These Conditions of Use form a legal contract between you and us in relation to your use of DirectLink Online and it is important that you read and understand them before signing the Application for DirectLink Online. These Conditions of Use specify:

“Account” and “accounts” means all your accounts associated with the Client Code as specified on your Application.

“Administrator” means the DirectLink Online User(s) who has access to the whole DirectLink Online system, including editing and user management functions.

“Application” means the DirectLink Online Application signed by you.

“Authentication Device” means the hand held electronic device used by Authorised Signatories to authorise DirectLink Online transactions.

“Authorisation Procedures” means the procedures set out in these Conditions of Use (as they may be amended from time to time) for initiating and authorising a transaction through DirectLink Online.

“Authorised Signatory” means, in respect of any account, a person who is authorised in the Master Account Mandate or specified in the DirectLink Online Application to operate the account and is nominated in the Application to use DirectLink Online in respect of that account.

“Business Day” means every day except Saturdays, Sundays and statutory holidays.

“Cleared funds” means funds that are available to be withdrawn, and which can not be reversed.

“Client Code” means the code that we use to identify your DirectLink Online system on our system.

“DirectLink Online” means the DirectLink Online package provided by ANZ National Bank Limited, and includes, where the context requires, DirectLink Online services provided by us through channels other than our DirectLink Online website.

“DirectLink Online Fees and Charges” means the fees and charges set out in the Charges Schedule in the DirectLink Online Application as amended from time to time.

“DirectLink Online Services” means services offered by us to you under the DirectLink Online system from time to time.

"Electronic payment" means either a direct credit, automatic payment or direct debit payment.

“Master Account Mandate” means the authority or mandate from you (as amended from time to time) specifying the persons who are authorised to operate on your accounts with the Bank.

“Nominated account” means the account you nominate to which fees (including DirectLink Online Fees and Charges) are to be debited.

“Password” means the alpha numeric code given to a User by an Administrator.

“Payment Date” means, in relation to an electronic payment initiated through DirectLink Online, the Business Day selected by you for that electronic payment to be made.

“PIN” means the unique personal identification number given to each Authorised Signatory which resides in the Authentication Device.

“RTB” means up to date real time balances and transaction reporting on your domestic New Zealand dollar accounts held with us an accessible via DirectLink Online.

“Transaction” means any banking transaction that is permitted by us to be processed through DirectLink Online.

“User” means a person authorised by you to use DirectLink Online, whether as an Administrator, Authorised Signatory or only to view or have limited access (excluding payment authorisation access) to your accounts accessible through DirectLink Online.

“User ID” means the user identification for each User logging on to DirectLink Online.

“User Guide” means the user guide provided by us in respect of DirectLink Online.

“We” and “us” means ANZ National Bank Limited and where the context requires, includes all companies in ANZ National Bank Limited group of companies.

“You” and “your” means the customer identified in the Application by name and Client Code and, where the context requires (particularly in respect of authorisation, and use and security of PINs and Passwords) includes any Authorised Signatory, User and Administrator.

Where inconsistent, these Conditions of Use will override the account signing authorities, or any other mandates and terms and conditions for specific products and services in relation to all transactions using DirectLink Online.

You acknowledge that use of your Client Code, User ID and Password provide sufficient authority for us to allow you access to DirectLink Online to create and maintain transactions on your accounts.

You will ensure that Administrators, Users, and Authorised Signatories understand their obligations when using DirectLink Online and agree to be bound by these Conditions of Use. However, you remain responsible for compliance by Administrators, Users and Authorised Signatories with these Conditions of Use.

You acknowledge that use of your Authentication Device and PIN in accordance with the Authorisation Procedures set out in these Conditions of Use provide us with sufficient authorisation to process those transactions, without an obligation to make further enquiries

You agree that you will not use DirectLink Online for any purpose other than to access DirectLink Online Services.

We shall, as soon as reasonably practicable after acceptance of your Application, enable your access to the DirectLink Online website.

All of the Administrator, Users and Authorised Signatories can access and, where applicable, transact, on your accounts to which they are provided access by your Administrator. Only Authorised Signatories can authorise transactions on your accounts as permitted under the Authorisation Procedures set out below.

DirectLink Online is generally available 24 hours, 365 days a year, excepting any necessary downtime to allow for maintenance of the system.

