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General Terms and Conditions for provision of payment services to legal entities segmented as large and commercial clients Recitals

General terms and conditions for provision of payment services for legal entities segmented as large and commercial clients of Vojvodjanska banka a.d. Novi Sad (hereinafter referred to as: the General Terms and Conditions) regulate terms under which the Bank, as the payment service provider, provides payment services to large and commercial clients (hereinafter referred to as: the Client), the manner of providing these services, as well as terms of opening and maintaining payment accounts, and mutual rights and obligations. PART I - DEFINITIONS

1 The terms used in these General Terms and Conditions have the following meaning:

1.1. Bank – the issuer of the General Terms and Conditions is Vojvođanska banka ad Novi Sad, registered

under number BD 11796 in the Business Registers Agency and with company registration number

08074313.

1.2. Means of notification – within the meaning of these General Terms and Conditions, means all manners

and means which allow access, negotiation and use of bank’s products and services. In the wording of

the General Terms and Conditions this term may refer to business premises of the Bank, Bank’s website

www.voban.co.rs (hereinafter referred to as: the website) and other means selected by the bank.

1.3. Card – means a VISA Business card, payment instrument who allow its holder payment for goods and/or

services or remote payment and/or can be used for cash withdrawal and /or for other services available

on the ATM or any other device. VISA Business card is a debit payment card.

1.4. Unique identifier – means a combination of letters, numbers and/or symbols assigned to the client –

payment service Client by the payment service provider to be used in a payment transaction to

unambiguously identify the respective Client and/ or its payment account.

1.5. Client – within the meaning of these General Terms and conditions means a legal entity which according

to the internal segmentation of the Bank is classified as large or commercial client and which concluded

a framework agreement with the Bank on provision of payment services

1.6. Payer – means a natural or legal person that issues a payment order from its payment account or gives

consent to execute a payment transaction based on the payment order issued by a payee or, if there is

no payment account, a natural or legal person that issues a payment order;

1.7. Payee – means a natural or legal person designated as the recipient of funds subject to payment

transaction;

1.8. Payment order – means any instruction by a payer or payee to its payment service provider requesting

the execution of a payment transaction and which contains all elements required for execution.

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1.9. Payment instrument – means any personalized device and/or set of procedures agreed between the

payment service Client and payment service provider and used by the Client to issue a payment order;

1.10. Sales point – business entity authorized to accept payment card as non-cash mean of payment for goods and

services;

1.11. POS/EFT POS (Electronic Funds Transfer Point of Sale) – electronic device used to execute payment

transactions related to payment of goods and/or services or cash withdrawal. Transaction can be authorized

by pin, signature, tapping the card or other payment instrument to the device with such functionality;

1.12. Payment transaction – means an act, initiated by the payer or by the payee, of placing, transferring or

withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

1.13. Domestic payment transaction – means a payment transaction in which payer’s payment service provider

and payee’s payment service provider provide the service within the territory of the Republic of Serbia;

1.14. International payment transaction – means a payment transaction in which one payment service provider

provides the service within the territory of the Republic of Serbia, and the other service provider provides

the service on the territory of a third country, as well as a transaction in which the same payment service

provider provides a particular service to a payment service Client within the territory of the Republic of

Serbia, and to the same or any other payment service Client on the territory of a third country;

1.15. Framework agreement – Agreement on payment services the Bank concludes with the payment service

Client, along with these General Terms and conditions and specific terms for particular type of payment

account and /or any other specifically agreed payment or additional service the Bank provides in relation to

payment account, and which regulates execution of future payment transaction, and contains obligations

and conditions for opening and maintenance of the payment account. If the Client – Client concludes several

agreements with the Bank on opening and maintenance of different types of payment accounts, the Bank

shall provide services to all accounts in accordance with these General Terms and Conditions and in

accordance with specificities of particular types of accounts and specific agreements;

1.16. Payment account – means an account held in the name of one or more payment service Clients which is

used by the payment service provider for the execution of payment transactions. Payment account can be

current account or other type of payment accounts.

1.17. Agreement – means the agreement on opening and maintenance of specific account (e.g. Agreement on

current account);

1.18. Specific general terms and conditions – mean additional terms and conditions prescribed for other payment

and other services, which are an integral part of these General Terms and Conditions;

1.19. Time schedule - wworking hours of the Bank for reception and execution of payment orders – means a

specific Act of the Bank which defines timeframes, means and conditions for reception and execution of

payment transactions;

1.20. Reference interest rate means the interest rate which is used as the basis for calculating interest and which

is publicly available, and determined regardless of the will of the payment service provider and the payment

service Client which have entered into agreement on provision of payment services;

1.21. Reference exchange rate – means the exchange rate used for currency conversion and which is made

available by the payment service provider or obtained from a public source;

1.22. Durable medium means any device which enables the payment service Client to store data addressed

personally to it in a way accessible for future reference for a period of time adequate to the purpose of the

data and which allows for the unchanged reproduction of the data stored;

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1.23. Authorized person – means a natural person authorized by the legal representative of the Client or by the

law to dispose with funds available on the account;

1.24. Bank branch – business organizational unit in which the Client concludes the framework agreement on

payment series or the agreement on single payment transaction.

