This Agreement describes your rights and obligations as a user of Business Online Banking service or the Bill Payment services (“Services”). It also describes the rights and obligations of Merchants Bank (“Bank”). Please read this Agreement carefully. By requesting and using one of these Services, you agree to comply with the terms and conditions of the Agreement.
Available Balance: The ledger balance minus holds.
Collected Balance: The daily Available Balance in your Account, less Uncollected Funds (Float).
Earnings Credit rate: Variable rate set by Bank Management used to offset various service charges and is based on current market conditions.
Business Online Banking: Internet-Based Service providing access to your Business Bank account(s)
Float: The length of time funds remain uncollected while in the clearing process. Ledger Balance less Collected Balance = Float.
Investable Balance: The Collected Balance less Required Reserves. The balance during the statement period on which Earnings Credit is calculated.
Ledger Balance: The Account balance that is the result of the total debit and credit activity as of a specific date and time for all Accounts.
Online Account: Any Business account as included on the Business Online Banking application and approved by the bank in writing.
Payee: The Merchant to which your bill payment is sent.
“Principal”, or “You”: refers to the Business Online Banking customer using the service.
Required Reserves: The portion of the Bank's deposits that must be kept on deposit at the Federal Reserve.
Time of day: references are to Eastern Standard Time or Eastern Daylight Time, as applicable.
Uncollected Funds: The portion of the Ledger Balance, which is in the Federal Reserve clearing process. These funds are unavailable to the Bank or its depositors to draw against.
User: Any individual that Principal has authorized to have access to use the Business Online Banking Services.
“We”, “Us”, or “Bank”: refers to Merchants Bank which offers the Services and which holds the accounts accessed by the Services.
1. Download Trusteer Rapport We require that you download Trusteer Rapport. Trusteer Rapport helps prevent criminals from withdrawing money from bank accounts. The service has been specifically designed to combat online banking threats and represents an essential part of your bank's security systems. The service consists of lightweight security software that locks down the browser and stops Man-in-the-Browser (malware), Man-in-the-Middle, and Phishing attacks against your bank accounts and other protected websites. Trusteer is also capable of removing financial malware it discovers on protected machines.
2. Access to ServicesThe Bank will provide online instructions on how to use Business Online Banking or Bill Payment Services. You will gain access to your Business Bank Accounts through the use of your Internet Service Provider, your company User ID and Password, as well as your Personal User ID and Password when applicable.
3. Password Security
You agree not to allow anyone to gain access to these Services or to let anyone know your Password used with the Services. In order to protect yourself against fraud, you need to adhere to the following guidelines:
|a.||Do not give out your account information, Password, or User ID.|
|b.||Do not leave your PC unattended while you are in the Bank's Business Online Banking Site.|
|c.||Never leave your account information within range of others.|
|d.||Do not send privileged account information (account number, Password, etc.) in any public or general e-mail system.|
|e.||Require that all authorized users of your company adhere to similar security measures under your direction and management.|
4. Function capabilities with Business Online Banking
As a user of Business Online Banking, Principal may initiate any of the following transactions provided the specific transaction has been requested by Principal/User and approved by Bank:
|a.||Perform Account inquiries on Account data and transaction history on the following types of accounts; Checking, Statement Savings, Money Markets, Loans, Lines of Credit, and CD’s.|
|b.||Access statement information for the current and previous cycle.|
|c.||Initiate a stop payment.|
|1.||Principal understands that electronically transmitted stop payment requests are pending verification, that check has not been processed, and that stop payment is valid.|
|d.||View pie charts for all accounts.|
|e.||Initiate Federal Tax payments. (Subject to participant applying for and being accepted by the IRS to perform this function).|
|f.||Request a wire transfer (International and Domestic).|
|1.||Principal understands that wire transfers received after Bank's cut off time, which is generally 1:00pm, (the cut off time may be earlier on the day before holidays when the bank closes early), may not be processed until the following business day.|
|2.||Bank has the right not to process any wire requests if there is not a sufficient Collected Balance to cover the wire.|
|3.||Wire Transfer requests must be made in accordance with the appropriate Wire Transfer Agreement.|
|g.||Request a Coin and Currency Order.|
|h.||Import/Export of files to and from Quicken.|
|i.||Import ACH files (NACHA format required).|
|j.||Reconciliation of accounts.|
