PeoplesOnline Cash Management Access Agreement
Table of Contents
A. General Description of PeoplesOnline Cash Management, Definitions and Agreement
B. Accessing Your PeoplesBank Accounts Using this Service
C. Security Information
D. Features and Functions of this Service
E. Fees and Charges
F. General Conditions
G. Business Mobile Banking
H. Cash Management Bill Pay Service
I. Disclaimer of Warranty
K. Your Right to Terminate the PeoplesOnline Cash Management Service
L. Our Right to Terminate Your PeoplesOnline Cash Management Service
A. GENERAL DESCRIPTION OF PEOPLESONLINE CASH MANAGEMENT
1. The Service
PeoplesOnline Cash Management Service (hereinafter, the "Service") is an electronic banking and information service that can be accessed by a business entity (hereinafter, the “Company”) through PeoplesBank’s website at bankatpeoples.com on the Internet. When you use your computer to access the Service through the Internet, you can:
- Obtain account balances and transaction information on your accounts
- Transfer funds to and from your checking, statement savings and money market accounts
- Send secure electronic messages to the bank
- Process Stop payments
- Set Account Alert Notifications
- Utilize Mobile Banking service
- Mobile Check Deposit (preapproval required)
- Initiate Bill payments (preapproval required)
- Initiate ACH transactions (preapproval required
2. The Agreement
The PeoplesOnline Cash Management Access Agreement ("Agreement") is a contract which establishes the rules that govern electronic access to Company accounts at PeoplesBank through the Service. By using the Service, you accept all of the terms and conditions of this Agreement. Please read this Agreement carefully.
The terms and conditions of your Cash Management Agreements, Business Deposit Account Agreement and any other agreements you have with PeoplesBank, including but not limited to any loan agreements, continue to apply notwithstanding anything to the contrary in this Agreement.
For the purpose of this Agreement: "You", "your", and "yours" refer to each authorized representative of the Company that will be using the Service; "We", "Us", "Our" and "Bank" refer to PeoplesBank; "Service" refers to the PeoplesOnline Cash Management Service; “Services” refers to Service, the Mobile Banking Service, the Bill Payment Service or any other service offered hereunder from time to time; "Account" or "Accounts" refers to the deposit or loan accounts that the Company has designated to be accessible through the Service or any other accounts that the Company may designate in the future; "Electronic Funds Transfers" refers to ATM withdrawals, preauthorized transactions, point-of-sale transactions and transfers to and from PeoplesBank accounts using the Service; "Computer" refers to your computer, mobile device (smartphone or tablet), and any other equipment you use to access the Service. In addition, our "Business days" are Monday through Friday, excluding Saturday, Sunday and Federal Holidays and all references to time of day in this document refer to Eastern Standard Time.
B. ACCESSING YOUR PEOPLESBANK ACCOUNTS USING THE SERVICE
a. Eligibility In order to be eligible to use the Service (i) the Company must have an Account with the Bank, (ii) all Accounts must be in good standing, (iii) you must have access to an Internet Service Provider (ISP) and own an e-mail address, and (iv) the Company must complete an Enrollment Form. Once we have received the Enrollment Form, verified the Account information and approved your enrollment, we will complete the enrollment process by activating the Service for the Company’s use.
b. User ID and Password Following verification and approval of your enrollment request, we will issue you an administrator user ID and administrator password via the e-mail address supplied by you during the enrollment process. For the purposes of this Agreement, anyone issued an administrator user ID and administrator password will be referred to as an “Administrator”. For security purposes, the system will prompt you to change your password to a unique password known only to you upon your initial sign-on. This password must be alphanumeric and must be at least 10 characters in length. Passwords should not be associated with any commonly known personal identification, such as social security numbers, address, date of birth, names of children, etc. and should be memorized rather than written down. Please be aware that the Bank does not know or have access to your password and no employee of the Bank will ever ask you for your password. The identity of your password is not and should never be communicated to us. You agree to access the Service as soon as possible in order to select a unique password. Before you use the Service, you should carefully read this Agreement and any other instructions that we may send to you which describe the Service in greater detail. Your use of any aspect of the Service means that you agree to the terms and conditions stated in this Agreement and any other instructions that we may send to you.
c. Secure Access Code In addition to user ID and password, you will be prompted to provide a unique secure access code each time you log-in.
d. Your Responsibility for Access You are solely responsible for the security of your user IDs and passwords and the activities of any Administrators and users you create and for any loss or damage of any kind resulting from acts or omissions of any Account Administrators or users that you create and give administrative or user rights to with respect to your Accounts through the Service. You are responsible for insuring that users are using individual unique Sign-On ID’s. You are also responsible for all loss or injury resulting from any unauthorized use of your user ID and password. Any transaction made using user IDs and Passwords is conclusively presumed to have been authorized by you. You agree that we are authorized to act on any and all instructions received under the user IDs and passwords create by you. You should notify us immediately if the confidentiality or security of any user ID's or passwords created by you have been compromised or any virus has been detected. It is recommended that you and your users change your passwords regularly. Upon 3 unsuccessful attempts to use your password, your access to the Service will be locked. In order to re-establish your authorization to use the Service, contact your company's system administrator or contact PeoplesBank's Cash Management Department at 413.493.7517.
2. Linking Accounts of Additional Businesses and Personal Accounts
a. Linking Business Accounts If you also are authorized to enter into an Agreement for the Service for another business, and if you want to link the Accounts of the other business to the Accounts covered by this Agreement, you will need to execute a separate Agreement for each other business. Upon doing so, you may link the Accounts of the businesses so that you may elect, at your risk and that of each other applicable business (and without risk to the Bank), to use a common Online ID and passcode for the Service for all linked Accounts. You should do this only if you are authorized to link the Accounts of the other business and to use all the functions of the Service for each business.
b. Linking Personal Accounts You may also link an eligible Bank personal Account to the Accounts covered by this Agreement. You may link eligible Accounts only if you are the named owner of the business Account and the personal Account. If you link personal Accounts to your business Accounts, you agree and understand that users and Administrators will be able to view and/or perform transactions with linked personal Accounts, subject to the selected Account or& general service settings as described herein.
c. Decrease or Termination of Authority You further agree to inform Bank if your authority over any linked Account decreases or terminates. Bank is not liable if your authority over any account decreases or terminates until it is informed of the change in authority using the "Notice" requirements of this Agreement.
