1. The Bank will make available to the Company a computerized cash management system known as BizBanker (the "System"), which will enable the Company to gain computer access to account balance information and other services ("Transactions"). The BizBanker Service Application sets forth those accounts of the Company (the "Accounts"), which may be accessed by the Company under the terms of this Agreement.
2. Access to Information.
The Bank will provide the Company with computer access to such information regarding the Accounts as selected on your Enrollment Application.
The following describes the services available on BizBanker.
A. Internal Transfers. The Company may initiate transfers of funds between Accounts.
B. Bill Payments. The Company can make one-time and from time to time payments from its designated bill payment Account to companies or individuals (Payees) Company selects using Bill Payment Service. Refer to the Bill Payment Disclosure for additional terms.
C. Automated Clearing House ("ACH") Transactions. Upon Bank approval, the Company may arrange to initiate origination of ACH transactions (Direct Deposits, Direct Payments and Direct Debits). Refer to the Originating Depository Financial Institution - Originator (Corporate) Agreement (ACH) for terms, limitations and liabilities.
D. Stop Payments of checks issued by the Company. The Company may initiate stop payment requests on checks it issues. Stop Payment requests are subject to the Terms and Conditions of Company's Account and are accepted on business days.
E. Wire Transfer Service. Upon Bank approval, the Company may arrange to initiate wire transfers (in US dollars or Foreign Currency). Refer to the Commercial Funds Transfer Agreement - BizBanker for additional terms, limitations and liabilities.
4. Company Responsibilities
Company acknowledges that this Agreement does not supersede any of the Terms and Conditions governing Company’s Accounts as disclosed on account signature card, Rules and Regulations, Account Disclosures or other documents previously provided and amended from time to time.
The following provisions shall be applicable to Transactions performed under the Services:
A. Company agrees not to initiate any Transactions that would exceed the Account's Available Balance, according to Bank's records.
B. Company agrees that Bank may act upon any Transaction request that is made as described in the Services above, whether or not the person initiating the request has the authority to do so.
C. Bank will act upon any request after receipt by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other third party if such request is received prior to the Bank cutoff deadline applicable to the Service and the day of receipt is a business day. Any request received by Bank after the cutoff deadline may be treated as received by Bank on its next business day.
D. Bank may reject any request which either in whole or in part, exceeds the Available Funds on deposit with Bank in the applicable Account. Bank may, at its discretion, create an overdraft to complete a request, and Company agrees to repay Bank immediately, the amount of the overdraft, whether or not demand is made. Bank is not obligated, however, to create any additional overdrafts or to give any notice that additional overdrafts will not be created, regardless of how many overdrafts may have been created previously.
E. Bank may reject a request that does not conform in form and substance with the Bank’s requirements.
F. Company shall have no right to cancel or amend a request to initiate a Transaction after its receipt by Bank, except as provided in Section 6 below. If, however, Bank receives a request to cancel or amend a request, Bank at its option may make a reasonable effort to attempt to cancel or amend the request if Bank has not yet acted upon it.
G. Company acknowledges and agrees that a beneficiary's bank (including the Bank when it is the beneficiary's bank) may rely solely on the beneficiary account number in a funds transfer request or such number in a Bill Payment intended to carry out a funds transfer request even if the number identifies a person different from the person identified by name in the funds transfer request or Bill Payment, and Company agrees that a beneficiary's bank (including the Bank when it is acting as a beneficiary's bank) has no duty to detect any inconsistency in identification.
H. Company acknowledges and agrees that the Bank and any intermediary bank may rely solely on the number that identifies an intermediary bank or beneficiary bank in a funds transfer request or in a Bill Payment intended to carry out a funds transfer request even if such number identifies a bank different from the intermediary bank or beneficiary bank identified by name in the funds transfer or payment order, and Company agrees that neither the Bank nor any intermediary bank shall have any duty to identify any inconsistency in identification.