We will provide the DirectLink Online Helpdesk to assist you in your use of DirectLink Online. The DirectLink Online Helpdesk will be available 7.30am to 7.00pm on any Business Day. This service is provided on the understanding that neither we nor our employees will be liable for any direct or indirect loss suffered by you, arising from your use of the DirectLink Online Helpdesk.

Any telephone information, demands or requests made to DirectLink Online Helpdesk may be recorded and retained by us for a period of 7 years.

You agree you will not:

	choose a Password and/or PIN that is easily able to be guessed or identified as relating to you, or is an obvious combination of letters and numbers (e.g. sequential numbers, birth date etc);
	make your Password or PIN known to any person;
	keep any record of your Password or PIN in a form that it can be readily identified;
	store the Password or PIN anywhere, in written or electronic form;
	leave your computer unattended and left logged into DirectLink Online or any other application that you and we have agreed you may use as a channel to access DirectLink Online.

You agree to:

	ensure all information provided to us in relation to your DirectLink Online transactions is accurate;
	comply with the procedures and guidelines in the User Guide and with any directions given by us in relation to your use of DirectLink Online;
	keep each Authentication Device securely within your control and return it to us when directed by us;
	ensure that only Users have access to DirectLink Online and that each User complies with these Conditions of Use;
	be solely responsible for continuing to meet the system requirements necessary to be able to access DirectLink Online;
	take appropriate steps to ensure any computer you use to access DirectLink Online is protected against computer viruses and unauthorised access;
	safeguard your Password and PIN and commit your Password and PIN to memory, to guard against the possibility that others may use your Password or PIN to gain unauthorised access to DirectLink Online;
	change your Password and PIN regularly using the ‘Change Password’ link. Our recommendation is that you do this at least once every three months;
	immediately notify an Administrator or call the DirectLink Online Helpdesk on 0800 225 888 / +64 4 472 5545 if your Password, PIN or Client Code becomes known to anyone other than yourself or if any record containing your Password, PIN or Client Code is lost or stolen. You must also notify us in writing of this. You can reapply for a Password by contacting your Administrator.

Except as provided in this clause, under no circumstances shall we be liable for any loss, claim, delay, expense, damage, or other liability (collectively “loss”), whether direct, indirect, consequential or incidental including, without limitation, any loss of profit, arising from:

even if we are aware of the possibility of any loss.

Our disclaimer of liability in the above clause will not apply where the loss arose directly out of our employees’ gross negligence or wilful misconduct, provided that we will not be liable for any indirect or consequential loss, including, without limitation, loss of profits, whether or not such loss is attributable to us, or our employees.

You shall indemnify and hold us harmless against any loss, claim, delay, damage, expense, injury or other liability (collectively “loss”) sustained or incurred by us, whether direct, indirect, consequential or incidental including, without limitation, any loss of profit, arising:

even if we are aware of the possibility of any loss.

We will endeavour to provide a secure system within which you can carry out your banking transactions and retrieve information, so long as your web browser supports 128-bit encryption.

We will endeavour to ensure that electronic payment transactions initiated through DirectLink Online are processed, so long as there are sufficient cleared funds in your account.

Transactions can be submitted up until 7pm on the payment date. In that context, we will endeavour to process transactions within the following timeframes:

	when submitted on a business day, on that day.
	when submitted other than on a business day, on the next business day.

However, to the extent permitted by law, we will not be liable for any refusal or omission to follow instructions or make any such payments or any other failure to fulfil our obligations, due to causes beyond our reasonable control (including without limitation, the failure or default of any third party network provider or any system or application not owned or directly controlled by us including, for the avoidance of doubt, any failure in a third party’s application or system which is used by you to access DirectLink Online, or any other electronic, telecommunications, power or computer processing failure).

You acknowledge that you must comply with the Authorisation Procedures detailed below to render DirectLink Online operational and that any breach of the Authorisation Procedures will constitute a breach by you of these Conditions of Use.

The Authorisation Procedures for DirectLink Online are as follows:

We will provide you initially with two Authentication Devices, and more by agreement. An additional charge may apply if more than two Authentication Devices are required or if an Authentication Device is lost or damaged. We will also provide each Authorised Signatory with a unique PIN which may be changed by the Authorised Signatory if required. The Authentication Devices remain the property of the Bank.

