“We,” “us,” “our,” and the “Bank” refer to Nantucket Bank, a division of Blue Hills Bank. “You,” “your” and “Customer” refer to the accountholder or the Nantucket Bank, a division of Blue Hills Bank business customer utilizing the Service(s) as well as each accountholder on any account that said customer links to the Service(s). “Account” means any Nantucket Bank, a division of Blue Hills Bank business deposit or loan account for which you have designated access to transactions using the Service. (The linking of Accounts held by accountholders with different tax or employer identification numbers is subject to certain conditions and approval of the Bank).“Account Control” refers to the Administrator’s authority to set-up Secondary User access to an individual Account, and set up “One to Sign” or “Two to Sign” authorization rules based on monetary value of transactions. Set up of Account Control must be approved by the Administrator and are logged in the activity log.
“Administrator” means a person who is an authorized signer on the Linked Accounts and is designated in accordance with the procedures set out in the eBusiness Customer Guides to have responsibility for the initial eBusiness installation and your business’ on-going use of eBusiness as described in the eBusiness Customer Guides.
“Agreement” refers to this Agreement, together with any supplement, appendix, schedule or exhibit hereto, as the same may be amended from time to time.
“Application Form” means the application form provided to you by us for the purpose of applying for access to eBusiness and accepting all the terms, conditions and liabilities associated with the Service.
“Authorized Representative” means each person designated by Customer as an authorized representative of Customer and any person who, by course of dealing or otherwise, has implied authority to act on behalf of Customer.
“Bank Mail” refers to the secure e-mail to our customer service department contained within eBusiness.
“Business Day” refers to any day Monday through Friday, excluding Massachusetts and federal legal holidays.
“Customer Instruction” refers to any instruction, notice, order, entry or other Communication (as defined below) given to the Bank by an Administrator or Secondary User in connection with the transfer of funds using a Service (including, but not limited to, any order relating to the Bill Payment Service).
“eBusiness Customer Guides” refers to the welcome e-mail, the eBusiness brochure, the Getting Started Guide and all customer guides, help text or similar documents (whether in hard copy or in electronic format) issued by us to you for use with eBusiness.
“Linked Account” means each eligible account that is linked in a portfolio accessible through eBusiness.
“Password” Any confidential password, phrase, code, token or number, or any other identification whether issued to you, your Administrator or your Secondary User(s) by the Bank or adopted by you, your Administrator or your Secondary User(s) (including any eBusiness ID/User ID) which may be used to access the Web site and/or eBusiness and/or any eBusiness service and/or to effect Instructions on your Linked Account(s) under the agreed Security Procedures (as defined below).
“Primary Account” means the checking account that you have specifically identified as such and to which fees due Bank may be charged in accordance herewith. Unless otherwise agreed upon, the address for Customer associated with the Primary Account shall be the address to which all notices and other communications concerning the Services will be sent.
“Secondary User” means a user appointed and set-up by the Administrator in accordance with the procedures set out in the eBusiness Customer Guides to use eBusiness.
“Service” means any of the cash management services through which you may initiate transactions through your Account(s) pursuant to this Agreement.
“Service Request” means a request by Customer to pursuant to this Agreement to provide one or more of the Services to Customer. Service Requests may be submitted to in writing or electronically, but in all instances shall be in a form satisfactory to Bank. In order to be effective, Service Requests shall be duly executed or otherwise authenticated by Customer. Customer acknowledges that Bank may require a reasonable time period in order to act on any Service Order.
“Supplemental Service Request” means a Service Request for a particular Service that supplements or amends, but does not revoke in its entirety, a prior Service Request for that Service.
“Terms and Conditions” means the terms and conditions for each specific Service, as amended from time to time, that, together with this Agreement and applicable service guides and manuals (including, without limitation, electronic versions of any of the foregoing), govern the parties’ rights and responsibilities with respect to the Services. Such Terms and Conditions are incorporated herein by reference and made a part hereof, and incorporated by reference in the Service Request for the Service to which such Terms and Conditions pertain.
BillPay is a product and service offered in conjunction with eBusiness. The Service Agreement and the Terms and Conditions are located in Addendum A of this document.
Business Mobile Banking is a product and service offered in conjunction with eBusiness. The Service Agreement and the Terms and Conditions are located in Addendum B of this document.
- Services. You have requested initial Service(s) provided by Bank as shown on Schedule A. You acknowledge that each Service selected from Schedule A has been requested and that you have received, read, agreed to and signed, where required, any applicable Service Request(s).By submitting a Service Request signed by an Authorized Representative (including, without limitation, by electronic signature or other manner of authentication), Customer (a) authorizes Bank to provide to Customer the specified Service(s) in accordance with the specifications and instructions set forth therein; (b) acknowledges receipt of the Terms and Conditions for such Service(s); and (c) agrees to be bound by such Terms and Conditions and any amendments thereto. Customer represents and warrants that the Service(s) requested by Customer hereunder and pursuant to any Service Request will be used by Customer solely for business or commercial purposes and not for personal, family, or household purposes. Changes to Service Requests by Customer must be made in writing and such changes shall be effective only after they are received by Bank and Bank has had a reasonable amount of time to act thereon.This Agreement together with the terms of any supplemental Service Request comprises the entire agreement between Customer and the Bank regarding each Service. With respect to any Service being provided by the Bank to the Customer at the time this Agreement is entered into, unless otherwise agreed to in writing by Bank, this Agreement and the relevant Service Request shall prevail over any conflicting provision of any prior agreement relating to that Service. In the event of a conflict between this Agreement and any Service Request, the provisions contained in such Service Request will control with respect to the terms of a particular Service.
- Accounts. All Services involving Customer’s Account(s) at the Bank are subject to the Bank’s terms and conditions applicable to such Accounts, funds availability policy and fee schedules in effect from time to time, provided that in the event of any conflict between this Agreement, Service Request(s) and the Bank’s terms and conditions applicable to such Accounts, this Agreement and the applicable Service Terms and Conditions shall prevail. Each funds transfer under a Service is subject to any transfer limitations that apply to the deposit Account.
- Business Resolutions or Certificate of Authority. Before Bank begins to provide any Services, Customer agrees to provide Bank with an executed Business Resolution for Cash Management Services authorizing Customer to enter into this Agreement and to receive Services from pursuant hereto, and designating certain individuals as Authorized Representatives.
