1.1 This Agreement is a service agreement, which applies to Communications (defined below).

1.2 The Customer will provide to Afribank PLC all documents and other information reasonably required by it in connection with this Agreement.

2.1 Afribank PLC may rely on the authority of each person designated (in a form acceptable to Afribank PLC) by the Customer to end Communications or do any other thing until Afribank PLC has received written notice or other notice acceptable to it of any change from a duly authorized person and Afribank PLC has had a reasonable time to act (after which time it may rely on the change).

3.1 Each of the Customer and Afribank PLC will comply with certain agreed security procedures (the “Procedures”), designed to verify the origination of communications between them such as enquiries, advices and instructions (each a “Communication”).

3.2 Afribank PLC is not obliged to do anything other than what is contained in the Procedures to establish the authority or identity of the person sending a Communication. Afribank PLC is not responsible for errors or omissions made by the Customer or the duplication of any Communication by the Customer and may act on any Communication by reference to an account number only, even if an account name is not provided. Afribank PLC may act on a Communication if it reasonably believes it contains sufficient information.

3.3 Afribank PLC may decide not to act on a Communication where it reasonably doubts its contents, authorization, origination or compliance with the Procedures and will promptly notify the Customer (by telephone if appropriate) of its decision.

3.4 If the Customer informs Afribank PLC that it wishes to recall, cancel or amend a Communication, Afribank PLC will use its reasonable efforts to comply.

3.5 If Afribank PLC acts on any Communication sent by any means requiring manual intervention (such as telephone, telex, electronic mail or disks sent by messenger) then, if Afribank PLC complies with the Procedures, the Customer will be responsible for any loss Afribank PLC may incur in connection with that Communication.

4.1 The Customer will notify Afribank PLC in writing of anything incorrect in a statement promptly and in any case within thirty (30) days from the date on which the statement or advice is sent to the Customer.

5. Performance

5.1 Afribank PLC will act in good faith and with reasonable care, as determined in accordance with the standards and practices of the banking industry, and may use any communications, clearing or payment system, intermediary bank or other entity (each a “System”) it reasonably selects; Afribank PLC’s performance is subject to the rules and regulations at any time of any System.

5.2 Neither the Customer nor Afribank PLC shall have any liability for any indirect, incidental or consequential loss or damages (including loss of profit), even if advised of the possibility of such loss or damages.

5.3 Neither the Customer nor Afribank PLC will be responsible for any failure to perform any of its obligations under this Agreement if such performance would result in it being in breach of any law, regulation or other requirement of any governmental or other authority in accordance with which it is required to act or if its performance is prevented, hindered or delayed by a Force Majeure Event; in such case its obligations shall be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the relevant party, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of any System, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government

6.1 Afribank PLC will treat information relating to the Customer as confidential, but (unless consent is prohibited by law) the Customer consents to the transfer and disclosure by Afribank PLC of any information relating to the Customer to and between the branches, subsidiaries, representative offices, affiliates and agents of Afribank PLC and third parties selected by any of them, wherever situated, for confidential use (including in connection with the provision of any service or product and for data processing, statistical and risk analysis purposes). Afribank PLC and any branch, subsidiary, representative office, affiliate agent or third party may transfer and disclose any such information as required by any law, court, regulator or legal process.

7. Termination

7.1 The Customer or Afribank PLC may terminate this Agreement on reasonable notice (taking into account any Communication and any service or product affected).

8.1 Neither the Customer nor Afribank PLC may assign or transfer any of its rights or obligations under this Agreement without the other’s written consent, which will not be unreasonably withheld or delayed, provided that Afribank PLC may make such an assignment or transfer to a branch, subsidiary or affiliate if it does not materially affect the provision of services to the Customer.

8.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions of this Agreement will remain in full force and effect (as will that provision under any other law).

8.3 No failure or delay of the Customer or Afribank PLC in exercising any right or remedy under this Agreement will constitute a waiver of that right. Any waiver of any right will be limited to the specific instance.

8.4 The Customer and Afribank PLC consent to telephonic or electronic monitoring or recording for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.

8.5 Written notice shall be effective if delivered to the party’s address specified below (or at any other address it may provide by written notice for this purpose). Notices shall be in English unless otherwise agreed.

CAUTION: Afribank SHALL NOT BE LEGALLY OR OTHERWISE RESPONSIBLE WHERE A CUSTOMER’S USERNAME AND PASSWORD KNOWN ONLY TO THE CUSTOMER IS ACCURATELY PROVIDED BY ANY OTHER PERSON APART FROM THE CUSTOMER FOR ANY TRANSACTIONS AS Afribank PLC MAY ACT ON SUCH COMMUNICATION WHERE IT REASONABLY CONTAINS SUFFICIENT INFORMATION BELIEVED TO HAVE EMANATED FROM THE CUSTOMER"