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.

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.

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.

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.

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.

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.

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 ensure 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.

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.

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:

   6. 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
   7. 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.

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.

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.

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.

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.

Interac e-Transfer SERVICES – If the Financial Institution through Direct Services for Business makes Interac e-Transfer Services available and the Depositor or Signing Officer authorizes the use of Interac e-Transfer Services, the Depositor acknowledges and agrees, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:

1. the Interac e-Transfer 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, if applicable, 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 Interac e-Transfer 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, Interac Corp., or a Participating Financial Institution;
5. an Interac e-Transfer Notice advising the recipient of the Transaction may 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 Interac e-Transfer Answer confidential and will not disclose it or share it with anyone but the intended recipient;
7. as the sender or authorizer, the Depositor or a Signing Officer will select an Interac e-Transfer Answer that is known only to the recipient and that cannot be easily determined via social media or other means; the Depositor or a Signing Officer will not disclose the Interac e-Transfer Answer in the applicable security question, hint or Transaction details; and the Depositor or a Signing Officer will not provide the recipient the Interac e-Transfer Answer via the email or phone number that was used to send the Interac e-Transfer Notice;
8. if applicable, the recipient must correctly provide the Interac e-Transfer Answer to claim or decline the Transaction;
9. the Financial Institution, the other Participating Financial Institution, and Interac Corp. or Interac Corp.'s agents are entitled to pay the Transaction amount to anyone who, using the Interac e-Transfer Services, claims to be the recipient and, if applicable, successfully provides the Interac e-Transfer Answer;
10. 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 Interac e-Transfer Answer;
11. Interac e-Transfer as the recipient or receiver, the Depositor or Signing Officer will not disclose the Interac e-Transfer 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 Interac Corp. payment service; Transactions sent via account number, Autodeposit or Request Money feature may be automatically deposited into the account of the recipient/ requestor, and no Interac e-Transfer Answer would be required by the Recipient;
13. if the recipient declines a Transaction that the Depositor initiated, the Transaction will be returned to the Depositor;
14. while the Interac e-Transfer Notice is usually delivered to the recipient within 30 minutes, the Financial Institution does not guarantee the time of deposit;
15. as 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 Interac e-Transfer Contact Information as provided by the Depositor, or if the recipient declines the Transaction.
16. as the sender, the Depositor or a Signing Officer is responsible for providing the recipient's correct Interac e-Transfer Contact Information and further agrees that the recipient has consented to such notice in compliance with any applicable requirements of Canada’s Anti-Spam Legislation (CASL) and to the Depositor's use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to the Financial Institution, the other Participating Financial Institution, and Interac Corp.;
17. if the recipient successfully claims the Transaction using the Interac Corp. payment service but provides incorrect account information, Interac Corp. 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;
18. 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;
19. the Depositor is responsible for providing valid Interac e-Transfer Contact Information and will immediately update it via Direct Services for Business if there are any changes to said Interac e-Transfer Contact Information;
20. 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; Notwithstanding the foregoing, if the Interac e-Transfer Transfer is sent to an account number or the recipient accepts via Autodeposit, then the Transaction takes place in real-time and the Depositor or Signing Officer cannot cancel a Transaction;
21. all disputes will be handled directly between the sender and the recipient;
22. the Financial Institution may refuse to provide Interac e-Transfer Services for the Depositor;
23. 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;
24. the Depositor is responsible for charges, if any, or data rates that the Depositor’s applicable service provider may apply for transmitting and receiving data (including but not limited to data roaming charges);
25. if the Depositor is the recipient, and if the Depositor has activated the Autodeposit feature for the email address used by the sender to send the Depositor funds, or by other means that may become available, such as mobile number, then the money the Depositor receives via Interac e-Transfer Services is automatically deposited into the Depositor’s account and the Depositor will not have to provide the Interac e-Transfer Answer, notwithstanding that the Autodeposit feature is subject to support by the sender’s Participating Financial Institution;
26. if the Depositor or a Signing Officer is the requestor of funds through Interac e-Transfer Services, the Depositor or a Signing Officer must provide the email address or mobile number of the recipient of the Depositor’s request, the Depositor further agrees such request is in compliance with any applicable requirements of Canada’s Anti-Spam Legislation (CASL) and that the recipient of such request has consented to the Depositor’s use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to the Financial Institution, the other Participating Financial Institution, and Interac Corp.; and the Depositor or a Signing Officer must provide the eligible account the Depositor wants the Financial Institution to use to deposit the money the Depositor receives, if the Depositor’s recipient accepts the Depositor’s request;
27. the Depositor agrees that it is the Depositor’s responsibility, as sender, to provide complete and accurate information about the recipient and, as the recipient to any request for transfer, to respond only to requests that the Depositor is expecting and has consented, to such requestor of funds, to receiving; and
28. the Depositor agrees and acknowledges that any personal information sent through Interac e-Transfer Services by the Depositor or a Signing Officer, whether through the transfer of funds or a request for funds, shall be the Depositor’s responsibility, and the Financial Institution shall not be liable for any cost, expense, loss, damage, or inconvenience for any violation of applicable privacy laws or regulations, as the case may be, and for certainty, the Depositor further agrees that any transfer of personal information through Interac e-Transfer Services shall be subject to the privacy policies of the Financial Institution.

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.

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, Interac Corp., 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 Interac Corp. 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.