- Fees. Customer shall compensate the Bank for the performance of each Service in accordance with the fee schedule established by the Bank, which may be changed by the Bank from time to time. Customer will be provided with notice of any such change in accordance with the Bank’s normal business practices. The fee schedule for each Service will be deemed accepted by Customer upon performance by Bank of such Service.All applicable charges and fees, detailed in the Fee Schedule for Business Accounts, will be charged to your Primary Account to the extent that such charges and fees are not offset by earnings credits or allowances or compensating balances from Customer’s Account(s). If the balance of available funds in the Primary Account is not sufficient to cover such fees, Customer hereby authorizes Bank to charge such fees to any Account maintained by Customer.Customer shall also pay any sales, use or similar tax applicable to any Service. If the Bank is required to pay any such taxes, Customer shall reimburse the Bank therefor upon demand. Customer shall also pay all attorneys’ fees and other costs and expenses the Bank may incur in collecting any fees or other sums Customer may owe to the Bank in connection with any Service. The Bank may collect any of the foregoing amounts and any other amounts due by Customer to the Bank hereunder or in connection with the provision of any Service to Customer by debiting any of Customer’s accounts with the Bank, billing Customer, and/or setting off against any amounts the Bank owes Customer, without any obligation to give prior notice thereof to Customer. The Bank shall also have the right to credit or debit any accounts of Customer with the Bank to correct any processing irregularity in connection with any Services.
- Transaction Limits. In the event that providing Services to Customer results in unacceptable credit exposure or other risk to Bank or will cause Bank to violate any law, regulation, rule or order to which it is subject, may, without prior notice, limit Customer’s transaction volume or dollar amount or refuse to execute transactions, or Bank may terminate any Service then being provided to Customer. Customer shall, upon request by Bank from time to time, provide Bank with such financial information and statements and such other documentation as Bank reasonably determines to be necessary or appropriate to enable Bank to evaluate its exposure or risk. Any internal limits established by Bank hereunder or refusal to execute transactions shall be in Bank’s sole discretion.
- Security Procedures and Communications. Certain procedures, including the use of identification codes, encryption, Passwords, logon identifications, personal or location identification numbers (“PINS”), repetitive codes, tokens and other security devices, systems and software (the “Security Procedures”), designed to verify the origination (but not errors in transmission or content) of instructions, orders, entries and other communications (each, a ”Communication”) sent by Bank or Customer may be required by Bank in connection with a Service. Customer agrees that any such Security Procedure is commercially reasonable. Bank shall not be obligated to act on a Communication not transmitted in accordance with the Security Procedures and may refuse to act on any Communication where Bank reasonably doubts its authorization, contents, origination or compliance with the Security Procedures. Bank shall have no duty to discover, and shall not be liable for, errors or omissions by Customer. If Bank complies with the Security Procedures regarding a Communication, Bank shall be entitled to act on that Communication and shall not be obligated to verify the content of such Communication, establish the identity of the person giving it, or await any confirmation thereof, and Bank shall not be liable for acting on, and Customer shall be bound by, any Communication sent in the name of Customer, whether or not authorized. Bank reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to timeIf you are approved for eBusiness Services, you must designate an Administrator in accordance with the procedures set out in the eBusiness Customer Guides. Administrators are required to set up user names and Passwords before access to eBusiness. You authorize us to act on instructions received under any user name and Password through eBusiness. For security purposes it is recommended that Administrators and all Secondary User(s) memorize Passwords and do not write them down. All authorized users are responsible for keeping the Password and Linked Account information confidential. Details of Security Procedures and techniques used to protect confidential information are given in the eBusiness Customer Guides. You must ensure that your Secondary User(s) keep their user name and/or Password secure and secret at all times and take steps to prevent unauthorized use of their User Name and/or Password provided to them. Your user name and Password act as your signature. You may change your Password at any time by following instructions in the eBusiness Customer Guides.Administrators and Secondary User(s) agree to comply with the terms of this Agreement and any other reasonable instructions or recommendations we may issue regarding eBusiness security including, without limitation, the security recommendations contained in the eBusiness Customer Guides. You agree that it is your sole responsibility to set up, maintain and regularly review security arrangements concerning access to, and use of, eBusiness Services, and information stored on your computing and communications systems, and your and any of your Secondary User(s) control of Passwords, security devices and access to eBusiness. In addition, all governing agreements received when you opened your Linked Accounts also apply.By applying for eBusiness Services, you confirm that you have assessed the Security Procedures for eBusiness and have determined that these features, in combination with your own security measures, are adequate for your Linked Account(s).
You must notify us immediately if you know of or suspect the following:
- any unauthorized access to your Account(s) through eBusiness; or
- any unauthorized transaction or instruction, which you or any of your Administrator(s) or Secondary User(s) know of or suspect.eBusiness is accessed through the Internet, which is a public system over which we have no control. It is therefore your duty to make sure that any computer or other device, which you use to access eBusiness Services, is free from and adequately protected against acquiring computer viruses and other destructive or disruptive components. We are not responsible for losses or unauthorized use of eBusiness if you have not taken such precautionary measures. You agree that you are solely responsible for the performance and protection of any browser used in connection with eBusiness including the prompt adoption by you of all security patches and other security measures issued or recommended from time to time by the suppliers of such browsers.You are responsible for the accuracy and completeness of Customer Instructions. If a Customer Instruction identifies an intermediary bank, or the beneficiary’s bank by name and an account or other identifying number, we may act solely on the basis of that number. If a Customer Instruction does not designate an intermediary bank where appropriate, we will select an intermediary bank and you agree that we shall have no liability with respect to such selection.Instructions requesting cancellation or amendment of a Customer Instruction must be transmitted to us using the same level of Security Procedure as used for the original Customer Instruction. However, we are not liable for any failure to cancel or modify the Customer Instruction.
We will not be obligated to execute any Customer Instruction if:
- it is not in accordance with any term or condition applicable to the Linked Account or the eBusiness Services;
- we have reason to believe it may not be authorized by you or involves funds subject to a hold, dispute, restriction or legal process we believe prevents their withdrawal;
- it would exceed your Available Balance in the Account on the day the transfer is made;
- it would result in exceeding any limit established by us;
- it would violate any applicable provision of any risk control program of any federal or state regulatory authority;
- is not in accordance with our applicable policies, procedures or practices;
- we have reasonable cause not to honor for our or your protection;
- we have terminated this Agreement.In the event that we do not act on or delay acting on a Customer Instruction, we shall attempt to notify you of this as soon as is reasonably possible. Transactions may not be executed by us immediately when a Customer Instruction is received. Some transactions may take time to process and certain Customer Instructions may only be processed during normal banking hours even though eBusiness is on-line and may be accessible outside such hours.
