GENERAL TERMS AND CONDITIONS

FOR EXTERNAL PARTNERS

Date of adoption:

28/02/2017

Valid from: 28/02/2017

Approved by: Board of Directors

Owner: Crnogorska Komercijalna Banka AD Podgorica, member of OTP Group

Confidentiality: Public

General Terms and Conditions for External Partners

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CONTENTS

I. PRELIMINARY PROVISIONS .................................................................................................. 3

1. REFERENCES ........................................................................................................................ 3

II. GENERAL PROVISIONS ......................................................................................................... 3

III. DETAILED PROVISIONS ........................................................................................................ 3

1. AGREEMENT REQUIREMENTS ............................................................................................. 3

2. SUB-CONTRACTORS, CONTRIBUTORS ................................................................................. 5

3. CONFIDENTIALITY OBLIGATION ........................................................................................... 6

3.1. Protection of confidentiality, availability and integrity of the Bank’s information resources .. 7

4. ACCESS CONTROL ................................................................................................................ 8

5. PENALTY – INDEMNIFICATION ............................................................................................ 8

5.1. Late performance ...................................................................................................................... 8

5.2. Defective performance – liability for defects ............................................................................ 8

5.3. Imposibility of obligations fulfillment ........................................................................................ 9

6. PAYMENT TERMS, PAYMENT SCHEDULE ............................................................................. 9

7. WARRANTY OF TITLE ......................................................................................................... 10

8. TERM OF AGREEMENT AND TERMINATION ...................................................................... 10

9. MISCELLANEOUS PROVISIONS........................................................................................... 10

V. FINAL PROVISIONS ............................................................................................................. 11

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I. PRELIMINARY PROVISIONS General Terms and Conditions for External Partners of Crnogorska Komercijalna Banka a.d. Podgorica (hereinafter: General Conditions) shall define standard conditions and minimum requirements for establishing business relations with external partners, principally in the field of IT, bank security, legal and workout activities, with the purpose to define the rights and obligations between Crnogorska Komercijalna Banka a.d. Podgorica (hereinafter: the Bank) and any external partners entering into a business relation with the Bank (hereinafter: External Partner and together “the Parties”).

1. REFERENCES

Law on Obligations

Law on Banks

Law on Personal Data Protection

General Terms and Conditions of the Bank

II. GENERAL PROVISIONS General Conditions ensure application of positive legal regulations, good business practice and fair relations with an External Partner. Possession of General Conditions shall not mean contractual relation with the Bank. The relation with the Bank shall be constituted by entering into an Individual Agreement (hereinafter: Agreement) governing mutual rights and obligations and stipulating the observance of the General Conditions. By signing the Agreement, the External Partner shall confirm with his/her signature that he/she is acquainted with and accepts the provisions of General Conditions. The Bank is obliged to attach General Conditions to each Agreement.

III. DETAILED PROVISIONS

1. AGREEMENT REQUIREMENTS

The Agreement must be concluded in writing, defining clearly all relevant terms,

conditions, rights and obligations, as well as the responsibilities of the Parties, and it

must contain minimum the following:

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a) a detailed description of activities which constitute the subject matter of the

Agreement;

b) place, time and manner of meeting the contractual obligations;

c) the Bank’s requirements related to the level of services and the quality of service

provision;

d) types of reports to be received by the Bank from the External Partner and the

frequency of their delivery;

e) stipulations about how the Bank will measure the quality of service and the

measuring method and its frequency;

f) the obligation of keeping bank and business secrets and the obligation and

manner of protecting the confidentiality of data (Confidentiality Clause shall be

applied to the sub-contractors as well);

g) the obligation of the External Partner to require a written approval of the Bank

before concluding an agreement with a subcontractor;

h) the obligation of the External Partner to notify the Bank in a timely manner of all

facts and changes in the circumstances that have, or might have a significant

influence on the meeting of the contractual obligations;

i) the obligation of the External Partner to provide the services in such a way that it

fully complies with the existing regulations of Montenegro;

j) the obligation of the External Partner to enable the Central Bank of Montenegro

to carry out on-site examination in the locality where the services are provided,

or in the External Partner's premises, and to provide access to the

documentation and data related to outsourcing which are in possession of the

External Partner;

k) duration of the Agreement;

l) a detailed description of the conditions for the cancellation and/or termination

of the Agreement, including the rights of the Bank to cancel or terminate the

Agreement with the External Partner, if so ordered by the Central Bank of

Montenegro;

m) a detailed description of the rights and obligations of the Parties to the

Agreement in the case of a premature termination of the Agreement, in order to

ensure continuity of service provision;

n) the applicable law chosen;

o) the method of dispute settlement;

p) ‘warranty of title’ under which the External Partner warrants that the product is

free of litigation, burden, or claim of third parties;

q) the Agreement shall provide what rules shall be followed in case of engagement

of a sub-contractor;

