Treasury Management Modified Agreements

Modified Agreement Status:

The following revisions have been made to the Terms and Conditions effective:

August 20, 2019

The Positive Pay Services section was amended to add the following sentence - "For Payee Positive Pay, checks that include the terms "Attention" or "Care of" (or any abbreviations thereof) in the payee field will not be considered Exception Checks."

June 23, 2019

Automated Clearing House

A new subsection entitled "BOC Entries" was added, as follows:

BOC (BACK OFFICE CONVERSION) ENTRIES

Customers initiating BOC (Back Office Conversion) entries must comply with Section 2.5.2 of the Rules, including but not limited to, the requirements of Section 2.5.2.5, which indicate that such Originators must: 

    • establish and implement commercially reasonable procedures to verify the identity of the Receiver;
    • establish and maintain a working telephone number that is answered during normal business hours for Receiver inquiries and ensure that the telephone number is included on the notice provided to the Receiver prior to the conversion of the check;
    • ensure that the BOC Entry includes the amount, the routing number, the account number, and the check serial number to accurately represent the information is from an eligible source; 
    • ensure that the eligible source document will not be presented or returned as the original source document (check); 
    • retain a reproducible and legible copy of the front of the check for two years from the settlement date, and
    • establish and implement commercially reasonable methods to securely store (i) the eligible source document until it is securely destroyed, and (ii) all banking information relating to the BOC Entry

The subsection entitled "Third Party Senders" was modified to add paragraphs (i), (j) and (k), as follows:

(i) Upon Bank’s request, Third Party Sender authorizes Bank to enter Third Party Sender’s business premises for the purpose of ensuring Third Party’s Sender’s compliance with this Agreement, and Third Party Sender specifically authorizes Bank to perform an audit for such purpose, including but not limited to, Third Party Sender’s operational controls, risk management practices, information technology infrastructure.

(j) Pursuant to Section 2.2.2.1 of the Rules, Third Party Sender shall enter into written agreements with its Originators (each, an “Origination Agreement”), which must include, among other things, the following:

  • The Originator must authorize the Third Party Sender to originate Entries on behalf of the Originator to receivers’ accounts;
  • The Originator must agree to be bound by the Rules;
  • The Originator must agree not to originate Entries that violate the laws of the United States;
  • Any restrictions on the types of Entries that may be originated;
  • The right of the Third Party Sender to terminate or suspend the Origination Agreement for breach of the Rules in a manner that permits theThird Party Sender to comply with the Rules; and,
  • The right of the Third Party Sender to audit the Originator’s compliance with the Origination Agreement and the Rules.

(k) Third Party Senders originating BOC (Back Office Conversion) Entries must comply with the subsection of this ACH section entitled “BOC Entries”.

May 2, 2019

Lockbox Services Changes

In the subsection entitled "THE SERVICE", the description for Healthcare Lockbox has been replaced in its entirety by the following: "Healthcare providers interested in enhanced healthcare lockbox services should contact their TM Sales representative for information regarding a program offered by an unaffiliated third party provider. Customers who enroll in said program will be required to sign a separate agreement with Bank governing the transmission of data."

The subsection entitled "ADDITIONAL TERMS and CONDITIONS for HEALTHCARE LOCKBOX CUSTOMERS ONLY" has been deleted in its entirety.

February 21, 2019

Image Cash Letter Changes

The subsection entitled “THE SERVICE” was modified to reference the term “Eligible Items” and to define the term “Images”.

The subsection entitled “PROCESSING” was replaced in its entirety, as follows:

Customer agrees to follow all of Bank’s present and future requirements and instructions, including Operational Instructions, related to ICL. All Eligible Items imaged and transmitted to Bank using ICL must be legible and meet Bank’s processing requirements.

Subject to the terms hereof, any ICL files received before the cut-off time reflected in the applicable Operational Instructions will be processed on the day they are received and shall be afforded credit in accordance with the then current funds availability schedules. If for any reason Bank is unable to process an ICL file received before the cut-off, Bank will use commercially reasonable efforts to resolve the next Business Day. Subject to terms hereof, any ICL files received after the cut-off times will be processed on the next Business Day. ICL files will only be processed on Bank Business Days.

