December 2, 2013
This Business Online Banking Agreement (this “Agreement”) describes the terms and conditions under which Cambridge Savings Bank (the “Bank” and also referred to as “us”, “we” or “our” as the context may require) will provide to you, a commercial customer of the Bank (“Customer” or “Company” and also referred to as “you” or “your” as the context may require), access to our on-line electronic banking platform (“Business Online Banking”), through which you may access and use some or all of the services described further below at pages 5-7 of this Agreement under the section heading “Business Online Banking Services” (collectively, the “Services”). By accessing and using any of the Services through Business Web Bank, you accept the terms and conditions of this Agreement on behalf of yourself and any person or entity authorized or otherwise permitted to act on your behalf. Before accessing these services you should read this Agreement thoroughly.
The Services, as well as the terms of the accounts that you maintain with the Bank in connection with the Services, are also governed by one or more Account Agreements (as such term is defined below). In the event of any conflict between the terms of this Agreement and any Account Agreement, the terms of this Agreement shall govern.
In addition to the capitalized terms that are defined above or elsewhere in this Agreement, the following capitalized terms shall have the respective meanings indicated below whenever used in this Agreement.
“Account Agreement” means the account agreement(s) between Customer and the Bank that govern the account(s) that are used in connection with the Services, including without limitation all applicable account and services fee schedules, each as amended and in effect at any time and from time to time from and after the date of this Agreement.
“ACH” means automated clearing house.
“Authorized User” means your Primary Administrator, any Secondary Administrator designated by your Primary Administrator and any other person your Primary Administrator or any Secondary Administrator designates as being authorized to access and/or use any of the Services through Business Online Banking on your behalf.
“Bill Pay Account” means any business checking account (except Money Market Accounts) that you have designated for your use in accessing the Bill Payment Service under this Agreement.
“Business Day” means any day that the Bank is open for business. Generally, Monday through Friday are considered business days and Saturdays, Sundays and holidays are excluded; provided, however, that Saturday is considered a Business Day for purposes of transferring funds between accounts that you maintain at the Bank and that you may designate for Business Online Banking purposes.
“Company ID” means the unique identifier and secret Password that we will assign to Customer for use in accessing Business Online Banking.
“Computer” means a computer, all software and necessary telephone lines, Internet or other connections and equipment needed to access Business Online Banking.
“EFTPS” means Electronic Federal Tax Payment System.
“Email” means electronic mail.
“Entries” means those instructions provided by you to us to execute an ACH transaction.
“IDs” means each of the unique identifiers and secret Passwords assigned by us to the Company and to your Primary Administrator and that your Primary Administrator assigns to any Secondary Administrator and any other Authorized User. To access and use any of the Services through Business Online Banking, both the Company ID and a User ID are required.
“OFAC” means the Office of Foreign Asset Control.
“Online Account” means your Primary Online Account and any other eligible account you maintain with us for business or commercial purposes.
“Password” means the Bank-provided code we send to you for your Primary Administrator to use for your initial sign-on to Business Online Banking, and the additional codes selected by your Primary Administrator, any Secondary Administrator and any other Authorized Users after the initial sign-on process has been completed.
“Payee” means any third party to which you instruct us to issue a payment.
“Payment Instructions” means the information approved by you for a bill payment to be made by us to a Payee on your behalf (e.g., Payee name, address, telephone number, account number, the amount).
“Primary Administrator” means the officer or employee of Customer or other person acting on behalf of Customer that Customer designates as being its authorized representative, or as authorized to act on Customer’s behalf, with respect to Customer’s access and use of Business Online Banking.
“Primary Online Account” means a checking account you maintain with us for business or commercial purposes and which is in good standing, and for purposes of the Bill Payment Service, means the Bill Pay Account.
“Primary User ID” means the unique identifier and secret Password used by the Primary Administrator to access and use any of the Services through Business Online Banking.
“Prohibited Payment” means any of the following payments: (a) payments to settle securities purchases, (b) tax payments to the Internal Revenue Service or any state or other governmental authority, except as provided under EFTPS, (c) insurance payments, (d) payments for government fees, (e) court-ordered payments, or (f) payments to Payees outside the United States.
“Scheduled Payment Date” means the Business Day on which you authorize the Bill Payment Service to issue a bill payment on your behalf, or if the Scheduled Payment Date is not a Business Day, the next Business Day on which we are open.
“Security Token” means a personal digital password device used as an additional method of authentication for those Authorized Users who are authorized to approve ACH or wire transfer transactions.
“Secondary Administrator” means any person your Primary Administrator designates as being authorized to act as an administrator, having all the same powers and responsibilities of the Primary Administrator, on Customer’s behalf with respect to the Services.
“Secondary User ID” means the unique identifier and secret Password used by any Secondary Administrator or other Authorized User, other than the Primary Administrator, to access and use any of the Services through Business Online Banking.
“Trusteer Rapport” is a security software application designed to provide online transaction protection.
“User IDs” means the Primary User ID and each Secondary User ID.
By accessing or using the Services, you certify that this Agreement has been duly adopted by you in conformity with applicable law and your organizational and governing instruments and that no action contemplated by this Agreement will contravene any such law or instrument. You further certify that no further approval by you or any third party is required to authorize this Agreement or any action taken under this Agreement, and that this Agreement is your valid and legally binding obligation, enforceable against you in accordance with its terms.
YOUR REGISTRATION FOR THE SERVICES
To register for the Services, you must sign an application and any other related forms or schedules that we may require from time to time. You can request a copy of this Agreement, the application and other related forms and schedules from us. You may at any time change the Services for which you have registered by completing and returning to us the appropriate forms, schedules or any other documents that we may require from time to time. Your completed application, forms, schedules and other required documents must be reviewed and approved by us. We reserve the right to reject your application, forms, schedules and other required documents or to refuse your access to or use of the Services for any reason and at our sole discretion.
YOU MUST DESIGNATE A PRIMARY ONLINE ACCOUNT
As an initial matter, you must designate an account as a Primary Online Account for use with the Services. You must maintain your Primary Online Account for as long as this Agreement is in effect. If your Primary Online Account is closed for any reason, or if it is no longer designated for use with the Services, your access to and use of the Services and this Agreement will be terminated.
