These NBT Online Banker for Business Terms and Conditions ("these Terms and Conditions") set forth the terms and conditions that will apply to you as a user of the NBT Online Banker for Business (the "SYSTEM"). By submitting a signed NBT Online Banker for Business Enrollment Form (the "Enrollment Form") to the bank, you accept all the terms and conditions contained herein. Please read these Terms and Conditions carefully before you sign the Enrollment Form and use the SYSTEM. You should retain a copy of both these Terms and Conditions and the signed Enrollment Form for your records.
1. Definitions. As used in these Terms and Conditions, the words "we", "our", "us" and "Bank" mean NBT Bank, N.A. "You" and "your" refer to the person engaging the SYSTEM for business purposes and also includes anyone else authorized by you to use the SYSTEM to perform transactions involving your funds. "Business day" generally means a calendar day other than Saturday, Sunday or federal holidays or any other day on which the Bank is not closed. "Person" shall mean an individual, a corporation, a limited liability company, a business trust, a partnership, an association or other commercial entity.
2. Equipment. In order to utilize the SYSTEM, you must have the appropriate personal computer, related equipment, software and connectivity (collectively, the "Equipment"). You understand and agree that it is your sole responsibility to obtain, install, operate and maintain the Equipment in accordance with the instructions of the manufacturer and to obtain the necessary software and connectivity, such as telephone lines or cable access. You assume sole responsibility for any and all loss, damage or injury arising with respect to any failure of the Equipment or connectivity. You hereby release the Bank from, and agree to indemnify and hold the Bank harmless for, any direct or indirect, consequential, special or other damages you may suffer because of your failure to utilize the appropriate Equipment, software and/or connectivity and the failure of the Equipment, software and/or connectivity to properly access the Bank's Website or process the data to use the SYSTEM. Upon the initial use of the SYSTEM, an electronic packet of information called a "cookie" is sent by the Bank's server to the browser on each user's personal computer. The cookie is used to authenticate or identify a registered user of the cash management functions (for example, direct deposits and wire transfers) included in the ENHANCED and ADVANCED SYSTEM PACKAGES described below. This cookie prohibits access to the cash management functions from any personal computer other than the personal computer upon which a user signs on for initial use. The features in the BASIC SYSTEM PACKAGE described below may be accessed from any personal computer at any location.
3. Access. To use the SYSTEM, you must submit to the Bank a completed and signed Enrollment Form, and have at least one checking account, savings account or loan with us; access to the Internet and an email address. Access to only those accounts designated by you through the SYSTEM will be based upon the information specified by you on your Enrollment Form. You can add or delete any of your accounts from the SYSTEM by completing a new Enrollment Form. Additionally, any loan or line of credit that you access via the SYSTEM will remain subject to the loan agreement that you executed previously. From time to time, you may submit a request to us to change the accounts and/or online Supervisor, provided that such requests are submitted in writing, are executed by a properly authorized person and are otherwise acceptable to us. From time to time, we may request and you agree to promptly provide updated information.
4. Business Use. You understand and agree that all accounts subject to transactions through the SYSTEM have been established in a business name and that except for the account inquiry feature, the SYSTEM may be used only for business purposes. Transactions through the SYSTEM are not governed by Regulation E of the Board of Governors of the Federal Reserve System. You expressly represent and warrant to us that none of the accounts that are or will be subject to transactions pursuant to these Terms and Conditions, other than the account inquiry feature, have been established, or are being or will be used, for personal, family or household purposes.
