beyond the end of the term; or

b)    Where this agreement is renewed in accordance with Section 7 for any period beyond the end of the renewed term.

3.2 In the event of a withdrawal of the whole or any part of the deposit during the term (or where this agreement is renewed in accordance with Section 7 during the renewed term) the Company shall in accordance with Section 3, deduct from the deposit:

a)    the amount by which any interest paid up to the date of the withdrawal exceeds the interest due less the penalty charge referred to in Section 3; or

b)    the amount by which accrued interest on the deposit which has not yet been paid exceeds the interest due less the penalty charge referred to in Section 3.

3.3 Interest is calculated on a daily basis including the day on which the funds are received and up to, but not including the day of withdrawal.

3.4 Where required by law interest will be paid after deduction of withholding tax at the appropriate rate.

4. General Terms

4.1 CAPITA takes no responsibility for postal delays.

4.4  The Company reserves the right to assert a lien on the balance of any deposit Account  upon giving thirty (30) days’ written notice to the Corporate Depositor and after the issue  and delivery of such notice, CAPITA will assert a lien on the balance and apply all or any part thereof to any indebtedness, matured or un-matured, that may be owing to CAPITA by said Corporate Depositors, and offset the amount so applied against a corresponding amount of such indebtedness.

5. Anti-Money Laundering and Terrorist Financing

5.1 Anti-Money Laundering Legislation requires that CAPITA verify the source of funds before accepting deposits or processing transactions and report unusual transactions to the relevant authorities. A Corporate Depositor is deemed at the time of making deposits to CAPITA to agree to any such disclosures heretofore mentioned of information to any statutory, financial or regulatory bodies for the purpose of ensuring that CAPITA complies with Anti-Money Laundering and Terrorist Financing Legislation.

5.2 Corporate Depositors agree to indemnify CAPITA for its out of pocket expenses, including, but not limited to, reasonable legal fees and court costs, for any investigation or potential investigation under applicable Anti-Money Laundering Legislation regarding the account, including, but not limited to, seeking direction from a court of competent jurisdiction on CAPITA’s rights and obligations in such matters.

6. Applicable Law and Jurisdiction

6.1 These Terms and Conditions shall be governed and construed in all respects by the Laws of Barbados in all respects including without limitation – matters of title, construction, validity, performance and discharge and shall not be waived, altered, modified or amended as to any of its terms or provisions except as CAPITA may consent thereto in writing duly signed for on behalf of CAPITA.

7.Term

These Terms and Conditions shall apply for the Term as defined above unless the Corporate Depositor sends written instructions to CAPITA terminating this Agreement before the expiration of the Term, this Agreement shall be deemed to be renewed on the expiration of the Term for a one-year period at the rate of interest prevailing at the time of renewal but otherwise on the same Terms and Conditions set out in this agreement save for this clause for automatic renewal.