C. SECURITY INFORMATION
1. Administrator and Assigned User Roles
You may assign administrative rights to any person(s) the Company deems appropriate, who will be responsible for all activities involving the enrolled Accounts. The Administrator(s) may authorize other persons to access or manage such Accounts as an agent of the Company and will determine the level of access for each user, which may include, but may not be limited to, the right to do the following:
- View Depository History
- Transfer funds
- Place stop payments
- Manage users, accounts and access
- Create reports
- Make Mobile Check Deposits – Optional Service
- Initiate Bill payments – Optional Service
Additional services may be available, subject to applications, documentation and registration as may be required by the Bank.
2. Transactions Binding
Transactions submitted with your user ID or a user ID created by you will be deemed effective as if made by you, and you will be obligated to pay us the amount due as a result of such transaction orders, even if they are subsequently determined to be unauthorized. The Company, through its Administrator(s), controls the addition and deletion of Administrators and users and the level of user authority for transactions. You also agree to utilize the security and audit features provided by the Service.
3. Computer Requirements
The Service requires the use of certain software, a Computer (which includes a mobile device, smart phone or tablet), an Internet Service Provider (ISP), and recent browser which utilizes a commercially reasonable level of encryption and complies with current applicable regulatory guidelines. Bank reserves the right to restrict access to the Service depending on the browser version. You are solely responsible for the selection, installation, maintenance and operation of your Computer. You are solely responsible for complying with current applicable security standards and regulatory guidelines. Your Computer must be compatible with our system and operations in order to access your Accounts or to use the Service. We are not responsible for any errors or failures from any malfunction of your Computer or your software, and we are not responsible for any computer viruses or related problems that may be associated with the use of the Service. WE DISCLAIM ALL WARRANTIES REGARDING YOUR EQUIPMENT AND YOUR SOFTWARE, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. Security Procedures
a. Compliance Company shall comply with all security procedures, including but not limited to the procedures set forth in this section, the Internet and Equipment security procedures, the Mobile Banking Service security procedures and the Bill Payment Service security procedures all set forth herein (collectively, the “Security Procedures”) adopted by Bank from time to time with respect to the Service.
b. Maintain Security Company shall maintain the confidentiality and security of all security passwords, codes and procedures provided by Bank. If Company finds that an unauthorized individual has gained access to the security codes and procedures, the Company agrees to notify the Bank immediately. This notification will not impact any transfers made by the bank in good faith prior to receiving notification of a breach in the Company’s security and Company acknowledges that the Bank is not liable for any unauthorized transactions.
c. Dual Authentication Company also has the option of selecting dual control and authentication whereby all transactions will require multiple levels of approval. If multiple approval levels are not activated, Company acknowledges that transactions can be initiated upon the request of one user. Company and users also have the option of establishing alerts to monitor account activity.
d. Purpose of Security Procedures Company acknowledges that the purpose of the Security Procedures is the verification of authenticity of the transactions and not to detect errors in the transactions. Company acknowledges that the Bank has no obligation or liability for detection of errors and agrees that the Security Procedures are commercially reasonable. Compliance with all Security Procedures is the Company’s sole responsibility. Bank has no liability for Company’s failure to comply with Security Procedures or to utilize any optional procedures.
5. Internet and Equipment Security
a. Internet Security The Service and functionality of the services provided will be provided through the Internet. The term “Internet” means the global, publicly accessible, network of interconnected computer networks that transmit data using the standard internet protocol. Company agrees to establish and maintain appropriate security software, security procedures and security training for Internet use and safeguarding any confidential information, including, without limitation, a proxy server and/or firewalls to control and protect Internet access, and prevent unauthorized use of Access Codes and unauthorized transactions. Company agrees to utilize a commercially reasonable level of encryption and comply with current applicable regulatory guidelines.
b. Limitation of Bank Liability In no event will Bank have any liability in connection with and shall not be responsible for, and Company hereby assumes all responsibility and liability for: (i) inability to connect to or use the Service via the Internet or inability to communicate with Bank via the Internet or any Website resulting from a problem with an Internet service provider or online service provider of failure of Company’s computer hardware, software, systems or otherwise, (ii) unknown hazards of Internet use, unauthorized intrusions to Company’s data files, or unauthorized use of any Authorization Code, including, but not limited to interception of any information relating to Company or its Cash Management templates, unauthorized intrusion to use of data relating to Company’s named payees or beneficiaries, any application errors in or security breaches of any Internet browser, or (iii) any data that is lost or destroyed in connection with the use of the Internet.
c. Fraud Detection Company represents, warrants and covenants that it uses commercially reasonable fraudulent transaction detection systems to (i) establish the identity of users who provide payment instructions in person, via the internet or by telephone and (ii) verify the validity of routing-and-transit numbers contained within payment instructions. Additionally, Company warrants that it uses a secure Internet session and commercially reasonable security technology.
d. Intrusion Detection Company will use commercially reasonable efforts to maintain at all times a current industry standard intrusion detection monitoring system that protects its infrastructure against system risk from outside users and vendors. Company will actively monitor the intrusion monitoring system and develop escalation procedures to notify Bank personnel in the event of a security breach. The escalation procedures will be mutually agreed upon between Company and Bank.
e. Encryption To prevent data leakage that can occur when data is migrated intentionally or inadvertently across technologies, Company must use a standard practice of strong encryption methods on any transportable devices that store or process any information and on any data transmitted wirelessly or across a public network (including, without limitation, the Internet). This standard applies regardless of whether Bank’s information is intended to be on the device or not. This standard applies to any transportable devices, such as, but not limited to laptop computer, desktop computer, CD, DVD, or other portable or stationary storage media. For purposes of this Section, “strong encryption” means accepted industry standard solutions that are commercially reasonable and commercially available from industry recognized vendors and that comply with current applicable regulatory guidelines. Company shall periodically review the encryption standard that is being used to ensure compliance with this Section.
f. Security and Confidentiality of Financial Records The Bank will take reasonable steps in connection with the Service to ensure the security and confidentiality of your financial records and transactions under the Service. At all times, you agree to comply with all Security Procedures that the Bank may from time to time impose in connection with your use of the Service. You agree that the security techniques used by the Bank and its agents in connection with the services are commercially reasonable security procedures and, as a result, you assume all risk of loss for unauthorized transactions where the Bank has followed its then current Security Procedures.
