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​Electronic Services Agreement - Personal

(also referred to as “Direct Services Agreement”)

Introduction

  1. Introduction
  2. Changes to this Agreement
  3. Other Agreements
  4. Definitions

Part 1 — General Terms and Conditions

  1. Use of Services
  2. Availability of Service
  3. Personal Information
  4. Service Fees
  5. Location Based Services
  6. User Licensing Terms
  7. Personal Access Security Codes
  8. Proprietary Rights
  9. Security
  10. Prevention
  11. Investigation and Assistance
  12. Third Party Services and Links

Part 2 — ELECTRONIC SERVICE FEATURES

  1. Cheque Images and Documents
  2. Messages & Alerts
  3. Bill Payment Service
  4. Transfer Service
    • 4.1 Internal Account Transfers
    • 4.2 External & Linked Accounts
    • 4.3 epost™ Service
    • 4.4 Interac e-Transfer®
  5. Remote Deposit Service
  6. Online Payment Service
  7. Mobile Payment Services


Introduction: Your Agreement for Use of Electronic Services

This Agreement sets out the terms and conditions of your use of Electronic Services (online and mobile banking) offered by us. This Agreement is supplemental to the Personal Member Agreement. It also helps you understand your rights and obligations to protect your Account and personal information from fraudulent or unauthorized use when you use Electronic Services.

Electronic Services are only available from us if you have already agreed to or you are already deemed bound by the terms of our most current Personal Member Agreement. The Personal Member Agreement is available here, or you can get a copy from your branch. If you have not yet done so, by subscribing for or using Electronic Services with us, you agree to be bound by the most current version of our Personal Member Agreement and as it may be amended from time to time.

By using our Electronic Services, you also agree to the terms and conditions outlined in this Agreement, regardless of the technology you use to access the services. We make no warranties concerning Electronic Services except those expressly set out in this Agreement. Any other advice, information or statements we provide about Electronic Services (oral or written) do not represent a warranty and do not add to or amend this Agreement.

Changes to this Agreement – Electronic Services are constantly changing. We may change this Agreement at any time. We will provide notice of any change to this Agreement in the manner set out in the Personal Member Agreement. If you use our Electronic Services after the effective date of any change, your use confirms your agreement to the changes.

Other Agreements – This Agreement must be read in conjunction with the terms and conditions of other agreements that you agreed to comply with when you opened or used your Accounts and services with us. For most matters between you and us, the Personal Member Agreement, which can be found here, is paramount and will govern our relationship with you. If this Agreement doesn’t mention a particular matter or there is a conflict between this Agreement and another agreement with us, the other agreement will apply unless a specific section of this Agreement stipulates that the terms of this Agreement are paramount for the matters at issue.

Definitions – Capitalized terms that are used and not specifically defined in this Agreement have the same meaning as set out in the Personal Member Agreement. Some terms in this Agreement use different words or phrases than those used in the Personal Member Agreement but refer to the same concept. We have identified those equivalent words and phrases in this Agreement as follows:

you, your, yourself” means the same as “Depositor” and means you the member who holds the Account with us; and

we, us, our” means the same as “Financial Institution” and means First West Credit Union, including Envision Financial, Valley First, Enderby & District Financial and Island Savings, as well as any other division of First West Credit Union.

Electronic Services” includes both “Direct Services” and “Mobile Payment Services”.

Direct Services” means the services offered that allow you to access your Account using an Access Terminal. However, Direct Services do not include card services such as Debit Cards including those provided by a Third Party.

Mobile Payment Services” means electronic banking services that can be performed with a Debit Card and PIN or a virtual Debit Card and Passcode using a Mobile Device that allows you to perform Point of Sale Transactions using a Mobile Device.

Debit Card” means a card issued by us that allows you, as the holder of the card, to make deposits and withdrawals or authorise transactions on your account using an ATM. A Debit Card can also be used to purchase goods and services from merchants and/or can be used with Mobile Payment Services.

Virtual Debit Card” means the electronic equivalent of a Debit Card when used with Mobile Payment Services. All references to "Debit Card" in this Agreement include a virtual Debit Card registered for use with the Mobile Payment Service.

Mobile Device" means a mobile device such as and including a computer, a portable hand-held device, or a telephone including any form of mobile telephone that is capable of being used in connection with the Mobile Payment Service.

Mobile Payment Transaction” means a Transaction made using Mobile Payment Services.

POS” means Point of Sale, meaning an electronic terminal used by cardholders to pay for goods or services at a retail or service outlet.

POS Transaction” means the use of a Debit Card to conduct a contact Transaction with its associated PIN or a contactless Transaction without the Debit Card’s associated PIN or using a Mobile Device.

Applicable Law & Jurisdiction – This Agreement is governed by the laws of BC. Your compliance with applicable laws is your responsibility. You agree that:

  • You will not use our Services to initiate any fund transfers or transactions that violate or seek to evade the laws of Canada or any other applicable jurisdiction; and
  • We can rely on your statements, actions and instructions being in conformity with applicable law without further inquiry; and
  • Irrespective of where electronic service applications have been downloaded to or enabled on your Mobile Device, the laws and jurisdiction noted above will apply.

Part 1 – General Terms and Conditions

  • Use of Services - You may use Electronic Services as soon as we provide access. We may add, remove or change any part or feature of Electronic Services and how it is used by you without notice.

    When you use our Electronic Services or any service provided by us directly or through a Third Party, you agree to the following principles:

    • Not to use these services for illegal, fraudulent, malicious or defamatory purposes;
    • Not to do anything that could affect the security, integrity, effectiveness or connectivity of these services;
    • Not to do anything that could negatively affect our reputation or that of another person; and
    • To provide accurate, current and complete information about yourself and your Accounts with us. You also agree to tell us about any changes to this information in a reasonable period of time.

    If you violate these principles, your use of our Electronic Services or any service provided by Us, directly or through a Third Party, may be suspended or terminated at our discretion.

  • Availability of Services – Your access to your Account depends on technology and equipment which may be affected by interruptions beyond our control. We cannot guarantee that Electronic Services will not be interrupted and we are not liable for any resulting consequences or losses.
  • Personal Information – The privacy and security of your personal information is important to Us. Please review our Privacy Policy for more information.
  • Service Fees – Service fees for your use of Electronic Services, including any fees charged by a Third Party, will be deducted from your Account. These fees are in addition to any other service fees or charges that may apply to your Account. You are responsible for understanding fees and charges for any services you use or request. We will give at least 30 days’ notice of any changes to our service fees. You can view a list of our current service fees here.
  • Location Based Services – Our Mobile App, which includes the Mobile Payment Service, may be used in conjunction with location based services, and you agree that we may collect, transmit, process, display, disclose, maintain or use location based data.
  • User Licensing Terms – You agree not to copy, modify, adapt, enhance, translate or create a derivative work of the Mobile Payment Service or any part of the Service. You agree not to license, sublicense, market or distribute the Mobile Payment Service, or provide any copies to a Third Party. You will not attempt to reverse engineer, decompile, disassemble or make error corrections to any part of the Mobile Payment Service, and you will not use any part of the Mobile Payment Service to gain access to interconnecting software applications to do the same.


  • Personal Access Security Codes – There are several types of personal access security codes that are required to be used by you depending on the Electronic Service you are using. Any instruction we receive that is authorized by your personal access security code(s) has the same legal effect as a written instruction signed you.

    • PAC” means the personal access code or word used with Direct Services to access an Account.
    • Passcode” means the numerical code selected by the Debit Card holder to authorize certain Mobile Payment Transactions.
    • PIN” means a secret code intended for the sole use of a cardholder. The PIN is used in conjunction with a Debit Card to confirm the identity of the cardholder and to authorize Debit Card Transactions. If my Access Terminal or Mobile Device is accessible with a biometric substitute for a PIN (such as a finger print or iris scan), then in this Agreement, PIN includes such biometric.
    • PIW” means the personal identification word used in connection with Remote Instructions.

    You are responsible any time your personal access security code(s) is used. You are bound by each transaction authorized using your personal access security code(s) and authorized transactions cannot be cancelled.

    Anyone with access to your personal access security code(s) could access your Account and authorize transactions. If this happens, you are liable, even if the transaction benefits someone other than you.


  • Proprietary Rights – You may use content delivered to you through Electronic Services only as it is provided to you. You may not copy, distribute or create other products from any aspect of the service.


  • Security – Ensuring your online and mobile banking experience is secure is important. Security is a team effort and you play a leading role in the ongoing fight against fraud. When you meet your responsibilities and abide by this Agreement, but still experience loss due to fraud, we will work with you to resolve the loss up to the amount of the fraudulent transaction.


  • Prevention – To prevent others from accessing your Account, you agree to:

    • Keep your personal access security code(s) secure. For example, do not write a personal access security code down or share it with family or friends;
    • Never leave your online banking or mobile payment session unattended;
    • Log out of your computer or mobile device when you complete your online banking;
    • Protect your computers and mobile devices with a password or biometric log-in protection and use current and updated software, including, but not limited to, operating, anti-malware and anti-virus software;
    • If you sell, give away or dispose of your Mobile Device, delete our Mobile Payment/Mobile Banking applications from your Mobile Device.
    • Never use the Mobile Payment Service on a Mobile Device that you know or suspect has had its security or integrity compromised (e.g. where the device has been “rooted” or had its security mechanisms bypassed).
    • Be aware of the risks of and do not respond to unsolicited emails, telephone calls or text messages from individuals purporting to be our representatives;
    • Avoid accessing Electronic Services using public or shared computers, in a public place or through an open WiFi or shared Bluetooth portal; and,
    • Comply with any additional security measures we recommend or implement. For example, you can monitor activity in your Accounts through our Electronic Services Messages and Alerts feature.

    You can change your personal access security code(s) at any time through Electronic Services. You must notify us immediately and change your personal access security code(s) if:

    • There is a change in who is authorized to approve transactions on your Account;
    • You suspect an unauthorized individual or unauthorized Third Party may know your personal security access code(s); or
    • You learn of any Account activity you did not authorize.

    Suspicious Circumstances – If you suspect fraud or any kind of suspicious or unlawful activity with respect to your Accounts with us, you have a duty to immediately notify us. You must also immediately change your personal access security code(s) either through online services or by calling us.