I. For funds transfer requests subject to the Uniform Commercial Code (“UCC”) or applicable federal regulation, Bank will not be liable for any expense or claim arising out of or relating to its performance other than those damages required to be paid under the applicable UCC or applicable federal regulation, provided, however, that Bank shall not be liable for any damages to the extent otherwise provided in the agreement. In no event will Bank be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits. Bank shall not be responsible for the acts or omissions of any funds transfer system, any Federal Reserve Bank, any intermediary or beneficiary's bank, or any recipient of a payment or a payment order intended to carry out a funds transfer request and no such person or entity shall be deemed to be Bank's agent.
J. The Company shall be liable for any expenses the Bank incurs in collecting what is owed in connection with the Service, to the extent permitted by law, including reasonable attorney’s fees and court costs. The Services provided are provided by the Bank and may be revoked at any time.
Company represents and warrants that all Transactions hereunder shall be properly authorized and Bank shall have no obligation to verify, by telephone or by any other means, any Transaction request.
6. Canceling Transactions.
I. Canceling Payments. To cancel future dated payments, Company must sign into BizBanker and follow the prompts provided. Company may cancel a payment up to the date Company scheduled it for processing. Instructions must be transmitted by Company prior to the cutoff time on the date the transaction was scheduled to be processed.
II. Stop Payment On Checks Company Issues. Please refer to Deposit Account Terms and Conditions.
III. Internal Account Transfers. The Company cannot cancel an internal transfer.
IV. Wire Transfers. Please refer to the Commercial Funds Transfer Agreement - BizBanker.
If Company cancels a payment in accordance with the above instructions and Bank does not honor Company's instructions, Bank will only be liable for Company's economic losses or damages related to the specific transaction.
7. Security Measures and Operating Procedures.
A. General. By using the BizBanker Service, Company acknowledges and agrees that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. Company recognizes that the System is the property of a third party and agrees to comply with such procedures and requirements as may be established from time to time by the owner of the System or by Bank. Company agrees not to disclose any proprietary information regarding the System to any third party, to comply with such security measures and recognition procedures as may be established from time to time by Bank or by the owner of the System, to maintain the confidentiality of all user numbers and passwords which it adopts or which are assigned to it by the owner of the System or by Bank and to take such other measures as may be appropriate to prevent unauthorized access to the System. Company should notify Bank immediately, by telephone or email and in writing, if it believes that its Passcode/s have become known to an unauthorized person or third party or that an unauthorized person or third party has gained access to the System.
B. Users. The Company shall designate an individual as its authorized representative (“BizBanker Authorized Representative”). The BizBanker Authorized Representative will have access to all BizBanker services and all Company accounts on the BizBanker system. The BizBanker Authorized Representative will be able to add, delete, or edit information with respect to all other Company users (collectively, the BizBanker Authorized Representative and the other Company users are the “Users”). Further, the BizBanker Authorized Representative can assign service-level and account-level entitlements to Users (as described in subsection C below).
Each User will receive a user ID and password (the “Passcode”). The Passcode assigned to the BizBanker Authorized Representative will enable him or her to have the access levels and entitlements described in the immediately preceding paragraph. The Passcode assigned to each other User will enable him or her to have the access levels and entitlements determined by the Authorized Representative. Each User must keep these confidential. By giving a User its BizBanker Passcode(s), Company is authorizing that User to access its accounts through BizBanker, and is responsible for all Transactions the User performs on the accounts via BizBanker. All Transactions that User performs, even those Company did not intend or want performed, are authorized Transactions. If the Authorized Representative notifies Bank that the User is no longer authorized then Transactions that User performs after the time Bank receives and accepts Company's notice are considered unauthorized. Transactions that Company or someone acting with Company initiates with fraudulent intent are also authorized Transactions. Company should instruct each User to sign off after every BizBanker session and close its browser to ensure confidentiality.
C. Wire Transfer Operating Procedures. Through the BizBanker user setup process the Company, through its BizBanker Authorized Representative can place the following types of limits on other Users:
i. Account Restrictions- The account(s) from which a specific User can initiate wire transfers may be restricted.
ii. Wire Type Restrictions- The type of wire transfer a specific User may originate from the Company’s accounts (e.g. repetitive wires versus one-time wires) may be restricted.
iii. Wire Function Restrictions – The specific wire function (e.g., initiating versus transmitting a wire) a specific User may perform may be restricted.