The information Customer transmits to Bank must contain a record of all Magnetic Ink Character Recognition (MICR) line information sufficient for Bank to create a substitute check and contain the correct amount of the Eligible Item. In addition, Customer’s transmission of an Eligible Item must meet the technical requirements for an “electronic item” under Regulation J and Federal Reserve Operating Circulars, a “substitute check” under Regulation CC, and an “item” as defined by Article 4 of the Uniform Commercial Code as adopted in the state for Customer’s Account and will be the legal representation of the Eligible Item for all purposes.

If an Image transmitted to Bank does not comply with Bank’s processing requirements, Bank may in its discretion:

  • Process the Image as received for payment;
  • Correct the Image or its accompanying data and process the corrected Image for payment;
  • Process the deposit for payment in another format as permitted by law; or
  • Charge back Customer’s Account and return the image and accompanying data to Customer.

Customer’s successful transmission of an Image to Bank for processing will be confirmed by a notice from Bank. Notwithstanding Customer’s receipt such confirmation, all of Customer’s transmissions are subject to Bank’s further verification prior to being accepted for deposit.

Bank can reject any Image Customer transmits to Bank for any reason in Bank’s discretion without liability, even where Bank has provided Customer with a confirmation notice. If Bank rejects Customer’s transmitted Image for deposit, Bank will notify Customer. All accepted deposits will be subject to final payment as well as the terms and conditions for Customer’s Account and this Agreement.

Bank will process any returned Eligible Items in accordance with applicable law and the deposit account agreement governing the Account for which the image is presented.

A new subsection, entitled “ELIGIBLE ITEMS” was inserted, as follows:

ELIGIBLE ITEMS

The ICL service can only be used for Eligible Items, which are items that:

  • Are paper items that are defined as checks by Regulation CC;
  • Are payable in United States currency;
  • Are drawn on a financial institution located in the United States;
  • Are properly endorsed (stamped or ink) or virtual endorsed using the software;
  • Are payable to Customer, unless such item is properly endorsed;
  • Are legible and conform to Bank’s imaging and processing standards; and
  • Are dated.

Customer may not image, transmit or otherwise try to use ICL to deposit checks or items that are not Eligible Items. The following items are not Eligible Items:

  • Substitute checks or remotely created checks as defined by Regulation CC;
  • Items that have already been deposited by or returned to Customer; or
  • Items that contain alterations or that Customer suspects, or should suspect, are fraudulent, not authorized, suspicious or not likely to be honored.

The subsection entitled “WARRANTIES” was replaced in its entire, as follows:

Customer warrants to Bank that: (I) it will transmit only Eligible Items to Bank; (II) any Image Customer transmits to the system utilized by Bank to provide ICL is a good and accurate image of the original check; (III) none of the items, including Eligible Items, that have been or will be transmitted to the Bank have been previously submitted or deposited with Bank or anyone else and will not be again unless Bank informs Customer otherwise; (IV) any information Customer transmits to Bank pursuant to this Agreement accurately represents all of the information on the front and back of the original check as of the time the original check was truncated, including without limitation: payment instructions placed on the check by, or as authorized by, the drawer, such as the amount of the check, the payee, and the drawer's signature; information identifying the drawer and the paying bank that is preprinted on the check, including the MICR line; and other information placed on the check prior to the time an Image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check; (V) no depository bank, drawee, drawer or endorser receiving presentment or return of, or otherwise being charged for, the substitute check, original check, or a paper or electronic representation of the substitute check or original check will be asked to make a payment based upon a check that it already has paid; (VI) it will not transmit any items for deposit into the same Account that the item is drawn on; (VII) following Bank’s notification to Customer confirming that Bank has received Customer’s transmission, Customer will not negotiate, transfer, deposit or present an Eligible Item, or a duplicate thereof, in any form including as an ACH transfer or as an image, reproduction, substitute check or remotely created check; (VIII) no person will receive a transfer, presentment, or return of, or otherwise be charged for, the electronic Eligible Item, the original Eligible Item, or a paper or electronic representation of the original Eligible Item such that the person will be asked to make payment based on an Eligible Item it already has paid; (IX) it has an Account with Bank in good standing; (X) it will comply with all laws, regulations, terms and conditions related to ICL including the terms of this Agreement and all other agreements related to the Customer’s Account; and (XI) any Image Customer transmits will meet the ANSI standards required by Regulation CC, or other applicable standards established by Bank, the Board of Governors of the Federal Reserve System, and any other applicable regulatory agency, clearing house or association.

Customer expressly disclaims all implied warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose.

