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BUSINESS AND INSTITUTIONALS
ACCOUNT AGREEMENT
General terms
and conditions
ASK MORE OF YOUR BANK
CONTENTS
PART I –
CURRENT ACCOUNTS
1 - OPENING THE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.1 Documents to be provided when opening the account
1.2 Authorizations and powers of attorney
1.3 Information to be provided to the Bank
P.4
2 - OPERATION OF THE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.1 Operations credited to the account
P.5
2.1.1 Main operations
2.1.2 Dishonoured items
2.2 Operations debited to the account
2.2.2 Sufficient funds
2.2.3 Receiving Customer’s orders
2.3 Provisions relative to certain payment instruments
2.3.1 Cheques
2.3.2 Drafts
2.3.3 Payment services
2.3.3.1 General
2.3.3.2 Over-the-counter operations
2.3.3.3 e-cash operations
2.3.3.4 Transfers issued
2.3.3.5 Transfers received
2.3.3.6 Direct debiting - On the debit side
2.3.3.7 Direct debit - Biller’s collections
2.3.3.8 Interbank payment Orders (TIP) to the debit of the account
2.3.3.9 TIP sent for collection
2.3.3.10 Telepayment
2.4 Provisions relative to accounts in foreign currencies
2.5 Statement of account - Execution slip - Invoice - Approval of operations
3 - FINANCIAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1 Value dating of operations
3.2 Statement of account - Interest and charges
3.3 Financial terms applicable to services and certain operating credits
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3.3.1 Services
3.3.2 Discount
3.3.3 Cash facilities
3.4 Annual Proportional Interest Rate
3.4.1 Overdraft
3.4.2 Discount
3.4.3 Other credits
4 - TRANSFERRING THE ACCOUNT TO ANOTHER BRANCH OF THE BANK . . . . . . . . . . . . . . . . .
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5 - CLOSING THE ACCOUNT AND TERMINATING FACILITIES . . . . . . . . . . . . . . . . . . . . . . .
5.1 Term of the Agreement
5.2 Termination of facilities
5.3 Closing the current account
5.4 Joint provisions for closing accounts and terminating facilities
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6 - GENERAL PROVISIONS APPLICABLE TO ALL ACCOUNTS AND SERVICES . . . . . . . . . . .
6.1 Changes to services and to the agreement
6.2 Business Affairs Centre and Customer Relations Department
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The present documents are meant for information only the French text is authentic
CONTENTS
PART II –
INVESTMENT SERVICES
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 1 – PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 2 – CUSTOMER CATEGORISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 3 – SUITABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 4 – ACCOUNT KEEPING – CUSTODY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 5 – RECEIPT AND TRANSMISSION OF ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 6 – LCL’s OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.27
Article 7 – CUSTOMER OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 8 – SPECIFIC RULES FOR SECURITIES IN REGISTERED FORM . . . . . . . . . . . . . . . . . . . . . .
P.28
Article 9 – OPERATIONS ON REGULATED MARKETS INVOLVING SPECIFIC RISKS . . . . . . . . . . . . . .
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Article 10 – COVER FOR ORDERS ON REGULATED FINANCIAL FUTURES MARKETS . . . . . . . . . . . .
P.28
Article 11 – SECURITIES GUARANTEE MECHANISM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.29
Article 12 – DEFERRED SETTLEMENT SERVICE ORDERS (OSRD) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 13 – CUSTOMER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 14 – INCIDENTS ON THE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.32
Article 15 – RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.32
Article 16 – LEGAL OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.32
Article 17 – CLOSING THE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Appendix 1 - REGULATIONS APPLICABLE TO HOLDERS OF AMERICAN SECURITIES
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PART III –
JOINT PROVISIONS
1 - DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.1 Personal information protection clause
1.2 “Personal Data Protection”
1.3 Recording of telephone conversations
1.4 Combat against money laundering, terrorist financing, corruption, bribery and fraud
and compliance with embargoes
1.5 Electronic mail shots and prospecting
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2 - GUARANTEE OF DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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3 - GOVERNING LAW - COMPETENT JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
P.35
These general terms and conditions apply to any account opened by the Client with Crédit Lyonnais, unless expressly
specified otherwise.
This Agreement, including the general and particular terms of conditions relative to current accounts (part I),
the provisions relative to investment services (part II) and joint provisions (part III) is hereinafter called the “Agreement”.
The financial terms applicable to the most frequent operations are specified in the “Rates applicable to the main
operations by Corporate and Institutional Customers”.
The Agreement takes into account the provisions of the Monetary and Financial Code, notably including the provisions
of articles L133-2 and L314-5.
PART I
CURRENT ACCOUNTS
By opening a current account, its holder, hereinafter called "the Customer”, and LE CREDIT LYONNAIS, hereinafter
called “the Bank” or “LCL”, agree to place in a single account the amounts due under operations they may perform
together.
These are credits and debits to the account that guarantee each other and offset each other to form a balance which
alone is payable. The sureties that guarantee the debts on a current account remain in force, but they cover the debit
balance determined when the account is closed.
The current account encompasses all obligations that exist and shall exist in the future between the Customer
and LCL even though operations are posted in different accounts, opened or to be opened, including time accounts,
except for those resulting from operations which are expressly excluded from the current account.
The current account balance includes debts with a cause prior to its calculation but which, still contingent on that date,
shall only accrue in the Bank’s favour later. The balance on the statement of account is only final when all outstanding
operations have been settled.
1 - OPENING THE ACCOUNT
1.1 Documents to be provided when opening the account
When requesting the opening of an account, the Customer must provide LCL with:
l a current abstract from the register of companies less than three months old,
l a copy, duly certified by the legal representative of the account holding company’s articles of incorporation and of any
amendment thereto,
l a copy, certified true by the legal representative of documents appointing the legal representatives of the account
holding company,
l the last three balance sheets certified by a chartered accountant or the legal representatives
Legal representatives must provide proof of identity and residence at the same time as they give a specimen of their signature.
Further documents or information may be requested, particularly for accounts opened by regulated professions or legal
entities whose registered offices are located abroad.
1.2 Authorizations and powers of attorney
Operations are performed under the signature of the account holder or that of its legal representatives. Authorized persons
may appoint a representative by signing a power of attorney that, depending on their choice, enables the representative,
who may have the power of delegation to perform all operations or some of them only.
The representative shall leave a specimen signature at the same time as providing proof of identity. Where use of a facsimile
signature is authorized by law, particularly for the endorsement of cheques and drafts, the Bank shall be notified thereof and
the procedure shall have to be accepted by it.
The Customer may cancel any proxy subject to notifying the Bank thereof, in writing.
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Even in the event their holders leave their functions, the signing powers granted by legal representatives remain valid vis-à-vis
the Bank until the latter shall have been notified of their cancellation or amendment.
1.3 Information to be provided to the Bank
The Customer shall notify the Bank as soon as possible of any change in the information provided at the time the account
was opened (notably amendments to the Articles of Incorporation or changes of managers).
Furthermore, every year it shall send to LCL its balance sheet and the notes to its financial statements, notably its statutory
auditors’ reports or, in the absence of statutory auditor, its balance sheet prepared and signed by a chartered accountant
as well as any other compulsory forecasts and accounting documents or documents that the Bank may require showing
its financial situation.
As part of its due diligence obligations as a financial organization, particularly in terms of money laundering, LCL may have
to ask for explanations about certain operations, their origin and their beneficiary. The Customer undertakes to provide
the Bank with all documents or information so required.
2 - OPERATION OF THE ACCOUNT
The following provisions concern general rules applicable to operations and are not an unconditional offer of services.
Some of them entail signing a specific agreement and/or are subject to conditions of performance specified in technical
documents provided to the Customer.
The Bank’s responsibility in terms of collection times and of the time period for sending notices of dishonour is limited
to cases where the usual deadlines are exceeded due to gross negligence.
2.1 Operations credited to the account
The Bank accepts all means of payment to credit the account:
cash,
l cheques,
l drafts for which the Customer is beneficiary or holder,
l transfers in the Customer’s favour,
l payments by bank card,
l collection items issued by the Customer such as domestic direct debit (ADP), SEPA direct debit (SDD), interbank
payment Order (TIP) and Telepayments.
l
The Bank also receives payment instruments from overseas such as:
l incoming transfers (payment Orders from abroad payable at the Bank),
l collection of cheques payable abroad,
l collection of payment instruments payable abroad,
l documentary collections.
Remittances are credited to the account and given value according to type in compliance with the provisions of paragraph 3.1
below. Credit to the account is "under usual reserves” i.e., subject to actual collection by LCL of the amount of the remittance.
The Bank reserves the right to select remittances. The checks it has to carry out under applicable regulations, particularly
for cross-border fund flows, may lead it to defer the entry to the account. The time periods for the execution of collections
under transfers are specified in the "Rates applicable to the main operations by Corporate and Institutional Customers".
When the Bank accepts collections in connection with bank card Transactions, this service is subject to a specific agreement.
2.1.2 Dishonoured items
Information
The Customer is notified of dishonoured items within time frames and according to methods specific to each means of
payment (entry on the statement or specific advice, telematic or electronic information).
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Payability
Any dishonoured item is due and payable forthwith. These items are charged to the current account, increased by rejection
costs. When there are not sufficient funds in the current account, dishonoured drafts and cheques are,
at the Bank's initiative, posted to a dishonoured item account excluded from the current account to enable the Bank
to exercise its recourse. Unless otherwise agreed, the dishonoured items account shall serve interest in the same conditions as the current account.
Return of drafts and cheques
Dishonoured cheques are returned to the Customer, upon its written request, after a charge back to the current account
except in the case of an interbank rejection for technical reasons.
2.2 Operations debited to the account
The following items are debited to the account:
cash withdrawals ;
l payments by the Bank for the Customer’s account or to its order:
l cheques,
l domiciled drafts,
l transfers,
l payment by bank card,
l domestic direct debit (ADP), SEPA direct debit (SDD),
l interbank payment orders (TIP),
l telepayments.
l
l
payments abroad such as:
l transfers (international transfers),
l cheques,
l clean or documentary drafts,
l documentary collections.
l
lastly, any and all amounts due to the Bank in connection with operations with the Customer such as interest, fees, costs,
bank charges, repayment instalments, and reimbursements of all and any amounts paid by the Bank upon an order from
the Client. These entries are assigned a value date according to type in compliance with the provisions of paragraph 3.1
below. The checks that the Bank is required to make under applicable laws and regulations, particularly cross-border fund
flows, may lead it to defer the execution of an order. Execution times for transfers are specified in the "Rates applicable
to the main operations by Corporate and Institutional Customers".
2.2.2 Sufficient funds
The Customer’s orders are executed subject to there being sufficient funds available in the account.
LCL may reduce or terminate without notice an overdraft it may have exceptionally authorized and the Customer must,
when there are insufficient funds in its account for a certain operation, obtain the Bank’s prior agreement, notably
before issuing cheques.
Failing this, the payment may be refused with all ensuing consequences.
In this regard, it is specified that if a cheque is dishonoured due to insufficient funds in the Customer’s account,
the accountholder will be prohibited from issuing further cheques across the banking system. This prohibition will be
recorded in Banque de France’s files until the payment is regularized for a period of up to five years.
When the Bank has to notify the Customer of an abnormal operation of its account, it may do so by mail sent to the Customer’s
last known address, by fax, telephone or e-mail to a machine the Client usually uses in its relations with the Bank. It is
understood that this notice shall serve as a warning as to the consequences, referred to above, of insufficient funds.
2.2.3 Receiving the Customer’s orders
Generally, except when the Customer may, under a special agreement, send its Orders otherwise, LCL shall only accept
original orders given in writing in paper form and bearing the handwritten signature of a duly empowered officer appearing
on its face to be in conformity with the specimen in our books.
As a consequence of the foregoing, in the absence of instructions given in said form and unless otherwise agreed, the Bank
may defer the execution of an order until it receives confirmation of the latter via any means it shall deem appropriate.
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If LCL exceptionally accepts to perform an order sent by the Client in any other form, the Customer shall indemnify
and release LCL of all consequences that may result from the use of any means other than the original paper document
bearing a handwritten signature, particularly due to a technical failure, an error, insufficient or imprecise instructions
such as abusive or fraudulent use of the means of transmission.
The foregoing provisions also apply to any instruction letter from the Client ordering the Bank to issue or cause to be issued
an off-B/S commitment.
2.3 Provisions relative to certain payment instruments
2.3.1 Cheques
Cheque forms
These are issued crossed and non-endorsable except in favour of a bank or a similar institution.
Even in the absence of a prohibition to issue cheques, the Bank is authorized under applicable laws and regulations
to refuse to issue cheques other than those for withdrawing cash over the counter and to ask at any time the account
holder to return all the blank cheque in its possession.
It is the Customer's interest to ensure that cheque books are kept and used only by itself or its duly authorized representatives.
Failing this, it shall be liable in case of fraudulent use.
Stopping payment on cheques
Under the provisions of article L131-35 of the Monetary and Financial Code, stopping payment on a cheque is strictly
limited to the following cases:
• the cheque is lost or stolen,
• fraudulent use of the cheque,
• protection, court-ordered reorganization or liquidation of the holder of the cheque.
The Customer shall be liable to criminal penalties if it stops payment on a cheque for any other motive.
Any stop payment instruction must be confirmed forthwith to the Bank in writing.
The Bank cannot refuse to pay a cheque when the stop payment order is based on a reason other than those specified
above or until it has received a written confirmation specifying the reason for stopping payment.
2.3.2 Drafts
The Bank shall pay drafts upon the Customer’s formal instructions only. The Customer must give its instructions
sufficiently ahead of the due date of the drafts, in writing or via any other mutually agreed means, notably including
telematic or electronic means.