- Customer Obligations as to Security Procedures. Whenever the Security Procedures associated with a Service include the assigning to Customer of any confidential Password, logon identification, identification code, personal or location identification number, repetitive code, token or similar security device, Customer shall not disclose such security device except to employees or agents authorized to act for Customer in connection with Services. Customer shall implement such safeguards as are reasonably necessary to ensure the confidentiality and integrity of such security devices, and shall immediately notify Bank if the confidentiality or integrity of any such security device is breached or threatened, followed by written confirmation of security breach. Bank will have no liability to the Customer for any unauthorized transaction made using a security device that occurs before the Customer has notified Bank of the possible unauthorized use and Bank has had a reasonable opportunity to act on that notice. Customer shall be solely responsible for the safekeeping of such security devices and assumes all risk of accidental disclosure or inadvertent use of such security devices by any party whatsoever, whether such disclosure or use is on account of Customer’s negligence or deliberate acts or otherwise. Customer is strictly responsible to establish and enforce internal policies to safeguard against unauthorized communications with Bank.Customer is aware that Bank offers products and Services which can be valuable tools in reducing the incidence of fraud and unauthorized use of Customer’s accounts and the Services. In addition, Bank offers a variety of online viewing and reporting tools which enable real time access to account data and activity. Careful monitoring of accounts and account data is an effective tool for detecting unauthorized or improper transactions and other account problems, and for facilitating reporting of potential problems. To the extent Customer chooses not to utilize the tools available to Customer or fails to establish and enforce such internal policies, Customer is assuming the risk of activities which could have been prevented by the use of such tools or policies.
- eBusiness. You will designate an Administrator on the application form for eBusiness and/or Supplemental Service Request. The Administrator must log-in to the Bank’s Web site to enable eBusiness online and establish all Secondary Users and their authorities and limits. You authorize Bank to execute all Instructions received by Bank from the Administrator or Secondary Users under the Security Procedures contained in the eBusiness Customer Guides. Only an Administrator has authorities to set up Account Control and Secondary Users.The eBusiness Services include the following services (Note: Some services require that you qualify or apply separately):
- As an Administrator: Setup and change Secondary User(s) and define which Linked Accounts and Services they can access and the daily limits (if applicable) within which they can authorize transactions, and authorize changes initiated by other Administrator(s) under dual control rules.
- View/change the details of the Secondary Users created.
- Obtain account balances and transaction information as of the close of business on the preceding Business Day for the last two (2) statement periods.
- Obtain Account summaries for:
- Deposits (Checking, Savings, Money Market Investment, Certificate of Deposit)
- Credit/Loan (Loans, Mortgages, Lines of Credit)
- Obtain available balance information for Deposit and Loan Accounts as of the close of business on the preceding Business Day. However, debits initiated for BillPay (as defined herein), may not be reflected in the Available Balance until the next Business Day or later. Likewise, loans and lines are not reflected in the Available Balance until after two Business Days.
- Establish Customer daily transaction limits within which all Secondary User(s) can initiate and authorize BillPay, and/or Automatic Clearing House (“ACH”), and/or wire payment transactions, and/or Remote Deposit Capture. These limits can be amended by the Administrator(s) up to the maximum limits established by the Bank. Transactional limits are subject to approval by the Bank and the Bank reserves the right to modify transactional limits at its discretion. You will be notified promptly of any change imposed by the Bank.
- Export transactional information for use with various accounting systems.
- Create or change beneficiary and/ or payee Lists for BillPay and/or, ACH and/or wire payment transactions.
- Make one-time or recurring transfers between your Accounts.
- Transfer from your Nantucket Bank deposit Account to your Nantucket Bank deposit, loan, mortgage, and revolving credit accounts.
- Pay bills or make payments to virtually anyone in the United States.
- Send wires in U.S. dollars or any of the supported foreign currencies for domestic or international payments.
- Access information on Bank products and services held by you.
- Send and receive Bank Mail (secured e-mail) to and from Bank.
- Request a stop payment on a check, providing that the check has not already been debited from your account. Requests are processed on Business Days, regardless of when they are received.
- Obtain an audit trail of all the confirmed actions taken by Secondary User(s).
All eligible Accounts will be linked and the Administrator and Secondary User(s) to the extent authorized by the Administrator will be able to view and access each linked Account in any manner and for any purpose available through eBusiness whether now available or available at some time in the future. You acknowledge that all linked Accounts are for business purposes and are not intended for personal, family or household use. In order for you to view and transact on accounts that have different Tax IDs and include accounts with multiple Tax ID’s within one eBusiness profile, each business entity must complete the ‘Multiple TIN’ section of the eBusiness application. Each business entity having one or more accounts included on a single eBusiness profile is a Customer and agrees to be bound by the eBusiness Terms & Conditions as provided and as amended from time to time by the Bank. The Administrator(s) must be authorized signers on all accounts in the eBusiness profile.
Authority to Transfer Funds – Waiver of Requirement for Two or More Signatures. You agree that if there is any requirement to verify two or more signatures on checks or transfers of funds, that requirement does NOT apply to your instructions for funds transfers, including online ACH, wire payment transactions or BillPay, using eBusiness Services. You are responsible to establish the appropriate Account Controls in accordance with the eBusiness Customer Guides. You release Bank from liability when executing transfers or payments in accordance with your instructions. You acknowledge that limitations on individual or joint authority to transfer funds under other Bank agreements will not apply to your instructions on eBusiness. Where an Account held under different tax identification numbers is included on one eBusiness profile, you acknowledge that an employee and/or individual Secondary User of one business may be given authority by an Administrator to transfer funds or conduct other transactions on accounts of other businesses included in the eBusiness profile. You acknowledge that limitations on such access can only be controlled by the Administrator(s), not the Bank. The Bank will not be liable to you or any other person or business entity for any loss, damage, or expense arising from access to an account by an Administrator or a Secondary User and you hereby agree to indemnify and keep the Bank harmless against all actions, claims or demands arising from actions of an Administrator a Secondary User.
Bill Payment. You may use the Bill Payment Service (“BillPay”) to pay a bill or to make payments to a business or other payee. You agree not to use the BillPay to make any tax payment, any court-ordered or directed payments, or any payment to a payee that has a mailing address outside the US and you agree that if you attempt such payments, the Bank and its agents will not be responsible for that payment. You may register BillPay by completing and delivering the Application Form. An eligible Bank checking account is required to enroll to this Service. The Administrator(s) can make this facility available to the Secondary User(s).
Additional Terms and Conditions apply to the use of BillPay (See Addendum A, below) and must be accepted prior to the use of the Service.
Equipment and Software. If any Service requires equipment or software to be operated by Customer, the provision of the Service by Bank shall be conditional on the proper installation, configuration, use and maintenance of such equipment or software by Customer. The Customer is solely responsible for the selection, purchase or lease and maintenance of its computer equipment and software and its compatibility for use where required in connection with any Service. If Bank supplies equipment or software, Bank shall remain the owner of such equipment or software, and Customer shall insure it, use it solely in the manner specified by Bank and in connection with the relevant Service, not remove or modify any name or identifying mark on it, and return it to Bank upon termination of the Service.
