Terms and Conditions of Use:
These Terms and Conditions (as may be amended from time to time) are applicable to the use of the Corporate Digital Banking Platform and related services (defined hereunder) offered by MENA Industrial Bank B.S.C. (C) (hereinafter referred to as the “Bank”), duly licensed by the Central Bank of Bahrain as a conventional wholesale bank. By accessing and using the Platform, the Customer acknowledges that it has read, understood, and agreed to be bound by these Terms and Conditions, as amended from time to time.
These Terms and Conditions apply to: (a) corporate entities or other legal persons that have been authorised by the Bank to access and use the Platform (each a “Corporate Customer”); and (b) individual customers, including high-net-worth individuals, employees, and other natural persons who have been authorised by the Bank to access and use the Platform in their personal capacity (each an “Individual Customer”).
References to “Customer” in these Terms and Conditions shall include both Corporate Customers and Individual Customers, unless the context requires otherwise.
Where the Customer is an Individual Customer: (i) references to “Board Resolution” shall be read as references to such identification, authorisation, and verification documentation as the Bank may require; (ii) references to “Authorised User” shall be read as references to the Individual Customer personally; and (iii) the Individual Customer shall be solely responsible for all activity conducted through the Platform using their Credentials.
1. Definitions and Interpretation
1.In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
“Account(s)” refers to the Customer’s call account, deposit account, loan account, or any other account designated by the Bank as eligible for operations through the Platform.
“Agreement” means these Terms and Conditions together with the Service Agreement and the Privacy Policy incorporated under Clause 25.
“Applicable Sanctions” means any economic or financial sanctions, embargoes, trade or financial restrictions, asset freezes, or similar restrictive measures enacted, administered, imposed, or enforced from time to time by any Sanctions Authority..
“Authorised User” means any natural person designated and authorised by the Customer to access and operate the Platform on behalf of the Customer, in accordance with the Customer’s Board Resolution or equivalent authority, and who has been registered by the Bank for such purpose.
“Bank” refers to MENA Industrial Bank B.S.C (C), a closed joint stock company incorporated in the Kingdom of Bahrain and licensed by the CBB as a conventional wholesale bank. The Bank’s registered address is Office 1601, Building No. 1411, Road No. 4626, Block 346, Bahrain Financial Harbor District, Sea Front, P.O. Box 1314 Manama, Kingdom of Bahrain. The Bank may be contacted by email at operations@menaindustrialbank.com.
“Board Resolution” means a resolution duly passed by the board of directors (or equivalent governing body) of the Customer, authorising designated natural persons to access and use the Platform and to accept these Terms and Conditions and the Privacy Policy on behalf of the Customer.
“Business Day” refers to any day on which banks in the Kingdom of Bahrain are generally open for the transaction of normal banking business, excluding Fridays, Saturdays and public holidays as declared by the CBB or any other relevant authority.
“CBB” means the Central Bank of Bahrain.
“Confidential Information” refers to information obtained by the Customer through the Bank for availing various services via the Platform, including but not limited to Account details, transaction data, and any information designated as confidential by the Bank.
“Credentials” means the unique identifiers, passwords, personal identification numbers, one-time passwords, authentication codes, digital certificates, or any other means of authentication issued to or set by an Authorised User for the purpose of accessing the Platform and authorising transactions.
“Data Subject” means the individual to whom Personal Data relates.
“Force Majeure” means any event beyond the reasonable control of the Bank, as further described in Clause 12.5 of these Terms and Conditions.
“Party” means the Bank or the Customer, and “Parties” means both of them.
“Payment Instruction” means an instruction given by an Authorised User through the Platform to transfer funds from the Customer’s Account to other accounts whether held by the Customer or a third party, within the Bank or with any other bank, including by way of bulk payment files and standing orders.
“Personal Data” means information about the Customer or any Authorised User obtained in connection with the Platform or any other banking relationship with the Bank.
“Personal Data Protection Law” or “PDPL” means the Personal Data Protection Law No. (30) of 2018 of the Kingdom of Bahrain, including any orders or regulations issued thereunder, as may be amended from time to time.
“Platform” means the Bank’s Corporate Digital Banking Platform, being the online system through which the Bank provides access to Account information, products, and services (including both financial and non-financial transactions) as advised by the Bank from time to time.
“Privacy Policy” means the Bank’s privacy policy as published on the Bank’s website and amended from time to time, which governs the collection, use, storage, and disclosure of Personal Data.
“Sanctions Authority” means (a) the United Nations Security Council; (b) the Kingdom of Bahrain, including the CBB and the Ministry of Foreign Affairs; and (c) any other governmental or regulatory authority, in each case to the extent applicable to the Bank, the Customer, or any relevant transaction.
“Sanctioned Country” means any country or territory that is the subject of comprehensive sanctions, embargoes, restrictions, or similar measures under any sanctions regime applicable to the Bank.
“Sanctioned Person” means any person or entity listed on, owned or controlled by a person listed on, or otherwise subject to restrictions under any sanctions regime applicable to the Bank.
