Uniform Rules for Bank Payment Obligations

a. The ICC Uniform Rules for Bank Payment Obligations (URBPO) provide a framework for a Bank Payment Obligation (BPO). A BPO relates to an underlying trade transaction between a buyer and seller with respect to which Involved Banks have agreed to participate in an Established Baseline through the use of the same Transaction Matching Application (TMA).

b. The URBPO do not provide the basis for determining whether a Data Match or Data Mismatch has occurred. This is determined by the functionality of the applicable TMA and the terms and conditions applying to that TMA as subscribed to by each Involved Bank.

a. The URBPO are rules that apply to a BPO when the Payment Obligation Segment within an Established Baseline expressly states that it is subject to these rules or when each Involved Bank agrees in a separate agreement that a BPO is subject to these rules. They are binding on each Involved Bank unless expressly modified or excluded by the Established Baseline or by the separate agreement.

b. (i) If an Established Baseline or separate agreement does not indicate the applicable version of URBPO, the BPO will be subject to the latest version in effect when the Baseline is established in accordance with sub-article 9 (d).

(ii) This is URBPO Version 1.0.

c. (i) The URBPO require use of the appropriate ISO 20022 Trade Services Management (TSMT) messages registered with the International Standards Organisation (ISO). Use of any other message type means that the transaction is out of scope of these rules.

(ii) Only those TSMT messages that are applicable to a BPO are referred to in these rules.

For the purpose of these rules:

"Bank Payment Obligation" or "BPO" means an irrevocable and independent undertaking of an Obligor Bank to pay or incur a deferred payment obligation and pay at maturity a specified amount to a Recipient Bank following Submission of all Data Sets required by an Established Baseline resulting in a Data Match or an acceptance of a Data Mismatch pursuant to sub-article 10 (c).

"Banking Day" means a day on which an Involved Bank is regularly open at the place at which an act subject to these rules is to be performed by such Involved Bank.

"Baseline" means data in respect of an underlying trade transaction submitted to a Transaction Matching Application by a Buyer's Bank or a Seller's Bank.

"Buyer's Bank" means the bank of the buyer. The Buyer's Bank may also be an Obligor Bank.

"Data Match" means a comparison of all required Data Sets with an Established Baseline resulting in Zero Mismatches as specified in a Data Set Match Report.

"Data Mismatch" means a comparison of all required Data Sets with an Established Baseline resulting in one or more mismatches as specified in a Data Set Match Report.

"Data Set" means any of the categories (for example, 'commercial', 'transport', 'insurance', 'certificate' or 'other certificate') included in a Data Set Submission sent to a Transaction Matching Application by an Involved Bank for comparison with an Established Baseline.

"Established Baseline" means a Baseline from the time when a Transaction Matching Application sends a Baseline Match Report containing Zero Mismatches and with the status 'established'.

"Involved Bank" means a Seller's Bank or Recipient Bank (depending upon its role at any given time), a Buyer's Bank, an Obligor Bank or a Submitting Bank.

"Obligor Bank" means the bank that issues a BPO.

"Payment Obligation Segment" means the part of a Baseline designated as 'payment obligation' that incorporates the terms of the BPO including the terms on which payment is to be made.

"Recipient Bank" means the bank that is the beneficiary of a BPO. The Recipient Bank is always the Seller's Bank.

"Seller's Bank" means the bank of the seller. The Seller's Bank will be indicated as the Recipient Bank in the Payment Obligation Segment of an Established Baseline.

"Submission" means (i) the act of a Buyer's Bank or Seller's Bank presenting data by submitting a Baseline to a Transaction Matching Application, or the Baseline so submitted, as the context requires, or (ii) the act of an Involved Bank presenting data to an Obligor Bank by means of submitting one or more Data Sets to a Transaction Matching Application, or the Data Sets so submitted, as the context requires.

"Submitting Bank" means an Involved Bank whose only role is to submit one or more Data Sets required by an Established Baseline.

