Terms and Conditions

INTRODUCTION

This Agreement sets out the terms and conditions on which Customers may use DirectDeal.

AGREEMENT

1. INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise:

"Agreement" means this agreement and, except where the context otherwise requires, the Customer Contract.

"Bank" means The National Bank of New Zealand, part of
ANZ National Bank Limited.

"Customer" means any person who has agreed to use DirectDeal on the terms of this Agreement by signing and delivering to the Bank a Customer Contract.

"Customer Contract" means the agreement entitled "DirectDeal Customer Contract" including its schedules pursuant to which a person agrees to use DirectDeal on the terms and conditions of this Agreement.

"Authentication Number" means a six digit number which, at any time, is unique to, and is able to be recognised by DirectDeal as having been generated by, a particular Security Device.

"Customer Equipment" means the Customer's personal computer(s), modem(s) and operational software.

"DirectDeal" means the system known as DirectDeal through which the Bank may provide Products and Services to customers, and includes each of the DirectDeal Components.

"DirectDeal Components" means the Software, the DirectDeal Site, each Security Device, User ID and PIN provided to the Customer, and any other thing whatsoever which is from time to time made available by the Bank in connection with the Customer's use and the operation of DirectDeal.

"DirectDeal Site" means the web site maintained by the Bank for DirectDeal.

"Domestic Account" means the NZD account specified in the schedule to the Customer Contract.

"Fees" means the fees charged from time to time by the Bank to the Customer for DirectDeal, as notified by the Bank to the Customer.

"General Terms and Conditions" means, in relation to a Product or Service:

(a) if a written agreement between the Customer and the Bank in relation to that Product or Service is in force and effect, that agreement (as such agreement may be varied by this Agreement); or

(b) otherwise, the Bank's terms and conditions relating to that Product or Service as set out on the DirectDeal Site from time to time.

"Insolvency Event" occurs, in relation to the Customer, when:

(a) an application is made, or proceedings are commenced for its bankruptcy, liquidation, or winding up; or

(b) an application is made to a court for an order appointing, in respect of it, a liquidator, provisional liquidator, or similar officer or when any of them is appointed; or

(c) except to reconstruct or amalgamate on terms approved by the Bank, it enters into, or resolves to enter into, a scheme of arrangement or composition with, or assignment for the benefit of, any of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them; or

(d) it is unable to pay its debts when they fall due or is deemed unable to pay its debts when due or is deemed unable to pay its debts under any law or enters into any dealings with any of its creditors with a view to avoiding, or in expectation of, insolvency, or makes a general assignment or an arrangement or composition with or for the benefit of any of its creditors, or stops or threatens to stop payments generally, or any step is taken to appoint, or with a view to appointing, a statutory manager (including the making of any recommendation in such regard by the Securities Commission) under the Corporations (Investigation and Management) Act 1989 in respect of it, or it, any subsidiary of it or any associated person (as that term is defined in that Act) of any of them is declared at risk pursuant to the provisions of that Act.

"Loss" means any loss, damage, claim, cost, expense, interruption, delay, non-performance or other liability.

"Message" means any message sent by the Customer to the Bank within a Secured Session.

"Passcode" means, in relation to a User, the combination of that User's PIN and the Authentication Number generated by the unique Security Device assigned to that User.

"PIN" means, in relation to a User, that User's unique numeric Personal Identification Number for DirectDeal.

"Product" means any product offered by the Bank to the Customer through DirectDeal, as specified in the schedule to the Customer Contract.

"Related Company" has the meaning given to that term in section 2(3) of the Companies Act 1993, and the term "Related Companies" has a corresponding meaning, and each of those terms includes any company or similar entity which would be a related company within that definition if incorporated as a company in New Zealand.

"Secured Session" occurs when:

(a) an encrypted session has been established between the Customer Equipment and the DirectDeal Site; and

(b) a User has been authorised by reference to his/her User ID and Passcode;

"Security Device" means the device which generates a unique Authentication Number from time to time.

"Service" means any service offered by the Bank to the Customer through DirectDeal, as specified in the schedule to the Customer Contract.

"Settlement Account" means the account(s) of the Customer to be used for the settlement of transactions effected through DirectDeal, as specified in the schedule to the Customer Contract or such other account(s) as may be agreed by the Bank and the Customer in writing from time to time.

"Software" means the software components for DirectDeal. "User" means a person authorised by the Customer to use DirectDeal, as specified in the Customer Contract or notified to the Bank from time to time in writing.

