ELECTRONIC COMMUNICATION SERVICE TERMS AND CONDITIONS
These terms and conditions (“Terms”) govern the use by the Customer of the WhatsApp Services or any other communication service as determined by the Bank (“Electronic Communication Service”). By (i) adopting and using the Electronic Communication Service; (ii) permitting the Customer’s Personnel to use the Electronic Communication Service or (iii) permitting any of the Customer’s Personnel who have already used the Electronic Communication Service to continue doing so, the Customer acknowledges and agrees to these Terms.
1.Definitions and Interpretation
1.1 In these Terms, the following words shall have the following meanings unless the context otherwise requires:
“Customer” means the person indicated, as the context requires, and may refer without limitation to any person who intends to obtain banking products/services from the Bank or who has an existing relationship with the Bank.
“Personnel” means any of the Customer’s directors, officers, employees, personnel, agents and/or any other persons who are authorized by the Customer to, on the Customer’s behalf, utilize or access the Electronic Communication Service to communicate with the Bank’s business account.
“WhatsApp” means Facebook’s WhatsApp application or, where applicable, such other telecommunication platform, medium or channel as determined by the Bank
“WhatsApp Services” means the approved communication channel established by the Bank under which the Customer’s Personnel may use their mobile devices to send messages to, receive messages from and submit inquiries on the Customer’s behalf to, the Bank’s WhatsApp business account.
1.2 Words in the singular include the plural and words in the plural include the singular.
1.3 A "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality).
1.4 Unless a contrary indication appears, any reference in this Agreement to “Bank" or the “Customer” shall be construed so as to include its successors in title, permitted assigns and permitted transferees.
1.5 Clause headings in these Terms are for ease of reference only.
1.6 References to times of day shall unless otherwise stated be references to Singapore time.
1.7 A provision of law is a reference to that provision as amended or re-enacted from time to time.
2.1 The Customer acknowledges and agrees that in utilizing and accessing the Electronic Communication Service, the Customer, together with its Personnel, shall comply with such processes, procedures, instructions, specifications and requirements applicable to the Electronic Communication Service (the “Procedures”) established or prescribed by the Bank and/or the Bank’s designated electronic communication service provider (each a “Service Provider”) from time to time. Such Procedures may include, without limitation, processes and procedures relating to the (i) the authentication and verification of any Personnel, (ii) the electronic transmission of messages of any kind via the Electronic Communication Service, (iii) the transmission of documents through electronic means, and (iv) the verification of such electronic communications and their sender(s) and/or originating parties.
2.2 In order for the Customer’s Personnel to access and utilize the Electronic Communication Service, the Customer’s Personnel must (i) accept the Bank’s invitation by responding to the welcome message invitation in order to access the Bank’s approved conversation interface on WhatsApp and (ii) agree to the terms as stated in the Bank’s invitation (the “WhatsApp User Consent”).
2.3 The Customer authorises and consents to the Bank:
(a) collecting any and all messages, documents, communications and information transmitted through the Electronic Communication Service in electronic form; and
(b) using any electronic device that can collect, record and/or store messages, documents, communications and information transmitted through the Electronic Communication Service in an electronic form.
2.4 Where any consent or authorisation is provided by the Customer on behalf of its Personnel, the Customer confirms and warrants that it has procured such consent and authorisation from such persons.
2.5 The Customer represents and warrants to the Bank in relation to any electronic communication provided by the Customer that:
(a) each of the Customer’s Personnel has agreed and acknowledged that their communications and/or messages transmitted or to be transmitted through the Electronic Communication Service is reflected clearly and accurately and their electronic communications collected, received and/or stored in such electronic form shall be deemed to be equivalent to their respective communications in hard copy, in ink and in original for all purposes provided that each such communication is collected or obtained in compliance with the Bank’s requirements and procedures;
(b) the contents of the electronic communication provided is valid, authentic and accurate;
(c) the name of the sender of the electronic communication as reflected in the Electronic Communication Service is the name of the person to whom it correlates and the electronic communication was indeed transmitted by that person with the intention of communicating enquiries or instructions to the Bank via the Electronic Communication Service; and
(d) the electronic communication has been provided in a manner which complies and is in accordance with the Procedures.
2.6 These Terms are in addition to any terms and conditions that may be applicable to the Customer and any of its Personnel as a user of WhatsApp.
2.7 If, at any point in time, the Customer no longer intends to use the Electronic Communication Service to communicate with and/or submit its enquiries to the Bank, it is the Customer’s sole responsibility to prevent its Personnel from doing so.
