Signature Bank Online Banking (NetTeller) Agreement and Disclosure for Business Clients
This Signature Bank NetTeller Agreement and Disclosure for Business Clients (this "Agreement") provides information about Signature Bank’s NetTeller service. Services include bill payment and funds transfers performed by using your personal computer (PC) with an Internet connection. For the purposes of this document, "Client," "You" and "Your" shall refer to each business depositor that signs up for Signature Bank NetTeller. "We," "Our," "Us" or "Bank" shall refer to Signature Bank. All references to time of day in this Agreement shall be Eastern Standard Time or Daylight Savings Time in the Eastern Time zone.
An account used exclusively by a business entity for business purposes, including an individual doing business as a sole proprietorship. A business account may not be used by a consumer for any consumer purposes.
Funding Account(s)/Receiving Account(s)
Funding Account(s) are account(s) accessible through the Signature Bank NetTeller service used for the initiation of transfers and/or bill payments. Receiving Account(s) are those account(s) accessible through the Signature Bank NetTeller service which receive funds that are being transferred from a funding account.
The effective date is the date for which a scheduled transaction is to take place.
Signature Bank’s business days are Monday through Friday. Weekends and Federal holidays are not included. The bank may be open on Saturdays or certain federal holidays; however, online transactions will not be processed until the next business day.
Any balance shown by NetTeller will include a date as of which the balance is current. The balance shown may not be your actual available balance, it may include deposits still subject to verification by us. The balance shown may also differ from your records because it may not include deposits in progress, outstanding checks, or other withdrawals, payments, or charges, or items in process that were made after cutoff times.
The Balance (See definition of Balance) in the account which includes funds available Overdraft Line of Credit, if applicable.
A. Application for Signature Bank Online Banking Service
Signature Bank NetTeller is a menu option or "button" found on Signature Bank’s home page www.signaturebankmi.com . You may become eligible for this Banking Service by completing a Signature Bank Business Online Banking Application at a Signature Bank location or mailing a signed Business Online Banking Application from the Forms Library section. Application forms are subject to approval by the Bank and, in order to use this Banking Service, you must have an account in good standing with the Bank. By signing the Signature Bank Business Online Banking Application, you agree to the terms of this Agreement.
Bank offers to its business clients information services under the product name Signature Bank NetTeller ("Service"). A third party vendor ("Vendor") as selected by Bank provides the Service, and both Vendor and Service are subject to change from time to time without notice to Client. Client agrees and stipulates that Vendor is an independent contractor providing software and data transmission services and is not the agent of Bank or any Client. Neither Bank nor Vendor is responsible for the actions or omissions of the other.
C. Equipment and Technical Requirements
It is your responsibility to acquire the software and equipment necessary to use the Service. To access the Service and to perform transactions, you must have Internet access, a web browser and 128-bit encryption. Client acknowledges that access to the Service and the availability of services hereunder is at all times conditioned upon the availability of the computer services, software and system used to communicate Client’s instructions and Bank’s responses. BANK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED OR SUFFERED BY CLIENT AS A RESULT, DIRECTLY OR INDIRECTLY, OF ANY FAILURE, INTERRUPTION, SUSPENSION OR TERMINATION OF SUCH SERVICES OR SYSTEM FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO THE ACTS OR OMISSIONS OF THE SERVICE OWNER OR ANY THIRD PARTY.
D. Representations and Warranties
Client represents and warrants to Bank that:
E. Use of Signature Bank NetTeller
You may use this Banking Service anytime, day or night, seven (7) days a week with your Signature Bank Online ID and Password to satisfy the system's security procedures. From time to time, access to this Banking Service may be temporarily unavailable due to the Bank's record updating, performing regular maintenance or experiencing technical difficulties. We will attempt to provide notification in advance of any possible interruption of service.
The following functions may be performed when using this Banking Service:
You authorize the Bank to charge your account(s) and facilitate the requests you initiate using this Banking Service for bill payments and/or transfers, including the amount for any recurring bill payment or transfer, plus any service charges for this Banking Service. Before any bill payment and/or transfer requests are processed, sufficient available funds must be in the account(s) from which the funds are to be debited.