AVAILABILITY OF SERVICE
The Service will be accessible 24 hours a day, 7 days a week, except during any special or scheduled maintenance periods or interruption or delay due to causes beyond our control. We shall not be liable under this Agreement for failure to provide access.
ACCESS TO SERVICES
To access or use the Services, you will need to satisfy the following requirements
(a) Company ID and User IDs. You may access the Services from our web site located at www.cambridgesavings.com or any web site that we may designate from time to time using the appropriate credentials.
There is one Company ID (known to only the Primary Administrator, any Secondary Administrator and any other Authorized User).
Each Primary Administrator shall also select a Primary User ID (known to only the Primary Administrator) to access and use any of the Services through Business Online Banking.
The Primary Administrator may designate a Secondary Administrator. The Secondary Administrator shall also select a Secondary User ID (known to only the individual Secondary Administrator) to access and use any of the Services through Business Online Banking.
The Primary Administrator and any Secondary Administrator may designate one or more additional Authorized Users to access and use any of the Services through Business Online Banking.
Each additional Authorized User shall select a Secondary User ID (know to only the individual Authorized User) to access and use any of the Services through Business Online Banking.
Each individual who approves ACH or wire transfer transactions shall also utilize a Security Token, which will be issued by the Bank, in connection with each such approval and shall not share his or her Security Token with any other individuals.
To access an account, two forms of information must be entered. Every Authorized User must enter the Company ID along with his or her User ID. To approve an ACH transaction or wire transfer, the Authorized User who is authorized to approve such transaction must also enter the code from his or her Security Token.
The Primary Administrator and any Secondary Administrator may change their respective Passwords at any time and from time to time at their discretion. You acknowledge that your Primary Administrator and any Secondary Administrator may, and you authorize your Primary Administrator and any Secondary Administrator to, change any Password or otherwise deactivate any User ID of any other Authorized User at any time and from time to time and in his or her sole discretion. The Primary Administrator must also take appropriate measures to ensure that only those Authorized Users who are authorized to approve ACH transactions and/or wire transfers hold and use Security Tokens.
We own all IDs and Security Tokens. You may not transfer them to any other person or entity. You must discontinue use of all IDs and Security Tokens on our demand and on termination of this Agreement. If this Agreement is terminated, all IDs will be deactivated and all of your Security Tokens must be returned to the Bank. No ID or Security Token may be used after termination of your access to the Services.
You acknowledge and agree that the IDs and Security Tokens (where applicable for approval of ACH transactions and/or wire transfers) are a commercially reasonable method for the purpose of verifying whether any payment, transfer or other Service was initiated by you. You further acknowledge and agree that the IDs and Security Tokens are not intended, and that it is commercially reasonable that the IDs and Security Tokens are not intended, to detect any errors relating to or arising out of any payment, transfer or other Service.
We require that you take necessary precautions to manage the distribution, confidentiality and use of the IDs and Security Tokens. Please see the Confidentiality and Security section of this Agreement
(b) Computer Requirements. You will need to provide at your own expense the Computer and an Email address. Your Computer must, at a minimum, have a browser with capabilities to support a minimum of 128-bit encryption. You are responsible for the installation, maintenance and operation of the Computer and all related charges. We are not responsible for any losses, damages, injuries, errors or failures caused by any malfunction of the Computer or any Computer virus or other problems that may be associated with access to or use of the Services or the Computer. We also are not responsible for any losses or delays in transmission of information you provide to us or otherwise arising out of or incurred in connection with the use of any Internet or other service provider providing your connection to the Internet or any browser software.
(c) Online Account Funds. You agree to maintain sufficient available funds in your Online Accounts in connection with your access to and use of the Services, unless you have a line of credit attached to any of your Online Accounts. If you have a line of credit attached to any of your Online Accounts, the amount of any bill payment, transfer or other Service may not exceed the sum of your available funds in your Online Accounts plus your available credit. Regardless of whether you have a line of credit attached to any of your Online Accounts, you agree that we may issue a bill payment, transfer funds or perform another Service even if such action causes one or more of your Online Accounts to be overdrawn. You agree that we may debit any overdraft fees or other related fees from your Primary Online Account (or any other Online Account or commercial deposit account you maintain with us, if necessary). If we are unable to complete a bill payment or transfer or perform any other Service for any reason associated with your Online Accounts, the bill payment, transfer or other Service may not be completed and we will not notify you, unless we are required to do so by applicable law. We will not be liable to you or any third party, however, if we choose to issue a bill payment or transfer funds or perform the Service.
When you ask us to issue a bill payment, to transfer funds or to perform another Service, you represent that you have sufficient available funds in your Online Account or available credit, as applicable, to cover the amount of the bill payment, transfer or other Service.
PRIMARY ADMINISTRATOR, SECONDARY ADMINISTRATORS AND AUTHORIZED USERS
You may only designate one Primary Administrator at any one time. You are solely responsible for designating your Primary Administrator. You must provide us with certified copies of resolutions from your governing body, as applicable, and any other certificate or documentation specifying the name of the person who is authorized to designate your Primary Administrator from time to time that is acceptable to us.
Your Primary Administrator may designate one or more Secondary Administrators. Your Primary Administrator and Secondary Administrator(s) may designate one or more additional Authorized User(s) and establish the scope of their access to and use of any of the Services. You accept as your sole responsibility the designation of Secondary Administrator(s) by your Primary Administrator and any Authorized User(s) by your Primary or Secondary Administrator(s). You understand that your Primary Administrator and any Secondary Administrator(s) will control, and you authorize your Primary Administrator and any Secondary Administrator(s) to control, access to Business Online Banking and use of the Services. Your Primary Administrator and any Secondary Administrator(s) can add, change or terminate your Authorized User(s) from time to time and in their sole discretion. We cannot add, change or terminate the access of any Secondary Administrator(s) or other Authorized User(s) to any Service and we do not control access by any Secondary Administrator(s) or other Authorized User(s) to any Service.
