Section 1. THE SERVICE.
These Vault Service Terms (the “Service Terms”) set forth how Customer may place orders with Bank for United States coin and currency (“Cash Orders”) and deliver coin and currency, checks and other items Bank approves for deposit with Bank (“Deposits”) (collectively, the “Service”). The Service is also subject to the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement. Any reference to the Agreement herein shall be deemed to include these Service Terms.
Section 2. VAULT SERVICE OPTIONS.
(a) Bank Vault. With this option, Customer must separately contract with an armored carrier that is acceptable to Bank (“Carrier”), to allow for delivery of Deposits to a Bank vault location (“Bank Vault”) or pickup of Cash Orders from a Bank Vault. Alternatively, upon Customer’s request (which may be declined by Bank in its sole discretion), Bank may contract with a Carrier of Bank’s choice, on terms acceptable to Bank in Bank’s sole opinion and subject to the terms of Section 7 below, in order to facilitate Customer’s Deposit deliveries and/or Cash Order pickups. In either event, the Carrier must continue to meet the Bank Vault requirements. In Bank’s sole discretion, if such requirements are not met, Bank reserves the right to reject Deposits delivered to a Bank Vault or Cash Orders attempted to be picked up from a Bank Vault. Customer may schedule Deposits and place Cash Orders via the Channels or a voice response unit (“VRU”), as permitted by Bank and as agreed upon by Bank in the applicable Operational Instructions.
(b) SafeBank. With this option, Customer can make Deposits into a “smart” safe/bill counter (“Smart Safe”) rather than a Bank Vault and receive same-day credit for accepted Deposits. At an agreed-upon Cutoff Time, Customer’s Smart Safe is electronically polled each Business Day to capture deposit totals. Once the deposit totals are received by Bank, Customer’s designated Account is provided with a provisional credit. Customer’s Smart Safe must be “serviced” (i.e., deposits are removed for verification purposes) at least once each calendar week and transported to a Bank Vault. In order to utilize the SafeBank option, Customer must contract with a third party service provider approved by Bank (the “Smart Safe Vendor”) for currency removal, validation and/or transportation services, as described further in Section 5 below.
Section 3. CASH ORDERS.
Bank will debit Customer’s designated Account for the dollar amount of the Cash Order on the day the Cash Order is prepared by Bank for delivery to the Carrier. Customer authorizes Bank to debit Customer’s Account for the amount of the Cash Order. Customer agrees that if the Account does not contain sufficient collected funds for the amount of any Cash Order, Bank will not process the Cash Order.
Upon receipt of Customer’s Cash Order request, Bank will physically count and prepare the currency or coin ordered by Customer and make the Cash Order available to the Carrier or any person the Carrier has certified is authorized to act on its behalf (a “Representative") for delivery to Customer’s designated location (“Designated Location”). A signed receipt or scan of the shipping manifest by the Carrier or its Representative will serve as acknowledgement of their acceptance of the container and the Cash Order on Customer’s behalf, which receipt shall, in each instance, be conclusive evidence of the amount received by the Carrier or its Representative and a complete discharge of Bank as to the amount delivered or said to be delivered by Bank to the Carrier or its Representatives, without regard to whether the Carrier or its Representative makes actual physical delivery of the Order to Customer. Bank shall not be liable for any Losses resulting from any fraud or misrepresentation with respect to any person's purported authority to act on behalf of Customer or Carrier.
Customer must promptly notify Bank of any discrepancies in the Cash Order, missing Cash Orders or other problems with the Cash Order, within one (1) Business Day after receipt of the Cash Order (or date on which such Cash Order was to be received), and provide documentation to support any such discrepancy as requested by Bank. Customer agrees that, absent manifest error, Bank’s count of the Cash Order is final and conclusive. In the event that Bank duplicates a Cash Order, it is Customer's responsibility to refuse delivery of the duplicate Cash Order. If delivery of a duplicate Cash Order is accepted, Customer assumes all liability for the protection of the funds in the duplicate Cash Order until such time as said funds are returned to Bank for credit. Bank assumes no liability whatsoever in connection with the loss of any duplicated Cash Order.
Section 4. DEPOSITS TO BANK VAULT.
(a) Delivery of Deposits. Bank may accept and process Deposits from the Carrier or its Representative on behalf of Customer. All Deposits must be delivered to Bank in securely locked pouches, tamper-evident bags, or sealed money bags approved by Bank (“Deposit Bags”), and shall be clearly labeled with Customer's name, address of origination and declared amount. Bank shall have the right to inspect all Deposit Bags for tampering, and may refuse to accept a Deposit Bag for any reason. If Customer uses any pouches or bags that are not Deposit Bags approved by Bank, Bank reserves the right to (i) charge an additional processing fee for each such bag, or (ii) reject such bag, in each case without liability to Customer. Customer agrees not to submit any Deposits prior to full implementation of the Vault Service.