"User ID" means, in relation to a User that User's unique user identification for DirectDeal.

1.2 Interpretation: In this Agreement, unless the context otherwise requires:

(a) a reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated;

(b) a reference to this Agreement, a Customer Contract, any General Terms and Conditions or to any other agreement means this Agreement, that Customer Contract, those General Terms and Conditions or that other agreement as amended from time to time;

(c) headings are inserted for convenience only and are to be ignored in construing this Agreement;

(d) the singular includes the plural and vice versa;

(e) the word "person" includes a natural person and any body or entity whether incorporated or not; and

(f) other than for (i) the purposes of paragraph (a) of the definition of General Terms and Conditions and (ii) the definition of User, a reference to "in writing" or "written" includes representing or reproducing words, figures, or symbols in a visible form in any medium by electronic means that enables them to be stored in permanent form and to be retrieved and read.

1.3 The Customer acknowledges that the provisions of this Agreement are intended to confer benefits on the Bank and its Related Companies ("Group") and to create obligations on the part of the Customer which are enforceable at the suit of any company within the Group (whether by way of defence or otherwise) pursuant to the provisions of the Contracts (Privity) Act 1982. Notwithstanding the above, this Agreement may be amended in accordance with its terms without the need for the agreement of any other member of the Group, other than the Bank.

2. LICENCE

2.1 The Bank grants to the Customer a non-exclusive, non-transferable licence to use DirectDeal in accordance with the terms of this Agreement.

2.2 The Customer shall not:

(a) transfer, assign, delegate, lease or sub-contract use of, or provide, DirectDeal to any third party, or use DirectDeal within a service bureau;

(b) operate DirectDeal under any timesharing or rental or embedding agreement;

(c) other than to its Related Companies, distribute or sublicense DirectDeal; or

(d) except with the prior written consent of the Bank, request or accept any Product or Service or otherwise use DirectDeal as the agent, trustee, attorney, nominee or representative of any person.

2.3 At the request of the Bank, the Customer shall, at its own cost, do all such things as are necessary or desirable to facilitate the provision of DirectDeal via the networks or databases of any third party operator.

3. AVAILABILITY

3.1 Unless provided otherwise in the General Terms and Conditions, the Bank shall use its reasonable endeavours to make the Products and Services available through DirectDeal daily (except Saturdays, Sundays and statutory holidays) between 7.00am and 9.00pm.

3.2 The Bank may suspend DirectDeal (or part thereof) for any reason at any time without notice and in particular but without limitation if:

(a) preventative or corrective maintenance to DirectDeal is required to be carried out; or

(b) the Bank is unable to maintain the availability of DirectDeal or any of the Products and Services provided through DirectDeal.

3.3 The Bank shall use its reasonable endeavours to notify the Customer prior to any such suspension of DirectDeal.

4. OPERATION

4.1 A Message, once received by the Bank, shall be unconditional, irrevocable and binding on the Customer.

4.2 The Bank shall be entitled to rely on a Message as conclusive evidence of:

(a) the accuracy of the information contained in the Message; and

(b) the Message having been made with the express authority of the Customer,

without the need for any verification or investigation by the Bank whatsoever. In particular, the Bank is not required to verify that a Message is sent by, or with the authority of, the relevant User.

4.3 Any contract for the Bank to provide the Customer with a Product or Service formed under DirectDeal shall be governed by the General Terms and Conditions relating to that Product or Service and the Customer shall be bound by such terms and conditions.

4.4 Unless provided otherwise in the General Terms and Conditions for a particular Product or Service (and subject to the other provisions of this Agreement), DirectDeal will operate as follows:

(a) the Customer shall send a Message to the Bank requesting the Bank to provide a Product or a Service;

(b) on receipt of such a Message, the Bank shall either:

(i) notify the Customer in writing that the Bank will not provide the Product or Service requested in that Message; or

(ii) notify the Customer in writing that the Bank will offer to provide the Product or Service requested in that Message;

(c) any offer made by the Bank:

(i) will set out the terms on which the Product or Service will be offered; and

(ii) will lapse if not accepted by the Customer within the timeframe provided by the Bank;

(d) in the case of (b)(i), or if the Bank fails to respond to a Message sent by a Customer, no contract shall be formed;

(e) in the case of (b)(ii), no contract shall be formed unless and until the Bank receives a Message from the Customer accepting the offer of the Bank on the terms specified by the Bank and prior to that offer lapsing.

