General conditions

These general conditions govern the business relationship (hereinafter the "Relationship"), including all related banking products and services, established between Crédit Agricole next bank (Suisse) SA (hereinafter the "Bank") and its clients (hereinafter the "Client"). The special agreements and the conditions relating to the products to which the Client subscribes are reserved.

1. Beginning of relationship

Any establishment of a new Relationship is subject to prior approval by the Bank. Unless otherwise expressly stated, any advertising by the Bank does not constitute an offer to enter into a contract.

2. Communications

The Client his free to choose the channel of communication with the Bank, on the understanding that only E-banking is considered to be a secure channel.

The Client bears all risks inherent to his chosen mode of communication for transmitting instructions to the Bank, particularly in the event of use of electronic channels. He agrees to take all reasonable measures of protection. The Bank assumes no liability for fraud except in the event of gross negligence.

The Bank may communicate with the Client by mail, telephone or any electronic means, including E-Banking, in accordance with the contact information used regularly with the Client or those communicated by the latter. As such, the Bank applies the usual standards of care in this area.

The Bank is entitled to transmit contractual information by any of the aforementioned means.

Any notification made by electronic mail is enforceable against the Client as soon as he can consult it for the first time. For paper correspondence, the notification is deemed to be made on the business day following the date appearing on the Bank's copy.

3. Carrying out instructions

The Bank carries out the Client's instructions within a reasonable time.

It reserves the right to postpone carrying out instructions received until their confirmation is obtained by other means, especially in cases of doubt about the legitimacy of the ordering party.

In the event of simultaneous instructions that cannot all be executed, the Bank reserves the right not to act, at its sole discretion.

The confidentiality of information and data transmitted by certain means of communication, especially electronic, may be subject to infringement by unauthorized third parties.

The prices and rates communicated to the Client may fluctuate substantially between the moment an instruction is given and its execution. The Bank bears no responsibility in this regard.

The Client must inform the Bank without delay if he is credited with sums of which he is not the intended recipient. The Bank is authorized to reverse without notice any amount credited to an account as a result of error by the Bank, without the Client being able to claim that he has already disposed of it.

As soon as the Bank is made aware of the death or restriction of the exercise of the Client's legal capacity, the Bank may require the ordering party to justify its legitimacy. In the meantime, the order may not be executed. The Bank incurs no liability for transactions carried out prior to the notification of the death or restriction of the exercise of the Client's legal capacity.

4. Joint relationships

When several persons have a shared relationship with the Bank, this is considered to be, unless otherwise agreed, a joint banking relationship (hereinafter the "Joint Relationship").

Each co-holder is jointly and severally liable for all obligations attached to the Joint Relationship, including any current or future liabilities to the Bank. The Bank is entitled to discharge any obligation in the context of the Joint Relationship by performing to only one of the co-holders (active and passive solidarity). In addition, each instruction from a co-holder validly engages all other co-holders.

If it has been agreed that the communications of the Bank will be addressed only to one of the co-holders, all co-holders will be irrefutably considered as notified. Depending on the circumstances, the Bank reserves the right to communicate with all co-holders or to gather their instructions.

It is expressly stipulated thatin the event of the death of one of the co-holders, the Joint Relationship will continue exclusively with the surviving co-holder(s). In the case of death, the transmission of rights of any deceased co-holder arising from the Joint Relationship is ruled out as the deceased co-holder's rights become null and void upon death. The beneficiaries of the deceased co-holder will, however, remain liable for the obligations contracted by him. The Bank shall inform the said beneficiaries of the status of the assets and liabilities of the Joint Relationship as well as the names of the co-holders with whom the Joint Relationship continues and any agents in accordance with the applicable law. Furthermore, the death of a co-holder will have no effect on the rights and obligations of the co-holders(s) with whom the Joint Relationship continues.

5. Recording telephone calls

The Bank reserves the right to make recordings of telephone conversations between the Client and itself for the purpose of securing evidence or transaction security clarification. The recordings are regularly destroyed, except when special preservation is needed.

6. Proxies

The Bank considers duly established proxies as valid until the receipt of an express revocation, notwithstanding any conflicting entries in public registers.

7. Costs and conditions of products

The Bank charges fees and commissions debited from the Client's account in accordance with the fees guide published on the Bank's website (www.ca-nextbank.ch).

Except as otherwise provided, the Bank reserves the right to change at any time the fees, commissions and interest rates, as well as any other conditions, including remuneration (interest income) and pricing applicable to products to which the Client subscribes. The Bank shall notify the Client in due time by the means it deems appropriate.