(b) Ineligible Items. The Deposit Bags shall not contain any property whatsoever other than currency, coin, and negotiable paper owned by Customer which is intended for deposit in the designated Account and the accompanying deposit ticket(s), and Bank shall have no liability for any such property included with a Deposit. At Bank’s sole discretion, any non-negotiable items, foreign items or damaged items (collectively, “Ineligible Items”) included in a Deposit may be rejected and returned to Customer.
(c) Deposit Acceptance, Reconciliation. On each Business Day, Bank will open any Deposit Bags that Bank receives prior to the Cutoff Time and process the Deposits contained in the Deposit Bags. For any Deposit Bags received after the Cutoff Time or on a non-Business Day, Bank will consider the Deposit to be made on the next Business Day. Bank's acceptance of a Deposit Bag constitutes signing for a declared amount; therefore, the Deposit will not be processed until the contents have been verified. Bank's findings with respect to the contents of the Deposit shall be conclusive and binding. Furthermore, to the extent there is a conflict between Bank’s records regarding the Deposit and verified amount thereof and the Customer’s records regarding the Deposit and declared amount thereof, Bank’s records shall control. Customer acknowledges and agrees that any credits to the Account based on the declared amount of the Deposit are provisional until verified by Bank. In the event of a discrepancy between the declared amount and the verified amount, Bank will adjust the Account accordingly (up or down as the circumstances require) and notify Customer of such discrepancy in accordance with applicable Operational Instructions. Bank reserves the right to refuse to provide provisional credit for any Deposits at its reasonable discretion. Until Bank acknowledges acceptance of a Deposit by signing Carrier's receipt book, Bank incurs no liability for loss of any Deposit Bag or other pouches or bags that are delivered. Bank shall not be liable to Customer as an insurer of such property.
(d) Check Deposits. Customer agrees to place cash and check Deposits into separate Deposit Bags with each Deposit Bag containing a separate deposit ticket for each type of deposit (cash or Checks). Checks delivered in separate Deposit Bags and received prior to the Cutoff Time will be processed on the same Business Day. Checks delivered after the Cutoff Time will be deemed to have been received, and will be processed, on the next Business Day. However, Customer acknowledges and agrees that circumstances may arise that may cause the crediting of Deposits to be delayed beyond the timeframes set forth herein, and, except for delays caused by the Bank’s gross negligence or willful misconduct, Bank shall not be liable for any Losses caused by such delays. Mixing Checks with currency and coin in the same Deposit Bag may substantially delay Check posting. Please refer to the Rules Governing Deposit Accounts for more information regarding the availability of funds from your Check deposits.
Section 5. SAFEBANK DEPOSITS.
In order to utilize the SafeBank Deposit option, Customer must contract with the Smart Safe Vendor for currency removal, validation and/or transportation services. Customer hereby agrees to comply with its obligations under the resulting agreement (“Vendor Agreement”). The Smart Safe Vendor does not act as an agent of Bank in performing activities for Customer under the Vendor Agreement.
Only United States currency may be inserted into the Smart Safe. Customer may not remove currency from the Smart Safe once it has been inserted. Currency will only be removed from the Smart Safe for insertion verification purposes, which may only be performed by an authorized Smart Safe Vendor representative.
Within a timeframe agreed upon between Smart Safe Vendor, Customer and Bank, the contents contained within the Smart Safe shall be removed by Smart Safe Vendor and physically transported to a Bank Vault location directed and approved by Bank. Bank retains the right to refuse any Deposit for any reason. The responsibility, as between Customer and Bank, for any Deposits refused by Bank, remains with Customer.
Until Bank, or Smart Safe Vendor at the direction of Bank, has finally received and physically verified any Deposit, Bank accepts no liability for loss of any Deposit or any Losses incurred by Customer with respect to the Deposit. Bank shall not be deemed to have finally received and accepted any Deposit until such Deposit has been physically verified by Bank or Smart Safe Vendor at the direction of Bank. Bank shall not be liable to Customer as an insurer of such property.
Customer will receive same-day provisional ledger credit for Deposits reported by Smart Safe Vendor before the Cutoff Time, as provided in the applicable Operational Instructions, and that meet the requirements of this Agreement and the Vendor Agreement. Even when Customer inserts Deposits into the Smart Safe prior to the Cutoff Time, Customer acknowledges that provisional credit may only be available for those Deposits that have been communicated to Bank by Smart Safe Vendor before the Cutoff Time. Bank reserves the right to refuse to provide provisional credit for any Deposits at its reasonable discretion.