4.5 None of the entering into this Agreement, the signing and delivery of a Customer Contract, the giving of a Message by the Customer or the receipt of a Message by the Bank (unless a contract has been formed in accordance with clause 4.4(e)) shall constitute a commitment or agreement by the Bank to enter into any transaction or to provide any Product or Service, or result in the Bank incurring any liability in respect thereof. The Bank shall not be required to give any reasons for deciding whether or not it agrees to enter into any transaction.

4.6 If the Bank provides information to the Customer that is clearly incorrect the Customer must notify the Bank (by DirectDeal or by telephone) of the error and the Customer shall not seek to enter into a transaction based upon that incorrect information. If the Customer enters a transaction based upon that incorrect information, the Bank may, upon becoming aware of the error, immediately reverse the transaction and make correcting entries to the Customer's accounts.

4.7 The Customer authorises the Bank:

(a) to debit any sum to be debited, as a result of the Customer using DirectDeal, to its appropriate Settlement Account, whether in credit or overdrawn or becoming overdrawn in consequence of any such debit; and

(b) to credit any sum to be credited, as a result of the Customer using DirectDeal, to its appropriate Settlement Account.

4.8 Notwithstanding any other provision of this Agreement, the Bank shall not be obliged to accept or to act upon any Message and the Bank shall not be under any obligation to make any payment unless sufficient cleared funds are available on the relevant Settlement Account from which the funds are requested to be paid or the Bank has agreed to grant the Customer sufficient facilities on the same Settlement Account to enable the payment to be made.

4.9 The Customer acknowledges that it is not possible for the Bank to ensure that the payment to, or receipt of, money from a third party can be made by, or within any, particular time limit.

4.10 The Customer acknowledges that the Bank will not be obliged to act upon any settlement instruction to pay a third party.

5. FEES

5.1 All Fees must be paid by the Customer on or before the dates notified by the Bank to the Customer from time to time.

5.2 The Customer authorises the Bank to debit its Domestic Account, or any other account that the Customer holds with the Bank, with the Fees on the due dates.

5.3 The Bank is entitled, without requiring the Customer's consent, to increase or decrease the Fees, to introduce new Fees and to change the dates on which Fees are payable. The Bank will give the Customer 30 days notice of any such change.

6. DELIVERY, TRAINING AND INSTALLATION

6.1 The Bank shall deliver the Security Device(s), User ID(s) and PIN(s) to the Customer at a time to be agreed by the Customer and the Bank.

6.2 Upon receipt of the items described in clause 6.1, the Customer shall acknowledge receipt of those items in the form required by the Bank.

6.3 The Customer, at its cost, will provide the Customer Equipment, software network, material and environment necessary for the Customer to use DirectDeal.

6.4 A support service notified by the Bank from time to time will be available to the Customer.

6.5 Any telephone information, demands or requests made to DirectDeal support may be recorded and retained by the Bank.

7. SECURITY AND CONTROL

7.1 The Bank shall at its absolute discretion determine from time to time whether or not data transmitted by DirectDeal shall be protected by encryption or authentication procedures.

7.2 The Customer shall:

(a) ensure that (i) no third party or unauthorised employee, agent or contractor, gains access to, and/or uses, DirectDeal and (ii) no other interference with DirectDeal occurs (such access, use, and/or interference referred to in this Agreement as "Unauthorised Use");

(b) effect and maintain security measures to prevent (i) Unauthorised Use occurring and (ii) any loss arising from the occurrence of Unauthorised Use;

(c) notify the Bank immediately it becomes aware of any Unauthorised Use and, at its cost, take any action which is necessary or which the Bank may require to prevent any further Unauthorised Use occurring and any Loss arising from any Unauthorised Use;

(d) notify the Bank immediately of any claims by a third party in relation to its use of DirectDeal; and

(e) advise the Bank promptly of any loss of a Security Device or any unauthorised disclosure of a PIN or User ID.

7.3 The Customer shall:

(a) only use DirectDeal for its own internal business purposes;

(b) not use any method of telecommunication for DirectDeal, or use DirectDeal in combination with another computer programme, except as expressly permitted by the Bank;

(c) not copy DirectDeal or any DirectDeal Component in any manner or form;

(d) not alter, modify, decompile, disassemble or reproduce, reverse engineer, or connect any unauthorised attachments to DirectDeal in any manner or form nor attempt to do any of the foregoing;

(e) not gain, or attempt to gain unauthorised access to the Bank's systems or use DirectDeal in a manner or for a purpose not contemplated or authorised by this Agreement; and

(f) comply with all laws in respect of DirectDeal, including US export control laws and regulations.

