(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). Envision Financial, 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:
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.
“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.
“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.
“Interac e-Transfer 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 Interac e-Transfer Services.
“Interac e-Transfer Contact Information” means the electronic contact information, including, without limitation, an account number, email address or telephone number, used in sending and receiving of a money transfer using Interac e-Transfer Services.
“Interac e-Transfer Notice” means the electronic notice sent to the recipient of a money transfer, when such money transfer is sent using Interac e-Transfer Services. The Interac e-Transfer Notice may be read by using an Access Terminal.
“Interac e-Transfer Services” means the money transfer service provided by Interac Corp. that facilitates the sending and receiving of money transfers (using including without limitation account number, email or telephone number) through Direct Services for Business to and from Participating Financial Institutions, and/or the Interac Corp. 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 Envision Financial (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 Interac Corp. (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services for Business and Interac Corp. 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 Interac e-Transfer 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.
“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.
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.
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.
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.
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.
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.
AUTHORIZATION FOR TRANSACTIONS – The Depositor acknowledges and agrees that:
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.
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.
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.
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.
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.
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.
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:
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:
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.
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:
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:
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:
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:
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:
The Depositor acknowledges that:
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:
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:
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:
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:
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:
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:
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:
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:
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.
Everything is easier with a little help.
We acknowledge that we have the privilege of doing business on the traditional and unceded territory of First Nations communities.