2.8 These Terms govern the use of the Electronic Communication Service by the Customer’s Personnel for only business communication as described above, and do not apply to the use of the Electronic Communication Service by the Customer’s Personnel with any person other than the Bank’s WhatsApp business account.
2.9 The Electronic Communication Service is a means for the Customer’s Personnel to communicate with the Bank. It is not a trading system, direct market access system or order routing system. Accordingly, the Bank is not bound to take any action, enter in any transaction or to accept and act in accordance with any instruction received from the Customer’s Personnel, notwithstanding past practice or market custom.
2.10 The Bank may, but is not obliged to, act on any inquiry or other instruction it receives through the Electronic Communication Service if the Bank is reasonably satisfied that such inquiry or instruction (i) has been made by the Customer’s Personnel and (ii) has been given by a person authorised to represent the Customer, and the Bank shall not be liable in any way for acting in accordance with such inquiry or instruction.
2.11 Notwithstanding any provision to the contrary, the Bank has no duty to enquire as to the actual authority of any of the Customer’s Personnel. Until the Bank is notified in writing to the contrary, it shall be entitled to rely upon the Customer’s Personnel or any such person the Bank reasonably believes to have been authorised to represent the Customer and such Personnel or person shall be taken to have full and unrestricted power to provide the bank with inquiries or other instructions on the Customer’s behalf.
The Customer acknowledges and agrees that:
(a) all communications, messages, information, electronic data or images of any document, form, instruction or communication and all records and documents in electronic form (collectively referred to as “Electronic Records”) maintained by the Bank or on behalf of the Bank, which fulfils the Bank’s procedures and requirements, shall be deemed to be valid, accurate and authentic, and shall be given the same effect as though such Electronic Records in electronic form were written and had been certified by the Customer or its Personnel (as the case may be) in hard copy, in ink and in original form;
(b) it and its Personnel shall not and will not dispute the validity, accuracy or authenticity of the contents of any Electronic Record, including evidence in the form of activity or transaction logs, computer or electronic records, magnetic tapes, cartridges, computer printouts, copies, or any other form of computer or electronic data or information storage or system, and that, save in the case of the Bank’s manifest or clerical error, such Electronic Records shall be final and conclusive of the information and the Customer’s instructions, consents, acknowledgments and agreements of any matter;
(c) all Electronic Records will be proof as to the content of the Electronic Record and can be used as evidence in any court, tribunal or in any legal or administrative proceedings and any investigation or inquiry;
(d) the Bank may destroy, erase or stop maintaining any Electronic Records after a prescribed time; and
(e) the Customer shall at all times procure that its Personnel abide by and observe these Terms.
4.Consent to Disclosure
4.1 The Bank may be required to provide certain information relating to the Customer in order to facilitate the Electronic Communication Service via the Service Provider, and the Customer’s access and use of the same and that accordingly, (in addition and without prejudice to any other agreement which the Bank may have with the Customer or any right the Bank has at law) the Customer hereby expressly and irrevocably permits and authorises the Bank as well as any of its directors, employees, agents, officials and officers to transfer, disclose, divulge or reveal at any time in such manner and under such circumstances as the Bank deems necessary or expedient in its sole and absolute discretion and without prior reference to the Customer, any information whatsoever relating to the Customer (or provided by the Customer) (including without limitation, documents, agreements and/or information, particulars and/or details relating to its accounts, transactions, instructions, communications and/or operations with the Bank) (collectively, “Customer Information”) to and between any Service Provider and its respective employees, service providers and agents, for the purposes of the Customer and/or the Bank using the relevant Service Provider as envisaged herein, and/or for such other purposes as contemplated herein.
4.2 The Customer Information may be stored on the Service Provider’s servers and network and will be subject to the Service Provider’s data privacy or data handling policies and the Bank has no responsibility or liability over the Service Provider’s use, storage, handling or further disclosure of the Customer’s Information.
4.3 The Customer acknowledges and agrees to the WhatsApp User Consent (as provided by the Bank to the Customer and/or its Personnel when invited to communicate with the Bank through WhatsApp pursuant to Clause 2.2 of these Terms) and/or any other consent or authorisation documents in any form that the Bank may have provided or will in the future provide to the Customer and its Personnel from time to time in order to use or continue to use the Electronic Communication Service. The Customer consents to the disclosure of Customer Information and any information obtained by the Bank pursuant to these Terms to the Bank’s affiliates (including, but is not limited to, the Bank’s head office, any of its representative and branch offices and any of its related corporations in any jurisdiction) The Customer further consents to the Bank and the Bank’s affiliates (including, but is not limited to, the Bank’s head office, any of its representative and branch offices and any of its related corporations in any jurisdiction) monitoring and recording all communications transmitted through the Electronic Communication Service for the purposes of complying with all relevant laws, rules, regulations and directives and for risk management purposes.