You shall ensure that:

Our acceptance of any instructions, whether made in accordance with the Authorisation Procedures or not, is at our absolute discretion.

DirectLink Online transactions may be dishonoured by us within 24 hours of being processed (or if not processed on a Business Day, within 24 hours of the commencement of the next Business Day).

When you create an electronic payment through DirectLink Online, you are authorising us to debit your account on the Payment Date with the amount to be paid to the other party, and to deduct any current bank and/or Government charges that relate to this service.

You will need to know the other party's bank account number to set up an electronic payment. You will be solely responsible for creating the payment and ensuring that the information you provide to us, including the other party's bank account number, is accurate. We accept no responsibility or liability if the bank account number or other information you provide to us is wrong.

Electronic payments are irrevocable by you and can not be stopped, cancelled or altered once your payment has been processed. You must advise us immediately if any incorrect electronic payment information is shown on your bank statement.

If your electronic payment instructions are given for business purposes, to the extent allowed by law, the provisions of the Consumer Guarantees Act 1993 will not apply. We accept no responsibility or liability (subject to our obligations (if any) under the Consumer Guarantees Act 1993) for:

We may, in our absolute discretion:

Any electronic payment instructions that you give us are subject to any arrangements between you and us in relation to your account, now or in the future, including batched instructions meeting certain validation criteria and being authorised in terms of the Authorisation Procedures.

You also agree that your electronic payment instructions will remain in force and effect in relation to all electronic payments made in good faith despite your death or bankruptcy or any other revocation of your electronic payment instructions, until we have received notice of that revocation.

RTB is available on any Business Day in respect of any of your New Zealand dollar accounts held with us. The real time information available via RTB will be balance and transaction information only. All other information in respect of your accounts will not be available real time but will instead be available on the next Business Day. Balance and transaction information shall reflect the state of the relevant account at the date and time displayed in the relevant screen (unless otherwise advised by us).

These Conditions of Use apply, in addition to the preceding Conditions of Use, when you use DirectLink Online in relation to International Payments. If there is any inconsistency between these Conditions of Use and the preceding Conditions of Use, these Conditions of Use prevail to the extent of the inconsistency.

“International Payment” means an electronic or other payment of a foreign currency or of New Zealand dollars to a beneficiary with an overseas bank account.

“International Business Day” means, in relation to an International Payment, a Business Day which is also a day on which payments can be made in the payment centre of the currency of the International Payment.

The Bank acts as your agent in giving effect to your instructions. In so doing, the Bank will appoint another bank (a correspondent bank or intermediary bank) on your behalf as your agent for the purposes of giving effect to your instructions. You acknowledge that you do not rely on the Bank's skill or judgement in appointing another bank for the purpose of giving effect to your instructions.

The fees payable to the Bank in connection with your International Funds Transfer are set out in the application form. In addition, each of the correspondent or intermediary banks appointed by the Bank or the negotiating banks involved in effecting your instructions (the Overseas Banks) may have charges, commissions and/or expenses (Overseas Bank Charges) associated with your International Payment over which the Bank has no control and unless otherwise stipulated, all of the Overseas Bank Charges, other than the Bank's charges as your paying bank, are described as "for account of the beneficiary". In this case, you authorise deduction of those charges, commissions and expenses from the amount payable to the beneficiary. This may result in the beneficiary receiving less than the amount we pay. Alternatively, you may select to pay the Overseas Bank Charges at the time your International Payment is made by selecting “Overseas Bank Charges (OUR)”. If you select this option a set fee relevant to the currency of your International Payment will be debited from your nominated account and paid to the relevant Overseas Bank(s). Details of the applicable fee are available on http://www.nbnz.co.nz/personal/ratesandfees/fees/default.aspx. However in certain situations where more than one Overseas Bank is used to process your IMT such Overseas Banks may also deduct fees, over which the Bank has no control, from the amount which is paid to the beneficiary. You also agree and acknowledge that the Bank may receive a commission from an Overseas Bank in relation to its appointment.

Should a payment, through no fault of the Bank, be unpaid, the refund can not be effected until the Bank has received definite advice from its correspondent bank that the payment is unpaid, that the original instructions have been cancelled and that all correspondent bank, overseas and other charges and fees have been paid. Where local exchange control regulations exist in the beneficiary’s country there may be an additional delay in the return of funds.