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r) the Bank is entitled to charge penalties for non-fulfillment of contractual

obligations;

s) delivery Report template may be attached to the Agreement, under which the

performance can be verified;

t) the settlement period must be at least 14 or 30 days from the day of receipt of

the invoice;

u) the manner of communication shall be precised in the Agreement;

v) provision on severability shall be a part of the Agreement;

w) the registered offices, tax numbers, bank account numbers, e-mail address,

telephone number shall be indicated among the main data of the Parties;

x) performance guarantee rights and provision about indemnification shall be a

part of the Agreement;

y) the External Partner is obliged to provide documentation (such as Users Guide,

Operation Manual, Version Letter, etc.) if needed;

z) the External Partner is obliged to sign declaration on Acceptance of the Bank’s Code of Ethics;

aa) the External Partner is obliged to state that he/she does not have any relative employed by the Bank;

bb) the External Partner shall inform the Bank within reasonable time in writing in

case of changes related to the owner(s) or significant changes in the company;

cc) The Bank may exercise control / supervision of the quality, quantity and other

characteristics related to the services provided by the supplier or a company,

legal entity, entrepreneur or natural person engaged by the Bank;

dd) The Bank may exercise control / supervision to the extent and in the manner appropriate to the nature of services;

ee) The Bank may exercise control / supervision without sending notification of the beginning of the control / supervision;

ff) The Bank may exercise control / supervision on-site and at the time when the service is provided or otherwise as it deems appropriate.

gg) Provision that the External Partner shall confirm to accept and apply provisions of internal regulations of the Bank related to the subject of each individual Agreement. The Agreement shall define respective internal regulations related to the subject of the Agreement with reference to internal regulations name/title and date of adoption as well as provision that it makes integral part of Agreement.

2. SUB-CONTRACTORS, CONTRIBUTORS

The External Partner shall not employ any other person (sub-contractor, contractor, delivery assistant or other contributor - hereinafter: the Contributor) unless it received

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prior written consent by the Bank. The External Partner shall be responsible for the activity and conduct of the persons engaged by it in the same way as for its own performance. The External Partner shall ensure that its Contributors act in compliance with the requirements set out herein during the term of the Agreement. In case of unlawfull employment of the Contributor, the External Partner shall be held liable for all losses arising from its employment. Natural person working for the Contributor shall be a person with clean criminal record. The External Partner shall provide the Bank with due evidence to this effect. The Contributor participating in the performance of the Agreement shall comply with these provisions during the entire term of the legal relations established pursuant to the Agreement. As soon as the Bank becomes aware of the Contributor being convicted by a non-appealable court sentence, the Bank has the right to terminate his/her participation in the implementation of the Agreement. The External Partner shall forthwith block the access of the Contributor convicted by non-appealable court sentence to the information and other data he/she obtained or managed in connection with the implementation of the Agreement. The External Partner shall always notify the Bank if the Contributor is a foreign citizen. Violation of the provisions set out in this section shall be deemed as a severe breach of the Agreement and entitles the Bank to terminate this Agreement with immediate effect. The Parties expressly define that the Contributors shall enforce any claims for fees, damages or any other claim only against the External Partner; they shall have no claim whatsoever to the Bank.

3. CONFIDENTIALITY OBLIGATION The External Partner shall unconditionally undertake to treat confidentially all information obtained during the implementation of the Agreement concerning the Bank, the Bank's products, services, pieces of software, other developments, copyright or other personal rights, as well as ideas, processes, technical solutions and designs or related to its technical or economic information and data, marketing plans and all other information related to such data of the Bank the withholding or keeping secret of which is in the economic interest of the other Party (hereinafter: Business Secret), i.e. it shall keep those in secret, take the necessary measures to keep them at a safe, closed location, and in the lack of the Bank's prior written consent it shall not disclose such information in any form — with the exception of the cases defined in the effective legal and administrative provisions, in which case the External Partner shall inform the Bank about the supply of data in writing in advance — to any third party, neither shall it use them outside the scope duties, or to obtain undue benefit or to generate losses.