At certain times, the eBusiness Services may not be available due to system maintenance or circumstances beyond our control. We will make every reasonable attempt to maintain systems during low hours of use, to minimize interruption in eBusiness. We cannot be responsible for any disruption in your monetary transactions due to failure of eBusiness, especially in instances which are extreme such as natural disturbances, war or terrorism.
Third-Party Providers. Bank may act on any Communication and provide any Service using any payment system or third-party provider it reasonably selects. Bank’s performance of Services is subject to the rules and regulations of any such system or organization. The Bank shall have no obligation to disclose arrangements with third parties to Customer or obtain Customer’s consent thereto. Customer authorizes the transfer of information relating to Customer to agents of the Bank or Customer for use in connection with Services or as required by law. The Bank will provide Customer with all necessary instructions for contact with such third-party or agent, if necessary.
Representations and Warranties. Customer and Bank each represent and warrant to the other, as of the date this Agreement is entered into and at any time any Service is used or performed, as follows: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite powers and authority to execute, deliver, and perform its obligations under this Agreement and each Service used or performed by it, (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid, and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained.
Limitation of Liability. Except as otherwise stated in this Agreement, we will be liable to you only for actual damages arising directly from our intentional misconduct or gross negligence in the performance of the Services. Bank will not be responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (a) your action or omissions, or those of any third parties that are not within our immediate and reasonable control; (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy, or omission in any instruction or information provided to us; (d) any error, failure, or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communications facility; (e) accidents, strikes, labor, disputes, civil unrest, fire, flood, water damage (e.g. from fire suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) the application of any government or funds-transfer system rule, guideline, policy, or regulation; (h) the lack of available funds from your Accounts to complete a transaction; (i) our inability to confirm to our satisfaction the authority or any person to act on your behalf; or (j) your failure to follow up on any applicable software or manufacturer’s recommendation or our Service instructions. There may be other exceptions to our liability, as stated in your deposit account agreement or other applicable Service Terms and Conditions.
We will not be responsible under any circumstances for special, indirect or consequential damages that you incur as a result of our actions or omissions, even if we are aware of the possibility for such damages. Our liability and your remedy for actual costs and losses resulting from our actions and/or omissions, whether the claim is in tort or contract, will not exceed six times the average monthly charge for the Service(s) in question for the three months immediately preceding the cost or loss.
Any claim, action, or proceeding by you to enforce the terms of this Agreement or to recover any Service-related loss must be commenced within one year from the date that the event giving rise to the claim, action, or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with you Services.
You acknowledge that our Service fees have been established in contemplation of: (a) these limitations on our liability; (b) your agreement to review statements, confirmations and notices promptly and to notify us immediately of any discrepancies or problems; (c) your agreement to assist us with any loss recovery efforts.
Recordings and Records. Either Customer or Bank may produce telephonic or electronic recordings or computer records, including e-mail and telefacsimile transmissions, as evidence in any proceedings brought in connection with any Service. Customer agrees to Bank’s telephonic or electronic monitoring, recording and retention of records for security-evidence of the transaction and quality of service purposes. All records maintained by Bank for Services contemplated by this Agreement shall be and remain Bank’s property. Bank may, at its discretion, make available to Customer such records upon request. Any expense incurred by the Bank in making such records available to Customer shall be paid by Customer.
Notices. Any notice or other written communication may be sent by Customer to Bank at the following address:
Blue Hills Bank
320 Norwood Park South
Norwood, MA 02062
Attn – eCommerce
or such other address as Bank may give to Customer, in writing, from time to time.
Extensions of Credit. Customer must maintain sufficient amounts of available funds in its Accounts at the Bank in connection with certain Services to cover its payment obligations. The Bank is not obligated to extend credit to Customer unless it has specifically agreed to do so in a separate writing. If the Bank extends credit to Customer by permitting overdrafts or use of uncollected funds in Customer’s deposit account(s) or otherwise, the amount thereof shall be immediately due and payable, together with interest thereon at a per annum rate determined by the Bank from time to time, but not to exceed the maximum rate permitted by law. If the Bank should perform on behalf of Customer any Service that creates an overdraft or use of uncollected funds, such action shall not establish a course of dealing between the parties that shall require the Bank to perform in the future any Service on behalf of Customer that would create an overdraft or use of uncollected funds. The Bank may, without notice, refuse to honor any order for payment, transfer or withdrawal of funds if such order would create an overdraft or use of uncollected funds, notwithstanding that the Bank may have previously allowed overdrafts or use of uncollected funds. Customer agrees that the Bank may debit any Account owned by Customer with the Bank that the Bank may set off against any amount it owes Customer, in order to obtain payment for Customer’s overdrafts.
Duty to Inspect. Customer communications will be reflected on Customer’s periodic statement issued by the Bank. Customer shall promptly notify the Bank in writing at the address provided in the Notices section of this Agreement of any error in connection with any Service and any discrepancies between any records maintained by Customer and any notice and/or periodic statement Customer receives from the Bank respect to any Service, and shall provide the Bank with any information it may reasonably request in connection therewith. Customer agrees that 14 days is a reasonable time for Customer to notify the Bank of errors or discrepancies Unless Customer notifies the Bank of any discrepancy within 14 days of receipt of a periodic statement containing such information, Customer shall be precluded from asserting such discrepancy against the Bank and the Bank shall not be liable for any losses resulting from Customer’s failure to give timely notice. The Bank shall also have the right to credit or debit any Accounts of Customer with the Bank to correct any processing irregularity in connection with any Service.
Customer Compliance. Customer shall comply with all laws, rules and regulations in connection with Services. Customer may choose Services to which the rules of the National Automated Clearing House Association (NACHA) are applicable. Customer agrees to be bound by such rules, and agrees that no Communications, which violate United States law, may be initiated. This includes, but is not limited to the Electronic Funds Transfer Act, Article 4A of the Uniform Commercial Code and sanctions enforced by The Office of Foreign Assets Control (“OFAC”). It is Customer’s responsibility to obtain information regarding OFAC sanctions. This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC. Customer shall be responsible for and shall fully indemnify the Bank for any and all fines and assessments imposed on the Bank as a result of any infraction or violation of such rules caused by or attributable to Customer.
Termination. Each party may terminate this Agreement upon thirty (30) days prior written notice to the other. The Bank reserves the right to terminate or suspend any Service immediately without notice to Customer, if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change, in the Bank’s reasonable judgment, occurs in Customer’s business or financial condition; (c) the Bank has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in Accounts sufficient to cover overdrafts or proper funding for any banking activities; (e) Customer violates the terms of this Agreement, any Service Request or Supplemental Service Request, or any financing arrangement with the Bank; (f) Customer fails to provide financial information reasonably requested by the Bank; (g) the Bank determines it is impractical or illegal to provide any Service because of changes in laws, regulations or rules; or (h) the Bank in good faith, is unable to satisfy itself that Services have been properly authorized by Customer. Notwithstanding any termination of this Agreement, the terms of this Agreement and any Service Request or Supplemental Service Request shall apply to (1) all transactions which have been initiated prior to termination and (2) Customer’s payment obligations with respect to such transactions.