6. Data Recording
The information and email messages that you send to us via the "Messages" function may be recorded. By using the Service, you agree to such recording.
D. FEATURES AND FUNCTIONS OF THE SERVICE
1. Hours of Operation
The Service enables you to perform some or all of the following functions in regards to designated Accounts from your Computer virtually any time, day or night, seven days a week, although the Service and some or all of its functions may not be available occasionally due to technical difficulties or emergency or scheduled system maintenance. In the event of scheduled maintenance, we will send you a message in advance via the "Message" function and/or by email and in the event of any extended periods of non-availability, we will post a notice on our website, www.bankatpeoples.com.
2. Obtaining Account Information
The Service enables you to obtain account balances and transaction information with regard to your Accounts. The information available is provided in "realtime" and therefore reflects up to the minute transaction activity. You may obtain account detail information for deposit Accounts such as account number,& interest rate, interest paid year to date and interest paid last year. In addition, for certificates of deposit, the maturity date and term are also provided. You may also obtain account detail information on loan Accounts such as principal balance, interest rate, monthly loan payment, date of next payment due and amount due.
3. Transfer Funds between Accounts
a. Transfers The Service enables you to transfer funds to and from checking, statement savings and money market Accounts. All transfers can be scheduled from a single screen as immediate, future dated or recurring transfers. Note: Some types of loans may not be able to have payments applied through the Service. One-time transfers are processed immediately. Future dated or recurring transfers are made at approximately 6:00 a.m. on the date requested. If the future-dated or recurring transfer is scheduled to be processed on a Saturday, Sunday or bank holiday, it will be done on the following business day.
b. Federal Limits Federal Regulations limit the number of transfers per statement cycle. Transfers out of savings or money market Accounts processed using the Service count toward the allowable maximum number of “pre-authorized” transfers per statement cycle as required by federal regulation. Currently, maximum of six such transfers are allowed within a statement cycle per account. For details, please refer to the PeoplesBank Business Deposit Account Agreement that you received upon opening these Accounts or call any of our offices to obtain a new Business Deposit Account Agreement or a clarification of this federally mandated limitation.
4. Account Alert Notifications
a. General and Security Alerts General and Security Alerts are sent to you following important Account activities or when certain changes are made online to your Online Banking Account, such as a change in your email, profile, password, payment notice or invalid login attempt. You do not need to activate these alerts. We automatically activate them for you.
b. Account Alerts The Service allows you to choose optional alert messages for your accounts (Account Alerts”) which must be activated by you. Each Account Alert has different options available, and you will be asked to select from among these options upon activation of an Account Alert.
5. Email the Bank via a Secure Messages Service
a. Secure Messaging Public email services are not considered secure. As a convenience, in order for you to direct questions about your Account(s) to our Cash Management Department and to provide general feedback, the Bank provides the ability to send messages via secure email Internet connection. You may use this form of secure email to communicate back and forth on any type of banking problem, question or request in a secure messaging environment. The Bank's Cash Management Department will address your problem, question or request and provide a prompt response to your communication.
b. Limits You cannot use secure email or the Messages function to initiate transactions on your Account(s). Please use the appropriate functions within the Service for banking transactions. In addition, the Bank may not retrieve messages immediately and therefore, you should not rely exclusively on the Messages service if you need to communicate with the Bank immediately. For example, if you need to stop payment on a check, report a lost or stolen debit card or report an unauthorized transaction on one of your accounts, we recommend that you call our Company Relations Department immediately at 413.538.9500.
E. FEES AND CHARGES
1. PeoplesOnline Cash Management
The use of the Service is free for the Company. All other fees and charges listed in PeoplesBank's Business Banking Service Charges Brochure as well as Business Mobile Deposit, PeoplesOnline Cash Management Bill Pay and Cash Management Product fees and charges will continue to apply and the Company must pay any additional reasonable charges for services you request that may not be included in this Agreement or any service charges brochure. You are also responsible for telephone and Internet service fees you incur in connection with your use of the Service.
F. BUSINESS MOBILE BANKING
1. Mobile Banking Service
You have the option of accessing the Service by enrolling to use an internet enabled mobile device which is capable of accessing the Bank’s Mobile Banking services ("Mobile Banking Service"). When using Mobile Banking Service you may:
- Review account balances, account details and transaction history
- Make one-time funds transfers between established Accounts
- Make deposits using our Business Mobile Deposit service
- Initiate payments or collections from recipients previously established within the Service
- Send or Receive Secure Messages to/from the Bank
- Receive alerts requesting you to authorize transactions
2. Mobile Banking Service Terms and Conditions
When you use the Mobile Banking Service you agree to the following terms and conditions:
- We may send any message through your Internet service provider in order to deliver them to you;
- You agree that your communication services provider is acting as your agent in this capacity;
- We will determine in our sole discretion what information we make available through Mobile Banking Service;
- You agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability cost and expenses (including reasonable attorneys' fees) arising from your provision of a phone number that is not your own or your violation of applicable federal, state or local law, regulation or ordinance;
- You agree to the terms of the Business Mobile Deposit Agreement, which is incorporated by reference herein and made a part hereof.
Your Company Administrator(s) may cancel Mobile Banking Service within the Service or by calling PeoplesBank Cash Management department at 413.493.7517 during business hours.