2.3.3 Payment services
2.3.3.1 General
Under the meaning of the Agreement.
Payment services are those listed in article L314-1 of the Monetary and Financial Code. Payment services are mainly cash
payment and withdrawal services, payments and withdrawals by bank card, payments and collections via transfers, direct
debits, interbank payment orders (TIP) and telepayments.
The providers of payment services are payment and credit institutions.
“Working Days” are business days in the meaning of article L133-4 of the Monetary and Financial Code.
The Bank’s Business Days are any day from Monday to Friday, except for legal holidays, Good Friday and Boxing Day
and for the days on which the interbank exchange systems are not operating.
If an execution date falls on a day which is not a working day, it shall be deferred to the next following Working Day.
For technical reasons the use of some services is subject to cut off times. The latter are specified, when applicable,
in the terms and conditions relative to the payment services concerned.
Regarding operations relative to payment services expressed in euros or in any other currency of a member state of the
European Economic Area (EEA), the value date of operations debited to the account cannot be prior to the date of the
debit to the account and the value date of operations credited to the account cannot be later than the Working Day on
which the Bank was credited.
The “Exchange rate” is determined by the Bank according to a daily fixing price procedure based on the Bank’s overall
position for the currency in question. The rate is recorded on the date of receipt of the order or, if necessary, the day after
the date of receipt. The Customer accepts all foreign exchange risks due to variations in the rate of the currency in question.
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SEPA (Single Euro Payments Area) includes the EU member countries plus Norway, Iceland, Liechtenstein, Switzerland and
Monaco. SEPA means of payment (bank cards, transfers, direct debits) make it as easy to pay in one’s home country as in the
other SEPA countries. In application of European Regulation (EU) No. 260/2012, they will definitively replace domestic payment
instruments in the different SEPA countries on 1 February 2014.
Some payment instruments have built-in customized security systems using whatever technical device assigned by the Bank
to the Customer for use in connection with a payment instrument. This system, which is specific to the Customer for identification
purposes, is under the Customer’s responsibility.
The Customer shall take all reasonable steps to protect the security of its payment instrument.
In case of loss, theft or misappropriation of any such payment instrument, the Customer must notify LCL thereof forthwith
subject to a confirmation in writing.
In case of an unauthorized or improper operation, the Customer must challenge it in writing without delay. Whatever the case,
no such complaint shall be taken into account thirteen (13) months from the date on which the account is debited.
2.3.3.2 Over-the-counter operations
The Customer may make cash payments and withdrawals over the Bank’s counters.
In case of such payments, the Bank checks that tendered cash is genuine and valid before posting it into the accounts.
Cash payments may be made either at LCL branches providing such services or at dedicated ATMs using a card.
Evidence of the deposit and of its amount results from the inventory made by the Bank or by its agents.
The person who makes an over-the-counter cash payment or withdrawal at a branch or who asks for an express deposit
card to make deposits at ATMs must previously show valid ID.
Amounts paid in by the Customer are credited to its account the day on which the funds are credited to the Bank’s account.
Amounts withdrawn by the Customer are debited from its account the day on which the funds are debited from the
Bank’s account.
2.3.3.3 e-cash operations
Operations performed with payment and withdrawal cards are subject to specific agreements between the Bank and the
Customer, whether the latter acts as cardholder or merchant.
2.3.3.4 Transfers issued
Conditions of execution of transfers
Within the timeframe agreed upon below, the Bank shall execute transfer orders sent by the Customer either in writing or under
mutually agreed technical conditions, IT, computer to computer or electronic form, stating the references of the debit account,
the amount, the currency of payment and the banking particulars of the beneficiary or beneficiaries. Until 31 January 2014,
banking particulars to be used are the International Bank Account Number (IBAN) and the bank’s Bank Identifier Code (BIC).
Starting 1 February 2014, transmission of the BIC code will become optional for national operators. However if the Customer
provides a BIC for this type of operation, however, the Bank will consider that transmission of said BIC constitutes an express order
without modification for executing the transfer. The Bank cannot be held responsible if the BIC supplied by the Customer is erroneous.
The Bank shall process the Customer’s transfer orders based on the banking particulars of the beneficiary as stated in the order
and shall not have to check the beneficiary’s banking ID. If these details are inaccurate, the Bank shall not be liable for the improper
execution of the transfer. At the Customer’s request, however, it shall endeavour to recover the funds involved in the payment.
To execute a transfer, the Bank can go through another institution when it does not maintain a relationship with the
beneficiary’s payment service provider.
If the Bank refuses to execute a transfer order, it shall notify the Customer thereof, giving the reason therefor, unless prohibited
by law. This notice is given in writing in any form whatsoever or using the communication vectors agreed upon with the Customer.
Transfer execution deadlines
The timeframe for the execution of transfers starts to run upon receipt of the order until it is credited to the beneficiary’s
payment service provider. Regarding transfers sent in advance, the date of receipt of the order corresponds to the date
of execution requested by the Customer.
Transfer orders expressed in euros to a payment service provider in the European Economic Area are executed within
a maximum of one (1) Working Day from their date of receipt by the Bank. This maximum execution the timeframe
is extended to two (2) Working Days for orders sent in paper form.
Transfer orders within the European Economic Area expressed in the currency of one member state other than the euro
shall be executed within a maximum of four (4) Working Days from their date of receipt.
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Transfer orders in favour of a payment service provider outside the European Economic Area as well as those issued in a
currency of a state outside the European Economic Area are executed within the best possible timeframe allowing for their
special characteristics.
The Bank may have to defer the transfer of funds to the receiving payment service providers as a consequence of the
checks it is required to perform under the provisions of regulations in force, particularly concerning cross-border fund
flows. The execution time stated in the “Rates applicable to the main operations by Corporate and Institutional
Customers” means subsequent to such checks.
The Bank is responsible for the proper execution of the transfer unless it can show evidence that the beneficiary’s payment
service provider has received the transfer amount within the above specified deadlines and excepting cases of force majeure.
Cost sharing
For transfers in favour of an account within the European Economic Area in euros or in the currency of an EEA member
state which do not require a monetary conversion, LCL and the beneficiary’s payment service provider each charge their
own expenses (SHARE expense option) and it is not possible to give instructions to the contrary.
Information
Once these transfers have been made, the Bank provides the Customer with the following information: the name of
beneficiary, the total amount of relative costs, the amount and the date of debit to the account and for cross-border
transfers an execution slip, if appropriate, to specify the rate of exchange.
Cancelling or putting transfer orders on hold
Any transfer order may be cancelled or suspended by the Customer upon written request sent to the Bank and received by the
latter at the latest the Working Day immediately before its scheduled execution date. After this date, the order is irrevocable.
2.3.3.5 Transfers received
When receiving a transfer, the Bank is only required to check that the Customer’s bank particulars are accurate.
Received transfers expressed in the currency of a European Economic Area member state are available on the day of receipt
by the Bank except for those involving a monetary conversion.
The checks that the Bank must perform under the provisions of regulations in force, notably including for cross-border
fund flows, may lead the Bank to defer crediting the amounts to the Customer. The execution time stated in the “Rates
applicable to the main operations by Corporate and Institutional Customers” means subsequent to such checks.
Transfers received in the currency of a country outside the European Economic Area are available within the best possible
timeframe in view of their specific characteristics.
The following information is provided in connection with these transfers: the issuer’s name, relative costs, if appropriate,
the amount and the date of credit to the account and for cross-border transfers an execution slip, if appropriate, to specify
the rate of exchange.
The Bank can reverse to the debit of the Client’s account the amount of a received transfer when the latter has been issued
or credited by error or when its amount is incorrect.
2.3.3.6 Direct debiting – On the debit side
Domestic direct debit (ADP)
The Bank executes the direct debits initiated by issuers to which the Customer has previously given a duly completed debit
authorization together with its bank particulars. Unless the amounts of the direct debit are fixed in advance, the issuer of the
direct debit notifies the Customer ahead of the debit date of the amount thus to be debited.
The Customer also authorizes LCL to pay any direct debit presented by a creditor who is the successor in interest
of a creditor in whose favour it had issued its authorization, including following a merger or a partial sale of assets.
In the event the Bank refuses to pay a direct debit, it notifies the Customer thereof giving the reasons therefor, unless
forbidden by law. This notification is made via any means in writing or made available using the means of communication
otherwise agreed with the Customer.
Any payment order sent under a direct debit authorization may be revoked at the Customer’s request in writing to be received
by LCL three (3) Bank Business Days at the latest before the scheduled debit date.
The Customer may also ask LCL to cancel its direct debit authorization in favour of a creditor. The latter shall then no longer
be able to collect its direct debit orders.
The Customer may ask LCL to repay any direct debit made under a valid direct debit authorization during the eight (8) weeks
following the date of the debit to its account. This time period is extended to thirteen (13) months for an operation it has not
authorized. The Bank shall have no liability whatsoever for the consequences thereof in the obligations between the
Customer and the beneficiary of the direct debit.
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If the dispute relates to an unauthorized operation, the Bank shall refuse to execute subsequent operations.
In accordance with European Regulation (EU) No. 260/2012, national direct debit may no longer be used as of 1 February
2014. It will be replaced by SEPA direct debit, including for operations performed in France.
SEPA Direct Debit (SDD)
SDD is a direct debit in euros available within the SEPA.
SDD requires prior signature by the debtor, here, the Customer, in favour of the creditor (Creditor) of a SDD authorization
(the Mandate). By signing this Mandate, the Customer authorizes the Creditor to issue SDD debiting its account and the
Bank to debit its account.
The Creditor keeps in its records the duly signed Mandate which, unlike the domestic direct debit authorization (ADP),
is not sent to LCL.
The Creditor must provide the Customer with its SEPA Creditor Identifier (ICS) as well as the Unique Mandate Reference
(RUM) being specified that this information alone enables the Bank to identify the SDD.
The Creditor must notify the Customer in advance of each SDD specifying the amount and the due date in accordance with
agreed upon conditions.
SDD can be used for recurring as well as one-off payments.
The Customer may refuse any charge of SDD to its account. In this case, it must notify LCL thereof, which shall
systematically reject any SDD presented on its account.
Any revocation of an SDD mandate must be sent by the Customer to the Creditor directly. Such revocation can also be
notified to LCL in writing three (3) Bank Business Days at the latest before the date of debit.
The provisions relative to the revocation of a payment order and to the time period for challenging the direct debit specified
in the paragraph “domestic direct debit (ADP)” also apply to SDDs.
Any request or complaint relative to a SDD sent to LCL must specify the relevant SEPA Creditor Identifier (ICS) and the
Unique Mandate Reference (RUM).
In the event the Bank refuses to pay a SDD, it notifies the Customer thereof giving the reasons therefor, unless forbidden
by law. Such notification is sent via any means in writing or made available using the communication vectors otherwise
agreed upon with the Customer.
Migration from the domestic direct debit authorization (ADP) to SEPA direct debit (SDD)
SEPA direct debit will replace domestic direct debit (ADP) no later than 1 February 2014. Any creditor who decides
to use SEPA must previously notify the Customer thereof and provide its SEPA Creditor Identifier (ICS) and its Unique
Mandate Reference or References (RUM) under the agreement or agreements entered into between them.
The Customer may refuse to accept payment via SDD. In such cases, the Customer shall agree directly with the Creditor
on the alternative method of payment.
If the Customer accepts payment via a SDD, when it has already given the domestic direct debit authorization (ADP)
on its account for the Creditor, it shall not have to sign a SDD authorization, as its acceptance of the domestic direct
debit (ADP) is valid for the SEPA direct debit.
Likewise, the Customer also benefits by the same principle for stop payment instructions previously sent to the Bank.
As a consequence, it is not necessary to renew stop payment instructions sent prior to the migration.
If a stop payment instruction had been given for a creditor with whom the Customer has entered into more than one
contracts, any SDD in favour of said creditor shall be rejected. As a consequence thereof, to maintain a direct debit
relative to a particular contract, the Customer must contact its LCL Corporate branch.
2.3.3.7 Direct debit – Biller’s collections
In this situation, the Customer - who is the creditor - issues an order to charge the direct debit to the debtor’s account (the “Debtor”).
Domestic Direct Debit (ADP) and SEPA direct debit are two automated means of payment available to collect recurring or one-off
commercial invoices expressed in euros only. They leave the Customer the initiative of collecting its receivables from its debtor.
ADP can be used between two accounts open within the French national territory and in the Principality of Monaco
until 31 January 2014.
Starting on 1 February 2014, only SEPA direct debit can be used between two accounts opened within the SEPA.
Collections of Domestic Direct Debit (ADP)
LCL collects direct debits in the Customer’s favour. The use of direct debit is conditional upon the creditor having
a single “MNE” Domestic Issuer Number per SIREN assigned by Banque de France at LCL’s request.
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To issue a domestic direct debit authorization (ADP), the Client must previously have obtained a direct debit request and
the direct debit authorization together with the banking details of the debtor, which must both be signed by the Debtor.
The direct debit request must be retained by the Customer, as creditor.
The direct debit authorization (ADP) must be sent by the Customer to the Debtor’s bank to enable it to pay direct debit sent
for collection.
The Customer must also notify the Debtor of the amounts to be charged prior to each debit date by providing invoices,
payment or repayment schedules or via any other agreed means, particularly to give it the possibility of challenging
the debit in case of disagreement.
Since domestic direct debit collections are under usual reserves, the proceeds shall finally accrue to the Client only at the
end of thirteen (13) months from the date of the charge to the Debtor’s account.
Collection of SEPA direct debit
Please note the following provisions only concern standard SEPA direct debit (SEPA Core Direct Debit or SDD Core)
which is available to both natural persons and legal entities.
