Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Merivane International Private Bank Ltd. ("Merivane International", "the Bank", "we", "us", or "our"), governing your access to and use of all banking services, investment services, payment facilities, digital platforms, and any other products offered by the Bank.

These Terms apply in addition to, and should be read alongside, any account-specific terms, facility agreements, investment management agreements, or other contractual documentation you have entered into with the Bank. In the event of a conflict between these Terms and a specific product agreement, the product agreement shall prevail in respect of that product.

These Terms apply to all clients of Merivane International, including private banking clients, corporate clients, family offices, and institutional clients, unless expressly stated otherwise.

Definitions

• "Account" means any banking, savings, current, multi-currency, investment, or other account held by you with Merivane International.
• "Services" means all banking, payment, investment, custody, foreign exchange, and advisory services provided by the Bank, including access to the Online Banking Platform.
• "Online Banking Platform" means the Bank's secure digital banking portal and associated mobile applications.
• "Authorised User" means any person you designate, in writing and in accordance with our procedures, to operate your account or use our services on your behalf.
• "Business Day" means any day (other than Saturday, Sunday, or a public holiday) on which banks are open for business in Geneva, Switzerland, and London, United Kingdom.
• "AML/KYC Requirements" means the anti-money laundering, counter-terrorist financing, and know-your-client requirements imposed by applicable law and our internal policies.
• "Force Majeure" means any event beyond our reasonable control, including natural disasters, acts of war, cyberattacks, regulatory actions, or failures of third-party infrastructure.
• "Regulatory Authority" means any government body, financial regulator, supervisory authority, or law enforcement agency with jurisdiction over the Bank or its clients.

Eligibility

Our services are available to individuals and entities who meet all of the following criteria:

• You are at least 18 years of age, or the age of legal majority in your jurisdiction of residence, whichever is higher.
• You have the legal capacity to enter into binding contracts under the laws of your jurisdiction.
• You are not a resident of, or subject to the laws of, a jurisdiction in which accessing our services would be prohibited or restricted by law.
• You are not a person or entity listed on any applicable sanctions list, including those maintained by the United Nations, the European Union, the United States Office of Foreign Assets Control (OFAC), or HM Treasury.
• You have successfully completed our AML/KYC onboarding process to our satisfaction.
• For corporate clients: your entity is duly incorporated, in good standing, and authorised to conduct the activities for which you are engaging our services.

The Bank reserves the right to decline any application for an account or service at its absolute discretion, without being required to provide reasons for such a decision.

Our Services

Merivane International provides a comprehensive range of private banking and financial services. The specific services available to you depend on your account type, client classification, and jurisdiction of residence. Our core service offerings include:

The Bank may, at its discretion and with reasonable notice, introduce new services, modify existing services, or discontinue any service. We will notify you of material changes to services that directly affect your account in accordance with Section 16.

Account Opening & Maintenance

All account opening requests are subject to the Bank's acceptance and the satisfactory completion of our onboarding procedures, including AML/KYC verification.

• Valid government-issued photographic identification (passport or national identity card).
• Proof of residential address dated within the last three months.
• Source of wealth and source of funds documentation as required by our compliance team.
• For corporate clients: certified copies of incorporation documents, register of directors and shareholders, beneficial ownership declaration, and board resolution authorising the account opening.
• Any additional documentation required by our AML/KYC procedures or applicable law.

You are required to maintain accurate and up-to-date information with the Bank at all times. You must notify your relationship manager promptly of any change to your personal details, beneficial ownership structure, source of funds, tax residency, or any other information that may affect our ability to serve you or our regulatory obligations.

The Bank conducts periodic reviews of all client relationships in accordance with our AML/KYC obligations. Your cooperation with these reviews is a condition of maintaining your account.

Client Obligations

By using our services, you agree to the following obligations:

• Accuracy of information: All information and documentation provided to the Bank must be true, accurate, complete, and not misleading. You must promptly update us of any changes.
• Lawful use: You must use our services only for lawful purposes and in compliance with all applicable laws and regulations, including those relating to anti-money laundering, tax compliance, and sanctions.
• No prohibited activities: You must not use our services for any illegal activity, including but not limited to money laundering, tax evasion, terrorist financing, fraud, or any activity that would breach applicable sanctions.
• Tax compliance: You are solely responsible for your own tax obligations arising from your use of our services. The Bank does not provide tax advice and will report information to tax authorities as required by law, including under FATCA and CRS.
• Authorised Users: You are fully responsible for all actions taken by any Authorised User on your account. You must revoke any authorisation promptly if an Authorised User is no longer authorised to act on your behalf.
• Prompt instruction: You must provide clear, complete, and timely instructions. The Bank shall not be liable for delays or losses arising from incomplete or ambiguous instructions.
• Compliance with our policies: You must comply with all policies and procedures notified to you by the Bank from time to time, including security requirements for the Online Banking Platform.

Digital Banking Platform

Access to our Online Banking Platform is provided as a convenience. Your use of the platform is subject to these Terms and any additional terms applicable to the platform as notified to you from time to time.