You will require your Primary Administrator, Secondary Administrator(s) and other Authorized User(s) to comply with all provisions of this Agreement and all other applicable agreements, and you guarantee that they will do so. You acknowledge and agree that you are fully responsible for the failure of your Primary Administrator, Secondary Administrator(s) or any other Authorized User(s) to so comply. You are responsible for any bill payment, transfer and other Services and charges incurred by your Primary Administrator, Secondary Administrator(s) and any other Authorized User(s), even if your authorization is exceeded.
Whenever any Authorized User(s), other than your Primary Administrator or any Secondary Administrator(s), leaves your employ or you otherwise revoke the authority of any such Authorized User(s) to access or use the Services, you must notify your Primary Administrator or any Secondary Administrator immediately and the Primary Administrator or any Secondary Administrator, as applicable, is solely responsible for deactivating such Authorized User’s User ID and retrieving any Security Token, if applicable, for delivery to us. You remain fully responsible for all use of any former Authorized User’s User ID and Security Token, if applicable, and any Services utilized by any such former Authorized User(s).
Whenever any Secondary Administrator leaves your employ or you otherwise revoke the authority of any Secondary Administrator to access or use the Services, you must notify your Primary Administrator immediately and the Primary Administrator is solely responsible for deactivating such Secondary Administrator’s User ID and retrieving any Security Token, if applicable, for delivery to us. You remain fully responsible for all use of any former Secondary Administrator’s User ID and any Services utilized by any such former Secondary Administrator.
Whenever your Primary Administrator leaves your employ or you otherwise revoke your Primary Administrator’s authority to access or use the Services, you must notify us in writing immediately. You remain fully responsible for all use of any former Primary Administrator’s User ID and Security Token and any Services utilized by any former Primary Administrator occurring before you notify us and we have had a reasonable opportunity to act upon your notice.
YOU MAY DESIGNATE OTHER ACCOUNTS AS AN ONLINE ACCOUNT FOR USE WITH THE SERVICES.
In addition to the Primary Online Account, you may designate any account as an Online Account for use with the Services. Except as specifically approved by the Bank, any such Online Account must have the same account title and taxpayer identification number as the Primary Online Account and will be subject to all other conditions and limitations set forth in this Agreement and any loan documents to which you are a party with the Bank. We may also be able to link loans to your Services, and such access will be governed by this Agreement and your loan documents. We reserve the right to deny any Online Account designation or loan account link at our sole discretion.
You may at any time change any Online Account you have designated for use with any Service for which you have registered by completing and returning to us the appropriate forms and schedules. You may obtain a copy of these forms and schedules by contacting us via one of the means listed at the end of this Agreement
Any account maintained with us for (a) personal, household or family purposes or (b) business or commercial purposes that requires multiple signatures to transact business, is ineligible for use with the Services. We maintain at our sole discretion the right to deem an account or request for a Service ineligible.
We will provide you with additional information that describes the operation and features of the Services. You must follow the procedures included with such additional information when using the Services. At any time, if you are unclear about a feature or the potential responsibilities that you may have in connection with any Service, it is your responsibility to contact us.
You agree that we may send notices and other communications to the current address, mail or email, shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that we will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business.
DEBITING YOUR ONLINE ACCOUNTS
You authorize us to, and we may in our sole discretion, charge and automatically deduct from your (a) Online Accounts the amount of a transfer or other Service on or after the date on which we execute the transfer or other Service, and (b) Primary Online Account (or any other Online Account or deposit account you maintain with us, if necessary) the amount of a bill payment and fees and other amounts incurred with the Services on or after the date we issue the payment or the date on which such fees or other amounts are due. Service fees are disclosed in the Business Deposit Accounts and Services Fee Schedule, a copy of which was provided to you when you opened your account, and are in addition to account and other fees.
You are responsible for all charges incurred in connecting to the Services, including any sales taxes, fees or similar charges imposed by federal, state or local governments where you are located and conduct your business and all charges incurred in connection with or related to the use of the Computer, such as all telephone charges and charges by an Internet or other service provider providing your Internet connection to the Services.
We may (without prior notice and when and to the extent permitted by law) set off the funds from any or all of your accounts, including without limitation any accounts in which you are a co-owner against any due and payable debt you owe to us now or in the future. You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff, including our reasonable expenses and attorneys’ fees.
BUSINESS ONLINE BANKING SERVICE
By accessing the Services, you can perform any or all of the following Services for which you have registered, and we have approved, subject to the limitations set forth in this Agreement and any Account Agreement:
1. Online Account Access: You may obtain information, such as balance and summary information, available funds information and information about prior business day cleared transactions and Automated Teller Machine (“ATM”) and Point of Sale (“POS”) transactions, each for the current statement period. The available funds information may include any overdraft protection you may have depending on your specific account. This will not contain commercial lines of credit. Upon your request, we may allow access to a Commercial Loans Account for viewing account information.
2. Transfer of Funds: You may transfer funds among your Online Accounts for any reason, including to make one-time transfers or to schedule future, recurring or automatic transfers between your Online Accounts, except if your Online Account is a Passbook Savings or Certificate of Deposit Account. You may not use this Service to obtain an advance or to transfer funds from a Commercial Loan Account.
If you make a deposit to any of your Online Accounts by transferring funds using this Service on any Business Day, we will consider it effective dated the date you made it, unless we notify you otherwise. If you make a deposit to any of your Online Accounts by transferring funds using the Services after 9:00 p.m. on any Business Day or any non-Business Day, we will consider your deposit to be received by us on our next Business Day.
Funds will be made available to you in accordance with our Funds Availability policy, a copy of which is included in the Understanding Your Deposit Account for Business Accounts you received when you opened your account(s). The maximum amount you can transfer using this Service is equal to the available balance in your Online Account.
We may from time to time and in our sole discretion refuse to issue, or limit the number or amount of, funds transfers you may request using this Service.
3. Wire Transfers: You can use this Service to instruct us to wire transfer funds in a specified amount, from any Online Account to a specified third party on your behalf at another financial institution.