Where an International Payment or associated refund require conversion from one currency to another, the Bank will make that conversion at its then current rate applicable to transactions of that nature, including by reference to the amount of the International Payment. This may differ from the original New Zealand dollar value.

These SCP Conditions of Use apply whenever you use DirectLink Online to make or send a Payment Instruction via the SCP System. These SCP Conditions of Use are in addition to the preceding Conditions of Use but in the event of any conflict these SCP Conditions of Use will apply.

In these SCP Conditions of Use, these terms have the following meanings:

“accepted” means in relation to a payment instruction received by us, the time when we release that Payment Instruction for payment through the SCP System.

“Beneficiary” recipient of the SCP as set out in the Payment Instruction.

“Irrevocable” means the Payment is cannot be reversed in accordance with the New Zealand Bankers’ Association Same Day Cleared Payment SCP Business Rules.

“Mistake” means if we fail to act on a Payment Instruction received from you or we do not follow your Payment Instruction or we accidentally duplicate a Payment Instruction.

“Operating Hours” means the hours of operation of the SCP Service which at present is 8am-4.30pm on any Business Day or as otherwise advised by us, from time to time.

“Payment Instruction” is the form of instruction made by you completing and submitting to us a request to effect your requested SCP via DirectLink Online.

“Receiving Bank” means the bank which maintains the Beneficiary’s account to which an SCP is to be made pursuant to your Payment Instruction.

“SCP System” includes all communication and processing facilities or systems which are used by us and the Receiving Bank in the course of an SCP payment cycle.

1.	You may make or send a Payment Instruction during Operating Hours. We may act on any Payment Instruction that is, or purports to be, given by or on behalf of you in accordance with the Conditions of Use.
2.	You must not make or send a Payment Instruction that is subject to any condition. We will not act on that condition.
3.	You must ensure that all the information included in a Payment Instruction is complete, accurate and correct.
4.	We will only make an SCP to the account number you specify in your Payment Instruction and it is to that account to which your SCP will be credited. If you specify an incorrect account number, the SCP may be credited for the account of the wrong person and you may suffer a loss as a result. You accept that neither we nor the Receiving Bank are under any obligation to validate the account number (or validate that the account number belongs to the payee)
5.	Once a Payment Instruction has been accepted by us it is Irrevocable.
6.	If a Payment Instruction is received during Operating Hours on a Business Day, then your payment will normally be credited to the account number specified in that Payment Instruction on the same Business Day or within such period as we may advise you from time to time. However delays in payment may be experienced if the SCP Systems are not fully operational.
7.	If you ask, we will request the Receiving Bank to attempt to notify the Beneficiary of the receipt of that SCP to the Beneficiary’s account. If you request that the Beneficiary is notified you must provide us with the correct facsimile number for the Beneficiary. Neither we nor the Receiving Bank are responsible for any failure to give that notification to the Beneficiary.
8.	If we make a Mistake and have not made the SCP in accordance with the Payment Instruction you give us and you suffer loss as a result we will take reasonable steps to attempt to remedy that Mistake and will provide you with a full refund of all fees paid in connection with the corresponding Payment Instruction.
9.	In no event shall we have any liability to you or anyone else (whether in contract, tort, equity or otherwise) for or in respect of: any Mistake we make if that Mistake is due to any failure in the SCP System or for any reason that is beyond our reasonable control; the validity or invalidity of any Payment Instruction we receive from you or that appears to be from you; or us not acting upon a Payment Instruction, or part of a Payment Instruction, which we consider illegible, unclear, or where there are insufficient cleared funds available, or we are unable to act upon the Payment Instruction due to circumstances beyond our reasonable control.
10.	As a condition of us allowing you to make an SCP you agree to: pay the fees and charges for SCPs which are set out in the Application Form or as otherwise notified to you from time to time by allowing us to debit your Nominated Account; neither use the SCP System, nor allow the SCP System to be used, for any illegal or fraudulent purpose; check your account(s) on a regular basis and immediately advise us of any error or mistake which you identify has or might have arisen as a result of an SCP being made; and ensure you always have sufficient Cleared Funds in your accounts or adequate credit arrangements in place to make the SCP. You acknowledge that we may refuse to make an SCP where there are insufficient Cleared Funds in your account or otherwise.