5. Conditions of Electronic Communications. Once we have received your signed Enrollment Form and verified your account information, we will send you, either by email or by postal mail, confirmation of our acceptance of your enrollment, along with your assigned Login identification number(s) (the "Login ID(s)"). Your temporary password(s) will be communicated to you separately. Upon your initial use of the SYSTEM, you must use the provided Login ID(s) and temporary password(s) to access the SYSTEM. You will be required to change the password(s) the first time the SYSTEM is accessed and further agree to change your password(s) regularly. Password(s) must contain no fewer than eight characters. For purposes of security, we recommend that password(s) are created that utilize numbers, uppercase letters, and lowercase letters. The password(s) should not be well-known or predictable phases or associated with any commonly known personal identification, such as social security numbers, address, date of birth or names of any children or spouse, and should be memorized rather than written down. The Login ID(s) and password(s) are for individual use only. You and your designated user(s) (those employees whom you designate to have access to one or more accounts) are responsible for the confidentiality of the Login ID(s) and password(s) and hereby agree not to provide the Login ID(s) or password(s) to any other person. On the Enrollment Form, you will designate a Supervisor who will be responsible for coordinating and monitoring your designated users' use of the SYSTEM you have selected. We do not monitor transactions through the SYSTEM to determine that they are made for you or on your behalf, and we are authorized to process any transactions given to us by anyone who logs into the SYSTEM with your password(s). The Bank is not responsible for any breach of security caused by your failure to maintain the confidentiality of the Login ID(s) and password(s). You agree to notify the Bank immediately in the event of loss or theft of any Login ID(s) and password(s), if you believe the confidentiality of the Login ID(s) and password(s) has been compromised in any way, or in the event you learn about a possible or actual use of the SYSTEM by an individual who is not a designated user so the Bank can reset your password(s) to prevent unauthorized access to your accounts. The Bank hereby reserves the right to revoke your Login ID(s) and password(s) at any time, and without prior notice to you or any designated user, in the event the Bank believes that there is a threat to security of the SYSTEM or any proprietary and/or confidential Bank information. You also hereby agree not to attempt, in any way, to manipulate, change or alter the SYSTEM.
6. Your Password. After three unsuccessful attempts to use a password, access to the SYSTEM will be revoked. To re-establish authorization to use the SYSTEM, you must be provided a new temporary password. While this may be inconvenient, it is done as a security precaution.
7. SYSTEM Level Packages. You will designate your selection of one of the packages below on the Enrollment Form. By doing so you indicate your wish to access one or more accounts with us by means of the elected SYSTEMs included in the designated SYSTEM package.
BASIC SYSTEM PACKAGE
ENHANCED SYSTEM PACKAGE
All features included in BASIC SYSTEM PACKAGE, plus the ability to make certain tax payments via the Electronic Federal Tax Payment System (the "EFTPS") (Use of the EFTPS requires enrollment with the Department of the Treasury/Internal Revenue SYSTEM) and originate direct deposits (use of direct deposit SYSTEMs require an ACH Originator Agreement).
ADVANCED SYSTEM PACKAGE
All features included in ENHANCED SYSTEM PACKAGE, plus the ability to originate wire transfers (Wire Transfer Origination fees are not included in the cost of this SYSTEM, refer to the most recent "Pricing Schedule". Use of this SYSTEM requires a Funds Transfer Agreement.) and Automated Clearinghouse (the "ACH") transactions (Use of this option requires an ACH Originator Agreement.).
8. Fees and Charges. You agree to pay such fees and charges for your use of the SYSTEM set forth on your Enrollment Form, in addition to any other fees or other charges applicable to the SYSTEMs accessed through the SYSTEM. All such fees and charges will be deducted from the checking account designated as the "Primary Checking Account" on your Enrollment Form at the end of your statement cycle without further notice to you. If you close the account designated as your Primary Checking Account, you must contact us immediately to designate another account as your Primary Checking Account. You are also responsible for all access charges you incur for Internet SYSTEMs in connection with your use of this SYSTEM.
9. Automated Clearinghouse Origination. If you elected an ENHANCED OR ADVANCED SYSTEM PACKAGE, your designated user(s) may use the SYSTEM to transmit direct deposit and ACH origination files to the Bank for submission to the ACH system. You must have an ACH Originator Agreement with the Bank to use these SYSTEM packages.
You will be solely responsible for the accuracy and completeness of any ACH origination file transmitted to us via the SYSTEM. You agree that, at the Bank's request, following each such transmission, you will provide to us via facsimile an ACH authorization form, in the format that we prescribe, which must include the transmission's total number of ACH transactions and dollars, as well as the settlement date for those ACH transactions. We will use this information to confirm the information that was transmitted to us electronically via the SYSTEM.
ACH origination files (ACH payment, tax payments and payroll) are to be received by the Bank by 4:00 PM (EST/EDT) two (2) business days prior to the effective date. ACH receipts and ACH collections is 4:00 p.m. (EST/EDT) one (1) business day prior to the effective date.
Any ACH origination files received after 4:00 PM (EST/EDT) will be originated on the following business day and subject to the credit and debit file lead days noted above. You may specify an effective date for an ACH origination file which exceeds the credit or debit (as the case may be) file lead days noted above. However, the Bank may reject any file that contains an effective date more than ten (10) calendar days after the business day such file is received by the Bank.