See Section 17, Notices, for the telephone number, email address and mailing address.
8. Protecting Company Passcodes.
Company agrees to: 1) keep its Passcode(s) secure and strictly confidential, providing it only to authorized signers on its account(s); 2) instruct each User to whom a Passcode is provided that he or she is not to disclose it to any unauthorized person; and 3) immediately notify Bank and select a new Passcode if it believes its Passcode may have become known to an unauthorized person.
Company agrees that Bank may send notices and other communications including Passcode confirmations, to the current address shown in Bank's records, whether or not that address includes a designation for delivery to the attention of any particular individual.
Company further agrees that Bank will not be responsible or liable to Company in any way if information is intercepted by an unauthorized person, either in transit or at its place of business.
BANK WILL HAVE NO LIABILITY TO COMPANY FOR ANY UNAUTHORIZED TRANSACTION MADE USING ITS PASSCODE THAT OCCURS BEFORE COMPANY HAS NOTIFIED US OF POSSIBLE UNAUTHORIZED USE AND BANK HAS RECEIVED AND ACCEPTED NOTICE AND HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
Bank may suspend or cancel Company's Passcode even without receiving notice from Company, if Bank suspects the Passcode is being used in an unauthorized or fraudulent manner.
9. Service Availability and Cutoff Times
A. Business Days -For Business Internet Banking Bill Payment Services, our business days are Monday through Friday, excluding bank holidays. To have a payment processed on the same business day, we must receive your instructions before the end of our business day. If you request a payment for a future date, we process the transaction at the close of business on that date, only if it’s a business day. If the date you request is not a business day, or if we receive your instructions after the end of the business day, we process the transaction on our next business day.
B. Service Hours -BizBanker Services are available 24 hours a day, 365 days a year. However, scheduled maintenance may occur between Saturday 6:00 p.m. and Sunday 1:00 p.m. Eastern Time.
C. BizBanker support -Toll free support is available, business days, from 8 a.m. to 8 p.m. Eastern Time at (877) 650-0094.
D. Cutoff Times:
- Bill Payment: 9:00 p.m. ET
- Internal Transfers: 6:00 p.m. ET
- A.C.H.: 5:00 p.m. ET
- Stop Payments: 9:00 p.m. ET
- Wire Transfers: 3:00 p.m. ET
10. Limitation of Liability.
In addition to and not in limitation of the limitations provided in the Commercial Funds Transfer Agreement - BizBanker with respect to Bank’s liabilities for wire transfers, Bank's duties and responsibilities are limited to those described in this Agreement. Bank will use reasonable care in performing its responsibilities under this Agreement and will be responsible for any loss sustained by Company only to the extent that such loss is caused by Bank's gross negligence or willful misconduct. Bank will not be responsible for liability, loss or damage resulting from any delay in the performance of, or failure to perform, or adequately perform any of its responsibilities under this Agreement.
Under no circumstances will Bank be liable if Bank or its authorized third parties are unable to complete any payment or transfer initiated via BizBanker due, but not limited to, the existence of any one or more of the following circumstances:
- Company's payment does not appear on the Pending Payment List at the time it initiates a bill payment or modification of a bill payment;
- Company’s wire transfer does not appear as “Transmitted” on “Wire History Reports” prior to the designated cutoff time;
- If Company's designated Accounts do not contain sufficient available funds to complete the Transaction.
- The funds in Company's Accounts are subject to legal process or other encumbrance restricting such payment or transfer;
- The Company’s wire transfer instruction contains insufficient data to process the transfer;
- Company's subscription to BizBanker has been terminated for any reason;
- BizBanker, Company's equipment, the software, or any communications link is not working properly and Company knows or has been advised by Bank about the malfunction before it attempted to execute the Transaction or, in case of an automatic or recurring payment or transfer, at the time such payment or transfer should have occurred;
- Company has not provided Bank with the correct information for those Payees to which it wishes to direct payment or accounts to which it wishes to make transfer;
- The Payee mishandles or delays crediting of any payments sent by Bank on Company's behalf;
- Circumstances beyond Bank's control (such as, but not limited to fire, flood, or interference from an outside source) prevent the proper execution of the Transaction and Bank has taken reasonable precautions to avoid these circumstances.