• You must keep your login credentials strictly confidential and must not share them with any person, including Bank staff. We will never ask for your password.
• You must use the platform only from secure devices and networks. The Bank accepts no liability for losses arising from your use of unsecured or compromised devices.
• You must log out of the platform after each session and must not leave an active session unattended.
• Multi-factor authentication is mandatory for all Online Banking Platform access and must not be disabled.

The Bank endeavours to ensure the Online Banking Platform is available 24 hours a day, 7 days a week. However, we do not guarantee uninterrupted availability and reserve the right to suspend access for maintenance, upgrades, or security purposes. We will provide advance notice of planned maintenance where practicable.

You must notify the Bank immediately upon becoming aware of any unauthorised transaction or access to your account. Notification must be made by contacting your relationship manager directly or calling our 24-hour security line. Prompt notification is essential to limit your potential liability and to assist us in recovering funds where possible.

Payments & Transfers

All payment instructions are subject to our payment processing procedures, cut-off times, and applicable regulatory requirements including sanctions screening.

• Irrevocability: Once a payment instruction has been accepted and processed, it cannot be recalled without the co-operation of the beneficiary's bank. You must ensure the accuracy of all payment details, including account number, sort code, IBAN, SWIFT/BIC, and beneficiary name, before submitting any instruction.
• Cut-off times: Payment instructions received after our published cut-off times will be processed on the next Business Day. Cut-off times are available from your relationship manager and on the Online Banking Platform.
• Sanctions screening: All payments are subject to automated sanctions screening. Payments to sanctioned parties or jurisdictions will be blocked and may be reported to the relevant authorities.
• Correspondent charges: International payments may be subject to charges levied by correspondent banks and the beneficiary's bank, which are beyond our control. We will notify you of all charges applied by us in advance.
• Dual authorisation: For corporate clients, payments exceeding agreed thresholds require dual authorisation. You are responsible for maintaining your authorisation hierarchy and ensuring it is kept up to date.
• Erroneous payments: If you instruct a payment in error, notify us immediately. We will use reasonable endeavours to recover the funds but cannot guarantee recovery where funds have been applied to the beneficiary's account.

Investment Services

Investment services are provided in accordance with the investment management agreement or advisory agreement specific to your account. These Terms apply as a framework and the specific agreement governs in the event of any conflict.

• Suitability: Before providing investment services, we will assess your financial situation, investment objectives, risk tolerance, and experience. You must provide accurate and complete information for this assessment. We will only recommend or execute investments that are suitable for your profile.
• Discretionary management: Under a discretionary mandate, your investment manager has authority to make investment decisions on your behalf within agreed parameters. You will receive regular reporting but individual transaction approval is not required.
• Advisory management: Under an advisory mandate, we will provide recommendations but all investment decisions remain yours. We shall not be liable for the outcome of any investment decision you choose to make contrary to our advice.
• Conflicts of interest: The Bank maintains a conflicts of interest policy and will act in your best interests at all times. We will disclose any material conflict of interest that may affect the advice or services we provide to you.
• No guaranteed returns: No representation, warranty, or guarantee is given as to the performance of any investment. Any projections or illustrations of potential returns are provided for illustrative purposes only.

Fees & Charges

Our fees and charges are set out in the fee schedule applicable to your account type, which forms part of your account agreement. A summary of standard fees is available from your relationship manager or on the Online Banking Platform.

• Account maintenance fees: Applied periodically as set out in your account agreement.
• Transaction fees: Applied to payments, foreign exchange transactions, and other services as specified in the applicable fee schedule.
• Investment management fees: Charged as a percentage of assets under management and/or on a performance fee basis, as set out in your investment management agreement.
• Foreign exchange spread: We earn a spread on foreign exchange transactions, which will be disclosed to you before you execute any transaction.
• Third-party charges: Charges levied by correspondent banks, custodians, regulatory bodies, or other third parties will be passed on to you and are beyond our control.
• Debit authority: You authorise the Bank to debit your account with all fees, charges, and expenses properly due to us without further instruction from you.

Confidentiality

Merivane International regards the confidentiality of client information as a fundamental duty of a private bank and an enduring principle of this institution. All information relating to your identity, financial affairs, and instructions is treated as strictly confidential.

We will not disclose confidential client information to any third party except:

• Where required by applicable law, court order, or regulatory requirement.
• Where you have given your express consent to the disclosure.
• To our professional advisors, auditors, and service providers who are bound by equivalent confidentiality obligations.
• To correspondent banks or payment processors to the extent necessary to execute your payment instructions.
• To affiliated entities within the Merivane Group as described in our Privacy Policy.
• Where necessary to protect the Bank's legitimate interests in legal proceedings.

This duty of confidentiality survives the termination of your banking relationship with us. Our staff are bound by confidentiality obligations that continue after the end of their employment.

Please refer to our Privacy Policy for full details of how we collect, process, and protect your personal data.