"Trade Services Management (TSMT) messages" or "TSMT message" means ISO 20022 message types as published under the trade services management business area by the International Standards Organisation (ISO).

"Transaction Matching Application" or "TMA" means any centralised data matching and workflow application, whether or not proprietary to an Involved Bank, which provides the service of processing TSMT messages received from Involved Banks, the automatic comparison of the data contained in such messages, and the subsequent sending of all related TSMT messages to each Involved Bank.

"Universal Time Coordinated" or "UTC" means the international time scale defined by the International Telecommunications Union used by electronic computing and data management equipment, and the technical equivalent of GMT, Greenwich Mean Time, and is the applicable time scale for a BPO.

"Zero Mismatches" means that the data represented in one Baseline match the data represented in a corresponding Baseline or, as the context may indicate, that all required Data Sets match the data required by an Established Baseline.

"Amendment Acceptance" means a TSMT message sent to a TMA by a Buyer's Bank, a Seller's Bank or a Recipient Bank (as applicable) accepting a Baseline Amendment Request.

"Amendment Acceptance Notification" means a TSMT message sent by a TMA to a Buyer's Bank, a Seller's Bank or a Recipient Bank (as applicable) notifying it of the acceptance of a Baseline Amendment Request.

"Amendment Rejection" means a TSMT message sent to a TMA by a Buyer's Bank, a Seller's Bank or a Recipient Bank (as applicable) rejecting a Baseline Amendment Request.

"Amendment Rejection Notification" means a TSMT message sent by a TMA to a Buyer's Bank, a Seller's Bank or a Recipient Bank (as applicable) notifying it of the rejection of a Baseline Amendment Request.

"Baseline Amendment Request" means a TSMT message sent to a TMA by a Buyer's Bank, a Seller's Bank or a Recipient Bank (as applicable) requesting an amendment to an Established Baseline.

"Baseline Match Report" means a TSMT message sent by a TMA to each Involved Bank, (except an Obligor Bank other than the Buyer's Bank), after Submission of a Baseline, indicating an Established Baseline or that mismatches have been found between two Baselines.

"Data Set Match Report" means a TSMT message sent by a TMA to each Involved Bank after Submission of all Data Sets required by an Established Baseline and the automatic comparison of such Data Sets with that Established Baseline, advising it of either a Data Match or a Data Mismatch.

"Data Set Submission" means a TSMT message sent to a TMA by an Involved Bank that contains one or more categories of Data Set for data comparison.

"Full Push Through Report" means a TSMT message sent by a TMA to each Involved Bank advising of a proposed Baseline, an Established Baseline or a proposed amendment to an Established Baseline.

"Mismatch Acceptance" means a TSMT message sent to a TMA by a Buyer's Bank accepting a Data Mismatch.

"Mismatch Acceptance Notification" means a TSMT message sent by a TMA to each Involved Bank notifying it of the acceptance of a Data Mismatch by a Buyer's Bank.

"Mismatch Rejection" means a TSMT message sent to a TMA by a Buyer's Bank rejecting a Data Mismatch.

"Mismatch Rejection Notification" means a TSMT message sent by a TMA to each Involved Bank notifying it of the rejection of a Data Mismatch by a Buyer's Bank.

"Role and Baseline Acceptance" means a TSMT message sent to a TMA by a Submitting Bank, or an Obligor Bank other than the Buyer's Bank, accepting such bank's role as specified in the Baseline contained in a Full Push Through Report.

"Role and Baseline Acceptance Notification" means a TSMT message sent by a TMA informing each other Involved Bank that a Submitting Bank, or an Obligor Bank other than the Buyer's Bank, has sent a Role and Baseline Acceptance in response to a Full Push Through Report.

"Role and Baseline Rejection" means a TSMT message sent to a TMA by a Submitting Bank, or an Obligor Bank other than the Buyer's Bank, rejecting such bank's role as specified in the Baseline contained in a Full Push Through Report.