Disclaimer of Warranties. EACH SERVICE IS PROVIDED BY THE BANK “AS IS,” “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE PRECEDING SENTENCE, THE BANK DOES NOT MAKE, EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW TO THE EXTENT THAT THE REQUIREMENT IS NOT MODIFIED BY THIS AGREEMENT, AND THE BANK EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) CONCERNING EACH SERVICE.
Indemnity. We make no and express disclaim all warranties, express or implied, regarding the Services including in the warranty of title and the implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limited the generality of the foregoing, we disclaim any warranties regarding the operating, performance or functionality of the Services (including, without limitation, that the Services will operate without interruption or be error free). Company further acknowledges that there are certain security, corruption, and transmission error and access availability risks associated with using open networks such as the Internet and/or telecommunication lines or circuits. You hereby assume all risks relating to the foregoing.
You agree to indemnify and hold the Bank and its shareholders, directors, officers, employees and agents harmless from all losses, liability, claims, demands, judgments and expenses arising out of or in any way connected with a Linked Account or the performance of Services. This indemnification is provided without regard to whether our claim for indemnification is due to the use of the service by you, an Administrator or a Secondary User.
You agree to indemnify us against all actions, proceedings, costs, losses and damages of any kind which we may suffer as a result of our acting on Customer Instructions in accordance with this Agreement, or as a result of your failure to comply with your duties under this Agreement. We shall be responsible only for performing the Services expressly provided for in this Agreement, and shall be liable only for our gross negligence in performing those Services. We shall not be responsible for your acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Communication received from you) or those of any other person, including without limitation any Federal Reserve Bank, ACH or transmission or communications facility, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI) and no such person shall be deemed our agent. You agree to indemnify us against any loss, liability or expense (including attorney’s fees and expenses) resulting from or arising out of any claim that we are responsible for any act or omission of you or your shareholders, directors, officers, employees or agents.
In no event shall we be liable for any consequential, special, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement, including without limitation loss or damage from subsequent wrongful dishonor resulting from our acts or omissions pursuant to this Agreement.
Without limiting the generality of the foregoing provisions, we shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, aware emergency conditions, civil unrest or other circumstances beyond our control. In addition, we shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank’s having exceeded any limitation upon is intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in us otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.
Subject to the foregoing limitations, our liability for loss of interest resulting from our error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.
Amendment. We may amend, add to, or change the term of this Agreement or any Service Request or Supplemental Service Request by providing you with prior notice. We may amend our security procedures without prior notice if immediate changes are required for security reasons or changes to not have a material effect on your use of any Service.
No Waiver. The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
Headings. The titles of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.
Arbitration and Waiver of Jury Trial. Customer and Bank agree that the transactions processed under this Agreement or any Service Agreement involves “commerce” under the Federal Arbitration Act (“FAA”). ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICE TERMS AND CONDITIONS, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, BUT EXCLUDING ANY QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS (COLLECTIVELY, ANY “CLAIM”), SHALL BE DETERMINED BY ARBITRATION UNDER THE FAA IN BOSTON, MASSACHUSETTS, BEFORE A SINGLE ARBITRATOR. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (“THE ARBITRATION RULES”). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) CUSTOMER WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) CUSTOMER WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) CUSTOMER WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; (E) RELATIVE TO THE SERVICES, THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN CUSTOMER AND BANK. This agreement to arbitrate disputes will survive the closing of customer’s Account(s) and the termination of this Agreement or any Service Terms and Conditions.
Severability. If any provision of this Agreement is adjudged by any court or arbitration board of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent possible and necessary to preserve the original intentions of the parties, and the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Assignment. Neither this Agreement nor any Service Request or Supplemental Service Request may be assigned by Customer without the consent of the Bank. The Bank may assign this Agreement or any Service Request or Supplemental Service Request without consent.
ADDENDUM A: TERMS AND CONDITIONS OF THE BILL PAYMENT SERVICE (BillPay)
“Service” means the bill payment service offered by Nantucket Bank, a division of Blue Hills Bank through CheckFree Services Corporation.
“Agreement” means these terms and conditions of the bill payment service.
“Biller” is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.
“Payment Instruction” is the information provided by you to the Service for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date).
“Payment Account” is the checking account from which bill payments will be debited.
“Billing Account” is the checking account from which all Service fees will be automatically debited.
“Business Day” is every Monday through Friday, excluding Federal Reserve holidays.
“Scheduled Payment Date” is the day you want your Biller to receive your bill payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.
“Due Date” is the date reflected on your Biller statement for which the payment is due; it is not the late date or grace period.
“Scheduled Payment” is a payment that has been scheduled through the Service but has not begun processing.
The earliest possible Scheduled Payment Date for each Biller (typically four (4) or fewer Business Days from the current date) will be designated within the application when you are scheduling the payment. Therefore, the application will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period.
THE SERVICE GUARANTEE
Due to circumstances beyond the control of the Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. The Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under “Payment Scheduling” in this Agreement.
PAYMENT AUTHORIZATION AND PAYMENT REMITTANCE
You represent and warrant that you are acting with full authority for the applying entity, and that you are duly authorized to execute this Agreement on behalf of the applying entity. By providing the Service with names and account information of Billers to whom you wish to direct payments, you authorize the Service to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Biller directives.
When the Service receives a Payment Instruction, you authorize the Service to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Service to credit your Payment Account for payments returned to the Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Service.
The Service will use its best efforts to make all your payments properly. However, the Service shall incur no liability and any Service Guarantee shall be void if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:
- If, through no fault of the Service, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;
- The payment processing center is not working properly and you know or have been advised by the Service about the malfunction before you execute the transaction;
- You have not provided the Service with the correct Payment Account information, or the correct name, address, phone number, or account information for the Biller; and/or,
- Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service has taken reasonable precautions to avoid those circumstances.
Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Biller which does not comply with your Payment Instructions, the Service shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.
The Service reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment (funds remitted to the Biller are deducted from your Payment Account when the laser draft is presented to your financial institution for payment).
PAYMENT CANCELLATION REQUESTS
You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.
STOP PAYMENT REQUESTS
The Service’s ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service. Although the Service will make every effort to accommodate your request, the Service will have no liability for failing to do so. The Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.
Payments to Billers outside of the United States or its territories are prohibited through the Service.
Tax payments and court ordered payments may be scheduled through the Service, however such payments are discouraged and must be scheduled at your own risk. In no event shall the Service be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment related changes is void when these types of payments are scheduled and/or processed by the Service. The Service has no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not of the Service.