Customer shall be responsible for communication costs, if any, for the transmission of data and/or the retrieval of data in connection with Customer’s utilization of ICL.

Customer agrees to comply with all rules and laws affecting the ICL Service including this Agreement, the Rules Governing Customer’s Deposit Accounts with Bank, the terms and conditions for use of Bank’s Electronic Banking services, the Uniform Commercial Code as adopted in the state for Customer’s Account, Regulations J and CC, and Federal Reserve Operating Circulars. Customer will release, indemnify, and hold the Bank harmless from any liability, loss, injury or damage, including without limitation all incidental and consequential damages, together with all related reasonable costs and expenses, including attorneys fees, resulting directly or indirectly from any breach of the warranties set forth herein and/or from any warranty or indemnity claim brought against the Bank by a third party under 12 CFR 229.52 or 12 CFR 229.53 in connection with an imaged check transmitted to Bank by Customer.

The subsection entitled “SECURITY” was replaced in its entirety, as follows:

Customer agrees that once an Image has been confirmed by Bank as having been successfully transmitted through the ICL Service, it shall securely store the original check for a commercially reasonable retention period. In general, such retention period should be between 30 and 60 days. During the retention period, Customer agrees to take appropriate security measures to safeguard the original check and related files against security risks. Security risks include, without limitation, the theft or reproduction of the original check or unauthorized use of the information on the check or in the file. Customer shall take appropriate security measures to ensure that only authorized personnel shall have access to the original check, that the information contained on the check shall not be disclosed, and that the original check will not be duplicated, will not be scanned more than once, and will not be re-presented, re-deposited or negotiated in any way. Upon request by Bank, Customer will promptly, but in any event within five (5) business days, provide to Bank a retained original check, or a sufficient copy of the front and back thereof, in order to aid in the clearing and collection process, to resolve claims by third parties, or for Bank’s audit or fraud loss prevention purposes. After the retention period expires, Customer shall destroy the original check by shredding it or by any other commercially reasonable manner. Customer agrees to be responsible to Bank for any losses, costs, expenses, and damages Bank may incur as a result of Customer’s failure to comply with the retention and destruction provisions outlined herein.

The subsection entitled “REJECTION OF IMAGES” was stricken.

The subsection entitled “RETURNED ITEMS” was stricken.

A new subsection, entitled “AVAILABILITY OF FUNDS” was inserted, as follows:

Eligible Items deposited using ICL are not subject to the funds availability requirements of Regulation CC. This will remain true even if Bank provides Customer with Regulation CC disclosures or notices. Following a transmission to Bank, Bank might at its discretion place an extended hold on Customer’s funds. If so, Bank will separately inform Customer of the extended hold and when funds can be expected to be available.

In the subsection entitled “WARRANTIES”, the following sentence was added as the new last sentence:

Customer warrants to Bank that any Third Party Agent is familiar with, and shall at all times be in compliance with the terms hereof, including without limitation, image quality, prohibition of duplicate items, and proper storage and destruction of original checks.

Remote Deposit Changes

The following paragraph was inserted into the Processing subsection:

Subject to the terms hereof, any Eligible Items received before the cut-off time reflected in the applicable Operational Instructions will be processed on the day they are received and shall be afforded credit in accordance with the then current funds availability schedules. If for any reason Bank is unable to process an Eligible Item received before the cut-off, Bank will use commercially reasonable efforts to resolve the next Business Day. Subject to terms hereof, any Eligible Items received after the cut-off times will be processed on the next Business Day. Eligible Items will only be processed on Bank Business Days.

The following paragraph was stricken from the Processing subsection:

Customer shall completely and thoroughly destroy all original checks deposited pursuant to this Agreement within a commercially reasonable period of time. Until the original checks are destroyed, Customer will store them in a safe and secure location.

