Introduction

The terms "we", "our", "us" refer to the customer(s) and "The Bank", "you" and "your" refer to Empower Bank.

(A) Corporate Current/Savings Account Mandate

We hereby authorise and request you to:

1. Open a Current/Savings/Term account in our name and at any time subsequently to open further accounts as we may direct. We understand and agree that you may at your discretion and without giving any reason thereto decline to accept our application. We also understand that until such time that you shall inform us in writing of the relevant account number, no account relationship is established with you.
2. Honour such instructions or orders which may be drawn on the said account provided such instructions or orders are signed by us and to debit such instructions or orders to the said account whether such account be for the time being in credit or overdrawn or may become overdrawn in consequence of such debit without prejudice to your right to refuse to allow any overdraft or increase of overdraft.

In consideration, we agree:

• To assume full responsibility for the genuineness, correctness and validity of all endorsements appearing on all orders, bills, notes, negotiable instruments and receipts or other documents deposited in our account. In the event that an account remains inactive or dormant for such period of time as the Bank may decide, the Bank reserves the right to impose such conditions in relation to further operation of our account(s) in its sole and absolute discretion and, upon written notice to us, add to and/or change one or more of these Terms and Conditions, which shall take effect from the time of posting of the said notice. No failure or delay by the Bank in exercising any right or option under these Terms and Conditions shall operate as a waiver thereof or limit, prejudice or impair the Bank's right to take any action or to exercise its right against us, or render the Bank responsible for any loss or damage arising therefrom.
• To be responsible for the repayment of any overdraft with interest and to comply with and be bound by the Bank's rules for the conduct of a current/savings/term account which may be in force from time to time, and our liability hereunder shall be joint and several.

If you:

• are a sole proprietor, you are responsible for any money owed to us; or
• are a partner in a partnership, then you are jointly and individually liable for money owed to us even if one of you subsequently ceased to be a partner unless we have agreed otherwise in writing. We will be able to demand repayment from all or any one of the partners for all or part of such money; or
• are a trustee or authorised to give instructions on accounts of clubs, associations or churches, then you are individually and jointly liable for money owed to us unless otherwise agreed with us; or
• are a signatory to a limited company's account, then you may not be liable for money owed to us unless you have entered into a separate agreement with us.
• To free the Bank from any responsibility for any loss or damage to funds deposited with it due to any future government order, law, levy, tax, embargo, moratorium, exchange restriction or any other cause beyond our control, and that any and all funds standing to the credit of the account are payable at any of the Bank's branches, on demand only and only in such local currency as may then be in local circulation.
• To be bound by a notification of change in conditions governing the account directed to our last known address. Any notice or letter sent to our last known address shall be considered as duly delivered and received by us at the time it will be delivered in the ordinary course of post. Such changes may also be communicated through the business conditions published in the local press from time to time and such communications will be binding.
• That the Bank may at any time without prior notice suspend or close any of our accounts and the Bank will not be liable to us or any other person for loss suffered or incurred as a result of the Bank acting pursuant to this clause.
• That the Bank will accept no liability whatsoever for funds handed to the Bank's representative outside banking hours or outside of the Bank's premises.
• That the Bank is under no obligation to honour any instructions/orders drawn on this account unless there are sufficient funds in the account to cover the value of the said instructions/orders, and we understand and agree that any such instructions/order(s) may be returned to us unpaid but, if paid, we are obliged to repay the Bank on demand. The Bank reserves the right to exercise discretion in confirming instructions/orders before payment and, without responsibility or liability, to withhold payment of such instruction(s)/order(s).
• That we will make any disagreements with entries on our Bank statements known to the Bank within 14 days of the dispatch of the Bank statement. Failing receipt by the Bank of a notice of disagreement within 14 days from the day of dispatch, it will be assumed by the Bank that the statement as rendered is correct.
• That any sum standing to the credit of the current/savings account shall bear interest charges at the rate fixed by the Bank from time to time. The Bank is authorised to debit from the account the usual bank charges, interest, commissions and any service charges set by the Bank from time to time. Changes to interest rates and service charges will be communicated through the business conditions published in the local press from time to time.
• That in the event that the Bank receives from us ambiguous or conflicting instructions in connection with the account, the Bank may in its absolute discretion and without any liability act or decline to act as the Bank deems fit.
• That the Bank is authorised to accept for safe keeping, for collection or for any other purpose any securities or other property deposited with the Bank or received from or on behalf of any or all of us, and to release, deliver or give up any such securities or property so accepted against written instructions signed in the manner described herein.
• That for partnerships, societies, clubs and churches, in the event of death of any one or more of us, the credit balance at that date on our account together with any security or property deposited with the Bank relating to such account shall be held to the order of the remaining account holder(s), but subject to any claim, right, lien, charge, pledge or set-off, howsoever arising, which the Bank may have in respect of the liability(ies) of any of the account holders including the deceased.