    Investigation and Assistance - We may investigate any suspicious circumstances you disclose. You agree to cooperate and assist both us and any law enforcement authorities in connection with any investigation or prosecution in the event of a claim arising from the services. If we are conducting an investigation related to your Account or services we provided to you, you authorize us, and our agents, representatives or service providers, to collect, use, and disclose your Personal Information for purposes of carrying out the investigation. You agree that we are not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from the sharing or collection of information during the course of any good faith investigation that may be done by us. We may place a hold on all or some of your Accounts during the investigation. If we release that hold, it does not mean that the issue is resolved. If we confirm improper use, we can withdraw or suspend Electronic Services or your Account without notice. You understand and agree that your failure to cooperate in an investigation results in your forfeit of the right to bring claim against us and may result in, at our discretion:

    • Us being unable to complete or fulfill an instruction for you;
    • The suspension of a service;
    • The freezing or closing of an Account held by you; and/or
    • The dishonoring of any claim you have made.


  • Third Party Services and Links – A Third Party is any person, firm, corporation, association, organization, or entity other than us or Central 1 Credit Union. For your convenience, we may make services provided by Third Parties available to you. Your relationship with these Third Parties is separate from your relationship with us, may be beyond our control and subject to separate terms, conditions or agreements that you need to accept to use those services. If we use a Third Party to complete a Remote Instruction on your behalf or to provide you a service, you agree that the Third Party is your agent and is not acting as our agent.

    You assume the risks associated with using or accessing Third Party services and websites. We are not liable for the content of those websites or the use of Third Party services. Any disputes related to Third Party services are strictly between you and the Third Party.

Part 2 – Electronic Service Features

  • Cheque Images and Documents – You may view and print images of cheques and other Instruments drawn on your Account. These images may be available before we determine whether the item will be honoured or accepted. Being able to view the image is not an indication that the transaction has been processed or will be honoured by us.
  • Messages & Alerts – You can conveniently monitor the activity in your Accounts through messages we post to you and alerts which you can choose to set up. You agree that the message and alert service is for your convenience on an “as is” and “as available” basis. It does not create any obligation upon us, nor does it relieve you from your obligations to review your Account statements or otherwise abide by this Agreement.

    • We may post messages from time to time which can be viewed through our Electronic Services. You can choose to be notified of these messages by creating an alert.
    • We may add new types of alerts or cancel old types of alerts at any time. We may notify you if we cancel an alert, but aren’t obligated to do so.
    • We aim to ensure alerts are timely and accurate. We can’t guarantee their delivery as alerts may be delayed, stopped or misdirected for a variety of reasons, some that are beyond our control. We can’t guarantee their accuracy, since the content of an alert may be outdated due to subsequent activity on your Account or delays in sending data across various systems. You will need to verify information received through alerts by accessing your Account through online banking.
    • We do not send any personal information, such as your contact details or Account numbers in alerts. However, alerts may contain other information such as Account balances or transaction details. Be aware that messages and alerts are not encrypted and could be read by anyone with access to your email or mobile device.
    • We do not charge for the delivery of alerts, however, your mobile carrier may charge text or data fees depending on your plan.

    Set Up – You can set up these optional alerts using the alerts tool within Electronic Services. This tool allows you to set up your alert preferences. You may also choose to have alerts sent to:

    • A secondary email address; or
    • A mobile device that accepts text messages.

    If you change the email address or mobile number associated with your messages or alerts, you are responsible to update your alert contacts through the alerts tool.

    If you sign up to have alerts sent to a mobile device, you confirm that you are the Account holder for the device or have the Account holder’s permission to use the device for Electronic Services.

    To use the alerts feature, you must accept additional terms and conditions that will be presented to you before you can set up your alerts.

  • Bill Payment Service – This service allows you to make payments to thousands of merchants across Canada. If you make bill payments using Electronic Services, it is your responsibility to:

    • Provide accurate merchant Account billing information and keep it current; and
    • Allow sufficient time for the payment to be received and processed by the merchant before its due date.

    If you make or receive a bill payment in error, we may assist you by initiating or processing a “Bill Payment Error Correction Debit”. You are responsible for any service charges or fees related to the transaction.

  • Transfer Service – Transfer Services allow you to:

    • Move your money between your own Accounts with us or other participating financial institutions; and
    • Send funds to and receive funds from individuals and businesses who deal with participating financial institutions.

    4.1 Internal Account Transfers – You may move money between your Accounts held with us at any time. If you do so, you can choose when those funds will be moved. Any interest charged or due to you will be calculated based on the date and time the funds are actually moved between your Accounts based on our records. Transactions may be posted in our records at a date or time that is different than the date and time you initiate the transfer.

    4.2 External & Linked Accounts – You may use Electronic Services to:

    • Transfer funds between your Accounts with us and your Accounts with other financial institutions; and
    • Link multiple Accounts so that you can access them from a single user name (This does not mean your Accounts are merged).

    To link Accounts at other financial institutions you must:

    • Provide written authorization to us to allow the external link to be established;
    • Provide the financial institution number, branch address or number, and Account number of the external Account; and
    • Link only your Accounts.

    We may limit the number, dollar value and type of transfers you can conduct between your Accounts. We have the right to verify or refuse to accept links to any external Account and may limit the number of external Accounts you can link to your Account with us.

    We reserve the right to hold the amount of a transaction to an external or linked Account. During that time, you will not have access to the money. Once a transaction is authorized, funds usually arrive in your Account within three to five business days. We cannot guarantee when a transaction will be processed and are not responsible for any delay. All transactions will be reversed if they cannot be delivered or are returned.

    You may link your Canadian dollar Account only to another Canadian dollar Account. US dollar Accounts can be linked only to US dollar accounts with a financial institution based in Canada.

    4.3 epost™ Service – epost™ is a Third Party service offered by Canada Post that allows you to receive and manage your bills and other documents online. We offer this service simply as a link to their website. The relationship is between you and epost™ and is explained in their terms and conditions with you. 

    Consent to Use and Disclose Information – If you use epost™ services, you consent that we and epost™ may:

    • Prepare, use and disclose reports, other analysis and information about the service or your use of the service; and
    • Disclose your specific data about the total number of merchants you have registered, without identifying those merchants to anyone other than us and our affiliates, and without identifying detailed data of your viewing activities.

    4.4 Interac e-Transfer® – Interac e-Transfer® is a Third Party funds transfer service provided by Acxsys Corporation, that allows you to send funds to and receive funds from individuals and businesses who deal with participating Canadian financial institutions.

    Availability – Interac e-Transfer® is available only from certain permitted Accounts. We may limit the number and dollar value of transactions sent and received. Interac e-Transfer® services are provided at our discretion.

    Sending a Transfer – your Account will be debited as soon as you initiate a transaction. We may hold the transaction amount until the recipient successfully claims the transaction or it is cancelled. We have no obligation to pay interest on the transaction amount.

    The recipient will receive notice of the transaction approximately 30 minutes after you complete the transaction.

    As the sender, you are responsible for:

    • Providing the recipient’s correct contact information; and
    • Ensuring the recipient consents to your use of that information, including providing it to us, other participating financial institutions and Acxsys Corporation.

    EMT Answer – When you initiate the transfer, you create an EMT answer or password that the receiver will use to claim the transfer. Both sender and receiver must keep the EMT answer or password confidential. You must not include the EMT answer or password in the transaction details.

    We are entitled to pay the transfer amount to anyone who claims to be the intended recipient and provides the correct EMT answer or password. We are not responsible for any losses or damages incurred if someone other than the intended recipient provides the correct EMT answer or password to claim a transfer.

    Claiming a Transfer – Recipients may claim a transaction using:

    • Our Electronic Services;
    • Another financial institution’s electronic services; or
    • The Acxsys Corporation payment service.

    Funds may take three to five business days from the day the recipient successfully claims the transaction to arrive in the recipient’s Account. We cannot guarantee the date of deposit and are not responsible for any delay.

    Cancelling a Transfer – A transaction will be returned to the sender if:

    • The recipient declines or fails to claim it within 30 days; or
    • The transaction cannot be successfully sent to the recipient using the contact information provided.

    We may cancel a transaction if we believe a mistake has occurred or we suspect any unlawful or fraudulent activity. The sender may also cancel a transaction before the recipient claims it. We provide the method of transfer between You and the other party, but are not part of the transaction. Any disputes must be resolved between the sender and the recipient.

    Incorrect information – If You claim a transfer using the Acxsys Corporation payment service, but provide incorrect Account information, Acxsys Corporation or its agent may request correct Account information from you or may mail you a cheque for the amount of the transfer. We will not pay interest on the transaction amount.

  • Remote Deposit Service – Using a mobile device, Remote Deposit Service enables you to take a picture of a cheque payable to you and deposit it securely into your Account with us. Deposits made when we are not open for business may take up to one business day to be credited to your Account.

    Eligible Bill and Official Image – You must only deposit Eligible Bills into your Account using our Remote Deposit Services. An Eligible Bill for Remote Deposit purposes is a cheque in Canadian dollars drawn on a Canadian financial institution for deposit only into a Canadian dollar Account. An Official Image is an electronic image of an Electronic Bill. We are not obliged to accept any item for deposit.

    Depositing a Cheque – When you use Remote Deposit Services to deposit an Eligible Bill, you are responsible for:

    • Acting as an agent on our behalf to create and transmit an Official Image and related information. You cannot delegate this role to anyone. Receiving an Official Image from you via Remote Deposit will be treated the same by us as receiving a cheque from you at one of our branches.
    • Creating an Official Image using a method we authorize such as through our mobile app. As soon as you create the Official Image, you must mark the face of the cheque to indicate that it has been deposited and to prevent accidentally depositing the cheque a second time. Do not destroy any relevant information on the cheque until you verify the deposit;
    • Taking all necessary precautions to prevent anyone else from creating or transmitting a second version of the Official Image of any cheque that you imaged;
    • Creating and transmitting an Official Image of a cheque to us only once, unless we request in writing that you recreate and re-transmit it;
    • Ensuring that an Official Image created and transmitted is of good quality and captures all important details of the cheque;
    • Preserving the original paper version of each cheque transmitted for at least 60 days, but not more than 120 days after deposit;
    • Verifying that the deposit to your Account matches the date and amount of the transmission you made using the Remote Deposit Service;
    • Notifying us immediately if you suspect errors, omissions, irregularities, fraud, forgery, material alteration, duplicate deposit or compromised security; and
    • Ensuring that the cheque you are depositing is made payable to you and only you, is not post-dated, is not stale-dated (more than six months old), is not altered and was not received from anyone other than the person who wrote the cheque.