BANK IS NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, OR INJURY CAUSED BY COMPANY'S EQUIPMENT OR SOFTWARE.
THIS LIST IS NOT ALL INCLUSIVE.
UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL THE BANK BE LIABLE TO COMPANY FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS' FEES, EVEN IF BANK IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
11. Limitation of Warranties.
BANK MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH REGARD TO BIZBANKER.
12. Fees and Charges.
Company agrees to compensate Bank for the services provided under the terms of the Agreement. Company authorizes Bank to charge the Accounts, or any other deposit account maintained by Company, for such fees and charges. Bank reserves the right to revise its fees and charges at anytime. Single and multi-user BizBanker Online Banking & Bill Payment Service is available for no monthly charge. Premium Service is available for a fee of $55 per month. A one-time set-up fee of $50 per token user applies. Contact your relationship manager for more information. Premium Service fees may be offset with an earnings allowance. For each wire transfer initiated through BizBanker, Bank will charge the applicable account out of which the transfer is made at the time of the initiation its scheduled fee for such service.
Transaction fees also apply. See fee schedule for current charges.
Company agrees to indemnify, defend and hold Bank, its employees, agents, officers and directors harmless from and against all liability, cost and expense, including attorneys' fees, incurred by Bank in connection with this Agreement or the performance of its duties hereunder, or arising out of any violation by Company of rights in the System.
Bank recognizes that its customers and other visitors who interact with Cambridge Trust Company via electronic media have an expectation of privacy in their dealings with it. Please refer to the Cambridge Trust Company Privacy Statement available at any banking office or on Bank's Website.
Bank may amend this Agreement with written notice to Company at any time. By continuing to use any of the Services after the effective date of a change, Company has indicated its agreement with the change.
BizBanker and this Agreement remain in effect until Company or Bank cancels them. Company may cancel BizBanker and this Agreement at any time by notifying Bank of its intent to cancel in writing, to the address in Section 17, Notices. Bank may cancel Company's BizBanker service and this Agreement at any time. This cancellation applies to BizBanker and does not terminate Company's Accounts.
All notices and other communications under the terms of this Agreement, except as otherwise provided herein, shall be in writing and shall be sent by first-class mail or hand delivered.
Written Notice to Bank shall be to:
Cambridge Trust Company
Attn: BizBanker Services
Ten Fawcett Street
Cambridge, MA 02138
Telephone Notice to: (617) 441-1444
Email address: BizBanker@cambridgetrust.com
Notices to Company shall be to the address recorded in the Bank's files.
18. Governing Law.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
19. Third Party.
No person or entity not a party to this Agreement shall have any rights or interest in or to this Agreement.
This Agreement may not be assigned by Company.
21. Binding Effect.
This Agreement shall be binding upon and for the benefit of Company and Bank.
22. The provisions of Section 10 shall survive termination of this Agreement.
ELECTRONIC DOCUMENT SERVICE DISCLOSURE and AGREEMENT
By accepting the terms of this agreement, you are electing to receive your deposit and loan account statements and certain disclosures and notices electronically, and you agree that Cambridge Trust Company (Bank) may provide these communications to you in electronic form in lieu of paper form in accordance with these terms.
As used in this agreement, the words "you" and "your" refer to the individual who is identified on our records as an owner or authorized signer on the account. The words "we", "us", "our" and "CTC" refer to Cambridge Trust Company. "eDocument" refers to the periodic statement, disclosure or notice provided to you by "CTC" via electronic delivery.
The Scope of Your Consent
Your consent to electronic delivery covers the following categories of communications from us:
- Periodic and annual statements you are provided in connection with the accounts for which we offer, and you select electronic delivery, whether now or in the future.
- Disclosures that are required and may be provided on your periodic statements, including, but not limited to the Error Resolution Notice required by the Federal Electronic Fund Transfer Act and Massachusetts General Laws Chapter 167B and the Billing Rights Statement required by the Federal Truth in Lending Act and Massachusetts General Laws Chapter 140D.