The subsection entitled “SECURITY” was replaced in its entirety as follows:

Customer agrees that once an Image has been confirmed by Bank as having been successfully transmitted through the Remote Deposit Service, it shall securely store the original check for a commercially reasonable retention period. In general, such retention period should be between 30 and 60 days. During the retention period, Customer agrees to take appropriate security measures to safeguard the original check and related files against security risks. Security risks include, without limitation, the theft or reproduction of the original check or unauthorized use of the information on the check or in the file. Customer shall take appropriate security measures to ensure that only authorized personnel shall have access to the original check, that the information contained on the check shall not be disclosed, and that the original check will not be duplicated, will not be scanned more than once, and will not be re-presented, re- deposited or negotiated in any way. Upon request by Bank, Customer will promptly, but in any event within five (5) business days, provide to Bank a retained original check, or a sufficient copy of the front and back thereof, in order to aid in the clearing and collection process, to resolve claims by third parties, or for Bank’s audit or fraud loss prevention purposes. After the retention period expires, Customer shall destroy the original check by shredding it or by any other commercially reasonable manner. Customer agrees to be responsible to Bank for any losses, costs, expenses, and damages Bank may incur as a result of Customer’s failure to comply with the retention and destruction provisions outlined herein.

A new subsection, entitled “REMOTE DEPOSIT AVAILABILITY” was inserted, as follows:

Remote Deposit may at times be unavailable to Customer, either with or without prior notice, due to maintenance, security, factors beyond Bank’s reasonable control or other reasons.

A new subsection, entitled “INDEMNIFICATION”, was inserted, as follows:

In addition to any other indemnification herein, Customer will indemnify and hold Bank harmless from any liability, loss, injury or damage, including without limitation all incidental and consequential damages, together with all related reasonable out-of-pocket costs and expenses, including legal fees, resulting directly or indirectly from: (1) any breach of warranty or other breach, or failure to perform under the terms hereof, (2) any warranty or indemnity claim brought against the Bank by a third party under 12 CFR 229.52, 12 CFR 229.53 or other regulations in connection with an ICL file transmitted to Bank by Customer; (3) any loss by any recipient of an Imaged Item processed by Bank, if that loss occurred due to the receipt of an Imaged Item instead of the check; (4) any wrongful acts or omissions of Customer, or any person acting on Customer’s behalf (including without limitation Customer’s authorized processor, if any), in connection with Customer’s use or misuse of Remote Deposits; and (5) without limiting Customer’s other indemnification obligations, which shall apply equally to actions taken by the Third Party Agent, all Third Party Agent’s actions or inactions relating to Remote Deposit, including those related to intellectual property claims. These indemnification obligations shall survive the termination of Remote Deposit.

In the subsection entitled “WARRANTIES”, item (iv) was modified to add the following language to the end thereof:

“..., including without limitation: payment instructions placed on the check by, or as authorized by, the drawer, such as the amount of the check, the payee, and the drawer's signature; information identifying the drawer and the paying bank that is preprinted on the check, including the MICR line; and other information placed on the check prior to the time an Image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check;”

In the subsection entitled “WARRANTIES”, a new item (XII) was added, as follows:

(XII) any Image Customer transmits will meet the ANSI standards required by Regulation CC, or other applicable standards established by Bank, the Board of Governors of the Federal Reserve System, and any other applicable regulatory agency, clearing house or association.

In the subsection entitled “THIRD PARTY AGENT”, the following sentence was added as the last sentence:

Customer warrants to Bank that any Third Party Agent is familiar with, and shall at all times be in compliance with the terms hereof, including without limitation, image quality, prohibition of duplicate items, and proper storage and destruction of original checks.

A new subsection, entitled “TERMINATION”, was added, as follows:

Notwithstanding anything contained in this Agreement to the contrary, Bank may terminate the Remote Deposit Service at any time. Bank will try to provide reasonable notice and in any event will provide notice as required by applicable law.

July 12, 2018

Trade Services

1.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Trade Services Terms and Conditions.

June 14, 2018

Automated Clearing House

1.    Added the following definitions and terms to the “Third-Party Senders” section:

  • NACHA definitions of Third-Party Service Provider and Third-Party Sender were added as the first 2 paragraphs of this section; and
  • The third paragraph of this section was added providing that: “Customer represents and warrants that it will accurately reflect, where indicated on any onboarding forms, whether it is acting, or intends to act, as a Third Party Sender, as defined by the Rules. If Customer indicates on such onboarding forms that it is not a Third Party Sender, Customer may not subsequently act in such capacity without Bank’s prior approval. Customer shall be responsible for any losses, damages or costs incurred by Bank that are, directly or indirectly, related to any violations of these provisions.”

May 15, 2018

Escrow Express

1.    Removed reference to and description of Funeral Trust service.

Positive Pay

1.    Removed the following provision under the “Positive Pay and Payee Positive Pay” section: “For customers who enroll in Payee Positive Pay, checks presented over-the-counter for deposit will be verified by Bank after the close of business on the date of presentment. The Payee Positive Pay service is not available for checks presented over-the-counter for cash. Instead, the Positive Pay verification process (serial number and dollar amount only) will be conducted at the time of presentment.”