We may at any time with reasonable notice withdraw your access to DirectLink Online. We may suspend or withdraw your access to DirectLink Online at any time without prior notice if:

	you breach any of these Conditions of Use or the terms of the Application;
	we learn of your death, bankruptcy, liquidation, receivership or lack of legal capacity, or that any step is taken against you for your bankruptcy, liquidation or receivership;
	any event or change occurs which affects your assets, affairs or financial condition, which event or change gives us reasonable grounds to conclude that you may not be able to perform and observe your obligations to us;
	there are insufficient cleared funds to cover payments or payment instructions given;
	you have acted fraudulently; or
	we consider we have other reasonable grounds to do so.

You may at any time cancel your access to DirectLink Online by contacting any National Bank branch or the DirectLink Online Helpdesk.

You shall, upon the date when we withdraw your access to DirectLink Online or you cancel your access to DirectLink Online, immediately pay all amounts payable to us when directed by us.

Termination of all or any of the DirectLink Online Services for any reason whatsoever shall not:

Your transactions and any personal information are held within a secure server environment with us. Usage information (which is not intended to identify individuals) is recorded by us for site management and security purposes.

Any personal information you transmit to us or which is held by us will be used to process your transactions and may also be used by us to advise you of any of our products or services, and those of selected third parties.

You have the right to access and correct personal information held by us about you.

You shall treat all information you receive relating to DirectLink Online, us or any of our customers, as confidential and may only disclose such details to those of your employees who require the information to enable the proper operation and use of DirectLink Online, and as a condition of such disclosure, you shall obtain their agreement to be bound by these Conditions of Use.

In no case may you disclose any confidential information to a third party (except your auditors or other third parties whose review is mandated by law) without our prior written consent, which shall be conditional upon their agreement to be bound by these Conditions of Use. Your obligations under this clause are continuing and shall survive the expiration or termination of these Conditions of Use.

We may at any time modify, add to or delete:

	any of the DirectLink Online Services and the DirectLink Online Fees and Charges applicable to them; or
	any of these Conditions of Use.

We will give you 14 days notice of such changes, except for interest rates and other variations that are subject to market fluctuations and may be varied at any time.

We may notify you of termination or suspension of your access to DirectLink Online or any other matter, in writing or by telephone.

We may notify you of amendments to these Conditions of Use or DirectLink Online Services by any of the following means:

	posting information on our website;
	notice in our branches;
	public notice;
	written notice to you.

Use of DirectLink Online will incur the DirectLink Online Fees and Charges as detailed in the Application. You may also be charged a registration fee and a monthly fee for each DirectLink Online Service you have access to. Details of current fees and charges can be obtained at any National Bank branch or by calling the DirectLink Online Helpdesk on 0800 225 888 / +64 4 472 5545.

DirectLink Online transactions are also subject to all conditions, fees and charges applying to specific bank services accessible through DirectLink Online, at the time of the transaction, except where an exemption or a fee reduction applies.

You authorise us to debit your nominated account for the amount of our fees and charges (including the DirectLink Online Fees and Charges) and any Government taxes or charges payable on transactions made through DirectLink Online. If there are insufficient cleared funds in your nominated account to cover these fees and charges, you authorise us to overdraw your nominated account by debiting the fees and charges due, or to debit any of your other accounts.

Where we have agreed special charging arrangements exist, you must pay the DirectLink Online Fees and Charges in accordance with those arrangements.

Copyright: All rights in DirectLink Online, including the copyright, are our sole property. DirectLink Online embodies substantial creative effort on our part and is protected by New Zealand copyright laws and international treaty obligations.

Waiver: In relation to these Conditions of Use, no delay or failure to act will be construed as a waiver of or in any way prejudice, any of our rights. No waiver will be effective unless it is in writing. A waiver of a breach will not waive any other breach.

Severability: If any of these Conditions of Use is held to be invalid, illegal or unenforceable, that Condition will be severed and the remaining Conditions of Use will be enforceable.

Governing Law: These Conditions of Use and the contract between you and us arising out of your registration to use DirectLink Online are governed by New Zealand law and New Zealand courts have jurisdiction.