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The External Partner represents that it shall keep the bank and business secrets obtained during the implementation of the Agreement safe and shall not disclose them to any third parties. The External Partner represents that it is familiar with the legal provisions pertaining to bank secret. The External Partner shall not make notes or take copy of, record or store the obtained Business Secret unless permitted by the Bank in writing. After the termination of the Agreement, the External Partner shall return to the Bank or — upon request — destroy all data carriers serving the purpose of recording Business Secrets. If the External Partner becomes aware of the fact or reasonably suspected violation of the business secret, or of any other circumstances that render probable the breach of the Bank's interest in this respect, it shall forthwith inform the Bank and simultaneously act in good faith and cooperate to prevent the breach of confidence and the related breach of interest, or to remedy the damaging situation. The confidentiality obligation shall apply to the External Partner indefinitely even after the termination of the Agreement. The External Partner shall also make sure its Contributors acknowledge the confidentiality obligation. The External Partner and the Contributor shall bear joint and several liability for the breach of the confidentiality obligation.

3.1. Protection of confidentiality, availability and integrity of the Bank’s information resources

The Partner is obliged to sign the information confidentiality statement. All information that the Bank exchanges with the External partner in order to implement the Agreement are confidential and must be kept for at least 5 years in paper form, and 10 years in the electronic form, even after the termination of the Agreement. Exchange of confidential information by electronic channels (email, portal, etc.) must be encrypted.

The Bank regulates the procedure for the destruction of information and other resources of the Bank when it is needed by its internal documents.

In case of processing or processing and storage of Bank’s information, the external partner is obliged to provide protection of the information system, including systems for access control to data, encryption and protection against malicious software.

External partner is not allowed to use the Bank's brand i.e. to inform third parties about the services provided by an external partner to the Bank without prior approval by the Bank.

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4. ACCESS CONTROL

Any access to the Bank's resources that is not expressly authorized is prohibited. Access is granted only to the extent necessary to perform the contracted work. Physical access to the Bank's resources must be announced each time and approved by the Bank. The Bank grants access only to a certain period of time as is necessary to complete the contracted work. The Bank must be informed about the persons with access to its resources and reserves the right to deny access to any person due to lack of information. Distant, logical access to the Bank's resources is permitted only with the approval by the Bank, in a certain period of time and limited only to contracted services (services must be clearly defined). The Bank reserves the right to exercise control over every access to its resources, as well as over the exchange of information between the Bank's information system and external partners. The Bank reserves the right to revoke the right of access to its system, in case it assesses the system is threatened.

5. PENALTY – INDEMNIFICATION

The Parties shall fully indemnify each other for the financial and non-financial losses imputable to and caused by them, including those caused by the Contributor. Furthermore, the External Partner shall be responsible for all damages arising from the fact that it modifies, copies, multiplies, distributes, reworks, transfers to third party or provides any third party with access to the software used by the Bank in a way differing from or contradicting Bank's instructions, thereby generating losses for the the Bank. If External Partner fails to perform in accordance with the Agreement because the Bank failed to fulfil its obligations defined herein or did not fulfill them by the specified deadline, and External Partner has informed the Bank in writing to this effect, then the External Partner shall not be liable for the delay or omission of such performance.

5.1. Late performance

In case of late performance the External Partner shall pay penalty regulated by the Agreement for each day of the delay.

5.2. Defective performance – liability for defects

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The External Partner shall pay penalty for the defects in obligations performance for the period while the defect exists. The penalty for the defects in obligations performance for each day while the error exists shall be regulated by the Agreement.

5.3. Imposibility of obligations fulfillment The amount of penalty upon imposibility of obligations fulfillment of the External Partner’s fee shall be regulated by the Agreement. The penalty shall become due and payable: a) in case of delay when the deadline specified for the delivery expires with no

result; b) in case of liability for defects, on the day of announcing the objection and in

accordance with the rule applicable to delay; c) in the case of imposibility of obligations fulfillment, on the day when the Bank

becomes aware to this effect. The Bank may offset the penalty against the External Partner’s fee payable under the Agreement. Upon the External Partner’s breach of the Agreement the Bank shall be entitled to enforce its damages exceeding the penalty against the External Partner.