Remote Deposit

1.    Under the “Additional Processing Requirements for Mobile” section, updated the restrictive endorsement wording to add the word “mobile” making the required restrictive endorsement “For Mobile Deposit Only to Account (insert Account number)”.

2.    Under “Sublicense of Software” section, added “specified in this section” to the end of the 3rd sentence of the 1st paragraph.

3.    Under the “Best Practices” section, removed “By signing this Agreement” from the beginning of the 3rd sentence.

April 5, 2018

Lockbox Services

1.    Updated the first sentence under “The Service” heading to add “and/or Bank’s subcontractor (the “Processor”) to clarify that certain services will be performed by a subcontractor on behalf of Bank.

2.    Added the following terms to the first paragraph under “The Service” heading: “The terms Bank and Processor may be used interchangeably when used in relation to any services performed by a subcontractor on behalf of Bank including, but not limited to, the receipt and processing of checks and remittances and any data relating thereto.”

3.    Replaced the references to “Bank” under the “Processing” heading with the term “Processor”.

September 22, 2017

Automated Clearing House

1.    Under the “Transmission of Entries by Customer”, added “that for Same Day ACH debit origination, customers will need to opt-in for the service.”

August 8, 2017

Positive Pay Services

1.    Modified Positive Pay Terms and Conditions to indicate that for customers who enroll in payee positive pay, if checks with the same serial number and dollar amount but different “Payee” name are identified in two different Check Issue Files the Bank cannot perform a verification of the “Payee” name when those checks are presented over-the-counter for cash.

May 11, 2017

Defined Terms

1.    The first sentence of the Defined Terms was added to clarify that capitalized terms used in the Agreement are defined in the Defined Terms section of the Agreement and/or the section of the Agreement where they are first used.

2.    Definitions for “Agreement,” “Channels,” and “Service(s)” were added to the Defined Terms.

3.    The definition of Target Balance was updated in the Defined Terms to clarify that, in addition to being reflected in the applicable Operating Instructions, it is also reflected in the Sweep Services section of the Agreement.

Electronic Bill Presentment and Payment

1.    The first sentence of the first paragraph under the “The Service” heading was updated to clarify that the “payers” referenced were the “Customer’s payers” and to add an additional website option available through the Service, “a Customer-branded website published by the Bank or its agent.”

2.    The second and third sentence of the first paragraph under the “The Service” heading were added in order to clarify that Customer may make authorized payments through the Service on behalf of its payers but the Bank is not responsible for confirming or validating the Customer’s authority to make such payments.

3.    The first sentence of the second paragraph under the “The Service” heading was updated to replace “ACH” with “a checking or savings account, debit card, or credit card” in order to clarify the forms of payment that may be used.

4.    The sentence “The payer gets an immediate email verification of payment” was removed from the "The Service" section because the payer will only receive an email verification of payment if the payer provides a current and valid email address.

5.    The third sentence of the second paragraph under the “The Service” heading was updated to clarify that Customer may also download files through the administrative website.

6.    The third paragraph under “The Service” heading was updated to clarify that the Customer will also have to complete the applicable Operational Instructions when enrolling in the Service.

7.    Under the “Processing” heading, the sentence “Credit Card Payments are routed through Authorize.net and Bank processes those payments in accordance with instructions from Customer’s merchant service provider” was removed and replaced with the following paragraphs to clarify the process, the fact that the platform is hosted by an unaffiliated third party of Bank, and the requirements for Customer’s merchant service providers and processing gateways:

  • Debit and credit card payments are routed for authorization or decline to Customer’s merchant service provider (“Provider”). If applicable, settlement of such debit and credit card payments is performed by Provider.
  • The EBPP platform is hosted by an unaffiliated third party of Bank. Such host maintains connectivity with a select group of merchant service providers and processing gateways (“Available Merchant Providers and Processing Gateways”). Therefore, Customer must use Available Merchant Service Providers and Processing Gateways.

8.    The fourth paragraph under the “Processing” heading was updated to clarify that Customer’s must enroll in the Bank’s ACH Service in order to accept payments via ACH through the Service.

9.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Electronic Bill Presentment and Payment section.