Upon receipt of any Deposit(s), Bank or as directed by Bank, Smart Safe Vendor, shall verify currency amounts removed from each Smart Safe. Customer agrees that the findings and records of Bank (or at Bank’s direction, the Smart Safe Vendor), shall be conclusive and binding upon Customer. Furthermore, to the extent there is a conflict between the records of the Bank, Smart Safe Vendor, or Customer regarding the currency amounts in the Deposit, the Bank’s records shall control. In the event of a discrepancy between the amount of the Deposit(s) initially reported to Bank and the verified amount, Bank shall notify Customer of such discrepancy in accordance with applicable Operational Instructions.
If the amount of the Deposit, as verified by Bank or Smart Safe Vendor, differs from the amount of the Deposit reported to Bank, Bank will credit or debit the Account as necessary to reflect the amount of the Deposit as verified by Bank or Smart Safe Vendor. The original amount of the Deposit shown on the ledger will not be adjusted, and Customer hereby authorizes Bank to make such adjustments by credit or debit transaction electronically or otherwise.
Section 6. RISK OF LOSS, LIABILITY.
Unless Customer is using the Sponsored Option (as defined below), Customer agrees that once the Carrier or its Representative has received a shipping container with Customer’s Cash Order or Deposit, all responsibility and risk of loss for the contents of such Cash Order or Deposit passes from Bank to Customer or its Carrier. Customer agrees to look solely to its Carrier for any problems or disputes with respect to the cash logistics services provided by them, including any lost or missing Deposit, Cash Order or currency and coins, all delivery, timing and similar issues, and other matters with respect the transportation of Customer’s Deposit or Cash Order; and Bank shall have no liability while Customer’s Deposit or Cash Order is in the possession of the Carrier or its Representative.
Section 7. ADDITIONAL TERMS FOR SPONSORED OPTION. These terms apply when, upon Customer’s request and subject to Bank’s approval, Bank contracts with a Carrier to facilitate Customer’s Deposit deliveries and/or Cash Order pickups (the “Sponsored Option”), rather than Customer itself entering into a contract with the Carrier to perform these functions.
(a) Indemnity. In addition to Customer’s other indemnification obligations under the Agreement, Customer agrees to indemnify, defend and hold Bank harmless from and against any Losses that result from or arise out of Bank providing the Sponsored Option, including but not limited to Bank’s contract with the Carrier and any disputes or claims by the Carrier related to the Service.
(b) Carrier Fees. Customer acknowledges that Bank will be paying all applicable Carrier fees with the Sponsored Option and agrees to promptly reimburse Bank for any and all fees Bank pays to the Carrier. Such fees shall be paid in the same manner as Bank’s customary fees are paid, which may include Bank debiting Customer’s Account.
(c) Liability Limits. Customer acknowledges that the Carrier has established liability limits for each package or container delivered into its care for delivery and return, which limits are subject to change from time to time. Customer agrees that in addition to the limits on Bank’s liability under the Agreement, Bank’s liability to Customer for the loss of or damage to any Deposit or Cash Order and any other Losses arising out of or related to the services performed by the Carrier under the Sponsored Option shall be limited to the same extent as the Carrier’s liability to Bank is limited under the contract between the Carrier and Bank. For the avoidance of doubt, any obligation that Bank may have to reimburse or compensate Customer for Losses related to the Service will not in any event exceed Bank’s actual recovery from the Carrier with respect to the same issue or incident.
(d) Check Deposits. Customer agrees to maintain an accurate record of all Checks included in any Deposit (a “Check Record”), which shall be presented to Bank upon request. To create such Check Record, Customer may elect to either (i) scan each Check and preserve all Check images in a system of record, or (ii) manually input the Required Reconstruction Information (as defined herein) for each Check into a physical report. “Required Reconstruction Information” shall include: the drawer name, the drawer’s financial institution, the drawer’s account number, and the Check date. Customer agrees to promptly, diligently and completely cooperate with Bank in the reconstruction and replacement of lost, damaged, destroyed or stolen Checks which had been contained in any Deposit. Customer shall notify the drawer(s) as soon as practicable upon discovery that a Deposit contained an Unidentified Check (as defined herein) in order to allow the drawer(s) to initiate a stop payment and/or issue a new Check. An “Unidentified Check” means a Check that cannot be reconstructed through an image or Check copy using reasonable commercial means. If Bank has liability for any Losses incurred by Customer related to lost, damaged, destroyed or stolen Checks which had been contained in any Deposit (as Bank’s liability is limited in accordance with Section 7(c) above), Bank or its insurance company shall be subrogated to all of Customer’s rights and remedies of recovery therefore. Customer will assign to Bank Customer’s right to receive payment under any Check(s) for which Bank has reimbursed Customer, and Customer will execute any document necessary or reasonably desirable to perfect and accomplish such assignment.