The Customer acknowledges that it is aware of the methods and conditions of operation of the SEPA direct debit which
are binding upon each user of this form of payment and agrees to duly observe them. The SEPA regulations to which
these general terms and conditions refer are available and regularly updated on the websites of the Comité Français
d’Organisation et de Normalisation Bancaires (CFONB) (http://www.cfonb.org) and of the EPC (European Payment
Council) (http://www.europeanpamentscouncil.eu).
LCL attends to the collection of SEPA direct debits in the Customer’s favour.
Collection of SEPA direct debits are carried out by electronic data interchange (EDI). These interchanges are governed by a
special agreement signed between LCL and the Customer depending on the communication channel used by the Customer.
The Customer and the Debtor are each identified individually when processing the SEPA direct debit by their IBAN / BIC
pairs, which notably appear on the summary of banking particulars (RIB) provided by their respective banks.
Starting 1 February 2014, transmission of the BIC code BIC will become optional for national operators. If the Customer
provides a BIC for this type of operation, however, the Bank will consider that transmission of said BIC constitutes an
express order without modification for executing the transfer. The Bank cannot be held responsible if the BIC supplied
by the Customer is erroneous.
The use of SEPA direct debit is subject to the Customer, as creditor, having a single SEPA Creditor Identifier (ICS) per
SIREN assigned by Banque de France at LCL’s request. To issue a SEPA direct debit, the Customer must previously have
had its Debtor sign a single “SEPA direct debit Mandate” form (the “Mandate”) and have issued to it the Single Mandate
Reference (RUM) which it has itself assigned to the Mandate. The specimen of the Mandate must be in conformity with
the format required by the regulations as indicated in the CFONB’s brochure, “Le prélèvement SEPA – SEPA Core Direct
Debit”. In the Mandate, the Customer must indicate the name or business name that is to appear in the SEPA direct
debit orders and in the information returned to the Debtor.
When the Customer enters into several contracts with one and the same debtor, a specific Mandate must be signed for
each individual contract. The Customer can only issue one single SEPA direct debit under a one-off Mandate.
The SEPA Creditor Identifier / Single Mandate Reference pair ensures the single identification of the contract within SEPA
and must be stated on each direct debit sent for collection.
Through the Mandate the Debtor authorizes the Customer to issue SEPA direct debit orders against its account and its bank
to charge its account with the amount of presented orders.
The Customer cannot initiate payment without this authorization from the Debtor.
The Customer is required to provide his Debtor with contact information enabling the Debtor to contact the Customer in
case of a modification to or revocation of the Mandate or of a claim.
The Mandate, duly filled in and signed by the Debtor, must be kept by the Customer under its sole responsibility, so as to
be in a position to prove its existence if necessary, notably at LCL’s request.
Any change in the Mandate’s data, at the Customer’s initiative, must be notified to the Debtor. Any change at the Debtor’s
initiative must be notified by the Debtor to the Customer.
The Customer agrees to update its SEPA direct debits if the Mandates are changed by the Debtor or by the Customer in
keeping with the procedure described in the CFONB. These changes in the data must be transmitted by the Customer via
LCL to the Debtor’s bank in the following SEPA direct debit order.
The Customer must keep all proof and the history of these changes so as to be in a position to meet any requests from
the Debtors’ banks.
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Any change relative to the Customer’s identity must be notified to LCL by the Customer himself. The latter particularly
undertakes to notify LCL in case of merger, amalgamation, sale of assets or internal reorganization involving a change
in the creditor identifier (ICS) and to comply with the procedures and deadlines laid down in the CFONB.
The Customer must cease to issue any SEPA direct debit order in case of cancellation of the Mandate by the Debtor or when
no direct debit has been made in any thirty-six (36) month period. To issue new SEPA direct debit orders under the concerned
contract, the Customer must have the Debtor sign a new Mandate which shall include a new Single Mandate Reference.
Failing a Mandate, or if the latter is cancelled or has expired, a direct debit shall be deemed to be made by the Customer
without the Debtor’s agreement, and shall consequently be regarded as an unauthorized operation.
Unless expressly agreed otherwise, the Customer must send the Debtor prior notice no less than fourteen (14) calendar days
before the due date of each SEPA direct debit. Such prior information may be provided through an invoice, a payment or repayment
schedule, a notice or any other agreed means, notably to give the Debtor the possibility of challenging the payment in case of
disagreement. This information must at least include the ICS/RUM identification as well as the amount and the due date.
The rules relative to the time period for the interbank exchange of a SEPA direct debit vary according to the type of operation:
The direct debit order must be received by the Debtor’s bank no more than five (5) Bank Business Days in the case of a first
operation or a one-off operation for a given amount (identified by the Single Mandate Reference) or two (2) Bank Business
Days before the due date for recurring operations.
LCL may have to cancel a SEPA direct debit, whether before or after the interbank payment, possibly upon request by
the Customer. These operations must remain exceptional.
Given the regulations currently in force, collection of SEPA direct debits shall not become definitive for the Creditor until
after thirteen (13) months from the date upon which the Debtor’s account is debited, increased by a period of 30 calendar
days (maximum duration of the challenge procedure), to which 4 business days may also be added, corresponding
to the time for interbank exchanges.
- If direct debits are rejected
SEPA direct debit orders may be rejected at the initiative of the Debtor’s bank (lack of funds, account closed, deceased
debtor, etc.) before or after interbank payment and crediting to the Customer’s account.
- If requests for reimbursement are made by the Debtor
Within eight (8) weeks after the date on which the Debtor’s account is debited, the Debtor may challenge any operation,
whether authorised or not, and may ask the bank for reimbursement. The Debtor’s bank then transmits the request
for reimbursement to LCL, which is required to accept the request for reimbursement of the SEPA direct debit.
- If operations are challenged by the Debtor
After eight (8) weeks and within a period of thirteen (13) months from the date on which the Debtor’s account is debited,
the Debtor may only challenge an operation on the basis of unauthorised operations within the meaning of article L.133-23
of the Monetary and Financial Code. The Debtor’s bank is required to verify the existence of consent given by the
Customer, as the case may be, by implementing a research procedure.
For this, the Customer agrees to make the Mandate and/or proof of the existence of the Mandate available to LCL
if the Debtor’s bank requests it from LCL.
Any SEPA direct debit returned unpaid further to a challenge by the Debtor’s bank to LCL shall be reversed from
the Customer’s account including compensating interest, if any, claimed by the debtor’s bank.
Migration from the national direct debit (ADP) to the SEPA direct debit (SDD)
In application of European Regulation (EU) No. 260/2012, migration of domestic direct debit (ADP) to SEPA direct debit
must be completed no later than 1 February 2014.
As of said date, the Customer must have undertaken migration of all domestic direct debits under way or have had
the SEPA direct debit mandates signed by the Debtors in order to continue performing direct debits.
The Customer may, at its own initiative, convert the domestic direct debit (ADP) processes already agreed with its Debtors
into SEPA direct debit (hereinafter the “Migration”). In this case, the Customer must observe all the applicable regulatory
requirements, notably as specified in the CFONB’s “Migration from the domestic direct debit to SEPA direct debit” brochure.
As part of the Migration, it shall not be necessary for the Customer which currently charges the Debtor via direct debit
(ADP) to have the Debtor sign again for a SEPA direct debit mandate, since the agreement given previously for domestic
direct debit (ADP) is valid for collections via SEPA direct debit.
Likewise, the Debtor’s stop payment orders under domestic direct debit continue to be valid when the Customer switches
to SEPA direct debit.
The Customer shall previously notify the Debtor of the date from which it shall substitute SEPA direct debit for domestic direct
debit. Such notice shall be sent via any means at the Customer’s convenience as soon as possible and in any event at the latest
fourteen (14) calendar days before the due date of the SEPA direct debit unless otherwise agreed between the parties.
On this occasion, the Customer shall particularly provide the Debtor with: its SEPA Creditor Identifier (ICS), the Single Mandate
Reference or References assigned to each of its contracts, the particulars (contacts) to which the Debtor is required to send
its request for change or cancellation of the Mandate or its complaints relative to SEPA direct debits.
Unless the Debtor is not in agreement, the creditor can proceed with the Migration.
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When the Migration is performed for a given contract, the Customer must cease to issue domestic direct debits (ADP)
in connection with the contract in question.
The first SEPA direct debit after the switch from domestic direct debit must be presented as the first operation under
a mandate and must consequently be exchanged between banks five (5) Bank Business Days at the latest before its
due date.
From a technical viewpoint, the first SEPA direct debit must conform with the relevant technical Appendix in CFONB’s
“Migration from domestic direct debit to SEPA direct debit” brochure.
From the Customer’s date of migration to SEPA direct debit, the rules laid down in the CFONB Brochure
“Le prélèvement SEPA – SEPA Core Direct Debit” apply in replacement of those in the “Le prélèvement national”
(Domestic Direct Debit) Brochure.
Joint provisions of domestic (ADP) and SEPA direct debit
LCL handles the collection of direct debits in the Customer’s favour for the required due date so long as the Customer
complies with the standards relative to the transmission of direct debit orders and the orders are sent within the deadlines
specified in the “Rates applicable to the main operations by Corporate and Institutional Customers”.
In the event LCL is not in a position to execute the direct debit orders, notably if the data provided cannot be properly
used or do not conform with the standards, LCL shall notify the Customer of its refusal, giving the reason therefor.
This information is notified to the Customer via any agreed means.
If the due date stated by the Customer in its remittance shows an anomaly (e.g if the due date of the direct debit is before
the date on which the relevant orders are given to the Bank…) the due date is automatically calculated again by the Bank
to enable the execution of the Customer’s collection at the earliest, i.e. the first business day technically possible allowing
for the interbank exchange time.
LCL executes the direct debits sent in by the Customer under the jointly agreed technical conditions, stating the reference
of the credit account, the amounts of operations as well as the banking particulars of the recipients in accordance with
banking standards in force.
The Bank acts as the account keeper and payment service provider, and has absolutely nothing to do with the underlying
obligations between the Customer and the Debtor.
Consequently, the Customer is hereby informed that direct debit operations are executed “under usual reserves”
and may give rise to a reversal of the debit to the account under the conditions indicated below.
The Customer accepts dishonoured and rejected items returned to LCL by the Debtor’s bank.
When a direct debit is returned dishonoured, LCL immediately charges back the amount from the Customer’s account
or from a specific account designated by the Customer at the latter’s option.
The Customer shall contact its Debtor to obtain payment of the amounts due to it. Any dispute in connection with the
Contract must be settled directly between the Customer and its Debtor.
In the event the direct debit collection service is discontinued for any reason whatsoever, the Customer shall owe LCL
the amount of collections returned unpaid. The Customer hereby undertakes to repay the Bank via any means or at the
Bank’s request to issue a guarantee in the latter’s favour to cover the risk related to these dishonoured items, if any.
2.3.3.8 Interbank payment orders (TIP) to the debit of the account
The Customer may use this type of service at the request of a creditor organization which shall send the Customer an
Interbank payment order (TIP) to this purpose, which the Customer must return duly dated and signed to authorize
debits to its account.
In the event the Bank refuses to pay a TIP, it notifies the Customer thereof, giving the reason therefor, unless prohibited
by law. This notice of refusal is sent in writing in any form whatsoever or via the communication vectors otherwise
agreed upon with the Customer.
2.3.3.9 TIPs sent for collection
LCL collects TIPs in favour of the Customer. The use of the TIPs is subject to the Customer’s having a single national
issuer number (NNE) per SIREN assigned by Banque de France at the Bank’s request.
LCL processes the collection upon receipt of the TIP remittance in accordance with the applicable interbank standards.
Since TIP collections are under usual reserves, they only accrue to the Customer upon expiry of a thirteen (13) month
period from the date of the debit to the debtor’s account.
When a TIP is dishonoured, LCL debits immediately the amount from the Customer’s account or from a specific account
at the Customer’s option.
In case of discontinuation of the service for any reason whatsoever, the Customer owes the Bank the amount of dishonoured
remittances. The Customer agrees to reimburse the Bank via any means or at the Bank’s request to provide a guarantee
in the latter’s favour to cover the risk related to any dishonoured items.
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2.3.3.10 Telepayment
The Customer can use the Telepayment service as either creditor or debtor under the same conditions as for the direct
debit service. As creditor, the Customer must comply with applicable interbank standards regarding the operation of the
service (use of national issuer number (NNE), execution of an interbank telepayment use agreement with the Bank,
collection of debtors’ approval requests, etc.)
The Telepayment service rests on the mandate given by the debtor to the Bank to make payments in a creditor’s favour
through the debit of its account up to the amounts indicated by the creditor. The debtor approves each payment before
it is made via its own means of telecommunication.
The provisions relative to revocation, to the time period for filing complaints and the termination of service applicable
to direct debit shall also apply to Telepayments.
2.4 Provisions relative to accounts in foreign currencies
Under the Agreement, the Customer can open accounts in euros and in quoted and freely transferable foreign currencies.
The functionalities of these accounts in foreign currencies are not exactly identical to those available with accounts in euros.
Likewise, accounts in foreign currencies do not give access to the full range of banking services available with accounts in euros.
The Bank meets its obligations vis-à-vis the Customer in the currency in which the account is denominated.
The Bank’s assets corresponding to the Customers’ accounts in foreign currencies are held with correspondents located
either in the country of origin of the currency in question or in another country. The Customer alone therefore bears the
economic and legal consequences which could affect assets in the country of the currency or in the country where the
funds are deposited following measures taken by said country or by other countries, notably in case of embargo, forbidden
transfers or unavailability of services. and indemnifies the Bank and rejects it liability for any consequences which might
arise therefrom.
