Tallinn Business Bank Ltd.

1.1

General conditions of Tallinna Äripank (hereinafter: General Conditions of the Bank) are provisions based on the legal acts of the Republic of Estonia and the principles of sound banking management by which Tallinna Äripank is guided in communication with its clients.

1.2

General Conditions regulate relations between Tallinna Äripank (hereinafter: the Bank) and all natural and legal persons (hereinafter: the Client) who use services of the Bank.

1.3

The General Conditions shall be available at all branch offices of the Bank. The Client shall have a copy of the General Conditions at the request.

1.4

General Conditions have been prepared in the Estonian language.

1.5

The Bank shall amend the General Conditions of the Bank in accordance with changes in banking and legal regulations.

2.1

The relationship between the Bank and the Client is based on the laws, other legal acts, General Conditions, contracts concluded between the Bank and the Client, the current product conditions of the Bank, price lists and principles of sound banking practice.

2.2

The Bank shall be entitled, on the basis of the internal rules of procedure, product conditions and contracts concluded with the Client, to use more favourable conditions for the Client compared with the General Conditions, however, without deviating from the basic principles of the General Conditions.

2.3

Should there be any variance between the General Conditions and the conditions established with the contract concluded between the Bank and the Client, the terms and conditions set forth under the contract shall have priority.

2.4

The General Conditions shall be applicable in respect to contractual relations having originated prior to the taking effect of the General Conditions and continue on the day of taking effect of the General Conditions as far as it has been established with the contracts concluded between the Bank and the Client.

2.5

The General Conditions shall be applicable until due performance of all obligations arising from the relations between the Bank and the Client.

2.6

Invalidity of any provision of the General Conditions shall not affect the validity of the remaining provisions.

3.1

Laws of the Republic of Estonia shall be applied in the relations between the Bank and the Client.

3.2

For regulation of transaction relations between the Bank and the Clients who are legal persons of foreign countries or citizens of foreign countries, laws of foreign countries may be applied with mutual agreements of the parties only in case it has been provided in the contract. Foreign law shall not be applicable if it is at variance with Estonian laws, constitutional order or good practice.

3.3

Judicial disputes between the Bank and the Client shall be settled in the court of the location of the Bank unless otherwise stipulated by law or unless otherwise agreed between the parties.

4.1

A natural person can perform transactions personally or through his/her representative. A legal person performs transactions through the representative.

4.2

Representative is a person who has the right arising from the law or from transaction to perform transactions within his/her authority on behalf of the Client. An authorization is a set of rights within the limits of which the representative may act on behalf of the Client.

4.3

The Bank has the right to demand certification of the authority.

5.1

The client and his/her representative shall be obliged to submit to the Bank upon the Banks demand information and documents for identification of his/her person.

5.2

Identification of a natural person shall include written or electronic fixation of the persons name, personal ID code and address, as well as of the description, number, date of issue and issuer of the identification document, and of other identification information.

5.3

The identification documents for a natural person accepted by the Bank are documents determined by the Bank that satisfy the requirements of the legal acts in force.

5.4

The Client shall immediately inform the Bank of deprivation, theft or other involuntary dispossession of any identification documents.

5.5

In the event the Client fails to comply with the obligation to inform the Bank, the Bank shall not be held liable for any loss caused to the Client by any third person using the Clients account with the help of the Clients identification document unless this is made possible due to the Banks serious negligence.

5.6

An Estonian legal person or a branch of a foreign company registered in Estonia shall be identified on the basis of an effective duplicate of the register card or in some other way provided by law.

5.7

A legal person of a foreign country shall be identified on the basis of an excerpt from the respective register of this foreign country or of the registration certificate or of other foundation documents accepted by the Bank.

6.1

Representation may be legal or under proxy.

6.2

The Bank shall not be obliged to accept the right of representation, which is not expressed unambiguously and explicitly.

6.3

The document evidencing the right of representation has to be executed in accordance with the Banks requirements and in the form accepted by the Bank. The document evidencing the right of representation is valid only with the identification document of the representative acceptable for the Bank.

7.1

Legal representative of a legal person, including proxy, has to certify his/her authority with an excerpt from the respective register and a personal identification document. In case a legal representative cannot be identified with the register documents, the authority of the representative shall be certified with the relevant decision of a competent body of the legal person.