PART II – GENERAL TERMS AND CONDITIONS

1.1. By these General Terms and Conditions the Bank provides information to the Clients on terms under which the Bank provides payment services, as well as other information on payment services, and sets forth conditions for opening, maintaining and closing the account.

1.2. When opening the account and/or contracting any payment service besides information from these General

Terms and Conditions the Bank also submits to the Client any other documents which comprise the framework agreement.

1.3. When opening the account, the Client and the Bank conclude the Framework Agreement on provision of payment services (hereinafter referred to as: the Framework Agreement) which consists of:

- These General Terms and Conditions, - Time Schedule - The Agreement - Overview of tariffs for legal entities form the large and commercial clients segment (hereinafter referred

to as: the Tariff Overview) - Particular agreements for specific type of current account or other specifically agreed payment or other

service, if such agreement is concluded - Relevant specific general terms and conditions, if provided by particular agreement

These General Terms and Conditions, the Time Schedule, Specific General Terms and the Tariffs Overview are available in business premises and the website of the Bank. 1.4. Where an irreconcilable conflict exists among the provisions of the Framework Agreement, specific General

Terms, these General Terms and conditions, provisions of General business terms and conditions of Vojvodjanska banka ad Novi Sad for legal entities from large and commercial client segment, and provisions of the Law on Payment Services or any other law or bylaw regulating this area, the earliest item mentioned in this sentence shall control over any later mentioned item or items, except explicitly agreed differently.

1.5. By signing the Framework Agreement the Client confirms that before conclusion of the Agreement it has been informed about these General Terms and Conditions, as well as about any other documents which in accordance with point 1.3 of this part comprise the Framework Agreement, which besides its provisions includes agreement on exclusion or restriction of certain provision of article 9 of the Law on Payment services, and that he/she fully agrees with such provisions and accepts them. Informing the Client about documents from point 1.3, available in business premises and the website of the Bank, before conclusion of the Framework Agreement shall be construed as the end of pre-agreement phase.

1.6. If provision of the agreement used by the Bank and the User to regulate, before adoption of these General Terms and conditions, contractual relations in terms of Account maintenance and provision of payment service are contrary to the provisions of the Law on Payment Services and / or provisions of these General Terms and conditions, such provisions of previously concluded agreements shall not be applied, and shall be interpreted exclusively in accordance with these General Terms and Conditions and other documents which pursuant to article 1.3 of this part of the General Terms and Conditions comprise the Framework Agreement.

PART III - ELEMENTS OF THE FRAMEWORK AGREEMENT The Bank and the Client agree that certain elements of the framework agreement shall be included in these General Terms and Conditions and applied jointly and in accordance with the provisions of the Framework Agreement.

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1. TERMS OF USE OF PAYMENT SERVICES 1.1. TYPES AND DESCRITPION OF MAIN CHARACTERISTICS OF PAYMENT SERVICES PROVIDED BY THE BANK 1.1.1 The Bank provides the following services: 1) services enabling cash to be placed on a payment account, as well as all services required for opening,

maintaining and closing the account;

2) services enabling cash withdrawals from a payment account, as well as all services required for opening,

maintaining and closing the account;

3) funds transfer from/to a payment account, in one of the following ways:

(A) credit transfers,

(B) direct debits, including one-off direct debits,

(C) using a payment card or similar means;

4) execution of payment transactions where funds are covered by a credit line for a Client, payment service Client,

in one of the following way:

(A) credit transfer,

(B) direct debits, including one-off direct debits,

(C) using a payment card or similar means;

5) issuing and/or acquiring of payment instruments where the payment service provider enables to the payee the

execution of payment transaction initiated by the payer by using a specific payment instrument, as well as other

services.

1.2. UNIQUE IDENTIFIER 1.2.1 In order to provide services subject to the agreement on opening and maintaining the current account, the

Bank assigns a unique identifier to the Client, which the Client shall use in any payment transaction.

1.2.2 Unique identifier is at the same time the Client’s account number, which is used for provision of payment

services.

1.2.3 Payment transactions which are subject of the agreement on opening and maintaining the payment account

can be executed only if unique identifier from point 1.2.2 of this part is accurately and explicitly specified.

1.2.4. The Client shall be liable for correctness and authenticity of the data specified in the payment order. If the Client specified incorrect unique identifier in the payment order, the Bank shall not be liable for incorrectly executed payment transactions. If the Client provided other Payee information, in addition to the unique identifier, the Bank is obliged to execute payment order only in accordance with the unique identifier specified by the Client.