5.Liability, Indemnity, Representation and Security Measures
5.1 The Customer agrees and acknowledges that:
(a) it will not hold the Bank liable for relying on or acting upon any electronic communication or instruction given to the Bank through the Electronic Communication Service;
(b) the Bank shall not be bound to act on any electronic communication or instruction where the communication or instructions therein are vague, ambiguous or incomplete. The Bank shall not be liable for or in respect of such instructions or communication carried out or relied or acted upon, or for any delay, failure to act or inaction taken, by the Bank (which shall be entitled (but not obliged) to seek clarification from the Customer) arising from or in connection with any error or misunderstanding or lack of clarity in the terms of such instructions or communication;
(c) it is solely responsible for all matters relating to use of the Electronic Communication Service;
(d) the Bank shall not be liable in any way for any loss, damage, costs, expense or liability whatsoever or howsoever caused or arising in connection with it or any other person’s access or use of or inability to use the Electronic Communication Service, any malfunction of any computer systems or malfunction of any computer systems or any interruption, loss of or corruption to the data, third party interception or hacking, delay, malfunction or failure of the computers or in the electronic transmission from the Customer to the Bank or vice versa;
(e) in respect of any encryption keys or passwords, it is its sole responsibility to keep such private and confidential and to prevent any unauthorised use of the same; and
(f) the Bank makes no express or implied warranty in relation to any services, systems, procedures, services, or products in relation to the Electronic Communication Service including any warranties of merchantability, satisfactory quality, fitness for a particular purpose, and/or compliance with description.
5.2 The Customer agrees and undertakes to indemnify the Bank and its officers, employees, agents and correspondents at all times against all losses, damages, costs, charges, expenses (including without limitation legal costs), claims, proceedings and actions (including without limitation by third parties) of whatever nature and howsoever arising, which the Bank may sustain or suffer in connection with or pursuant to:
(a) the Customer’s access or use of the Electronic Communication Service (or specific parts, functionalities or features thereof);
(b) any falsity, inaccuracy or incompleteness of any Electronic Record provided by the Customer to the Bank;
(c) any breach by the Customer of any representations, warranties, undertakings and terms and conditions in these Terms;
(d) any statement, act, omission, default, fault, negligence or fraudulent or dishonest act or omission of the Customer or its Personnel;
(e) any Electronic Record deemed or found by the Bank to be fraudulent or unauthorized;
(f) any claim brought by any third party in respect of the Bank relying on any Electronic Record provided by the Customer to the Bank; and
(g) the Bank’s contemplation of or execution, exercise or enforcement of any of its rights, powers, remedies, authorities or discretions against the Customer and/or the Customer’s Personnel.
5.3 The Customer represents and warrants that:
(a) it has full power, authority and capacity to enter into and perform all of its obligations under these Terms;
(b) it has fully authorized, permitted and empowered its Personnel to utilise and access the Electronic Communication Service for business communication, and the Customer’s Personnel are permitted, authorised and empowered to share information which are, or could potentially be, considered confidential or insider information through WhatsApp; and
(c) it has fully authorised its Personnel to utilise and access the Electronic Communication Service to place transactions orders and to enter into any transactions governed by the Bank’s applicable terms of business, transactional terms or transactional document resulting from such transaction orders on its behalf.
5.4 The Customer acknowledges and agrees that WhatsApp is a third party-owned and operated instant messaging application over which neither the Bank nor the Customer has control. In the event that the Bank is unable to provide the Electronic Communication Service due to any emergency or technical disruption, the Bank shall:
(a) only where reasonably practicable to do so, notify the Customer that the Electronic Communication Service is temporarily suspended; and
(b) disregard all instructions received through the Electronic Communication Service and refer the Customer to other channels of communication.
5.5 If the Bank has any doubts as to the authenticity or validity of any instructions communicated using the Electronic Communication Service, the Bank may verify the instructions through any and all means necessary and/or in accordance with the Bank’s security procedures. The Bank is not obligated to act on any instructions where it has any doubt and is unable to verify the instructions. Notwithstanding anything to the contrary, the Bank is not obliged to perform any verification measures and shall be under no liability to the Customer for not doing so.