- Notices and other communications we may send to you, including, but not limited to notices regarding changes to the terms of your account. Your continued use of the eDocument service following such communication will constitute your acceptance of the revised terms.
- If your account is joint with another person or persons, one of you may consent to electronic delivery and that person's election to receive eDocument shall apply to both or all of you. eDocuments we send to one joint account owner shall be considered communicated to both or all owners.
- You understand that once we process your request, we will discontinue mailing printed account statements to your mailing address of record.
- You further agree to use CTC's Internet Banking Services to acknowledge that consent of eDocument delivery is a requirement of the terms of the CTC's Internet Banking Service and cancellation of eDocument delivery may result in the cancellation of the CTC Internet Banking Service.
How We Will Provide Electronic Statements
You must be enrolled in CTC Online Banking and provide a valid e-mail address for our notification purposes in order to access your eDocuments. Each statement period we will send you an e-mail notice advising you of the availability of your eDocument. Once you receive our e-mail notice you may then access your current eDocument at the CTC Online Banking system website. Your eDocument may be accessed for a period of up to 13 months after it is first made available to you. If an e-mail we send to your e-mail address of record is returned as undeliverable we will attempt to contact you by telephone or U.S. mail.
Requesting a Paper Copy of a Statement
You may request a paper copy of any eDocument, check image, disclosure or notice received electronically under this agreement by writing to us at the address for notices below within seven years after we provided the statement, image, disclosure or notice to you electronically. You may be charged a fee for a duplicate copy, as described in our then current Fee Schedule.
Hardware and Software Requirements
To access CTC Online Banking and your eDocument, you must have a PC or Macintosh® computer with Internet access and browser software that supports 128-bit encryption.
At a minimum, your computer should be equipped with:
- 133 MHz processor
- 64 Mg of memory
- 56k Modem
- 800x600 screen resolution
You will also need Adobe® Reader® software version 5.0 or higher. You may download Adobe Reader for free at www.adobe.com.
To retain a printed copy of your eDocuments, you will need a printer attached to your computer that is capable of printing from your Internet web browser.
We will notify you of any change to software or hardware requirements needed to access your eDocument.
Your Duty to Review Your eDocuments
You will receive an e-mail notifying you of the availability of your eDocument. You must promptly access and review your eDocument and notify us within the applicable time period specified in our Electronic Banking Agreement of any error, unauthorized transaction, or other discrepancy. The applicable time period within which you must notify us begins on the day we send you the e-mail notification, regardless of when you receive or open your eDocument.
Access to eDocuments may be unavailable at times due to scheduled maintenance, unscheduled maintenance, or system outage. In addition, both environmental and physical events may occur that may cause the system to become unavailable. We will make every reasonable effort to ensure the availability of the system. However, we are not liable for the unavailability of the system or any damage that may result from system unavailability.
Disclaimer of Warranties
We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the eDocuments services provided to you under this agreement. Except as otherwise required by law, you agree that we and our officers, directors, employees and agents are not liable for any indirect, incidental, special or consequential damages relating to your use of the eDocument services. You acknowledge that your sole and exclusive remedy in the event of your dissatisfaction is to cease use of the services.
Updating Your Contact Information
It is your responsibility to provide us with an accurate and complete e-mail address, postal address, and telephone number. You must promptly notify us of any change in your contact information. You may change your e-mail address with us through the CTC Online Banking system. You may notify us of changes to your postal address and telephone number by contacting us as described below.
The best way to communicate with us about your eDocument, or your account is to contact our Customer Resource Center. The Customer Resource Center can be reached at (617) 441-1444, Monday through Friday, 8:30 a.m. - 5:00 p.m. Eastern time or e-mail us at email@example.com.
CTC Right to Terminate
We reserve the right, in our sole discretion, to discontinue providing statements to you electronically and revert to paper statements or to change the terms of this agreement at any time. We will provide you with notice of any such termination or change as required by law.
Changes in Term
We will advise you of any changes in the terms of this agreement, either by e-mail or by U.S. mail, addressed to your address in our records. If you do not agree to the change, you may notify us to cancel your eDocument and CTC Internet Banking Service.