1.3. FORM AND METHOD OF GIVING CONSENT OF EXECUTION OF PAYMENT TRANSACTION

1.3.1 The Bank shall execute the payment transaction only if the Payer submitted proper payment order and gave

the consent for its execution.

Properly submitted payment order is the order in accordance with the following requirements:

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a) Contains minimum prescribed elements of payment order, its contents are in accordance with legal regulations and internal acts of the Bank, and there are no legal obstacles for its execution,

b) There are sufficient funds on the account to cover the amount of payment order and transaction fee, and appropriate consent is obtained in the manner provided by these General Terms and Conditions.

1.3.2 The Payer gives a prior consent for execution of payment orders, in all as follows:

a) For payment order issued on paper and submitted to the organizational unit of the Bank responsible for execution of payments at the order of the Client / to counter of the Bank, if signed by persons authorized to dispose with funds on the current account and properly stamped, all in accordance with authorizations submitted to the Bank within valid document “Specimen Signature Card” or other document submitted to the bank by legal representative;

b) For orders of the Client issued by electronic banking service – pursuant special agreement and specific General Terms and Conditions by which the Bank and the client regulated particular electronic banking services;

c) For order issued by ATM or POS device – consent is given in the manner prescribed by special agreements and/or general terms and conditions of card services;

d) For payment orders issued by other instrument and payment operations channels the consent is given in the manner prescribed by special agreements and/or general terms and conditions of use of particular product and/or service;

e) Giving prior consent for account debit directly to payee by certifying/signing the promissory note/authorization and other instruments in accordance with valid document “Specimen Signature Card“

1.3.3. The Bank shall not execute payment transactions if they are not in accordance with points 1.3.1 and 1.3.2,

except otherwise provided by the law.

1.3.3 The Client – Payer gives consent for execution of payment transaction or sequence of payment transactions

in the following form and in the following manner:

- By signing and submitting payment order to the Bank;

- By entering PIN;

- By entering password or in any other way

1.3.4 The Bank shall make no refund to the Client for approved and correctly executed payment transactions.

1.4. PAYMENT ORDER REVOCABILITY

1.4.1 The Client, payment service Client, may not revoke a payment order once it has been received by the Bank,

except in cases stipulated by this point 1.4.

1.4.2 If a payment transaction is initiated by the payee or by the payer through the payee by using the ATM, POS

or through payment cards * the payer may not revoke payment order after issuing the payment order or giving

consent to the payee to execute the payment transaction.

1.4.3 Notwithstanding the point 1.4.2 of this part, if a payment transaction is initiated by the payee through direct

debit, the payer may revoke the payee’s payment order by the end of the business day preceding the day

determined for debiting the payer’s payment account.

Order revocation is performed by submitting a special request for revocation with written request of the payer,

and in accordance with the Specimen Signature Card signed and certified by Client’s authorized person and these

General and Specific General Terms and Conditions.

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1.5. TIME OF RECEIPT OF PAYMENT ORDER AND TIMEFRAME FOR EXECUTION OF PAYMENT TRANSACTION

1.5.1 The payment order shall be deemed received by the Bank when proper payment order is submitted and

consent for its execution is given..

1.5.2. The Bank shall execute received payment orders in accordance with timeframes and under conditions specified in the document “Time Schedule”, which is an integral part of the Framework Agreement and which is available on the website of the Bank or in business premises of the Bank used for provision of customer services. 1.5.3. The Bank is authorized to modify/supplement the document “Time Schedule” and notify the Client on changes, under the same conditions and in the same manner it is authorized to modify/supplement these General Terms and Conditions. The Bank shall not be liable for the extension of the period provided for execution of the order or failure to execute the order due to implementation of measures provided by enforced collection regulations, recognized measures of restriction and embargo, and internationally recognized obligations from the field of money laundering prevention and terrorism financing. 1.5.4. If the Bank receives a payment order on a day which is not its business day or receives a payment order outside the hours specified in the time Schedule, the payment order shall be deemed received on the following business day. 1.5.5. The Bank shall execute a payment order on the same day or on Bank’s business day determined in advance, if so agreed and if conditions from point 1.3.1 are met. 1.5.6. Failure to execute the payment order which does not meet the conditions from point 1.3.3 shall not be deemed as refusal to execute the payment order, and the Bank is in no way obligated to provide specific notification to the client. 1.6 EXECUTION OF PAYMENT TRANSACTION TO THE PAYEE

1.6.1 The bank shall immediately credit the funds to the payment account of payee in accordance with the Time

Schedule if all legal requirements for the transaction are met.

The Client may dispose with funds placed on its account when the amount of payment transaction is credited to

the account with the Bank and when the Bank receives all information required for crediting the Client’s account.

If a date on which funds are credited to the account of the Bank, is not a business day of the Bank, it shall be deemed that the Bank received funds for payee on the following business day. 1.6.2. If the User request cash withdrawal form the payment account, the Bank shall pay the amount requested.