“Service Agreement” has the meaning given in Clause 25.
1.2 The defined terms used herein are provided solely for convenience and ease of reference. The inclusion or use of defined terms shall not affect, limit, or otherwise alter the meaning or interpretation of any clause or provision within these Terms and Conditions. Each clause shall be construed and given effect in accordance with its substance and intent, irrespective of the defined terms employed. Unless the context requires otherwise, words importing any gender shall be construed as gender neutral and shall include all genders, and references to a person shall include both natural persons and legal entities, so as to reflect that Customers may include both Corporate Customers and Individual Customers.
2. Scope and Availability of the Platform
2.1 The Platform shall be available to Customers upon opening an Account with the Bank, completion of all required onboarding formalities, submission of the requisite Board Resolution, and activation of the Authorised Users’ access in accordance with the Bank’s procedures.
2.2 The Bank reserves the right to determine the type and scope of services offered through the Platform, which may differ from Customer to Customer and may be offered in a phased manner at the Bank’s sole discretion.
2.3. The Bank may add, modify, or remove services offered through the Platform at its sole discretion. The availability or non-availability of a particular service shall be communicated via email, the Bank’s website, or written communication.
2.4. All Accounts linked to the Customer shall be accessible through the Platform, subject to the terms governing such Accounts and any applicable restrictions imposed by the Bank.
2.5. The Customer acknowledges that the Platform is intended for use by the Corporate Customers and by the Individual Customers, in each case only where the Bank has authorised access and such use is consistent with the Bank’s status as a conventional wholesale bank. All transactions conducted through the Platform must comply with the minimum thresholds and conditions applicable to conventional wholesale banks as prescribed by the CBB from time to time.
2.6. The products and services made available through the Platform are provided in accordance with, and as permitted by, the Bank’s licence granted by the CBB and applicable CBB regulations. A summary of the products and services available through the Platform may be obtained from the Bank upon request or viewed on the Bank’s website.
3. Security and Software Requirements
3.1 The Bank shall advise from time to time the internet software, browsers, operating systems, and any multi-factor authentication services required for using the Platform. The Customer and its Authorised Users are responsible for ensuring that their software, hardware, and operating systems meet the Bank’s requirements.
3.2 The Bank is under no obligation to support all versions of internet software. The Customer shall upgrade its software, hardware, and operating systems at its own cost to remain compatible with the Bank’s requirements.
3.3 The Bank may change, vary, or upgrade its software, hardware, and systems at any time and shall not be obliged to support the Customer’s software, hardware, or operating systems.
4. Customer Responsibilities and Undertakings
4.1 The Customer shall be at liberty to use the Platform for any purpose consistent with these Terms and Conditions, provided such use is in accordance with all applicable laws and regulations of the Kingdom of Bahrain.
4.2 The Customer affirms that it has full legal capacity, power and authority and, where applicable, corporate authority to access and use the Platform and shall observe and comply with all applicable laws, regulations, and CBB directives in each relevant jurisdiction.
4.3 The Customer shall ensure that its Authorised Users and relevant personnel are properly trained in the use of the Platform, cyber security awareness, fraud prevention, escalation procedures, and the requirements of these Terms and Conditions, and that they comply with the Customer’s own internal policies, delegated authorities, segregation of duties, and approval controls in relation to the use of the Platform.
4.4 The Customer shall be solely responsible for establishing, maintaining, and monitoring appropriate internal controls over the use of the Platform, including segregation of duties, approval hierarchies, independent review of transactions, beneficiary verification procedures, user access reviews, and prompt revocation of access where no longer required. The Bank shall have no responsibility for the adequacy or operation of the Customer’s internal controls.
4.5 The Customer shall provide the Bank with any information, documentation, or assistance requested by the Bank for the performance of the services or for compliance with the Bank’s regulatory obligations, including know-your-customer (KYC), anti-money laundering and counter-terrorist financing (AML/CFT), sanctions, tax and other legal or regulatory requirements. All transactions conducted via the Platform are subject to the Bank’s KYC and AML policies, the requirements of the CBB and any other applicable regulatory authorities.
4.6 The Customer shall not provide any person (other than its duly registered Authorised Users) with details held by the Customer with the Bank, including Credentials and Account numbers.
4.7 The Customer is solely responsible for ensuring that all data, instructions, approvals, and other information provided through or in connection with the Platform, including account numbers, IBANs, SWIFT codes, beneficiary names, beneficiary bank details, payment references, currency, value date, and amounts, are accurate, complete, lawful, and intended. The Bank shall be entitled to act on the basis of the account number, IBAN, SWIFT code, or other unique identifier provided, notwithstanding any inconsistency with the beneficiary name or other descriptive information, and shall not be liable for any loss arising from errors, omissions, inaccuracies, duplications, inconsistencies, or unintended entries on the part of the Customer or its Authorised Users.
4.8 Failure to comply with the Bank’s KYC, AML/CFT, sanctions, tax or other regulatory requirements, including any request for information or documentation, may result in action under Clause 15.6.