3. Mobile Device Carrier
a. Mobile Carrier Agreements You agree that any use by you of the Mobile Banking Service may be also subject to the terms and conditions of any agreements you have with third party service providers, such as your Mobile Device carrier and that this Agreement does not amend or supersede any of those agreements. Those agreements may contain requirements and limitations, including your responsibility for fees and charges, which may impact your use of the Mobile Banking Service. You agree that you are solely responsible for all such fees, service charges, limitations and restrictions.
b. Responsibility of Mobile Carrier Only your Mobile Device carrier is responsible for its products and services. You agree to resolve any problems with your wireless provider directly without involving us.
c. Bank Not Responsible for Device or Network We assume no responsibility for the operation, security, functionality or availability of any wireless phone device or mobile network which you utilize to access the Services.
d. Inaccessibility You acknowledge that Mobile Banking Service may not be accessible over some mobile networks.
4. Business Mobile Deposit Service
a. Business Mobile Deposits The Business Mobile Deposit Service (the “Mobile Deposit Service”) allows you and/or your authorized representatives once approved to use the Bank’s Mobile Banking Apps to make deposits to your Accounts from home, office, or other remote locations (individually a "Business Mobile Deposits") by taking photos of the front and back of original checks and transmitting the digital images ("Images") and associated deposit information to us or our processor with your Mobile Device.
b. Limits We may establish daily and 30-calendar day rolling limits on the dollar amount and/or number of Images or Business Mobile Deposits from time to time. The 30-calendar day limits are calculated based on your total Business Mobile Deposit activity across all of the Accounts that you use with this service. If you attempt to initiate a Business Mobile Deposit in excess of these limits, we may reject your Business Mobile Deposit and you may deposit the check(s) in a manner consistent with other methods for making deposits provided by the Bank (such as at a branch or ATM or by mail). If we permit you to make a Business Mobile Deposit in excess of these limits, such Business Mobile Deposit will still be subject to the terms of this Agreement, and we will not be obligated to allow such a Business Mobile Deposit at other times. Your dollar deposit limits may be obtained by contacting the Bank. Bank reserves the right to change the limits. Any such change shall be effective immediately and may be implemented prior to your receipt of notice thereof.
c. Conflict Your use of the Mobile Deposit Service is governed by the terms of this Agreement. If there is any conflict between the terms of this Agreement and of any other documents regarding the Business Mobile Deposit Service described herein, this Agreement shall control.
d. Messages and Notifications You acknowledge that messages displayed on your Mobile Device will be the primary means of communication for the Business Mobile Deposit Service. You agree that you will, in a timely manner, review messages and notifications you receive from us and check your Account to confirm it reflects recent activity.
e. Provisional Credit and Funds Availability After acceptance of the Business Mobile Deposit, Bank shall process the Business Mobile Deposit along with other transactions received prior to the Cut-Off Time, defined below, by Bank and grant the Account Provisional Credit (as herein defined) for the total amount of the Business Mobile Deposit or the accepted Business Mobile Deposit, as applicable. As used herein, “Provisional Credit” means that the credit is made to your Account subject to final payment of the Check Image and subject to the terms of the Deposit Account Agreement. For the purpose of determining availability of funds, Bank may hold funds for the period of time permitted by Bank’s funds availability disclosure. Business Mobile Deposit funds for Business Mobile Deposit s made before the Cut-Off Time are available in accordance with our Funds Availability Disclosure contained in the Deposit Account Agreement.
f. Checks Deposited and Security Interest You hereby agree that you will only scan and deposit a check(s) as the term check is defined in Regulation CC issued by the Board of Governors of the Federal Reserve System (12 C.F.R. Part 229) (“Reg CC”) . You agree that the Image of the check that is transmitted to Bank (each such check and other item a “Check” and, if more than one, “Checks”) shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code (1990 Official Text). You further agree that you will not use the Business Mobile Deposit Service to deposit any Checks or other items that: (a) are payable to any person or entity other than you, (b) are prohibited by Bank’s then current procedures pertaining to the Business Mobile Deposit Service (“Mobile Deposit Procedures”) or are in violation of any law, rule or regulation, (c) you know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the Check is drawn, (d) have not been previously endorsed by a bank and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without Bank’s prior written consent, (e) are drawn on financial institutions that are located outside of the United States or Territories of the United States, (f) are U.S. Treasury checks (h) are checks issued by an insurance company, and (g) are not acceptable to Bank for deposit into a deposit account as provided in the Deposit Account Agreement (Checks described in clauses (a) through (g) each a “Prohibited Check” and, collectively, “Prohibited Checks”). If you deposit a Prohibited Check, you agree to indemnify and reimburse Bank for, and hold Bank harmless from and against, any and all losses, costs and expenses (including reasonable attorney’s fees) Bank may incur associated with any warranty, indemnity or other claim related thereto. Furthermore, if, after first having obtained Bank’s written consent to do so, you provide Bank with an electronic representation of a substitute check for deposit into an Account instead of an original Check, you agree to indemnify and reimburse Bank for, and hold Bank harmless from and against, any and all losses, costs and expenses (including reasonable attorney’s fees) Bank incurs because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments. You grant Bank a security interest in all Accounts or other deposits whether general or special) of yours at the Bank, and in all funds in such Accounts or other deposits, to secure your obligations to Bank under this Agreement. This security interest will survive termination of this Agreement.
g. Requirements Each Image must provide all information on the front and back of the original Check at the time presented to you by the drawer (the person or entity from whose account the Check was written), including, but not limited to, information about the drawer and the paying bank that is preprinted on the original Check, MICR information, signature(s), any required identification written on the front of the original Check and any endorsements applied to the back of the original Check. The image quality must meet the standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and any other regulatory agency, clearing house or association. Endorsements must be made on the back of the Check and include your signature and your account number and "FOR BUSINESS MOBILE DEPOSIT ONLY." You acknowledge and agree that you shall be liable to us for any loss we incur caused by a delay or processing error resulting from an irregular endorsement or other markings placed on the Check by you.