|k.||Send e-mail to the bank. E-mail transmissions you create within Business Online Banking are not secure. Thus, we request that you do not send or ask for sensitive information such as account numbers, Password, account information, etc., via any general or public e-mail system. If you wish to contact us electronically, please use the "Contact Us" button provided in our web site www.MBVT.com. Use this secure form to e-mail the Bank regarding inquiries about electronic funds transfer error resolution, reporting unauthorized transactions, or contacting the Bank regarding other concerns of a confidential nature.|
|l.||Printing reports: Maintenance, inquiry, transfers, loan payments, ACH, domestic wires, international wires, Currency Request Report, stop payments, federal taxes, import/export, reconciliation, administration.|
|m.||Principal can initiate transfers between Accounts including loan payments.|
|1.||Principal understands that transfers received through Business Online Banking after 4:00 p.m. will not be processed until the following business day.|
|2.||Bank has the right to not process any transfer if Collected Funds sufficient to cover the transfer amount are not available in the Account.|
|3.||Principal understands that any paydown on a Business line of credit will be considered an unscheduled payment; therefore, all funds transferred will be applied to the outstanding principal balance. This option should not be used for Principal's regular monthly loan payment. If Principal's intent was a regular monthly payment, the payment would not be applied as such, and could create a delinquent loan status and accrue late fees.|
|4.||If Principal initiates a paydown for more than the principal balance on the line of credit, the Bank will apply as much funds as possible to bring the loan principal balance to $0.00, then to accrued/unpaid interest, then to accrued/unpaid late fees, then any remaining funds will be credited back to the Account from which the paydown was debited.|
|5.||If Principal initiates an advance or multiple advances which total more than the available balance on the line of credit, the Bank will advance the maximum available balance on the line of credit, the remaining funds which can not be advanced will be debited from the Account from which the advance was deposited.|
|6.||If Principal initiates an advance when the loan is past maturity, the Bank reserves the right to reverse the entry and adjust the checking account (i.e. a line of credit advance would result in a checking account debit).|
|7.||Principal understands that the bank reserves the right to apply all payments and or advance requests per the original terms of their loan agreement.|
|8.||Because regulations require the Bank to limit preauthorized transfers (including Business Online Banking transfers) from statement savings and money market accounts, the following limitations apply: You can make no more than six debit transactions per statement period by preauthorized or automatic transfer or by telephone or Business Online Banking and no more than three of these may be by check, draft, debit card, or ACH (EFT) payable to a third party. If there are not sufficient funds in the account, we will not complete a transfer. However, future recurring transfers may not be impacted.|
|n.||Principal can initiate electronic funds transfers (EFT) entries (ACH) through New England Automated Clearing House (NEACH). A completed, signed, and approved Electronic Funds Transfer Agreement must accompany this Agreement.|
|o.||The Bank will build your account history online for up to six months beginning with the day you are activated for Business Online Banking|
|p.||New services may be introduced for Business Online Banking from time to time. The bank will notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the rules that will be made available to you concerning these services.|
5. Acknowledgements of Principal
The Principal is responsible for obtaining, maintaining, and updating the necessary equipment needed to utilize Business Online Banking. As of the date of this agreement, the necessary equipment includes the following:
|-||Internet Service Provider|
|-||Internet Explorer, version 7 or higher, Firefox 4, Safari 5 or Chrome|
Bank reserves the right to eliminate or change any of the function capabilities at any time without prior notice. Principal will be responsible for authorizing access to Business Online Banking to appropriate employees and assigning User ID’s to such appropriate employees. Principal is responsible for all transactions made through any established User ID and password. Principal and User will not make any passwords available to any non-authorized persons. Bank will not be liable for non-authorized use of Business Online Banking or for any losses that may result. Principal will notify Bank immediately if Principal believes that a User ID and/or password has been used without Principal’s permission. Principal and User will not disclose any information pertaining to its use or the components of Business Online Banking to any non-authorized User. Principal has received and understands all new account disclosures connected with opening of Accounts and acknowledges that this Agreement is in addition to any of these agreements and disclosures. Principal will continue to receive regular Account statements that describe all transactions for the Accounts including the transactions that Principal has initiated through Business Online Banking. Principal is responsible to review all statements in a timely manner and report in writing any irregularities to the Bank at once.