    If you have any suspicions about a cheque, bring it to your branch and tell us your specific concerns. You must fully co-operate with any inquiry or investigation of these concerns.

    Within five business days of transmission, we may request in writing that you produce and present to us the original cheque of any Official Image created and transmitted by you. If you fail to comply, we can hold or reverse any related credit to your Account. If we request that you re-transmit an Official Image, you are responsible for all costs associated with obtaining a replacement cheque that you have made unusable, destroyed or lost.

    Notices – We will use the contact information you provide to send you electronic notices related to the Remote Deposit Service, including to inform you that we have received an Official Image. These notices are for information purposes only and are no guarantee that the Official Image will be accepted by us, that your Account will be credited or that any credit granted is final, and not subject to reversal.

    Liability – You agree to protect and indemnify us from any liabilities and costs, including reasonable legal expenses, we incur in connection with any claim or demand related to your use of Remote Deposit Services. You must co-operate with us in any such claim or demand.

    You agree to indemnify us for any loss, expenses or damages we incur as a result of any breach of this Agreement or claim connected to:

    • Misuse of Official Images;
    • Items purporting to be Official Images that are not; or
    • Cashing or depositing cheques when the Official Image of the cheque has also been transmitted for collection.

    We are not liable for any expense, loss, damage, or inconvenience resulting from your use of the Remote Deposit Service, including delays in processing transactions.

  • Online Payment Service – INTERAC® Online is a Third Party payment service provided by Acxsys Corporation that allows you to pay for online purchases at participating merchants directly from your Account with Us.

    Transaction Processing – Once the transaction is authorized, the amount of the transaction will be withdrawn from your Account. We may pay the transaction amount to anyone who claims to be the participating merchant and provides the payment authorization details within 30 minutes after you authorize the transaction.

    Cancelling a Transaction – Payment authorization details are sent immediately after you authorize a transaction. Once the merchant receives payment authorization, a transaction cannot be cancelled. If a merchant cancels, declines or fails to claim a transaction within 30 minutes, the transaction amount will be returned to your Account.

    We may cancel a transaction before payment authorization details are sent to the participating merchant if we believe a mistake has occurred or the transaction is a product of unlawful or fraudulent activity.

    Dispute Resolution – All disputes, including requests for refunds, will be handled directly between you and the merchant. Refunds may be credited to your Account through Electronic Services or through another method the merchant deems appropriate.

    Notifications – After you authorize a transaction, we may send electronic notifications related to the Online Payment Service to the contact information you provide. These notifications are for information purposes only and are no guarantee that the merchant will successfully claim the transaction or that you have successfully purchased the product or service.

    Liability – We are not liable for any losses, damages or inconvenience that results from:

    • Funds held or limits set by us, Acxsys Corporation, a participating merchant, or another financial institution;
    • A person other than the intended merchant receiving the transaction amount; or
    • Your use of Online Payment Services, including delays in processing transactions or a merchant failing to claim a transaction.
  • Mobile Payment Services – This service can be performed, with a Debit Card and PIN or a virtual Debit Card and Passcode, using a Mobile Device that allows you to perform Point of Sale Transactions using a Mobile Device.

Electronic Services Agreement - Business


​(also referred to as “Direct Services Agreement”)

This agreement (the “Agreement”) outlines the terms and conditions governing the Depositor’s use of Direct Services for Business (defined below). Valley First, a division of First West Credit Union, ("The Financial Institution") does not offer Direct Services for Business other than in accordance with these terms and conditions. By requesting and using Direct Services for Business, the Depositor acknowledges their acceptance of these terms and conditions.

In consideration of the Financial Institution providing access to any of the Depositor’s Accounts using Direct Services for Business, the Depositor agrees as follows:

  1. INTERPRETATION – Any defined term used in this Agreement, defined in the singular, is deemed to include the plural and vice versa.

    “Access Terminal” means any device used to access any of the Depositor's Accounts, including, without limitation, an ATM, a computer, a portable hand-held device, or a telephone, including any form of mobile telephone.

    “Account” means any of the Depositor's accounts or subaccounts (if applicable) that the Depositor may have now or in the future, at the Financial Institution.

    “Account Agreement” means the agreements for the operation of the Account.

    “ATM” means an automated teller machine.

    “Biller” means a person who uses the EDP Services to deliver bills and invoices to their customers electronically.

    “Central 1” means Central 1 Credit Union.

    “Contaminant” means a computer virus, worm, lock, mole, time bomb, Trojan horse, rootkit, spyware, keystroke logger, or any other malicious code or instruction which may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware.

    “Debit Card” means a card, including a Smart Card, issued by the Financial Institution that allows the holder of the card to deposit cash and/or Instruments or withdraw cash from the Account through an ATM, authorize Transactions on the Account through an ATM, and that operates like an Instrument to purchase goods and services from merchants.

    “Delegate” means an Initiator Delegate and/or Read Only Delegate, as applicable.

    “Depositor” means the customer or member of the Financial Institution who holds the Account with the Financial Institution authorized by the Financial Institution for Direct Services for Business.

    “Direct Services for Business” means the services offered by the Financial Institution from time to time that let a Signing Officer access the Account using an Access Terminal; that let any Read Only Delegate view the Account using an Access Terminal; and that let any Initiator Delegate and/or Non Signer view the Account and start Transactions on the Account using an Access Terminal. However, Direct Services for Business do not include card services such as debit cards or smart cards, including those provided by a Third Party.

    “EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epost™) that facilitates the delivery of bills and invoices from Billers to their customers using Direct Services for Business.

    “Eligible Bill” means a bill that is of a class specified by a by-law, a Rule, or a standard made under the Canadian Payments Act, and defined therein as an ‘eligible bill’. For greater certainty, under this Agreement, an Eligible Bill supporting an Official Image, must be a paper-based Instrument, complete and regular on its face, immediately payable to the Depositor as payee, and be either a cheque, bank draft, or credit union official cheque, denominated in Canadian Dollars or US Dollars and drawn on a financial institution domiciled in Canada or the United States, as and if applicable. For purposes of this Agreement, third party Instruments that were either delivered to the Depositor with the payee in blank or were endorsed over to the Depositor and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to the Depositor from anyone other than the drawer, endorsed over to the Depositor, or altered after being drawn shall not qualify as an Eligible Bill.

    “EMT Answer” means the word or phrase created by the sender of a money transfer and used by the recipient to claim or decline the money transfer using EMT Services.

    “EMT Contact Information” means the electronic contact information, including, without limitation, an email address or telephone number, used in sending and receiving of a money transfer using EMT Services.

    “EMT Notice” means the electronic notice sent to the recipient of a money transfer, when such money transfer is sent using EMT Services. The EMT Notice may be read by using an Access Terminal.

    “EMT Services” means the money transfer service provided by Acxsys Corporation that facilitates the sending and receiving of money transfers (using including without limitation email or telephone) through Direct Services for Business to and from Participating Financial Institutions, and/or the Acxsys Corporation payment service.

    “External Account” means an account held at another Canadian financial institution; an Investment Industry Regulatory Organization of Canada registrant; a card issuer; or an entity eligible for membership with the Canadian Payments Association, being an account in the Depositor’s name or on which the Depositor has the authority to independently authorize Transactions.

    “Financial Institution” means Valley First (a division of First West Credit Union) as set out in the Account Agreement.

    “Initiator Delegate” means a person authorized by a Signing Officer through Direct Services for Business to start Transactions on the Account and to view the Account using an Access Terminal. An Initiator Delegate does not include a Read Only Delegate, a Non Signer, or a Signing Officer.

    “Instrument” means a cheque, promissory note, bill of exchange, order for payment, securities, cash, coupon, note, clearing item, credit card slip for processing, other negotiable instrument, or item of deposit or withdrawal of a similar nature and its electronic equivalent, including electronic debit instructions.

    “Non Signer” means a person authorized by the Depositor through any other channel except through Direct Services for Business to start Transactions on the Account and to view the Account using an Access Terminal. A Non Signer does not include an Initiator Delegate, a Read Only Delegate, or a Signing Officer.

    “Notice Contact Information” means the contact information, including, without limitation, postal address, email address, fax number, or telephone number, provided by the Depositor to, and accepted by, the Financial Institution, through which the Financial Institution gives written notice to the Depositor in accordance with this Agreement.

    “Notification” means a written notification generated by or on behalf of the Financial Institution that provides, to the Depositor, notice of a pending or completed Transaction or a summary of the balance of the Account, including notifications issued by email or SMS text messages to any of the Depositor’s Notice Contact Information.

    “Official Image” means an electronic image of an Eligible Bill, either created in accordance with the provisions of this Agreement or that otherwise complies with the requirements to permit negotiation and clearing of that Eligible Bill in accordance with the by-laws, standards, or Rules of the Canadian Payments Association.

    “Online Payment Service” means the online payment service provided by Acxsys Corporation (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services for Business and Acxsys Corporation to Participating Financial Institutions for the purchase of goods and services from Participating Merchants.

    “PAC” means the personal access code or word used with Direct Services for Business to access an Account.

    “PAD” means a Preauthorized Debit.

    “Participating Financial Institution” means a financial institution participating in EMT Services and/or the Online Payment Service, as the case may be.

    “Participating Merchant” means a merchant that offers the Online Payment Service as an online payment option on the merchant’s website.

    “PFM Service” means the financial management service provided by a Third Party PFM Service provider, Yodlee, Inc., which may be accessed through Direct Services for Business, that allows the Depositor or Signing Officer to consolidate management of the Account with management of External Accounts or other financial information, assets, and liabilities outside of the Financial Institution, linked to Direct Services for Business through the PFM Service Provider or input by the Depositor or Signing Officer, and such other financial management services as may be offered from time to time by the PFM Service provider or the Financial Institution.

    “PIW” means the personal identification word used in connection with Remote Instructions.

    “Preauthorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with the Depositor's written request.

    “Read Only Delegate” means a person authorized by a Signing Officer through Direct Services for Business to view the Account using an Access Terminal. A Read Only Delegate does not include an Initiator Delegate, a Non Signer, or a Signing Officer.