h. Receipt of Deposit All Images processed for deposit through Business Mobile Deposit will be treated as "deposits" under your current Deposit Account Agreement with us and will be subject to all terms of the Deposit Account Agreement and any amendments to such Deposit Account Agreement. To be eligible for processing on the day transmitted, Business Mobile Deposit s must be received and approved by Bank on or before the cut-off time established by Bank from time to time (the “Cut-Off Time”) on a Business Day that the Bank is open. A Business Mobile Deposit that is received after the Cut-Off Time shall be deemed to have been received on the Business Day following the Business Day on which the Business Mobile Deposit is actually received by Bank. Cut-Off time information is available in a document entitled “PeoplesBank Business Mobile Deposit FAQ’s” which may be obtained at bankatpeoples.com. When we receive an Image, we will confirm that you have submitted the Image via a message displayed on your Mobile Device. The message will advise you that we have either accepted or rejected your Business Mobile Deposit or that your Business Mobile Deposit needs to be reviewed. You agree that Bank has no obligation to accept a Business Mobile Deposit and, therefore, we reserve the right to reject any Business Mobile Deposit or the Images or other information contained therein transmitted through this Service, at our discretion, without liability to you. It is your responsibility to check notifications from the Bank for any rejected submissions and contact the Bank to address the reason for such rejection. You acknowledge and agree that Bank shall have no liability to you for failing to provide notice of rejection of a Business Mobile Deposit. You agree that you shall be solely liable for, and Bank shall not have any liability whatsoever to you for, any Business Mobile Deposit or the Images or other information contained therein that are not received by Bank. You also agree to be liable for Business Mobile Deposits or the Images or other information contained therein that are intercepted or altered by an unauthorized third party or dropped during transmission.
i. Original Checks After you have received confirmation that your Business Mobile Deposit has been approved for deposit, you should mark the Check as having been deposited. You agree to securely store the original Check for a period of fourteen (14) calendar days from the date of the Image transmission (such period the “Retention Period”). During the Retention Period, you shall take appropriate security measures to ensure that: (a) the information contained on such Checks shall not be disclosed, (b) such Checks will not be duplicated or scanned more than one time and (c) such Checks will not be deposited or negotiated in any form. Upon expiration of the Retention Period, you shall destroy the original Check you transmitted as an Image using a commercial reasonable method of destruction that will result in the paper based item being unprocessable and all sensitive personal and financial information undecipherable. You hereby indemnify Bank for, and hold Bank harmless from and against, any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind, and regardless of the theory upon which the same is (are) based, caused directly or indirectly by, arising out of, related to, in connection with or resulting wholly or partially from, the destruction of original Checks by you. During the Retention Period, you agree to promptly provide the original Check to the Bank upon request.
j. Contingency Plan The Business Mobile Deposit Service may not be available at any time for any reason outside of our reasonable control. You agree that in the event you are not able to capture, process, produce or transmit a Business Mobile Deposit to Bank, or otherwise comply with the terms hereof or of the Mobile Deposit Procedures, for any reason, including, but not limited to, communications, equipment or software outages, interruptions or failures, you will make the deposit in a manner consistent with other methods for making deposits provided by Bank until such time that the outage, interruption or failure is identified and resolved. You hereby acknowledge and agree that Bank shall not be liable to you for any loss or damage of any nature sustained by you as the result of your inability to use the Business Mobile Deposit Service. The deposit of original Checks through these other methods shall be governed by the terms and conditions of the Deposit Account Agreement and not by the terms of this Agreement.
k. Returned Deposits If Images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including, but not limited to, issues relating to the quality of the Image, you understand and agree that, since you either possess the original Check or have destroyed it in accordance with the original Check provisions in this Agreement, the original Check will not be returned, and Bank may charge back an Image of the Check to your Account. You understand and agree that the Image may be in the form of an electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by Bank, you agree not to deposit the original Check if an Image or other debit as previously described is charged back to you.
k. Your Warranties You make the following warranties and representations with respect to each Image submitted for Business Mobile Deposit:
l. Checks Deposited Each Image transmitted by you to Bank is in accord with and complies with the terms, conditions and procedures of this Agreement, the Mobile Deposit Procedures and the Deposit Account Agreement;
ii. Image Quality Each Image transmitted by you to Bank contains an accurate representation of the front and the back of each Check and complies with the requirements of this Agreement;
iii. Accuracy of Information All data and other information submitted by you to Bank, including, but not limited to, data contained in the MICR line of each Check is complete and accurate and complies with the requirements of this Agreement;
iv. No Duplicates Each Image submitted to the Bank complies with your agreement not to: (a) create duplicate Images of the Checks, (b) transmit a duplicate Image to Bank, or (c) deposit or otherwise negotiate the original of any Check of which an Image was created. You further warrant that no subsequent transferee, including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked to pay the original Check from which the Image was created or a duplication (whether paper or electronic, including ACH entries) of such Check;
v. No Loss No subsequent transferees of the Check or Checks, including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check;
vi. Information All information provided by you to Bank is true, complete and accurate in all respects;
vii. Authority and Legality This Agreement is valid and enforceable against you in accordance with its terms; and the entry into, and performance of, this Agreement by you will not violate any law, or conflict with any other agreement, to which you are subject;
viii. No Litigation There is no action, suit or proceeding pending or, to your knowledge, threatened, which if decided adversely, would adversely affect your financial condition or operations;
ix. Transactions Each Image submitted to the Bank and related transactions are, and will be, bona fide. All signatures on Checks are authentic and authorized;
x. Compliance Each Image submitted to the Bank is in compliance with this Agreement, the Mobile Deposit Procedures, and the Rules;
xi. Indemnity Unless caused by our intentional misconduct or gross negligence, you agree to indemnify, defend and hold us, our affiliates, employees and agents, harmless from any and all third party claims, liability, damages, expenses and costs caused or arising from a third party claim, dispute, action or allegation of infringement, misuse or misappropriation based on information, data, files or otherwise in connection with your use of the services or your violation of any law or rights of a third party. You will honor your agreement to and will indemnify Bank for, and hold Bank harmless from and against, any and all claims, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from a breach of any of your warranties, representations and/or obligations under this Agreement or any other agreement between you and Bank, including, but not limited to, the Deposit Account Agreement. The terms of this paragraph shall survive the termination of this Agreement;