This Agreement shall continue until Bank receives written notice of Principal’s revocation or until Bank advises Principal in writing that Bank will not continue this service for Principal. Termination by either party does not relieve Principal of its responsibilities for payment of all fees incurred prior to termination.
6. Acknowledgements, Responsibilities, and Liabilities of the Bank
The Bank has entered into a licensing agreement with Intuit Financial Services (IFS) for the delivery of Business Online Banking. Business Online Banking shall be considered part of the Intuit System and all right, title, and interest shall remain with Intuit. Principal has no right, title, and interest to the Business Online Banking System. Except for acts of gross negligence or willful breach of duties by Bank, Bank will not be liable to Principal for any matters related to this Agreement, including without limitation lost profits or consequential, special, or punitive damages, inaccuracy or delays in transmission of information.
If we do not properly complete a transfer to or from your account on time or in the correct amount according to this agreement, we will be liable for the amount of any losses or damages incurred by you and resulting directly from such a failure. We will not be liable in the following instances:
|a.||If through no fault of the Bank, you do have a sufficient Collected Balance in your account to make the transfer.|
|b.||If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents the transfer despite reasonable precautions that we have taken.|
|c.||If there is a hold on your account, or if access to your account is blocked in accordance with banking policy.|
|d.||If your funds are subject to legal process restricting the transfer.|
|e.||If your transfer authorization terminates by operation of law.|
|f.||If you believe someone has accessed your accounts without your permission and you fail to notify the Bank immediately.|
|g.||If you have not properly followed the instructions on how to make a transfer included in this Agreement.|
|h.||If we received incomplete or inaccurate information from you or a third party involving the account or transfer; or if we have a reasonable basis for believing that unauthorized use of your Password or account has occurred or may be occurring, or if you default under this Agreement, the deposit account agreement, a credit agreement or any other agreement with us; or if we or you terminate this Agreement.|
|i.||If the transfer would exceed the credit limit of your overdraft line.|
|j.||If credit line is past maturity.|
|k.||If the system was not working properly and you knew about the breakdown when you initiated the transfer.|
There may be other Exceptions stated in this agreement and in other agreements with you. In no event shall we be liable for damages in excess of your actual loss due to our failure to complete a transfer, and we will not be liable for any incidental or consequential damages. If any of the circumstances listed in subparagraph (b) or (h) above shall occur, we shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the transactions that may not have been completed or to correct incorrect transactions that have been processed.
7. Joint Acknowledgements and Representations
This Agreement is governed and will be interpreted under the laws of the State of Vermont. This Agreement incorporates by reference all information on Principal's Business Online Banking Application, which Principal represents as true and complete in all respects. Principal has read and understands this Agreement and has had opportunity to review this Agreement with an advisor of its choice if so desired.
Upon occurrence of any overdraft incurred in the Accounts, Bank shall have the right, in Bank’s sole discretion to: (i.) Withhold from payment any outstanding and unpaid check drawn on any Account listed on the Business Online Banking Application until Collected Funds sufficient to cover such outstanding and unpaid checks have been credited to Accounts, and (ii.) Withhold from processing any transaction generated on the Account (including Business Online Banking generated) until sufficient Collected Funds to cover such transaction have been credited to the Accounts.
Bank reserves the right to restrict Principals access to Business Online Banking from selected foreign countries.
Bank has made no representation as to the legal authority of Principal acquiring the Business Online Banking System or its use. Bank has not given advice or recommendations to Principal concerning the purchase of Business Online Banking. Each party represents and warrants to the other that it is authorized to enter into this Agreement. If at any time any section of this Agreement is found to be invalid, that does not make the remaining sections or terms invalid.
8. Electronic Mail (e-mail)
If you send the Bank an e-mail message, the Bank will be deemed to have received it on the following business day. The Bank will have a reasonable time to act on your e-mail. You should not rely on e-mail if you need to communicate with the Bank immediately; for example, if you need to report an unauthorized transaction from one of your accounts or if you need to stop a payment that is scheduled to occur. The bank is not responsible for any delay in e-mail.