General Provisions

1.    The following headings were added to the General Provisions for ease of reference: “Conflicting Demands,” “Limitation of Liabilities,” “Notices and Communications,” “Successors and Assignees,” “The Accounts,” “Headings,” “Severability,” “No Waiver,” “Governing Law/Waiver of Jury Trial/Disputes,” “Amendments,” and “Termination.”

2.    A number of paragraphs and sentences were moved throughout the General Provisions so that they would be under the applicable headings.

3.    Minor wording changes and deletions were made to the second sentence of the first paragraph of the General Provisions in an attempt to remove duplicative/unnecessary language and use the defined term “Services” where appropriate.

4.    The following sentences were added to the second paragraph of the General Provisions: “There are no unwritten oral agreements between the parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms of any Operational Instructions provided to the Customer in connection with any Services, the terms of this Agreement shall control.”

5.    The “Accessing Services Via the Internet” section was updated to replace the term “Site” with “Channels” (defined as the internet, including mobile applications, websites, and other related internet channels). The second sentence of this section was also amended to clarify that the Customer must also acknowledge the terms and conditions contained on the accessed Channels

6.    The first paragraph under the “Notices and Communications” heading in the General Provisions was added to clarify when written notices and communications given to the parties under the Agreement would be effective and deemed given.

7.    The third paragraph under the “Notices and Communications” heading in the General Provisions was added to include the option for Customer to request paper copies of disclosures and notices.

8.    The fourth paragraph under the “Notices and Communications” heading in the General Provisions was added to include terms for Customer sending emails to Bank.

9.    The first sentence under the “Governing Law/Waiver of Jury Trial/Disputes” heading was updated to clarify that any and all claims arising out of the Agreement or the breach thereof shall be governed by and construed under the laws of the State of New York.

10.    The second sentence under the “Governing Law/Waiver of Jury Trial/Disputes” heading was added to include a waiver by each of the parties to the agreement to the right to trial by jury.

11.    The third sentence under the Governing Law/Waiver of Jury Trial/Disputes” heading was revised to replace “prevailing party” with “Bank” as the party who may recover its reasonable attorney’s fees and court costs incurred in connection with a dispute arising out of the subject matter of the Agreement.

12.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the General Provisions section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

CD Rom Check Service

1.    This section was removed because effective July 1, 2017, the CD-ROM Check Service is discontinued.

Image Services

1.    The Image Services section was rewritten in its entirety to identify the four services offered as part of the Image Services, the Check Inquiry Service, Deposit Inquiry Service, Image Inquiry Service, and Image File Download Service. NOTE: Since the terms of the Image Services section are new, you should carefully read this section in its entirety in order to gain a full understanding of the terms and conditions applicable to the Service.

Information Reporting

1.    The second sentence under the “The Service” heading was added to clarify that information on Accounts and transactions is retained for reporting purposes for a period of 18 months.

Integrated Payables

1.    The Integrated Payables section was modified to add Virtual Card services as an available payment type.

2.    The first paragraph under the “Processing, Transmittal, and Confirmation Acknowledgements by Bank” heading was added to clarify the process.

3.    The following section was removed from under the “Processing, Transmittal, and Confirmation Acknowledgements by Bank”:

  • Except as otherwise provided for in this Agreement and if Bank elects to accept payment files, Bank shall:
    (a) use commercially reasonable efforts to comply with the instructions of Customer to process each payment received from Customer and conform to each payment type processing guidelines (as outlined in the applicable payment type section herein and the corresponding Operational Instructions)
  • (b) transmit such payment to its back-end system for processing
  • (c) validate the received payment file format and provide confirmation acknowledgement notices of successful/failure (i) email acknowledgement (ii) or the corresponding acknowledgement based on input file format only.
  • (d) provide debit confirmation of successful payment entry processed, applicable to each payment type outlined under the File Delivery Operational Instructions and corresponding input file format only.
  • The first paragraph under the “Error Detection” heading was modified to delete all terms after the sentence “Bank has no obligation to discover, and shall not be liable to Customer for errors made by Customer.”
  • The “Set-Up Fee” section was removed.
  • A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Integrated Payables section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

5.    The following was removed from the first paragraph under the "Error Detection" heading:

  • Notwithstanding the foregoing, if Customer discovers that any Entry Customer has initiated was in error, Customer shall notify Bank of such error. If such notice is received (i) no later than four (4) hours prior to the ACH receiving deadline, Bank will utilize reasonable efforts to initiate an adjusting Entry or stop payment of an On-Us” credit Entry within the time limits provided by the Rules. If such notice is received (ii) no later than 2:00 PM ET on the day of the check print file received for processing, Bank will utilize reasonable efforts to stop the entry from printing and mailing.