xii. Hardware and Software Requirements To use the Business Mobile Deposit Service, you will need a compatible and supported Mobile Device which you are responsible for providing. The Mobile Device that you use may be subject to unauthorized tracking or other manipulation due to "spyware" or other malicious code. We are not responsible for advising you of the existence or potential effect of such malicious code, and your use of your software and hardware is at your own risk. We do not guarantee functionality or availability of the services on all Mobile Devices;
xiii. Security and Use We reserve the right at all times to take actions to protect the services, our systems and information, including denying you access to the services in whole or in part. We will attempt to secure the services to prevent, among other things, access by unauthorized persons and the introduction of any malicious code, such as a computer virus. However, no security system is failsafe, and despite our efforts the security of the services could be compromised or malicious code could be introduced by third parties. You agree to immediately notify us of any unauthorized use of the services or any other breach of security known to you and you shall cooperate with us in investigations and other actions taken with respect to same. We make no representations that the services will be available for use in locations outside of the United States and accessing services from locations outside of the United States is at your own risk. Anyone using your Mobile Device and your password can access your Account and have full access to the services in the same manner as you can. If anyone uses your Mobile Device and/or password with or without your permission, you will be responsible for any transactions performed by that person with respect to your Account. You agree to take every precaution to ensure the safety, security and integrity of your Account and transactions when using the services. You agree to keep your Mobile Device and password safe, confidential and secure, not to record the password or otherwise disclose or make the password available to anyone other than authorized users of your Account. You accept responsibility for making sure that you know how to properly use your Mobile Device and we will not be liable to you for any losses caused by your failure to properly use the service or your Mobile Device.
G. CASH MANAGEMENT BILL PAYMENT SERVICE
1. Bill Payment Service
You have the option of accessing the Cash Management Bill Payment Service (the “Bill Payment Service”) from your computer or by enrolling to use an internet enabled mobile device which is capable of accessing the Bank’s Mobile Banking Service. If you have chosen this option and are approved by the bank, you may make payments from a checking Account(s) that you have designated for bill payment. Your payments will be made either electronically to the person or business you are paying ("payee") or by sending the payee a paper check. The Bank reserves the right to decline to make payments to certain persons and entities.
2. Scheduling and Processing
a. Scheduling The Bill Payment system will show a “Process” date (the “Process Date”) and an “Estimated Arrival” date (the “Estimated Arrival Date”) of the payment when you select the calendar. It is advised that you schedule payments in advance to ensure that the Estimated Arrival Date is on or before the payment due date. While most payees can be paid by using the bill payment feature, we reserve the right to refuse to pay certain payees. You agree that payment transactions executed through an automated clearinghouse will be subject to the rules of NACHA (formerly known as the National Automated Clearinghouse Association). >
b. Process Date vs. Estimated Arrival Date When scheduling a bill payment, note the difference between the Process Date and the Estimated Arrival Date; the Process Date is the date we will attempt to deduct the payment amount from your designated Account. If the attempted deduction fails because you did not have enough funds in your primary Account, the transaction will be cancelled and you will be responsible for rescheduling. If you schedule a payment with the Process Date as the current date, you must have adequate available funds in your Account at the time the payment is scheduled. The funds will be deducted around 3:00 pm on that day if it is a Business Day. If you schedule a payment with the Process Date in the future, there must be adequate available funds in your account when we attempt the deduction. This can occur anytime between 12:01 am and 3:00 pm EST of the day before the Process Date. The Estimated Arrival Date is the date that you can expect the payee to receive your payment. The Estimated Arrival Date for your payment should be no later than the due date the payee has indicated for the payment.
c. Transaction Modes When scheduling a bill payment you will have the choice of three transaction modes: Immediate; Future; and Recurring.
d. Processing Funds will be taken out of your designated funding Account on the Process Date entered by you. In many cases, your Bill Payments are& electronically delivered to the payee within two business days of the Process Date. However, some payees are not set up to accept electronic payment. In these cases, a check will be sent, which may take five business days to process and deliver to the payee. The Bill Payment Service provides an indication of how many days to allow for each payee you designate. You must allow sufficient time (2 or 7 business days, as indicated) for the Bill Payment Service to receive your request and process the Bill Payments so that the funds can be delivered to the payee before the payment due date, or for mortgage payments, on or before the due date (the due date shown on your invoice or provided in your agreement with the payee, not taking into account any grace period provided by the payee). If you do not allow sufficient time, you will assume full responsibility for all late fees, finance charges, or other actions taken by the payee.
e. Bank’s Responsibility The Bank is responsible only for exercising ordinary care in making payments upon your authorization and for mailing or sending a payment to the designated payee. If you schedule your payment, regular or rush, with sufficient time, excluding any grace period, and the payment was not received by the payee, or was received late, as a result of a failure on the part of the Bank, the Bank will cover up to $50 in late fees. The Bank is not liable in any way for damages you incur if you do not have sufficient funds in your account to make the payment on the processing date, if the estimate of time to allow for delivery to the payee is inaccurate, or a delay in mail delivery, changes of merchant address or account number, the failure of any merchant to account correctly for or credit the payment in a timely manner, or for any other circumstances beyond the control of the Bank.
f. Notification of payment not processed The Bank will notify you in an e-mail message, in accordance with the terms of this Agreement, of a bill payment that is not processed because there are insufficient funds available in your account. A new payment will be required to be submitted. You assume all responsibilities for any fees, interest or penalties associated with payments that cannot be processed or are rejected for insufficient funds. In no case will we automatically resubmit a payment for you after funds have become available.
g. Stopping or Modifying Authorized Payments Payments designated as “Immediate or rushed” transactions cannot be stopped, canceled, or changed once your Service session is terminated. Except as stated below, in order to request a stop payment or change a Bill Payment transaction designated as “Future” or “Recurring,” you must contact the Bank as set forth herein and follow the instructions provided to you.
h. Canceling Bill Payments We may cancel a bill payment if we have reasonable belief that the payment is fraudulent; however this should not be deemed to imply that the Bank has any obligation to determine if fraud has occurred. In no event will Bank have any liability in connection with and shall not be responsible for, and Company hereby assumes all responsibility and liability for: paying any bill that has been authorized by you. If we do cancel a payment, we will attempt to promptly contact you to inform you of this action.