Period for payment, required announcement of cash withdrawals and limits are defined in the Time Schedule. The

Bank charges a fee for cash withdrawal in accordance with the Tariff Overview.

1.7 EXPENDITURE LIMIT RELATED TO THE USE OF PAYMENT INSTRUMENT

The Bank may agree with the Client on the expenditure limit for single payment transaction or several

transactions in the particular period, if these transactions are executed through payment instrument used for

giving the consent for execution of these transactions.

2 INFORMATION ON FEES, INTEREST RATES AND FOREIGN EXCHANGE RATES

2.1. The Bank calculates and charges fees, i.e. interest in accordance with the Tariff Overview, for provision of payment services, as well as for past due receivables related to the execution of payment services. In extraordinary circumstances, the Bank may accept fees different from fees that are defined in the Tariff Overview, when it is in behalf of the Bank and of the Client, 2.2 The Tariff Overview is available on the website of the Bank and in business premises of the Bank intended for provision of customer services. 2.3 The Bank provided proper notice to the Client on all fees and interest the Bank may charge to the Client in accordance with the point 2.2.

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2.4 If interest rates based on the reference rates are modified, such modified interest rates may be applied without prior notification of the Client. 2.5 If agreed amount of fees or interest rates are changed in the favour of the Client, these changes can be

applied immediately and without prior notification of the Client.

2.6 The Bank shall notify the Client on changes of fees or interest rate, except in cases defined in article 2.4 and

2.5, at least 15 days before the change becomes effective, by publishing modified Tariff Overview on the website

and in the business premises of the Bank. Within the period provided the Client is entitled to propose contract

termination. If the Client fails to notify the Bank within the period provided, it shall be deemed that it accepted

proposed changes of contractual conditions.

2.7 The Client irrevocably agrees and authorizes the Bank to automatically, and without prior consent of the client, debit any of its accounts with the Bank, except for accounts excluded by the law, to collect all claims the Bank has against the Client.

2.8 When executing the transactions which require currency conversion, the exchange rate applicable at the moment of payment transaction execution shall be used. If no specific exchange rate is agreed, conversion of various foreign currencies and of domestic currency shall be conducted in accordance with the exchange rate list of the Bank applied for purchase and sale of FX funds in customer operations or exchange rates provided by the law. Exchange rate list of the Bank is available on the website and in business premises of the Bank.

The official average exchange rate of the National Bank of Serbia applicable at the date of calculation shall be

applied for conversion of service fees shown in the Tariff Overview, which are denominated in foreign currency, as

well as for recalculation of the base used for calculation of fees applied to FX and dinar claims with currency

protection, unless otherwise provided by tariff item or agreed.

2.9 The Bank shall not calculate and pay any interest on positive account balance. In extraordinary circumstances, the Bank may calculate and pay interest to the positive account balance, which shall be regulated by the agreement between the Bank and the Client. 2.10 If the Client terminates the Agreement, the Bank: shall not refund the proportional amount of fees paid in

advance; and charge fees for closing the account (contract termination fee) in accordance with the Tariff

Overview.

3. INFORMATION ON MANNER OF COMMUNICATION BETWEEN THE USE AND THE BANK 3.1 MEANS OF COMMUNICATION FOR SHARING INFORMATION AND NOTIFICATIONS

3.1.1 The means of communication between the Bank and the Client may be the following: electronic (email, the Internet), registered mail, notice on the counter, notice on the notice board of the Bank, etc. 3.2 THE MANNER AND FREQUENCY OF PROVIDING INFORMATION

The Bank shall submit information on executed single transaction by sending a report on balance and changes of

the account, in the manner selected by the Client in its request. All other information related to contractual

relations between the Client and the Bank shall be available, i.e. submitted to the Client in the manner he/she

selected in the request for the particular type of information, or by means of communication from point 3.1.1.

depend on type of information

3.3 THE LANGUAGE OF THE AGREEMENT AND COMMUNICATION

The Agreement is concluded in Serbian language, which shall also be used for communication between the Bank

and the User.

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Exceptionally, at the Clients request, the agreement may be concluded in bilingual form, in Serbian and English

language, and in case of discrepancy the Serbian version shall prevail.

4 INFORMATION ON SAFEGUARD AND OTHER MEASURES IN RELATION TO THE EXECUTION OF PAYMENT

TRANSACTIONS

4.1. THE MEASURES THAT THE CLIENT MUST TAKE TO PROTECT A PAYMENT INSTRUMENT AND THE MANNEF OF

NOTIFYING THE BANK ON LOSS, THEFT OR MISUSE OF A PAYMENT INSTRUMENT

4.1.1 The Client is obliged to use payment instruments in accordance with regulations, specific terms and

conditions for partiicilarly instrument and contractual terms.

4.1.2 The client is especially obliged to immediately after receiving the payment instrument take all reasonable

and appropriate measures to protect personalized safety elements of such instrument (e.g. personal identification

number).