BILL DELIVERY AND PRESENTMENT
This feature is for the presentment of electronic bills only and it is your sole responsibility to contact your Billers directly if you do not receive your statements. In addition, if you elect to activate one of the Service’s electronic bill options, you also agree to the following:
Information provided to the Biller – The Service is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else’s information to gain unauthorized access to another person’s bill. The Service may, at the request of the Biller, provide to the Biller your e-mail address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing you about Service and/or bill information.
Activation – Upon activation of the electronic bill feature the Service may notify the Biller of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills.
Authorization to obtain bill data – Your activation of the electronic bill feature for a Biller shall be deemed by us to be your authorization for us to obtain bill data from the Biller on your behalf. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data.
Notification – The Service will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Service, the Service may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills.
Cancellation of electronic bill notification – The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Service will notify your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. The Service will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
Non-Delivery of electronic bill(s) – You agree to hold the Service harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.
Accuracy and dispute of electronic bill – The Service is not responsible for the accuracy of your electronic bill(s). The Service is only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly.
This Agreement does not alter your liability or obligations that currently exist between you and your Billers.
EXCLUSIONS OF WARRANTIES
THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PASSWORD AND SECURITY
You agree not to give or make available your password or other means to access your account to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Service at once by calling 800-877-8021 during Customer Service hours.
YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS
If you tell us within two (2) Business Days after you discover your password or other means to access your account has been lost or stolen, your liability is no more than $50.00 should someone access your account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your account if you had told us, you could be liable for as much as $500.00. If your monthly financial institution statement contains transfers that you did not authorize, you must tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we may extend the period.
ERRORS AND QUESTIONS
In case of errors or questions about your transactions, you should as soon as possible notify us via one of the following:
- Telephone us at 800-877-8021 during Customer Service hours;
- Contact us by using the application’s e-messaging feature; and/or,
- Write us at:
Nantucket Bank, a division of Blue Hills Bank
1196 River St
Hyde Park, MA 02136
If you think your statement is incorrect or you need more information about a Service transaction listed on the statement, we must hear from you no later than sixty (60) days after the FIRST statement was sent to you on which the problem or error appears. You must:
- Tell us your name and Service account number;
- Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and,
- Tell us the dollar amount of the suspected error.
If you tell us verbally, we may require that you send your complaint in writing within ten (10) Business Days after your verbal notification. We will tell you the results of our investigation within ten (10) Business Days after we hear from you, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Payment Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not provisionally credit your Payment Account. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation. The Service may revoke any provisional credit provided to you if we find an error did not occur.
DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES
It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:
- Where it is necessary for completing transactions;
- Where it is necessary for activating additional services;
- In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller;
- To a consumer reporting agency for research purposes only;
- In order to comply with a governmental agency or court orders; or,
- If you give us your written permission.
SERVICE FEES AND ADDITIONAL CHARGES
Any applicable fees will be charged regardless of whether the Service was used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Service to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred by you. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.
FAILED OR RETURNED TRANSACTIONS
In using the Service, you are requesting the Service to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction may not be completed. In some instances, you will receive a return notice from the Service. In each such case, you agree that:
- You will reimburse the Service immediately upon demand the transaction amount that has been returned to the Service;
- For any amount not reimbursed to the Service within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
- You will reimburse the Service for any fees imposed by your financial institution as a result of the return;
- You will reimburse the Service for any fees or costs it incurs in attempting to collect the amount of the return from you; and,
- The Service is authorized to report the facts concerning the return to any credit reporting agency.
ALTERATIONS AND AMENDMENTS
This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time. In such event, the Service shall provide notice to you. Any use of the Service after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service’s more recent revisions and updates. In addition, as part of the Service, you agree to receive all legally required notifications via electronic means.
ADDRESS OR BANKING CHANGES
It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made either within the application or by contacting Customer Service. Any changes in your Payment Account should also be made in accordance with the procedures outlined within the application’s Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.
SERVICE TERMINATION, CANCELLATION, OR SUSPENSION
In the event you wish to cancel the Service, you may have the ability to do so through the product, or you may contact Customer Service via one of the following:
- Telephone us at 800-533.9313 during Customer Service hours; and/or
- Write us at:
Nantucket Bank, a division of Blue Hills Bank
104 Pleasant Street
Nantucket, MA 02554
Any payment(s) the Service has already processed before the requested cancellation date will be completed by the Service. All Scheduled Payments including recurring payments will not be processed once the Service is cancelled. The Service may terminate or suspend Service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
The Service reserves the right to refuse to pay any Biller to whom you may direct a payment. The Service will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.
In using the Service, you understand that Billers and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Biller’s forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Service will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. You may receive notification from the Service.
Your enrollment in the Service may not be fulfilled if the Service cannot verify your identity or other necessary information. In order to verify ownership of the Payment Account(s) and/or Billing Account, the Service may issue offsetting debits and credits to the Payment Account(s) and/or Billing Account, and require confirmation of such from you. Through your enrollment in the Service, you agree that the Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification).
In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service which supersedes any proposal or prior agreement, oral or written, and any other communications between you and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or Customer Service Department says and the terms of this Agreement, the terms of this Agreement will prevail.
You may not assign this Agreement to any other party. The Service may assign this Agreement to any future, directly or indirectly, affiliated company. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.
The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.
THE FOREGOING SHALL CONSTITUTE THE SERVICE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE.
ADDENDUM B: TERMS AND CONDITIONS OF THE BUSINESS MOBILE BANKING SERVICE
Thank you for using the Business Mobile Banking Services (“Services” or “Service”) and any related Online or Mobile Banking Software (“Software”) provided by Nantucket Bank, a division of Blue Hills Bank (“Bank”) combined with your handheld’s text messaging capabilities. By participating in the Services or using the Software, you are agreeing to the following terms and conditions, in addition to any terms and conditions to which you have previously agreed with respect to the underlying electronic banking and billpay services of which the Service is a part. The Bank, at its discretion, may modify these Terms and Conditions at any time. Standard messaging charges apply.
Terms and Conditions:
Privacy and User Information. You acknowledge that in connection with your use of the Services, the Bank and its affiliates and service providers, including Fiserv, Inc. and its affiliates, may receive and may share with one another names, domain names, addresses, passwords, telephone and device numbers, the content of messages, data files and other data and information provided by you or from other sources in connection with the Services or Software (collectively “User Information”). The Financial Institution and its affiliates and service providers will maintain reasonable safeguards to protect the information from unauthorized disclosure or use, but reserve the right to use and disclose this information as reasonably necessary to deliver the Services and as otherwise permitted by law, including compliance with court orders or lawful instructions from a government agency, to protect the personal safety of subscribers or the public, to defend claims, and as otherwise authorized by you. The Bank and its affiliates and service providers also reserve the right to monitor use of the Services and Software for purposes of verifying compliance with the law, these terms and conditions and any applicable license, but disclaim any obligation to monitor, filter, or edit any content.