"Role and Baseline Rejection Notification" means a TSMT message sent by a TMA informing each Involved Bank that a Submitting Bank, or an Obligor Bank other than the Buyer's Bank, has sent a Role and Baseline Rejection in response to a Full Push Through Report.

"Special Notification" means a TSMT message sent by a TMA to an Involved Bank notifying it of a Special Request made by another Involved Bank.

"Special Request" means a TSMT message sent to a TMA by (i) a Submitting Bank advising a reason that prevents it from being able to submit a Data Set, or (ii) an Involved Bank withdrawing from its role in an Established Baseline due to force majeure (subject to article 13).

For the purpose of these rules:

Where applicable, words in the singular include the plural and in the plural include the singular.

Branches of an Involved Bank in different countries are considered separate banks.

a. A BPO is separate and independent from the sale or other contract on which the underlying trade transaction may be based. An Involved Bank is in no way concerned with or bound by such contract, even if any reference whatsoever to it is included in an Established Baseline. Consequently, the undertaking of an Obligor Bank is not subject to claims or defences by the buyer resulting from its relationship with an Involved Bank or the seller.

b. A Recipient Bank can in no case avail itself of the contractual relationship existing between the buyer and the Buyer's Bank or an Obligor Bank other than the Buyer's Bank.

An Involved Bank deals with data and not with documents, or the goods, services or performance to which the data or documents may relate.

a. An Established Baseline must state an expiry date for the Submission of Data Sets.

b. All Data Sets required by an Established Baseline must be received by a TMA no later than 23:59:59 UTC on such expiry date.

c. A data comparison will only occur after the Submission of all Data Sets required by an Established Baseline. A TMA will then send a Data Set Match Report to each Involved Bank advising it of either a Data Match or Data Mismatch.

a. When a TSMT message is received by an Involved Bank on a day that it is closed for reasons other than those referred to in article 13, the TSMT message will be deemed to have been received on the first following Banking Day.

b. When an Involved Bank is required to act upon a message sent by a TMA it must do so without delay.

c. An Involved Bank is required to ensure that any data submitted by it to a TMA accurately reflects the data it has received from a buyer or seller of goods, services or performance in connection with an underlying trade transaction.

d. A Baseline incorporating a BPO will only become an Established Baseline after each Involved Bank has accepted its role:

(i) When the Buyer's Bank is the only Obligor Bank: when a TMA sends a Baseline Match Report with Zero Mismatches confirming that the Baseline submitted by a Buyer's Bank matches the Baseline submitted by a Seller's Bank or Recipient Bank (as applicable); or

(ii) When an Obligor Bank, other than the Buyer's Bank, is the only Obligor Bank: when a TMA sends a Role and Baseline Acceptance Notification confirming that such Obligor Bank and, if applicable, a Submitting Bank, has accepted its role as specified in the Baseline Submission of both the Buyer's Bank and the Seller's Bank or Recipient Bank (as applicable). The sending of such a notification will follow a TMA sending a Baseline Match Report with Zero Mismatches; or

(iii) When there is more than one Obligor Bank that may include the Buyer's Bank: when a TMA sends a Role and Baseline Acceptance Notification confirming that each Obligor Bank and, if applicable, a Submitting Bank, has accepted its role as specified in the Baseline Submission of both the Buyer's Bank and the Seller's Bank or Recipient Bank (as applicable). The sending of such a notification will follow a TMA sending a Baseline Match Report with Zero Mismatches.

