KYC Undertaking Agreement

KYC Undertaking Agreement

This KYC Undertaking Agreement (the Agreement) is made as of Day: Month: Year: between Institution Name: with registered address: (the "Institution") and Customer Name: with address: (the "Customer").

RECITALS

WHEREAS, the Institution is required by applicable laws and internal policies to obtain and verify identification, address and other information about persons or entities seeking to establish or maintain a business relationship with the Institution;

WHEREAS, the Customer seeks to establish or continue a business relationship with the Institution and must provide accurate and complete Know-Your-Customer (KYC) information and authorisations to enable the Institution to fulfil its legal and regulatory obligations; and

WHEREAS, the parties wish to record the Customer's undertakings, consents and warranties relating to KYC information, documentation and ongoing monitoring.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"KYC Information" means all identification documents, verification materials, evidences of beneficial ownership, source of funds information and any other information or documentation requested by the Institution to satisfy regulatory or internal compliance requirements.

2. CUSTOMER UNDERTAKINGS

2.1 The Customer warrants and undertakes that all KYC Information submitted to the Institution is true, complete and correct in all material respects and that there have been no material omissions or misstatements.

2.2 The Customer shall promptly provide to the Institution, upon request, originals or certified copies of documents and any additional information reasonably required for identity verification, beneficial ownership identification, source of funds verification and ongoing monitoring. List the specific documents provided or to be provided:

2.3 The Customer shall notify the Institution in writing within business days of any change to any material KYC Information, including changes to beneficial ownership, control, legal status or address.

3. AUTHORIZATIONS AND CONSENTS

3.1 The Customer authorises the Institution to: (a) verify any information provided to any third party, service provider or governmental authority; (b) retain copies of KYC Information for the period required by law; and (c) undertake screening and monitoring activities necessary to satisfy anti-money laundering, counter-terrorist financing and sanctions obligations.

3.2 The Customer expressly consents to the processing, transfer and disclosure of KYC Information to third parties, affiliates, regulators and service providers where such disclosure is necessary for compliance, risk management or as required by law.

Consent to screening and third-party verification: I consent

4. REPRESENTATIONS AND WARRANTIES

4.1 The Customer represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any contractual or legal obligation; and (c) there are no facts or circumstances known to the Customer that would make any KYC Information untrue, inaccurate or misleading.

4.2 If the Customer is an entity, the Customer shall provide evidence of corporate existence, duly authorised signatories and the identity of all beneficial owners holding, directly or indirectly, ownership or control above the percentage set out below: Ownership threshold: %

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 The Institution shall treat KYC Information as confidential and shall use such information solely for the purposes of verification, monitoring and compliance, subject to permitted disclosures under this Agreement and applicable law.

5.2 The Customer acknowledges and agrees that the Institution may retain, process and transfer personal data where necessary to carry out the purposes described in this Agreement and for compliance with legal obligations.

6. INDEMNITY

6.1 The Customer shall indemnify and hold harmless the Institution, its officers, directors and employees from and against any losses, liabilities, costs or expenses (including reasonable legal fees) arising from any breach of the Customer's representations, warranties or undertakings under this Agreement or from providing false or misleading KYC Information.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising from fraud or wilful misconduct, neither party shall be liable to the other for any indirect, incidental, special or consequential losses arising out of or in connection with this Agreement.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the date first written above and shall continue until terminated by either party on not less than days' prior written notice, provided that the obligations of the Customer to provide KYC Information and the Institution's rights to retain and process such information shall survive termination as required by law.

9. NOTICES

9.1 All notices under this Agreement shall be in writing and delivered to the respective addresses set out above or such other address as a party notifies in accordance with this clause and shall be deemed received: (a) on delivery when delivered by hand; (b) on the third business day after posting when sent by registered mail; or (c) on the day of transmission when sent by electronic communication provided acknowledgment of receipt is obtained.

10. AMENDMENTS AND WAIVER

10.1 No amendment to this Agreement shall be effective unless in writing and signed by authorised representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

11. COUNTERPARTS

11.1 This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

12. GOVERNING LAW, ENTIRE AGREEMENT AND SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified:

12.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating thereto.

12.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Remedies: The rights and remedies of the Institution under this Agreement are cumulative and in addition to any rights or remedies available at law or in equity.

13.2 Survival: All representations, warranties and indemnities contained in this Agreement shall survive termination or expiry of this Agreement for the period permitted by applicable law.

ENTITY DETAILS

Individual Corporate Trust Other

ACKNOWLEDGEMENTS

The Customer acknowledges that failure to provide accurate and timely KYC Information may result in the suspension or termination of services and reporting to competent authorities where required by law.

The Customer confirms that it has read, understood and agreed to the foregoing undertakings, representations and consents.

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