7.2

Representative named in the foundation agreement or foundation resolution of a company subject to foundation or a representative acting on the basis of a proxy has to submit to the Bank the agreement or foundation decisions and/or the respective proxy.

7.3

In the event the representative of a Client under age is his/her parent, the Bank shall accept the parents authority against any identification document certifying the parenthood.

7.4

The Bank shall accept the authority of the representative (Guardian) of any person certified by court incapable or with limited capability against the Guardians identification document and the court decision certifying the guardianship.

7.5

The Bank shall accept the authority of any person appointed administrator (trustee) of the property of any absentee or person certified as missing against his/her identification document and the court decision certifying the trusteeship.

8.1

In the event of representation under proxy, the Client or the Clients representative shall submit to the Bank a proxy, which shall express the representatives authorization.

8.2

Such proxy shall include

8.2.1 description of authorization;

8.2.2 first and last name, personal ID code or the date of birth, or name and register code or registration number of the person being represented;

8.2.3 first and last name, date of birth or personal identification code, or name and register code or registration number of the representative;

8.2.4 date of issuing the proxy;

8.2.5 expiration of the proxy (if fixed);

8.2.6 signature of the person being represented.

9.1

The Bank shall accept the signature written by the Clients own hand, the signature written by the Clients representatives own hand, and electronically or orally submitted codes in cases fixed with an agreement.

9.2

The Bank shall have the right to demand signing in the Bank or in case it is impossible, notarial attestation of the signature.

9.3

The Client and his/her representative shall sign his/her own hand on the signature sample card, unless it is a one-time or limited authorization under proxy.

9.4

The Bank shall bear no liability for any transactions performed by unauthorized representative and for the consequences arising from them in case the Client fails to comply with the obligation to inform the Bank (Article 12.3 of the General Conditions of the Bank). The Client shall have to inform the Bank even if representation is filed with public records and data on this are published in the mass media, including as official announcements, or when there is a court decision regarding the right of representation.

10.1

The Clients rights and obligations shall be transferred to another person in accordance with the transaction, law or other legal act.

10.2

In case of decease of a natural person, the Bank shall have the right to request from his/her heirs any documents which are prescribed by acts of law and certify that the Clients rights are subjected to transfer to them.

10.3

Reformation, merger and splitting of any legal person shall be asserted with a relevant register excerpt or in any other way stipulated in acts of law.

11.1

Documents shall be submitted to the Bank by the Client in the form of original copies or notarized duplicates.

11.2

The Bank shall be entitled to keep the original document (with the exception of personal identification document) submitted by the Client or his/her representative, or make a copy of this document.

11.3

The Bank shall not be obliged to accept any foreign language documents without notarized translation into Estonian or documents issued in other countries that have not been legalized.

11.4

The Bank has the right to assume that any document submitted by the Client shall be authentic, effective and valid.

11.5

In the event of uncertainty about the origin of any document, the Bank shall have the right to refuse carrying out an operation and request additional information or documents.

11.6

The Bank shall not be held liable for any loss incurred to the Client and/or any third person due to forged, expired or invalid documents unless the loss was incurred due to the Banks serious negligence.

12.1

The Bank shall notify the Client by the following means:

12.1.1 notices or bulletins at branch offices;
12.1.2 notices in the press;
12.1.3 personal notices by mail or other means of communication;

12.2

Any personal notice sent to the Client shall be deemed received by the Client and the Banks obligation to inform fulfilled after the Banks notices have been sent off to the latest address indicated by the Client.

12.3

The Client shall immediately inform the Bank in writing of any changes in facts that are important for the particular business relationship, that may affect performance of the Clients or Banks obligations, including changes in the name, address and representative. A legal person shall also inform the Bank about the reformation, merger and splitting of the legal person and declaration of bankruptcy or starting of the liquidation procedure. This obligation to inform shall inclusively be applicable in the event the changes named above are filed with a public register or published in the mass media.

12.4

In the event the Client does not comply with the obligation named above, the Bank shall assume that the information at its disposal is accurate and the Bank shall not be responsible for any loss incurred to the Client and/or any third person due to the Client's failure to comply with the obligation to inform the Bank.