Restrictions on Use. You agree not to use the Services and Software in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, including all applicable state, federal, and international Internet, data, telecommunications, telemarketing, “spam,” and import/export laws and regulations, including the U.S. Export Administration Regulations. Without limiting the foregoing, you agree that you will not use the Services and Software to transmit or disseminate: (i) junk mail, spam, or unsolicited material to persons or entities that have not agreed to receive such material or to whom you do not otherwise have a legal right to send such material; (ii) material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its clients or subscribers; (iii) material or data, that is illegal, or material or data, as determined by the Bank (in its sole discretion), that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or materials the transmission of which could diminish or harm the reputation of the Bank or any third-party service provider involved in the provision of the Services; or (iv) material or data that is alcoholic beverage-related (e.g., beer, wine, or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons-related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic-related (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g. racist organizations), gambling-related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies or parodies the products or Services of any wireless carrier; (v) viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (vi) any material or information that is false, misleading, or inaccurate; (vii) any material that would expose the Bank, any third-party service provider involved in providing the Services, or any other third party to liability; or (viii) any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities of Fiserv or any third party. You agree that you will not attempt to: (i) access any Software or Services for which your use has not been authorized; or (ii) use or attempt to use a third party’s account; or (iii) interfere in any manner the provision of the Services or Software, the security of the Services or Software, or other customers of the Services or Software, or otherwise abuse the Services or Software.
Use of Google Maps. You agree to abide by (1) the Google terms and conditions of use found at http://maps.google.com/help/terms_maps.htmland (2) the Google Legal Notices found at http://www.google.com/help/legalnotices_maps.html, or other URLs as may be updated by Google.
Messaging and Data Charges: By participating in the Services or using the Software you agree that the Services or Software may require the use of your mobile device’s data and text messaging capabilities and that standard data and text messaging charges apply in accordance with your Service Agreement with your Mobile Service Provider. You agree that the Bank is not responsible for any charges you may incur while using the Services and Software provided as part of this agreement.
“Smartphones” and Other Web Enabled Devices: You acknowledge that Smartphones and other Web Enabled Devices are subject to the same security risks as computers that are attached to the internet and agree that it is exclusively your responsibility to maintain the most up to date and comprehensive anti-virus and anti-spyware programs on such devices. You agree to hold the Bank harmless for any and all security risks associated with the use of your device and this service.
The Service is provided for your convenience and does not replace your monthly account statement(s), which are the official record of your account(s). The information contained within the Service and any related software is for informational purposes only. You understand and agree these services may not be encrypted and may include personal or confidential information about you such as your account activity or status. Delivery and receipt of information, including instructions for payment, transfer and other move money transactions, through the Service may be delayed or impacted by factor(s) pertaining to your internet service provider(s), phone carriers, other parties, or because of other reasons outside of our control. We will not be liable for losses or damages arising from any disclosure of account information to third parties, non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, information and instructions sent through the Service. Additionally, not all of the products, services or functionality described on the online banking site(s) or your online banking agreement are available when you use a mobile device. Therefore, you may not be eligible to use all the products, services or functionality described when you access or try to access them using a mobile device. We reserve the right to determine your eligibility for any product, service or functionality at any time. We may discontinue access for 180 days of inactivity or without notice as part of the regular course of business. We will do our best to notify you as soon as possible of the discontinuance.
Information available via the Service, including balance, transfer and payment information may differ from the information that is available directly through the Online Banking site without the use of a mobile device. Information available directly through online banking without the use of a mobile device may not be available via the Service, may be described using different terminology (including capitalized terms used in the Agreement or on our online banking site(s), or may be more current than the information available via the Service, including but not limited to account balance information. The method of entering instructions via the Service may also differ from the method of entering instructions directly through the Online Banking without the use of a mobile device. Processing of payment and transfer instructions may take longer through the Service. We are not responsible for such differences including but not limited to delays, whether or not attributable to your use of the Service.
Additionally, you agree that neither we nor our service providers will be liable for any errors in the content of information obtained or transmitted through the Service, or for any actions taken in reliance thereon (including, but not limited to, the type of alerts and other preferences selected by you). You are responsible for any and all charges, including, but not limited to, fees associated with text messaging imposed by your communications service provider. We are not responsible for any damages resulting from your failure to comply with any terms and conditions of any agreement between you and your communication service provider or the provider of any other mobile application. Any losses or charges incurred through loss of mobile device or the safeguarding or failure to safeguard passwords will remain your full responsibility.
The Bank reserves the right to change these Terms and Conditions at any time. When material changes are made, we will notify you. You are solely responsible for providing updated addresses as necessary. Revised Terms and Conditions shall become effective at the earliest date allowed by applicable law or regulation. In the event of any conflict between the Mobile Banking Terms and Conditions and other terms and conditions related to your account(s) to which the Service and any related Software may be applicable, the Terms and Conditions of Mobile Banking will prevail solely with respect to the conflicting provisions and solely to the extent of the conflict. Continued use of the Service and any related Software constitutes your agreement with and acceptance of this Agreement, as well as any future changes to these Terms and Conditions.
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Exclusion of Warranties. You have requested that the Bank allow you to access your accounts remotely by mobile device utilizing the internet. Except as otherwise expressly stated in these Terms and Conditions on in the Agreement for Internet Banking, the Bank makes no representation or warranty, either express, implied or statutory, concerning the Services including that any Software application provided by the Bank to facilitate mobile banking by you through your mobile device will operate uninterrupted or error free. You expressly confirm acceptance and use of any Software application “as is” and without warranty of any character whatsoever and you assume all risk of loss resulting from conducting mobile banking. You are exclusively responsible for providing mobile internet connection service compatible with the Services and any Software application provided by the Bank for the Services to be provided.
No Liability and Hold Harmless. The Bank will use commercially reasonable efforts and ordinary care to provide you with access to the Services in accordance with these Terms and Conditions. In no event, however, shall the Bank be liable for its failure to provide access to mobile banking services or for your failure to receive message service whether either as a result of an error in or interruption of any Software application or as a result of any failure or interruption of your mobile device service or equipment. Without limiting the generality of the foregoing, the Bank shall not be liable to the you for delays or errors occurring by reason of circumstances beyond the control of the Bank, including without limitation, the failure of communication networks and interference with or interruption of internet access or service, the failure of equipment, or any acts of civil, military, or banking authorities, national emergencies, labor difficulties, fire, flood or other catastrophes, acts of God, insurrection, war, riots, failure of transportation, failure of vendors, communication or power supply, or malfunction of or unavoidable difficulties with its equipment. The Bank shall not be liable for consequential, incidental, special or, exemplary damages or lost profits, even if you advise the Bank of the possibility of such damages. You acknowledge and agree that you are solely responsible for protecting the confidentiality and security of your username and password, both of which are required in order to access banking information through mobile and internet banking. You further acknowledge having been informed that the Bluetooth (and any other short-range wireless connectivity) application on your mobile device must be turned off when accessing mobile banking in order to protect the privacy of the User Information. You assume and accept all responsibility for the accuracy of all transactions performed or undertaken utilizing the Services made available by the Bank at your request. You shall hold the Bank harmless from and against any liability of any character attributable to your use of the Services.