With respect to savings accounts and money market accounts, Regulation D allows you no more than six transfers or withdrawals per month unless these transfers/withdrawals are made in person by entering a Signature Bank office or by mail, for repaying loans held in your name at this Bank or through the use of an ATM machine. Should you exceed the permitted number of transfers/withdrawals on an account, the Bank will be required to close the account, impose a fee, and/or change the account to another demand deposit account.
This Agreement is subject to such rules and procedures as Bank may establish and disseminate from time to time, including but not limited to, rules and procedures regarding security. Bank will rely upon the information Client furnishes to Vendor and/or Bank. NEITHER BANK NOR VENDOR SHALL HAVE ANY OBLIGATION TO DISCOVER, AND SHALL NOT BE LIABLE TO CLIENT FOR ANY ERRORS MADE BY CLIENT, INCLUDING, BUT NOT LIMITED TO, ERRORS MADE IN IDENTIFING ANY ACCOUNT OR PERSON, ERRORS IN THE AMOUNT OF ANY TRANSFER, DUPLICATE TRANSFER ORDERS ISSUED BY CLIENT AND ERRORS IN THE INFORMATION CLIENT FURNISHES TO VENDOR AND/OR BANK.
F. Liability of Bank
Generally. Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall not be liable, except as provided by applicable law, for any error or delay so long as Bank has acted in accordance with the terms and conditions hereof. Bank shall not be liable for any decision, made in good faith, to reject or not to process any transfer for any reason, including, but not limited to, if Client is in breach of any obligations hereunder, or if Bank reasonably believes there is (or Bank has actual notice of) the commencement of any proceeding by or against Client involving bankruptcy, reorganization, receivership, insolvency, or any other insolvency law or laws providing for the relief of debtors.
Compensation and Limitation of Liability.
IN NO EVENT SHALL BANK OR VENDOR BE LIABLE TO CLIENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INDIRECT LOSS OR DAMAGES, LOST PROFITS, OR THE LIKE, EVEN IF BANK OR VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Failure of Client to notify Bank in writing of any discrepancies within fourteen (14) calendar days of receipt of mailing or delivery of statement or confirmation shall preclude Client from asserting any discrepancy, error, or lack of authority against Bank, and shall relieve Bank of any liability for any transfers reflected in the statement or confirmation and for any future erroneous transfers that could have reasonably been avoided had Client notified Bank within said fourteen (14) day period. Subject to the foregoing and except as otherwise provided herein, as a condition precedent to any liability of Bank, Client must notify Bank in writing of any alleged breach of this Agreement, or other occurrence purportedly giving rise to liability of the Bank, as promptly as is reasonably possible, but in no event later than fourteen (14) calendar days following the day on which such alleged breach or occurrence was or could reasonably have been discovered by Client. BANK SHALL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS OF CLIENT OR ITS AGENTS OR OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, VENDOR, ANY FEDERAL RESERVE BANK, ANY COURIER SERVICE, THE NATIONAL AUTOMATED CLEARINGHOUSE ASSOCIATION (NACHA), ANY TRANSMISSION OR COMMUNICATIONS FACILITY, OR ANY OTHER PARTY INVOLVED WITH PROCESSING OF ANY ENTRY, AND NO SUCH THIRD PARTY SHALL BE DEEMED BANK'S AGENT. Subject to the limitations herein, unless otherwise required by applicable law, any damages or other compensation due Client resulting from Bank's performance hereunder shall be limited to the Fees received by Bank during the six (6) month period preceding the date which the claim first accrued. If the Agreement has been in effect for less than six (6) months preceding such date, then compensation shall be limited to the amount of such Fees during such number of preceding months as this Agreement has been in effect.
Notwithstanding any other provisions of this Agreement, Bank will not be held liable for any loss, expense, error or delay, including, but not limited to, any delay or inability to provide access to the Service, or in its ability to perform the transactions necessary to comply with Client's instructions, caused by accidents, strikes, flood, fire, war, riot, electrical or mechanical failures, software defects, acts or omissions of Client, Vendor, or any other third party, including but not limited to, acts or omissions of any telephone or telecommunications carrier, legal constraints, acts of God or any other causes or conditions that are beyond Bank's reasonable control.