The Customer gives mandate to perform an exchange operation:
- when it requests LCL to initiate from its account an operation in a currency other than the account’s currency of denomination,
- when it is the beneficiary of an operation expressed in a currency other than the account’s currency of denomination,
unless specific instructions are given by the Customer.
Exchange operations are performed by the Bank according to a daily fixing price procedure based on the Bank’s overall
position for the currency in question. The rate is recorded on the date of receipt of the order or, if necessary, the day
after the date of receipt. The Customer accepts all foreign exchange risks due to variations in the rate of the currency
in question.
2.5 Statement of account – Execution slip – Invoice – Approval of operations
The statement of account itemizes operations recorded on the account during a determined period or sequence and shows
the resulting balance.
It is sent to the Customer according to a frequency agreed upon in the particular conditions and can also be sent computer
to computer or via electronic means.
Through computer to computer or electronic account reporting services, the Customer may be informed of entries posted
to the account even before they are validated by the Bank. These entries have a provisional character.
An execution slip is sent for certain operations posted to the account.
Fees and charges are specified in an invoice.
The statement of account, the execution slip and the invoice are in paper form and at the Customer’s request for some
of them, in electronic form.
The Customer must send any comments it may have within the 30 (thirty) calendar days following the date of the credit
or debit advice or, failing this, the date of the statement of account or of the invoice. Failing any comment in writing on
its part, all the entries, operations, fees and charges shall be deemed to be definitively approved whithout prejudice to
the legal or regulatory provisions providing recourse to the Customer. The statement of account and the invoice shall
be retained by LCL for 10 years.
3 - FINANCIAL TERMS
3.1 Value dating of operations
Each operation posted to the account has two dates:
l the date of entry into the accounts (the “date”) is the date on which the operation is recorded in the books,
l the value date (“value”) is the date taken into account for the calculation of interest in accordance with the “Rates
applicable to the main operations by Corporate and Institutional Customers”.
The value date is a component of the charge for services.
The value dates are specified in the “Rates applicable to the main operations by Corporate and Institutional Customers”
issued to the Customer and available from its LCL Corporate Branch, on request.
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3.2 Statement of account – Interest and charges
The account is balanced every calendar month or quarter, unless a different frequency is specified.
Operations are grouped by value date and the resulting daily value balances are determined.
Each value-adjusted debit balance is multiplied by its term in days to provide the debit balance. Debit balances generate
debit interest and an overdraft fee calculated as follows.
l
debitor interest equals:
total debit days x rate x 1
100 360
l the overdraft fee is calculated on the peak overdraft in each month.
Debit interest, overdraft fee and other fees and charges which may be charged in certain specific conditions of use of the overdraft
together form the bank charges. Bank charges are charged to the account with value as of the first day of the period immediately
following that concerned by the calculation. The calculation of interest, fees and commissions moreover specifies transfer fees
and sundry expenses (balancing charges particularly) due whatever the balance – credit or debit – of the account.
Upon the monthly or quarterly account balancing, the Customer receives a “statement of interest, fees and commissions”
and the “calculation bases” indicating the main elements used in calculating of the bank charges. The conditions applicable
to debit balances, including any, which are specified in the particular conditions, may change at any time, subject to a
fifteen-day prior notice sent via any appropriate means (including subject to special agreement via e.mail). Upon the
expiry of this time period, the change is deemed to have been accepted by the Customer. Whatever the case, no claim
relative to the conditions applied shall be accommodated after the fifteenth day from the date on which the calculation
of interest is sent.
3.3 Financial terms applicable to services and certain operating credits
3.3.1 Services
The financial terms and conditions applicable to usual services are specified in the “Rates applicable to the main operations
by Corporate and Institutional Customers” provided to the Customer when the account is opened. This document can also be
sent to the Customer on request by LCL Corporate Branches. These terms and conditions may change at any time. The terms
and conditions for more specific services are provided to the Customer on request. Most of the time, they are subject
to a specific agreement. Credit interest, when authorized by the applicable regulations, and the terms and conditions
for standard services are also provided to the Customer via any other means in accordance with the provisions of paragraph 6 below. They are liable to change without prior notice.
3.3.2 Discount
Discounting conditions are agreed upon with the Customer. Apart from the fixed minimum specified in the “Rates
applicable to the main operations by Corporate and Institutional Customers” interest is calculated on the basis of the
number of days (subject to a minimum of 10) included between:
l the date on which the drafts are remitted for discounting, excluded,
l and the due date of the draft (if appropriate, deferred to the next following Bank Business Day), included. The number
of days is increased by one banking day for a 360 day year.
3.3.3 Cash facilities
The terms and conditions are agreed upon with the Customer. Unless otherwise agreed, interest is calculated at the nominal
rate on the basis of the number of days the facility is used increased by one bank day for a 360 day year. Interest may
be charged upfront or on the facility’s due date with value as of the due date. When the due date falls on a day which
is not a Bank Business Day, it is deferred to the next immediately Bank Business Day, except for days when the interbank
exchange systems are closed.
3.4 Annual Proportional Interest Rate
The Annual Proportional Interest Rate (“TEG”) is notified to the Customer.
3.4.1 Overdraft
The TEG for overdraft interest and charges (including debit interest, overdraft fee and any other commission that may
be charged in connection with the overdraft) is specified on each bank statement account balancing date. A daily rate
is calculated equal to the total overdraft interest and charge multiplied by 100 and divided by the total number of days
in debit. The annual TEG is calculated by multiplying the daily rate by 365.
3.4.2 Discount
The TEG on the statement sent to the Customer is calculated on the same bases as overdraft interest and charges by the
so-called “numbers” method based on the following formula:
Statement TEG = total interest x 36,500
total numbers
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The "number" which corresponds to each draft is equal to the gross amount of the draft – minus interest – multiplied
by the period.
Low value payment drafts (currently less than € 800) are excluded from TEG calculation and subject to the minimum flat
fee indicated in the “Terms and Conditions applicable to the main operations by Corporate and Institutional Customers”.
3.4.3 Other credits
The TEG is a proportional rate obtained by multiplying the rate of the period by the existing ratio of the duration of
the calendar year to that of the period. The period rate is calculated on an actuarial basis using the unit period that
corresponds to the frequency of payments made by the borrower.
4 - TRANSFERRING THE ACCOUNT TO ANOTHER BRANCH OF THE BANK
LCL has opted for the invariant identification system for its Business Customers’ accounts.
This provides the advantage of enabling accounts to be transferred from one branch to another without changing
account numbers. Thus, cheque books, cards and the domiciliation remain valid.
The transfer must be approved by the branch which is to keep the account.
Unless otherwise expressly specified, all agreements entered into with the initial branch, including this Agreement,
remain applicable at the new branch.
5 - CLOSING THE ACCOUNT AND TERMINATING FACILITIES
5.1 Term of the Agreement
The current account agreement is entered into for an unlimited period of time. The current account may be closed
at any time either at the Customer’s request or at the Bank’s initiative subject to a one-month prior notice, this time period
being extended to two months when the account was opened at Banque de France’s request. During this period, LCL shall
continue to perform everyday operations and to provide cash services subject to there being sufficient funds in the account.
However, if a company is liquidated or sold as part of a recovery plan, the account shall be closed automatically.
When a judgment ordering insolvency proceedings or reorganization is handed down, the account undergoes full
and final settlement. All the debts which arose prior to the judgment shall be applied against the resulting balance.
Where relations are continued after the judgment, operations are posted to a new account number.
5.2 Termination of facilities
If the Bank grants facilities for an unlimited period of time, other than one-off facilities, it may terminate said facilities
at any time or not renew them, subject to a 60-day prior notice. This period will run from the date on which LCL sends
a notice of termination to the address provided for sending bank statements.
5.3 Closing the current account
Unused cheques and cards must be returned when the account is closed.
The balance may only be withdrawn once outstanding operations have been settled and the Bank has issued a closing statement.
To settle outstanding operations, LCL may:
l reverse entries relative to dishonoured drafts and other remittances, while keeping the drafts that it holds when the
account does not have sufficient funds,
l charge to the account any amounts due for indemnities, endorsements or other guarantees,
l and, generally, debit any and all amounts that may be due by the Customer under any of its commitments prior to the
request to close the account.
Whatever the reason for closing the account, the balance, if negative, shall continue to serve interest, fees and charges.
These will be calculated according to the latest contractual conditions increased by three points until all amounts due
to the Bank have been fully paid or repaid. If, due to late payment, interest is due for a full year, it shall in turn serve
interest at the increased rate in accordance with article 1154 of the Code Civil.
5.4 Joint provisions for closing accounts and terminating facilities
Under the provisions of the applicable laws and regulations, LCL may close the account without notice and terminate
facilities whether granted for a limited or an unlimited period, if the account holder commits seriously reprehensible
behaviour or if its situation is irremediably jeopardized.
The Bank is under no circumstances required to renew any one-off or exceptional facility.
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If banking relations are broken off, the Customer may turn to the Credit Mediator. To do so, the Customer can find
all the necessary information on the website (www.mediateurducredit.fr.) or by calling the “Azur” number (price of a
local call) 0810 00 12 10.
6 - GENERAL PROVISIONS APPLICABLE TO ALL ACCOUNTS AND SERVICES
6.1 Changes to services and to the agreement
LCL reserves the right to alter its services, particularly due to changes in technology, laws and regulations and financial
procedures or to improve the quality or the security of operations subject to notifying the Customer thereof. Changes
to these general terms and conditions shall be effective only when the Customer has been duly notified thereof.
Whatever the case, information shall be deemed to have been given when it can be accessed using electronic media
and the Customer has been duly informed of the possibility of accessing it. This applies to the special terms and conditions
relative to a service, to prices or to the general terms and conditions effective at any time. If the Customer is unable to
use such media, the changes may be sent via any appropriate means (notably including by post, a message on a bank
statement or sending a new version of the general terms and conditions). Changes are deemed to have been accepted
by the Customer when the latter continues to use banking services once it has received the relevant information.
6.2 Business Affairs Centre and Customer Relations Department
LCL attaches the utmost importance to the quality of its services. Disagreements may always arise, however, and to
resolve them as quickly as possible, the Customer has access to 2 successive levels of appeal:
Firstly, the Business Affairs Centre that the Customer works with can answer any questions and provide explanations.
If the Customer is not satisfied with the answers provided by the Business Affairs Centre, it may then contact the
Customer Relations Department, enclosing with its correspondence a copy of the initial letter to the Business Affairs
Centre and the response given, at:
LCL - Customer Relations Department
BC 302.02 - 94811 VILLEJUIF cedex
PART II
INVESTMENT SERVICES
FOREWORD
These provisions relative to investment services (the “Provisions”) are set out according to applicable laws
and regulations and particularly those issued by the Autorité des Marchés Financiers (“AMF”).
DEFINITIONS
As used in these Provisions, the following words and expressions have the meaning assigned to them below:
ACCOUNT KEEPING
An activity performed by any intermediary that makes entries in its books recording operations on Financial Instruments
for its Customers’ accounts.
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ACCOUNT KEEPING - CUSTODY
An activity carried out by any intermediary referred to in article L. 542-1 of the Monetary and Financial Code, qualified
as account keeper and custodian in the meaning of AMF’s general rules.
COMPLEX FINANCIAL INSTRUMENTS
A financial Instrument that is not a Simple Financial Instrument is considered as a Complex Financial Instrument.
CONFIRMATION
Any document or form requested by LCL to obtain the Customer's express agreement on the conditions of execution
of an Order or operation.
DURABLE MEDIUM
Any system enabling the Customer to access information sent personally that can be easily referred to in the future
for a period of time suited to the ends for which the information is intended and that enables stored information to be
reproduced in an identical manner.
EXECUTION POLICY
Description of the way in which Investment Service Providers devise and implement an Order Execution Policy to get
the best possible result from their Customers’ Orders in most cases.
FINANCIAL INSTRUMENTS
The Financial Instruments referred to in article L. 211-1 of the Monetary and Financial Code are classified in two categories
as follows non-complex Financial Instruments (hereinafter Simple Financial Instruments) and Complex Financial Instruments.
INVESTMENT ADVICE
The Investment Advisory service involves providing customized recommendations to a Customer, either at its request
or at the initiative of the advising LCL entity on one or several transactions involving Financial Instruments.
INVESTMENT SERVICES PROVIDER (ISP)
A legal entity whose occupation or usual activity involves providing one or several investment services to third parties
and/or investing professionally.
LIQUIDATION
Unwinding of a Position or a set of Positions through a Transaction or a set of Transactions in the opposite direction and bearing
on the same quantity of Financial Instruments as the Transaction or Transactions leading to the opening of the Position.
MARKETS
All markets, stock exchanges or other trading systems, whether or not regulated (multilateral trading system), in which
Transactions are negotiated and executed in compliance with these Provisions.
Mutual fund (FCP)
An undertaking for collective investment in transferable securities which issues units. A mutual fund does not have legal entity
status. Each unitholder has a right of ownership to the assets of the fund in proportion to the number of units owned by it.
ORDER
An instruction given by the Client to LCL to purchase or to sell Financial Instruments on the Markets for its account
or to subscribe or redeem UCITS units or shares.
ORDER EXECUTION
The Order Execution service entails entering into buy or sell agreements relative to one or more Financial Instruments
for a Customer.
OVERALL POSITION
The sum of all the Positions recorded for the Customer's account(s).
PORTFOLIO MANAGEMENT UNDER MANDATE
Portfolio management under mandate means managing, in a discretionary and customized manner, portfolios including
one or several Financial Instruments under mandate granted by a third-party.
POSITION
Commitment resulting from a Transaction.
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RECEIPT AND TRANSMISSION OF ORDERS UNDER MANDATE
The Receipt and Transmission of Orders under Mandate service involves the ISP receiving and transmitting Orders relative
to Financial Instruments for a Customer’s account.
