|
This BizBanker Service Agreement and Disclosure (the "Agreement") applies
to electronic banking services you receive as indicated on the BizBanker Service Enrollment Application
between the company identified on the application (the "Company") and Cambridge Trust Company (the "Bank").
The Company acknowledges that it may need to sign additional agreements to affect the Services.
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.
3. Services.
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. When this service is available, and upon Bank approval, the Company may arrange to
initiate wire transfers. Refer to the Commercial Wire Transfer Agreement for 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 after its receipt by Bank. 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 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.
5. Authorization.
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.
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.
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.
See Section 17, Notices, for the telephone number, email address and mailing address.
8. Protecting Company Passcodes.
Each user authorized by Company ("User") will receive a user ID and password ("Passcode"). 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 Company 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.
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 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
10. Limitation of Liability. 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;
- 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;
- 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. Currently Single User BizBanker Online Banking is free.
Multi-user feature is available for a fee of $15.00 per month. Multi-user with ACH Payment and Collections feature is available
for a fee of $50.00 per month and $0.20 per item, which can be offset with an earnings credit allowance.
13. Indemnification. 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.
14. Privacy. 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.
15. Amendment. 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.
16. Termination. 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.
17. Notices. 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.
20. Assignment. 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.
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.
Processing Payments
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
Privacy
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
|