    “Remote Deposit Service” means the remote deposit capture service provided by the Financial Institution and Central 1, and accessed through Direct Services for Business, that allows the Depositor, Signing Officer, Delegate, or Non Signer, using an Access Terminal and/or any other means authorized by the Financial Institution in its sole discretion from time to time, to create, transmit, and receive to the benefit of the Financial Institution an Official Image for deposit to the Account.

    “Remote Instructions” means instructions given to the Financial Institution with respect to the operation of the Account from a remote location, using a computer, portable hand-held device, telephone, mobile telephone, fax, via the Financial Institution's online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution in order to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

    “Rules” means the published rules and standards of the Canadian Payments Association as amended from time to time.

    “Signing Officer” means any person authorized by the Depositor (or in the case of an unincorporated association, by the association) through any other channel except through Direct Services for Business, to sign Instruments or provide other orders for payments of money (either alone or with another person) on the Account, or to provide Remote Instructions or authorize other Transactions on the Account and for whom notice of such authorization has been given to the Financial Institution. A Signing Officer does not include an Initiator Delegate, a Read Only Delegate, or a Non Signer.

    “Smart Card” means a Debit Card that has an embedded integrated circuit that can process data and protect the cardholder from fraudulent use.

    “Business” means any Depositor carrying on commercial activity through their Account, including, but not limited to, a sole proprietorship, partnership, corporation, society, holding corporation, joint venture, association, or other business organization.

    “Third Party” means any person, firm, corporation, association, organization, or entity other than the Financial Institution or Central 1.

    “Transaction” means any transaction processed to or from the Account.

  2. PERSONAL INFORMATION – The Financial Institution may collect, use, and disclose the Depositor’s and each Signing Officer’s, Delegate’s, and/or Non Signer’s personal information in order to provide financial services and products to the Depositor, to verify or determine the Depositor’s, Signing Officer’s, Delegate’s, or Non Signer’s identity, and to comply with legal and regulatory requirements, all in accordance with this Agreement and the privacy policies of the Financial Institution. The Financial Institution may obtain, collect, use, and release confidential Depositor information as permitted or required by law or in a court proceeding or with the Depositor’s consent or as necessary to process Transactions. If the Depositor subscribes for PFM Services, special terms and conditions will also apply, as more particularly set forth in the PFM Schedule for Consent and Disclosure for PFM Service (“PFM Special Terms”) attached to and forming part of this Agreement.

  3. USE OF SERVICES – The Depositor may use or authorize the use of Direct Services for Business for a Signing Officer to access any permitted Account and to authorize such Transactions as may be permitted by the Financial Institution from time to time, commencing upon the day these terms and conditions are accepted by the Depositor and the Depositor's request for Direct Services for Business is approved by the Financial Institution. The Depositor may authorize the use of Direct Services for Business for a Non Signer to access the Account and to start such Transactions as may be permitted by the Financial Institution from time to time. The Financial Institution may, from time to time, add to or delete from the types of use permitted and the Direct Services for Business offered.

    In connection with Direct Services for Business, the Depositor agrees, and shall ensure that the Signing Officer agrees, to provide true, accurate, current, and complete information about the Depositor, the Account, and any External Account when required by the Financial Institution. Further, the Depositor agrees, and shall ensure that the Signing Officer agrees, to notify the Financial Institution of any changes to such information within a reasonable period of time.

  4. DELEGATES AND NON SIGNERS – In this Agreement, the Depositor's responsibilities to the Financial Institution are to be performed by the Signing Officer and his or her Delegates. The Depositor authorizes the Signing Officer to use Direct Services for Business and to appoint Delegates. A Signing Officer can authorize a person to act as his or her Delegate on the Accounts through Direct Services for Business only. If appointed, the Delegate must be specifically authorized as either a Read Only Delegate or an Initiator Delegate.

    The Depositor acknowledges that the Financial Institution disclaims liability and is not responsible for the actions or omissions of Signing Officers, Non Signers, and Delegates or for determining the adequacy of their authority and that it is the Depositor's exclusive obligation to verify the identity of each such person at the time of his or her appointment by the Depositor.

    Further, the Depositor acknowledges that the Financial Institution disclaims liability and is not responsible to maintain in its records any identifying information on the Delegates and that the Depositor is solely responsible for ensuring that the Delegates have access to the Account.

    The Depositor acknowledges that the Delegates and the Non Signers have no rights to authorize Transactions on the Account.

    A Delegate or a Non Signer can request through Direct Services for Business that the Financial Institution cease printing or mailing statements of the Account to the Depositor.

    All Transactions started by an Initiator Delegate must have the authorization of a Signing Officer before being completed.

    All Transactions started by a Non Signer must have the authorization of a Signing Officer before being completed.

    At the request of the Financial Institution, the Depositor must provide full and current particulars of the identities of any and all Signing Officers, Delegates, and Non Signers who have any rights of access to any Accounts pursuant to Direct Services for Business.

  5. SERVICE CHARGES AND FEES – The Depositor will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party. The Depositor will pay the service charges that the Financial Institution establishes, from time to time, for Direct Services for Business, including, without limitation, service charges for providing records regarding the Depositor that the Financial Institution is legally required to provide. The Depositor acknowledges receipt of a schedule of the Financial Institution's charges for Direct Services for Business in effect at the time of acceptance of this Agreement. The Financial Institution may, from time to time, increase or decrease the service charges for Direct Services for Business and provide notice of such changes by sending a notice to the Depositor's last known Notice Contact Information, by posting notice at the Financial Institution's premises or on the Financial Institution's website, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the change to the attention of the Depositor. Current service charges for Direct Services for Business may be obtained by contacting the Financial Institution or through the Financial Institution's website. The Depositor is responsible for determining the then current service charges for Direct Services for Business they request, in advance of requesting those services. By requesting Direct Services for Business, the Depositor agrees to pay service charges for the Direct Services for Business requested then in effect. The Financial Institution can deduct such obligations from the Account (or other accounts of the Depositor with the Financial Institution) when the service is requested or performed. New or amended service charges and fees will become effective on the earlier of the stated effective date following publication, when the service is requested or performed, or when incurred, and in any event, no later than 30 days after publication by the Financial Institution.

  6. AVAILABILITY OF DIRECT SERVICES FOR BUSINESS – The Depositor acknowledges that the availability of Direct Services for Business depends on telecommunications systems, computer hardware and software, and other equipment, including equipment belonging to the Financial Institution, Central 1, and Third Parties and that there is no guarantee or obligation to provide continuous or uninterrupted service. The Financial Institution and Central 1 are not liable for any cost, loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that the Depositor may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide Direct Services for Business, or from the malfunction or failure of telecommunication systems, computer hardware or software, or other equipment, or other technical malfunctions or disturbances for any reason whatsoever, nor are the Financial Institution or Central 1 liable for any lost, incomplete, illegible, misdirected, intercepted, or stolen messages, or failed, incomplete, garbled, or delayed transmissions, or online failures (collectively, “Interruption Claims”), even if the Depositor has advised the Financial Institution of such consequences. The Depositor releases and agrees to hold harmless the Financial Institution and Central 1 from any and all Interruption Claims.

  7. AUTHORIZATION FOR TRANSACTIONS – The Depositor acknowledges and agrees that:

    1. using the PAC to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Depositor or the Signing Officer in person or as otherwise contemplated or permitted by the Account Agreement;
    2. the Depositor will be bound by each such Transaction; and
    3. once the PAC has been used to authorize a Transaction, the Transaction cannot be revoked or countermanded.

    The Depositor irrevocably authorizes and directs the Financial Institution to debit or credit, as the case may be, the amount of any Transaction to the Account, together with any service charges or fees, authorized using the PAC, the PIW, in person by the Depositor or the Signing Officer, or as otherwise contemplated or permitted by the Account Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

  8. PIW AND PAC CONFIDENTIALITY – The Financial Institution can assign and/or require the Depositor or a Signing Officer to select and use a PIW in connection with this Agreement. The Depositor agrees, and shall ensure that each Signing Officer agrees, to keep the PIW confidential and will only reveal it to authorized Financial Institution agents or officers when required by the Financial Institution. The Depositor agrees, and shall ensure that each Signing Officer agrees, not to record the PIW in any format or medium. The Depositor and each Signing Officer can change the PIW at any time. The Depositor agrees, and shall ensure that each Signing Officer agrees, to change the PIW if and when required by the Financial Institution. The Depositor acknowledges, and shall ensure that each Signing Officer acknowledges, that the PIW must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.

    The Depositor agrees, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to keep the PAC confidential. The Depositor agrees, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, not to record the PAC in any format or medium. The Depositor, a Delegate, the Non Signer, and the Signing Officer may change the PAC at any time. The Depositor agrees, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to change the PAC if and when required by the Financial Institution. The Depositor acknowledges, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that the PAC must be changed if there is a change in the persons authorized to access the Account.

    The Depositor is responsible for all use of the PIW and/or PAC and for all Transactions on the Account authorized using Direct Services for Business.

    The Depositor acknowledges that the Financial Institution may, from time to time, implement additional security measures, and the Depositor will comply, and will ensure that each Delegate, Non Signer, and Signing Officer complies, with all instructions and procedures issued by the Financial Institution in respect of such security measures. The Depositor is aware, and will ensure that each Delegate, Non Signer, and Signing Officer is aware, of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. The Depositor agrees, and will ensure that each Delegate, Non Signer, and Signing Officer agrees, not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through the Financial Institution's internet banking website or through the Financial Institution's published contact information as shown on the Financial Institution's website.

    If the Depositor or Signing Officer discloses the PAC to a Third Party, and if the Financial Institution becomes aware of such disclosure, the Financial Institution may, in its sole discretion, waive the confidentiality requirements described in this article 8, PIW and PAC Confidentiality, but only if such disclosure is for a reputable personal financial management service similar to that described in article 30, Personal Financial Management. Notwithstanding any such waiver, the Depositor acknowledges and agrees, and shall ensure that the Signing Officer acknowledges and agrees, that the Depositor remains responsible for all use of the PAC by the Third Party.

  9. REMOTE INSTRUCTIONS – The Depositor or the Signing Officer may provide Remote Instructions to any branch of the Financial Institution as permitted by the Financial Institution, online through the Direct Services for Business web portal, or through the Financial Institution's telephone banking service, if any. The Remote Instructions may concern the Account maintained at that branch, or may concern other Transactions and arrangements conducted at or with that branch.