If you elect to use this Service, you must enter into a separate Payment Order Agreement with us. You acknowledge and agree that this Service is also governed by our Payment Order Agreement and that if any provision of the Payment Order Agreement is inconsistent or otherwise conflicts with this Agreement, the provisions of the Payment Order Agreement will apply to this Service. If your Payment Order Agreement is terminated for any reason, we may, in our sole discretion and without notice to you, terminate your use of this Service.
4. ACH Entries: Subject to application and approval by the Bank, you can use this Service to authorize us to process, transmit, receive and settle for Entries through ACH networks we use from time to time and to credit or debit Entries to an Online Account.
If you elect to use this Service, you must enter into a separate Payment Order Agreement with us. You acknowledge and agree that this Service is also governed by our Payment Order Agreement and that if any provision of the Payment Order Agreement is inconsistent with or otherwise conflicts with this Agreement, the provisions of the Payment Order Agreement will apply to this Service. If your Payment Order Agreement is terminated for any reason, we may, in our sole discretion and without notice to you, terminate your use of this Service.
5. EFTPS: You can use this Service to make Federal tax payments due to any Federal governmental authority, including the Internal Revenue Service, from any Online Account. You agree to comply with any set-up or other procedures required by the recipient of a transfer (such as the prearrangement required by the Internal Revenue Service for electronic tax payments). If you fail to comply with these procedures, we may, in our sole discretion and without notice to you, terminate your use of this Service. You must enroll for this Service with the Internal Revenue Service and you must provide us with a copy of your enrollment documents and any other information we require and we must have approved your use of this Service in advance.
6. Stop Payments: You can use this Service to initiate a stop payment request online for any check or other item drawn against any of your Online Accounts, providing that the check or other item has not been paid or is in process of being paid. You warrant that the information describing the check or other item, including the date, the exact amount, the check number, and Payee are correct.
You agree that we will not be responsible for stopping payment unless we receive your stop payment request within a reasonable time for us to act on it. In addition, you may not request a stop payment online for any treasurer’s check, cashier’s check, certified check or other official institution check you have purchased from us or any check or other item that we have guaranteed or otherwise accepted. You understand that your stop payment request is conditional and subject to verification by us that the check or other item has not already been paid or that some other action to pay the check has not been taken by you.
A stop payment request against a check or other item is effective only against the check or other item that is identified as described above. A written request will be valid for 6 months, unless you renew your request in writing before the expiration of this time period. Otherwise, if you do not timely renew your request in writing and the check or other item is presented to us for payment following the expiration of this time period, we may pay the check or other item. We will charge you a separate fee for each stop payment request you make using this Service. The amount of this fee is disclosed in our Business Deposit Accounts and Services Fee Schedule.
If you make a stop payment request using this Service after 3:00 p.m. on any Business Day or at any time on a non-Business Day, we will consider your request to be received by us on the next Business Day we are open. Bill Payment cancel requests are also covered in the Bill Payment Service section below.
7. PFM: You may also download your account information directly into your Personal Financial Management (PFM) service. You are responsible for separately purchasing such software and the Bank makes no warranties nor accepts any liability for such software. The Service supports WebConnect functionality for current and prior two versions of Intuit Quickbooks®, or Intuit Quicken®. The Service also supports the ability to create and import file types that may be supported by other software solutions.
8. Bill Pay Service: You can use this Service to schedule a recurring or one-time payment to your designated biller. The Bill Payment Service is covered in more detail in the Bill Payment Service section of this Agreement.
9. New Services: We may introduce new Services from time to time. We will notify you of the availability of these Services. By using these Services when they become available, you agree to be bound by the terms and conditions that will be made available to you concerning these Services.
BILL PAYMENT SERVICE
1. After we approve your request, the Bill Payment Service will permit you to direct payments from your Bill Payment Account(s) to third parties you wish to pay. Through the Bill Payment Service, you can pay bills from your Bill Payment Account(s) to businesses or individuals. In addition, you may use the e-Bills feature to receive bills from participating Payees, view Payee bill summary and bill detail information. The Bill Payment Service will remain available for use until it is terminated, either by you or the Bank.
2. All payments you make will be deducted from your selected Bill Payment Account, and you agree that we may debit your selected Bill Payment Account for such payments without requiring your signature on the item and without prior notice by you. All bill payments must be payable in U.S. dollars to a Payee located in the United States. We reserve the right to restrict types of Payees to whom payments may be made using the Service from time to time.
3. You should not use the Bill Payment Service to make payments to settle securities purchases, tax payments, insurance payments, payments for government fees, court ordered payments, payments to foreign vendors or persons. Payments for these Payees will be your sole responsibility if delayed or improperly processed or credited.
4. Funds must be available in your selected Bill Payment Account on the scheduled payment date. If the date you schedule a payment to be initiated falls on a non-Business Day, funds must be available in your selected Bill Payment Account the following Business Day. If a payment has been made to one of your designated Payees for which funds are not available in your selected Bill Payment Account, and we are unable to recover the amount of the payment by debit to the Payee or by charging your Bill Payment Account, you agree to repay the funds owed immediately upon demand.
5. Bill payments can be made for any amount up to $9,999.99 per item and in total up to $19,999.99 in total per day, which is subject to change. You may choose to schedule payments to recur in the same amount at regular intervals (i.e. weekly, monthly, bi-monthly). You should schedule a payment to a new Payee at least five Business Days before any payment due date, to allow us time to set up the Payee and verify information about your account with the Payee.
6. You authorize us and any third party acting on our behalf to choose the most effective method to process your payment, including without limitation, electronic, paper or some other means. If the payment is an electronic payment, you must schedule it to be made at least three Business Days prior to the payment due date (that is, the due date shown on your invoice or provided in your agreement with the Payee, not taking into account any applicable grace period). However, if the company or person that you are paying cannot accept an electronic payment, and a paper check payment is to be made, you must schedule that payment to be made at least five Business Days prior to the payment due date described above. You may schedule payments during the “grace period”, but any late charges associated with payments so scheduled will be your responsibility regardless of the cause of the late payment. If you do not follow these time frames, we shall not be liable for any failure to make payment. You will bear full responsibility for all penalties, late fees, finance charges, damages or other actions taken by the Payee proximately caused by your scheduling. If you schedule your payment and follow all instructions provided, but the payment is not received by the Payee in a timely manner, we will work with the Payee on your behalf to attempt to have any late fees or charges reversed (see Late Payment Guarantee for more details). The date the Payee credits the payment depends upon the Payee’s payment processing procedures, and the Bank will not be responsible for any delay in crediting the payment which is a result of the Payee’s payment processing procedures.