Warranty Disclaimer. NEITHER BANK NOR VENDOR MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING PRODUCTS OR SERVICES OF BANK OR VENDOR (INCLUDING, WITHOUT LIMITATION, THE SERVICE), INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
G. Account Information Disclosure
We have the right to disclose information to third parties about your account and the bill payments or transfers you make:
H. Documentation and Verification of Bill Payments and Transfers
Client will, and agrees to, at all times, defend, indemnify and hold Bank, its parent and other affiliates, and the employees, shareholders, officers, directors, associates, representatives and agents of Bank, its parent and other affiliates, harmless from and against any and all liabilities, claims, demands, causes of action, losses, damages, costs, expenses, and attorneys' fees (including those fees allocable to Bank's in-house counsel), settlements, judgments or recoveries arising out of or relating, directly or indirectly, to Client's use of the Service, Client's negligence, Client's failure to comply with applicable law, including without limitation any willful misconduct, criminal misconduct or fraud, or Client's failure to comply with the terms of this Agreement.
J. Disclosure of Information; Confidentiality and Security
One East Huron Avenue
Bad Axe, MI 48413
The security of the Codes depends on Client’s maintaining the security of the Codes and limiting access to the Service to Client’s authorized personnel. Anything that permits any other party, besides Bank and Client’s authorized personnel, to learn the Codes and enables the outside party to input information on the Service destroys the safeguard of the Codes and the protection of the Service. Client acknowledges and agrees that it has sole responsibility for the security of the Codes and access to the Service, and agrees to hold Bank harmless for complying with all instructions received from Client through the Service.
You will be asked to change the Password upon the first access to the Service. USE OF A PASSWORD BY YOU OR BY ANY OTHER PERSON WITH YOUR AUTHORIZATION SHALL BE CONSIDERED THE SAME AS YOUR WRITTEN SIGNATURE AUTHORIZING US TO COMPLETE ANY TRANSACTION OR REQUEST COMMUNICATED THROUGH THE SERVICE. If the confidentiality of a Password is compromised, you are responsible for changing the Password so as to deny access to the Service. If you furnish an Online ID and Password to another person, you are liable for all subsequent transactions. You agree that these security procedures are commercially reasonable and are designed to authenticate your transactions.
K. Client Accounts, Affiliated Company Accounts and Consumer Accounts
Client will have access through the Service to the accounts identified in the Business Online Banking Application. If Client has requested access to a consumer (non-business) account on the Service, Client acknowledges that a copy of the Signature Bank NetTeller – Consumer Service Terms and Conditions Agreement & Electronic Funds Transfer Disclosure has been delivered to each consumer who has such an account listed.
L. NetTeller Transfers
If Client has selected Internal Transfer ability, Client will have the ability to transfer funds between checking, savings and loan accounts maintained with Bank. For Internal Transfers to be processed on the business day of the request, the request must be sent to Bank through the Service no later than 5:00 PM EST. If the request is sent to Bank after 5:00 PM EST, Bank may process the request the following business day, unless funds are not available. Your ability to initiate Internal Transfers between accounts may be limited by federal law or by the terms of your general account agreement with us (i.e., the Terms and Conditions account agreement governing your accounts). Internal Transfers from deposit accounts that are Savings or Money Market Deposit Accounts are limited as required by federal regulation to no more than six (6) pre-authorized transfers in any specified period. The specified period for Savings and Money Market Deposit Accounts is the calendar month. Internal Transfers utilizing the Service are considered pre-authorized transfers and must comply with the six (6) per month limitation. Your account must have sufficient funds in order for transfers to be completed. You can not post-date a transfer.