4.1.3 The Client is obliged to immediately notify the Bank or other person appointed by the Bank on any loss, theft

or misuse of the payment instrument.

4.2 THE CONDITIONS UNDER WHICH THE BANK HAS THE RIGHT TO BLOCK A PAYMENT INSTRUMENT

4.2.1 THE Bank may prevent use of payment instrument (block payment instrument), if there are reasonable

grounds related to safety of payment instrument, if unauthorized use of payment instrument or its fraudulent use

is suspected or if risk of the Payer being unable to pay its obligations is increased, when use of payment

instrument is related to granted loans, i.e. account overdraft of the payer.

4.2.2 The Bank shall notify the Client on its intention to block a payment instrument and on the reasons for such

blockade. The Bank shall provide such notification immediately after blockade is made. The bank shall submit a

notification on intended blockade, i.e. on payment instrument blockade to the User in writing or by electronic

means.

4.2.3 Notwithstanding point 4.2.1 of this part, the Bank shall not notify the User in accordance with this

paragraph, if provision of such notification is prohibited or in case of reasonable safety concerns.

4.2.4 The User shall be allowed to use a payment instrument or to replace it with a new instrument when reasons

for its blockade cease.

4.3 LIABILITY OF THE USER-PAYER FOR UNAUTHORIZED PAYMENT TRANSACTIONS, INCLUDING THE RELEVANT

LOSSES COVERED BY THE PAYER

4.3.1 Notwithstanding point 4.5.1 of this part, Client-payer bears losses up to 15.000 RDS arising from execution

of unauthorized payment transaction, if such transactions result from:

1) lost or stolen payment instrument, or

2) ) a payment instrument which has been misused, since the User failed to protect its personalized security

elements.

4.3.2 The client-payer bears all losses arising from execution of unauthorized payment transaction, if such

transactions are the result of fraudulent activities of the Client or its failure to comply with provision of the Law

related to payment arising from its intent or gross negligence.

4.3.3 The Client-payer shall not bear losses from point 4.3.1 of this part, if the Bank failed to provide appropriate

notice on lost, stolen or misused payment instrument, except such losses are the result of payer’s fraudulent activities.

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4.3.4 The Client-payer shall not bear losses arising from unauthorized payment transactions executed after it

notified the Bank the payment instrument has been lost, stolen or misused, except if such losses are the result of

payer’s fraudulent activities.

4.4 THE MANNER AND THE TIMEFRAME WITHIN WICH THE USER SHALL NOTIFY THE BANK ON UNAUTHORIZED,

NON-EXECUTED OR INCORRECTLY EXECUTED PAYMENT TRANSACTION

4.4.1 The Bank shall provide a refund to the Client in accordance with the Framework Agreement, these General

Terms and Conditions and legal regulations, if the Client notifies the bank on unauthorized, non-executed or

incorrectly executed payment transaction, immediately after becoming aware of the transaction and if

investigation confirmed that the Bank is beyond any doubt responsible for non-execution, provided that such

notification is submitted within 13 months form the debit

4.4.2 The Bank shall provide proper execution of payment transaction in accordance with the Framework

Agreement, these General Terms and Conditions and legal regulations, to the Client, requesting proper execution

of payment transaction, immediately after becoming aware of the payment transaction, provided that such

request is submitted within 13 months from the debit date.

4.4.3 If the information on payment transaction has not been provided to the Client in accordance with the

Framework Agreement, these General Terms and Conditions and legal regulations– the Bank shall be liable for

unauthorized, non-executed or incorrectly executed payment transaction and shall provide a refund to the Client,

as provided by points 4.4.1 and 4.4.2 of this part, even if the period of 13 months has expired, if the Client notified

the Bank on the unauthorized, non-executed or incorrectly executed payment transaction, immediately after

becoming aware of the transaction.

4.4.4. Notification, i.e. request for refund or proper execution of payment transaction is submitted in writing by

the payer.

4.5 LIABILITY OF THE BANK FOR UNAUTHORIZED, NON-EXECUTED OR INCORRECTLY EXECUTED PAYMENT TRANSACTIONS 4.5.1 Liability of the Bank for unauthorized payment transaction

4.5.1.1 The bank shall be liable for execution of payment transaction for which the payer has not given consent in

accordance with Framework Agreement, these General Terms and Conditions and legal regulations (hereinafter

referred to as: the unauthorized payment transaction).

4.5.1.2 The Bank liable for execution of the unauthorized payment transaction shall immediately refund the

amount of the unauthorized payment transaction to the Client and restore the debited payment account to the

state in which it would have been had the unauthorized payment transaction not taken place.

4.5.1.3 The Bank shall also refund all fees charge to the Client and refund and/or pay any related interest the Client would be entitled if the unauthorized payment transaction had not taken place.