Tax Payments via EFTPS. If you elected an ENHANCED OR ADVANCED SYSTEM PACKAGE, your designated user(s) may use the SYSTEM to prepare and submit electronically certain tax payments on your behalf, with the amount of such payments to be deducted from the account specified by the designated user(s), provided that the designated user(s) has access to that account, and provided that you enrolled in both the credit and debit methods with the Department of the Treasury/Internal Revenue SYSTEM's EFTPS program.
Wire Transfers. If you elected the ADVANCED SYSTEM PACKAGE, your designated user(s) may utilize the SYSTEM to transmit the data necessary to effect a wire transfer from an account to which that designated user has access. In order to be processed on a same-day basis, wire transfer requests must be received by us no later than 3:00 PM (EST/EDT) on any business day (the "Wire Transfer Cut-Off Time"). Any wire transfer request received after the Wire Transfer Cut-Off Time will be processed on the next business day. All wire transfer requests will be governed by the Bank's funds transfer agreement (the "Funds Transfer Agreement"), which should be executed by you or on your behalf by your duly authorized officer. You agree that all wire transfers requested through the SYSTEM will be affected in accordance with the terms of the Funds Transfer Agreement.
You further understand and agree that, notwithstanding any instructions contained in the Funds Transfer Agreement, any designated user included in the ADVANCED SYSTEM PACKAGE may have access and be authorized to initiate wire transfers through the SYSTEM.
10. Posting of Transfers. Transfers (other than wire transfers) initiated through the SYSTEM no later than 10:00 PM (EST/EDT) on a business day (the "Cut-Off Time") are posted to your account the same. Transfers (other than wire transfers) initiated through the SYSTEM after 10:00 PM (EST/EDT) on a business day or initiated on a day other than a business day, will be processed on the next business day. The SYSTEM identifies transfers based upon the Login ID(s) of the user who made the electronic transfer. The transaction history in the transfer option will not reflect transfers made by multiple users from the same account if different Login ID(s) are used. You are responsible for communicating with any other persons with authorized access to your accounts concerning any transfers they may have made from your accounts in order to avoid overdrafts and lack of complete information. The Cut-Off Time (including, but not limited to, the Wire Transfer Cut-Off Time) for transfers initiated through the SYSTEM may be changed from time to time by the Bank at its sole discretion, for example, but not limited to, in case of a federal holiday or an emergency.
11. Bill Payment SYSTEMs. Use of this SYSTEM is governed by the NBT Online Banker Bill Pay Terms and Conditions of the Bill Payments SYSTEMs.
12. Mobile Banking. Use of the Mobile Banking for Business Service is governed by the NBT Bank Mobile Banking Service Terms and Conditions. See separate agreement.
13. Updates. Various transactions affecting your account(s) may be presented from time to time throughout the business day that will not immediately be reflected in the account information available to you through the SYSTEM. However, we will update the SYSTEM database periodically during each business day. Your requests for the SYSTEM will be processed based on your most recently updated account information.
14. Change in Terms. From time to time, we may amend any of these Terms and Conditions. If the change would result in increased fees for the SYSTEM, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of such transfers, we agree to give you notice at least thirty (30) days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or our electronic fund transfer system. We will post any required notice of the change in these Terms and Conditions on the SYSTEM Website or forward it to you by email or by postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer system, we will notify you of the change in terms within thirty (30) days after the change becomes effective. Your continued use of the SYSTEM options indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific accounts are governed by the applicable deposit account agreement and other disclosures.
15. Your Responsibilities. You are solely responsible for the timeliness, accuracy and completeness of any instruction and information entered by you or your designated user(s) in connection with any SYSTEM transaction. Furthermore, you are solely responsible for naming the online Supervisor, additional user(s), and specifying the accounts to be accessible via the SYSTEM on the Enrollment Form. You are also solely responsible for specifying those accounts and functions to which each designated user shall have access on the SYSTEM and for monitoring all designated users' use of those SYSTEMs. The Bank shall have no responsibility for maintaining any records regarding the SYSTEMs to which each user has access. You agree to develop adequate internal procedures to prevent the disclosure of the Login ID(s) and password(s) to other persons and the unauthorized use of SYSTEMs. The Bank will have no knowledge of the password(s) established by each designated user during his/her use of the SYSTEM and will have no responsibility for ensuring compliance with the procedures you develop for protecting the confidentiality of such passwords.
You understand and agree that you are solely responsible for the risks associated with the controls and use of all Login ID(s) and password(s) and the unauthorized use of SYSTEMs and that we are fully protected in performing any and all transactions entered under valid Login ID(s) and password(s), whether or not the person actually entering such transactions is authorized by you to perform such transactions. You agree to notify us immediately, and no later than two (2) days, in the event you believe that the security of any Login ID(s) or password(s) has been compromised or that unauthorized transactions have occurred.
