Overview

MEMORANDUM OF AGREEMENT entered into by and between CBZ BANK LIMITED (hereinafter called “the Bank”) and “The
Client”

WHEREAS The Bank is offering an electronic payment and Internet Banking System known as “OBDX”, and WHEREAS the
Client has accepted the use of the said banking system and to abide by the following terms and conditions:

NOW THEREFORE the parties hereto agree as follows:

1. ORACLE DIRECT BANKING DIGITAL EXPERIENCE (“OBDX”)
   1. The Bank offers and the Client accepts the use of the OBDX (Hereinafter referred to as
      “Internet Banking”)which enables the Client to conduct inter-account transfers;
      balance and transaction viewing, third party payments, bill payments and to change the
      users or accessing profiles on its side in respect of account(s) which may be linked to the
      internet banking System by giving instructions to the Bank via the Client’ personal computer(s)
      linked to the Bank’s Central Computer Systems through the Internet.
2. TO THE NETWORK OF THE BANK
   1. This agreement shall become effective upon signature hereof and the Internet Banking shall become
      operative upon registration by the Client.
   2. The Client undertakes, for the purposes of accessing the Bank’s Internet Banking, to acquire at its
      expense, the computer hardware and operating environment recommended by the Bank.
   3. The Client shall ordinarily be able to access the Internet Banking once its profiles are set up.
      However, in cases where the Client requires the Bank’s assistance in rendering the system operative,
      the Client undertakes to afford the Bank its officers or agents access to its premises.
   4. The Bank shall provide a user password and user name to the Client who undertakes to immediately
      change such password to its own exclusive password (s) that shall enable it to access the Bank’s
      internet banking site the first time it logs on to the system.
   5. Whilst the Bank shall use its best endeavors to provide the Bank’s Internet Banking on a daily
      basis, certain services and instructions that include funds transfers to third parties who bank with
      other banks other than the Bank shall be effected by the Bank during normal banking hours or on the
      next working day. Notwithstanding any provision to the contrary contained herein, the Bank may
      temporarily suspend and/or terminate the service at any time and without prior notice to the Client
      in circumstances beyond its control.
3. TARIFFS AND FEES
   The Client hereby undertakes to pay to the Bank such tariffs, levies, taxes and service fees that are
   charged by the Bank or charged by regulatory authorities from time to time in accordance with the stipulated
   tariffs or statutory requirements.
4. AUTHORISATIONS
   1. The Client hereby authorizes and instructs the Bank in compliance with the instructions given by the
      Client’s through their personal computer or other device and within the marked limits to:
      1. debit and/or credit its account(s) and/or third party account(s) with such sums as per the
         instructions;
      2. transfer funds from and to its other accounts(s) and/or third party account(s)
      3. provide it with information regarding its account(s) including, but not limited to account
         balances and limits applicable from time to time;
      4. make predefined payments in accordance with written instructions by the Client;
      5. make user-defined payments on an ad-hoc basis;
      6. to effect instructions given by the Client through the completed forms available under this
         facility.
   2. The parties hereto agree that all instructions issued by the Client to the Bank shall be deemed
      irrevocable and any alleged fraudulent instructions shall be deemed to be the responsibility of the
      Client unless negligence on the part of the Bank is proved.
   3. The Client authorizes the Bank to recover all the amounts due in terms of Clause 3 by debiting, each
      month, the operative account number.
   4. The Client hereby accepts and agrees to pay to the Bank a penalty fee plus the excess amount and
      interest thereon on such amounts as may exceed the credit balance and/or the marked limit arising as
      a result of the debit entry on its account due to its express instructions
5. SECURITY
   1. The Client hereby undertakes to exclusively control and restrict access to its Internet Banking
      facility through the recommended security safeguards provided by the Bank in terms of Clause 7
      hereto. The provisions of Clause 2.4 shall apply hereto.
   2. The Client hereby confirms that it has fully acquainted itself with the required security measures
      and administrative functions as recommended by the Bank in terms of Clause 7 hereto, prior to use of
      the Internet Banking.
6. BREACH AND TERMINATION
   1. This agreement shall remain in force and effect for an indefinite period until terminated as
      provided herein.
   2. In the event that a material breach of the terms and conditions of this agreement is committed by
      either party; including an order of attachment of assets, a provisional or final order for
      sequestration or liquidation or an order for judicial management; the other party shall call upon
      the defaulting party to make good the default, within 48 hours of a written notice to the other
      party, failing which the offended party shall terminate this agreement, provided the Client shall
      remain liable to the Bank for any tariffs, fees, costs, levies, and taxes.
   3. The parties hereto agree that the termination of this agreement shall not prejudice the validity and
      enforceability of the indemnities given by the Client.
7. DETERMINATION OF RISK AND INDEMNITY
   1. The Bank shall not be liable for any damage that the Client may sustain as a result of:
      • The malfunctioning of the Client’s hardware and software;
      • Malfunctioning of the Internet Banking system due to vis major;
      • Any major or, offline situation or any other defect in the computer system of the Bank, that
        is beyond its control;
      • Any major or, offline situation or any other defect in the computer system of the Bank, that
        is beyond its control;
      • The Client losing their pin number to a third party resulting in unauthorized access to the
        operative accounts.