LATE PAYMENT GUARANTEE
In the event that you are assessed a late charge due to lost payments, incorrectly processed scheduled payments, or incorrectly delivered payments, we may reimburse imposed late fees, up to $50.00, incurred by you provided that we failed to process a payment in accordance with your properly completed instructions. You are required to show proof of the error and imposed fees. The decisions to rebate imposed late charges is at our sole discretion
1. The Bank is only responsible for exercising ordinary care in processing and sending payments upon your authorization in accordance with this Agreement. Even if we fail to exercise ordinary care, the Bank will not be liable in any way for damages incurred by you if you do not have sufficient funds in the Bill Payment Account to make the payment on the processing date, for delays in mail delivery, for changes to the Payee’s address or account number (unless you have advised the Bank of the change sufficiently in advance), for failure of any Payee to correctly account for or credit the payment in a timely manner, or for any other circumstances beyond the control of the Bank.
2. If the session during which you schedule a payment ends by 9 p.m., the Bank will be considered to have received it on that day if it is a Business Day. Otherwise, it will be considered received on the following Business Day. For all entries made using Online Banking or Bill Payment Service, the time recorded by the Online Banking or Bill Payment Service will be considered the official time of the transaction.
3. If you have instructed us to make a payment for which there are insufficient available funds in your selected Bill Payment Account on the date the payment is debited to your account, the payment will not be made and the Bill Payment Service will be blocked, automatically canceling future recurring and scheduled payments.
It is your responsibility to contact us to resolve this matter. Your Bill Payment Service will not be unblocked until you contact us; simply making a deposit into your account will not satisfy the Bill Payment Service and reactivate it. If the matter is resolved to our satisfaction, we will unblock your Bill Payment Service to reactivate it.
Once the Bill Pay Service is reactivated, recurring payments will resume from the date your Bill Payment Service is reinstated. However, scheduled payments will have to be rescheduled, and any payments that should have occurred during the period that your account was blocked will not be paid in arrears. You will have to reschedule those payments.
4. If you choose to cancel a payment you made using the Bill Payment Service, you may cancel or change the payment prior to 9 p.m. on the Business Day before the transaction is scheduled to be initiated, noted in the Bill Payment Service as a pending payment. Or, you may contact the Bank to place a stop payment on a payment scheduled using our Bill Payment Service. Such request must be made prior to 3:00 p.m. on the Business Day before the transaction is scheduled to be initiated to be effective dated for that date. You may cancel a check payment at anytime either in the Bill Payment Service or by contacting us, providing that the check has not been negotiated or in route to the Bank when your stop payment request was initiated. In either case, we may not have a reasonable opportunity to act on any stop payment. Although we will make a reasonable effort to accommodate your request, we will have no liability for failing to do so if we do not receive your request in a timely manner. See Section 6, Stop Payments (under Business Online Banking Services above) for additional details.
5. e-Bill is a feature of the Bill Payment Service that enables you to receive bills electronically from participating Payees. Participating Payees establish their own criteria for reviewing requests to receive e-Bills and have sole discretion to accept or decline your request. We do not participate in this decision. Participating Payees generally take up to five Business Days to approve an e-Bill set-up request.
In some cases we obtain the e-Bill from the web site of the Payee. To do so, we may ask you for information needed for this purpose, such as any required password to access the Payee’s billing site. When you provide this information, you authorize us to access the third party web site to retrieve the account information on your behalf, and you appoint us your agent for this limited purpose.
We take no responsibility if a Payee does not provide the necessary data to forward an e-Bill in a timely manner. If you do not receive a bill, it is your responsibility to contact the Payee directly. We are not responsible for any late charges or other adverse consequences. Any questions regarding your bill details should be directed to your Payee.
All parties have the right to cancel the service at any time. We will notify you if the Bank discontinues e-Bills. If you request that an e-Bill be discontinued, we require seven Business Days for the Payee to receive and process the request.
When you establish e-Bills with a participating Payee you will provide certain information that will be forwarded onto the Payee to complete your enrollment. If you have concerns about the future use of this information you should contact your Payee directly.
ELECTRONIC MAIL (email)
1. To the extent permitted by applicable law, any email you send us will not be effective until we receive it and have had a reasonable opportunity to act on it. We therefore strongly suggest that you report all matters requiring immediate attention (for example, reports of alleged unauthorized payments or errors or requests for stop payments) to us via phone or in paper form. We may, however, require you to provide us with confirmation of any oral or electronic stop payment request or notice of alleged error. You also agree that we may send you an electronic notice in response to any communication you send to us, regardless of whether your original communication to us was an email.
2. Email transactions may not be secure. Thus, we request that you do not send us or ask for sensitive information such as account numbers, IDs, secret Passwords, Social Security Numbers, account information, etc. via email unless you are using the Secure Support feature within your Business Online Banking account.
3. If we send you an email notice, you will be deemed to have received it upon the date of delivery, even if you do not access your email after the time of delivery.
WE PROVIDE AUTOMATIC AND VOLUNTARY ELECTRONIC ALERTS. WE STRONGLY RECOMMEND THAT YOU DO NOT SUPPRESS THESE ALERTS AS SOME ARE INTENDED TO PROVIDE ADDED SECURITY TO YOUR SERVICE.
1. Automatic Alerts are sent to you following certain changes made online to your Services, such as a change in your email address, telephone number, etc. You do not need to activate these alerts.
2. Voluntary Alerts must be activated by you. These alerts allow you to customize account or bill specific notifications.