You will continue to receive your regular account statement monthly.
10. Unauthorized Transactions
If your statement(s) shows transfers that you did not make, notify the Bank immediately by calling (800) 322-5222, 7:00 a.m. to 7:00 p.m. (EST), Monday through Friday or 8:00 a.m. to 1:00 pm (EST) on Saturday, or by writing the Bank at: Merchants Bank, Attn: Cash Management, 275 Kennedy Drive, So. Burlington, VT 05403.
11. Hours of Operation (Business day)
The use of Business Online Banking is available seven days a week from 6:00am to 9:00pm Eastern Standard Time, except during special maintenance periods. For purposes of transactions, the Bank’s business days are Monday through Friday, excluding holidays and weekends. All Business Online Banking ACH transactions requests after 4:00 p.m. on business days and all transactions that are requested on Saturdays, Sundays, or holidays on which the Bank is closed, will be processed on the Bank’s next business day. The Bank’s business day begins at 9:00 a.m.
12. Your Liability
If your Password has been lost or stolen, call the Bank immediately at (802) 865-1668 between the hours of 8:00 a.m. and 5:00 p.m. (Eastern Time), Monday through Friday. Contacting the Bank immediately is the best way of minimizing your loss. You could lose all of the money in your account, plus the maximum overdraft line of credit. If you believe your Password has been compromised, please use the Change Password feature in User Settings within Business Online Banking to change your Password.
13. Error Resolution
In case of errors or questions regarding an Business Online Banking or Bill Payment transaction, call (800) 322-5222 or write us at: Merchants Bank Attn: Cash Management, 275 Kennedy Drive, So. Burlington, VT 05403.
We must hear from you at the telephone number or address listed above no later than 60 calendar days after we sent you the FIRST statement on which the problem or error appeared. If the report is made orally, we will require that you send the complaint or question in writing within 10 business days.
We will need:
|a.||Your name and account number|
|b.||A description of the error or the transfer in question and an explanation concerning why you believe it is an error or need more information.|
|c.||The dollar amount of the suspected error and date on which it occurred.|
14. No Signature Required
When any payment, ACH draft or other Business Online Banking function generates items to be charged to your account, you agree that we may debit your Primary account set up for Bill Payment without requiring your signature on the item, and without prior notice to you.
15. Virus Protection
The Bank is not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your programs, files and your hardware.
16. Other Agreements
In addition to this Agreement, you and the Bank agree to be bound by and comply with the requirements of the agreements applicable to each of your Business Online Banking. Included in these agreements is a listing of charges that may be imposed for electronic funds transfers or limitations on the right to make transfers. Copies of account agreements are available at your local branch or by calling (800) 322-5222. We will deduct any fees related to this Service from your Primary account set up for Business Online Banking or Bill Payment each month.
17. Modification of this Agreement
The Bank may modify the terms and conditions applicable to either Service from time to time upon mailing or delivering a notice of the modifications to you at the address shown on our account records and the revised terms and conditions shall be effective at the earliest date allowed by applicable law. We may send any notice to you via e-mail and you will have been deemed to have received it three days after it is sent. We reserve the right to terminate this Agreement and your use of the Services in whole or in part at any time without prior notice.
18. Inactivity, Termination
You are responsible for complying with all terms of this Agreement and with the Terms and Conditions Agreement and all other disclosures governing the deposit accounts which you access using electronic banking services. We can terminate your electronic banking privileges (including the Bill Payment Service) under this Agreement without notice to you if:
|a.||You do not pay any fee required by this Agreement when due or|
|b.||You do not comply with the agreement governing your deposit or loan accounts or your accounts are not maintained in good standing.|
|c.||Your Business Online Banking service remains inactive for 6 months|
We will promptly notify you if we terminate this Agreement or your use of the Services for any other reason.