5. Permitted Use
5.1 The Customer may use the Platform solely for the purpose of accessing its Account(s), viewing Account information, initiating and managing transactions, and availing such other services as the Bank may make available through the Platform from time to time.
5.2 The Platform shall only be used for lawful purposes and in accordance with these Terms and Conditions and all applicable laws and regulations of the Kingdom of Bahrain.
5.3 The Customer acknowledges that the Platform is a tool for facilitating the Customer’s banking relationship with the Bank and does not involve the Bank as a party to any underlying transaction conducted by the Customer via the Platform.
6. Restrictions and Prohibited Activities
6.1 The Customer and its Authorised Users shall not use the Platform for any purpose that is unlawful, fraudulent, or in violation of any applicable law, regulation, or CBB directive.
6.2 The Customer and its Authorised Users shall not use the Platform, or any software, systems or materials relating to the Platform, in any manner that infringes the proprietary rights and intellectual property restrictions set out in Clause 8.
6.3 The Customer and its Authorised Users shall not use the Platform in any manner that could damage, disable, overburden, or impair the Bank’s servers, networks, or systems, or interfere with any other party’s use and enjoyment of the Platform.
6.4 The Customer and its Authorised Users shall not attempt to gain unauthorised access to any portion of the Platform, other Accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.
6.5 The Customer acknowledges that conducting transactions through the Platform at a public or shared computer terminal (including but not limited to cybercafés) carries significant security risks. The Customer undertakes not to use, and to instruct its Authorised Users not to use, such facilities for accessing the Platform.
7. Operational Communications and Correspondence
7.1 Operational correspondence, service communications, statements, and other routine communications by the Bank to the Customer may be made to the address or email address registered with the Bank, through the Platform, or through such other operational channel as may be agreed between the parties. Formal notices under Clause 19 shall be governed by Clause 19.
7.2 The Bank shall send or deliver to the Customer a statement of Account(s) on a periodic basis, as agreed between the parties or as required by applicable law. The Customer is solely responsible for promptly examining all entries and activity appearing on each statement and within the Platform and must notify the Bank immediately upon becoming aware of any unauthorised, erroneous, duplicate, or disputed transaction or entry and, in any event, no later than 30 (thirty) days from the statement date. In the absence of such notice, the statement and all entries therein shall be deemed correct, approved, and conclusive.
7.3 The Bank may publish general service announcements, operational updates, or other communications applicable to all Platform users on its website or through the Platform. Such communications shall be deemed received on the date of publication.
8. Proprietary Rights and Intellectual Property
8.1 The Customer acknowledges that the software, hardware, and all intellectual property underlying the Platform, as well as other internet-related software required for accessing the Platform, are the legal property of the respective vendors or the Bank.
8.2 The permission granted by the Bank to access the Platform does not convey any proprietary or ownership rights in the software, hardware, or intellectual property to the Customer.
8.3 The Customer shall not, and shall ensure that its Authorised Users do not, copy, adapt, modify, translate, reproduce, distribute, reverse engineer, decompile, disassemble, scrape, frame, mirror, create derivative works from, or otherwise attempt to derive source code from any software, hardware, systems, interfaces, documentation, processes, designs, content, trademarks, or materials underlying or relating to the Platform, except to the extent expressly permitted by mandatory law.
9. Risk Disclosure Statement
9.1 The Customer acknowledges and confirms that it has read, understood, and accepted the following risk disclosures, which are an integral part of these Terms and Conditions:
(a) Internet and Technology Risks: The internet is susceptible to fraud, misuse, hacking, and other actions that could affect transactions, instructions, or data transmitted through the Platform. While the Bank shall implement reasonable security measures in line with CBB requirements, there can be no absolute guarantee against such risks, and the Customer must evaluate all risks independently.
(b) Unauthorised Access: If any third party obtains access to an Authorised User’s Credentials, such third party may be able to provide Payment Instructions or other instructions to the Bank. The Customer shall ensure strict compliance with all security requirements set out in these Terms and Conditions.
(c) Viruses and Malicious Code: The technology enabling the Platform and related services may be affected by viruses, malicious code, or other destructive or corrupting programmes. The Customer acknowledges that such risks are inherent in the use of electronic banking services.
(d) System Availability: The Platform may require maintenance from time to time, during which it may not be possible to process Customer instructions. This could result in delays or failures in processing transactions. The Bank shall endeavour to notify the Customer in advance of any planned downtime or maintenance that may affect the availability of the Platform.
(e) Operational Risks: Electronic banking services are subject to operational risks, including but not limited to system failures, software or hardware malfunctions, telecommunications disruptions, power outages, and human error. The Bank shall implement appropriate business continuity and contingency planning measures in accordance with CBB requirements, but cannot guarantee uninterrupted service.
(f) Cyber Security Risks: The Customer acknowledges that cyber security threats, including but not limited to phishing, social engineering, malware, ransomware, and denial-of-service attacks, pose risks to electronic banking services. The Bank shall implement cyber security measures in accordance with CBB requirements, but the Customer must also take reasonable precautions to protect its own systems, devices, and Credentials from cyber threats.