Because alerts are not encrypted, we will never include your identifying information such as any ID or account number. Likewise, we will never ask you to provide this type of information via electronic message. However, alerts may include your name and some information about your accounts. Depending on which alerts are sent, information such as your account balance or the due date for a payment may be included. Anyone with access to your email may be able to view the contents of these alerts.
Electronic alerts will be sent to the email address you have provided as your primary email address. If your email address changes, you are solely responsible for notifying us of that change. We are not responsible for an alert not being delivered if you have not notified us of an email change or given us a reasonable amount of time to respond to such a request. You understand and agree that your alerts may be delayed or prevented by a variety of factors. We do the best to provide alerts in a timely manner with accurate information. We neither guarantee the delivery nor the accuracy of the contents of any alert. You also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert or for any actions taken or caused to be taken by you or any third party in reliance of an alert.
You and we agree that all bill payments, transfers and other Services will be subject to and will comply with the laws of the United States, including without limitation, any applicable federal and state laws and regulations, such as the Internal Revenue Code, the operating circulars of the Board of Governors of the Federal Reserve System, and the operating rules of networks, associations and systems, such as the rules of the National Automated Clearing House Association and any regional ACH that we may use from time to time to provide the Services, and any OFAC requirements, each as amended from time to time. You acknowledge that no bill payments, transfers or other Services will be initiated that violate the laws of the United States.
You understand that information regarding OFAC requirements can be obtained by calling the OFAC Compliance Hotline, toll free, at 1-800-540-OFAC. You also understand that failure to comply with applicable operating rules of networks, associations and systems could result in liability for fines and other penalties assessed against us pursuant to those rules, which you agree to pay directly or to reimburse us.
OFAC is a division of the United States Treasury Department and is mandated to implement and enforce economic sanctions imposed by the U.S. Government against hostile foreign countries, their nationals, or other “specially designated” individuals or entities. These sanctions restrict banks and other businesses from doing business with those designated countries and entities.
Because federal regulations require us to limit the number of preauthorized, automatic or telephone transfers (including transfers made with this Service) on certain types of deposit accounts, you can make no more than six transfers per statement period from any Online Account that is a Savings or Money Market Deposit Account by preauthorized, automatic or telephone transfer to your other Online Accounts or third parties. If you exceed more than six such transfers, we need not honor them. If you exceed the permitted number of withdrawals or transfers allowed by federal regulations we will so notify you. If after being so notified, you continue to violate these limits then your account will be closed. A “preauthorized transfer” includes any arrangement by us to pay a third party from your Online Account upon your written or oral instruction including an order received through an ACH or any arrangement by us to pay a third party from your Online Account at a predetermined time or on a fixed schedule.
The activities you can perform with the Services are further limited by, and are subject to, the terms disclosed in this Agreement and the Account Agreement. You should refer to these agreements for applicable limitations.
Unless expressly prohibited or otherwise restricted by applicable law or this Agreement, our liability is limited as follows: We shall not be liable to you or to any third party for performing or failing to perform the Services, except for our gross negligence or willful misconduct in connection with the performance of (or failure to perform) any of the Services.
Without limiting the generality of the foregoing, we shall not be liable for delays which happen because of reasons beyond our control, including without limitation, acts of civil, military or banking authorities, national emergencies, war, riots, unavoidable difficulties with our equipment, the unavailability of the Services, any errors in information provided through the Services, any difficulties caused by any Internet or other service provider or browser software or any Computer failure, whether caused by a virus or otherwise. If, for any reason, we are adjudged liable to you, your recovery will be limited to your actual damages, in an amount not to exceed six times the total fees and charges paid by you to us for the Services during the calendar month immediately preceding the month in which the event giving rise to our liability occurred. You agree that the dollar limitation described in this Section is reasonable, even if your actual damages exceed this limitation.
IN NO EVENT WILL YOU BE ABLE TO RECOVER FROM US ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OR LOST PROFITS, REGARDLESS OF WHETHER YOU ADVISED US OR WE OTHERWISE KNEW OF THE LIKELIHOOD OF SUCH LOSSES OR DAMAGES.
You are solely responsible for the amount of each bill payment, funds transfer or other Service made using and fees or other amounts incurred with the Services, even if you did not authorize the bill payment, funds transfer or other Service. You agree to indemnify us and hold us harmless from and against any and all losses, liabilities, claims, damages or expenses (including attorneys’ fees and court costs and expenses) arising from or related to your access or use of the Services.
CONFIDENTIALITY AND SECURITY
We are committed to protecting the security and confidentiality of information about your account and use of Business Online Banking. The Company ID and the User IDs identify and authenticate you and your Authorized Users to us when you access or use the Services. You authorize us to rely on the Company ID and all User IDs to identify you and your Authorized Users when you access or use any of the Services, and as signature authorization for any bill payment, funds transfer or other Service. You acknowledge and agree that we are authorized to act on any and all communications or instructions we receive using the IDs and that we may attribute to you any and all transactions initiated using the Company ID and any User ID, regardless of whether the communications, instructions or transactions are authorized.
All transactions initiated with the Company ID and a User ID and approved using Security Tokens (where applicable) will be attributed to you.
You accept as your sole responsibility the selection, use, protection and maintenance of confidentiality of, and access to, all IDs and Security Tokens.
You agree to use your commercially reasonable best efforts to safeguard all IDs and Security Tokens and keep them confidential.
You agree not to reveal any ID to any unauthorized person, nor allow any unauthorized person access to a Security Token.
You further agree to notify us immediately if you believe that the confidentiality of any ID or authorized use of any Security Token has been compromised in any manner.
YOU ACKNOWLEDGE THAT WE WILL NEVER ASK YOU FOR YOUR SECRET PASSWORD, AND THAT OUR EMPLOYEES DO NOT NEED YOUR OR YOUR EMPLOYEES’ SECRET PASSWORD FOR ANY REASON.