You further understand and agree that, notwithstanding any instructions or agreements that require two or more signatures to access your account, any one designated user will have access to that account through the SYSTEM.
16. Periodic Statements. You will not receive a separate SYSTEM statement. Transfers to and from your accounts using the SYSTEM will appear on the respective periodic statements for your accounts. In order to prevent misuse of your accounts and protect the privacy of your account information through the SYSTEM, you agree to promptly examine your periodic statement for each of your accounts as soon as you receive it.
17. Security. You agree to protect the confidentiality of your account(s) and account number(s) and your personal identification information, such as your driver's license number and tax identification/social security number. You understand that personal identification information by itself or together with information related to your account, may allow unauthorized access to your account. Your Login ID(s) and password(s) are intended to provide security against unauthorized entry and access to your accounts. The Bank is committed to using advanced technology on its computer system, including, but not limited to, fire walls and encryption of data for transactions made via the SYSTEM. In an effort to provide transmission security, the SYSTEM utilizes identification technology to verify that the sender and receiver of SYSTEM transmissions can be appropriately identified by each other. You agree to provide the Bank your email address on the Enrollment Form. You may communicate electronically with the Bank by sending email messages to the Bank's support staff at any time during a business day. The Bank may use the SYSTEM to communicate electronically with you by sending email messages to you. We will retrieve your email messages periodically during each business day. It shall be your responsibility to verify that all messages sent by you are received by us. You hereby release and agree to indemnify and hold the Bank harmless for any damages you may suffer because of (a) your use of the Bank's email feature or any actions taken or any omissions to act by the Bank as a result of any email message sent by you to the Bank and (b) for any damages you may suffer because of any actions or any omissions to act on your part as a result of any email message the Bank sends to you. You hereby agree not to use email for the transmission of any confidential information, including credit card numbers, Login ID(s) and password(s), and not to give instructions to change or confirm your Login ID(s) or password(s) by email. Even though we make reasonable efforts to insure that the SYSTEM is secure, you acknowledge that the Internet is not totally secure and it is possible that all data transfers, including electronic mail, can be monitored and read by others. We cannot and do not warrant that all transactions utilizing the SYSTEM, or email transmitted to and from us, will not be monitored or read by others. By using the SYSTEM, you agree to accept this risk.
You hereby consent to the level of security outlined in these Terms and Conditions and acknowledge that the Bank is unable to guarantee the security of the information sent or displayed via the SYSTEM. You also agree that the Bank is not responsible for any breach of security of the SYSTEM caused by you or a designated user's failure to maintain confidentiality of identification data. The Bank reserves the right to restrict or revoke your access to the SYSTEM if the Bank believes that these Terms and Conditions have been violated. Account information includes, but is not limited to, the balance information; the status and description of any or all items, debits, credits or charges related to any one or more of the accounts; the account history (statements, reconciliation, importing and exporting data); and all other information about the activity associated with any one or more of the account(s).
18. Our Responsibilities and Limitation of Liability. We shall use our best efforts to provide you with access to the SYSTEM in accordance with the provisions of these Terms and Conditions. However, we shall not be liable to you for any damages whatsoever arising in connection with a failure of the communications network, the Equipment, the software or the SYSTEM, or in connection with events beyond our control.
Because the SYSTEM utilizes information contained in our databases that may not necessarily reflect all current transactions, we shall not be liable to you for any damages whatsoever arising in connection with the accuracy or completeness of information supplied through the SYSTEM regarding your accounts. Subject to the foregoing exclusions, our sole liability for damages to you for any cause whatsoever and regardless of the form of action shall be limited to direct damages sustained by you, but only those direct damages due to our sole negligence or willful misconduct. In cases of our sole negligence, the amount of damages that are recoverable are limited to the greater of (a) $1,000 or (b) the amount of the average monthly fees and charges paid by you for the SYSTEM for the six months immediately preceding the event(s) giving rise to your claim. In no event shall we be liable for any special, indirect, incidental (except as may be required pursuant to Uniform Commercial Code Section 4-A-305), consequential or punitive damages under any circumstances, even if we are advised of the possibility of any such damages and even if our conduct is considered to be gross negligence or intentional misconduct.