3. We also agree that in addition to any general lien or similar right to which you as bankers may be entitled by law, you may, at any time without notice to us, combine or consolidate all or any of our accounts without liability to you and set off or transfer any sum or sums standing to the credit of any one or more of such accounts or any other credits, be it cash, valuables, deposits, securities, negotiable instruments or other assets belonging to us, in or towards satisfaction of any of our liabilities to you, whether such liabilities be actual or contingent, primary or collateral, and several or joint.
4. We also agree to the standards of confidentiality and security afforded to any information regarding us and our accounts and/or transactions to be reposed in the customer information database. We agree to the uses to which these items of information will be put in the conduct of business with Empower Bank or any of their affiliates, agents, advisers, regulators, assignees, partners, or by our guarantor or third party service provider.
5. The Bank will not be liable to us for any loss, indirect or consequential, incurred by not acting on our instruction, such failure being caused by force majeure or acts beyond your reasonable control.
6. The Bank can give you a new account number and/or transfer your account to another branch if the Bank closes or combines branches.
7. We will provide the Bank with an amended or replaced mandate from time to time. The Bank will be entitled to a reasonable period of time (of not less than seven business days from receipt of such notification) to process such new mandate, and in the meantime may continue to act in accordance with the old mandate.
8. The Bank reserves the right to fix minimum and maximum amounts which may be deposited at any one time; details of such limitations are available on request. In the case of savings accounts the Bank may require accountholders to close an account if, in the opinion of the Bank, the account is not being used as a bona fide savings bank account. All withdrawals from an account are payable only at the branch of the Bank where the account is maintained, although the Bank may allow the client to make withdrawals or access services at other branches.
9. The Bank may at any time implement any security and other procedures, including the Bank's "know your customer" procedures, for the verification of our identity and verification that any particular transaction is authorised by us.

(B) Disclosure Policy

The Customer hereby consents to the disclosure by the Bank and/or any of its officers or employees, for any purpose, of any information concerning the customer including without limitation information relating to its business, its accounts held with the Bank or its relationship with the Bank, to any of the following:

1. Any office or branch of the Bank;
2. Any regulatory authority with jurisdiction over the Bank;
3. Any person to whom the Bank is required or authorised by law or court order to make such disclosure;
4. Any bank or financial institution with which the customer has or proposes to have dealings.

(C) Cash Lodgement / Anti-Money Laundering

Please note that the Bank, licensed under the Banking Act, is required to ensure that its business is not such that it may bring Zimbabwe into disrepute or damage its standing as a financial centre, and therefore it is bound to comply with such constraints as the Central Bank of Zimbabwe may require.

(D) Fax Indemnity, Statements, E-mail and Internet

The Bank is authorised to act on banking instructions sent by us in relation to these accounts by facsimile, e-mail or internet unless otherwise stated by us. We hereby expressly authorise the Bank to send statements and/or advices in relation to our accounts to the contact and/or email address provided by us by way of fax, e-mail and internet.

All documents or information regarding our account or transactions with the Bank will be binding if they are in the form of a data message or accessible in a form in which they may be read, stored and retrieved, whether electronically or as a computer printout for subsequent reference.

In consideration of the Bank so doing, we hereby release, indemnify and hold the Bank harmless from and against all actions, suits, proceedings, costs (including legal costs), claims, demands, charges, expenses, losses and/or liabilities arising therefrom, provided the Bank has not been negligent, has acted in good faith and in accordance with our written instructions. The Bank has no obligation, duty or liability to the customer in contract, tort or otherwise, for breach of statutory duty or otherwise, in respect of statements or balances advised via SMS or e-statements.

(E) Instructions

The client acknowledges that written instructions/orders should always be written in ballpoint ink or fountain pen ink. The Bank reserves the right to dishonour any instructions/orders written in felt-tip or marker pen ink without notice and will not be liable for any loss suffered as a result.

(F) Governing Law

These terms and all transactions entered into by the Parties in relation or pursuant to an account are governed by the laws of Zimbabwe.

(G) Enforcement

Jurisdiction of Zimbabwe courts:

• Subject to paragraph (b) below, the client submits to the exclusive jurisdiction of the courts of Zimbabwe to settle any dispute arising out of or in connection with these Terms, any account or any service (including a dispute regarding the existence, validity or termination of any agreement).
• Notwithstanding paragraph (a) above, the Bank will not be prevented from taking proceedings relating to a dispute in the courts of any other jurisdiction where any asset of the client may be located. To the extent allowed by law, the Bank may take concurrent proceedings in any number of jurisdictions.

Service of process: where a person (if any) is identified in an account opening form as "Process Agent", and without prejudice to any other mode of service allowed under any relevant law, the client irrevocably appoints the Process Agent as its agent for service of process in relation to any proceedings before the courts of Zimbabwe in connection with any dispute.