To cancel the Business Online Banking and/or Bill Payment Service,
you must notify the Bank and provide your name, address, whether you are
discontinuing Business Online Banking, Bill Payment or both,
and the effective date to stop the Service. When these services are terminated
any prescheduled transfers and/or bill payments made through Business Online Banking will also be terminated. Your final charge for the Bill Payment services
will be accessed at the end of our statement cycle. You may notify the
Bank by one of the following methods:
|a.||By calling (800) 322-5222|
|b.||By writing a letter and either sending it to the following address: Merchants Bank Attn: Electronic Services, 275 Kennedy Drive, So. Burlington, VT 05403 or giving it to a Teller/Customer Representative at any of the Bank's branch locations.|
19. Bill Payment Service
The Bill Payment Service permits you to use your Internet-enabled device to direct payments from your designated online Bill Payment Account to third parties you wish to pay, and will be available within Business Online Banking. Your Bill Payment account must be a primary checking account; it cannot be a Money Market or Savings account. Through the Bill Payment Service, you can pay bills from your Bill Payment Account to businesses or individuals. Merchants Bank reserves the right to refuse the designation of a payee for any reason. Each payee accepted by Merchants Bank will be assigned a merchant (payee) code. Merchants Bank is not responsible if a Bill Payment can not be made due to incomplete, incorrect, or outdated information provided by you regarding a payee or if you attempt to pay a payee that is not on your Authorized Payee list. The terms and conditions of this Agreement are in addition to the Account agreements, disclosures and other documents in effect from time to time governing your Account (the Account Rules).
THE BILL PAYING PROCESS
Merchants Bank will process variable payments on the business day (Monday through Friday, except holidays) you designate the bill is to be processed, provided the payment request is received prior to the cut-off time set by Merchants Bank, which is currently 3:00 p.m. EST. If the date you schedule a payment to be initiated falls on a non-business day (Saturday, Sunday, or holiday), funds must be available in your Bill Payment Account the following business day (e.g. Monday). For recurring payment requests, if you designate a processing date of the 28th through the 31st of a month, processing will be initiated on the last calendar day of the month. We will process your bill payment either by Electronic Funds Transfer (EFT) or by mailing your payee a check. Merchants Bank reserves its right to change the cut-off time by giving you notice.
You must allow at least five (5) business days, prior to the due date, for each bill payment (recurring or variable) to reach the payee. It is the responsibility of the subscriber to schedule/activate recurring payments. It is our recommendation that additional days be allowed for payments traveling more than 4 states away. If you do not follow these time frames, you will be fully responsible for all late fees, finance charges, or other actions taken by the payee.
All payments you make will be deducted from the checking account that you designate as your Bill Payment account on the application. Any payments you wish to make through this service must payable in U.S. dollars to a payee located in the United States. You cannot use the Bill Payment service to make payments to settle securities purchases, payments to interest bearing accounts, tax payments, or court ordered payments.
You may choose to schedule payments to recur in the same amount at regularly weekly, BI-weekly, monthly, semi-monthly, twice monthly, or quarterly intervals. When you create a new payee in the Bill Payment Service, it takes up to two business days to set up the payee to receive payments. You should schedule a payment to a new payee at least five business days before any payments due date to allow us time to set up the payee and verify certain information.
You agree to have Collected Funds on deposit in the account you designate in amounts sufficient to pay for all Bill Payments requested, as well as, any other payment obligations you have to Merchants Bank. We reserve the right, without liability, to reject or reverse a Bill Payment if you fail to comply with this requirement or any other terms of this agreement. If you do not have sufficient funds in the Account and we have not exercised our right to reverse or reject a Bill Payment, you agree to pay for such payment obligations on demand. You further agree that Merchants Bank, at its option, may charge any of your accounts held with the bank to cover such payment obligations. Any Bill Payment can be changed or canceled, provided you access the Service prior to the cut-off time on the business day prior to the business day the Bill Payment is going to be initiated.
20. PREAUTHORIZED PAYMENTS
Right To Stop Payment and Procedure For Doing So
If you have told us in advance to make regular payments out of your account, you can stop any of these payments.
Call us at 800-322-5222, or write us at Merchants Bank Attn: Electronic Services, 275 Kennedy Drive, So. Burlington, VT 05403 in time for us to receive your request 3 business days or more before the payment is scheduled to be made.
Liability for failure to stop payment of preauthorized transfer
If you initiate a stop payment three (3) business days or more before the transfer is scheduled, and we do not process the request, we will be liable for your losses or damages.