SETTLEMENT
Any cash settlement and/or delivery of securities under one or several Transactions.
SIMPLE EXECUTION
A Simple Execution involves providing the Customer with the Receipt and Transmission of Orders service or the
Execution of Orders service when the following three conditions are met:
l the service involves Simple Financial Instruments,
l the service is provided at the Customer's request,
l Crédit Lyonnais has notified the Customer beforehand that it is not bound to assess the suitable character of the
service or Financial Instrument.
SIMPLE FINANCIAL INSTRUMENTS
I. The following are Simple Financial Instruments:
1. shares admitted for negotiation on a market of a member state of the European Economic Area or an equivalent
market in another country,
2. money market instruments,
3. bonds and other debt instruments, excluding for bonds and other debt instruments that include a derivative,
4. UCITS units or shares complying with directive 85/611/EEC dated 20 December 1985.
II. A Financial Instrument is also deemed to be Simple if it meets the following conditions:
1. it is not:
a) a Financial Instrument referred to in article L. 211-1 of the Monetary and Financial Code when it creates a right to
acquire or to sell another Financial Instrument or involves a cash settlement, fixed by reference to Financial Instruments,
to a currency, an interest rate or a yield, commodities or other indices or measurements,
b) a financial future under the meaning of clause 4 in I of article L. 211-1 of the Monetary and Financial Code,
2. there are frequent opportunities to sell, redeem or realize this instrument at prices which are available to the public
and that are either market prices, quoted prices or prices validated by assessment systems independent of the issuer,
3. it does not imply for the Customer any effective or potential debt exceeding its acquisition cost,
4. its characteristics are specified in appropriate public information that is easily understandable so that Customers may
make decisions in full knowledge of the consequences of transactions on or with this instrument.
KEY INVESTOR INFORMATION DOCUMENT
A document providing information about a UCITS, notably including its characteristics which are essential for the subscriber
to make an informed decision. This document must compulsorily be issued to the potential investor before any subscription.
STOCK MARKET DAY
A day when the Market on which the Customer’s Order is executed is open for trading.
TRADER
An ISP that trades stock exchange Orders.
TRANSACTION
Any operation on Financial Instruments performed under an Order.
TRANSACTION SLIP
Any information provided by LCL to the Customer to confirm the conditions of execution of an Order or operation.
Undertakings for Collective Investment in Transferable Securities (UCITS)
An entity (Mutual Fund or Unit Trust) that manages a portfolio whose funds are invested in Financial Instruments (shares,
bonds, etc).
Unit Trust (SICAV)
A company that manages a portfolio of Financial Instruments.
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Article 1 - PURPOSE
The Provisions specify the conditions in which LCL provides its Customers with the following services:
l Receipt and Transmission of Orders for third parties,
l investment advisory services,
l custody or administration of Financial Instruments for third parties and ancillary services such as cash Account
Keeping for Financial Instruments or financial guarantee management,
l foreign exchange services when they are linked to the provision of investment services,
l services and activities akin to investment services or related services involving the underlying assets of Financial
futures in the list set by decree, when they are connected to the investment or related services.
Unless otherwise specified, it is agreed that the Provisions apply whatever the category of Financial Instrument
negotiated for the Customer’s account.
Article 2 - CUSTOMER CATEGORISATION
2.1 Principle
Under the Provisions of article 314-4 of AMF’s general rules, LCL must classify the Customer in one of the following
categories: non-professional Customer (hereinafter "retail Customer"), professional Customer or eligible counterparty.
The Customer is notified of the category in which it is classified and of any change in this classification.
The classification criteria are as follows:
2.1.1 Eligible counterparties
The following are eligible counterparties:
1.
a) credit institutions referred to in article L. 511-9 of the Monetary and Financial Code,
b) investment companies referred to in article L. 531-4 of the Monetary and Financial Code,
c) other approved or regulated financial institutions,
d) insurance and reinsurance companies referred to respectively in the first sub-paragraph of article L. 310-1 and
article L. 310-1-1 of the insurance code, allied mutual insurance companies referred to in article L. 322-1-2 of said
Code, mutual societies and unions under book II of the mutual societies code other than those referred to in article
L. 510-2 of the same code as well as foresight institutions governed by book IX of the French Social Security Code,
e) undertakings for collective investment in transferable securities (UCITS) referred to in article L. 214-1 of the Monetary
and Financial code and UCITS management companies referred to in article L. 543-1 of said Code,
f) the pension reserve funds referred to in article L. 135-6 of the French Social Security Code, occupational pension
funds referred to in article L. 370-1 of the insurance Code for their operations referred to in article L. 370-2 of said
Code as well as legal entities on the Board of an occupational pension fund referred to in article 5 of Ordinance
N° 2006-344 dated 23 March 2006 relative to additional occupational pensions,
g) persons mainly involved in proprietary commodities trading and commodities-based Financial Futures referred
to in m of clause 2 L. 531-2 of the Monetary and Financial Code,
h) companies referred to in n of the 2nd paragraph of article L. 531-2 of said code.
2. The State, Caisse de la dette publique, Caisse d’amortissement de la dette sociale, Banque de France, Institut
d’émission des départements d’outre-mer and the Institut d’émission d’outre-mer,
3. Public international financial organisations of which France or any other member state of the Organization for Economic
Cooperation and Development is a member,
4. Legal entities meeting two of the following three criteria on the basis of solo accounting statements:
- total assets of €20 million or more,
- net turnover or net revenues of €40 million or more,
- own funds of €2 million or more.
Investment Services Providers that carry out Transactions in compliance with the provisions of article L. 533-20 of the Monetary
and Financial Code with a legal entity referred to in the first subparagraph of this point 4 must obtain the latter’s express
confirmation that it accepts to be treated as an eligible counterparty. The ISP may obtain such confirmation in the form
of a general agreement,
5. Caisse des dépôts et consignations and other approved or regulated institutional investors,
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6. At their request, legal entities coming under one of the Customer categories that may ask to be treated as professional
customers under the fifth sub-paragraph of article L. 533-16 of the Monetary and Financial Code. In this case, the legal
entity concerned must be recognised as an eligible counterparty only for the services or Transactions for which it would
be treated as a professional Customer,
7. Entities governed by foreign law similar to those mentioned in 1, 2 and 4 above.
When a legal entity referred to in 4 has its registered office or effective management outside mainland France and the
French overseas “départements”, the investment services provider shall take into account the status of said entity as
specified in applicable provisions in the State where its registered office or effective management is located.
2.1.2 Professional Customers
A professional Customer is one who has the experience, knowledge and competence necessary to make its own investment
decisions and to properly assess the risks involved. To be considered a professional Customer, the Customer must
satisfy the following criteria:
1.
a) credit institutions referred to in article L. 511-9 of the Monetary and Financial Code,
b) investment companies referred to in article L. 531-4 of the Monetary and Financial Code,
c) other approved or regulated financial institutions,
d) insurance and reinsurance companies referred to respectively in the first sub-paragraph of article L. 310-1 and article
L. 310-1-1 of the insurance code, the insurance group companies referred to in article L. 322-1-2 of said Code, mutual
societies and unions coming under book II of the mutual organisation code other than those referred to in article L. 510-2
of said Code as well as foresight institutions governed by book IX of the French Social Security Code,
e) undertakings for collective investment referred to in article L. 214-1 of the Monetary and Financial Code and collective
investment management companies referred to in article L. 543-1 of said Code,
f) the pension reserve funds referred to in article L. 135-6 of the French Social Security Code, occupational pension
institutions referred to in article L. 370-1 of the Code of insurance law in respect of operations referred to in article
L. 370-2 of said Code as well as the legal entity on the Boards of occupational pension institutions referred
to in article 5 of Ordinance N° 2006-344 dated 23 March 2006 relative to additional occupational pensions,
g) persons whose main activity is the proprietary trading of commodities or commodities based Financial Futures referred
to in m of point 2 of article L. 531-2 of the Monetary and Financial Code,
h) companies referred to in n of point 2 of article L. 531-2 of said Code,
i) Caisse des dépôts et consignations and other approved or regulated institutional investors.
2. Entities meeting at least two of the following three criteria on the basis of individual accounting statements:
- total assets of €20 million or more,
- net turnover or net revenues of €40 million or more,
- shareholders’ equity of €2 million or more.
3. The State, Caisse de la dette publique, Caisse d’amortissement de la dette sociale, Banque de France, Institut
d’émission des Départements d’outre-mer and the Institut d’émission d’outre-mer,
4. Other institutional investors whose main activity involves investing in Financial Instruments and particularly investment
companies referred to in article 6 of the Ordinance of 2 November 1945, venture capital companies referred to in
article 1 of law No. 85-695 of 11 July 1985 and venture capitalists referred to in III of article 4 of the law
No. 72-650 of 11 July 1972,
5. Entities incorporated under and governed by foreign law that are equivalent to those referred to in points 1 to 4 above
and which have professional Customer status in another European Union member country or in another member
state of the European Economic Area,
6. Public international financial organisations of which France or any other member state of the Organization for Economic
Cooperation and Development (OECD) is a member,
Customers classified as professional Customers or eligible counterparties must notify LCL of any change that may alter
their classification.
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2.1.3 Retail Customers
Any Customer who does not come under any of the above categories is classified as a retail Customer (“non professional
customer” under the meaning of MiFID).
2.2 Exceptions
Any Customer may request a change of category. LCL may refuse any such request.
Any change of category accepted by LCL will cover all Financial Instruments and, more generally, all products and services.
2.2.1 An eligible counterparty may ask LCL, to recognize, if it deems appropriate, its professional Customer or retail
Customer status.
2.2.2 A professional Customer may request LCL, if it deems it appropriate, to assign it retail Customer status if it considers
that it is not capable of properly assessing or managing the risks to which it may be exposed.
2.2.3 A retail Customer may ask LCL to assign it professional Customer status.
LCL may accept any such request after assessing the suitability, the experience and knowledge of the Customer and
having reasonable assurance that the Customer is capable of making its own investment decisions and that
it understands the risks involved.
In its assessment, it must check that at least two of the following criteria are met:
the Customer has carried out on average ten significant Transactions per quarter during the previous four quarters in
the Market concerned,
l the value of the Customer’s portfolio of Financial Instruments, including bank deposits and Financial Instruments,
exceeds €500,000,
l the Customer has been holding for at least one year or has occupied for at least one year a professional position in
the financial industry that requires a knowledge of the foreseen transactions or services.
l
Retail Customers may waive the protection that they benefit from under their initial category so long as the following
procedure is complied with:
l the Customer shall notify LCL in writing of its desire to be treated as a professional Customer,
l LCL shall clearly notify the Customer in writing of the protection and entitlement to compensation it may be relinquishing
l the Customer shall declare in writing that it is aware of the consequences of waiving the protection in question.
Article 3 - SUITABILITY
With a view to providing an investment service as set out in these Provisions, LCL shall check whether the Customer
has the experience and knowledge necessary to understand the risks involved in the Financial Instrument or in the
investment service. This check shall be made using any suitable questionnaire.
When the Customer does not provide LCL with the required information or when LCL considers, on the basis of the
information provided, that the Financial Instrument or the service is not suitable, LCL shall warn the Customer prior
to providing the service via any means it considers relevant.
When the Receipt and Transmission of Orders for Third Parties account service involves Simple Financial Instruments
and is provided at the Customer's initiative, the Customer is informed that LCL shall not be bound to assess whether or
not the service or the Financial Instrument is suitable.
The Customer hereby undertakes to notify LCL of any change in its situation that modifies its ability to assess the
characteristics of operations it requests the Bank to perform for its account as well as the specific risks involved in these
operations.
Article 4 - ACCOUNT KEEPING - CUSTODY
Securities are in principle deposited on the Customer's account without opening a special account. This is notably not the
case under management, investment agreements or pledge accounts. Such special accounts operate under the
conditions specified in the special account agreement to the extent that they vary from the provisions set out below.
It is specified that depositing securities does not in itself entail an authorization to overdraw the account as the securities
are not taken into account in the determination of the account balance.
The account is credited with income from securities when the corresponding funds are collected by LCL. As regards
income generated by financial products denominated in foreign currencies, it is specified that the credit can be made
only to the euro account, following conversion or application of LCL’s exchange rate relative to the foreign currency
in question..
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Other operations providing for a Settlement in euros or in a foreign currency and relative expenses and fees are charged
or credited, as appropriate, to the account in the Account Keeping monetary unit (euro, foreign currency) after,
where necessary, conversion or application of LCL’s exchange rate for the currency concerned on the date when
the Customer's account is debited or credited.
Securities can be deposited with any custodian who has entered into a custody agreement with LCL.
The latter shall be authorized to provide any such custodian with any information necessary for the proper performance
of its services.
The Customer is notified that the securities, particularly foreign securities, that it owns may be deposited with a third
institution on an account opened in LCL’s name.
LCL notifies the Customer of the risks involved in these holding conditions.
LCL shall have no responsibility as to the consequences of any act or omission by the third party institution. However, in case
of any incident affecting this third party institution as in case of the latter’s insolvency, LCL shall take appropriate steps
and shall protect the Customer’s interests in the same way as if the securities belonged to it.
Article 5 - RECEIPT AND TRANSMISSION OF ORDERS
5.1 Orders
5.1.1 Receipt of Orders
Subject to the specific provisions of articles 5.2, 5.3, 5.4 and 5.5, Customers’ Orders concerning France may be sent
through three channels:
- the network (branches, Private Banking branches, Corporate branches, etc),
- call centres,
- websites.
Customers’ Orders for execution on most main foreign markets shall be sent via a branch or over the internet.
No other transmission channel (notably such as e-mails) is acceptable and, if used, LCL shall have no responsibility
whatsoever.