Mobile Check Deposit
- Service: Mobile check deposit is designed to allow you to make deposits to your checking, savings, or money market savings accounts from your SmartPhone (Apple or Android supported devices which may change from time to time at our discretion and without notice) by creating images using the camera on the SmartPhone device and delivering the images and associated deposit information to the Bank.
- Eligible items. You agree to scan and deposit only “checks” as that term is defined in Federal Reserve Regulation CC (“Reg. CC”). When the image of the check transmitted to the the Bank is converted to an Image Replacement Document (IRD) for subsequent presentment and collection, it shall thereafter be deemed an “item” within the meaning of Articles 3 and 4 of the Uniform Commercial Code.
You agree that you will not scan and deposit any of the following types of checks or other items which shall be considered ineligible items:
- Checks payable to any person or entity other than the person or entity that owns the account that the check is being deposited into;
- Checks containing an alteration on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check is drawn;
- Checks payable jointly, unless deposited into an account in the name of all payees;
- Checks previously converted to a substitute check, as defined in Reg. CC;
- Checks drawn on a financial institution located outside the United States;
- Checks that are remotely created checks, as defined in Reg. CC;
- Checks not payable in United States currency;
- Checks dated more than 6 months prior to the date of deposit;
- Checks or items prohibited by the Bank’s current procedures relating to the Services or which are otherwise not acceptable under the terms of the Bank’s account(s) you maintain with us;
- Checks payable on sight or payable through Drafts, as defined in Reg. CC;
- Checks with any endorsement on the back other than that specified in this agreement;
- Checks that have previously been submitted through the Service or through a remote deposit capture service offered at any other financial institution;
- Checks or items that are drawn or otherwise issued by the U.S. Treasury Department.
- Endorsements and Procedures. You agree to restrictively endorse any item transmitted through the Services as “For deposit only, account #______” or as otherwise instructed by the Bank. You agree to follow any and all other procedures and instructions for use of the Mobile Check Deposit services as may establish from time to time.
- Receipt of Items. We reserve the right to reject any item transmitted through the Services, at our discretion, without liability to you. We are not responsible for items we do not receive or for images that are dropped during transmission. An image of an item shall be deemed received when you view the posted deposit to your account. Receipt of such confirmation does not mean that the transmission was error free, complete or will be considered a deposit and credited to your account. We further reserve the right to charge back to your account at any time, any item that we subsequently determine was not an eligible item. You agree that the Bank is not liable for any loss, costs, or fees you may incur as a result of our chargeback of an ineligible item.
- Availability of Funds. You agree that items transmitted using the Services are not subject to the funds availability requirements of Federal Reserve Board Regulation CC. In general, if an image of an item you transmit through the Service is received and accepted before 8:00 p.m. Eastern Time on a business day that we are open, we consider that day to be the day of your deposit. Otherwise, we will consider that the deposit was made on the next business day we are open. Funds deposited use our existing Funds Availability scheduled, unless the check cannot be deposited or accepted. In such situations, your transaction will be declined when it is deposited. If your deposit is declined after it has been made, we reserve the right to debit your account for the amount of the entire deposited item in question. We will notify you through written notification. In some instances, to ensure that the message is received in a timely manner, we may email a notification to you.
- Disposal of Transmitted Items. Upon your receipt of a confirmation that the deposit has been successfully credited to your account, without an additional notifications or adjustments, You agree to retain the check for at least 30 calendar days from the date of the image transmission. We suggest that you mark “Deposited via Mobile Phone on xx/xx/xxxx (date) to ensure that we do not mistakenly try to redeposit the item(s). After 30 days, You agree to destroy the check that you transmitted as an image, mark it “VOID”, or otherwise render it incapable of further transmission, deposit, or presentment. During the time the retained check is available, you agree to promptly provide it to the Bank upon request.
- Deposit Limits. We may establish limits on the dollar amount and/or number of items or deposits from time to time. If you attempt to initiate a deposit in excess of these limits, we may reject your deposit. The current daily dollar limit is $5,000 per business day.
- Presentment. The manner in which the items are cleared, presented for payment, and collected shall be at the Bank’s sole discretion subject to the Bank’s account opening and online banking services agreement(s).
- Errors. You agree to notify the Bank of any suspected errors regarding items deposited through the mobile check deposit service right away, and in no event later than 30 days after the applicable account statement is sent. Unless you notify the Bank within 30 days, such statement regarding all deposits made through the mobile check deposit service shall be deemed correct, and you are prohibited from bringing a claim against the Bank for such alleged error.
- Errors in Transmission. By using the mobile check service you accept the risk that an item may be intercepted or misdirected during transmission. The Bank bears no liability to you or others for any such intercepted or misdirected items or information disclosed through such errors.
- Image Quality. The image of an item transmitted to the Bank must be legible, as determined in the sole discretion of the Bank. Without limiting the foregoing, the image quality of the items must comply with the requirements established from time to time by the Bank, ANSI, the Board of Governors of the Federal Reserve Board, or any other regulatory agency, clearinghouse or association.
- User Warranties and Indemnification. You warrant to the Bank that:
- You will only transmit eligible items;
- You will not transmit duplicate items;
- You will not re-deposit or re-present the original item;
- All information you provide to the Bank is accurate and true;
- You will comply with this Agreement and all applicable rules, laws and regulations;
- You are not aware of any factor which may impair the collectability of the item(s);
- You agree to indemnify and hold harmless the Bank from any loss for breach of this warranty provision.
- Cooperation with Investigations. You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through mobile check deposit in your possession and your records relating to such items and transmissions.
- Termination. We may terminate mobile check deposit at any time and for any reason. This Agreement shall remain in full force and effect unless and until it is terminated by us. Without limiting the foregoing, this Agreement may be terminated if you breach any term of this Agreement, if you use the Services for any unauthorized or illegal purposes or you use the Services in a manner inconsistent with the terms of your Important Information About Your Account agreement, Business Online Banking Services Agreement, or any other agreement with us.
The Mobile Banking Terms and Conditions are a part of the Business Online Banking Agreement.
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