M. Bill Payment
If Client has activated the Bill Payment feature, funds will be taken out of the account designated on the "effective date" as indicated by Client. For Bill Payment transactions to be processed on the same business day as the request, the request must be sent to Bank through the Service no later than 1:00 PM EST. If the request is sent to Bank after 1:00 PM EST, Bank will process the request the following business day, unless funds are not available. Your account must have sufficient available funds in order for Bill Payment transactions to be completed. If a Bill Payment transaction is not processed because there are not sufficient available funds in the account, Bank is not responsible for the failure of this transaction. You must allow sufficient time for the payee to receive the bill payment before the due date the payee provides you. If you do not allow sufficient time for a bill payment, you assume full responsibility for all late fees, finance charges and any other actions initiated by the payee against you. In many cases, bill payments are electronically delivered to the payee, and are typically received within two (2) business days after the "effective date." However, some payees do not accept electronic payments; therefore, a check will be mailed, which may typically take five (5) business days after the "effective date" to process and deliver.
If an electronic payment transaction is not processed because there are not sufficient funds in the funding account, we are not responsible for the failure of this transaction. You will receive a message within your Signature Bank NetTeller service advising you that the bill payment transaction could not be processed. In the instance the bill payment is not processed due to insufficient available funds, the service will continue to retry processing the payment until funds are available.
If there are insufficient available funds in your account at the time a bill payment check is presented for payment, the check will be returned to the payee and the Bank's normal insufficient funds fee will be assessed.
BANK IS RESPONSIBLE ONLY FOR EXERCISING REASONABLE AND ORDINARY CARE IN MAKING BILL PAYMENTS UPON YOUR AUTHORIZATION AND FOR SENDING OR MAILING A BILL PAYMENT TO THE DESIGNATED PAYEE BASED ON THE CIRCUMSTANCES AS ABOVE OUTLINED. THE BANK IS NOT LIABLE IN ANY WAY FOR DAMAGES YOU INCUR IF:
N. Authorization to Charge Accounts
You authorize the Bank to charge your funding account(s) or any other deposit account(s) owned by you at this Bank for any transactions accomplished through the use of this Banking Service, including the amount of any bill payment or transfer that you make, and any charges for the service. You understand that in adding a payee or maintaining a payee list, even if no payments are scheduled, you are electing to use the full Signature Bank NetTeller service with the Bill Payment feature and therefore will be charged accordingly. You authorize the Bank to process bill payments and to transfer funds according to the instructions the Bank receives if the instructions are received by the Bank through this Banking Service. You authorize the Bank to initiate any reversing entry or correcting entry and to debit your accounts at Signature Bank or elsewhere, in order to correct any mistaken entry.
You understand that if a bill payment or transfer request describes the beneficiary inconsistently by name and account number, execution of the request will occur on the basis of the account number, even if it identifies a person other than the named beneficiary. Further, Signature Bank and other financial institutions or merchants to which a bill payment or transfer request is forwarded may rely on any identification number supplied by you as a means to identify any other financial institution or merchant, even if the identification number is other than that of the financial institution or merchant named by you. Your obligation to pay the amount of the bill payment and/or transfer to Signature Bank is not excused in such circumstances.
O. Standard of Care
The Bank will exercise ordinary care and act in good faith in connection with providing the Service to you. The Bank does not warrant or represent that the Service will operate uninterrupted or that the Service will be error free. The Bank will use reasonable commercial efforts under the circumstances to contract with third parties as required for the products and services on which the Service is dependent including, but not limited to, communication carriers, network service providers, equipment manufacturers and their associated hardware and software providers. Bank will be deemed to have exercised ordinary care if its action or failure to act has been in conformity with Bank’s prescribed procedures and such procedures do not vary unreasonably from general banking uses and practices not disapproved by any provision of any rule, statute, regulation, or government policy to which Bank is subject.
Notices. Except where this Agreement specifically authorizes telephone notice, all notices under this Agreement shall be written, and shall be delivered in person, by United States mail, or via e-mail. If Client has more than one Authorized User on the Service, notice to one Authorized User is notice to all Authorized Users. Notice shall be deemed to be given at the time of hand delivery or at the time e-mail is sent or three (3) calendar days after the date on which it is post-marked if delivered via U.S. Mail. All notices to you shall be delivered to the mailing address or e-mail address as provided on the Service Application. Notices to Bank may be mailed to the following address:
One East Huron Ave
Bad Axe, MI 48413
Headings. The headings used in this Agreement are for convenience only and will not be used in construing the provisions hereof.