12.5

The Bank shall have the right to request from the Client the original copies or notarized duplicates of the documents a change is based on.

13.1

A written agreement shall be concluded between the Bank and the Client for opening of account.

13.2

A bank account of a natural person shall be used by the account owner or his/her representative.

13.3

A bank account of a legal person shall be used by its representative.

13.4

The Client shall be able to perform any transaction related to the disposal of the account at all branches of the Bank.

13.5

The Bank shall issue to the Client account statements according to the procedure and intervals agreed between the parties.

13.6

The Client shall be obliged to immediately check the validity and correctness of information about his/her account and the transactions described in the notices received from the Bank. In the event he/her discovers any inaccuracy, the Client shall be obliged to immediately inform the Bank, but not later than 10 days from receiving the notice. In case the Client fails to raise an objection within the above term, he/she accepts with this the situation reflected in the document.

13.7

The Client shall be obliged to immediately inform the Bank when he/she has failed to receive an account statement or any other notice issued by the Bank on a regular basis, but not later than 10 days from the day he/she should have received the notice from the Bank according to the agreement.

14.1

Any instructions to be submitted to the Bank by the Client shall be in writing or by other means agreed between the Bank and the Client.

14.2

The Bank shall have the right to assume that the content of any instruction presented to the Bank corresponds to the Clients will.

14.3

The Bank shall generally undertake to execute only such orders that are drawn accurately and in the form accepted by the Bank, which are unambiguous, executable and which clearly indicate the Clients will. The Client shall be responsible for inaccuracies, mistakes and incorrect delivery of the instructions. The Bank shall have the right to request additional information or documents in the event an order is incomprehensible.

14.4

The Bank may deviate from the Clients instructions in case the Bank can assume, based on the particular circumstances that the Client would approve of its activity.

14.5

The Bank shall be entitled to refuse from performing an order not corresponding to conditions stipulated under Article 14.3.

14.6

The Client shall be obliged to create all conditions depending on him/her that are relevant for executing his/her orders. In case the Client fails to comply with this obligation, the Bank shall be entitled to refuse from performing the Clients order, whereas the Bank shall not bear liability for damages caused to the Client and/or third persons by the refusal to perform such order.

14.7

The Bank shall be entitled to record orders and other instructions forwarded by the Client by telephone and if necessary, use them to evidence the orders.

15.1

The Bank shall perform the Clients instructions taking into consideration the Estonian laws, other legal acts, the General Conditions, contracts concluded between the Bank and the Client.

15.2

The Client shall be entitled to demand the performance of his instructions from the Bank only under condition that the instructions are stated in the Bank price list or that the Bank and the Client have specially agreed on their performance.

15.3

The Client shall be entitled to cancell the performance of his instructions in case of the Bank failing to perform the instructions in time or not assuming necessary liabilities to the third persons.

16.1

The Bank shall bear no liability for any delay caused by the Banks fault more than in the extent of the interest rate stipulated in the law on the delayed amount during the period of delay, unless otherwise agreed between the Bank and the Client.

16.2

The Bank shall bear no liability for the damage caused by any delay arising in the performance of an order in case the order that caused the delay was incorrectly drawn by the Client, contained incorrect information or its content was contradictory or ambiguous.

16.3

The Bank shall bear no liability for any error or delay caused by the terms and rules established by its business partners or their activity/inactivity.

17.1

The Bank shall be entitled to apply all conditions and restrictions in respect to transactions and operations performed by the Client with foreign currency that have been established at the country of origin of that particular foreign currency and that affect the Bank in the performance of transactions or investments with that foreign currency.

17.2

The Bank shall have the right to postpone, or apply limits to liabilities taken in any foreign currency in the event such postponement or application of limits results from force majeur in the country of origin of this currency. The above provision shall not apply to the transactions performed within the Bank as well as in performance of offsets.

17.3

Unless otherwise agreed between the Bank and the Client, liabilities denominated in a foreign currency shall be carried out in this currency.

18.1

Unless otherwise agreed between the Bank and the Client, or unless otherwise stipulated by law, the Bank shall have the right to perform offsets, without the Clients permission and without prior notification, to the value of any judicially undisputed recallable claims arising from the Clients liabilities.