(g) Fraud Risk: The Customer acknowledges the risk of electronic fraud, including but not limited to identity theft, account takeover, and transaction manipulation. The Bank shall implement fraud monitoring and detection measures in accordance with CBB requirements. The Customer is encouraged to review Account activity regularly and report any suspicious activity to the Bank immediately.
(h) Foreign Currency Risks: Where the Customer maintains Accounts denominated in foreign currencies or conducts cross-currency transactions, the Customer acknowledges that there are inherent risks associated with fluctuations in exchange rates and the availability of the relevant currency. The Bank shall not be liable for any losses arising from such risks.
(i) Regulatory and Legal Risks: The Customer acknowledges that laws, regulations, and CBB directives governing electronic banking services may change from time to time, and that such changes may affect the availability, functionality, or terms of the Platform. The Bank shall not be liable for any disruption or modification of the Platform required by regulatory changes.
(j) No Guaranteed Returns: Nothing on the Platform shall constitute investment advice, and the Bank makes no representation regarding the suitability, performance, or expected returns of any financial product or service accessible through the Platform. The Customer is solely responsible for its own investment and financial decisions.
(k) Data Transmission Risks: Information and instructions transmitted via the internet are susceptible to interception, corruption, delay, or loss. While the Bank shall take reasonable measures to protect data in transit in accordance with CBB requirements, the Customer accepts that there are inherent risks in the electronic transmission of data.
(l) Shared Device Risks: The Customer acknowledges that conducting transactions through the Platform on shared, public, or unsecured devices or networks carries heightened security risks, including the potential for Credentials or transaction data to be compromised.
(m) Administrative and Support Process Risks: The Customer acknowledges that risks may also arise in connection with administrative or support processes relating to the Platform, including requests for password resets, Credential resets, mobile number or email changes, user reactivation, entitlement amendments, beneficiary maintenance, and similar actions. Such requests may be targeted by phishing, impersonation, social engineering, insider abuse, or fraudulent instructions. The Customer is responsible for maintaining robust internal controls and for ensuring that only duly authorised persons request such changes through the channels and procedures approved by the Bank.
10. Indemnity
10.1 The Customer shall indemnify, defend, and hold harmless the Bank, its affiliates, correspondents, service providers, directors, officers, employees, and agents from and against any and all claims, losses, liabilities, penalties, damages, judgments, costs, charges, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:
(a) the Customer’s or any Authorised User’s access to or use of the Platform;
(b) any instruction, transaction, message, file, upload, or communication submitted through the Platform;
(c) any breach of this Agreement, the Terms and Conditions, the Privacy Policy, applicable law, Applicable Sanctions, AML/CFT requirements, FATCA, CRS, tax obligations, or regulatory requirements by the Customer or any Authorised User;
(d) any fraud, negligence, misconduct, misuse, or unauthorised act or omission of the Customer or any Authorised User;
(e) any defect, compromise, or vulnerability in the Customer’s systems, devices, internal controls, or security environment; and
(f) any claim by any third party, including any employee, shareholder, beneficial owner, authorised signatory, representative, regulator, tax authority, or counterparty, in each case relating to the matters described above.
10.2 The indemnification obligations set out in this Clause 10 shall survive the termination or expiry of this Agreement.
11. Limitation of Liability and Disclaimers
11.1 The Bank’s sole obligation and the Customer’s sole and exclusive remedy in the event of interruption to Platform services or loss of use and/or access to the Platform shall be for the Bank to use all reasonable endeavours to restore the services and/or access as soon as reasonably possible.
11.2 The Bank makes no express or implied warranty with respect to the Platform services, including but not limited to any warranties of uninterrupted or error-free performance, non-infringement of third-party rights, merchantability, satisfactory quality, or fitness for a particular purpose.
11.3 The Bank disclaims all liability, whether direct or indirect, including loss of profit or otherwise, arising from any failure or inability to honour Customer instructions for any reason, except where such failure is the direct result of the Bank’s fraud, gross negligence or wilful misconduct.
11.4 The Bank shall not be liable for any loss, damage, or expense arising from: (a) any act or omission of any third party, including but not limited to internet service providers, telecommunications providers, or technology vendors; (b) any failure or malfunction of the Customer’s hardware, software, or internet connection; (c) any unauthorised access to the Platform resulting from the Customer’s or an Authorised User’s failure to comply with these Terms and Conditions; or (d) any delay, interruption, or failure in the transmission or receipt of instructions through the Platform.
11.5 The Bank shall not be liable to the Customer or to any third party for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with the use of or inability to use the Platform.
11.6 The Bank shall not unreasonably attempt to limit or avoid any duty or liability it may have to the Customer, in accordance with CBB requirements.