    The Financial Institution may, but will not be obliged to, act on Remote Instructions received in the name of the Depositor along with any requisite PAC and/or PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to the Financial Institution by mail and signed by the Signing Officer authorized to operate the Account. Any such Remote Instructions are deemed genuine.

    The Financial Institution may, in its sole discretion, acting reasonably, delay acting on or refuse to act on any Remote Instruction.

    A Remote Instruction is deemed received by the Financial Institution only when actually received and brought to the attention of an authorized officer of the Financial Institution capable of acting upon and implementing the Remote Instruction.

    Remote Instructions can be transmitted to the Financial Institution at the telephone or fax number or email address provided by the Financial Institution, or at such other telephone or fax number or email address as the Financial Institution may advise the Depositor by notice in writing, or online through the Direct Services for Business web portal. Any 1 Signing Officer may act alone and provide Remote Instructions to the Financial Institution, even if 2 or more signatures are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as a Signing Officer is in fact a Signing Officer, and can rely upon such, and the Financial Institution may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in the name of the Depositor will bind the Depositor.

  10. VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY THE FINANCIAL INSTITUTION – All Transactions are subject to verification and acceptance by the Financial Institution and, if not accepted, or if accepted but subsequently determined to be in error or otherwise improper or unauthorized, the Financial Institution may, but is not obliged to, reverse them from the Account. Verification may take place at a date later than the date the Depositor authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, ever determines that a credit made to or traced to the Account was made in error or based upon a mistake of fact, or induced through or in any way tainted by fraud or unlawful conduct, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest.

  11. FINANCIAL INSTITUTION RECORDS – The Financial Institution's records of all Transactions will be deemed to be correct and will be conclusive and binding on the Depositor. All Transactions will appear on the regular statements of account for the Account.

    If the Depositor believes or suspects that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, the Depositor must give immediate written notice to the Financial Institution, and in any event, must do so within the time provided in the Account Agreement.

    A copy of any fax or email message or other Remote Instructions or the Financial Institution's notes of any Remote Instructions given by telephone may be entered into evidence in any court proceedings as if it were an original document signed by or on behalf of the Depositor. The Depositor will not object to the admission of the Financial Institution's or Central 1's records as evidence in any legal proceeding on the grounds that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer, and all such records will be conclusive evidence of the Remote Instructions in the absence of documentary recorded evidence to the contrary.

    In the absence of evidence to the contrary, the records of the Financial Institution are conclusive for all purposes, including litigation, in respect of any other matter or thing relating to the state of the Accounts between the Depositor and the Financial Institution in respect of any Transaction.

  12. LIABILITY FOR ERRORS AND OMISSIONS – If the Financial Institution makes an error or omission in recording or processing any Transaction, the Financial Institution is only liable for the amount of the error or omission if the Depositor has not caused or contributed to the error or omission in any way, has complied with this Agreement and the Account Agreement, and has given written notice to the Financial Institution within the time provided in the Account Agreement, and to the extent the liability is not otherwise excluded by this Agreement or the Account Agreement.

    If the Depositor has given such notice, the Financial Institution's maximum liability is limited to the amount of the error or omission. In no event will the Financial Institution be liable for any delay, inconvenience, cost, loss, or damage (whether direct, indirect, special, exemplary, or consequential) whatsoever caused by, or arising from, any such error or omission.

  13. EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – The Financial Institution is not responsible for any loss or damage suffered or incurred by the Depositor except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case the Financial Institution will not be liable for any indirect, special, consequential, or exemplary damages (including, but not limited to, loss of profits) regardless of the cause of action and even if the Financial Institution has been advised of the possibility of such damages. In no event will the Financial Institution be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by the Depositor that is caused by:

    1. the actions of, or any failure to act by, the Depositor, a Signing Officer, or any Third Party (and no Third Party will be considered to be acting as an agent for the Financial Institution unless expressly authorized to do so for that purpose);
    2. the inaccuracies in, or inadequacies of, any information furnished by the Depositor to the Financial Institution, including, but not limited to any failed, duplicative, or erroneous transmission of Remote Instructions;
    3. the failure by the Financial Institution to perform or fulfill any of its obligations to the Depositor due to any cause beyond the Financial Institution's control; or
    4. forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.
  14. RISKS AND DUTIES – Except for loss caused exclusively by the Financial Institution's gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, the Depositor assumes all risk of loss due to the use of Direct Services for Business, including, without limitation, the risk of Third Party fraud and internal fraud of the Depositor. The Depositor further agrees that they will notify the Financial Institution immediately:

    1. of any suspected or actual misuse or unauthorized use of the PAC and/or PIW; or
    2. if the PAC and/or PIW becomes known to anyone other than the Depositor; and
    3. if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them.

    The Depositor will change the PAC and/or PIW if either of the notification requirements above in a) or b) arises.

    The notification requirement above in b) does not apply if the Depositor or Signing Officer has disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 30, Personal Financial Management.

    The Depositor acknowledges that the Depositor is responsible for all use made of the PAC and/or PIW and that the Financial Institution is not liable for the Depositor's failure to comply with any part of this Agreement. The Depositor is liable for all authorized and unauthorized use, including all Transactions. The Depositor is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Depositor expressly acknowledges and agrees that the Depositor shall be bound by and liable for any use of the PAC or PIW by a member of the Depositor's, Signing Officer's, Delegate's, or Non Signer's household.

    The Depositor acknowledges that the Depositor is liable for all transfers authorized by any Signing Officer to linked accounts. The Depositor bears all risk for all such Transactions.

    Where the Depositor knows of facts that give rise or ought to give rise to suspicion that any Transactions, instructions in respect of the Accounts, or Instruments deposited to the Accounts are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to the Financial Institution or found invalid for any reason, the Depositor has a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before negotiating or, alternatively, accessing any funds derived from such Transactions, instructions, or Instruments, and to disclose to the Financial Institution the Depositor's suspicion and the facts upon which the Depositor's suspicion is based (“Suspicious Circumstances”).

    The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by the Depositor, but the Financial Institution does not owe the Depositor any obligation to undertake its own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of the Depositor's Accounts pending investigation of any improper use of any Account. Any hold imposed by the Financial Institution pursuant to any of the terms of this Agreement, or investigation undertaken by the Financial Institution, is imposed or undertaken by the Financial Institution at the Financial Institution's sole discretion and for the Financial Institution's sole benefit.

    Release of a hold by the Financial Institution is not a confirmation that a Transaction, instruction, or Instrument is in fact good and may not be relied upon as such by the Depositor. If, to the satisfaction of the Financial Institution, any improper use is established, the Financial Institution can withdraw or suspend Direct Services for Business and/or operation of the Account without notice.

  15. RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement and the Account Agreement:


    1. if the Depositor and/or a Signing Officer did not reveal the PIW to any other person, other than authorized Financial Institution agents or officers when required by the Financial Institution, or write it down or otherwise record it, and changed the PIW when required by this Agreement, the Depositor will not be liable for any unauthorized use that occurs after the Financial Institution has received written notice from the Depositor that the PIW may have become known to someone other than the Depositor and/or a Signing Officer. The Financial Institution will not be considered to have received written notice until the Financial Institution gives the Depositor written acknowledgement of receipt of such notice;
    2. if the Depositor, Delegate, Non Signer, and/or Signing Officer did not reveal the PAC to any other person, other than authorized Financial Institution agents or officers when required by the Financial Institution, or write it down or otherwise record it, and changed the PAC when required by this Agreement, the Depositor will not be liable for any unauthorized use that occurs after the Financial Institution has received written notice from the Depositor that the PAC may have become known to someone other than the Depositor, Delegate, Non Signer, and/or Signing Officer. The Financial Institution will not be considered to have received written notice until the Financial Institution gives the Depositor written acknowledgement of receipt of such notice; and
    3. the Financial Institution will not otherwise be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in the name of the Depositor whether or not the Depositor and/or a Signing Officer actually gave the Remote Instructions. The Financial Institution will not be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made by a Delegate and/or a Non Signer through Direct Services for Business whether or not the Depositor, Delegate, and/or Non Signer actually gave the Remote Instructions.
  16. PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Direct Services for Business Transaction or an unauthorized Direct Services for Business Transaction, the Depositor will report the issue immediately to the Financial Institution. The Financial Institution will investigate and respond to the issue on a timely basis. The Financial Institution will not unreasonably restrict the Depositor from the use of the Account subject to dispute, as long as it is reasonably evident that the Depositor or Signing Officer did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with this Agreement and the Account Agreement. The Financial Institution will respond to reports of a problem or unauthorized Transaction within 10 business days and will, within a reasonable period of time thereafter, indicate what reimbursement, if any, will be made for any loss incurred by the Depositor. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that the Depositor has complied with this Agreement and the Account Agreement and on the balance of probabilities it is shown that the Depositor and Signing Officer took all reasonable and required steps to:

    1. protect the confidentiality of the PAC and PIW as required by this Agreement and the Account Agreement;
    2. use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; and
    3. act immediately, upon receiving a Notification of, or becoming aware of, an unauthorized Transaction, to mitigate against further loss and report the issue to the Financial Institution.
  17. ACCESS TERMINAL SECURITY – If Direct Services for Business are made available through the Internet or a telephone service provider, the Depositor acknowledges that, although the Financial Institution uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission, security is not guaranteed and information is transmitted at the risk of the Depositor. The Depositor acknowledges and shall ensure that any private Access Terminal used to access Direct Services for Business is auto-locked by a password to prevent unauthorized use of the Access Terminal, has a current anti-Contaminant program and a firewall, and that each Delegate, Non Signer, and Signing Officer acknowledges that it is his or her personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. The Depositor further acknowledges, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Depositor will sign out of Direct Services for Business and, where applicable, close the browser when finished using it. The Depositor further acknowledges, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that using public or shared computers and Access Terminals, or using Access Terminals in a public place, or through an open WiFi or shared Bluetooth portal, to access Direct Services for Business increases the risk of unauthorized access to the Account, and will take all reasonable precautions to avoid such use or inadvertent disclosure of the PAC and/or PIW.

  18. FRAUD PREVENTION AND DETECTION – The Depositor agrees to maintain appropriate security controls and procedures to prevent and detect thefts of Instruments, or losses due to fraud or forgery involving Instruments, or fraudulent or unauthorized Transactions.