4.5.2 Exclusion of liability for unauthorized payment transactions in electronic currency

4.5.2.1 Notwithstanding the provisions of points 4.3 and 4.5.1 of this part, the Bank shall not be liable for

execution of unauthorized payment transaction in electronic money, if it cannot block User’s – Payer’s payment

account with electronic money or User’s – Payer’s payment instrument for use of electronic money, and total

value of such electronic money is at no time higher than 15.000 dinars.

4.5.3 Liability for non-executed or incorrectly executed payment transaction initiated by the Client

4.5.3.1 The Bank shall be liable to the Client for the correct execution of a payment transaction initiated by the

Client to the payee’s payment service provider in accordance with point 1.5 of this part.

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4.5.3.2 If the Bank is liable for non-executed or incorrect payment transaction, it shall immediately refund the

amount of non-executed or incorrectly executed payment transaction to the Client, i.e. to restore the Client’s

payment account to the state in which it would have been if the incorrectly executed payment transaction had

not taken place, except if the Client requests proper execution of the payment transaction.

4.5.3.3 If the Bank provides an evidence to the Client, and if required to the payee’s payment service provided,

that the account payee’s payment service provider has been credited for the amount of payment transaction in

accordance with point 1.5 of this part – payee’s payment service provider shall be liable to the payee for non-

executed, i.e. incorrectly executed payment transaction in accordance with legal regulations.

4.5.3.4 If the Bank is liable for non-executed or incorrectly executed payment transaction it shall refund all fees charged to the Client, and refund and/or pay all interest to which the Client is entitled related to non-executed or incorrectly executed payment transaction.

4.5.4 Liability for non-executed or incorrectly executed payment transaction initiated by the payee or the payer

through the payee

4.5.4.1 If a payment transaction is initiated by the payee or by the payer through the payee, payee’s payment

service provider shall be liable for proper submission of payment order to payer’s payment service provider in

accordance with article 43 of the Law on Payment Services.

4.5.4.2 If it fails to submit, or improperly submits payment order provided byprevious point ofthis part, payee’s

payment service provider shall immediately after becoming aware of the transaction submit, i.e. resubmit the

order to payer’s payment service provider.

4.5.4.3 If the amount of payment transaction initiated by payee or payer through payee is credited to the account

of payee’s payment service provider, this provider shall be liable to the payee for proper execution a of payment

transaction in accordance with article 44 and 45 of the law.

4.5.4.4.If the payee’s payment service provider proves to the payee, and if needed, to the payer’s payment service

provider, that it is not liable to the payee in accordance with points 4.5.4.1-4.5.4.3 this part, the payer’s payment

service provider shall be liable to the payer for the non-executed and incorrectly executed payment transaction.

4.5.4.5 Provisions of article 53, paragraph 2 of the Law on Payment Services shall apply to the payer’s payment

service provider that is liable under point 4.5.4.4.

4.5.4.6 The payment service provider that is liable pursuant to this article shall refund its payment service Client

all fees charged and any interest to which the user is provided related to non-executed or incorrectly executed

payment transaction.

4.5.5 Liability for the use of a unique identifier 4.5.5.1 If a payment order is executed in accordance with the Client’s unique identifier, the payment order shall

be deemed to have been executed correctly with regard to the Client specified by the unique identifier, regardless

of other data provided to the payment service provider.

4.5.5.2 If the unique identifier submitted by the Client to the Bank is incorrect, the Bank shall not be liable for non-

executed or incorrectly executed payment transaction.

4.5.5.3 In the case from point 4.5.5.2 of this part, the Client has the right to request from the Bank to take all

reasonable measures, i.e. to provide information to the Client on flow of funds involved in the payment

transaction (e.g. information on the payee’s payment service provider and/or the payee).

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4.5.6 Rights and obligations of the Bank in case of incorrectly executed payment transactions

4.5.6.1 The Bank, as the payment service provider, has the following rights and obligations in terms of incorrectly

executed domestic payment transactions:

1) if the payer’s payment service provider transfer to the payee’s payment service provider the amount of the

payment transaction that is higher than the amount indicated in the payment order or if it by mistake executes

the same payment order multiple times, the payee’s payment service provider shall, based on the evidence

submitted by the payer’s payment service provider that made the error, return such funds to the payer’s payment

service provider without undue delay;

2if the amount of the payment transaction transferred to the payee’s payment service provider is lower than the

amount indicated in the payment order, the payer’s payment service provider may, within time limits specified in

Article 42 of the Law on Payment Service, transfer to the payee’s payment service provider the difference, even

without request of the payment service Client for correct execution of the payment transaction;

3) if funds are transferred to a payee other than the one indicated in the payment order, the payer’s payment service provider may, within time limits specified in Article 42 of the Law on Payment Services, correctly execute the payment transaction even without the request of the payment service Client for correct execution of the payment transaction, and the payee’s payment service provider to whom the funds are wrongly transferred shall in any case, based on evidence submitted by the payer’s payment service provider that made the error, return such funds (as recovery) to the payer’s payment service provider without undue delay.