12. General Provisions
12.1 Amendment: The Bank reserves the right at any time to amend, supplement, replace, or vary this Agreement, the Terms and Conditions, the Privacy Policy, the services available through the Platform, any applicable security procedures, technical requirements, transaction limits, processing times, operating hours, maintenance windows, fees, and any other operational parameter relating to the Platform. The Bank shall provide such prior notice as it considers reasonable in the circumstances, including by electronic communication, portal notification, website publication, account statement message, or other means of communication customarily used by the Bank, provided that no prior notice shall be required where an amendment is necessary in the Bank’s opinion for security, fraud prevention, systems integrity, legal, regulatory, sanctions, AML/CFT, tax reporting, or urgent operational reasons. Continued access to or use of the Platform following the effective date of any such amendment shall constitute acceptance of the amendment.
12.2 Severability: If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity of the remaining provisions of this Agreement, which shall continue in full force and effect.
12.3 No Waiver: No failure or delay by either Party in exercising any right, power, or remedy under these Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
12.4 Assignment: The Customer shall not assign, transfer, or delegate any of its rights or obligations under these Terms and Conditions without the prior written consent of the Bank. The Bank may assign or transfer its rights and obligations under these Terms and Conditions to any successor or affiliate without the consent of the Customer, provided that the Bank notifies the Customer of such assignment or transfer.
12.5 Force Majeure: The Bank shall not be liable for any failure or delay in performing its obligations under these Terms and Conditions if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, civil commotion, governmental action, pandemic, any error in any software or hardware systems, interruption in telecommunication services, cyber attacks, or any other event constituting force majeure. In the event of Force Majeure Event or activation of the Bank’s Business Continuity Plan (BCP), the Bank shall use reasonable efforts to communicate with the Customer through alternate communication arrangements, including notification of scheduled maintenance windows, system updates, or any disruption impacting Platform availability. Such communication shall be made in accordance with applicable regulatory requirements and the Bank’s formal communication strategy.
12.6 Conclusive Records: The evidential status, conclusiveness and admissibility of the Bank’s records relating to the Platform are set out in Clause 23.
12.7 Entire Agreement: These Terms and Conditions, together with the Service Agreement, the Privacy Policy and any applicable service-specific terms, constitute the entire agreement between the Bank and the Customer in respect of the Platform and supersede all prior negotiations, representations, warranties, and agreements between the parties in respect thereof.
12.8 Outsourcing and Delegation: The Bank may use affiliates, agents, correspondents, contractors, cloud providers, processors, service providers, and subcontractors inside or outside the Kingdom of Bahrain for the provision, support, operation, hosting, maintenance, security, monitoring, processing, storage, or administration of the Platform or any related service, without further consent from the Customer.
12.9 No Third Party Rights: These Terms and Conditions are made for the benefit of the Bank and the Customer and do not confer any right or benefit on, and shall not be enforceable by, any person who is not a party, save that the Bank’s affiliates, correspondents, agents, and service providers may rely on and enforce any provision that expressly confers a benefit on them.
12.10 Counterparts and Electronic Execution: These Terms and Conditions, the Service Agreement, and any related document, notice, or instruction may be executed, delivered, and accepted in counterparts and by electronic signature or other electronic means, and such electronic execution, delivery, and acceptance shall be valid, binding, and enforceable in accordance with the Electronic Communications and Transactions Law of the Kingdom of Bahrain (Legislative Decree No. 54 of 2018) as may be amended or replaced from time to time, and applicable CBB requirements.
13. Complaint Management
13.1 The Bank shall provide dedicated support for Customers, including an escalation matrix for urgent transactions or security issues.
13.2 For urgent security incidents, suspected fraud, suspected unauthorised access, compromised Credentials, or time-sensitive transaction issues, the Customer shall use the emergency reporting and escalation channels designated by the Bank from time to time. The use of the complaints process shall not, of itself, constitute effective notice for the purpose of stopping, recalling, rejecting, or blocking a transaction or disabling access.
13.3 Complaints related to the Platform shall be managed in accordance with the Bank’s complaints management policy.
13.4 Any complaint shall be addressed in writing to the Bank’s designated Complaint Officer at the following address:
Name: Kubra Ali
Job Title:Chief Compliance Officer & MLRO
Address:Complaints Officer – Office 1601, ’Building No. 1411, Road No. 4626, Block 346, Bahrain Financial Harbor District, Sea Front, P.O. Box 1314 Manama, Kingdom of Bahrain
Telephone: +973 77939014
Email: Complaints@menaindustrialbank.com
13.5 A guide to the Bank’s customer complaints procedures (the “Customer Complaint Guide”) is available free of charge upon request and may be obtained by contacting the Bank.
14. Liability for Unauthorised Transactions
14.1 If the Customer complies with these Terms and Conditions and promptly notifies the Bank in accordance with Clauses 13.2 and 19.2 immediately upon becoming aware or suspicious of any compromise of Credentials or any unauthorised transaction, the Customer shall not be liable for losses arising from unauthorised transactions executed after the Bank has actually received such notice and has had a reasonable opportunity to act on it, except to the extent such losses arise from the Customer’s breach of these Terms and Conditions, negligence, fraud, wilful misconduct, or failure to maintain adequate internal controls.