Entire Agreement and Amendments. This Agreement, together with the general account agreement (i.e. the Terms and Conditions account agreement governing your account(s)), is the complete and exclusive statement of the agreement between Bank and Client with respect to the subject matter hereof and supersedes any prior agreements between Bank and Client with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the general account agreement, the terms of this Agreement shall govern. No other agreement, statement or promise made by either party or by any associate, officer, or agent of either party that is not in writing and signed by both parties is binding, except that Bank may amend the terms and conditions of this Agreement upon ten (10) calendar days prior written notice to Client.
Assignment. This Agreement will inure to the benefit of and be binding upon both parties, their successors and assigns. Client may not assign this Agreement without the prior written consent of Bank. Nothing in this Agreement limits or restricts the right of Bank to effect an assignment of this Agreement in any manner, including, but not limited to, assignment by merger, reorganization, sale of corporate assets or other corporate change.
Governing Law; Jurisdiction and Attorneys' Fees. Except as governed by federal law, regulation, rule or government policy and applicable funds transfer rules, as varied by this Agreement, this Agreement is subject to, and shall be governed by and interpreted in accordance with, the laws of the State of Michigan, without regard to such state’s rules regarding conflict of laws and without regard to your state of residence. The venue for all litigation relating directly or indirectly to this Agreement shall be in a court of appropriate jurisdiction in counties that Bank has retail offices in Michigan. The successful party in any such action will be entitled to recover from the unsuccessful party, in addition to any other relief to which it may be entitled, reasonable attorney's fees (which may be or include the allocable cost of in-house counsel), and costs incurred by it in prosecuting or defending such action, which will be included as a part of any judgment rendered in such action.
Severability; No Waiver. If any provision of this Agreement, or part of a provision, is held to be invalid, illegal, void or unenforceable, the remainder of this Agreement, or other parts of such provision, will not be affected thereby. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future rule, statute, regulation, or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such rule, statute, regulation or policy, and Bank shall incur no liability to Client as a result of such violation or amendment. If on any occasion Bank fails to enforce any of its rights hereunder, such failure shall not be deemed a waiver of said rights on any other occasion.
Q. Term and Termination
This Agreement will remain in effect until terminated by either party. In addition to any accrued Fees owing on the date of termination, Client shall pay Bank the Fees for any transactions that occur after termination should any transactions have been scheduled prior to the date of termination. The terms, provisions, representations and warranties contained in this Agreement which by their sense and context are intended to survive the performance hereunder, including but not limited to Paragraph D (Representations and Warranties), Paragraph F (Liability of Bank), Paragraph I (Indemnification), Paragraph P (General), this Paragraph Q (Term and Termination), and Paragraph R (Fees and Charges; Bank Right of Hold and Setoff) shall survive the completion of performance and termination of this Agreement. Bank may terminate your Service privileges without notice to you if you do not pay any Fee(s).
R. Fees and Charges; Bank Right of Hold and Setoff
Client agrees to pay Bank the fees ("Fees") specified in Exhibit A. Bank may amend Fees, from time to time, upon ten (10) days prior written notice to Client. Bank is authorized to debit Fees from any account maintained by Client with Bank or any affiliate of Bank. In addition, Bank may use any other remedies to which Bank may be entitled, including, but not limited to, the right to terminate this Agreement.
Client agrees that Bank may, in its sole discretion, debit or place a hold on funds in any account (whether general or special, individual or joint, business or personal) maintained by Client with Bank or any affiliate of Bank, for payment of any obligation (whether direct or indirect, absolute or contingent, due or to become due) of Client under this Agreement, and that Bank may setoff against any amount it owes to Client, in order to obtain payment of Client's obligations under this Agreement.
Signature Bank NetTeller
Signature Bank Bill Payment