4.5.6.2 The return of funds under point 4.5.5.1 of this part, points 1) and 3) shall take precedence over any other payment transaction from the payment account from which the recovery is to be made.

4.5.7 Liability of an intermediary for non-executed or incorrectly executed payment transaction

4.5.7.1 The Bank shall be liable to the Client for non-executed or incorrectly executed transaction even if the

liability is attributable to an intermediary participating in the transaction between payment service providers.

4.5.8 Obligation to trace funds in case of non-executed or incorrectly executed payment transactions

4.5.8.1 In case of non-executed or incorrectly executed payment transaction, the Bank shall, regardless of the

liability for correct execution of a payment transaction, on request of the User, take immediate and adequate

steps to trace the funds and notify the Client about the outcome of measures taken without undue delay.

4.5.9 Liability for losses arising from unauthorized, non-executed or incorrectly executed payment transaction

4.5.9.1 Provisions of points 4.5.1, 4.5.3 and 4.5.4 of this part shall not exclude the right of the User to request

from the Bank, in accordance with law, a compensation for losses arising from the execution of unauthorized

payment transaction, for non-execution or incorrect execution of the payment transaction that the Bank is liable

for.

4.5.10 Exclusion of liability due to force majeure or law

4.5.10.1 The liability of the Bank and the Client regarding the execution of a payment transaction is not goverened

by the provisions of the Framework Agreement, these General Terms and Condition and the Law on Payment

services in case of force majeure that prevented them from fulfilling obligations arising from the Framework

Agreement, these General Terms and conditions, the Law on Payment Services or any other law.

4.6. BURDEN OF PROVING THE EXECUTION OF PAYMENT TRANSACTION

4.6.1 If the User claims that, bawsed on the established contractual relations and legalr regulations, it did not

approve the executed payment transaction or that payment transaction is not executed properly or at all, is shall

prove its claims.

4.6.2 If the Bank claims that the Client faild to act in accordance with established contractual relations and legal

regulations during execution of payment transaction it shall prove its claim.

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4.6.3 Records of the Bank on use of payment instruments provide an evidence on the manner in which the

payment transaction has been executed and shall be treated equally as other evidences.

5. CONDITIONS FOR AMENDMENT OF THE FRAMEWORK AGREEENT – TERMINATION OF THE FRAMEWORK

AGREEMENT

5.1 Amendments to the Framework Agreement 5.1.1 The Bank shall notify the Client on proposed amendment to the Framework Agreement at least 15 days prior

to the proposed effective date of amendments - by publishing General Terms and Conditions, and/or the Time

Schedule, and/or Specific General Terms and/or the Tariffs Overview in business premises of the Bank and the

website of the Bank, or in case of amendment to the Agreement - by submitting proposed amendment to the

agreement in paper form, by electronic mail, or any other durable medium.

5.1.2 Exceptionally from point 5.1.1:

- If interest rates based on the reference rates are modified, such modified interest rates may be applied without prior notification of the Client, - If agreed amount of fees or interest rates are changed in the favour of the Client, these changes can be applied

immediately and without prior notification of the Client.

5.1.3 If the Client fails to provide written notification to the Bank stating its rejection of amendments before

effective date of amendments from article 5.1.1, it shall be deemed that the Client has agreed to the

amendments.

6. RIGHT TO COMPLAINT

6.1 The Customer is entitled to file a written complaint to the Bank sent to the address of the Bank, closest

branch, or by electronic means to the email, all in accordance with the instruction available on the Bank’s website,

if it considers that the Bank fails to comply with the provisions of the agreement, General Terms and Conditions,

good business practices, as well as with legal regulations of the Republic of Serbia, i.e. if any prior attempt to

resolve the matter mentioned in the written complaint failed.

The Client has the right provided by point 6.1 during the period of three years from the date alleged violation of

right and/or interest, which is the subject of complaint.

6.2. Written complaint must contain personal information of the Customer/applicant (address, company

registration number), as well as short and clear description of subject of complaint.

6.3 If a Client/complainant is not satisfied with the response of the Bank, which has to be provided within 15, or in

exceptional cases, 30 days from the date written complaint is received, or if the Bank fails to act on the complaint,

i.e. fails to provide a response within the period provided, the Client may, before initiation of court proceedings,

submit a written complaint, in accordance with the Financial Services Consumer Protection Law, to the NBS, 12

Kralj Petra str, Belgrade or to NBS, Financial Services Consumers Protection and Education centre, P.O. box 712..

PART IV – OPENING, MAINTAINING, BLOCKING AND CLOSING THE ACCOUNT

1 OPENING THE ACCOUNT

1.1 The Bank opens the account for the Client, provided that it submitted the following documents: - properly completed Request for account opening; - documentation provided by applicable laws and bylaws or explicitly required by the Bank. 1.2 The Bank may open the account or reject the Request for account opening. The Bank reserves the right to reject opening the account for the Client without providing specific reasoning.