    The Depositor further agrees to diligently supervise and monitor the conduct and work of all agents and employees having any role in the preparation of the Depositor's Instruments or conduct of Transactions, the Depositor's reconciliation of the statement of account for the Account, or other banking functions.

  19. LINKS – If Direct Services for Business are made available through the Internet, the Financial Institution's website may provide links to other websites, including those of Third Parties who may also provide services to the Depositor. The Depositor acknowledges that all those other websites and Third Party services are independent from the Financial Institution's website and may be subject to separate agreements that govern their use. The Financial Institution and Central 1 have no liability for those websites or their contents or the use of Third Party services. Links are provided for convenience only, and the Depositor assumes all risk resulting from accessing or using such other websites or Third Party services.

  20. THIRD PARTY SERVICES – The Financial Institution and Central 1 may, from time to time, make services provided by Third Parties available through Direct Services for Business or the Financial Institution's website. The Depositor acknowledges and agrees, and shall ensure that the Signing Officer acknowledges and agrees, that:

    1. the Financial Institution and Central 1 make the services of Third Parties available through Direct Services for Business or the Financial Institution's website for the convenience of Depositors. The services are provided by the Third Party and not the Financial Institution or Central 1. The Depositor's relationship with the Third Party shall be a separate relationship, independent of the relationship between the Depositor and the Financial Institution and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
    2. the Financial Institution and Central 1 make no representation or warranty to the Depositor with respect to any services provided by a Third Party even though those services may be accessed by the Depositor, Signing Officer, Delegate, or Non Signer through Direct Services for Business or the Financial Institution's website;
    3. the Depositor assumes all risks associated with accessing or using the services of Third Parties;
    4. the Financial Institution and Central 1 have no responsibility or liability to the Depositor in respect of services provided by a Third Party;
    5. any dispute that relates to services provided by a Third Party is strictly between the Depositor and the Third Party, and the Depositor will raise no defence or claim against the Financial Institution and/or Central 1; and
    6. the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations may apply to the services provided by Third Parties and that the Third Parties may, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation.
  21. INDEMNITY – The Depositor agrees to indemnify and hold the Financial Institution and its service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to the Depositor's use of Direct Services for Business. Depositors must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, the Depositor will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential, incurred by the Indemnified Parties as a result of:

    1. any of the Indemnified Parties making Direct Services for Business available to the Depositor;
    2. any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions;
    3. any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Delegate, and/or Non Signer through Direct Services for Business;
    4. any Transaction that results in a negative balance in the Account; or
    5. the consequences of any Transaction authorized by the Depositor or a Signing Officer.

    This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Depositor and the Depositor's successors and assigns and shall survive the termination of this Agreement for any act or omission prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

  22. DIRECT SERVICES FOR BUSINESS ACKNOWLEDGEMENT – The Depositor acknowledges and agrees that:

    1. when transfers and bill payments are authorized through Direct Services for Business, funds are deemed irrevocably transferred out of the Account, and the Transaction cannot be revoked or countermanded by the Depositor;
    2. anyone with access to the PAC and/or PIW may be able to access Direct Services for Business and may use the PAC and/or PIW to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
    3. the Financial Institution will not be liable in any way to the Depositor or any other person for processing or accepting on the Account any Transaction that results in the transfer of money out of the Account or in the payment of bills, even if the money is used for the benefit of a person other than the Depositor, or if bills owed by a person other than the Depositor are paid;
    4. the Depositor will be liable for all Transactions conducted using Direct Services for Business, including Transactions that benefit a person other than the Depositor or that result in the payment of bills owed by a person other than the Depositor; and
    5. a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.
  23. NO STATEMENT REQUEST AND ONGOING VERIFICATION OBLIGATIONS – If, at the request of the Depositor (through the Depositor, Signing Officer, Delegate, or Non Signer), the Financial Institution agrees to cease printing and mailing statements of account for the Account to the Depositor, the Depositor acknowledges and agrees that:

    1. the Depositor will be responsible to obtain (whether from the Financial Institution or using Direct Services for Business) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by no later than the end of the following calendar month (the “Notification Date”), notify the Financial Institution of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instrument or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account;
    2. notwithstanding any other provision of this Agreement, after the Notification Date (except as to any errors, irregularities, omissions, or unauthorized Transactions of any type of which the Depositor has notified the Financial Institution in writing on or before the Notification Date), the Depositor agrees that:
      1. the amount of the balances shown on the last day of the calendar month is correct and binding on the Depositor subject to the right of the Financial Institution to make reversals in accordance with this Agreement and the Account Agreement;
      2. all amounts charged to the Account are valid;
      3. the Depositor is not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;
      4. the Depositor has verified the validity of any Instruments and instructions; and
      5. the use of any service shown is correct.

      The Depositor acknowledges that:

      1. notwithstanding that an Instrument may be provisionally posted to the Account, it is not considered processed until it has been honoured and irrevocably collected by the Financial Institution and the time for return by any process of law has expired. The credit represented by an Instrument that is not honoured and collected, or is charged back, made in error, or tainted by fraud, may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly; and
      2. notwithstanding that a deposit or other credit may be provisionally posted to the Account, it is not considered processed until it has been verified and accepted by the Financial Institution. A deposit or other credit that is not verified and accepted may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly.
    3. Despite subsection b) above, if the Depositor has authorized PADs to be issued against any of the Accounts, the Depositor acknowledges that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and:
      1. where the purpose of the PAD was for payment of consumer goods and services, the time period for making such a claim is 90 calendar days from the date of debiting; and
      2. where the purpose of the PAD was for payment of goods and services related to commercial activities of the Depositor, the time period for making such a claim is 10 business days from the date of debiting.

      Claims must be made in writing to the Financial Institution within the specified time period and in compliance with the Rules, as amended from time to time.

  24. BILL PAYMENTS MADE THROUGH DIRECT SERVICES FOR BUSINESS – The Depositor acknowledges and agrees that:

    1. bill payments made through Direct Services for Business are not processed immediately and that the time period for processing depends upon a number of factors, including, without limitation, the time when the bill payment is authorized and the internal accounting processes of the bill payment recipient;
    2. it is the responsibility of the Depositor to ensure that bill payments are authorized in sufficient time for the payment to be received by the bill payment recipient before its due date;
    3. the Financial Institution and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of any error, non-payment or a delay in the processing of bill payments;
    4. if the Depositor has made or received a bill payment in error, the Financial Institution may, but is not obliged to, assist the Depositor by initiating or processing a “Bill Payment Error Correction Debit”, as defined under the Rules, and if so initiated, the Depositor agrees to indemnify the Financial Institution for any direct loss, costs, or damages incurred, and will pay to the Financial Institution any reasonable service charges or fees related to the provision of the service; and
    5. if the Financial Institution, absent gross negligence or wilful misconduct, initiates or processes a Bill Payment Error Correction Debit affecting the accounts or affairs of the Depositor, the Financial Institution shall be held harmless for any and all loss, costs, or damages suffered or incurred by the Depositor, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.
  25. DIRECT SERVICES FOR BUSINESS AND THIRD PARTIES – In respect of all Direct Services for Business and any Third Party services made available by the Financial Institution, the Depositor shall not, and shall ensure that each Delegate, Non Signer, and Signing Officer does not:

    1. use the services for an illegal, fraudulent, or defamatory purpose, and
    2. take steps, or cause, or permit anything to be done that could undermine the security or integrity of the services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of the Direct Services for Business or Third Party services).

    In the event of a breach of the provisions of a) or b), the Depositor's, the Delegate's, the Non Signer's, and/or the Signing Officer's participation in Direct Services for Business or any service provided by the Financial Institution or a Third Party may be suspended or terminated.

  26. EDP SERVICES – If the Financial Institution through Direct Services for Business makes EDP Services available and the Depositor uses the EDP Services:

    1. the Depositor consents to epost™ preparing, using, and disclosing reports relative to the performance and/or operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or the Depositor, and reports that pertain to the Depositor's involvement in and use of the EDP Services. The Depositor further consents to epost™ disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which the Depositor has registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of the Depositor's viewing activities;
    2. the Depositor acknowledges that epost™ will not respond directly to the Depositor with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct the Depositor to the Financial Institution or the Biller; and
    3. the Depositor acknowledges that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, the Depositor's participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.
  27. TRANSFERS WITH EXTERNAL ACCOUNTS – If the Financial Institution through Direct Services for Business enables the Depositor or a Signing Officer to authorize the transfer of funds between the Account and an External Account where the Depositor is also the account holder, then:

    1. the Depositor agrees to inform the Financial Institution in writing of the External Accounts it wishes to link to the Account in a form acceptable to the Financial Institution;
    2. the Financial Institution reserves the right to refuse to accept the External Account;
    3. the Depositor agrees to provide the Financial Institution with the financial institution number, branch address or number, and the account number of the External Account the Depositor wishes to link to the Account. The Financial Institution reserves the right to verify the External Account. The Depositor acknowledges that such verification may require the exchange of personal information of the Depositor and/or Signing Officer, and the Depositor consents, and shall ensure that the Signing Officer consents, to such use and disclosure of personal information;
    4. the Depositor and the External Account holder must provide authorization to establish the link between the Account and the External Account;
    5. the Depositor agrees to not link the Account to an account that is not owned by the Depositor;
    6. the Depositor acknowledges and agrees, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that the Financial Institution, at its discretion, may limit the type of transfers that can be conducted between the Account and the External Account; specifically, whether Transactions will be in the form of credits to the External Account, debits from the External Account, or both credits to and debits from the External Account;
    7. the Depositor may only link an Account denominated in Canadian dollars to an External Account denominated in Canadian dollars, or an Account denominated in US dollars to an External Account denominated in US dollars, and only if the External Account is with a financial institution domiciled in Canada;
    8. the Financial Institution reserves the right to limit the number of External Accounts that can be linked to the Account;
    9. the Financial Institution reserves the right to limit the dollar amount of Transactions to or from the External Account;
    10. the Financial Institution reserves the right to limit the number of Transactions to or from the External Account;
    11. the Financial Institution reserves the right to hold funds on the Transaction amount;
    12. the Depositor consents, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to the financial institution that holds the External Account of any personal information provided to the Financial Institution with respect to Transactions to or from the External Account. The Depositor also consents, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to the Financial Institution of any personal information provided to the financial institution holding the External Account of any personal information provided to such financial institution with respect to Transactions to or from the External Account;
    13. funds usually arrive in the Depositor's External Account or Account within 3 to 5 business days from the day the Transaction is authorized. The Financial Institution cannot guarantee the date of deposit to the Account or External Account. The Financial Institution and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in the processing of Transactions;
    14. all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and
    15. the Depositor agrees that for security or risk management purposes and at the Financial Institution's discretion, a nominal sum may be credited to the External Account once per year.
  28. TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services for Business enables the Depositor, the Signing Officer, and/or the Non Signer to link multiple Accounts to a single user name to allow the Depositor, the Signing Officer, and/or the Non Signer to access the Accounts from a single user name, it will not constitute merging the Accounts. If the Accounts are linked through Direct Services for Business, then:

    1. the Financial Institution reserves the right to refuse to accept any Account;
    2. the Depositor agrees, and shall ensure that each Signing Officer and Non Signer agrees, that the Financial Institution, at its discretion, may limit the type of Transactions that can be authorized between the Accounts, specifically whether Transactions will be in the form of credits to an Account, debits from an Account, or both credits to and debits from an Account;
    3. the Financial Institution reserves the right to limit the number of Accounts that can be linked;
    4. the Financial Institution reserves the right to limit the dollar amount of Transactions made to or from a linked Account;
    5. the Financial Institution reserves the right to limit the number of Transactions made to or from a linked Account;
    6. the Financial Institution reserves the right to apply a hold on the Transaction amount to a linked Account for a period of time to be determined by the Financial Institution, during which time the Transaction or portion thereof will not be accessible to the Depositor;
    7. the Depositor agrees, and shall ensure that each Signing Officer and Non Signer agrees, that the Financial Institution cannot guarantee the date of a Transaction to and/or from a linked Account. The Financial Institution and Central 1 will not be held liable for any cost, expense, loss, damage, or inconvenience of any nature arising as a result of a delay in the processing of Transactions; and
    8. all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.
  29. EMT SERVICES – If the Financial Institution through Direct Services for Business makes EMT Services available and the Depositor or Signing Officer authorizes the use of EMT Services, the Depositor acknowledges and agrees, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:

    1. the EMT Services are only available in Canadian dollars;
    2. the Account will be debited as soon as the Depositor or Signing Officer authorizes a Transaction, and the Financial Institution may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is deemed to have a security interest in the Transaction amount from the time the Account is debited until the recipient successfully claims the Transaction or the Transaction is cancelled;
    3. Transactions sent and received through the EMT Services are subject to number and dollar limits that may change from time to time without prior notice to the Depositor;
    4. the Financial Institution will not be responsible or liable for any losses or damages incurred as a result of funds held and/or limits set by the Financial Institution, Acxsys Corporation, or a Participating Financial Institution;
    5. an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after the Depositor or Signing Officer originates or authorizes the Transaction;
    6. as the sender or authorizer, the Depositor or Signing Officer will keep the EMT Answer confidential and will not disclose it or share it with anyone but the intended recipient;
    7. the recipient must correctly provide the EMT Answer to claim or decline the Transaction;
    8. the Financial Institution, the other Participating Financial Institution, and Acxsys Corporation or Acxsys Corporation's agents are entitled to pay the Transaction amount to anyone who, using the EMT Services, claims to be the recipient and successfully provides the EMT Answer;
    9. the Financial Institution will not be liable for losses or damages incurred as a result of a person other than the intended recipient guessing or obtaining the EMT Answer;
    10. as the sender or authorizer, the Depositor or Signing Officer will not include the EMT Answer in the Transaction details;
    11. as the recipient or receiver, the Depositor or Signing Officer will not disclose the EMT Answer except as required to claim or decline the Transaction;
    12. the recipient may claim a Transaction using the online banking services of the Financial Institution or another Participating Financial Institution or through the Acxsys Corporation payment service;
    13. if the recipient declines a Transaction that the Depositor initiated, the Transaction will be returned to the Depositor;
    14. funds usually arrive in the recipient's account within 3 to 5 business days from the day the recipient successfully claims the Transaction. The Financial Institution cannot guarantee the date of deposit;
    15. if the Depositor is the Sender, the Transaction will be returned to the Depositor if the recipient does not claim the Transaction within 30 days of the date the Transaction is initiated, if the Transaction cannot be successfully sent to the recipient's EMT Contact Information as provided by the Depositor, or if the recipient declines the Transaction. The Depositor is responsible for providing the recipient's correct EMT Contact Information and further agrees that the recipient has consented to the Depositor's use of the EMT Contact Information for EMT Services purposes, including its provision to the Financial Institution, the other Participating Financial Institution, and Acxsys Corporation;
    16. if the recipient successfully claims the Transaction using the Acxsys Corporation payment service but provides incorrect account information, Acxsys Corporation or its agent may request correct account information from the recipient or may mail an Instrument to the recipient. The Financial Institution will not pay interest on the Transaction amount;
    17. the Financial Institution may cancel a Transaction if it has reason to believe that a mistake has occurred or if it believes that the Transaction is a product of unlawful or fraudulent activity;
    18. the Depositor is responsible for providing valid EMT Contact Information and will immediately update it via Direct Services for Business if there are any changes to said EMT Contact Information;
    19. as the sender or authorizer, the Depositor or Signing Officer may cancel a Transaction up to the time the recipient successfully claims the Transaction. As the recipient or receiver, the Depositor or Signing Officer acknowledges that a Transaction may be cancelled up to the time the Depositor or Signing Officer successfully claims the Transaction;
    20. all disputes will be handled directly between the sender and the recipient;
    21. the Financial Institution may refuse to provide EMT Services for the Depositor; and
    22. the Financial Institution will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in processing a Transaction or for Transactions claimed by someone other than the intended recipient.
  30. REMOTE DEPOSITS – If the Financial Institution, through Direct Services for Business, makes the Remote Deposit Service available and the Depositor, Signing Officer, Delegate, or Non Signer uses the Remote Deposit Service, the Depositor acknowledges and agrees, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:

    1. solely for the Remote Deposit Service, the Financial Institution appoints the Depositor as its agent, to act on behalf of the Financial Institution in the creation and transmission of an Official Image to the Financial Institution, and any other related duties that may be required by the Financial Institution, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by the Financial Institution of the Official Image will have the same effect as if the Instrument was delivered to a branch of the Financial Institution for negotiation and clearing. The Depositor acknowledges and agrees, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that this role as agent cannot be further delegated by the Depositor. Further, the Depositor acknowledges and agrees, and shall ensure that the Signing Officer and Delegate acknowledges and agrees, that the Depositor, Signing Officer, and Delegate shall each be personally responsible and liable for:
      1. compliance with this Agreement,
      2. maintaining adequate security over any Access Terminal used and the location of use of the Access Terminal and any passwords so as to prevent use by others or interception of data transmitted,
      3. ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Bill,
      4. maintaining adequate safeguards and procedures for the preservation of originals of all Eligible Bills transmitted as Official Images, and
      5. verifying that deposits expected to be made to the Account reconcile with dates and amounts applicable to transmissions made using the Remote Deposit Service and for providing immediate notice to the Financial Institution of any errors, omissions, irregularities, or concerns about suspicions of fraudulent Instruments or compromise of the security applicable to the use of the Remote Deposit Service;
    2. the Financial Institution may, upon receipt of what reasonably appears to qualify as an Official Image, treat such as an Official Image and, as if it were an original of an Instrument received at a branch of the Financial Institution, subject to the Account Agreement and any policies of the Financial Institution governing Instruments;
    3. the creation of an Official Image will be done using a method authorized by the Financial Institution, in its sole discretion, from time to time. Further, the Depositor agrees to take all proper and necessary precautions to prevent any other person from purporting to create or transmit an Official Image to the credit of the Depositor's Account;
    4. nothing in this Agreement obliges the Financial Institution to accept for deposit any item whether it is or purports to be an Official Image. The Depositor shall not purport to create or transmit an Official Image of any item that does not qualify as an Eligible Bill or any item that is post-dated, stale-dated, received by the Depositor from anyone other than the drawer of that item, or that is in any way altered. If the Depositor, Signing Officer, or Delegate has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then the Depositor, Signing Officer, or Delegate, as the case may be, shall not seek to use the Remote Deposit Service for negotiation or collection of that item, but the Depositor or Signing Officer, as the case may be, will instead bring the original of that item to the counter of the branch of Account, identify the specific concerns to the Financial Institution, and fully disclose all material facts known by the Depositor, Signing Officer, or Delegate, as the case may be, relating to that item and fully cooperate with any inquiry or investigation of the concerns;
    5. under the Remote Deposit Service, Eligible Bills are restricted to those Instruments in Canadian dollars or United States dollars, drawn on a financial institution domiciled in Canada or the United States, as and if applicable, in the sole discretion of the Financial Institution from time to time. The Depositor shall not seek to use the Remote Deposit Service to deposit any Instrument into an Account different than the currency denominated on the Instrument. Canadian dollar Instruments shall only be deposited to a Canadian dollar Account. United States dollar Instruments shall only be deposited to a United States dollar Account;
    6. Official Images received through the Remote Deposit Service are subject to number and dollar limits that may change from time to time without prior notice to the Depositor;
    7. any Transaction made on any day or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution;
    8. once an Official Image of an Eligible Bill has been transmitted to the Financial Institution through the Remote Deposit Service, no further Official Images of that Eligible Bill will be created or transmitted through the Remote Deposit Service (or any other similar service) unless the Depositor is requested to do so by the Financial Institution in writing. Further, the Depositor agrees to make no further use of the original of an imaged Eligible Bill, and shall safely retain possession of the original of the Eligible Bill without further negotiation, transfer, or delivery to any other person or holder. In addition to all obligations and responsibilities either set forth in this Agreement or elsewhere, the Depositor agrees to indemnify and hold the Financial Institution and its service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to the Depositor's use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. The Depositor must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, the Depositor will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of any breach of this Agreement, or any claims arising from or relating to misuse of Official Images or items purporting to be Official Images, or negotiation of Eligible Bills where an Official Image has also been transmitted for collection;
    9. on transmission of an Official Image of an Eligible Bill to the Financial Institution, the Depositor is responsible for immediately marking the face of the Eligible Bill with a blatant notation or mark that prevents renegotiation of the Eligible Bill and indicates that the Eligible Bill has been imaged and transmitted, taking care not to obliterate any material particulars of that Eligible Bill. (For example: This can be done by writing "void" or "paid" or placing a diagonal stroke across the face of the item with a pencil, pen, or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to the Financial Institution, or such shorter period as stipulated by the Financial Institution in writing, the Depositor shall retain and produce to the Financial Institution immediately on written request the original of all imaged Eligible Bills. If the Depositor receives a written request to retain or produce, the Depositor will comply with the written request, and shall, if requested, produce, by delivering to the Financial Institution, the original of all specified Eligible Bills within 5 business days of such request. If the Depositor fails to comply with the written request made pursuant to this provision, then the Financial Institution can place a hold on or reverse any credit made to the Account in relation to those specified Eligible Bills, even if such creates an overdraft on the Account. If no written request is received within that time, then 120 calendar days after an Official Image has been transmitted to the Financial Institution through the Remote Deposit Service or such shorter period as stipulated by the Financial Institution in writing, and provided that the Depositor has verified a credit to the Account that reconciles to the Official Image transmitted, the Depositor agrees and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, to immediately proceed with destruction of the original of the Eligible Bill. Destruction methods include shredding, pulping, burning, or any other means that ensures that the original Instrument cannot be reused;
    10. the Depositor is responsible for any and all costs associated with obtaining a replacement Instrument in the event that the Financial Institution requests that the Depositor re-transmit an Official Image in accordance with h) above, and the original Instrument was destroyed in accordance with i) above or otherwise lost;
    11. in the Financial Institution's sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor uses the Remote Deposit Service to transmit an Official Image, including to advise the Depositor of the receipt by the Financial Institution of an Official Image. To receive such electronic notices, the Depositor must provide the Notice Contact Information required by the Financial Institution;
    12. an electronic notice, if any, sent in connection with the Remote Deposit Service is for information purposes only and is no guarantee that the Official Image will be accepted by the Financial Institution or that the Account will be credited; and
    13. the Financial Institution will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or the Financial Institution requiring the Depositor to obtain another Instrument.
  31. ONLINE PAYMENT – If the Financial Institution, through Direct Services for Business, makes the Online Payment Service available and the Depositor or Signing Officer authorizes the use of the Online Payment Service, the Depositor acknowledges and agrees, and shall ensure that each Signing Officer agrees, that:

