Accession Agreement to TARGET2-Eesti
Accession Agreement to TARGET2-Eesti
______________ (registry code: ___________), location: ______________ Tallinn, Republic of Estonia, represented by __________, acting pursuant to _____________ (hereinafter “Participant”),
Eesti Pank, location: Estonia pst. 13, Tallinn, Republic of Estonia, represented by Deputy Governor ............. and Head of Payment and Settlement Systems Department ............, acting in the name of Eesti Pank and pursuant to the procedure for performing transactions,
(hereinafter generally or jointly also referred to as “Party” or “Parties”),
hereby enter into the Accession Agreement to TARGET2-Eesti (hereinafter “Accession Agreement”).
§1. Scope of application of the Accession Agreement
The Accession Agreement shall stipulate the terms and conditions pursuant to which Eesti Pank provides to the Participant the services of the real-time gross settlement system TARGET2-Eesti.
§2. Description of TARET2-Eesti
TARGET2-Eesti is a TARGET2 component system managed by Eesti Pank and operating under the TARGET2-Eesti rules.
TARGET2 is a Trans-European Automated Real-time Gross Settlement Express Transfer System. TARGET2 is characterised by a single technical platform (the Single Shared Platform), which consists of TARGET2 component systems managed by Eurosystem central banks and such central banks that are connected to TARGET2 on the basis of a respective contract.
TARGET2-Eesti settles only euro-denominated payments. The precondition for settlements is the opening of a TARGET2 Single Shared Platform payment module account (hereinafter “payment module account”) for the Participant with Eesti Pank.
§3. The Accession Agreement and TARGET2-Eesti rules
TARGET2-Eesti rules are enforced or amended by a decree of the Governor of Eesti Pank.
The TARGET2-Eesti rules valid at the time of the entry into force of the Accession Agreement are approved by the Eesti Pank Governor’s Decree No 4 of 9 May 2008 “Approval of TARGET2-Eesti rules” as the appendixes to the Decree as follows: Appendix 1 “Harmonised conditions for participation in TARGET2-Eesti” (hereinafter “HC”), Appendix 1A “Harmonised conditions for the opening and operation of a T2S dedicated cash account in TARGET2-Eesti”, Appendix 1B “Harmonised conditions for the opening and operation of aTIPS dedicated cash accountin TARGET2-Eesti”, Appendix 2 “Supplemental and modified harmonised conditions for participation in TARGET2-Eesti using Internet-based access”, Appendix 3 “Provision of intraday credit” and Appendix 3A “Conditions for auto-collateralisation operations”.
By signing the Accession Agreement the Participant confirms having examined all the TARGET2-Eesti rules referred to in this section and undertaking to follow them.
Eesti Pank may at any time unilaterally amend the TARGET2-Eesti rules. The Participants shall be informed of the amendments to the TARGET2-Eesti rules in writing or in a format which can be reproduced in writing. Amendments shall be deemed to have been accepted unless the Participant expressly objects within 14 days of being informed of such amendments. In the event that a Participant objects to the amendment, Eesti Pank is entitled to immediately terminate the Participant’s participation in TARGET2-Eesti and close any of its payment module accounts.
TARGET2-Eesti rules are an integral part of the Accession Agreement. If one or several provisions of the Accession Agreement and the TARGET2-Eesti rules are in conflict, the wording of the TARGET2-Eesti rules applies.
§4. Eesti Pank as manager of TARGET2-Eesti
Eesti Pank ensures the functioning of TARGET2-Eesti in accordance with the Accession Agreement and TARGET2-Eesti rules.
Eesti Pank informs the Participant of any relevant reorganisation of the operation of TARGET2-Eesti, explaining the reasons for the reorganisations and recommending, if necessary, technical or organisational solutions for applying the reorganisations. The notification may be done through the Council of Payment System Experts operating with Eesti Pank.
Eesti Pank is entitled to publish the names of the Participants in TARGET2-Eesti.
Eesti Pank pays interest on the funds in the Participant’s payment module account, provided that the obligation to pay interest arises from TARGET2-Eesti rules or legal acts established by Eesti Pank and/or the European Central Bank.
§6. Fees paid to Eesti Pank
The Participant pays fees to Eesti Pank for the services of TARGET2-Eesti.
Fee types, rates and the payment procedure have been laid down in Appendix VI “Fee schedule and invoicing” of the HC.
The Participant is obliged to inform Eesti Pank of:
which of the monthly fee options provided in clause 1 of the Appendix 6 “Fee schedule and invoicing” of the HC it has chosen to pay for the processing of TARGET2-Eesti payment orders;
whether it wishes to have the BIC of its account published in the TARGET2 directory.
(4) The notices listed in clause 3 are forwarded to Eesti Pank either in writing or in a format which can be reproduced in writing by the date of signing the Accession Agreement at the latest. The Participant may change the choices set in the notices, informing Eesti Pank thereof at least 10 calendar days in advance. The changes take effect as from the first day of the calendar month following the timely notification of the changes.