3. Bill Payment Transaction Limits
The Bill Payment Service has a per transaction limit up to $25,000.00 or your available account balance, whichever is less.
4. Bill Payments Account Designation and Payees
Bill Payments you make through the Bill Payment Service will be deducted from your designated funding Account. You may utilize the Bill Payment Service to make Bill Payments up to a maximum transaction limit of $25,000.00. Any payee you wish to pay through the Bill Payment Service must be payable in U.S. Dollars and located in the United States. Each payee must appear on the payee list you create, and the account you are paying with must be in your name.
H. GENERAL CONDITIONS
1.Future Modifications and Changes
We may modify the Service, the Mobile Banking Service, the Bill Payment Service or any other service offered hereunder from time to time (collectively, the “Services”) and in accordance with applicable law. Additional functions, services, features or accounts may become accessible through the Service in the future, and as each becomes available you will be provided with a description of each such function, service, feature or account and associated fees and charges, if any, and will be given the opportunity to access each through the Service. Your use of these new functions, services, features or accounts shall mean that you agree to any additional terms and conditions as well as payment of associated fees and charges, if any. In addition, we reserve the right to discontinue or delete any functions, services, features or accounts from the Service or to modify any services, features or accounts.
2. Disclosure of Information to Others
a. Non-Disclosure The Bank does not (except in the limited circumstances discussed below) disclose confidential information about you or the services that you use to third parties, outside of the vendors that help us to process transactions and provide services to you, unless you have specifically asked or authorized us to do so. Third party vendors that we hire to provide banking or related services are not allowed to use your confidential information for their own purposes and are contractually obligated to use your confidential information only for the performance of the specific service that we have requested.
b. Exceptions The Bank will not share your confidential information outside of the vendors that help us to process transactions and provide services except in the following limited circumstances:
- Where it is necessary in order for us to provide the services governed by this Agreement;
- In order to verify the existence and condition of the Company Accounts for a third party, such as a payee or holder of a check or a credit bureau;
- In order to report our experience regarding the Company Accounts or transactions to financial institutions and credit reporting bureaus;
- In order for us to obtain information about you from others, such as a credit bureau, in connection with the opening or maintaining of your account or in connection with approving your access to the Service;
- To collect any debt that you may owe to us;
- In order to comply with laws, government agency rules or orders, court orders, subpoenas or other legal processes;
- In order to give information to any government agency or official having legal authority to request such information;
- When you have given us your written permission or as otherwise permitted by the PeoplesBank Deposit Account Agreement or the Electronic Funds Transfer Agreement and Disclosures.
3. Periodic Statements
a. Statements The periodic statements that you receive on checking, statement savings or money market Accounts will include any transfers or bill payments that you complete through the use of the Service as well as all of your other account activity.
b. Error Notification In case of errors or questions about your transactions, you should contact PeoplesBank's Cash Management Department at 413.493.7517 or send and email to firstname.lastname@example.org or within PeoplesOnline by clicking on the Messages tab. You may also write us at:
Attn: Cash Management
330 Whitney Avenue
Holyoke, MA 01040
If you tell us orally about a question or error, we may require your complaint or question in writing within 14 business days.
In all cases, you should:
- Tell us your name and the Account number(s) involved;
- Describe the error or the transfer that you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information;
- Tell us the dollar amount of the suspected error.
c. Responsibility of Company to Examine You must examine each statement of account with "reasonable promptness." If you discover (or reasonably should have discovered) any unauthorized signatures or alterations, you must promptly notify us of the relevant facts. As between you and us, if you fail to do either of these duties, the Company will have to either share the loss with us, or bear the loss entirely (depending on whether we used ordinary care and, if not, whether we substantially contributed to the loss). The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer.
d. Responsibility of Company to Report You agree that the time you have to examine each statement and report to us will depend on the circumstances, but will not, in any circumstance, exceed a total of 30 days from when the statement is first sent or made available to you.
e. Failure to Report You further agree that if you fail to report any unauthorized signatures, alterations, forgeries, or any other errors in your account within 60 days of when we first send or make the statement available, you cannot assert a claim against us on any items in that statement, and as between you and us the loss will be entirely yours, This 60 day limitation is without regard to whether we used ordinary care. The limitation in this paragraph is in addition to that contained in the first paragraph of this section.
4. Our Liability for Failure to Process Transfer
If we do not complete a transfer to or from an Account on time or in the correct amount, according to the Agreement with you, when the Company have properly instructed us to do so, solely as a result of fault on our part, we will only be liable to the Company for your actual losses if they were directly caused by our failure. However, there are some exceptions. We will not be liable, for instance:
- If through no fault of ours, the Company does not have sufficient available funds in the account;
- If through no fault of ours, the Company does not have sufficient available funds in an overdraft protection account;
- If a court order such as a garnishment or other legal process prohibits withdrawals from the account;
- If the Company’s Account is closed or if it has been frozen;
- If you, or anyone authorized by you, commits any fraud or violates any law or regulation or if we have reason to believe that a transaction has not been properly authenticated or is fraudulent;
- If the Service was not working properly and you knew or should have known about the problem when you attempted to authorize a transfer or bill payment;
- If any electronic terminal, telecommunication device, or any part of the Service is not working properly;
- If you have not properly followed the instructions for using the Service or if your computer or other equipment fails or malfunctions;
- If circumstances beyond our control such as fire, flood, interruption in telephone service or other communication lines, delays or losses of payments caused by the U.S. Postal Service or problems arising in connection with transmissions over the Internet, acts of God or other conditions beyond our control prevent the transfer, despite reasonable precautions that we have taken. We will be responsible for acting only on those instructions sent through the Service which we actually receive;
- Any indirect, incidental, special or consequential damages that the Company might suffer because of our failure to complete a transfer;
- Any indirect, incidental, special or consequential damages, if our failure was not intentional and resulted from bona fide error, notwithstanding our procedures to avoid such error, except to the extent such limitation of liability is not permitted by law.