In order to protect yourself against fraud, you agree that you and each of your Authorized Users will adhere to the following:
1. Internal Security Controls: Customer shall maintain adequate internal security controls to prevent any unauthorized access to Business Online Banking or unauthorized use of any of the Services. Such security controls shall include maintaining up-to-date and industry-standard antivirus and anti-malware detection and eradication programs, maintaining properly configured firewalls, maintaining a process that ensures systems remain current with all software patches and updates and using commercially reasonable best efforts to safeguard access to all IDs, including without limitation all Passwords, used in connection with initiating and/or approving access to and use of any of the Services and usage of all Security Tokens issued by the Bank for use by Authorized Users in approving any wire transfers and/or ACH transactions.
2. Do not give out your account information, any ID, including any secret Passwords, Tax Identification Number or Social Security Number to anyone. Employees of the Bank will never ask you for your secret Password(s).
3. Never give your Security Token to an unauthorized individual or leave such in an unsecured location.
4. Do not leave your personal computer unattended while you are using Business Online Banking. Always log off of your Services session by hitting the Sign Off key. You should always close your browser, even after you log off.
5. Never leave your account information within range of others.
6. Do not send privileged account information (account number, any ID, including any secret Passwords, Tax Identification Number or Social Security Number, etc.) in any public or general email system.
If you have reason to believe that an ID has been lost, stolen or otherwise compromised (or may be compromised) or that a bill payment, funds transfer or other Service has been or may be made with an ID and/or Security Token without your permission, you must call our Customer Service Department on any Business Day during our normal business hours, or write (including without limitation communication via email during our normal business hours) to our Customer Service Department. The telephone number, mailing address and email address of our Customer Service Department is listed at the end of this Agreement. You should also immediately change all IDs and replace all Security Tokens. The occurrence of any unauthorized access to Business Online Banking or unauthorized bill payment, funds transfer or other Service will not affect your responsibility to cover the full cost and expense of any such unauthorized access, payment, transfer or other Service when the Bank has acted in good faith prior to our receiving any notification of unauthorized access or use from you and prior to our having a reasonable period of time after our receipt of such notice to take such steps as are necessary to prevent such unauthorized bill payment, funds transfer or other Service.
In addition to the requirements contained in the immediately preceding paragraph, if you have reason to believe that a Secondary Administrator’s or other Authorized User’s User ID and/or Security Token has been lost, stolen or otherwise compromised (or may be compromised) or that a bill payment, funds transfer or other Service has been or may be made with any Secondary Administrator’s or other Authorized User’s User ID and/or Security Token without your permission, you must contact your Primary Administrator. Your Primary Administrator, as applicable, must deactivate, and has the sole responsibility for deactivating, any such User ID and retrieving said Security Tokens. In no event will we be liable for any unauthorized transaction that occurs with any Secondary Administrator or other Authorized User’s User ID and/or Security Token.
DISCLAIMER OF WARRANTY
UNLESS THE DISCLAIMER OF SUCH WARRANTIES IS PROHIBITED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SERVICES BY ANY MEANS AND THE COMPUTER IS AT YOUR SOLE RISK, THAT THE SERVICES ARE PROVIDED “AS IS,” AND THAT WE DO NOT MAKE ANY WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES, EITHER EXPRESS OR IMPLIED, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
VIRUS AND MALWARE PROTECTION
We are not responsible for any virus or viruses, electronic or otherwise that you may encounter. YOU MUST routinely scan your Computer using a virus and malware protection product(s). An undetected virus and/or malware may corrupt and destroy your programs, files and hardware. Malware may result in unauthorized transactions from your online account for which you would be liable.
We reserve the right to suspend your access to and use of the Services for any reason. If we do this, we may notify you in a manner provided for in this Agreement; however, we are not under any obligation to do so. If your access to and use of the Services is suspended, transactions which were previously scheduled will be canceled; however, we will not be liable to you if we allow a transaction to be completed. All inquiries or correspondence relating thereto, including requests for reinstatement, should be directed to us at the address listed below. Where we suspect fraud for any reason we reserve the right to suspend your access to any and all of the Services immediately and indefinitely.
AMENDMENTS TO TERMS AND CONDITIONS
We may change the Services, the Services fees and related charges and the other terms and conditions in this Agreement at any time and from time to time by sending you an email in a manner provided for in this Agreement. The change generally will be effective immediately upon your receipt of our email. However, if the change is made for security purposes, we will implement it without giving you prior notice.
You will be deemed to accept any changes to the Services and this Agreement if you access or use any of the Services after the date on which the change becomes effective. You will remain obligated under this Agreement, including without limitation, being obligated to pay all amounts owing under this Agreement, even if we amend this Agreement in accordance with the amendment process described above.
As provided concurrently with your account establishment or enrollment in Business Online Banking, you agree to receive this Agreement and any and all disclosures or notices required by applicable law and all other communications, electronically to the email address you designate. You also agree that we may respond to any communication you send to us with an electronic communication, regardless of whether your original communication to us was an electronic communication.
Any electronic communication sent to you by us will be considered received upon the date of delivery to the email address you designate regardless of whether you access your email or otherwise log on to Business Online Banking after the time of delivery. To the extent permissible under applicable law, any electronic communication you send to us will not be effective until we receive and have had a reasonable opportunity to act on such email message. You should not rely on email if you need to communicate with us on an immediate basis. We, therefore, strongly suggest that you report all matters requiring immediate attention (for example, reports of alleged unauthorized transfers or errors, or requests for stop payments) to us by calling us. We may, however, require you to provide us with written confirmation of any verbal or electronic stop payment request or notice of alleged error.
Unless otherwise expressly provided in this Agreement, any notice or communication that you are required or permitted to give to us must be given to us by certified mail, return receipt requested, or overnight or same-day delivery, with written confirmation of receipt received, to the address listed at the end of this Agreement. To the extent permitted by applicable law, any such notice or communication will not be effective until we receive and have had a reasonable opportunity to act on such notice or communication.
You authorize us to, and you agree that we may, send any notice or communication that we are required or permitted to give you under this Agreement to your business mailing address or your business email address as it appears on our records, and that any such communication or notice will be effective and deemed delivered when provided to you in such a manner. You agree to notify us promptly about any change in your business mailing or business email address, and you acknowledge and agree that no such change will be effective until we have had a reasonable opportunity to act on your notice. If your Online Account is owned by more than one person or entity, you agree that we may consider any such notice or communication as being given to all Online Account owners when such notice or communication is given to any one Online Account owner.