All internal, collection and court costs, as well as legal fees, incurred by the Bank for the recovery of its claims against the Client, shall be borne by the Client.

8. Deductions at source

The Client is obliged to inform the Bank in good time of any change in his residence and tax status and any circumstances affecting the collection, exemption or reduction of withholding tax.

9. Account unicity, right of compensation and pledge

All the Client's accounts, whatever their denomination and the currency in which they are denominated, constitute a single current account. The Bank may assert the balances of these accounts separately or setoff them in whole or in part, after making the necessary conversions in the currency of its choice.

As a guarantee of all current or future claims against the Client resulting from the Relationship, including credit facilities with or without guarantees, regardless of their due dates or currencies, the Client grants the Bank the benefit of a right of pledge on all assets and securities (including account balances, receivables, securities, etc.) held at its offices or with a third party on the Client's behalf.

In the event of default, the Bank may, without further notice or formalities, execute the pledges in the order that suits it, at its choice by private sale, including the Bank acting as buyer, or by legal enforcement.

In addition, the Bank is entitled to set off any claim against the Client, regardless of the currency of the Client's claim or whether it is due.

The Client can only set off undisputed claims against the Bank.

10. Complaints

The Client is required to immediately check the content and report back promptly to the Bank any error, including in his favour, in any documents, extracts, statements of value, statements, communications or notifications from the Bank.

Any complaint from the Client must be presented within 30 days from the date of communication of the corresponding notice, otherwise the indications contained in the documents are deemed accurate and approved by the Client.

In the event that he does not receive an expected correspondence, communication or notification, the Client must immediately notify the Bank and submit his claim as soon as he should have received it.

11. Processing and updating of personal data

The Bank collects, processes and retains personal data concerning the Client and the third parties involved in the Relationship in accordance with the information notice "The processing of Personal Data" available on the website www.ca-nextbank.ch, or available upon request to a branch. This processing can also be done from abroad.

In any case, the Client agrees to immediately inform the Bank of any changes to the personal data provided (name, address, telephone number, nationality, tax status, US Person" Status, etc.) relating to him or to the aforementioned third parties.

12. Waiver of banking secrecy

The Bank may have to transmit the data of its Clients to third parties for the following reasons: performance of acts related to the Relationship, performance of legal or regulatory obligations, safeguarding of its legitimate interests and guarantee of risk management. To this extent, the Client releases the Bank from its obligation of secrecy.

In this respect, the Client authorizes the Bank to disclose his data. The Bank draws the Client's attention to the fact that recipients are not necessarily subject to an obligation of banking secrecy, particularly when they are domiciled abroad. The Bank is unable to control the use of data by the aforementioned recipients.

In case of refusal or revocation of consent, the Bank is not obliged to provide its services.

The waiver of banking secrecy is warranted:

• In the fight against money laundering and the financing of terrorism, compliance with international sanctions or for other compliance reasons. For this reason, the Bank may be required to transmit personal data to its parent company in France or to any other Crédit Agricole Group entity;
• In the event of legal proceedings against the Bank, debt recovery proceedings initiated by the Bank, safeguarding and guaranteeing the Bank's claims / rights, enforcement of security rights, respect of the obligations relating to unclaimed assets, third-party information gathering in relation to the Relationship;
• In terms of payment traffic, transactions, execution of orders on securities, deposit of securities, currencies, etc. of a national or international nature, which may cause the disclosure of, in particular, the name, address, account number (IBAN code) or deposit, the beneficial owner, etc. to the relevant banks and to Swiss and foreign system operators of information on the payer;
• In case of the outsourcing of services.

13. Outsourcing

The Bank may, in compliance with banking regulations, outsource all or part of its activities to third parties (delegates), in particular activities related to payment traffic, IT, the processing of securities transactions and the administration of securities.

14. Limitation of Liability

The Bank is not liable for damage beyond its control caused by events, circumstances or disruptions of its services or those of its correspondents or auxiliaries. In general, the Bank is only liable for direct damages and only in case of gross negligence on its part.

15. Public holidays

Saturdays, Sundays and other days determined on a case by case basis by the banking institutions of the place of activity of the Bank and any place concerned by a transaction are treated as official holidays.

16. Languages

In case of divergence of interpretation between the French, German and / or English versions of all documents and forms of the Bank, only texts in French are authoritative.