14.2 The Customer shall be liable for some or all loss from unauthorised transactions if the Customer or any Authorised User has breached these Terms and Conditions or contributed to the loss by negligent actions, omission, inadequate internal controls, or failure to maintain proper authority management, including but not limited to:
(a) keeping a written or electronic record of Credentials in an unsecured manner
(b) disclosing or failing to take all reasonable steps to prevent disclosure of Credentials or authentication factors to any person;
(c) failing to advise the Bank of such disclosure, compromise, or suspected compromise immediately;
(d) failing to advise the Bank immediately of unauthorised access, erroneous transactions, or suspicious activity;
(e) failing to notify the Bank promptly of the resignation, termination, suspension, transfer, or revocation of authority of an Authorised User; or
(f) failing to maintain appropriate internal controls, segregation of duties, approval processes, and oversight in relation to the use of the Platform.
15. Term and Termination
15.1 The Customer may request termination of access to the Platform at any time by giving a written notice of at least 15 (fifteen) days to the Bank.
15.2 The Customer shall remain responsible for any transactions made through the Platform prior to the effective date of termination.
15.3 The closure of all the Customer’s Accounts shall automatically terminate the Customer’s access to the Platform.
15.4 The Bank may suspend, restrict, deactivate, or terminate access to the Platform, either wholly or partially, at the level of the Customer, any Account, any service, any transaction type, or any Authorised User, at any time by giving the Customer at least 30 (thirty) days’ notice under normal circumstances.
15.5 The Bank may temporarily suspend or restrict access to the Platform or any part thereof pending completion of any security review, user recertification, mandate update, KYC refresh, authority verification, system migration, maintenance activity, or investigation into any actual or suspected fraud, cyber incident, misuse, or irregularity.
15.6 The Bank reserves the right to suspend, restrict, deactivate, or terminate access to the Platform, refuse any service or transaction and/or freeze the Customer’s Account(s) without prior notice in the event of:
(a) any breach or suspected breach of these Terms and Conditions;
(b) receipt of an order or request from any enforcement, regulatory or competent authority;
(c) any actual or suspected money laundering, terrorist financing, sanctions breach, bribery, corruption, fraud, cyber incident, misuse, irregularity or other financial crime;
(d)undelivered mail or inability to establish contact with the Customer;
(e) accrual of charges due to non-availability of funds;
(f) non-submission of KYC, AML/CFT, tax, sanctions or regulatory information or documents required by the Bank; or
(g) any other circumstance in which suspension, restriction, deactivation, termination, refusal, freezing or closure is required or permitted by applicable law, regulation, CBB directive or the Bank’s policies.
15.7 Upon termination of access to the Platform, the Bank shall pay to the Customer any credit balance in the Account(s), following deduction of any charges and amounts due. Such payment shall constitute a valid discharge of the Bank’s obligation.
15.8 Save as expressly provided in these Terms and Conditions, no penalty shall be imposed on the Customer solely by reason of the Customer’s exercise of its right to terminate access to the Platform in accordance with Clause 15.1. Notwithstanding the foregoing, any charges, fees, or liabilities that have accrued prior to the effective date of termination shall remain due and payable by the Customer.
16. Personal Data Privacy and Processing
16.1 The Customer shall ensure that it complies with all applicable data protection laws, including the Personal Data Protection Law, in connection with the services provided under these Terms and Conditions. The Customer represents and warrants that it has obtained, and will maintain, all necessary approvals and consents from any Data Subjects authorising the Bank to collect, use, store, and otherwise process Personal Data as required to fulfil the Bank’s obligations, in accordance with applicable data protection legislation.
16.2 The Customer acknowledges and agrees that the Bank may collect, receive, record, hold, organize, store, adapt, retrieve, use, analyse, combine, disclose, transfer, and otherwise process Personal Data relating to the Customer’s shareholders, directors, officers, employees, representatives, beneficial owners, Authorised Users, counterparties, and connected persons where such processing is required or considered necessary by the Bank for any of the following purposes:
(a) on-boarding, KYC, due diligence, sanctions screening, fraud prevention, risk management, credit and operational assessment;
(b) providing, administering, securing, maintaining, improving, monitoring, and supporting the Platform and any related banking service;
(c) complying with applicable law, regulation, court orders, tax obligations, reporting obligations, and requirements of the CBB or any other authority;
(d) exercising and protecting the Bank’s rights, performing internal governance, audit, investigation, compliance, and record-keeping functions;
(e) conducting customer profiling and suitability assessments as required by applicable regulations; and
(f) processing Personal Data as contemplated by this Agreement, these Terms and Conditions, the Privacy Policy and any other purpose related or incidental to the foregoing or otherwise permitted by applicable law.
16.3 The Customer represents and warrants that it has obtained, and will maintain, all necessary approvals and consents from any Data Subjects authorising the Bank to disclose or transfer Personal Data to third parties, whether within or outside the Kingdom of Bahrain, for the purposes described above, provided that such transfer is in accordance with the PDPL. Such disclosure may include disclosure to: (a) service providers, agents, or sub-contractors engaged by the Bank for the provision of Platform-related services; (b) regulatory authorities, law enforcement agencies, or other governmental bodies as required by law; and (c) any other party to whom the Bank is required or permitted to disclose Personal Data under applicable laws and regulations.