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1.3 The Bank and the Client enter into Agreement based on the Request for account opening and proper documents submitted for opening the account. 1.4 The Client may start using the account immediately after conclusion of the Agreement, i.e. from the moment account is registered in the Register of Account with the NBS 1.6 The Bank opens the accounts in accordance with the law and structure provided by bylaws and rules of the Bank. 1.7 The Client agrees that the Bank shall keep a copy of its personal identification documents used to identify the Client or certified documents received by the Bank for account opening. 2 MAINTAINING THE ACCOUNT 2.1 The Bank shall execute payment transaction through the account of the Client and within available account balance. 2.2. Available balance means positive balance which is considered an on-sight deposit increased by the unutilized amount of overdraft, if agreed with the Bank, and reduced by the amount of provisions facilities (payment card transaction and other provision ) (hereinafter referred as: the Available Balance). The Bank may, in accordance with internal acts of the Bank, allow the Client to use funds higher than the positive account balance by granting a loan – account overdraft, on which the Bank and the Client conclude a separate agreement. Overdraft cannot be used to settle liabilities arising from enforced collection order 2.3 Legal representative of the Client may dispose with available balance, i.e. persons authorized by specimen signature card. 2.4. There are no restrictions in terms of disposal with available balance, except in case of the force majeure or if otherwise provided by the regulations. 2.5. The legal representative of the Client may immediately, at the moment of the account opening or subsequently, authorized other persons to dispose with funds on its account. Authorizations are assigned depending on the type of payment service for particular account. The client shall inform each authorized person specified in the Specimen Signature Card about these General Terms and Conditions, as well as with entire documentation comprising the Framework Agreement. 2.6. The Client shall decide on authorization level, change and cancellation of authorization, and all in accordance with these General Terms and Conditions, Specific General Terms and Conditions and type of payment transaction. 2.7. The Client bears sole liability for all acts and omissions of the authorized person. 3 CLOSING THE ACCOUNT 3.1 The Bank closes the account:

- At the request of the Client - If the Framework Agreement is terminated - As well as in all other situations provided by law and bylaws.

3.2 Accounts which did not have changes initiated by the Client in the period longer than one year shall be maked by the Bank as inactive. 4 UNAUTHORIZED OVERDRAFT 4.1 Unauthorized balance means a negative account balance resulting from the use of funds above the available balance.

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4.2 If not otherwise provided by the overdraft agreement concluded between the Bank and the client, the Bank shall calculate and charge an interest to the unauthorized overdraft in accordance with the rate specified in the Tariff Overview for past due receivables. 4.3 The interest is calculated and collected starting from the date of unauthorized overdraft occurrence until final settlement of liabilities. 4.4 The Client explicitly authorizes the Bank to charge the amount of unauthorized overdraft and all accruals and interest to past due receivables to all Client’s deposit, current and other accounts with the Bank in case of unauthorized overdraft. PART V – SINGLE PAYMENT TRANSACTIONS The bank, as the payment service provider, also provides single payment transaction services to the clients Information on single payment transactions is available to the Client in business premises and the website of the Bank before conclusion of the Agreement. The Agreement on single payment transaction shall be deemed concluded when the client gives consent for its execution by submitting signed payment order to the Bank, in accordance with applicable regulations. PART VI – ADDITIONAL SERVICES At the specific request of the Client and if considered to be of business interest to the Bank, the Bank shall make available to the Client additional payment and other services related to the current account, such as:

- Electronic banking services, - Issue and use of business cards, and - Other services not mentioned herein, in accordance with acts of the Bank and legal regulations

The main features, as well as the terms and conditions of use for additional payment service are established in Specific General Terms and conditions and/or particular agreements for such servicies. PART VII – TRANSITIONAL AND FINAL PROVISIONS 1.1 These General Rules are drawn up in accordance with the applicable laws of the Republic of Serbia and shall

be construed accordingly.

1.2 In exceptional cases the Bank may accept terms which are not provided by these General Terms and

Conditions, if it is in the mutual interest of the Bank and the Client.

1.3 By adopting these General Terms and Conditions the Bank harmonizes all agreements on account opening and

maintenance, agreements on issuance and use of payment cards and other agreements on standing payment

services concluded before the effective date of these General Terms and Conditions.

1.4 All contractual relation and communication between the Bank and the Client before and during the agreement

shall be conducted in Serbian language and alphabet, except otherwise agreed by the Bank and the User.

1.5 Any possible disputes between the Bank and the Client arising from these General Terms and Conditions shall

be governed by the law of the Republic of Serbia.

1.6 Any possible disputes shall be resolved by the court having jurisdiction according to the legal regulations.

1.7 The General Business Terms and Conditions for provision of payment services to legal entities within large and

commercial client segment shall enter into force from the date they are published in a visible place in the business

premises, and shall be effective from 01.10.2015.

VOJVODJANSKA BANKA a.d. NOVI SAD