Liability

The Bank will exercise reasonable skill and care in the provision of its services. Our liability to you is subject to the following limitations and exclusions:

• We are liable for direct losses caused by our own negligence, wilful misconduct, or fraud.
• Our aggregate liability to you in respect of any single event or series of related events shall not exceed the greater of the fees paid by you to the Bank in the twelve months preceding the event giving rise to the claim, or such other limit as may be specified in your account agreement.

• We are not liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of business, or loss of opportunity.
• We are not liable for losses arising from circumstances beyond our reasonable control, including Force Majeure events, failures of third-party systems or infrastructure, or actions of regulatory authorities.
• We are not liable for losses arising from your failure to follow our security requirements, your provision of incorrect payment details, or the actions of any Authorised User.
• We are not liable for the investment performance of any portfolio managed on a discretionary or advisory basis, provided we have acted in accordance with your agreed investment mandate and with reasonable skill and care.
• We are not liable for the acts or omissions of correspondent banks, custodians, clearing systems, or other third parties, save where we have failed to exercise reasonable care in their selection.

Termination

You may close your account and terminate your relationship with the Bank at any time by giving written notice to your relationship manager. Account closure is subject to the settlement of all outstanding balances, fees, and obligations. We will endeavour to action your closure request within 30 Business Days, subject to regulatory requirements.

We may suspend or terminate your account and any or all services, with or without notice, in the following circumstances:

• You have breached any material provision of these Terms or any specific product agreement.
• We have reasonable grounds to suspect fraudulent, illegal, or suspicious activity in relation to your account.
• You have failed to provide documentation or information required for our AML/KYC compliance within a reasonable time.
• You are or become subject to any sanctions regime applicable to us.
• We are required to do so by a Regulatory Authority.
• A change in applicable law or regulation makes it unlawful or impractical for us to continue providing services to you.
• You are or become insolvent, subject to bankruptcy proceedings, or unable to meet your financial obligations.
• We decide, in our absolute discretion and for any business reason, to exit a particular client relationship or market, having given you a minimum of 60 days' written notice where practicable.

Upon termination, any outstanding balance will be returned to you subject to deduction of all fees, charges, and expenses owed to the Bank. Any pending transactions will be completed or cancelled in accordance with applicable rules. Investment positions will be liquidated or transferred in accordance with your instructions and your investment agreement.

Provisions of these Terms that by their nature should survive termination — including confidentiality, liability, dispute resolution, and governing law — shall continue to apply after termination.

Complaints Procedure

We are committed to resolving any complaint quickly, fairly, and transparently. If you are dissatisfied with any aspect of our service, we encourage you to raise the matter as follows:

• Step 1 — Your Relationship Manager: In the first instance, please raise your concern directly with your relationship manager, who will endeavour to resolve it promptly.
• Step 2 — Client Relations: If your concern is not resolved to your satisfaction within 5 Business Days, you may escalate to our Client Relations team at clientrelations@merivane.com. We will acknowledge your complaint within 2 Business Days and provide a full response within 15 Business Days.
• Step 3 — Senior Management: If you remain dissatisfied, you may request escalation to senior management, who will conduct an independent review and respond within 10 Business Days.
• Step 4 — Regulatory Authority: If you are not satisfied with the outcome after exhausting our internal procedures, you have the right to refer your complaint to the relevant financial supervisory authority in your jurisdiction.

All complaints are logged, tracked, and reviewed as part of our ongoing service improvement process. We will never treat you less favourably for making a complaint.

Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which Merivane International Private Bank Ltd. is incorporated and licensed to carry on banking business.

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the competent courts of that jurisdiction, unless a specific product agreement provides for an alternative dispute resolution mechanism.

Where you are a consumer resident in a jurisdiction that affords you mandatory legal protections that cannot be excluded by contract, those protections shall continue to apply notwithstanding the choice of governing law in these Terms.

Amendments

We reserve the right to amend these Terms at any time. Amendments will be communicated to you as follows:

• Material amendments: Where a change materially affects your rights or obligations, we will provide at least 30 days' written notice before the change takes effect, by correspondence to your registered address or email.
• Minor amendments: Corrections, clarifications, and changes required by law or regulation may be made with shorter notice or without prior notice, with the amended Terms published on our website.
• Continued use: Your continued use of our services following the effective date of any amendment constitutes your acceptance of the revised Terms.
• Right to exit: If you do not accept a material amendment, you have the right to close your account without penalty within the notice period, subject to settlement of all outstanding balances and obligations.

The current version of these Terms is always available on our website at merivane.com/terms-of-service and from your relationship manager upon request. The version date and version number at the top of this document indicate the applicable version.

Contact & Legal Notices

All formal legal notices under these Terms must be given in writing. Notices to the Bank should be addressed to the Legal & Compliance Department at our registered office. Notices to you will be sent to your registered correspondence address or email address on record.

These Terms of Service were last reviewed and approved by the Board of Directors of Merivane International Private Bank Ltd. on 1 January 2024. Merivane International Private Bank Ltd. is established in 1887 and is a member of the International Private Banking Association.