6.    The "Set-Up Fee" section was removed.

7.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Integrated Payables section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

Positive Pay Services

1.    The first paragraph under section II, the “Reverse Positive Pay” section, was modified to remove the 11:00 a.m. ET deadline for Bank to send Customer the check presentment report file and to replace the 4:30 p.m. ET deadline for Customer to communicate its decisions to Bank with the deadline specified in the applicable Operational Instructions.

2.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Positive Pay Services section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

3.    For Payee Positive Pay, checks that include the terms "Attention" or "Care of" (or any abbreviations thereof) in the payee field will not be considered Exception Checks.

Remittance Processing

1.    The word “converts” was removed from the first sentence under the “The Service” heading.

2.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Remittance Processing section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

Remote Deposit

1.    The definition of “Image(s)” was added to the last sentence of the paragraph under the “The Service” section and the term “Image(s)” was added throughout the section as applicable.

2.    The following section headings and the terms and conditions thereunder were added in their entirety (NOTE: Since the terms of these sections are new, you should carefully read these sections in their entirety in order to gain a full understanding of the terms and conditions applicable to the Service):

  • “Security”;
  • “Requested Information”; and
  • “Audit”.

3.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Remote Deposit section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

Sweep Services

1.    The following sentence was added to the sixth paragraph under the “The Service” heading: Interest rates are variable and subject to change at any time at our discretion without prior notice to you.

2.    The following sentence was added as the last paragraph under the “Investment Sweep” heading: “Customer understands and agrees that Bank makes no recommendations concerning any investments made through this Sweep Service and will not be liable for the performance of the investments made through this Sweep Service.”

The following was added to the Euro Sweep section:

3.    “Funds swept into a Eurodollar account are considered to be deposits in a foreign branch of Bank located in the Cayman Islands. Eurodollar deposits may be subject to sovereign risk which risk is assumed by Customer.”

4.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Sweep Services section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

Vault Services

1.    The following sentence was added to the first paragraph under the “Vault and Virtual Vault Deposits” heading: "If any non-negotiable items are included in a deposit, such items will be forwarded to a special handling area, and if applicable, a corresponding adjustment will be made to the Account."

2.    The following terms and conditions were added as the second and third paragraph under the “Vault and Virtual Vault Deposits” heading:

  • Foreign items and damaged items will not be processed and therefore should not be included in pouches or bags.  Customer should contact its account officer for guidance on where to send such items for processing. If any such items are included in a deposit, they will be forwarded to special handling areas for further processing and if applicable, a corresponding adjustment will be made to the Account.  Customer therefore acknowledges that there will be a delay in the final processing of any foreign or damaged items.
  • Any items received prior to full implementation of the Vault Service will not be processed. Such items will be returned to the Customer via their contracted transportation carrier. Customer therefore acknowledges that there will be a delay in the final processing of any items received prior to full implementation of the Vault Service.

3.    The following sentence was added to the sixth paragraph under the “Vault and Virtual Vault Deposits” heading: “Furthermore, to the extent there is a conflict between the Bank’s records regarding the Deposit and verified amount and the Customer’s records regarding the Deposit and declared amount, the Bank’s records shall control.”

4.    The following sentence was added to the seventh paragraph under the “Vault and Virtual Vault Deposits” heading: “Customer acknowledges and agrees that any credits to the Account based on the declared amount of the Deposit are provisional until verified by Bank” and “Bank reserves the right to refuse to provide provisional credit for any Deposits at its reasonable discretion.”

5.    The following sentence was added to the eighth paragraph under the “Vault and Virtual Vault Deposits” heading: “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 claims, losses, or damages caused by such delays.”

6.    The following sentence was added to the sixth paragraph under the “Safebank Deposits” heading: “Furthermore, to the extent there is a conflict between the records of the Bank, Smart Safe Vendor, or Customer regarding the Deposit, the Bank’s records shall control.”

7.    A number of wording, grammatical, typographical, clarification, and/or non-material changes and/or deletions were made throughout the Vault Services section, some of which were made in an attempt to remove duplicative and/or unnecessary language and shorten the section.