16.4 The Bank shall take appropriate measures to preserve the confidentiality of customer information, consistent with the requirements of the PDPL and CBB regulations.
17. FATCA and Foreign Tax Compliance
17.1 The Customer acknowledges and agrees that, in accordance with applicable tax information sharing laws, including but not limited to the Foreign Account Tax Compliance Act (FATCA), the OECD Common Reporting Standard (CRS) as implemented in the Kingdom of Bahrain and similar regulations, the Bank may be required to obtain additional personal, tax, and beneficial ownership information from the Customer. The Customer undertakes to provide all such information as may be required.
17.2 The Bank may be obliged to share information regarding the Customer’s Account(s) with relevant tax authorities or other institutions, and may be required to withhold sums from the Customer’s Account or suspend the Customer’s Account(s) as required by domestic or overseas regulators or tax authorities.
17.3 The Customer is responsible for ensuring that all information provided to the Bank is accurate and up to date, and must notify the Bank promptly, and in any event within 30 (thirty) days, of any change in such information.
18. Right of Lien and Set-Off
18.1 The Customer hereby grants and confirms the Bank’s right of lien over all monies, securities, and other assets belonging to the Customer and held with the Bank, whether in the Customer’s Accounts accessible through the Platform or otherwise, in any capacity whatsoever.
18.2 The Customer hereby irrevocably authorises the Bank, at its sole discretion and without prior notice, to set off and apply any credit balance in any of the Customer’s Accounts towards the satisfaction of any liabilities or amounts due from the Customer to the Bank, whether actual or contingent.
19. Notices
19.1 Any notice, demand, disclosure, amendment, alert, warning, communication, or other information from the Bank to the Customer may be given by letter, courier, registered post, ordinary post, email, SMS, Platform notification, website posting, account statement message, or any other electronic means determined by the Bank, and shall be deemed received when dispatched, posted, transmitted, published, or made available by the Bank through the relevant channel. The Customer shall be responsible for monitoring the communication channels notified to the Bank and the Platform for notices and updates.
19.2 Notwithstanding Clause 19.1, any notice relating to suspected fraud, compromised Credentials, unauthorised access, or urgent security matters shall only be deemed effectively received for operational purposes when received through the emergency reporting channel designated by the Bank for such matters, or when expressly acknowledged by the Bank through any other channel. General correspondence, complaint submissions, or notices sent to non-designated channels shall not oblige the Bank to take immediate operational action unless and until actually received and acknowledged by the appropriate team.
19.3 The Bank may also communicate notices of a general nature under these Terms and Conditions through the Platform or on its website.
20. Representations and Warranties
20.1. The Customer represents and warrants to the Bank that, as of the date of this Agreement and on a continuing basis, in each case to the extent applicable to its legal status as a Corporate Customer or Individual Customer:
(a) where it is a Corporate Customer, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and where it is an Individual Customer, it has full legal capacity to enter into and perform its obligations under this Agreement;
(b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to use the Platform;
(c) where it is a Corporate Customer, the execution and performance of this Agreement has been duly authorised by all necessary corporate action, including the Board Resolution, and where it is an Individual Customer, it has provided such identification, authorisation and verification documentation as the Bank may require;
(d) this Agreement constitutes a legal, valid and binding obligation of the Customer, enforceable against it in accordance with its terms;
(e) its use of the Platform and the execution of transactions through the Platform will at all times comply with all applicable laws, regulations and directives, including CBB regulations and the obligations set out in Clause 22;
(f) it has obtained all necessary consents from its Authorised Users and other relevant Data Subjects for the collection, processing, storage, disclosure and transfer of their Personal Data by the Bank in connection with the Platform and this Agreement;
(g) all information provided to the Bank in connection with this Agreement is true, accurate and complete in all material respects; and
(h) it is a professional, institutional, wholesale, high-net-worth or other eligible non-retail customer permitted to use the Platform in accordance with the Bank’s licence and applicable CBB requirements, and has the expertise, resources and understanding to evaluate and accept the risks associated with the Platform and the services under these Terms and Conditions.
20.2 The Customer shall promptly notify the Bank in writing if any of the foregoing representations and warranties ceases to be true or accurate.
20.3 The Bank may at any time request information, documents, certifications, source-of-funds information, transaction background information, and supporting records from the Customer or any Authorised User for sanctions, AML/CFT, tax, compliance, risk, or regulatory purposes. The Bank’s rights in connection with any failure to provide such materials are addressed in Clause 15.6.
21. Confidentiality
21.1 Each Party undertakes to treat as confidential all information received from the other Party in connection with this Agreement and the Platform (“Confidential Information”) and shall not disclose such information to any third party without the prior written consent of the disclosing Party.