Undertaking of an Obligor Bank

a. An Obligor Bank is irrevocably bound in accordance with a BPO:

(i) when a BPO is incorporated in an Established Baseline at the time of its establishment: as of the time a TMA has sent either a Baseline Match Report with Zero Mismatches or a Role and Baseline Acceptance Notification with the status 'established' to each Involved Bank pursuant to sub-article 9 (d); or

(ii) when a BPO is incorporated by an amendment to an Established Baseline: as of the time a TMA has sent either an Amendment Acceptance Notification or a Role and Baseline Acceptance Notification to each Involved Bank pursuant to sub-article 11 (c).

b. A BPO always relates to a single Established Baseline. An Established Baseline may contain more than one BPO and each BPO is the obligation of one Obligor Bank.

c. An Obligor Bank must pay or incur a deferred payment obligation and pay at maturity a specified amount to a Recipient Bank in accordance with the payment terms specified in the Payment Obligation Segment of an Established Baseline if, following the Submission of all Data Sets required by an Established Baseline on or before the expiry date of the BPO specified in the Established Baseline and following a data comparison:

(i) there is a Data Match; or

(ii) there is a Data Mismatch and the Buyer's Bank is the only Obligor Bank: when a TMA acknowledges the Mismatch Acceptance of the Buyer's Bank by sending a Mismatch Acceptance Notification to a Recipient Bank; or

(iii) there is a Data Mismatch and an Obligor Bank, other than the Buyer's Bank, is the only Obligor Bank: when the Obligor Bank and, if applicable, a Submitting Bank has affirmed its role by sending a Role and Baseline Acceptance to a TMA and a TMA acknowledges it by sending a Role and Baseline Acceptance Notification to each Involved Bank. The sending of such a notification will follow a TMA acknowledging the Mismatch Acceptance of the Buyer's Bank by sending a Mismatch Acceptance Notification to each Involved Bank; or

(iv) there is a Data Mismatch and there is more than one Obligor Bank that may include the Buyer's Bank: when

(a) a TMA acknowledges the Mismatch Acceptance of the Buyer's Bank by sending a Mismatch Acceptance Notification to each Involved Bank; and

(b) the Obligor Bank and, if applicable, a Submitting Bank, has affirmed its role by sending a Role and Baseline Acceptance to a TMA and a TMA acknowledges it by sending a Role and Baseline Acceptance Notification to each Involved Bank.

d. (i) The total amount due by an Obligor Bank to a Recipient Bank shall not exceed the amount of its BPO.

(ii) When a Submission relates to a partial shipment or partial provision of services or performance, the amount due under a BPO by an Obligor Bank to a Recipient Bank in respect of such Submission shall be proportional, subject to sub-article 10 (d) (iii), to the value of such Submission in relation to the total value reflected in the Established Baseline. In no event shall the amount due exceed the remaining amount of the BPO.

(iii) When an Established Baseline incorporates more than one BPO, the amount due by each Obligor Bank to a Recipient Bank in respect of a Submission shall be proportional to the amount of its BPO in relation to the total value reflected in the Established Baseline.

(iv) When an Established Baseline incorporates more than one BPO, no joint and several obligations are created between Obligor Banks.

e. Performance of an Obligor Bank's obligations under a BPO does not depend on its right or ability to obtain reimbursement from any other party.

f. A BPO remains in effect until the earliest to occur of the following:

(i) the BPO expires prior to the Submission of all Data Sets required by an Established Baseline resulting in a Data Match or a Mismatch Acceptance pursuant to sub-article 10 (c), or

(ii) the Established Baseline is amended to release the Obligor Bank from its undertaking, or

(iii) the BPO has been fully paid in accordance with its terms.

g. An Obligor Bank is not required to pay or incur a deferred payment obligation to pay at maturity if a data comparison results in a Data Mismatch that is rejected by the Buyer's Bank or another Obligor Bank other than the Buyer's Bank.

a. An amendment to an Established Baseline that incorporates a BPO or an amendment to incorporate a BPO in an Established Baseline requires the agreement of each Involved Bank.

b. (i) A Seller's Bank or Recipient Bank (as applicable) or a Buyer's Bank may request an amendment to an Established Baseline by sending a Baseline Amendment Request. The Seller's Bank or Recipient Bank (as applicable) or a Buyer's Bank, as applicable, may accept the Baseline Amendment Request by sending an Amendment Acceptance; and