6. PAYMENT TERMS, PAYMENT SCHEDULE After the fulfillment of the respective obligation the External Partner shall issue the copy of acknowledgement of delivery to the Bank. The Bank may raise a written objection concerning the respective delivery of the External Partner after receiving the acknowledgement of delivery, in which case the Parties shall immediately commence negotiations on the objection, and the settlement in respect of the mentioned obligation shall take place based on their agreement. If the Bank fails to make a written objection, the delivery shall be deemed acknowledged. The Bank's address for invoices is Moskovska bb, 81 000 Podgorica, Montenegro. The External Partner shall issue its invoice to the Bank with the acknowledgement of delivery, signed by the Bank, attached to them. The Bank shall pay the invoice value by bank transfer within the deadline defined in the Agreement following the receipt of the invoices.

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7. WARRANTY OF TITLE

The External Partner shall undertake unconditional responsibility, i.e. warranty of title that no third party has such right or claim of right to the intellectual property — or any part or component thereof — provided to the Bank during the implementation of the Agreement that would restrict or hinder in the future the free use thereof by the Bank in any manner. The External Partner — in accordance with its responsibility undertaken herein — shall exempt and hold harmless the Bank for all lawful claims of third parties based on either copyright or other personal right, or in any other way, and reimburse the Bank for the losses arising from the fact that the use of the intellectual property delivered under the Agreement is limited or excluded, or expected to become limited or excluded due to the claims of the third party.

8. TERM OF AGREEMENT AND TERMINATION

The Bank may unilaterally terminate the contract in writing observing the notice period set by the Bank itself, which cannot be less than thirty (30) days. The notice period starts on the date of delivery of the termination or by sending it via e-mail or fax. The Bank is not obliged to explain the reasons for termination. The Agreement may be terminated by mutual agreement of the Parties. The Agreement terminates at the end of the agreed term. The Bank may terminate the Agreement in case when force majeure makes the subject matter of the Agreement in an unsatisfactory condition by giving written termination that becomes effective on the day of delivery, or sending by e-mail or fax. If it is not oterwise stipulated by the Agreement, the External partner can unilaterally terminate the Agreement in writing observing the notice period which cannot be less than sixty (60) days.

9. MISCELLANEOUS PROVISIONS The Bank hereby consents to the External Partner's publishing the Bank's name amongst its references — with the content and in the form preliminary agreed with the Bank in writing — after the successful implementation of the Agreement. Upon specifying the references, no information — other than the name — that can be directly linked to the Bank, shall be disclosed.

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Upon signing of the Agreement and during the term of the legal relationship established pursuant to the Agreement, the External Partner shall continuously inform the Bank if it performs any activity under any legal relationship for any other credit institution — in Montenegro or abroad — during the term of the legal relationship established pursuant to the Agreement. The External Partner is obliged to inform the Bank within reasonable time in writing about the changes related to Owner(s) or significant changes in details of the company e.g. changes in registered office, representatives, bank account numbers, or in data of contact persons. The change of those data shall not be deemed as the Agreement modification. External Partner is obliged to inform the Bank of any incident in its system which compromised the confidentiality, availability or integrity of information. External partner is obliged to observe the changes in the Bank's information system which must be in accordance with Change Management Policies and related procedures. The persons employed with the External partner, who access the Bank's resources must sign a statement of understanding of the Acceptable Use Policy. The External Partner is acquainted that the telephone calls between Parties are recorded by the Bank for the purpose of improving the service providing.

V. FINAL PROVISIONS

For issues that are not defined by this Agreement, General Conditions shall be applied. The Bank is entitled to unilaterally amend the General Conditions. Amendments of the General Conditions shall be published on the Bank’s web site: www.ckb.me . The External Partner may contact the Bank for additional information and instructions related to implementation of the General Conditions. The Bank shall be obliged, starting from the day of implementation of the General Conditions, to include a provision in all of its agreements with External Partners, stipulating that the External Partner is familiar with General Conditions, as well as provision that the External Partner shall confirm to accept and apply provisions of internal regulations of the Bank related to the subject of each individual Agreement. Positive regulations of Montenegro and provisions of general and individual legal documents of the Bank shall apply to all legal relations between the External Partner and the Bank, which are not defined in the Agreement or the General Conditions.

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General Conditions shall become effective on the day of their adoption by the Board of Directors.