§7. Liability of the Parties
(1) Determining the liability of the Parties as regards the operation of TARGET2-Eesti and assessing the evidence substantiating the declarations of the Parties proceed from the law and the TARGET2-Eesti rules.
(2) If a payment order cannot be settled on the same business day on which it was accepted due to a malfunction of TARGET2, the Participant may request compensation from Eesti Pank in accordance with the special procedure laid down in the TARGET2-Eesti rules.
The Parties are obliged to treat as confidential the information and information media disclosed to each other in conjunction with the operation of TARGET2-Eesti. A more particular specification of the confidentiality obligation is performed under the TARGET2-Eesti rules.
Where it is necessary to secure the fulfilment of the confidentiality obligation, the Parties are obliged to conclude a written agreement with every person having access to confidential information, laying down at least the procedure of working with confidential information and the liability in case of infringement of the confidentiality obligation. Concluding the above agreement is not required if the respective obligation is already in force under an earlier agreement and corresponds in its substance to the requirements under the TARGET2-Eesti rules and the Accession Agreement.
§9. Adopting TARGET2-Eesti business continuity and contingency procedures
If one or more components of the Single Shared Platform or the telecommunications network fail or are affected by an abnormal external event, or if the failure affects any participant or ancillary system, Eesti Pank will adopt business continuity and contingency processing measures in accordance with the TARGET2-Eesti rules.
Eesti Pank eliminates malfunctions in the shortest possible period of time required provided that this will not lead to disproportionably large costs for Eesti Pank compared to the damage avoided.
The Participant is obliged to reimburse to Eesti Pank the costs of eliminating errors or malfunctions if the cause of the errors or malfunctions has been violation of its obligations by the Participant.
When discovering a settlement error, Eesti Pank is justified in correcting the error without a prior consent by the Participant, if rectifying the error is possible without infringing the legal rights of the Participant and Eesti Pank.
Eesti Pank is justified in debiting a Participant’s account without prior notification with any amount of money that Eesti Pank had erroneously credited the account with.
§10. Amending the Accession Agreement by Eesti Pank
Eesti Pank is entitled to unilaterally amend the Accession Agreement. The Participant is notified of amending the Accession Agreement by Eesti Pank either in writing or electronically. Amendments are deemed to have been accepted unless the Participant expressly objects to the amendments of the Accession Agreement within 14 days after the notification of the amendments to the Accession Agreement was sent.
Amendments to the Accession Agreement are formalised as an appendix to the Accession Agreement.
In the event that the Participant objects to the amendments to the Accession Agreement, Eesti Pank is entitled to immediately cancel the Accession Agreement, terminate the Participant’s participation in TARGET2-Eesti and close any of its payment module accounts.
§11. Cancelling the Accession Agreement on Participant's initiative
The Participant is entitled to unilaterally cancel the Accession Agreement, notifying Eesti Pank thereof at least 14 business days in advance. The notice has to include the reason for the cancellation and the date of ending the participation in TARGET2-Eesti. If the reason for cancelling the Accession Agreement is the Participant’s failure to accept the amendments to the Accession Agreement, the Participant is entitled to cancel the Accession Agreement as from the date the relevant amendments to the Accession Agreement enter into force.
§12. Cancelling the Accession Agreement on Eesti Pank’s initiative
Eesti Pank is entitled to unilaterally cancel the Accession Agreement, notifying the Participant thereof three months in advance.
Eesti Pank is entitled to cancel the Accession Agreement unilaterally and without prior notice if the Participant’s participation in TARGET2-Eesti has ended or been terminated according to TARGET2-Eesti rules.
The Participant is notified of the cancellation of the Accession Agreement in writing by Eesti Pank. The notice has to include the reason for the cancellation of the Accession Agreement and the date of entry into force thereof.
§13. Consequences of terminating the Accession Agreement
At the latest, the Participant’s participation in TARGET2-Eesti ends at the moment of termination of the Accession Agreement.
Upon termination of the Accession Agreement the Participant is obliged to immediately return to Eesti Pank the technical facilities transferred into the control of the Participant by Eesti Pank in relation to complying with the Accession Agreement and pay all the sums pursuant to participation in TARGET2-Eesti, unless it arises otherwise from the law, the TARGET2-Eesti rules or valid agreements.
The rights and obligations arisen prior to the termination of the Accession Agreement remain valid pursuant to the terms and conditions based on which they were established.
§14. Settling disputes
The Estonian law is applied to the bilateral relationships of the Parties as regards the operation of TARGET2-Eesti.
Without prejudice to the competence of the Court of Justice of the European Communities, any dispute arising from a matter relating to the relationship referred to in subsection 1 falls under the exclusive competence of the competent courts of Estonia.
§15. Final provisions
The Accession Agreement enters into force as from [date].
The Accession Agreement has been entered into for an unspecified term.
The Accession Agreement has been prepared and signed in two original copies in the Estonian language of which both Parties shall have one copy.
§16. Requisite information of the Parties
Eesti Pank: Estonia pst. 13, 15095, Tallinn, Estonia; telephone: 6 680 814, fax: 6 680 821
Signatures of the Parties
Head of the Payment and Settlement Systems Department