5.1.2 Conditions for sending Orders
5.1.2.1 Specific features of each channel:
Network
Buy or sell Orders are made by the Customer in the branch or possibly by fax (according to an agreed procedure)
or by letter sent to the contact person within the Bank, who, on the basis of information provided by the Customer
(security identification number, quantity or amount, type of Order, direction of the operation, term of validity) enters the
Order and validates it. The documents generated by this transmission method and LCL’s entries shall have probative
force between the parties until and unless the accountholder shows any evidence to the contrary.
Prices, rates and quantities that may be indicated by the contact person within the Bank when transmitting the Customer’s
Order are provided for informational purposes only and may not be used as a reference to measure best execution.
Call centres
Orders sent by fax
Buy or sell Orders are sent by the Customer via fax (according to an agreed procedure) to operators, who, on the basis
of the detailed information provided by the Customer (security identification number, quantity or amount, type of Order,
direction of the operation, validity), enter and validate the Order.
l
l
Orders given over the telephone
The Bank offers the Customer the possibility of placing its Orders over the telephone. This option only concerns a limited
range of the Bank’s money market UCITS under the conditions described below:
To use this service, the Customer must, under its own responsibility, request the contact person within the Bank to provide
an authorization number for access to it. This number will be given by the Bank to the legal representative of the
Company who, as the case may be, may disclose it under his/her responsibility to employees empowered to give Orders
over the telephone.
It should be pointed out that all conversations relative to Orders given over the telephone are recorded and that the indication
of the authorization number alone enables the Order to be placed and that the Customer’s written confirmation of said
Order is not required.
23
The Customer’s attention is drawn to the fact that it has to take appropriate measures to ensure the proper protection
of the authorization number and its proper use.
Once the Customer has obtained an authorization number it can ask for the cancellation or modification of this number
via a simple request to the contact person within the Bank.
The Customer is notified that its conversations relative to Orders given over the telephone are recorded by LCL.
The Customer accepts and authorises such recordings which shall be kept by LCL in accordance with applicable laws
and regulations. They shall be used as evidence in case of dispute and the Customer hereby accepts this. During the
whole retention period of the telephone conversation, this recording prevails over any written confirmation that the
Customer may send to LCL.
Prices, rates and quantities that may be indicated by the operator when the Customer sends in its Order are provided
for informal purposes only and may not be used as a reference to measure best execution.
Websites
Buy or sell Orders are entered and validated directly by the Customer on LCL’s websites in accordance with the
applicable procedure.
Prices, rates and quantities, whether in real time or deferred, displayed on the web sites when the Customer sends in
the Order are provided for informal purposes only and may not be used as a reference to measure best execution.
5.1.2.2 Joint provisions for all channels
Whatever the channel used, if identification information is provided to the Customer, any Order received by LCL that
contains said identification information shall be deemed to have been made by the Customer.
The Customer must guarantee the confidentiality of identification information enabling it to send in Orders. As a consequence
thereof, it shall not disclose any identification data assigned to it, to third parties other than those acting for its account.
The Customer must notify LCL forthwith in the event of loss of confidentiality or if identification information is impaired.
LCL shall have no liability whatsoever in the following cases:
l
failure to execute or incorrect execution of the Order due to the Customer’s fault or negligence in keeping identification
information strictly confidential
l failure or improper operation of the telecommunication network or equipment beyond its control.
The Customer shall indemnify LCL and refuse to hold it liable in case of any abusive or fraudulent use of identification
information by a third party.
The Order is sent to LCL under the Customer’s sole responsibility. Customers should particularly be aware of possible
delays of unforeseeable duration, between the time when the Order is issued and the time when LCL receives it.
Whatever the case, LCL shall bear no liability as long as the Order has not been accepted under the conditions set out
in the following paragraph.
The Customer should note that when it subscribes to a Simple Financial Instrument, on its own initiative LCL is not
bound to determine whether or not the Financial Instrument in question is suitable for the Customer and that the
Customer, as a consequence, does not benefit from the protection deriving from the relevant rules of good conduct.
5.1.3 Acceptance and transmission of Orders
Once entered and validated and excepting cases of force majeure, Orders are sent to the Trader responsible for executing
them as soon as possible (for France and for most major foreign centres, Orders are transmitted forthwith during the
opening hours of the Market in question, on the other foreign markets and/or for certain specific foreign instruments,
such as warrants and bonds, Orders are deferred (for a period of time varying from one country to the next) to be executed
according to the conditions and possibilities of the Market concerned.
Regarding securities purchased on a Market, title passes to the Customer on the date and according to the rules of the
Market in question.
LCL shall not be bound to transmit any imprecise or incomplete Order.
LCL timestamps the Order upon receipt. This materializes LCL’s acceptance of the Order.
LCL issues an acknowledgment of receipt whose date and time shall prevail.
The Customer is expressly notified that LCL shall have no responsibility whatsoever for any change in the rank of priority
of its Order at the initiative of the Market concerned.
24
The Customer chooses the term of validity of its Order from amongst the various options offered by LCL in respect
of each Market. This information must be completed when entering the Order.
LCL’s acceptance of the Order is subject to there being sufficient funds or the Financial Instruments necessary to its
execution in the Customer’s account.
LCL is under no obligation whatsoever to accept an Order and may furthermore refuse any Order sent by the Customer
which does not comply with all applicable legal, regulatory and contractual requirements. LCL particularly reserves
the right to refuse any Order sent in connection with countries where it does not provide an Order transmission service.
The Customer shall be notified of any such refusal as soon as possible after the Order has been received by LCL.
Any request to modify the characteristics of an Order entails its cancellation. The new instructions shall only be accepted
when received by LCL within deadlines compatible with the conditions of Execution of Orders.
Orders for execution on options market (particularly MONEP and MATIF) are only accepted under a special agreement.
5.1.4 Transmission of Orders for Execution
The Customer is expressly notified that the transmission of the Order for execution is no guarantee that it shall be executed.
Orders are sent to the place of execution determined by the Trader in compliance with its Execution Policy except under
certain circumstances. The circumstances for processing Orders manually or rejecting them are as follows:
l in the Customer's interest, Orders exceeding a set limit,
l compliance with rules relative to the protection of Market integrity, particularly those set by supervisory authorities.
The time the Order is received in the book at the place of execution chosen by the Trader as well as the precise time
of execution of the transaction are recorded.
In cases where the Order could not be transmitted, LCL shall notify the Customer thereof as soon as possible via any
appropriate means.
The Order shall be executed only if:
market conditions allow,
l and if it meets all applicable legal, regulatory and contractual requirements
l
LCL ensures on the basis of the Customer’s instructions that the Order is executed to the best of the Customer’s interests
in accordance with the procedure described in the following article.
LCL may, under certain circumstances, group its Customers’ Orders together to transmit them for execution under article
314-67 of AMF’s general rules. To avoid any such consolidation of Orders being detrimental to the Customer, LCL has
devised a fair Order distribution policy.
5.1.5 Order execution policy
A General principles
LCL undertakes to take all reasonable steps in the execution of Orders so as to achieve the best possible result in most
cases under the meaning of the Monetary and Financial Code.
These measures involve setting up this Execution Policy.
This Execution Policy shall come up for review each year and the Customer shall be notified of any significant change.
B Scope
l Customer scope
This Execution Policy applies to LCL’s retail (“non professional” Customers under the meaning of the Markets in
Financial Instruments Directive) or professional Customers.
l Product scope
This Execution Policy applies to all Financial Instruments listed on regulated Markets or multilateral trading systems
accessible through LCL.
C Traders retained
LCL selects service providers who enable it to meet the best execution requirements. The selected service providers
have proven track records in the area of the services concerned. The quality of execution shall be assessed periodically
25
to ensure that they continue to deliver a consistent level of service, notably according to the following criteria classified
in decreasing order of importance:
- overall relevance of the Execution Policy and particularly the service provider’s commitment to seek the best
all-in cost in compliance with article 314-71 paragraph I of AMF’s general rules,
- quality of Orders routing to their places of execution,
- reliability (continuity of service),
- enhanced settlement/delivery capability,
- the cost of the service and related services.
These criteria have led LCL to retain several service providers for the Execution of Orders depending on the Markets concerned.
D Selecting a place of execution
Places of execution include regulated Markets and multilateral trading systems.
In compliance with their own Execution Policy, the service providers retained by LCL choose their own places of execution.
The service providers make their selection following analysis that enables them to assess:
- the liquidity of the Market in terms of execution probability determined on the basis of sufficient historical data,
- reliability and service continuity in terms of quotation and execution,
- high security and reliability of settlement/delivery.
The list of the places of execution offered by LCL through its retained service providers can be provided to the Customer
on request.
On foreign Markets, LCL has notably agreed with its selected service providers to retain in each country the historically regulated
Markets, classified by order of priority, which are by nature the most liquid and deliver the best possible execution.
E Acceptance of specific instructions
The Customer may give specific instructions (“Specific Instructions”) as to the execution method.
The Customer’s attention is nevertheless drawn to the fact that if Specific Instructions are given, LCL, as the investment
service provider may be prevented, regarding the elements covered by these instructions, from taking into account
the measures provided for and applied under its Execution Policy.
F Customer’s acceptance
l
Principle
The Customer’s acceptance is general in scope and covers all the provisions of the Execution Policy. It entails acceptance
of all the Transactions performed with or through LCL.
l
Acceptance form
Following the issuance of this policy, Orders sent by the Customer shall entail its agreement to execute them in the
conditions set out in this Execution Policy.
5.1.6 Confirmation notice
LCL shall send to the Customer a notice on a durable medium confirming the Execution of the Order within the shortest
possible time frame.
This Confirmation notice shall particularly include:
1. LCL’s identification,
2. the name or any other description of the Customer,
3. the trade date,
4. the time of the trade, when available,
5. the type of order,
6. the place of execution,
7. the instrument,
8. the buy/sell indicator,
9. the nature of the Order if it is not a buy or a sell Order,
10. the quantity,
11. the unit price - when the Order is executed in sections, the Agent notifies the Customer of the average price and provides
non-professional Customers with information about the price of each section, on request,
12. the total price,
13. the total amount of fees and charges and, at the request of non-professional customers, their breakdown by item.
26
5.1.7 Objection to an Order’s conditions of execution
Evidence of the transactions performed hereunder is provided by entries in LCL’s books. Unless otherwise specified in
the Confirmation, objections relative to stock market trades must be sent in writing and must be received by LCL within
the three stock market days following either the date of execution of the disputed Order or the date on which it should
have been executed if it has not been executed.
Failing any objection within the aforementioned time period, the terms of the executed Order shall be deemed to have
been accepted unless evidence to the contrary is produced by either party. For this, LCL’s entries shall be good and
valid evidence of transactions performed on and through the account.
5.2 Orders relative to UCITSs (Unit Trust and Mutual Fund)
Subscription or redemption Orders are executed on the basis of the net asset value (NAV) determined by the UCITS manager
in compliance with applicable regulations and practices.
Orders relative to UCITSs shall be received under the conditions specified in 5.1.2 above except for the following provisions:
LCL reserves the right to adjust access to subscriptions or redemptions of certain UCITSs depending on the channels and ranges.
Prior to any subscription, the Customer must read the DICI relative to the UCITS concerned which can be obtained upon
request fromthe usual contact.
LCL shall send the Customer a confirmation on a durable medium to confirm the execution of the Order.
5.3 Orders relative to marketable debt instruments
Marketable debt instruments are considered to be OTC instruments.
Authorised Customers may enter into direct contact with the trading room salespeople to handle their operations.
Non-authorised Customers send their operations to their usual contact person.
Operations relative to marketable debt instruments can be processed from 8:30 a.m. to 5 p.m.
5.4 Orders on regulated markets
Orders on regulated markets shall be executed under the conditions specified in 5.1.2 above.
5.5 Orders relative to other Financial Instruments and products
Orders relative to other Financial Instruments and products shall be accepted, as the case may be, following special
procedures which shall be provided to the Customer upon request.
The Customer is notified that telephone conversations with Bank specialists in charge of structuring and selling capital
market products are recorded. This includes standard, derivative and structured operations.
The Customer expressly authorises such recordings.
Article 6 - LCL’s OBLIGATIONS
Under applicable laws and regulations, LCL acts in compliance with the usual banking practice.
LCL shall have no liability whatsoever for any loss or failure to meet its obligations due to force majeure as defined by
French courts or to any circumstance beyond its reasonable control.
LCL may substitute another agent for itself in the performance of its duties in accordance with accepted standards and
practice in this respect.
Article 7 - CUSTOMER OBLIGATIONS
The Customer undertakes to comply with the regulations applicable to the operations it initiates.
As a consequence, the Customer shall indemnify LCL and refrain from holding it responsible for any duly justified expenses,
charges and damages that it may directly or indirectly incur. It furthermore undertakes to provide assistance in the event
of resulting claims or legal actions, or if its liability is sought by a third-party as a consequence of these Provisions.
The Customer furthermore undertakes to initiate only operations complying with its corporate purposes and with its
legal status.
In addition to its information obligations under other provisions hereof, the Customer shall notify LCL of:
l any event that modifies its ability to act,
l any change in its legal form,
l any termination of function of any of its legal representatives,
l any event that may materially affect its financial capacity
The Customer shall not challenge any operation performed at the initiative of one of its legal representatives whose
termination of functions has not been duly notified to LCL.
27
Article 8 - SPECIFIC RULES FOR SECURITIES IN REGISTERED FORM
Securities in registered form are recorded in the issuer’s books.
When opening the account, the Customer may empower LCL to administer these securities in registered form recorded
in the issuers’ books and which will be shown in its account. The Customer then agrees that it shall not to give any direct
instructions to the issuer.