8. CUSTOMER RESPONSIBLE

8.1 The Customer agrees that:

(a) it is responsible for protecting the Customer Equipment and/or its network from being affected by viruses, worms etc while using DirectDeal and at all other times. The Bank is not responsible if a Customer is unable to access or use DirectDeal due to any virus, worm etc nor for any Loss the Customer may suffer as a result of a virus, worm etc affecting the Customer Equipment and/or its network or a Message;

(b) it is responsible for ensuring that its employees are properly trained to use DirectDeal in accordance with the provisions of this Agreement; and

(c) it is responsible for ensuring that each Security Device delivered by the Bank under clause 6.1 is delivered to the relevant User and is used by no person other than such User, and the Bank has no responsibility in this regard.

9. CONFIDENTIALITY

9.1 The Customer shall keep the existence and provisions of this Agreement, the Customer Contract, DirectDeal and all information, techniques, data and designs relating to DirectDeal (together, "Confidential Information") confidential and will not disclose any Confidential Information to any person except:

(a) to those of its employees who are directly involved in the use of DirectDeal and who need to have such Confidential Information in order to use DirectDeal and who are aware of and comply with these conditions of confidentiality in all respects; or

(b) insofar as such Confidential Information is in the public domain, otherwise than through any breach of its obligations under this clause; or

(c) to the extent that it is required by law to do so.

9.2 The Customer's obligations under this clause are continuing and shall survive the expiration or termination of its use of DirectDeal.

10. INTELLECTUAL PROPERTY

10.1 DirectDeal is and shall at all times remain the property of the Bank or its licensors and no Customer shall in any circumstances obtain any rights over or in respect of DirectDeal (other than rights to use DirectDeal pursuant to this Agreement) or hold itself out as having any such rights over or in respect of DirectDeal.

10.2 Copyright and all other intellectual property rights in DirectDeal and all information, techniques, data and designs relating to the same of whatsoever nature (together "Intellectual Property Rights") are and at all times shall remain the property of the Bank or its licensors, and no Customer shall in any circumstances obtain any rights over or in respect of such Intellectual Property Rights or hold itself out as having any rights over or in respect of such Intellectual Property Rights.

11. REMEDY OF DEFECTS

11.1 Where a defect arises in connection with DirectDeal and, in the opinion of the Bank, the cost of rectifying or replacing DirectDeal is reasonable, the Bank may elect to rectify the defect or replace DirectDeal.

11.2 If the Bank chooses not to rectify the defect or replace DirectDeal, the Customer shall have the right to terminate its use of DirectDeal pursuant to clause 16.1(a).

12. LIABILITY

12.1 The Customer acknowledges that:

(a) neither the Bank nor its licensors makes any warranties, express, implied or statutory, except as expressly set out in this Agreement; and

(b) the obligations, duties and liabilities of the Bank to a Customer in connection with or relating to DirectDeal (subject to clause 4.3) are limited to the obligations, duties and liabilities of the Bank which are expressly specified in this Agreement, and the Bank has no other obligation, owes no other duty and has no other liability to a Customer in connection with or related to DirectDeal whatsoever and howsoever arising (including, without limitation, any obligation, duty or liability arising in tort or, to the extent capable of being excluded, statute).

12.2 Without in any way derogating from clause 12.1, the Bank shall not be liable to the Customer for any Loss arising out of:

(a) any failure or malfunction of equipment used by the Bank in providing DirectDeal;

(b) any failure or malfunction of the Customer Equipment or any other hardware, software, communication link or network used by or on behalf of the Customer;

(c) any Unauthorised Use or use of DirectDeal in a manner or for a purpose other than that recommended or intended by the Bank or its suppliers or in contravention of any law or regulation for the time being in force;

(d) the accuracy of any information obtained using DirectDeal (which may be on screen, in file format or printed format);

(e) the Bank declining, for whatever reason, to provide any Product or Service requested in a Message;

(f) any inaccuracy or error in a Message;

(g) any termination of the Customer's use of DirectDeal;

(h) any unavailability, for whatever reason (including suspension by the Bank pursuant to clause 3.2), of DirectDeal; or

(i) any other cause beyond the Bank's control,
even if the Bank is aware of the possibility of such Loss.