Verification of Ability to Obtain Statements Electronically
Federal law requires that you demonstrate to us that you can access your statement, our notice or other communication in the same manner that it will be provided. Your consent to electronic delivery by clicking the button labeled "I agree" within CTC Online Banking demonstrates to us that you have the minimum hardware and software specifications described above.
By clicking the button labeled "I agree", I certify that I have read the above agreement and agree to its terms. I assent to use of e-mail messages sent to the e-mail address I have supplied. I request electronic delivery of the communications listed above. I understand that CTC will discontinue mailing my statements to my address of record. I have access to a computer that meets the technical requirements set forth above, including access to a printer or the ability to download information in order to keep copies for my records. My click on the "I agree" button shall operate as my original signature.
BILL PAYMENT SERVICE DISCLOSURES
Description of Bill Payment Service
Company can make one-time and from time to time payments from accounts to companies or individuals (Payees) it selects using Bill Payment Service on BizBanker.
This Disclosure and the BizBanker Service Agreement describe the terms and conditions of Bill Payment service. Company may wish to print and retain for future reference.
Payments can be one-time or from time-to-time payments from Company's Account/s to Payees. Company may verify that a payment has been processed by signing into BizBanker the business day following the payment. This verification does not assure that the payee has properly credited your account. Company should contact the Payee for this verification.
Bank processes payments through a third party Bill Payment service. The bill payment service processes payments via electronic transmission or by bank check. Payments made electronically are generally received and credited by Payee within four business days. Payments made by bank check are generally received and credited by Payee within five business days.
Company should schedule payments at least seven business days in advance of the payment due date. Bank is not responsible for postal or Payee processing delays. Bank deducts the amount of the payment from Company's Account on the date the payment is scheduled to be processed by Bank.
Bank must receive Company's instructions before the end of the business day for the payment to be initiated on that business day. Bank processes future dated payments at the close of business on the designated date only if it is a business day. If it is not a business day, the transaction will be processed on Bank's next business day.
In the event that you do not adhere to your obligations in the Disclosure, or you initiate a payment fewer than the number of days before the payment due date required for a particular merchant, you will bear full responsibility for all penalties, late fees and damages proximately caused by your scheduling, and the Bank will not be liable for any such charges.
Bill Payment Restrictions
You may not use Bill Payment to transmit child support, alimony or other court-directed payments, nor to pay taxes or make other payments to government agencies. At this time, you may not make payments to foreign vendors or persons. The Bank reserves the right to limit the total amount of bill payments made each day.
Cutoff Times, Business Days, Service Hours
Refer to section 9 of the Agreement
The Bank recognizes that its customers and other visitors who interact with Cambridge Trust Company via electronic media have an expectation of privacy in their dealings with us. Please refer to the Cambridge Trust Company Privacy Statement available at any banking office or on our website at www.cambridgetrust.com.
Monthly Service Charge
There are no fees related to Bill Payment Services.
Canceling Your Business Internet Banking Bill Payment Service
When Company cancels Bill Payment Service, future scheduled payments will be canceled. Company should cancel scheduled payments prior to notifying Bank that it is discontinuing the service. Bank will cancel any scheduled payments within two business days after the business day it receives Company's cancellation notice
If Company closes its designated checking account, or if the Account is no longer linked to BizBanker, Bill Payment Services will end, and any unprocessed payments will be canceled.
Initiating Payment Inquiries
To initiate a payment inquiry email the inquiry via the BizBanker site: Customer Support or call (877) 650-0094. Allow at least five business days for the payment to be received and processed by payee before initiating a payment inquiry.
Reporting Unauthorized Use
If you believe your Passcode has been compromised, contact us immediately at (877) 650-0094 to disable your service.
To report unauthorized transactions call us at (617) 441-1444. Customer Service is available Monday through Friday, 8:00 A.M. to 5:30 P.M.
You may also write us at:
Cambridge Trust Company
Attn: BizBanker Services
Ten Fawcett Street
Cambridge, MA 02138
Or email via the BizBanker site: Customer Support. Or at BizBanker@cambridgetrust.com