18.2

The Bank shall have the right to first withhold from the Clients accounts any amounts payable to and recallable by the Bank, inclusively in the event the Client or any third party has submitted other payment orders after an amount has become recallable, and before it is withheld by the Bank, unless otherwise stipulated by law.

18.3

The Bank shall notify the Client of offset pursuant to an agreement concluded with the Client or pursuant to law.

19.1

The services rendered to the Client and transactions performed for the Client and their prices are listed in the Banks price list.

19.2

The price list shall be available throughout any business day of the Bank at all branch offices of the Bank. Any change to the price list shall be displayed at the branch offices 15 days prior to the effective date, by which action the Banks obligations to inform shall be deemed performed.

19.3

Unless otherwise agreed between the Bank and the Client, prices fixed in the price list shall be used. Prices of services and transactions that are not fixed in the price list shall be negotiated in the agreement between the Bank and the Client serving as the basis for rendering the particular service or performing the transaction.

19.4

Unless otherwise agreed between the Bank and the Client, in the event the Client does not agree to any price list change, the Client shall have the right to inform the Bank about the disagreement in writing and terminate the agreement between the Bank and the Client before the amendment becomes effective, notifying the Bank about this 7 days in advance and performing all obligations before the Bank arising from the above and related agreements. In the event the Client has not submitted a respective application to the Bank, he/she shall be deemed to have accepted the amendments without any reservations.

19.5

The Client shall, additionally to the price list or any separate agreement, cover the cost of any operation carried out by the Bank in the interest of the Client (e.g. postage, telephone expenses, notary fees, other money contingencies, deposition charges, etc.).

20.1

The Bank shall have the right to request from the Client a collateral to guarantee a proper performance of his/her obligations arising from the agreement.

20.2

The Bank shall have the right to request from the Client a collateral or increasing of the already existing collateral in case the conditions serving as the basis for the relationship between the Client and the Bank have changed and this change affects or may affect the performance of obligations by the Client. These changes are:

20.2.1 deterioration or risk of deterioration of the Clients economic situation;
20.2.2 diminishing or risk of diminishing of the value of the existing collateral;
20.2.3 other circumstances that affect or may affect proper performance of obligations.

20.3

The Bank shall have the right to release a collateral in case the value of the collateral established by the Client to the Bank permanently exceeds the amount of claims.

21.1

Business hours of the Bank shall be the time when the Bank is open to the Clients for performance of banking operations.

21.2

The dates for settling payments and performing obligations shall be recognized in banking days. Banking day as referred to herein means any calendar day, except Saturday, Sunday or public holidays by Estonian law. A banking day begins at 9.00 a.m. and ends the next banking day at 9.00 a.m.

21.3

In the event the date of performing an obligation should fall on any day that is not a banking day, the banking day following that day shall be deemed the date for performing the obligation.

22.1

The Bank and the Client shall perform their obligations at the location agreed on between the parties under an agreement or in case there is no such agreement, at the location arising from the nature of obligations.

23.1

In case an amount has been transferred to the Clients account by mistake, the Client shall be obliged to inform the Bank immediately after detecting the mistaken transfer.

23.2

The Bank shall have the right to remove any amount received mistakenly on a wrong account without asking permission from the Client.

23.3

The Client shall be obliged to count the amounts payable to the account in cash before payment and the amounts payable from the account immediately after receipt, and submit any claims on the spot immediately. The Bank shall not be obliged to accept later claims.

24.1

The Client shall perform his/her obligations bona fide, soundly and in accordance with the requirements for carefulness and the traditions and practice.

24.2

The Client shall be responsible, completely and unconditionally, for the correctness and unambiguous meaning of any document and order submitted to the Bank as well as for any loss resulting from mistakes.

24.3

In the event the Client acts through a representative or in the event the Clients obligations are performed by another person with the Clients approval, the Client shall be held liable for any such persons action on the terms applied in case of the Clients own action.

24.4

The Client shall not be liable for violating any such obligation provided the Client can prove that the failure to comply with any such obligation was caused by force majeur.

25.1

The Bank shall perform any obligations bona fide, soundly and in accordance with any requirements for carefulness and the traditions and practice.