LCL shall perform any and all administrative acts (collection of proceeds, income, etc). Conversely, it shall perform any
act of disposition (participation in rights issues, etc) only upon the Customer’s express instructions. It can rely on the
Customer’s tacit acceptance for certain operations in compliance with usual practices.
Confirmations and statements of accounts relative to securities in registered form shall be sent under the conditions
set out for all securities in bearer form.
The administration mandate may be terminated without notice at any time by either party by registered letter with
acknowledgment of receipt requested.
When securities in registered form are included in a joint securities account or have been acquired via a charge to such
an account, the following specific characteristics must be recorded.
Pecuniary rights (dividends, bonus shares, exercise of an option or right, right to sell or dispose of securities otherwise, etc)
attached to securities in registered form acquired in a joint account may be exercised indifferently by either of the
Customers.
Certain issuers do not allow the registration of securities in registered form in a joint account, particularly for the
exercise of extra-pecuniary rights attached to them (rights to participate in shareholders’ meetings and voting rights, etc).
As a consequence, Customers fully agree that the first named joint holder in the account description should be registered
in the account and may exercise extra-pecuniary rights attached to the securities in registered form acquired in or through
the said joint account. When the joint holders want a different system (registration in the name of the second person
or joint ownership), they request this from LCL accordingly.
Article 9 - OPERATIONS ON REGULATED MARKETS INVOLVING SPECIFIC RISKS
The Customer may only operate in these markets after receiving a DICI or information notice and after LCL receives the
Customer’s confirmation that it has read this information notice. The Customer undertakes to read the information so
provided carefully and to comply with the formalities specified in applicable regulations before performing any operation
on these markets. It alone shall bear the financial consequences of its choices.
Article 10 - COVER FOR ORDERS ON REGULATED FINANCIAL FUTURES MARKETS
10.1 Mechanism
The Customer undertakes to comply with applicable regulations relative to the coverage of operations on financial
futures on regulated Markets.
The Customer shall moreover assign in LCL’s favour, as cover for its operations on securities, all its securities or cash
recorded in its accounts subject to no unavailability for any reason whatsoever.
Any forward operation or operation on a financial future on a Regulated Market performed for a Customer’s account
must be covered under conditions at least equivalent to those required by the operating rules of the market in question.
These rules must be complied with in relation to the account on which the operation in question is booked.
LCL shall notify the Customer, at its request, of the minimum rules in terms of coverage applicable to Markets on which
the Customer operates.
LCL may at any time at its sole discretion require the Customer to guarantee its commitments by providing the Financial
Instruments and/or cash it deems necessary. This guarantee must be provided at the latest on the Stock Market Day
immediately following LCL’s request.
LCL may also at any time, at its own discretion, transfer the amounts or securities required to cover current operations
from any account in credit open with it to a special non-interest bearing blocked account. In any such case, it shall notify
the account holder accordingly.
28
A cash withdrawal or a transfer of securities to another institution requested by the Customer shall only be made if it
does not result in the amount and securities available as cover for outstanding orders being less than those required.
LCL may at any time demand a full cover in cash or securities or refuse to execute an Order that exceeds the amount
of the required cover or for which cover is not available.
10.2 Lack of cover
Where the cover for the Customer’s obligations proves insufficient and where the Customer has not provided cover
within one Stock Market Day following LCL’s call, the Bank may automatically liquidate all or part of the Customer's
Position at the Customer’s cost so as to adjust cover to the required level.
It is recalled that all securities and cash deposits by the Customer are, under article L. 440-7 of the Monetary and
Financial Code, assigned in full ownership to LCL as cover for the payment of any and all sums due by the Customer for
operations performed hereunder.
As a consequence of the foregoing, where no or insufficient cover is available LCL may, without formal demand and at
the Customer's sole expense, resell purchased but unpaid securities or purchase securities sold and not delivered
making a charge to the account therefor.
Furthermore, securities in the Customer's account may be sold without notice and without any other formality to settle
the Customer’s debit balances. The proceeds from the sale of securities and the Customer’s credit balances are assigned,
by convention, to the settlement of any and all amounts due to LCL in connection herewith or with the consequences
hereof.
If the proceeds from the sale of the securities and the credit balances prove insufficient to cover the amounts due
to LCL, the latter shall start legal action to recover said amounts.
Where LCL settles an operation by delivering securities or in return for a cash payment by substituting itself for its
defaulting Customer, LCL may acquire full ownership of cash or securities received from the counterparty in accordance
with the applicable legal provisions without prejudice to the provisions of book VI of the Commercial Law in force.
To the extent necessary, LCL specifies that a debit entry resulting from an operation performed hereunder does not
represent an authorized overdraft.
Article 11 - SECURITIES GUARANTEE MECHANISM
LCL complies with the local market rules relative to the security of the securities it keeps in safe custody, notably AMF’s
general rules.
LCL reminds the Customer that the purpose of the securities guarantee mechanism, governed by articles L. 322-1
and following of the Monetary and Financial Code, is to compensate a claim resulting from the unavailability of securities
deposited with a credit institution which is a member of the deposit guarantee fund and not to guarantee the value
of the securities.
Article 12 - DEFERRED SETTLEMENT SERVICE ORDERS (OSRD)
Issuing a Deferred Settlement Service Order entails acceptance of the rules and conditions below.
12.1 Content of the service
Orders are executed on a cash basis on the Market, but the cash settlement or delivery of securities by the Customer
is deferred until the last Stock Market Day of the month.
They may be sent and executed until the "general settlement" day which is the fifth Stock Market Day before the end
of the month, except for December when the date is brought forward.
The Order received by LCL is sent to the service provider It is executed on a cash basis by advancing the monies necessary
to acquire the securities or the securities which are the subject of the sale.
Purchase: the service provider, who has become the owner of the securities acquired with its advance of funds, then
delivers them to LCL on the date of the deferred settlement/delivery. Simultaneously, LCL posts them on the account
of the Customer’s account who becomes their owner in return for the cash payment through a charge to its account.
Sale: the service provider who has become the owner of the cash received in return for the securities sold and for which
it made the advanced, pays this cash to LCL on the date of deferred settlement/delivery. Simultaneously, LCL pays the
cash over to the Customer's account in return for the delivery of the securities on which title is transferred upon their
removal from the account.
29
If several deferred Settlement Service Orders are performed on the same security during the same Settlement period,
only the balance shall be subject to deferred Settlement or Delivery.
Cash sales of securities are not possible when the securities in question have been previously acquired under a deferred
Settlement Order during the same stock exchange month.
The Customer committed under the execution of a Deferred Settlement Order may defer its commitment from 1 p.m
on the date of Settlement to 9 a.m the next day subject to LCL’s agreement. For securities purchased under a Deferred
Settlement Order, the deferment involves a cash sale before the last Stock Market Day in the month with a new Deferred
Settlement Order for the following Settlement and, conversely, for the security sold under a Deferred Settlement Order,
a cash purchase linked to a new sale under a Deferred Settlement Order. In connection with any such deferment, a margin
equal to the difference between the value of the position on the basis of the trading rate and that on the basis of the
deferment rate shall be paid into or charged, to the Customer’s account as appropriate.
12.2 Securities concerned
Securities eligible for deferred settlement/delivery are determined by Market rules (size, market capitalization and liquidity
conditions). A list is issued by Euronext which may suspend or remove securities in the event of public offers (takeover
bids, share swap offer or buyout offers) or when Market conditions require (size, capitalization and liquidity conditions).
Moreover, due to the risk of non-settlement of cash or non-delivery of securities by the Customer, LCL which bears this
risk, may refuse any Deferred Settlement Order or any extension request.
12.3 Cover for deferred settlement/delivery service Orders
In addition to the minimum rules laid down by the AMF, under article 516-4 of its general rules, LCL may use its right
to request that the following cover requirements be met: the Customer must provide and maintain cover equal to 100%
of the re-evaluated amount of the Positions in cash or in Financial Instruments (treasury bills or bonds, euro denominated or international money market UCITSs, quoted bonds admitted for trading on a regulated market, gold ingots or bars,
marketable debt instruments or bond based UCITSs, quoted shares, UCITSs invested in shares or diversified UCITSs).
To this end, the Customer signs in LCL’s favour the undertaking under the deferred settlement/delivery Order
guarantee form.
LCL may at any time require additional cover.
Under the provisions of article L. 440-7 of the Monetary and Financial Code, deposits of any nature whatsoever, cash or Financial
Instruments, to the credit of the Customer's account used for deferred settlement/delivery operations are assigned in full
ownership to LCL as soon as they are used as cover or to guarantee the Customer's obligations. They may be used by LCL to
settle, on the one hand, the debit balance resulting from the automatic liquidation of the Positions and, on the other hand, any
other amount due in connection with the operation or operations that directly or indirectly entailed such automatic liquidation.
In case of insufficient cover, the Customer must provide additional cover within one Stock Market Day.
Failing regularization, LCL may sell or cause to be purchased, within six Stock Market Days, subject to previous notification
to the Customer by registered letter with acknowledgment of receipt and without formal notice, a sufficient quantity
of the Financial Instruments assigned as cover to cover the sums due under deferred settlement/delivery Orders.
LCL shall, at its sole discretion, choose the Financial Instruments to be so sold.
In the event cover is provided in the form of Financial Instruments, it is understood that out of the proceeds of any sale
or redemption of Financial Instruments performed by LCL, the latter may withhold from the proceeds of the sale or
redemption any sum up to the amount owed to it.
If cover is provided in cash, the payment shall be made by offsetting the sums due under the Customer’s deferred
settlement/delivery Order and the sums provided as cover.
The initial cover must be adjusted on the basis of a re-evaluation of the Position and of assets provided as cover
so that the latter matches the required amount.
Failing additional cover or if the cover is not restored to the required level within one Stock Market Day following the
formal demand sent to the Customer via any means, LCL can, at its sole discretion, reduce the Customer’s commitments
under a deferred settlement/delivery Order so as to achieve adequate cover.
All the costs and out-of-pocket expenses due in connection with the performance of these stock market obligations shall
apply to the Customer’s account.
12.4 Securities trading
The Customer's participation in securities trading concerning securities purchased or sold under a deferred Settlement/Orders
service or compensation for the rights attached to the securities is determined by French Euronext operating rules.
12.5 Charges
As remuneration for a service provider’s advance of cash or securities under a deferred settlement/delivery service,
a special deferred settlement/delivery fee is charged by the service provider on the gross amount of the Order before
brokerage fees and VAT.
30
Article 13 - CUSTOMER INFORMATION
13.1 General information
All contractual and commercial documents and generally all written and oral exchanges between LCL and its Customers
shall be in French only.
LCL hereby declares that it is an institution duly authorized by Autorité de Contrôle Prudentiel (ACP) 61 rue Taitbout –
75436 Paris Cedex 09.
A portfolio statement is sent to the Customer at least once a year.
13.2 Conflict of interest policy
LCL has devised and maintains a policy concerning conflicts of interest.
This policy identifies, by specifying investment and related services and other LCL activities, situations in which conflicts
of interest arise or may arise with a significant risk of harming the interests of one or several Customers when an investment
or a related service or a UCITS management service is provided.
A document detailing LCL’s conflict of interest policy is available to the Customer on a durable medium upon request
or on https://www.lcl.com.
13.3 Information on securities trading
LCL notifies Customers of any securities trading initiated by the issuer of the securities held in the Customer's account
and in respect of which it may exercise a right.
It should be pointed out that knowledge LCL may have of any such securities trading is subject to information published
by the issuer of the security and to the communication medium chosen by the latter. LCL shall have no responsibility
whatsoever for notification delays and for the content of information so published.
As soon as it becomes aware of a securities trading action, LCL shall send the Customer a notice including the effective
date and the exercise date of the right, a description of the operation, the number of securities held by the Customer,
the rights attached, the reply coupon and an indication, if appropriate, of the decision LCL shall make failing instruction
from the Customer within the specified deadlines.
Whatever the case, if LCL receives late notification of the securities trading action, it shall bear no responsibility if the
Customer is unable exercise its rights in connection to this within the specified deadlines.
LCL shall not be liable for any failure or interruption in the postal services in connection with operations referred to in this article.
If no reply is received from the Customer within the specified timeframe following the notification of a securities trading
action, LCL can apply an escape clause in the following transactions:
l
l
l
l
allotment of negotiable rights: the allotment shall bear on the whole number of shares and fractions shall be sold,
optional exchange with or without fractional shares: swap of whole shares and fractions are sold,
subscription to a rights issue: sale of rights,
exercise of share warrants: sale of warrants.
13.4 Information provided to the Customer to meet its tax obligations, relative to the securities in book entry form
The Customer must comply with applicable legal and regulatory obligations, notably in terms of taxes relative to the
operation of its account.
To this end, LCL shall send to the Customer a single tax form issued in compliance with applicable laws and regulations
to enable it to meet its tax return obligations. The single tax form is a duplicate of information that must be sent to the
tax authorities by LCL. Part of the form can be used as a voucher in support of the tax return.
If the account is a joint and several account or a joint account between people who are not spouses, tax, in the absence
of any information as to the percentage of assets belonging to each joint holder, is determined assuming that the joint
holders have equal rights.
Under the conditions set out in the tax regulations in respect of fixed income products, resident customers may
opt for a flat withholding at the source. This option must be chosen at the latest upon the collection of income.
Withholding rates vary with the type of investment. In this case, net proceeds are credited to the account. If this option
is not chosen, income shall be credited to the account net only of social contributions.
LCL must be informed without delay of any change in the Customer’s tax status. Non-resident status must be justified
by any means accepted by the French tax authorities.