21.2 The obligations of confidentiality set out in Clause 21.1 shall not apply to information that:
(a) is or becomes publicly available through no fault of the receiving Party;
(b) was already in the possession of the receiving Party prior to disclosure by the disclosing Party;
(c) is independently developed by the receiving Party without reference to the Confidential Information; or
(d) is required to be disclosed by applicable law, regulation, court order, or the requirements of any governmental or regulatory authority, including the CBB; or
(e) is disclosed by the Bank in accordance with Clause 12.8, Clause 16 or the Privacy Policy.
22. Sanctions, Anti-Money Laundering and Anti-Corruption
22.1 The Customer represents and warrants that neither the Customer nor any of its directors, officers, shareholders, beneficial owners, or Authorised Users is a Sanctioned Person or is located, organised, or resident in a Sanctioned Country.
22.2 The Customer shall not use the Platform or any services provided thereunder, directly or indirectly, for the benefit of, or in connection with, any Sanctioned Person, Sanctioned Country, or in any manner that would result in a violation of Applicable Sanctions.
22.3 The Customer shall comply with all applicable anti-money laundering and counter-terrorism financing laws, regulations, and directives, including the requirements of the CBB.
22.4 The Customer shall not use the Platform for any purpose that would violate applicable anti-bribery and corruption laws, including the prevention of bribery and corrupt practices. Such laws include the anti-bribery and anti-corruption provisions of the laws of the Kingdom of Bahrain (including the Bahrain Penal Code) and, to the extent applicable to the Customer or any relevant transaction, the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010. The Customer shall ensure that its Authorised Users act in a manner consistent with generally accepted ethical business standards when using the Platform.
22.5 Without prejudice to the Bank’s rights under Clause 15.6, the Bank may take any action required or permitted by applicable law, regulation, CBB directive or the Bank’s policies if it reasonably determines that any of the foregoing representations or undertakings have been breached or are suspected of having been breached.
23. Customer Records
23.1 The Customer shall have the right, upon written request and subject to the Bank’s standard procedures and applicable laws, to obtain copies of records, documents and statements relating to the Customer’s Accounts and transactions conducted through the Platform. The Bank may charge a reasonable fee for the provision of such copies.
23.2 The Bank shall retain records relating to the Platform, the Customer’s Accounts and transactions conducted through the Platform for a minimum period of 5 (five) years from the date of the relevant transaction or event, or for such longer period as may be required by applicable law, regulation or CBB directive.
23.3 The Customer acknowledges and agrees that the Bank’s books, records, logs, computer records, system timestamps, recordings, screen captures, transaction histories, audit trails, system data and electronic records relating to the Platform, the Customer’s Accounts and transactions shall, in the absence of manifest error, be conclusive and binding evidence of the relevant facts and events for all purposes, including legal, regulatory and dispute resolution proceedings.
23.4 The Customer waives any right to object to the admissibility, validity, authenticity or evidential weight of any electronic or digitally stored information, record, communication or instruction produced by the Bank from its systems in connection with the Platform, including on the grounds of its electronic form or the manner of its production, storage or retrieval.
24. Conflict of Interest
24.1 The Bank is required to manage conflicts of interest. The Bank shall take all reasonable steps to identify and manage any conflicts of interest that may arise between the Bank (or any person directly or indirectly linked to it by control) and its Customers in the course of providing services through the Platform. Where a material conflict of interest arises that cannot be reasonably managed, the Bank shall disclose the nature of the conflict to the Customer in writing prior to proceeding with the relevant transaction or service.
25. Incorporation of Related Documents
25.1 The Digital Banking Service Agreement entered into between the Bank and the Customer (the “Service Agreement”) and the Bank’s Privacy Policy are hereby incorporated into and form an integral part of these Terms and Conditions.
25.2 References in these Terms and Conditions to “these Terms and Conditions” shall, unless the context otherwise requires, include the Service Agreement and the Privacy Policy.
25.3 In the event of any conflict or inconsistency between the provisions of these Terms and Conditions and the provisions of the Service Agreement or the Privacy Policy, the provisions of the main body of these Terms and Conditions (excluding the Service Agreement and the Privacy Policy) shall prevail.
25.4 The Customer confirms that it has received, read, and understood the Service Agreement and the Privacy Policy.
26. Governing Law and Jurisdiction
26.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain.
26.2 Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Bahrain.
27. Language
27.1. This Agreement is drawn up in the English language. In the event that this Agreement is translated into Arabic or any other language, the English language version shall prevail in the event of any conflict or inconsistency between the English text and any translation thereof.
27.2 Any Arabic translation of this Agreement is provided for reference purposes only and shall not affect the interpretation or construction of this Agreement.
28 Acceptance
28.1 By registering for and using the Platform, the Customer and each Authorised User acknowledge that they have read, understood, and agreed to be bound by these Terms and Conditions, as amended from time to time. Where the Customer is an Individual Customer, registration for and use of the Platform by that Individual Customer shall constitute acceptance by the Individual Customer personally. Where the Customer is a corporate entity, acceptance of these Terms and Conditions by any Authorised User shall be deemed to be acceptance on behalf of the Customer, subject to the authority conferred by the Customer’s Board Resolution.