September 30, 2016

  • Vault Services: Added new section: “Additional Terms When Bank Contracts with Carrier on Customer’s Behalf”.

September 9, 2016

  • Automated Clearing House (ACH): Updated Transmission of Entries by Customer section referencing where the Processing Schedule and Guidelines document is located. In addition, reference to the Operational Instructions was removed from the Cancellation or Amendment by Customer and Reversals of Entries sections.

August 1, 2016

  • ATM Deposit-Only Card: Added new terms and conditions. This service allows authorized employees and/or agents to make deposits at any one of Bank’s ATM locations that accepts deposits.

July 5, 2016

  • Controlled Disbursement: Amended Processing section to restrict ACH transactions from Controlled Disbursement accounts.

May 26, 2016

  • Automated Clearing House: Defined additional requirements regarding the management of Third Party Sender activities.
  • Positive Pay and Payee Positive Pay Services: Updated to include Reverse Positive Pay service and moved provisions for sample checks and signature cards to Section III.

May 18, 2016

  • Controlled Disbursement: Amended language related to Bank’s online banking channel in The Service section, removed ACH transactions from the Processing and Optional Service section as method of drawing on account.
  • Escrow Products: Amended sub-account language in The Service section, revised to include burial funds with funeral expenses in the Funeral Trust section, changed section header from Other Escrow to Standard Escrow and changed the interest accrual schedule in Interest Specifications section.
  • Integrated Payables: Added Account Transfer and Wire Drawdown as payment types in The Service section, amended language in Check Print section to clarify account types supported, updated payment file formats the Bank will accept from a customer and amended language in processing, transmittal and confirmation acknowledgements provided by the Bank.
  • Remote Deposit: Amended language criteria for Eligible Items.
  • Sweeps Services: Made grammatical changes only in The Service, Repo Sweep and Euro Sweep sections.
  • Treasury Key: Added clarity and detail around product functionality.

November 13, 2015
ACH Debit Protection Service

  • The Service: Defined Terms: “Service” as the ACH Debit Protection service, “Block All” as block all unauthorized debits, “Selective Authorization – Automatic Return” as standard selective authorization without the ability to review and decision unauthorized debits
  • Added new service options for Selective Authorization with ACH Positive Pay
  • Modified the service descriptions/options for Block All and Selective Authorization
  • Other Conditions: Added additional clarification on client obligation with handling of return items.

August 6, 2015

  • Electronic Bill Presentment Payment: Changed the name “eLockbox Web Portal” to “Electronic Bill Presentment Payment Platform
  • Integrated Payables: Changed the title “Automated Clearing House (ACH) Payment” to “Account Transfer” and “Wire Transfer Payments” to “Wire Transfer Services”
  • Positive Pay: Amended liability language for payment/non-payment of over-the-counter checks
  • Wire Transfer: Amended language for Bank Approval Process; added  “FDIC deposit insurance does not insure against any loss due to foreign currency  fluctuations” to Foreign Exchange; added the following sections: Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions, Security Procedures, Indemnification and Severability.

June 30, 2014

  • CD ROM Check Service: CD-ROM: The Processing section for Image File Delivery was moved after the information for CD-ROM to match the order in the section which introduced the services.
  • Escrow Products: Capital One Escrow Express SM: Changed link name in left menu and added service mark (SM) to service name.
  • Vault Services: Changed SafeBank service schedule from twice to once per week.

 September 24, 2013

  • General Provisions: FEEDBACK: changed Bank Privacy Notice to Capital One’s Online Privacy Practices
  • Integrated Payables: Added new terms and conditions. This service offers clients the ability to streamline their payment processing by consolidating multiple payment types into a single file for posting.
  • Vault Services: Vault and Virtual Vault Deposits section updated to disclaim the use of Image Cash Letter (ICL) for checks deposited by Virtual Vault clients.

December 10, 2013

  • Defined Terms: Added the definition of "Bank" as Capital One, National Association to clarify the legal entity providing Treasury Management products and services.
  • Capital One Escrow Express: Added new terms and conditions. This service offers a subaccounting platform for escrow agents and other entities that manage third party funds or require separate accounting for Escrow monies.
  • General Provisions: ACCESSING SERVICES VIA THE INTERNET: Use of Dual Control Security Procedures: Language updated to include dual control procedure for administrators.