17. Unclaimed assets

The Bank's management of unclaimed assets is described in the fact sheet "Information to Swiss Bank Clients to Prevent Assets from Becoming Contactless" delivered to the Client at the time the relationship is opened.

18. Product conditions

18.1 Holding of accounts

ENTRIES The Bank records the transactions made. It may refuse any entry of funds without giving reason. The bank's entries are, in principle, the subject of notices and accounts and are summarized in the form of periodic statements. The accounts are settled at the Bank's discretion at the end of each month, quarter, semester or year. PROVISION The Bank is not obliged to execute the instructions received if the Client does not have funds freely available for this purpose.

18.2 Holding of deposits

The Bank accounts, keeps and administers the securities entrusted to it, according to their nature, with the same care as its own. It may refuse any securities deposit without giving reason. The values are listed in periodic portfolio estimates. Their valuation is purely informative on the basis of elements and data whose actual value is not the responsibility of the Bank. The depositor may dispose of the deposited securities at any time, subject to legal restrictions, liens, retention and setoff rights of the Bank, special agreements, the usual form and times of delivery and their restitution to the Bank by its correspondents.

18.3 Specific transactions

TRANSACTIONS IN FOREIGN CURRENCIES All transactions in foreign currency are subject to compliance with Swiss regulations and the regulations of the countries on which these currencies depend. If their execution proves impossible or unlawful, the Client alone bears all damages and consequences related thereto. The Bank reserves the right to execute any transaction in foreign currency by crediting or debiting any of the Client's accounts, at the exchange rate in effect on the date of the transaction, when the Client does not have an account or sufficient coverage in the corresponding currency, when that currency is unavailable, or in the event the Bank exercises its rights of pledge, setoff and retention. Any foreign exchange or other losses are payable by the Client. Foreign currency assets may be placed in the Bank's name, on behalf of and at the risk of the Client, with Bank correspondents in the relevant currency areas or elsewhere. The Client proportionally bears all the risks and consequences that may directly or indirectly affect these assets due to possible legal, economic, political, fiscal, administrative or de facto measures, events of force majeure, uprising or war in the countries on which these currencies depend or in which the accounts are kept or the assets are deposited. If, by reason of such measures, the return of assets proves to be difficult or impossible, the Bank would have no other obligation than to procure for the Client a claim to attempt to obtain the proportionate restitution of the entrusted assets from their place of retention. The Bank shall validly discharge all obligations denominated in foreign currencies by booking only at the place where accounts are kept with its correspondents, issuing the Client checks drawn on its correspondents or on institutes of the countries in which those currencies are legal tender, or by arranging with them to place the assets at the Client's disposal.
CURRENCY TRANSACTIONS The Bank buys and sells, as part of the foreign exchange regulations in force, spot and forward currencies. In the event of non-performance of the Client's obligations at the maturity of futures transactions, the Bank may, at the Client's expense, either carry out the contract as of right or execute the transaction in accordance with the terms thereof. Proof of the compliance of the transaction with the legal requirements for foreign currency transactions is the responsibility of the Client. The Client alone bears all damages and consequences relating thereto, holding the Bank harmless.
TRADING OPERATIONS The Bank executes and transmits stock market orders at the Client's risk, in accordance with the instructions received and the laws, rules and practices of the relevant markets. If their execution proves impossible or unlawful, the Client alone bears all damages and consequences related thereto. Unless otherwise instructed, orders for securities traded in multiple markets are executed, at the discretion of the Bank, on one or the other of these markets, including the over-the-counter market. Every order must indicate the direction of the transaction (purchase or sale), the description, the characteristics and the number of securities to which it relates and all the details necessary for its proper execution. The Bank reserves the right not to carry out imprecise or ambiguous orders and the Client bears any damages resulting from their execution or non-performance. When an ongoing order is confirmed or changed without specification, it is noted as a new order. Transactions processed abroad are deducted at the exchange rate on the day the Bank receives the notices from its correspondents and is subject to the Bank's disbursements (correspondent's brokerage, postage, insurance, etc.) plus commission for the Bank's intervention. Unless otherwise agreed, all orders must be fully covered. If an order is carried out without sufficient funds, the funds must be provided within 48 hours, failing which the Bank may without notice reverse the transaction and record the result of the two transactions in the Client's account. The provisions of the article below are also applicable.
SECURITIES TRANSACTIONS The laws and rules in force, notably in the markets, places of issue and custody, are applicable to securities transactions. By sending instructions to the Bank on such transactions, the client confirms compliance with them without reservation. Under the resulting provisions, including transparency and market surveillance (prescribing, for example for this purpose, mandatory announcements of qualified or predominant holdings or the provision of information on certain transactions), the collection, exemption or reduction of withholding taxes, the Bank may be required and, where necessary, authorized to provide the relevant parties and authorities with information concerning such transactions, the client, the payer and / or the beneficiary, including when acting in a fiduciary capacity. Certain types of transactions and investments in securities, such as options, forward and futures transactions, structured and synthetic products, investment funds and non-traditional (hedge and off-shore) funds and emerging markets may pose particular risks. By providing the Bank with instructions on such transactions, the Client certifies that he has received from the Bank all useful and necessary information on this subject, assimilated its content, understood the nature and extent of the risks involved and that he is prepared to fully assume said risks. When investing in investment funds and financial products not promoted or distributed by the Bank, the Client is personally responsible for obtaining any explanatory and contractual documentation relating thereto and releases the Bank of any liability in this respect. In particular, when acting in a fiduciary capacity, the Bank reserves the right, at its sole discretion, to refuse any investment instructions in such securities, should it fail to obtain the subscription form and any explanatory and contractual documentation duly completed and signed for approval by the Client. By requesting such investments, respectively by providing the Bank with such completed and signed documentation, the Client certifies to the Bank that he has read and accepted the nature and extent of the risks arising from the said investments, and that he fully satisfies all applicable conditions for making such investments.
BILL OF EXCHANGE; COLLECTION The Bank may regularize the documents at the risk of the remitter. It assumes no responsibility as to the form, consistency and authenticity of the checks it accepts for collection or as to indications, endorsements and signatures contained therein. The Bank is not obliged to observe, beyond its material possibilities, the legal forms and deadlines for the retention of the rights attached to these documents and declines all responsibility for their non-compliance. The Bank is free to accept or refuse all instruments in payment of all documents to be cashed, without incurring any liability in case these instruments are not honored. The Bank is under no circumstances required to conduct the protest for non-acceptance or non-payment or to give notice or to comply with legal deadlines relating to the securities it holds, whether as owner, beneficiary, bearer or agent for the collection; if, nevertheless, it accomplishes these formalities, it does so without assuming responsibility. In the event of non-payment of the documents at their due date, the Bank may, without entailing a novation, debit from the Client's account the amount previously credited or discounted, and may, until repayment of the balance of the account, retain the documents and exercise for its own benefit all the rights attached thereto towards any person obliged under them. In the case of bills of exchange, the Client is obliged at all times to repay the Bank, and the Bank may debit from his account any amount collected for which recourse is being exercised against it under foreign laws and regulations, in particular of the US, enabling the drawee to bring an action against the endorser for the reimbursement of the amount paid, in particular in the event of contesting their formal validity or endorsement.