You agree that we may send confidential information including your User IDs to your current business address shown in our records for your Primary Online Account, whether or not our records include delivery instructions to a particular individual. You also agree that we will not be responsible or liable in any way in the event that such properly addressed information is intercepted by an unauthorized person either in transit, at your place of business or otherwise.
Unless otherwise required by applicable law, we may terminate this Agreement, in whole or in part, for any reason and at any time without prior notice to you. You also may terminate this Agreement and the use of all IDs, Security Tokens and Services by calling us or writing to us at the telephone number or mailing address set forth below. If you call, you must put your request in writing and send it to us within 10 Business Days after you call. Any request to terminate your access to and use of the Services will be effective only after we have had a reasonable opportunity to act on your request.
If this Agreement is terminated for any reason, you must cancel all outstanding bill payments, funds transfers and other Services, including any automatic or recurring bill payments or funds transfers. We may continue to issue bill payments, to transfer funds and to perform other Services you have previously authorized or may subsequently authorize; however, we are not under any obligation to do so. We will not be liable if we choose to issue any bill payment, transfer any funds or perform any other Service you previously authorized or subsequently authorize after this Agreement terminates.
Any termination of this Agreement, whether initiated by you or by us, will not affect any of your or our rights and obligations under this Agreement which have arisen before the effective date of termination of this Agreement, even if we allow any transaction to be completed with the IDs and Security Tokens (where applicable) after this Agreement has been terminated. In addition, the provisions of this Agreement relating to your and our liability and the disclaimer of warranties shall survive the termination of this Agreement.
If you do not access Business Online Banking, sign on to any of the Services or have any transaction scheduled through any of the Services during any consecutive 90 day period we may cancel your Services and require you to reapply through our online registration process. If you do not pay at least one bill during any consecutive 90 day period we may cancel your Bill Payment Service and require you to reapply through our online registration process.
Any dispute relating in any way under this Agreement shall be submitted to confidential arbitration in the Commonwealth of Massachusetts. Arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no such arbitration shall be joined to an arbitration or any other action or proceeding involving any other party subject to an agreement with us governing such party’s use of services under this Agreement, whether through class action or arbitration proceedings or otherwise.
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its applicable conflict of law principles, and the applicable laws of the United States. You and we agree to be bound by, and hereby consent and agree to, such laws with respect to any claim relating to this Agreement. In the event of a conflict between the provisions of this Agreement and any applicable law or regulation, this Agreement shall be deemed modified to the extent necessary to comply with such law or regulation. In the event of a dispute regarding the Services, you and we agree to resolve the dispute by looking to the terms and conditions contained herein, and as detailed in the “Dispute” provisions contained above.
ASSIGNMENT; BINDING EFFECT
We may, at any time, assign this Agreement, including our rights, interests and obligations hereunder, in whole or in part, or delegate any of our responsibilities under this Agreement to any other person or entity without notice to or consent from you. You may not assign this Agreement, including any of your rights, interests and obligations hereunder, in whole or in part, or delegate any of your responsibilities under this Agreement without our prior written consent. We are not under any obligation to give our consent, and any attempt to assign this Agreement without our written consent shall be null and void. This Agreement shall be binding upon and for the benefit of you and us, and your and our permitted assigns and successors. However, this Agreement will not benefit or be binding on any other third party or on your Primary Administrator, any Secondary Administrator or any other Authorized User in their individual capacities, or any of their respective executors, administrators, personal representatives, guardians or conservators.
No waiver of any right or obligation under this Agreement by us on any occasion will constitute a waiver of that right on any subsequent occasion. In any event, no waiver by us of any right of ours is effective against us unless it is in a writing signed by us.
If any provision of this Agreement is determined to be invalid or unenforceable by a court or any governmental agency having competent jurisdiction, that provision will continue to be enforceable to the fullest extent permitted by that court or agency, and the remainder of that provision will no longer be considered part of this Agreement. All other provisions of this Agreement will, however, remain in full force and effect.
You acknowledge and agree that any access to or use of the Services constitutes acceptance of the terms of this Agreement, and that this Agreement as it may be amended at any time and from time to time, contains the entire and final agreement and expressly supersedes all prior agreements and understandings, both written and oral, between you and us concerning Business Online Banking or the Services.
Your use of the Services pertaining to wire transfers and/or ACH transactions will also be governed by the terms of the Payment Order Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Payment Order Agreement, the terms of the Payment Order Agreement shall govern.
Your Online Accounts will also be governed by the Account Agreement and if applicable, the terms and conditions of your loan documents. If any provision of the Account Agreement is inconsistent with a provision of this Agreement, the provisions of this Agreement will apply to the Services. If any provision of the Account Agreement is inconsistent with a provision of your loan documents, the provisions of your loan documents will apply to the Services.
MONITORING AND RECORDING
You acknowledge and agree that your telephone calls and other notices and communications you provide to us may be monitored and recorded for training and quality control purposes. We may, and you agree and authorize us to, monitor, record, retain and reproduce your telephone calls and any other notices and communications you provide to us, regardless of how transmitted to us, as evidence of your authorization to act in connection with any bill payment, transfer or other Service. We will not be liable to you or any third party for any losses or damages that are incurred as a result of these actions. We are not, however, under any obligation to monitor, record, retain or reproduce such items, unless required to do so by applicable law.
You and we are not partners, joint venturers or agents of each other as a result of this Agreement.
The section headings used in this Agreement are only meant to organize this Agreement, and do not in any way limit or define your or our rights or obligations.
CAMBRIDGE SAVINGS BANK
P.O. BOX 380206
CAMBRIDGE, MASSACHUSETTS 02238-0206
Customer Contact Center (Live Agent)
Phone: (888) 418-5626
Automated Telephone Service Center
PhoneBankSM: (800) 864-BANK (2265)
Web Site: cambridgesavings.com