   2. The Client hereto undertakes to ensure that all computer software and hardware under its supervision
      and control shall be free from computer viruses.
   3. Indemnities, Warranties and Undertakings;
      • The Client indemnifies and holds the Bank harmless against any claims for damage or loss
        resulting from computer error, breach of security, unauthorized access of Client’s account,
        which may be brought against the Bank by any third party arising from the operation or use
        of the Bank’s Internet Banking system.
   4. The Client shall indemnify and hold harmless the Bank, its agents and employees from and against
      claims, damages, losses and reasonable expenses, including but not limited to reasonable attorney’s
      fees, settlements made in good faith and arbitration awards, caused by wilful misconduct, negligent
      breach of contract, negligent acts or omissions by the Client or anyone directly or indirectly
      employed by them or anyone for whose acts they may be legally liable. Such obligation shall not be
      construed to negate, abridge or otherwise reduce any other right or obligation of indemnification
      which would otherwise exist to the Bank.
   5. The Client warrants that and undertakes to limit access to all materials, documentation, user name
      and user passwords relating to the Bank’s Internet Banking system to itself or the appointed and
      authorised users, in the case of multiple users. The Client further warrants that the said user
      name, user password and documentation, shall not be disclosed or released to any third party,
      without the prior written consent of the Bank where relevant.
   6. The Client undertakes to furnish the Bank with the original mandates with respect to insurance or
      other such similar garnishees designated as defined payments, before instructions to effect
      transfers from third party accounts are forwarded to the Bank.
8. COPYRIGHT
   1. The Client acknowledges that the Bank owns and will continue to own all property rights in the
      Internet Banking software, documentation and trade secrets (including but not limited to any new
      releases and any parameterisation, modifications or translations made by the Bank or its agents),
      and further acknowledges that the copyright and other industrial intellectual property and marketing
      rights in such software and documentation shall be and shall remain the sole property of the Bank as
      aforesaid.
   2. The Client shall indemnify the Bank against any claims for damages or costs incurred by the Bank in
      consequence of breach of copyright through release of such documents, software and/or copies to
      third parties without the written consent of the Bank.
   3. The Client undertakes not to alter, make or allow to be made any copies of the Internet Banking
      software or documentation, which the Bank makes available to the Client without prior written
      consent to the Bank or to effect and modification to the software.
9. CONFIDENTIALITY
   1. The Client acknowledges that the Internet Banking software and documentation constitute valuable and
      confidential property of the Bank and shall advise all its employees and other persons having access
      to the software or documentation accordingly
   2. Each party undertakes to treat as confidential all non-public information learned in the course of
      this Agreement relating to the business, products and services of the other, to protect that
      information by using the same care and precautions as are or ought to be used in keeping
      confidential proprietary information. Such non-public information as is received from the other
      party shall not be disclosed or used, directly or indirectly, other than for the purposes of this
      Agreement.
10. CESSION AND PROTECTION OF RIGHTS
    1. The parties hereto agree that no party shall have the right to cede or assign its respective rights
       in terms of this agreement to a third party without the express written approval of the other.
11. DOMICILIUM CITANDI ET EXECUTANDI The parties choose as domiclium et executandi for all notices and the service of all correspondence the
    following addresses:The Bank
    : Union House 60 Kwame Nkrumah Avenue HARARE.
    The Client
    : Provided address as captured in the core banking system
12. NOTICES
    1. All written notices and communications by either party shall be deemed to have been received by the
       other party if sent by letter 14 (fourteen) days after having been posted: by hand delivery on date
       of receipt, by telex, 12 (twelve) hours after transmission and by fax at the time of transmission.
13. GENERAL
    1. This agreement constitutes the whole agreement between the parties and no addition to, variation of
       or agreed cancellation of this agreement shall be of any force or effect unless reduced to writing
       and signed by both parties.
    2. The parties hereby consent to the jurisdiction of the Magistrates Court notwithstanding that the
       claim exceeds such jurisdiction. The Bank may, however, at its sole discretion institute proceedings
       in any other court.
    3. The terms and conditions of this agreement shall be construed in terms of the laws of Zimbabwe.
    4. For purposes of proving a claim by the Bank a certificate issued under hand of any director, head of
       department, senior manager for the time being of the Bank (whose appointment and authority it shall
       not be necessary to prove) setting out such amount owing by the Client, shall be prima facie proof
       of that amount or fact, and shall be valid and sufficient for purposes of obtaining summary judgment
       in any competent court.

The terms mentioned herein form the contract between the Client using the Internet Banking services and the Bank. By applying for Internet Banking services and accessing the service the Client acknowledges and accepts these terms and conditions. Any conditions relating to the accounts of the Client other than these terms will continue to apply except that in the event of any conflict between these terms and the account conditions, these terms will continue to prevail. The agreement shall remain valid until it is replaced by another agreement or terminated by either party or the Client’s account is closed, whichever is earlier.