18.4 Credit Transactions

Any credit transaction is governed by the present conditions and any applicable special provisions.
TERMS AND CONDITIONS Any loan that can be realized through a current account may be used, according to the needs of the borrowing Client, for sums and in various forms approved by the Bank, in particular cash drawings such as overdrafts in the current account or in the issuance of guarantees under the Client's responsibility. The Bank has the right to refuse, at its sole discretion, any transaction of which the terms are not to its convenience.
DURATION AND REIMBURSEMENT Unless otherwise agreed, the Client and the Bank have the right to terminate the loan by giving 30 days' written notice to the other party. Notwithstanding the foregoing, the Bank reserves the right to terminate the loan without notice when events occur which deteriorate the Client's financial situation, undermine the confidence that he enjoys or reduce the value of the collateral attached to the credit, when the Client does not fulfil his obligations or contravenes his obligations, including to third party creditors, in the event of the Client's death, and in all cases where the law and the general principles of the law authorize it. If the Bank terminates the loan with immediate effect, the entire amount of the debt becomes immediately due without further notice.
REMUNERATION The conditions, interest rates and commissions will be determined on a case-by-case basis depending on market conditions. Interest on the current account overdraft is payable quarterly in arrears.

19. International sanctions

"International Sanctions" means any compulsory restrictive measures imposing economic, financial or commercial sanctions (including any sanctions or measures relating to an embargo, freezing of funds and economic resources, restrictions on transactions with natural or legal persons - hereinafter "Persons" and individually "Person" - or relating to goods or specified territories) issued, administered or enforced by Switzerland, the Security Council of the United Nations, the European Union, France, the United States of America (including in particular the Office of Foreign Assets Control attached to the Treasury Department or OFAC and the State Department), or by any other competent authority, including other states, having the power to enact such sanctions.