(ii) After such acceptance, a TMA will send a Full Push Through Report to each Obligor Bank and, if applicable, a Submitting Bank, requesting it to confirm its role in the transaction by sending a Role and Baseline Acceptance message to the TMA.

c. An amendment to an Established Baseline that incorporates a BPO or an amendment to incorporate a BPO in an Established Baseline is effective:

(i) When the Buyer's Bank is the only Obligor Bank: when a TMA sends an Amendment Acceptance Notification to it in response to an Amendment Acceptance.

(ii) When an Obligor Bank, other than the Buyer's Bank, is the only Obligor Bank: when a TMA sends a Role and Baseline Acceptance Notification to each Involved Bank confirming that such Obligor Bank and, if applicable, a Submitting Bank, has accepted its role as specified in the Baseline contained in a Full Push Through Report.

(iii) When there is more than one Obligor Bank that may include the Buyer's Bank: when a TMA sends a Role and Baseline Acceptance Notification to each Involved Bank in response to a Full Push Through Report acknowledging that each Obligor Bank and, if applicable, a Submitting Bank, has affirmed its role following an Amendment Acceptance.

d. An Established Baseline will remain unchanged when any Involved Bank rejects a proposed amendment to the Established Baseline by sending an Amendment Rejection or a Role and Baseline Rejection (as applicable) and a TMA sends an Amendment Rejection Notification or a Role and Baseline Rejection Notification (as applicable) to each other Involved Bank.

An Involved Bank does not assume any liability or responsibility for: (i) the source, accuracy, genuineness, falsification or legal effect of any data received from the buyer or seller; (ii) the documents, or the description, quantity, weight, quality, condition, packing, delivery, value or existence of the goods, services or other performance, to which such data relates; or (iii) the good faith or acts or omissions, solvency, performance or standing of the consignor, carrier, forwarder, consignee or insurer of the goods or any other person referred to in any data.

a. An Involved Bank assumes no liability or responsibility for the consequences arising out of the interruption of its business, including its inability to access a TMA, or a failure of equipment, software or communications network, caused by Acts of God, riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts or any other causes, including failure of equipment, software or communications networks, beyond its control.

b. Notwithstanding the provisions of sub-article 13 (a), an Obligor Bank will, upon resumption of its business, remain liable to pay or to incur a deferred payment obligation and pay at maturity a specified amount to a Recipient Bank in respect of a BPO that expired during such interruption of its business and for which there has been the Submission of all Data Sets required by an Established Baseline on or before the expiry date of the BPO resulting in a Data Match or a Mismatch Acceptance pursuant to sub-article 10 (c).

c. In the event of force majeure, a Submitting Bank or (subject to sub-article 13 (b)) another Involved Bank may terminate its role in an Established Baseline by sending a Special Request to a TMA, following which a TMA will send a Special Notification to each Involved Bank.

An Involved Bank assumes no liability or responsibility for the consequences arising out of the unavailability of a TMA for any reason whatsoever.

a. The governing law of a BPO will be that of the location of the branch or office of the Obligor Bank specified in the Established Baseline.

b. URBPO supplement the applicable law to the extent not prohibited by that law.

c. An Obligor Bank is not required to comply with its obligations under a BPO and assumes no liability or responsibility for any consequences if it would be restricted from doing so pursuant to applicable law or regulatory requirements.

a. A Recipient Bank has the right to assign any proceeds to which it may be or may become entitled under a BPO, in accordance with the provisions of the applicable law. This article relates only to the assignment of proceeds and not to the transfer of the Recipient Bank role under the Established Baseline to another bank (which would require an amendment to the Established Baseline in accordance with article 11).

b. An Obligor Bank is not required to recognise such assignment of proceeds until it provides its consent.