Customers who are residents of a foreign country that has signed an international tax treaty with France and who prove
their status as non-residents of France for tax purposes (generally by providing documents specified in the relevant tax
treaty or a residence certificate signed by the local administration), may obtain a reduction in the amount deducted at
source in France if documents are provided before the payment of income.
31
Likewise, a resident of France who receives income from a country with which France has signed a tax treaty may be
eligible for tax reductions or refunds as specified in said treaty.
LCL may offer an extra service under a specific agreement, notably indicating the limist and rates.
This service comprises:
for non-resident Customers, obtaining the authorisations necessary from the French tax authorities to apply the provisions
of tax treaties in connection with income from French securities,
l for resident Customers, obtaining the necessary authorisations in connection with securities that are taxed in a
foreign country.
l
For US securities: Customers holding or intending to purchase US securities must undertake to comply with the provisions
set out in Appendix 1.
Article 14 - INCIDENTS ON THE ACCOUNT
The Financial Instruments in the Customer's account may be blocked or subject to a judicial lien at the initiative of one
of its creditors under either a protective measure or an enforcement order.
Article 15 - RATES
Apart from whatever rates may be charged for specific services indicated in the special conditions of the Account
Agreement or in any other specific contract, custody fees and account service charges as specified in the schedule of
fees and charges (“Rates applicable to the main operations by Corporate and Institutional Customers”) are due to LCL
and the Customer hereby authorises it to charge its account for said expenses.
Fees and, as the case may be, brokerage fees and taxes under the applicable conditions as of the date of execution are
due in connection with any order hereunder.
LCL may, depending on the operation in question, acquire Financial Instruments from their issuers for a price less than
that offered to the Customer or receive a placing fee from the managers.
Detailed information about an order may be provided to the Customer up on its request sent to the usual contact.
The Customer acknowledges that it has received and read and that it accepts the Rates applicable to the main operations
by Corporate and Institutional Customers”.
The provisions of title “6 - Changes to services and in the agreement” and 3. Financial Terms and Conditions / 3.3.1 services”
of the general conditions of the Account Agreement are applicable to deposits of securities and investment services.
Article 16 - LEGAL OBLIGATIONS
Under the applicable laws and regulations relative to market abuse, insider trading and market manipulation, LCL may
be required to disclose certain pieces of information to the competent authorities.
Under article L. 511-33 of the Monetary and Financial Code, LCL is bound by professional secrecy. The Customer hereby
authorizes LCL to disclose information concerning it to any intermediary whose involvement is necessary for the
Execution of Orders and to third parties for the requirements of management. All these intermediaries and third parties
shall undertake to observe the confidentiality obligation.
Under the laws and regulations applicable to LCL, notably in terms of money laundering by organised crime, the Customer
is notified that LCL may have to report certain operations performed by the Customer to various authorities.
It is specified that under the anti-money laundering and terrorist financing regulations, LCL has the right to request any
information it deems appropriate about operations it is requested to carry out and about the origin of funds.
Article 17 - CLOSING THE ACCOUNT
The following conditions apply in addition to the provisions of “5 - Closing the account and terminating facilities” in the
general conditions of the Account Agreement. Closing the account shall terminate the administration mandate for securities
in registered form in the account.
As a consequence of closing of the account, outstanding operations only shall be settled by LCL and no new operations
shall be performed in and through the account.
LCL may retain as cover all or part of the securities in the account until the said operations are finally settled.
The Customer shall give instructions as soon as possible for the transfer of the securities and cash. Such transfer shall
be made only providing the Customer does not owe LCL any sums or Financial Instruments.
32
Appendix 1
Regulations applicable to holders of American securities
American legislation relative to the “Qualified Intermediary” (QI) has reinforced obligations on banks in terms of documentation
to be received from Customers holding US securities or debt instruments for the application of reduced withholding tax
rates on their US revenues.
Regulations applicable to American taxpayers (US Persons)
If the account holder is subject to American taxes, he/she must provide LCL with QI documentation (indicated below)
to acquire American securities or debt instruments on said account. Once LCL receives the QI documentation, no tax
shall be withheld from US source income paid to the holder who is subject to US taxes.
l
Natural persons subject to US tax
The following are deemed to be US nationals for tax purposes under the meaning of US law:
- all American citizens, including those with dual citizenship or born on American soil and who have not expressly
renounced their citizenship,
- all “green card” holders,
- anyone considered as resident for tax purposes under the meaning of US law by virtue of their presence in the United States.
The required QI documentation is the US W-9 form. This document is provided by LCL to the account holder. The account
holder must be informed that failure to provide LCL with the duly completed form shall automatically block any purchase
of US securities for the account. Such block shall only be lifted once the required documentation has been provided.
Whatever the case, an account holder subject to US tax who obtains US securities or debt instruments without having
provided the required documentation as specified above shall be subject to US withholding tax on any earned income(1)
and on the total proceeds from the sale of said securities or debt instruments.
l
Legal entities subject to US tax or having partners subject to US tax
- Case of legal entities (transparent or opaque entities) subject to US tax
The required QI documentation is the US W-9 form. This document is provided by LCL to the account holder. If this QI
documentation is lacking, the highest withholding rate shall apply to income from American (US) securities or debt
instruments received by the transparent entity. All account holders are required to declare to LCL, without delay, any change
in the situation that might modify their status in relation to the QI regulations (such as a new tax residence in the United
States, a new tax residence outside the United States, express renunciation of American citizenship).
Regulations applicable to non-American taxpayers (Non-US Persons)
If the account holder is a non-US person, it must provide LCL with QI documentation (indicated below) to be able to
acquire securities or debt instruments on this account. Once LCL receives the QI documentation, income from American
sources paid to the holder shall not be subject to any taxation or shall be subject to withholdings and the reduced rate
under the tax treaty between the holder’s country of residence and the United States (for dividends).
l
Natural persons
Non-American taxpayers are persons who are not considered to be American taxpayers under the applicable criteria
(cf. American taxpayers). The required QI documentation is the US W-8 BEN form. This document is provided by LCL to
the account holder. The account holder must be informed that failure to provide LCL with the duly completed form shall
automatically block any purchase of US securities for the account. Such block shall only be lifted once the required
documentation has been provided.
Whatever the case, an account holder who obtains US securities or debt instruments without having provided the required
documentation as specified above shall be subject to US withholding tax on any earned income and on the total proceeds
from the sale of said securities or debt instruments.
l
Legal entities
- Case of transparent entities not subject to US tax
If a transparent entity, i.e. a partnership or equivalent grouping which has not opted for the corporate income tax system
wishes to purchase US securities or debt instruments, both this entity and, as the case may be, holders of shares and/or
partners must send the appropriate QI documentation to LCL.
When at least one of the holders of shares or partners is not a resident of France for tax purposes, the required QI documentation is:
- a W-8IMY form in the name of the transparent entity,
- KYC (Know Your Customer) documentation for each "holder of the shares or partner" or a W-8 BEN form (W-9 when
subject to US tax), and the distribution of shares of revenue between each owner of shares or partner.
In the absence of this QI documentation, the highest withholding tax rates shall be applied on income from US securities
and debt instruments received by the transparent entity.
- Case of non-transparent entities not subject to US tax
If a non-transparent entity, i.e. a fully taxable company or one which has opted for the corporate income tax system wishes
to purchase US securities or debt instruments, this entity must send the appropriate QI documentation to LCL. The required
QI documentation is the US W-8 BEN form in the entity’s name or the KYC (Know Your Customer) documentation and a request
for the application of the applicable tax treaty.
33
(1) Current withholding rate: 30%
In the absence of this QI documentation, the highest withholding tax rates shall be applied on income from US securities
and debt instruments received by the entity. All account holders are required to declare to LCL, without delay, any change
in the situation that might modify their status in relation to the QI regulations (such as a new tax residence in the United
States, a new tax residence outside the United States, express renunciation of American citizenship).
PART III
JOINT PROVISIONS
1 - DISCLOSURE
1.1 Personal information protection clause
LCL is required to observe professional secrecy. Its personnel are under a legal obligation not disclose unauthorized
third parties confidential information the Bank has about its Customers to unauthorized third parties.
However, to meet legal and regulatory obligations, the Bank must disclose some information to duly empowered judiciary
or administrative authorities, on request.
Furthermore, the Customer expressly authorizes LCL to share data concerning it as well as any updates thereof with the
following third parties:
l any Crédit Agricole Group entity for prospecting purposes or entering into other contracts (subject to compliance with
the provisions of laws and regulations relating to this purpose) or to pool resources or group companies,
l LCL’s outside service providers or partners that are involved in the management of the bank account and the marketing
of banking or financial products and services, only for the requirements of outsourced activities,
l LCL’s partners to provide the Customer with the advantages of the partnership subscribed to, as the case may be,
but solely within the scope of the partnering agreements,
l ombudsmen, courts and other officials as part of their debt collection mission,
l the beneficiaries of transfers of monies and their payment service providers for the purpose of the fight against money
laundering and terrorist financing in accordance with Rule EC/1781 of 15 November 2006.
The Customer also authorizes LCL to send its personal details (within the limit of what is truly necessary for the survey)
to market research or survey companies acting for LCL’s sole account for statistical purposes. The Customer shall be
under no obligation to answer their questions. Any personal information so provided shall be destroyed immediately
after processing.
Finally, the Customer authorizes disclosure, if appropriate, of information concerning it to a Crédit Agricole Group company or
companies (LCL being a member of this Group) in charge of managing and preventing operational risks (risk assessment,
security and prevention of dishonoured items and fraud, fight against money laundering, etc) for all Group entities.
The list of Crédit Agricole Group entities that may receive information about the Customer may be sent on request addressed
to its LCL Corporate Branch.
1.2 “Personal Data Protection”
Information of a personal nature collected by LCL within the scope of the banking relationship concern the natural persons
such as particularly beneficial owners (shareholders, partners, etc) or legal representatives. Such personal information
is necessary to identify these natural persons in connection with the opening, keeping or operation of the account of
the Customer entity’s account and to comply with regulatory requirements. They may be computer processed for the
purposes and in the conditions specified below.
It shall mainly be used by the Bank for the following purposes: KYC, management of the banking and financial relationship,
granting credit, product and services management, recovery, prospecting and sales drives, statistical surveys, risk
assessment and management, fight against money laundering, terrorist financing and corruption and bribery, security
dishonoured items and fraud prevention, compliance with embargoes.
Such information is subject to the same confidentiality rules as those specified in the first two sub-paragraphs of
paragraph 1.1 above.
34
The Customer’s operations and personal data are covered by the professional secrecy obligation binding upon the Bank.
Natural person customers concerned, may also access information concerning them at any time, under the provisions
of law rectify it, oppose its disclosure to third parties or its use by the Bank for commercial purposes by sending a simple
letter to this end to the LCL Corporate Branch of the client entity.
Stamps shall be refunded upon request.
1.3 Recording of telephone conversations
The Customer is notified that conversations, with Bank employees, notably including those of its representatives or
agents may be recorded. The Customer authorizes such recordings and consents thereto.
These recordings shall be kept by LCL in accordance with the provisions of the applicable regulations. They shall serve
as evidence, in case of a dispute and the Customer hereby accepts this.
1.4 Combat against money laundering, terrorist financing, corruption, bribery and fraud and
compliance with embargoes
Under the regulatory provisions governing the fight against money laundering, terrorist financing, corruption and bribery
and fraud as well compliance with embargoes, the Bank is required to request information from its Customer and,
where required, obtain the necessary supporting documentation:
l the identity of the beneficial owners of the business relationship,
l the purpose and the nature of the business relationship, and the economic relevance of transactions performed,
l any operation that may be considered complex or any operation concerning an unusually large sum of money or which
does not appear to have an economic justification or licit purpose. In this case, the Bank must ask the Customer
for information about the origin of the funds and their destination, as well as the purpose of the operation and the
identity of the beneficial owner.
1.5 Electronic mail shots and prospecting
The Customer expressly authorises LCL, any Crédit Agricole Group entity or external service providers and partners to
use professional e-mail addresses provided either by the Customer itself or by its staff members for
prospecting purposes. The Customer furthermore undertakes to inform its personnel that their business address may
be used by LCL in connection with their business activities.
The Customer and its staff may oppose free of charge and via electronic channels the use by LCL of their business
e-mail address for commercial purposes.
2 - GUARANTEE OF DEPOSITS
Under the provisions of articles L312-4 and following of the Monetary and Financial Code LCL is a member of a deposit
guarantee fund whose purpose is to compensate customers in the event their deposits or other redeemable funds are
not available up to 100,000 euros per depositor.
3 - GOVERNING LAW - COMPETENT JURISDICTION
This Agreement is governed by French law for its construction and performances. For any dispute arising herefrom or
from the consequences hereof the French courts alone shall be the courts of competent jurisdiction in the conditions
specified in the special conditions hereof.
LANGUAGE
This English translation is provided to Customers, upon request, for information purposes only. In case of any inconsistency
between the two versions, the French version shall prevail.
35
www.LCL.fr
CREDIT LYONNAIS, limited capagny with capital of € 1,847,860,375 registered with the registrar of business companies in Lyon under SIREN number 954 509 741 with its registered office in Lyon (69002), France, 18 rue de la République and its head office, 20 avenue de Paris 94811 Villejuif cedex
France, ORIAS number 07 001878. Under the supervision of Commission Bancaire, 73 rue de Richelieu, 75002 Paris and of Autorité des Marchés Financiers, 17 place de la bourse, 75082 Paris cedex 02. Approved by Comité des Etablissements de Crédit et des Entreprises d’investissement,
39 rue Croix des Petits Champs 75001 Paris under N° 30002. Ref : 03/2014 - Parcours Créatif
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Banque Centrale Populaire

Agreement on Conditions of Employment for Bank Employees

Configurable Machine Vision Software

The regulation of insider trading in China: A