The term "Sanctioned Person" means any Person who is or is the target of International Sanctions.

The term "Territory Under Sanction" means any country or territory which is the subject or whose government is the subject of an international sanctions regime prohibiting or restricting relations with these countries, territory or government.

The present provisions apply as soon as the Relationship, any of the parties to it, any transaction contemplated or carried out in execution or in connection with it or any of the Persons participating or beneficiary of such an operation, would be affected by a measure having an obligatory effect under an international sanctions regime.

Neither the Client, nor to his knowledge, any of his subsidiaries, their respective legal representatives, directors, officers and employees:
(a) is a Sanctioned Person;
(b) is a Person:
i. owned or controlled by a Sanctioned Person;
ii. located, incorporated or resident in a Territory under Sanction;
iii. engaged in an activity with a Sanctioned Person;
iv. having received funds or any other assets from a Sanctioned Person;
v. having engaged in an activity with a Person located, constituted or resident in a Territory Under Sanctions.
These statements will be deemed to be repeated until the end of this Relationship.

The Client undertakes to inform the Bank without delay of any fact of which he becomes aware that would render inaccurate any of his declarations relating to the International Sanctions appearing in these general conditions.

The Client undertakes not to use the loaned funds directly or indirectly and not to lend, make or otherwise render available these funds to any of his subsidiaries, joint ventures or any other Person for any transaction that would have as its object or for the purpose of financing or facilitating business activities or relationships:
(a) with a Sanctioned Person or with a Person in a Territory under Sanction or,
(b) who may constitute in any way a violation of the International Sanctions by any Person, including any Person participating in this contract.
The Client agrees not to use any income, funds or profit from any activity or operation carried out with a Sanctioned Person or with any Person located in a Territory under Sanction in order to repay or pay the sums due to the Bank in the context of this contract.

The Bank reserves the right to suspend or reject a payment or transfer transaction issued or received, or to block the funds and accounts of the Client when, according to its analysis, the execution of such transaction could constitute an infringement of a rule relevant to the International Sanctions.

The Bank may need to ask the Client to provide information regarding the circumstances and the context of a transaction such as the nature, the destination and the source of funds and all supporting documents, especially for unusual operations compared to transactions currently recorded on his account.

The Client is obligated to provide the information and supporting documents required. As long as the Client has not provided the Bank with sufficient information to enable it to conclude that there is no risk of breaching the International Sanctions, the Bank reserves the right not to execute his instructions and to block the funds and the Client's accounts.

The Client is informed that the Bank may also be required to carry out research and investigations in connection with the performance of any transaction that may, according to its analysis, be capable of constituting a breach of a rule related to the International Sanctions leading, if necessary, to a delay in the execution of the Client's instructions.

The Bank cannot be held liable towards the Client in case of delay or non-execution of an instruction, the rejection of a transaction or the blocking of funds or accounts, intervening within the framework of the International Sanctions. Likewise, no penalty or contractual indemnity will be due to the Client under such circumstances.

20. Changes in contractual relationships and general conditions

No change in the contractual relationship between the Bank and the Client can be made orally.

The Bank may modify these terms and conditions and any applicable special conditions at any time.

These modifications will be deemed accepted by the Client in the absence of a written objection within 30 days of the sending of the corresponding notice. In case of objection, the Bank reserves the right to terminate the Relationship. Failing this, the Relationship will continue without the application of the contested amendments.

21. End of business relations

The Bank reserves the right to terminate all or part of the subscribed products and / or the Relationship with immediate effect and without giving reasons, and to make any receivable due, unless otherwise agreed.

In particular, the Bank can terminate the Relationship and the mortgage loans underwritten if the Client does not respond to requests for the submission of documents or clarification.

Unless otherwise stipulated, the relationship does not terminate because of the death, declaration of absence, civil incapacity or bankruptcy of the Client.

22. Governing law and jurisdiction

The Relationship between the Bank and the Client is subject to Swiss law.

The place of performance of all obligations, the forum for debt collection (the latter only for Clients domiciled abroad) and the exclusive place of jurisdiction for all proceedings are located at the Bank's headquarters in the Canton of Geneva. The Bank is entitled to bring an action in the Client's domicile or in any other jurisdiction or competent body.

April 2019