12.3 The Bank shall not be responsible, nor have any liability, for any indirect, special, incidental, punitive, or consequential damages, including without limitation, loss of profits, loss of business or loss of revenue, even if advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of the Bank and regardless of whether such liability sounds in contract, negligence, strict liability, tort, or any other theory of legal liability.

12.4 The Customer agrees that the maximum aggregate liability of the Bank to the Customer during any 12 month period arising:

(a) under this Agreement; and

(b) to the extent the Bank is unable to rely on the exclusions of liability contained in clauses 12 and 14 of this Agreement, otherwise in connection with or related to DirectDeal,

shall be no more than the aggregate amount of the Fees paid by the Customer to the Bank during such 12 month period or $1,000, whichever is the lesser.

12.5 The Customer shall be liable for all costs and expenses incurred by the Bank, including the costs of reprocessing Messages, if any data provided by or on behalf of the Customer or its bankers (except insofar as such input data emanates from the Bank) is faulty or incorrect or out of sequence or because of any breach of this Agreement, negligent act or omission by the Customer, its bankers or their employees or agents.

13. INDEMNITIES

13.1 The Customer indemnifies the Bank against any Loss sustained or incurred by the Bank whether direct or indirect, consequential or incidental, including, without limitation any loss of profit, arising:

(a) out of a claim by a third party alleging an infringement of any intellectual property rights (including, without limitation, copyright, trademarks and patents) if the alleged infringement arises from:

(i) its use of DirectDeal in combination with another computer program;

(ii) its use of DirectDeal in a manner or for a purpose not contemplated by this Agreement or not authorised in writing by the Bank;

(iii) actual or purported modification or alteration by the Customer of DirectDeal;

(iv) any transaction entered into by the Customer arising out of the use of DirectDeal; or

(b) out of it gaining or attempting to gain unauthorised access to the Bank's systems or its use of DirectDeal in a manner or for a purpose not contemplated by this Agreement or not authorised in writing by the Bank; or

(c) as a consequence of the Bank acting in accordance with a Message; or

(d) as a consequence of any breach of its obligations under this Agreement,

even if the Bank is aware of the possibility of such Loss.

13.2 The Customer acknowledges that the provisions of clause 12 and clause 13.1 are intended to confer benefits on any licensor(s) of DirectDeal to the Bank which are enforceable at the suit of any such licensor (whether by way of defence or otherwise) pursuant to the provisions of the Contracts (Privity) Act 1982.

14. ACKNOWLEDGEMENTS; REPRESENTATIONS AND WARRANTIES

14.1 The Customer acknowledges that no promise, representation or warranty or undertaking, whether express or implied has been made or given by the Bank, its licensors or any other person on its or their behalf:

(a) as to whether DirectDeal is compatible with the Customer's software;

(b) in relation to the profitability of, or any other consequence or benefits to be obtained from, the delivery or use of DirectDeal;

(c) as to the merchantability, non-infringement or fitness for purpose of DirectDeal;

(d) as to whether the Bank or its licensors own all copyright to or in connection with DirectDeal; or

(e) as to whether or not the Bank will agree to provide the Products or Services requested in a Message.

14.2 The Customer acknowledges that in deciding to enter into this Agreement and a Customer Contract and use DirectDeal, and in requesting any particular Product or Service, it is relying on its own skill and judgment and such independent advice (including tax, accounting, legal and financial advice) as it considers necessary, and not upon any representation (other than a representation expressly set out in this Agreement) or information made or given by the Bank or any person on behalf of the Bank.

14.3 The Customer acknowledges that no representation made or warranty given by the Bank, or any employee or other servant or agent of the Bank in relation to DirectDeal shall bind the Bank unless confirmed in writing by a person expressly authorised by the Bank to give such confirmation.

14.4 The Customer acknowledges that DirectDeal is licensed to the Customer for the purposes of its business and all Products and Services provided to the Customer through DirectDeal are provided for the purposes of its business. Accordingly, nothing in the Consumer Guarantees Act 1993 applies to DirectDeal or any Products or Services provided through DirectDeal.

14.5 The Customer represents and warrants that:

(a) it has the power to enter into, and exercise its rights and perform and comply with its obligations under, this Agreement (including, without limitation, in relation to any Product or Service requested by it); and

(b) unless the Bank has expressly agreed otherwise, it has entered into, and will exercise its rights and perform and comply with its obligations under, this Agreement (including, without limitation, in relation to any Product or Service requested by it) in its own capacity and not as agent, trustee, attorney, nominee or representative of any person.