21. Governing Law
The law of the State of Vermont and applicable federal law govern this Agreement.
Information: Questions about this Business Online Banking Agreement and Disclosure should be directed to: the Customer Call Center at (800) 322-5222.
Business Online Banking Best Practices
Business computer hacking has quickly gone from a growing threat to becoming a very common activity. The current version is that malware is placed on your business PC and is activated when you log onto your online banking. At that moment, the hacker has become you and assumed the ability to take control of your access levels. If you are initiating an ACH or wire transaction, the hacker may be able to change the information that you have entered after you think you have completed the transaction. This includes changing the account number, bank routing number and/or the dollar amount after you believe you've signed off.
We have provided the following Best Practices to assist you in mitigating the risk of loss due to your computers being hacked. We strongly encourage you to follow all of these practices.
Implement two factor authentication. Two factor authentication uses something you know (sign on/password) and something you have (token). We mandate (for ACH and wire users) that the individuals assigned as the transaction approvers each have a token. Coupling the use of this token with the dual administration and transaction control recommendations, which prevent the approver from being able to initiate transactions, will prevent a hacker from being able to modify the ACH or wire transaction.
How does this work? The token contains a clock and a unique serial number, coupled with an algorithm to produce a new token code every 60 seconds. Each token is registered to an end-user and synchronized with the Business Banking server. The system validates the token code entered using the synced clock, serial number and the same algorithm each time it is used and the code is entered.
Use the Positive Pay feature. This functionality is part of Business Online Banking and allows you to view checks there were presented for payment to the Bank during yesterday's business that differ from what you reported to have issued. It allows you to authorize the Bank not to pay a particular check that may be fraudulent. This security feature will detect fraud and in particular help prevent another newer fraud practice called Accounts Payable fraud. A fraudster convinces an individual that they work for your company and you want to hire them to send payments to a number of people that have performed work for you. They are given checks with your company name; address and account number and innocently perform this service. The next thing you know is 25 fraudulent checks are all presented for payment against your account. If you are not paying close attention you may not notice that this has happened for a couple of months and then it's legally too late to request recovery for these fraudulent checks from your financial institution.
We recommend that you contract for this feature and/or implement an everyday, first thing in the morning, practice of viewing the transactions that posted to your account via Business Online Banking.
Download Trusteer Rapport. We require that you download Trusteer Rapport. Trusteer Rapport helps prevent criminals from withdrawing money from bank accounts. The service has been specifically designed to combat online banking threats and represents an essential part of your bank's security systems. The service consists of lightweight security software that locks down the browser and stops Man-in-the-Browser (malware), Man-in-the-Middle, and Phishing attacks against your bank accounts and other protected websites. Trusteer is also capable of removing financial malware it discovers on protected machines.
We recommend that you follow the following general financial management best practices.
We have provided the above Business Online Banking best practices to assist you in protecting your confidential and financial information. Please be sure to implement these practices to mitigate your risk of loss. Merchants Bank is not responsible for losses related to security weaknesses within your business online banking access devices such as your computer, cell phone, mobile device, etc.
By pressing the "Accept" button you are agreeing to Merchants Bank's Online Banking Agreement and Disclosure, and you are agreeing to accept delivery of this Agreement and Disclosure electronically. You have the right to withdraw your consent to have this Agreement and Disclosure provided in an electronic form by completing a new consent form and designating that you wish a paper disclosure. There are no fees or consequences to your withdrawing your consent other than that you will receive the Agreement and Disclosure in paper form.
If you desire, you may obtain a paper copy of this Agreement and Disclosure
by visiting any Merchants Bank branch or telephoning us at (800) 322-5222.
This Agreement and Disclosure is available at our Internet Website: http://www.mbvt.com.
To update your electronic address after consent, if you have questions about receiving disclosures, or need technical or other assistance concerning these disclosures, contact us at (800) 322-5222.
By clicking the "Accept" button, you agree that you are receiving and can adequately view this Agreement and Disclosure using your existing web browser software. Minimum browser requirements are Internet Explorer 7, Firefox 3.6, Safari 5, or Chrome. We recommend that you use 128 bit encryption.