    1. if the Depositor has previously provided notice to the Financial Institution that Transactions through Direct Services for Business require the authorization of more than one Signing Officer, the Financial Institution will not allow the Depositor to use the Online Payment Service. For further certainty, the Depositor or any Signing Officer, acting alone, can authorize a Transaction through the Online Payment Service;
    2. the Online Payment Service is only available in Canadian dollars from Participating Merchants;
    3. Transactions for the Online Payment Service must be initiated by the Depositor or Signing Officer through the appropriate online payment option available on the website of a Participating Merchant. For further certainty, an Initiator Delegate, Read Only Delegate, or Non Signer cannot use the Online Payment Service;
    4. as soon as the Depositor or Signing Officer authorizes a Transaction through the Online Payment Service, and provided that there are available funds or credit, the amount of the Transaction will be withdrawn from the Account or a hold will be placed in the amount of the Transaction. The Financial Institution will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is deemed to have a security interest in the Transaction amount from the time the Account is held until the Participating Merchant successfully claims the Transaction or the hold is removed;
    5. Transactions sent and received through the Online Payment Service are subject to number and dollar limits that may change from time to time without prior notice to the Depositor;
    6. the Financial Institution will not be responsible or liable for any losses or damages incurred as a result of funds held and/or limits set by the Financial Institution, Acxsys Corporation, a Participating Merchant, or a Participating Financial Institution;
    7. the Financial Institution, the Participating Financial Institution, and Central 1 are entitled to pay the Transaction amount to anyone who claims to be the Participating Merchant and provides the payment authorization details within 30 minutes of the Transaction being authorized by the Depositor or Signing Officer;
    8. the Financial Institution will not be liable for losses or damages incurred as a result of a person other than the intended Participating Merchant receiving the Transaction amount;
    9. if the Participating Merchant cancels, declines, or fails to claim a Transaction that the Depositor or Signing Officer authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, the Financial Institution cannot guarantee the date or time that the hold on the Transaction amount will be removed;
    10. the Financial Institution, Central 1, or Acxsys Corporation may cancel a Transaction once it is authorized, but before payment authorization details are sent to the Participating Merchant if there is reason to believe that a mistake has occurred or that the Transaction is a product of unlawful or fraudulent activity;
    11. once payment authorization details have been sent to the Participating Merchant, a Transaction cannot be cancelled. Payment authorization details are sent immediately after a Transaction is authorized by the Depositor or Signing Officer;
    12. all disputes, including requests for refunds, will be handled directly between the Depositor or Signing Officer and the Participating Merchant without the participation of the Financial Institution or any other party. A refund, if any, may be received through Direct Services and Central 1 for credit to the Account, or through such other method the Participating Merchant deems appropriate;
    13. the Financial Institution may refuse, in its sole discretion, to provide the Online Payment Service for the Depositor;
    14. in the Financial Institution’s sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor or Signing Officer authorizes a Transaction, including to advise the Depositor that the Account has been debited. To receive an electronic Notification, the Depositor must provide the Notice Contact Information required by the Financial Institution;
    15. an electronic Notification, if any, sent in connection with the Online Payment Service is for information purposes only and is no guarantee that the Participating Merchant will successfully claim the Transaction or that the Depositor has successfully purchased the product or service from the Participating Merchant; and
    16. the Financial Institution will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of using the Online Payment Services, including, but not limited to, a delay in processing a Transaction or a Participating Merchant failing to claim a Transaction.
  32. VIEWING CHEQUE IMAGING – The Financial Institution may, in connection with Direct Services for Business, permit the Delegate, Non Signer, and/or Signing Officer to view and print images of Instruments drawn on the Account and such images may be made available before the Financial Institution has determined whether the Instrument will be honoured or accepted. The Depositor acknowledges and agrees that such images are made available by the Financial Institution as a service to the Depositor and the provision of such images does not mean that the Transaction has been processed, nor does it in any way oblige the Financial Institution to honour or accept the Instrument.

  33. VIEWING DOCUMENTS – The Financial Institution may, in connection with Direct Services for Business, permit the Delegate, Non Signer, and/or Signing Officer to view and print images of documents. The Depositor acknowledges and agrees that such images are made available by the Financial Institution as a service to the Depositor and the provision of such images does not in any way oblige the Financial Institution to permit the Delegate, Non Signer, and Signing Officer to view and print images of documents.

  34. MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to the Depositor's future use of Direct Services for Business from time to time, for any reason, without any liability to the Depositor or any other person. The Financial Institution may provide notice of a change to this Agreement by mailing notice to the Depositor's last known address, by posting notice at the Financial Institution's premises, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the modification to the attention of the Depositor. The Depositor is responsible for regularly reviewing the terms and conditions of this Agreement. If the Depositor uses the Direct Services for Business after the effective date of an amendment to this Agreement, it will mean that the Depositor agrees to the amendment and adopts and is bound by the newer version of this Agreement. The Depositor must not change, supplement, or amend this Agreement by any means.

  35. OTHER AGREEMENTS – In addition to this Agreement, the terms and conditions of the Account Agreement between the Depositor and the Financial Institution will apply to Direct Services for Business and to Transactions made under this Agreement, except as expressly provided otherwise in this Agreement. If there is a conflict between the terms and conditions of the Account Agreement or any other agreements between the Depositor and the Financial Institution and the terms and conditions of this Agreement, then the terms and conditions of this Agreement will apply in respect of Direct Services for Business. There are no representations or warranties made by the Financial Institution to the Depositor concerning Direct Services for Business except for the representations, warranties, and obligations of the Financial Institution as expressly set out in this Agreement. Any advice, information, or statements provided by the Financial Institution, Central 1, or their service providers, agents, or their representatives, whether oral or written, will not create any representation, warranty, or condition, or vary or amend this Agreement, including the above liability exclusions, liability limitations, release and indemnity provisions, and the Depositor may not rely upon any such advice or information.

  36. NOTICES – Any notice required or permitted to be given to the Financial Institution in connection with this Agreement must be in writing and must be addressed and delivered to the Financial Institution at the address or fax number set forth on the Account Agreement. Any notice required or permitted to be given to the Depositor in connection with this Agreement may be given to the Depositor by delivering a written notice to the last known Notice Contact Information, or, except as to confidential financial information specific to the Depositor, by posting notice at the Financial Institution's premises or on the Financial Institution's website, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the notice to the attention of the Depositor.

  37. TERMINATION – This Agreement may be terminated by either the Financial Institution or the Depositor on not less than 1 business day's prior written notice. Any notice of termination shall not release the Depositor from any obligations under this Agreement.

  38. ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of Direct Services for Business shall be deemed to be acceptance of these terms and conditions as of the date of first use, or in the case of a modification of this Agreement, acceptance of the modified terms and conditions.

  39. APPLICABLE LAW – This Agreement is governed by the laws of the province of the Account, or if more than 1 Account, then the jurisdiction of incorporation of the Financial Institution and the federal laws of Canada applicable therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

  40. ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Financial Institution and the Depositor and their successors and assigns.

  41. PROCEEDS OF CRIME LEGISLATION – The Depositor acknowledges that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that the Financial Institution will, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. The Depositor agrees, and shall ensure that any Signing Officer, Delegate, and/or Non Signer agrees, to abide by and comply with all such laws and procedures.

  42. SEVERABILITY – This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then:

    1. the offending portion of the provision shall be expunged and the remainder of such provision will be interpreted, construed, or reformed to the extent reasonably required to render the same valid, enforceable, and consistent with the original intent underlying such provision; and
    2. such invalidity or unenforceability will not affect any other provision of this Agreement.
  43. NO WAIVER – No waiver by the Financial Institution of any breach of or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. The Financial Institution may, without notice, require strict adherence to the terms and conditions of this Agreement, despite any prior indulgence granted to or acquiesced in by the Financial Institution.

  44. CHOICE OF LANGUAGE – It is the express wish of the parties that this Agreement and any related documents be drawn up and if execution is required, to be executed in English. Les parties conviennent que la présente convention et tous les documents s'y rattachant soient rédigés et signés en anglais.


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