- Other exceptions to our liability as stated in the PeoplesBank Business Deposit Account Agreement or any other applicable agreement;
Our sole responsibility for an error in a transfer will be to correct the error and reimburse the Company for actual losses, if applicable, but in no case shall we be liable for any indirect, incidental, special or consequential damages except to the extent such limitation of liability is not permitted by law.
5. The Company’s Liability for Unauthorized Transfers or Bill Payments
The Company is responsible for all transfers you authorize using the Service. If you permit other persons to use the Service or your Sign-On ID and Password, the Company is responsible for any transactions they authorize from your accounts. The Company will not have the benefit of any consumer law limiting liability with respect to the unauthorized use of the Service.
6. Contacts in the Event of Lost or Stolen Sign-On ID or Password or Unauthorized Transactions
Contact us AT ONCE if you believe that your or your authorized representatives’ Sign-On ID or password has been lost, stolen, used without your authorization, or otherwise compromised or if you believe that someone has transferred or may transfer money from your accounts without the Company’s permission. An immediate telephone call to us is the best way to minimize any possible losses. In such event, call us immediately at:
PeoplesBank's Cash Management, 413.493.7517
You may also contact us by electronic mail within the Service which can be accessed from our website, www.bankatpeoples.com, or you may write us at:
Attn: Cash Management
330 Whitney Avenue
Holyoke, MA 01040
7. Authorization to Charge Accounts
You authorize us to charge your designated Account(s) for any transactions accomplished through the use of the Service, including the amount of any Bill Payment or transfer that you make, and any charges for the Service. You authorize us to process Bill Payments and to transfer funds according to the instructions we receive, if the instructions are received from you through the Service. You authorize us to initiate any reversing entry or reversing file, and to debit your accounts at or elsewhere, in order to correct any mistaken credit entry. You understand that if a Bill Payment or transfer request describes the beneficiary inconsistently by name and account number, execution of the request will occur on the basis of the account number, even if it identifies a person different from the named beneficiary.
8. Security Procedures
You represent that you have read this agreement and considered the Security Procedures of the Service, the Mobile Banking Service and Bill Payment Service and find that the Security Procedures are commercially reasonable for verifying that a bill payment, transfer or other transaction or communication purporting to have been issued by you is, in fact, yours. In reaching this determination, you have considered the size, type and frequency of bill payments, transfers or other transactions and communications that you anticipate issuing to the Bank.
I. DISCLAIMER OF WARRANTY
You acknowledge that it is not possible for our Services to be totally free from operator, programming or equipment error, and that error in processing and compiling data may occasionally occur. As such, you agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transaction. If we are unable to provide the Services for any reason, we will promptly inform you of the problem and will take reasonable steps to resume processing.
We may assign our rights and delegate our duties under this Agreement to any other party.
K. YOUR RIGHT TO TERMINATE THE PEOPLESONLINE CASH MANAGEMENT SERVICE
You may cancel the Service at any time by sending us an email using the "Messages" function in the Service or by calling our Cash Management Department at 413.493.7517. You may also send cancellation instructions by postal mail to:
Attn: Cash Management
330 Whitney Avenue
Holyoke, MA 01040
Or send us a fax to 413.532.5521
Your access to the Service will end within 2 business days of our receipt of your instructions to cancel the Service.
If you terminate your use of the Service, you authorize us to continue making transfers and bill payments that you have previously scheduled until such time as we have had a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will make no further transfers or bill payments from your accounts, including any transfers or bill payments that you have previously scheduled. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.
L. OUR RIGHT TO TERMINATE YOUR PEOPLESONLINE CASH MANAGEMENT SERVICE
We may terminate some or all of the Services governed by this Agreement, with or without cause, by giving 30 days prior notice to you. We may also terminate the services immediately for various reasons, including, but not limited to, the following:
- You breach any agreement with us
- We have reason to believe that an unauthorized transaction has taken or may take place involving your account or a service we provide
- We have reason to believe that your accounts or a service we provide have been or may be compromised in any way
- You become insolvent or the subject of a bankruptcy or dissolution proceeding
- You make any assignment for the benefit of creditors
- You generally fail to pay your debts as they become due
- Your payment account is overdrawn
- You close your payment account
- You do not use the Service for a one 1 year period
If we terminate your use of the Service, we reserve the right to make no further transfers or bill payments from your accounts, including any transactions that you have previously scheduled. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.
This Agreement is also subject to applicable federal laws and the laws of the Commonwealth of Massachusetts (except to the extent that this Agreement can and does vary from such rules or laws). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs and successors, and the Bank’s successors and assigns. Certain obligations of the parties pursuant to this Agreement that by their nature would continue beyond the termination, cancellation, or expiration of this Agreement shall survive termination, cancellation, or expiration of this Agreement. This Agreement, together with any account and fee disclosures, constitutes the entire agreement between you and the Bank with respect to the subject matter in this Agreement and there are no understandings or agreements relative to the Service, which are not fully expressed herein. We may at any time (subject to legal restriction) amend this Agreement. We will notify you of any amendment to this Agreement at least 30 days prior to the effective date of the amendment. The Service and your accounts will be governed by the Agreement as amended.
Holyoke, Massachusetts 01040 413.538.9500, Connects to All Offices
Secure Email Privacy/Security Identity Theft
Updated February 17, 2016