15. VARIATION AND ADDITIONAL TERMS AND CONDITIONS

15.1 The Bank may at any time vary the terms of this Agreement by giving at least 30 days notice in writing to the Customer. Any such variation shall come into effect on the day specified in the notice unless the Customer, at least 15 days before such date, gives notice terminating its use of DirectDeal pursuant to clause 16.1(a).

15.2 The Bank may from time to time vary, amend or add to the Products and Services available through DirectDeal by giving 30 days written notice to the Customer. Any variation, amendment or addition shall take effect at the time the notice of variation, amendment or addition is deemed to have been received by the Customer in accordance with clause 17 and the schedule to the Customer Contract shall be deemed amended accordingly.

16. TERMINATION

16.1

(a) The Bank or the Customer may terminate the Customer's use of DirectDeal at any time by giving 30 days notice in writing to the other.

(b) The Bank may terminate at any time the Customer's use of DirectDeal by notice in writing to the Customer:

(i) if the Customer breaches any provision of this Agreement; or

(ii) if an Insolvency Event occurs with respect to the Customer.

16.2 All rights of the Customer in relation to DirectDeal shall cease on termination of its use of DirectDeal for whatever reason. The provisions of clauses 9, 10, 12, and 13 shall survive any such termination.

16.3 The Customer, on a termination of its use of DirectDeal, shall promptly:

(a) cease all use of DirectDeal;

(b) return the Security Device and any associated hardware to the Bank;

(c) destroy all access codes and any other security code and all records of access codes; and

(d) pay all Fees and other amounts which may be due to the Bank at such time.

17. GENERAL

17.1 Any notice or other communication to be given by the Bank or the Customer under this Agreement shall be sent by DirectDeal, unless DirectDeal is not available or this Agreement requires notice by some other means, in which case notice shall be by telephone (when specifically required) or in writing sent by facsimile, first class pre-paid post or otherwise delivered by hand to the other party. The Bank's address for any such notice or communication shall be The National Bank of New Zealand, 1 Victoria Street, Wellington, New Zealand, telephone no 0800 626 923, facsimile no 04 473 4928, attention Manager, DirectDeal, and the Customer's contact details shall be as specified in the schedule to the Customer Contract. The Bank or the Customer may change its address for notices or communications by giving 7 days notice in writing to the other. Any such notice or communication shall be deemed received (whether or not actually received):

(a) in the case of DirectDeal, when sent (if sent by the Bank) or when actually received by the Bank (if sent by the Customer);

(b) in the case of a facsimile, on the date of despatch or, if despatched after 5pm on a working day (in the place of receipt) or on a non-working day, on the next working day (in the place of receipt) after the date of despatch;

(c) in the case of a letter, on the third working day after posting; and

(d) if delivered by hand, on the date of delivery.

17.2 The Bank may assign or otherwise transfer its rights under this Agreement and may delegate or sub-contract any of its obligations under this Agreement in its absolute discretion. The Customer may not assign or transfer (or attempt to do so) any of its rights or obligations under this Agreement.

17.3 This Agreement shall be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

17.4 This Agreement and the Customer Contract contains the entire agreement between the Bank and the Customer with respect to DirectDeal (other than with respect to any Products or Services provided through DirectDeal) and supersedes all previous agreements, representations, understandings, and commitments whatsoever whether oral or in writing.

17.5 If there are two or more persons comprised in the expression the "Customer" then the undertakings and liabilities of the Customer under this Agreement shall be joint and several.

17.6 If the Customer is a partnership then this Agreement shall continue in full force and effect and continue to bind each of the partners comprising the Customer notwithstanding any change in the name, style or constitution of the Customer whether by the death or retirement of a partner or partners or the introduction of a new partner or otherwise.

17.7 No delay, neglect or forbearance on the part of the Bank in enforcing any term or condition of this Agreement shall either be or deemed to be a waiver or in any way prejudice any right of the Bank under this Agreement.

17.8 Should any provision of this Agreement become illegal, void or unenforceable for any reason the validity of the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.

17.9 The terms and conditions of this Agreement will, where inconsistent, override:

(a) any account mandate and any other mandates or signing authorities entered into by the Customer; and

(b) any general terms and conditions relating to online transactions published by the Bank (other than the General Terms and Conditions).