25.2

The Bank shall be liable for any direct and verified loss caused to the Client as a result of illegal and wrongful action or inaction of Bank employees or any persons authorised by the Bank.

25.3

The Bank shall not be liable for the damages caused to the Client by force majeur, including illegal obstruction of the Banks operation by any third persons (e.g. bomb threats, bank robberies), as well as other events not produced by the Bank (e.g. strike, moratorium, power cut, malfunction of communication lines), or damages caused by any action of the organs of state power.

26.1

Force majeur an unusual and unavoidable event under particular circumstances that the Bank/the Client cannot and is not obliged to foresee and which is not caused by any action or inaction of the Bank/the Client, whereas a result of that event is a global vital disturbance, which makes it impossible for the Bank/the Client to perform its/his/her obligations. In case the hindering circumstances are temporary, nonfeasance or inadequate performance of obligations shall only be excused during the period such circumstances hinder the performance of obligations.

27.1

Any disputes arising between the Bank and the Client shall be attempted to be settled on the spot immediately.

27.2

In the event it is impossible to settle the dispute on the spot, the claimant has the right to submit to the other party a complaint in writing.

27.3

The complaint must contain indication of the circumstances that caused the complaint and reference to the legal act or document on the basis of which the complaint is submitted. In case the Client makes a reference in the complaint to a document not freely available to the other party and unless otherwise stipulated by law, such document shall be enclosed with the complaint.

27.4

Disputes shall be settled by means of negotiations. If no agreement is reached during the negotiations, or in case it is not possible for the Bank and the Client to get in touch with each other, the interested party shall submit the claim to the court or to an executive agency.

28.1

Freezing of account is an action as a result of what it is not allowed to make all or special transactions with money or other assets on the account.

28.2

The Bank shall freeze and release a frozen account, as a rule, at the Clients written request.

28.3

The Bank shall freeze an account at the Clients oral request for two days in the event any documents providing authorization for the use of the account have been lost by, stolen from the Client or the Clients representative. In the event the Client wants to prolong freezing of his/her account, he/she shall have to submit a relevant application in writing. In the event the Client does not comply with this obligation, the Bank shall have the right to terminate freezing of the account in due date, and the Client shall be left without the right to demand that any loss caused to him/her as a result of terminating freezing of the account be reimbursed by the Bank.

28.4

The Bank shall be entitled to freeze the Clients account:

28.4.1 if the Client lacks pecuniary means to perform his/her obligations;
28.4.2 if the Bank receives information documenting the decease of a private account holder;

28.4.3 if the decisions submitted to the Bank by a legal persons representatives on the appointment of persons with signing authority are contradictory.

28.5

The Bank shall release the account from freezing after the circumstances having served as basis of freezing have lapsed.

29.1

Attachment of the Clients account may happen only pursuant to the procedure prescribed by law.

29.2

The Bank shall release the Clients account from attachment on the basis of the decisions taken by the body who made the attachment decision, decree or order.

30.1

An account agreement between the Bank and the Client shall generally be terminated and the account closed at the Clients request in written or any other form previously agreed on.

30.2

The Bank shall have the right to terminate an account agreement unilaterally and close the account also in the event banking operations have not been performed from the account during a year. Entries made by the Bank without any instruction from the Client shall not be deemed banking operations as referred to herein. The Bank shall also have the right to terminate an account agreement on the basis of general provisions of law.

30.3

In the event an account agreement is terminated pursuant to the previous section, the Bank shall retain any funds in the Clients account in its own account and shall pay them out to the Client at the Clients first request or shall deposit such funds with the notary public in favour of the Client. The Bank shall not pay interests on the Clients funds left in the possession of the Bank after the account agreement is terminated and the account closed.

30.4

Closing of an account shall serve as the basis for terminating all other agreements related to this account and for expiring performance of all obligations arising from these agreements.

30.5

The Bank shall, before closing an account, transfer any due interests to the Clients account and shall withhold any service charges and other amounts receivable by it, and shall pay out the money on the account to the Client or to the third person designated by him/her, or shall transfer such money to the account indicated by the Client.

30.6

In case of decease of any natural person, the Bank shall close his/her account after making the payments subject to documents certifying the right of inheritance by law.

30.7

A closed account shall not be reopened.