5.6 The Customer undertakes to ensure that its Personnel, when accessing and utilizing the Electronic Communication Service, do not delete or recall any messages transmitted.
5.7 Without limiting any general or banker’s lien, right of set-off or other right to which the Bank may be entitled, the Bank shall have the right and is authorised to the fullest extent permitted by law, without notice to the Customer or to any other person, to set-off and appropriate any credit balance in any currency on any account (whether subject to notice or not and whether matured or not) of the Customer or of any other person with any office of the Bank wherever situate to which the Customer may be beneficially entitled, whether alone or jointly, against any of the Customer’s liabilities to the Bank under these Terms. The Bank is authorised to purchase with the money standing to the credit of any such account and other currencies as may be necessary for this purpose.
5.8 The Bank may at any time change, suspend, eliminate or termination any or all aspects of the Electronic Communications Service.
6.1 Each of these Terms is severable and distinct from the others and if at any time one or more of such terms or conditions or any part thereof is or becomes invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining terms and conditions shall not in any way be affected or impaired but such terms and conditions shall be construed as if such invalid, unlawful or unenforceable term or condition had never been contained.
6.2 Any failure or delay by the Bank in exercising or enforcing any right it has under these Terms does not operate as a waiver of and does not prejudice or affect the Bank’s right subsequently to act strictly in accordance with the Bank’s rights.
6.3 The Customer agrees that these Terms may be revised from time to time. If the Bank revises these Terms, the Bank will notify the Customer in accordance with its usual practice and the revision will take effect on the date specified in the notice. Such notice may be sent via e-mail, posted on the Bank’s website or published in any media or channel the Bank deems appropriate. The Customer is deemed to agree to such revisions if it continues to use the Electronic Communication Service after the effective date of such revisions.
6.4 The indemnities in favour of the Bank and the exclusion of the Bank’s liabilities in these Terms shall remain in full force and effect and shall not be in any way affected or prejudiced by any change to these Terms. For the avoidance of doubt, in addition to these Terms, the Bank’s prevailing terms and conditions governing the Customer’s accounts, transactions and other services will, unless otherwise specified in writing, continue to apply and bind the Customer and nothing in these Terms shall prejudice or affect the Bank’s rights under the Bank’s prevailing terms and conditions. In the event of any conflict between these Terms and any other banking agreement or terms and conditions, these Terms shall prevail insofar such relate to the use of the Electronic Communication Service.
6.5 Unless the Bank expressly states so, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any of these Terms
6.6 These Terms are governed by and interpreted according to the laws of Singapore. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the validity, existence, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of three arbitrators. The language of the arbitration shall be the English language.
If the Customer is dissatisfied with any aspect of the Electronic Communication Service, the Customer may submit a written feedback to the Customer’s client representative accordingly. The written feedback should outline all the relevant facts, the Customer’s concern(s), the issue(s) that require resolution and the contact details of the person that the Bank should directly respond to.
8.1 The Customer acknowledges and agrees that there are certain risks involve in submitting inquiries and communicating through the use of a third party-owned and operated instant message application such as WhatsApp. There are situations in which inquiries and communications by the Customer may be misrouted, delayed or not delivered to the Bank and the Bank shall not be liable for any losses, claims, costs, damages or expenses of any kind whatsoever that the Bank may suffer or incur by reason of:
(a) the Customer’s access or use of the Electronic Communication Service (or specific parts, functionalities or features thereof);
(b) any misunderstandings or errors in the information or instructions transmitted through the use of the Electronic Communication Service;
(c) any unintended disclosure of information or instructions which may occur as a result of using WhatsApp as a channel for electronic communication;
(d) any disruption or outage in the WhatsApp system or a network issue which may inhibit (whether partially or fully) the Bank’s ability to receive or respond to the messages from the Customer and/or the Customer’s Personnel;
(e) the Bank being required to make further enquiries to verify the Personnel’s identity and confirm the authenticity of any instructions.
8.2 The Customer acknowledges and agrees that it is the Customer’s sole responsibility to educate itself of the following risks and to take active measures to avoid them (for the avoidance of doubt, active measures include the provision by the Customer of regular training for its Personnel such that its Personnel are made aware of and are fully apprised of the security threats and risks of utilizing and access the Electronic Communication Service):
(a) phishing messages or links;
(c) data leakage;
(d) account theft;
(e) vulnerable applications.