19. Disclaimer of Warranty and Limitation of Liability. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SYSTEM PROVIDED TO YOU UNDER THESE TERMS AND CONDITIONS. We do not warrant that the SYSTEM will operate without errors, or that any or all SYSTEMs will be available and operational at all times. Except as specifically provided in these Terms and Conditions, or otherwise required by law, you agree that our officers, directors, employees, agents and contractors are not liable for any indirect, incidental (except as may be required pursuant to Uniform Commercial Code Section 4-A-305), special or consequential damages under or by reason of any SYSTEMs or products provided under these Terms and Conditions or by reason of your use of or access to the SYSTEM, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. In no event shall the liability of the Bank and its affiliates exceed the amounts paid by you for the SYSTEMs provided to you through the SYSTEM.
20. Indemnification and Release. You hereby release, indemnify and hold harmless the Bank and its directors, officers, employees, vendors, licensors, agents and any third party from and against all claims, losses, liabilities, damages, costs and expenses, including reasonable attorney fees and costs, arising out of or related to your breach of the agreements, representations, and warranties in these Terms and Conditions or your use of the SYSTEM either (a) in violation of these Terms and Conditions, (b) in violation of any rights of the Bank, or any third party information provider, including copyright, patent, trade secret, trademark or other intellectual property rights and publicity and privacy rights, (c) in violation of any applicable law, rule or regulation, or (d) your or a designated user's failure to maintain the security of the Login ID and password or other identification in accordance with these Terms and Conditions. This indemnification shall be binding upon you, your personal representatives, heirs, successors and assigns and shall survive termination of these Terms and Conditions.
21. Your Right to Terminate. You may cancel the SYSTEM at any time by providing us with written notice by postal mail, fax or email. Your access to the SYSTEM will be suspended within five (5) business days of our receipt of your instructions to cancel the SYSTEM. You will remain responsible for all transactions and outstanding fees and charges incurred prior to the date of cancellation.
22. Our Right to Terminate. You agree that we can terminate or limit your access to the SYSTEM for any of the following reasons:
23. Communications Between Us and You. Unless these Terms and Conditions provides otherwise, you can communicate with us in any one of the following ways:
NBT Bank - Customer SYSTEM Center
P. O. Box 351
Norwich, NY 13815-0351
24. Consent to Electronic Delivery of Notices. You agree that any notice or other type of communication provided to you pursuant to the terms of these Terms and Conditions and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the SYSTEM Website or by email. You agree to notify us immediately of any change in your email address.
Additionally, except as otherwise expressly provided herein, we shall not be required to act on any notice or instruction received from you or any other person, or to provide any notice or advice to you or anyone else with respect to any matter. We shall be entitled to rely on any written notice or other written communication that we believe in good faith to be genuine and to have been signed by any director, partner, officer, employee or agent of yours, whether or not actually authorized by you, and any such communication will be deemed to have been duly executed by you.
25. Other Rules. The terms and conditions of the deposit agreements for each of your accounts as well as your other agreements with the Bank, such as loans, continue to apply and nothing in these Terms and Conditions shall be construed as modifying any of those agreements.
26. Waivers. Any waiver by either party of any of these Terms and Conditions or any default or breach of said must be in writing and any waiver shall not constitute a waiver of any other or subsequent default or breach.
27. Assignment. You may not assign your rights and obligations under these Terms and Conditions. We may assign our rights and obligations without your consent but we will give you notice if we do. These Terms and Conditions are binding upon you, your personal representatives, heirs, successors and assigns, and our successors and assigns.
28. Complete Agreement. These Terms and Conditions, together with the Enrollment Form, constitute the entire agreement between you and us with respect to the SYSTEM and supersedes any prior agreements between us regarding this subject matter. However, this Agreement will not supersede any other credit or loan agreement, deposit agreement, Funds Transfer Agreement or agreement regarding automated clearing SYSTEMs. There are no understandings or agreements other than those stated in these Terms and Conditions and you agree that you do not rely on any other understandings or agreements, including statements and representations made by any of our employees, other than those stated herein.
If our performance of the SYSTEMs provided for herein in accordance with the terms of these Terms and Conditions would result in a violation of any existing or future law, rule or regulation to which we are subject, then these Terms and Conditions will be deemed amended to the extent necessary to comply with that law, rule or regulation, and we will incur no liability to you as a result of such violation or amendment.
Furthermore, if any term, covenant or condition of these Terms and Conditions be invalid or unenforceable, the remainder of these Terms and Conditions shall be unaffected and each term, covenant or condition shall be valid and enforced to the fullest extent permitted by law.
These Terms and Conditions will be construed in accordance with and governed by the laws of the State of New York. Section headings are for convenience only and will not affect the meaning of the provisions hereof.